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HomeMy WebLinkAbout4F - MTVA Bylaws & JPA AGENDA #: PREPARED BY: SUBJECT: DATE: INTRODUCTION: BACKGROUND: DISCUSSION: STAFF AGENDA REPORT 4F BRET WOODSON, ASSISTANT CITY MANAGER CONSIDER APPROVAL OF RESOLUTION 97-XX APPROVING AMENDED BYLAWS AND AMENDED JOINT POWERS AGREEMENT OF MINNESOTA VALLEY TRANSIT AUTHORITY (MVTA) NOVEMBER 17, 1997 The City of Prior Lake is a member of the Minnesota Valley Transit Authority through a Joint Powers Agreement approved by the City Council. The MVTA Board periodically reviews its Joint Powers Agreement, its By-laws, and its policies, and recommends changes where warranted. In October the MVTA Board approved changes to both the By-laws and the Joint Powers Agreement and also approved a motion to send the revisions to all of the MVTA cities for approval. The City was one of the initial members who approved the Joint Powers Agreement in 1990. The Agreement and the By-laws have been amended a couple of times during that period. The proposed changes to the Joint Powers Agreement and By-laws are mostly "housekeeping" in nature and do not involve the financial indebtedness issues raised in the past. A major issue which the By-Laws and Joint Powers Agreement address is the purchase of capital equipment. Both documents require unanimous approval for such actions. The city attorney has reviewed and commented on the proposed revisions. Those comments have been incorporated into the revised documents. The city attorney is comfortable with the revisions to both the Joint Powers Agreement and the By-laws. A copy of a letter from the city attorney's office to the MVTA is attached to this report. 16200 Eagle Creek Ave. S.E.. Prior Lake. Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER The proposed changes help to keep consistency between the Joint Powers Agreement and the By-laws. Both of these documents provide the framework under which MVTA operates. These two documents are attached to this report for City Council review. The language to be deleted has been struck-through and the new language has been double-underlined. ALTERNATIVES: The Council has the following alternatives: 1. Approve Resolution 97 -XX Approving the Amended By- laws and Amended Joint Powers Agreement of Minnesota Valley Transit Authority (MVTA). 2. Table the proposed resolution for a specific reason. 3. Deny the proposed resolution for a specific reason. RECOMMENDATION: Staff recommends Alternative #1 ACTION REQUIRED: Motion and second to approve the resolution as part of the Conse t Agenda. MVTA97.DOC RESOLUTION 97-XX APPROVING AMENDED BY-LAWS AND AMENDED JOINT POWERS AGREEMENT OF MINNESOTA VALLEY TRANSIT AUTHORITY (MVTA) MOTION BY: SECOND BY: WHEREAS, Minnesota Statutes permits two or more governmental units, by agreement of their governing bodies, to jointly and cooperatively exercise any power common to each of them; and, WHEREAS, the City of Prior Lake has entered into a Joint Powers Agreement with the Minnesota Valley Transit Authority; and, WHEREAS, the MVT A Board approved and recommended certain changes to the Joint Powers Agreement and to its By-laws at its October 1, 1997 meeting; NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PRIOR LAKE, MINNESOTA that it should, and hereby does approve the proposed amendments to the MVTA Joint Powers Agreement and does ratify the proposed amendments to the MVT A By-laws; and, BE IT FURTHER RESOLVED that the Mayor and City Manager are hereby authorized and directed to execute the Joint Powers Agreement as amended and attached hereto. Passed and adopted this day of ,1997. YES NO Andren Kedrowski Mader Robbins Schenck Andren Kedrowski Mader Robins Schenck {Seal) City Manager City of Prior Lake 162@(YTMg~Creek Ave. S.E.. Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER .1 ./ I :it .'1 .=.y f CAMPBELL KNUTSON ProrC:>::ii<.maJ A~l)cimjl)('l. Annmcys at: LlW n'('Ill~I': J. C1mrhdl R.l\:<:r N. Knllrsun l"lul1~1:' M. s.:otC J(lmcs R. W;ll~c"n Elli..rt B. KI1\:!:;.,:h Suo.:.',1L\ L.::\ p",<: (612) 452~5000 FCl."t (612) 452-5550 J<,<:I j. j,l\l\l1ik AnJn:a Md \,w.:!l Plll:hkr M,lUl,,:w K. Brukl" J"hn F. Kdlv M:trrh..w j. h,li M:tr~tl,;-rit... M. M.:urwlI lj,-.ur~t: T. ~c~.rh\.n>;C1n 'P.-lb,lir.:."I\N\Iu,\V.".......,. ". .. Writer's ExwIsiOD: 22' Writer's Fa: 452-5550 1 'fl:'..1llIo:l; Oary C. Fuch" September 12, 1997 Ms. Robin Selvig MN Valley Transit Authority 100 East Highway 13 Bumsville, MN 55337 Via Fax #882-7600 Re: ~iVTA lcin1 Powers Agreement Cities of Prior Lake and Bumsville Dear Ms. Selvig: On behalf of the City of Prior Lake, I have reviewed the proposed changes to the MVTA JP A. Roger Knutson bas reviewed them as well on the behalf of the City of Burnsville. Neither of us has any further comment. Please advise if any further changes ~ proposed. Thank you. Very trUly yours, CAMPBELL KNUTSON ProfeSJionaI Association By: S'u~~ Suesan Lea Pace S~ cc: Greg Kona!, Burnsvillc City Manager via fax Frank Boyles, Prior Lake City Manager via fax Suite 317 · Eaganuak Office:: Cc;;t\lcr · 1.380 C)f'J.'l(lr':ll c: Center Curve · F..a~<1n. MN S 5121 Al\1ENDED AND RESTATED MVTA JOINT POWERS AGREEMENT ESTABLISHING THE MINNESOTA V ALLEY TRANSIT AUTHORITY :\meaded March 1993, .'\prilI994, March 1997 THIS JOINT POWERS AGREEMENT is by and among the Cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage from hence forth to be known as the "Cities," municipal corporations organized under the laws of the State of Minnesota. This Agreement amends and replaces the MVTA Joint Powers Agreement adOPted in March 1993 and amended in April 1994. The Agreement is made pursuant to the authority conferred upon the parties by Minnesota Statutes ~~ 473.384, 473.388, and 471.59. WHEREAS, the Cities have completed a Project Study under the Metropolitan Transit Demonstration Program; NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants contained herein, it is hereby agreed by and among the Cities: 1. Name. The Cities hereby create and establish the Minnesota Valley Transit Authority . 2. Purpose. The purpose of this Agreement is to provide public transit service for the Cities pursuant to Minnesota Statutes ~ 473.388. 3. Definitions. (A) "AUTHORITY" means the organization created by this Agreement. (B) "BOARD" means the Board of Commissioners of the Minnesota Valley Transit Authority. (C) "COUNCIL" means the governing body of a party to this Agreement. (D) "REGIONAL TRANSIT BOARD (RTB)METROPOLITAN COUNCIL" is the regioB.al/traB5it boardmetropolitan council as established by Minnesota Statutes ~ 473.373~ 473. 123.with the powers to administer and finance transit as I3fovided (E) "PARTY" means any city which has entered into this Agreement. (F) "TECHNICAL WORK GROUP" is a committee consisting of one staff member of each party which shall act as technical advisors to the Board and shall also serve as the party's alternate commissioner. 4. Parties. The municipalities which are the original parties to this Agreement are Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage. Additional P2arties may be added by the concurrence of all the existing parties. No change in governmental boundaries, structure, organizational status or character shall affect the eligibility of any party listed above to be represented on the Authority so long as such party continues to exist as a separate political subdivision. 5. Board of Commissioners. (A) The governing body of the Authority shall be its Board which will consist of nine (9) voting commissioners. Each party shall appoint one commissioner, and one alternate commissioner who shall also serve on the Technical Work Group. The commissioners from the cities of Burnsville, Eagan, and Apple Valley shall additionally collectively appoint one commissioner and one alternate. This commissioner and its alternate shall be appointed by the three commissioners aforementioned and shall henceforth be known as the "at large commissioner" and the "at large alternate" respectively, and will be appointed annually at the January meeting and will be limited to serving four consecutive one year terms. R~gional TraFl5it BoardMetropolitan Council members who represent the same cities as the MVTA, may serve as non-voting ex officio members of the Board of Commissioners. The Dakota County Board of Commissioners and the Scott County Board of Commissioners shall each appoint one commissioner and one alternate commissioner. (B) Commissioners shall be a member of the Council of each party or its designee, or for commissioners appointed by Dakota and Scott Counties, be a member of the Board of Commissioners of the county making the appointment. The at large commissioner and alternate mayor may not be an elected official as to be determined by the commissioners from Apple Valley, Burnsville and Eagan and reviewed by the -2- aforementioned commissioners on an annual basis. Alternate commissioners, with the exception of the at large alternate, shall each be a member of the staff of a party and shall serve on the Technical Work Group, or for county commissioners, their alternates sftaHmay be a commissioner or staff member of the county making the appointment. The terms of office of commissioners shall be determined by the party or the county making the appoinunent. (C) A commissioner may be removed by the party or county appointing the commissioner with or without cause. (D) Commissioners shall serve without compensation from the Authority. (E) Five commissioners, which must include A~t least four (4) of the Beftftl members commissioners appointed by the parties.!.~ shall constitute a quorum of the Board. Attendance by a quorum of the Board shall be necessary for conducting a meeting of the Board. The Board may take action at a meeting upon an affirmative maiority vote, which must include at least majority of four (4) of the commissioners appointed by the parties or such a commissioner's alternate in his or her absence. (F) The Board may adopt rules and regulations governing its meetings. (G) As the first order of business at the January meeting of each year, the Board shall elect a chair, a vice chair, a secretary, a treasurer, and such other officers as it deems necessary to conduct its business and affairs. The current chair shall facilitate these elections. In the event that the current chair is no longerhis/her city's representative to the MVT A, the Vice Chair shall facilitate the election process. In the event that both the Vice Chair and Chair are no longer its city's representative to the MVT A, the board shall decide on another officer or commissioner to preside over the elections. The newly-elected chair shall then preside over the remainder of the meeting, and all meetings henceforth until a new chair is elected. 6. Powers and Duties of the Authority. (A) General. The Authority has the powers and duties to establish a program pursuant to Minnesota Statutes 99 473.384 and 473.388 to provide public transit service to serve the geographic area of the parties. The Authority shall have all powers necessary to discharge its duties. (B) The Authority may acquire, own, hold, use, improve, operate, maintain, lease, exchange, transfer, sell, or otherwise dispose of equipment, property, or property rights as deemed necessary to carry out the purposes of the Authority. -3- (C) The Authority may enter into such contracts to carry out the purposes of the Authority. (D) The Authority may establish bank accounts as the Board shall from time to time determine. (E) The Authority may employ an executive director whose duty shall be to administer policies as established by the Authority. The executive director shall be an employee of the Authority. The Authority may enter into employment contracts with other personnel and may provide for compensation, insurance, and other terms and conditions that it deems necessary. (F) The Authority may enter into a contract for management services. (G) The Authority may sue or be sued. (H) The Authority shall cause to be made an annual audit of the books and accounts of the Authority and shall make and file the report to its Members at least once each year. (I) The Authority shall maintain books, reports, and records of its business and affairs which shall be available for and open to inspection by the parties at all reasonable times. (J) parties. The Authority may contract to purchase services from anyone of the (K) Without the unanimous approval of the Boardall nine Commissioners, the Authority shall not purchase buses, motor vehicles, buildings, real estate or lease the same for a period in excess of five (5) years. 7. Operating Costs, Budget, and Financial Liability. (A) The Authority shall have a fiscal year beginning January 1 and ending December 31. On or before Oet0eer July 1 of each year, the Executive Director shall prepare an estimated budget for the next fiscal year including an estimate of expenditures, operating costs, and revenues. The proposed budget shall be submitted to each party for review and comment within fourteen (14) days of the date of submittal. Capital expenditures and operating costs shall be limited to revenues received pursuant to Minnesota Statutes ~~ 473.384 and 473.388, and estimated revenues to be received from operation of the transit system. The Board shall review and approve or disapprove the budget. The budget may be adjusted from time to time -4- on the basis of actual costs incurred or changes in estimated revenue or expenditures. In the event of an adjustment of the budget, there shall be furnished to each party a computation of the adjustment. (B) The annual financial contribution to the Authority of each party shall be the total amount of assistance which each party receives pursuant to Minnesota Statutes ~~ 473.384 and 473.388. 8. Insurance. The Authority shall purchase liability insurance coverage to cover the activities of the Authority. The Authority shall provide all parties with copies of the liability insurance coverage documents. The liability insurance coverage shall provide all parties with sixty (60) days notice of cancellation, material change or termination of coverage. In the event the liability insurance coverage is cancelled. or otherwise becomes unavailable. the Authority shall procure similar liability insurance coverage from another entity. The Authority shall purchase insurance in addition to liability insurance in such amounts and on such terms as the Authority shall determine. 9. Duration of Agreement. This Agreement shall continue in force commencing on January 1, 1991 and as amended iB .\pril, 1994 and thereafter from year to year, subject to withdrawal by a party or termination by all parties. Withdrawal by any party shall be effected by serving written notice upon the other parties no later than January 10th of the year at the end of which such withdrawal is to be effective. Withdrawal from the Agreement by any party at the end of the calendar year shall not affect the obligation of any party to perform the Agreement for or during the period that the Agreement is in effect. Withdrawal of any party or termination of the Agreement by all parties shall not terminate or limit any liability, contingent, asserted or unasserted, of any party arising out of that party's participation in the Agreement. 10. Distribution of Assets. In the event of withdrawal of any party from this Agreement, the withdrawing party shall not be reimbursed. In the event of termination of this Agreement by all parties, all of the assets which remain after payment of debts and obligations shall be distributed among the municipalities who are parties to this Agreement -5- immediately prior to its termination in accordance with the following formula: Each municipality shall receive that percentage of remaining assets determined by dividing the total amount of which that municipality contributed to the Authority during the previous five (5) years by the total amount contributed to the Authority over the previous five (5) years by all the municipalities who are parties to this Agreement immediately prior to its termination. The amount of the distribution to any party pursuant to this Agreement shall be reduced by any amounts owed by the party to the Authority. 11. Effective Date. This Agreement shall be in full force and effect when all six (6) initial Members, delineated in paragraph 4 of this Agreement, sign this agreement as amendedt.A~pril, 1994. All Members need not sign the same copy. The signed Agreement shall be filed with the Executive Director, who shall notify all Members at the earliest Board meeting of its effective date. Until this Agreement, as amended, is signed by all Members, the preceding Agreement shall stay intact and in effect. IN WITNESS WHEREOF, the undersigned government units, by action of their governing bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statutes ~ 471.59. ,199_. Adopted this. day of - ,199_. Adopted this of CITY OF APPLE V ALLEY CITY OF BURNSVILLE By Its By Its ATTEST: ATTEST: By Its By Its -6- Adopted this _ day of CITY OF EAGAN , 199 . Adopted this of CITY OF PRIOR LAKE ,199_. By Its ATTEST: By Its ATTEST: By Its By Its Adopted this day of CITY OF ROSEMOUNT , 199_. Adopted this _ of CITY OF SAVAGE ,199_. By Its ATTEST: By Its ATTEST: By Its By Its 10252-950712/51483 (NONREDLlNED VERSION AT 51485) -7- STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA) On this day of - for said County, personally appeared , 199_, before me a Notary Public within and and , to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF APPLE V ALLEY, the municipality named in the foregoing instrument, and that the seal affIxed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this _ day of for said County, personally appeared , 199_, before me a Notary Public within and and , to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF BURNSVILLE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC 10252-950712/51483 (NONREDLINED VERSION AT 51485) -8- STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA) On this _ day of for said County, personally appeared , 199_, before me a Notary Public within and and , to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF EAGAN, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) , 199_, before me a Notary Public within and and , to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF PRIOR LAKE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. On this day of for said County, personally appeared (SEAL) NOTARY PUBLIC 10252-950712/51483 (NONREDLlNED VERSION AT 51485) -9- STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) On this _ day of for said County, personally appeared , 199_, before me a Notary Public within and and , to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF ROSEMOUNT, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC STATE OF MINNESOTA) ) ss. COUNTY OF DAKOTA ) On this _ day of for said County, personally appeared , 199_, before me a Notary Public within and and , to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF SA V AGE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBUC 10252-950712151483 (NONREDLlNED VERSION AT 51485) -10- ,,;\' ;If' Al\1ENDED AND RESTATED BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY These Bylaws amend and restate the Bylaws of Minnesota Valley Transit Authority adopted February. 1993. ARTICLE I. NAME The name of this organization is the Minnesota Valley Transit Authority (hereafter "the Authority"). ARTICLE II. PURPOSE The purpose of this Authority His to provide public transit service for the cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage. the parties to the Joint Powers Agreement establishing the Minnesota Valley Transit Authoritv. ARTICLE III. DEFINITIONS Section 1. The term "party" herein is defined as a member of the Joint Powers Agreement establishinl! the Minnesota Valley Transit Authority. Section 2. The term "county" herein is dermed as Dakota County or Scott County. Section 3. The term "Technical Work Group" is a committee consisting of one staff member of each party which shall act as technical advisors to the Board and shall also serve as the party's alternate Commissioner. ARTICLE HHV. BOARD OF COMMISSIONERS The governing body of the Authority is its Board which consists of ~ Commissioners. Terms of the Commissioners are set by the eiaespartY or county that have appointed them-:-. except that the term of the at-large Commissioner is one year. with a limit of four consecutive one year terms. ARTICLE wv. MEETINGS. ~UORUM. VOTE REOUIRED FOR ACTION OF THE BOARD Section 1. The Board meeting schedule shall be dererminea by the Boara or, when necessary, as B:otified. The Board shall conduct its rewlar meetinl!s at the Authority offices on the fourth Wednesday of each month at 7:00 p.m.. unless the meeting is changed bv an affirmative vote of the Board. Section 2. All Commissioners are expected to attend regular meetings of the Authority. Commissioners shall contact the Executive Director prior to the meeting if unable to attend, and shall notify the alternate Commissioner and request that the alternate Commissioner attend. Two consecutive absences by a Commissioner, along with the absence of his or her duly seated alternate,d, from regular meetings shall result in written notification from the Executive Director under the direction of the Chair to the represented party or county requesting a replacement be made. A~ notification shall be sent to the Commissioner's respective city administrator/manager or chair of the county commission who will be requested to bring the matter to his/lier city cOtmcil's attentioathe attention of his/her citv councilor county commission. In the event that the Chair and the absentee member are one and the same, the Vice Chair will then give direction to the Executive Director to carry out the process as mentioned above. Section 3. In the absence of the Commissioner, the designated alternate for the absent Commissioner shall act in the place of the Commissioner with all authority of the absent Commissioner. Section 4. Special meetings may be called by the Chair or any two Commissioners by written or telephone notice to each member of the Board and office of the City Administrator/Manager of each party and office of the Chair of the County Commission. Twenty-four hour notice should be given in advance of a meeting. Section 5. Emergency meetings may be called by the Chair or Executive Director if the delay needed to call a special meeting would cause serious harm to Minnesota Valley Transit Authority. Only urgent matters needing immediate attention without delay may be acted upon in an emergency meeting. Section 6. Fi"e (5) Board CommissioRers shall constil:1:1te a qt.lorum. 'wltich shall be aeeessaryFive Commissioners. which must include at least four Commissioners appointed bv a Dartv. must be present at a meeting to constitute a Quorum. A quorum is necessary for conducting the business of the Board and exercising its powers. Section 7. Action of the Board shall require the affirmative vote of five (4) Commissioaersa maioritv of Commissioners Dresent at a meeting. which maiority must include at least four Commissioners appointed bv a Dartv: except that a Resolution of the Board to purchase' buses. motor vehicles. real estate or lease the same for a Deriod in excess of five years requires the affirmative vote of all nine (9) Commissioners. Section 8. Meetings shall be conducted in accordance with the provisions of Re':ised Robert's Rl:lles of Order, Secoae EditioRthe current edition of Robert's Rules of Order. -2- Section 9. The Board shall act bv Resolution with respect to contracts. purchases of buses. motor vehicles. real estate or leases in excess of five vears. Board policies. and anv other matter that in the opinion of legal counsel should be bv Resolution. ARTICLE V!. COMMITTEES The Board may establish standing and/or temporary committees. Committees sftaHmav be comprised of Commissioners and members of the Technical Work Groupeftly= who may call upon staff or outside consultants for assistance and advice as necessary,;,net and only me Commissioners may vote aoo endorse fifltll recommendations from these committees. Commissioners and members of the Technical Work Group shall be appointed to the committees annually and when necessary, and assignments shall be reviewed at the February meeting. ARTICLE VI!. OFFICERS Section 1. Officers of the Authority shall consist of a Chair, a Vice Chair, a Secretary, a Treasurer, and such other officers as the Board deems necessary to conduct its business and affairs. Officers shall be elected at the regular meeting in January of each year for a term of one year, and shall serve until their successors have been elected and qualified. The Chair shall be limited to two consecutive one year terms. Section 2. Chair. The Chair shall preside at all meetings of the Board. The Chair shall also appoint the members of each standing or temporary committee from among the members of the Board and the Technical Work Group and may designate a chair of each such committee. The Chair shall sign and execute all contracts, agreements, deeds, and other documents and instruments made by or on behalf of the Authority. Section 3. Vice Chair. In the absence of the Chair, the Vice Chair may exercise all the duties and powers of the Chair. Section 4. Secretary. The Secretary of the Authority shall maintain a record of all of the proceedings of the Board, provided, however, the taking and preparation of minutes may be performed by a recording secretary. The Secretary may attest to the signatures or s!gnature of such officer or officers of the Authority authorized to execute any document or instrument on behalf of the Authority. Section 5. Treasurer. The Executive Director shall be the official custodian of all of the financial records of the Authority under the guidance or direction of the Treasurer. -3- ARTICLE VII!. EXECUTIVE DIRECTOR The Authority may employ an Executive Director who shall have general supervisory authority over administration e>ref-Of all of the business and affairs of the Authority . = including, but not limited to, administration of the transit system or systems provided by the Authority, contracts for transportation service, marketing and promotion of such services, as well as recommendations for changes and additions to the transportation services provided. The Executive Director shall sig:n and execute all contracts. deeds. and other documents and instruments made bv or on behalf of the Authority. The Executive Director shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Board may select. The Executive Director shall perform such other duties and functions as may be required from time to time by the Board. Compensation of the Executive Director shall be established by the Board. The Board may also employ other persons, from time to time, as determined necessary for the efficient operation and delivery of transit service. ARTICLE \!mIX. = DISBURSEMENT OF FUNDS Section 1. Disbursement of funds shall be by an order drawn by the Chair and the Executive Director upon the Treasurer. Except when issued for the payment of judgments, salaries, and wages previously fixed by the Board or by statute, principal and interest on obligations, rent, and other fixed charges, the exact amount of which has been previously determined by contract authorized by the Board, and except as provided hereafter, no order shall be issued until the claim to which it relates has been audited and allowed by the Board. Upon allowance by the Board, a claim may be paid. Section 2. Notwithstanding: the orovisions of Section 1 herein. the Executive Director is authorized to Day claims incurred in the usual course of ooerating: Minnesota Valley Transit Authority without orior Board authorization to a maximum total amount of $10.000 oer month. The Executive Director shall submit claims oaid under this Section to the Board at its next meeting: for audit and ratification. Section ~3. When payment of a claim based upon contract cannot be deferred until - the next Board meeting without loss to the Authority through forfeiture of discount privileges, or otherwise, it may be paid immediately if the itemizede is endorsed for payment by at least a majority of all members of the Board. The claim shall be acted upon formally and ratified at the next regularBoard meeting in the same manaer as if it had not been paid. Section M. Any officer or other agent or employee of the Authority who is authorized, singly or in conjunction with another or others, to sign checks, drafts, warrants, warrant checks, vouchers, or other orders on public funds on deposit in a depository bank, -4- -----~ccc'f" {f' may authorize the bank to honor any such instrument bearing a facsimile of that person's signature and to charge the same to the account upon which drawn as fully as though it bore his or her manually written signature. Anyone or more of all of the signatures upon any such instrument may be by facsimile as herein provided. ARTICLE IX. OFFICIAL NEWSPAPERS The Authority designates as its official newspapers the official newspapers designated bv the parties and Dakota and Scott Counties. ARTICLE XI. AMENDMENTS These Bylaws may be amended at any regular or special meeting of the Board with the approval of five (5) Commissioners of the Board, which must include at least four Commissioners appointed bv a party. provided a copy of the proposed amendment has been furnished to each Commissioner of the Board at least ten fW1-days prior to the meeting subject to ratification of each party. Motion to Adopt Bylaws: Motion Seconded By: Ayes _ Nayes_ ADOPTED as amended February 1993 by the Minnesota Valley Transit Authority this _ day of , 1996. MINNESOTA VALLEY TRANSIT AUTHORITY BY: Its Chair ATTEST Its Execatiye Director Secretary 10252\950712\51486 (nonredlined version is at 51487) -5-