By-Laws

~BY-LAWS~
of the
MID MISSOURI SOLID WASTE MANAGEMENT DISTRICT

As amended and approved June 21, 1995; May 15, 2002, May 21, 2003, May 10, 2006, May 14, 2015

 

This joint powers agreement made and entered into by, between, and among the political subdivisions, with signed resolutions of adoption on file with the Mid-Missouri Solid Waste Management District, included in attachment A of this document hereinafter referred to as “Members” or “Member” pursuant to the authority granted by RSMo. 260.300 – 260.345 and all acting by and through their respective governing bodies.

Extent of Covenants; No Personal Liability.  All covenants, stipulations, obligations and agreement of a County/City contained in this Agreement are and shall be deemed to be covenants, stipulations, obligations and agreements of that County/City to the full extent authorized by law and permitted by the Constitution of the State.  No covenant, stipulation, obligation or agreement of a County/City contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, officer, agent or employee of that County/City in other than that person’s official capacity.

ARTICLE I
NAME OF DISTRICT

The organization shall be known as the Mid Missouri Solid Waste Management District, hereinafter referred to as the District.

ARTICLE II
PURPOSE

  1. The purpose of the District shall be for its members to contract and cooperate in solid waste management planning for its members.  In addition, a further purpose of the District shall be to promote intergovernmental cooperation in solving solid waste management problems and to promote waste reduction, resource recovery and recycling.
  2. Neither the Council nor the Executive Board shall interfere into the legal operations and/or ownership of landfills operated or controlled by political entities or private enterprises within its district except in an advisory capacity if requested by that entity or private enterprise.

ARTICLE III
MEMBERSHIP

Each county and any incorporated city within the Missouri Department of Natural Resources designated Region H is eligible to become a member of the District and have representation on the Council and Executive Board.  In order to become a member, the County Commission must pass the appropriate resolution or court order, or the city council or equivalent body must pass a resolution so stating its desire and forward to the appropriate offices.  Any incorporated city within Solid Waste Region H as designated by the Department of Natural Resources may belong to the Mid Missouri Solid Waste Management District regardless of whether the county within which they are located is a member of the District.  Member political subdivisions remain Members of the District until they request to end their membership by resolution or court order.

ARTICLE IV
POWERS AND DUTIES

The District shall be a public body corporate and politic and separate legal entity exercising public and essential governmental functions to provide for the public health, safety, and welfare and shall have the following powers:

  1. To adopt and have a common seal and to alter the same at pleasure.
  2. To sue and be sued.
  3. To acquire, hold, use and dispose of the reserves derived from the operation of its facilities and other monies of the District.
  4. To acquire, hold, use and dispose of other personal property for the purposes of the District.
  5. To acquire by purchase, gift, lease or otherwise real property and easements therein, necessary or useful and convenient for the operation of the district subject to all liens thereon, if any, and to hold and use the same, and to dispose of property so acquired no longer necessary for the purpose of this District.
  6. To accept gifts or supplies for the purposes of the district and to make and perform such agreements and contracts as may be necessary or convenient in connection with the procuring, acceptance or disposition of such gifts or grants.
  7. To make and enforce by-laws or rules and regulations for the management and operation of its business and affairs for the use, maintenance and operation of its facilities and any other of its properties, and to annul the same.
  8. To do and perform any acts and things authorized by R.S.Mo. 260.325 – 260.345, and by this agreement, under, through or by means of its officers, agents or employees, or by contracts with any person.
  9. To enter into any and all contracts, execute any and all instruments, and do and perform any and all acts or things necessary, convenient or desirable for the purpose of the District or to carry out any powers expressly given by this agreement.
  10. To cause the disposal of solid waste material originating within each Member, pursuant to any contract between the District and each Member.
  11. To fix, establish and maintain such rates, tolls, fees, rentals and other charges for the services and facilities of the district sufficient to pay at all times the costs of maintaining, repairing and operating said facilities, to pay the principal of and interest on bonds of the District then outstanding, to provide for replacements, depreciation and necessary extensions and enlargements and to provide a margin of safety.
  12. To make or cause to be made studies and surveys necessary or useful and convenient to carrying out the functions of the District.
  13. To contract with and compensate consultants for professional services including but not limited to architects, engineers, planners, lawyers, accountants, rate specialists and all others found necessary or useful and convenient to the stated purposes of the District.
  14. To exercise such powers for the effective disposal of solid waste as are available under then existing laws to each Member as is necessary or useful and convenient to carrying out the functions of the District within such Member, as such functions are defined by a service contract entered by and between that Member and the District.
  15. To provide for a system of budgeting, accounting, auditing and reporting of all District funds and transactions, for a depository, and for the bonding of employees.
  16. To consult with representatives of Federal, State and local agencies, departments and their officers and employees and to contract with such agencies and departments.
  17. To borrow money, make and issue negotiable bonds, certificates, bond anticipation notes, refunding bonds and notes or any part thereof by a pledge of any or all of the District’s net revenues and any other funds which it has a right to, or may hereafter have the right to pledge for such purposes.
  18. To provide in the proceeding authorizing such obligations for remedies upon default in the payments of principal and interest on any such obligations including but not limited to, the appointment of a trustee to represent the holders of such obligations in default and the appointment of a receiver of the District’s property, such trustee and such receiver to have the powers and duties provided for the proceeding authorizing such obligations.
  19. To hire supervisors and employees, fix their compensation, benefits, personnel rules and regulations, and terminate their employment.
  20. To borrow money and accept grants, contributions or loans from and to enter into contracts, leases or other transactions with municipal, county, state or the federal government.
  21. To exercise all the aforesaid enumerated powers as may be necessary to carry out any activity or purpose for which the members of this District may contract and cooperate with each other or with any other municipality or political subdivision, or with an elective or an appointive official thereof, or with a duly authorized agency of the United States, or of this state, or with other states or their municipalities or political subdivisions, or with any private person, firm, association or corporation, for the planning, development, construction, acquisition or operation of any public improvement or facility, or for a common service as set forth in Section 70.220 of the Revised Statutes of Missouri relating to cooperation by political subdivisions.
  22. To contract with any city or county within the District to provide all or part of solid waste management services.

ARTICLE V
COUNCIL

  1. Representation on the Council shall consist of:

Two appointees from each member county appointed by the Presiding Commissioner with commission approval.

One appointee from each member city.  Appointment shall be made by the elected officials of the city.

Each appointee shall have one vote, and shall be known as the District Council Representative (DCR) for that political subdivision.

Each DCR may appoint a duly authorized alternate.

  1. Per Section 260.320(5) RSMo., no person shall serve as a member of the Council who is a stockholder, officer, agent, attorney or employee or who is in any way pecuniarily interested in any business which engages in any aspect of solid waste management regulated under Section 260.200 to Section 260.345 RSMo.; provided, however, that such member may own stock in a publicly traded corporation which may be involved in waste management as long as such holdings are not substantial.
    C.    Each Council member shall serve at the pleasure of the appointing authority.  Council members do not have to be elected officials.
  2. The Council shall review and act upon the District Comprehensive Solid Waste Management Plan or the revisions thereof recommended by the Executive Board, at the earliest possible Annual District Meeting.

ARTICLE VI
COUNCIL POWERS

  1. The Council may exercise the powers granted to it in Sections 260.200 to 260.345 RSMo.
  2. The Council shall:

(1)    Select a Council Chair, Council Vice Chair, and such other officers as it deems appropriate;
(2)    Adopt by-laws and any amendments thereto;
(3)    Review and act upon recommendations by the Executive Board; and
(4)    Adopt an annual budget.

  1. The Council shall take no action nor select any Council officer nor conduct any meeting unless a quorum is present.  Official action by the Council may be taken by mail ballot properly verified by the secretary.
  2. The Council Chair is entitled to vote.

ARTICLE VII
COUNCIL MEETINGS

  1. The Council shall meet within 120 days prior to the end of the fiscal year, or as soon after as practical, or upon the call of either the Chair of the Council or the Chair of the Executive Board.   This shall be the Annual District Meeting.  Fifteen (15) DCR shall constitute a quorum. Additional meetings may be called by the Chair of the Council or the Chair of the Executive Board.
  2. At the Annual meeting in June, Council officers shall be elected for one year terms which shall coincide with the Council’s fiscal year beginning July 1 of each year.

ARTICLE VIII
EXECUTIVE BOARD

  1. The Executive Board shall consist of:

One (1) member appointed by the members from Audrain County;
One (1) member appointed by the members from Boone County from any of its members excluding Columbia;
One (1) member appointed by the members from Callaway County;
One (1) member appointed by the members from Cole County;
One (1) member appointed by the members from Cooper County;
One (1) member appointed by the members from Howard County;
One (1) member appointed by the members from Moniteau County;
One (1) member appointed by the members from Osage County;
One (1) member appointed by the City Council of each member City that has a population, greater than 35,000, as determined by the most recent census.
B.    The Executive Board officers shall be elected by the Executive Board and consist of:

Chair, Vice Chair, Secretary, and Treasurer.

The Chair and Vice Chair shall be a member of the Executive Board, but the Secretary and Treasurer are not required to be.  Officers are to be elected annually at the first meeting of the Executive Board following the Annual District Meeting.

  1. A simple majority of the Executive Board shall constitute a quorum.  The Board shall take no action nor select any board officer nor conduct any meeting unless a quorum is present.  Official action by the Board may be taken by mail ballot properly verified by the Secretary.
  2. The Chair shall preside over Executive Board meetings, keep order, manage the proceeding and govern the administrative details of the District’s business.  The Chair is entitled to vote.
  3. The Vice Chair shall act in the place of the Chair in the event that the Chair is unable to attend.
  4. The Secretary shall serve as secretary to the Council and the Executive Board and shall be responsible for keeping the minutes at meetings of Council meetings and Executive Board meetings.  The Secretary’s duties will also include keeping the Districts records, the official correspondences and giving and receiving notices, scheduling meetings and sending an agenda to each Executive Board member, and properly posting the meeting agenda as required by RSMo 610.020, unless the Executive Board assigns these duties to an employee or other agent.  No final action shall be taken on any matter unless it appears on the agenda.
  5. The Treasurer’s duties shall consist of the collection, receipt, custody, and disbursement of the District’s funds.  The Treasurer shall give bond, to be paid by the District, for the faithful discharge of his duties in such amount as the Executive Board determines.
  6. Appointments to the Executive Board shall be made by a vote of the DCRs being represented on the Executive Board by that appointee.  Terms on the Executive Board shall extend until a new appointment is made, or until a vacancy occurs as provided for below.  A simple majority of all the DCRs in that county is required to elect an Executive Board.  Executive Board members may be removed by a vote of the appointing authority.  Executive Board members do not have to be elected officials.
  7. Voting for Executive Board members shall be recorded on a signed ballot at the Annual District Meeting, or by mail ballot for filling vacancies.
  8. Vacancies on the Executive Board may arise by, including, but not limited to, removal from office, illness, death, or location to another district.  Such vacancies shall be filled in the same manner as the initial appointment.  Any vacancy of any office resulting from such vacancy shall be filled at the next duly called meeting of the Executive Board in the same manner as Executive Board elections.
  9. Each member on the Executive Board may appoint an alternate to the Executive Board with full voting rights.

ARTICLE IX
EXECUTIVE BOARD POWERS

  1. The Executive board may exercise the powers granted to it in Section 260.200 to 260.345 RSMo.
  2. The Executive Board may apply for and accept grants, gifts, or appropriations from any public or private sector, make all expenditures which are incidental and necessary to carry out its purpose and powers, and take such action, enter into such agreements and exercise all other powers and functions necessary or appropriate to carry out the duties and purposes of Sections 260.200 to 260.345 RSMo.
    C.    The Executive Board shall comply with all planning requirements made of it by the Missouri Department of Natural Resources, update an inventory of solid waste management services available within the District, and shall comply with all legal requirements imposed by Section 260.325 RSMo.
  3. The Executive Board shall:

(1)  Review and comment upon applications for permits submitted pursuant to Section 260.205 RSMo. for solid waste processing facilities and solid waste disposal areas which are to be located within the region or, if located in an adjacent region, which will impact solid waste management practices within the region.

(2) Recommend changes in the District Plan to the District Council.  The board shall adopt procedures for review of the District Plan allowing for public participation.

(3)  Identify illegal dump sites and provide all available information about such sites to the appropriate county prosecutor and to the Department of Natural Resources.

(4)  Establish an education program to inform the public about responsible waste management practices.

(5)  Establish procedures to minimize the introduction of small quantities of hazardous waste, including household hazardous waste, into the solid waste stream.

(6)  Assure adequate capacity to manage waste which is not otherwise removed from the solid waste stream.

(7)  Appoint advisory committees as deemed necessary to assess and make recommendations on solid waste management.  The Executive Board shall designate such other committees as may from time to time be required.

(8) The Chair of the Executive Board shall serve as the representative from the District to the Solid Waste Advisory Board (SWAB).  The Board shall elect an Alternate from among the members of the Board at the first meeting of the Executive Board following the Annual Meeting to serve in her or his place, from among the other Board members.  The Alternate will have full voting authority at SWAB meetings.

  1. The Executive Board may enter into contracts with any person for services related to any component of the solid waste management system.  Bid specifications for solid waste management services shall be designed to meet the objectives of Sections 260.200 to 260.345 RSMo., encourage small businesses to engage and compete in the delivery of waste management services and to minimize the long-run cost of managing solid waste.  Bid specifications shall enumerate the minimum components and minimum quantities of waste products which shall be recycled by the successful bidder.  The Executive Board shall divide the District into units to maximize access for small businesses when it requests bids for solid waste management services.
  2. Per Section 260.320(5) RSMo., no person shall serve as a DCR or as a member of the Executive Board who is a stockholder, officer, agent, attorney or employee or who is in any way pecuniarily interested in any business which engages in any aspect of solid waste management regulated under Sections 260.200 to 260.345 RSMo.; provided, however, that such member may own stock in a publicly traded corporation which may be involved in waste management as long as such holdings are not substantial.
  3. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the District, shall be signed by such officer or officers, agent or agents of the Executive Board and in such manner as shall be determined by resolution of the Executive Board.
  4. All funds of the District shall be deposited from time to time to the credit of the District in such bank, trust companies or other depositories as the Executive Board may select.  All funds shall only be deposited in accounts or in governmental securities which are 100% covered by federal insurance or by other pledged instrument.
  5. The Executive Board may establish, amend and repeal formal rules, procedures, and policies for the conduct of business by the District.  These rules, procedures and policies may include, but are not limited to, personnel matters, financial management, appointment of and delegation to committees, and records management.

ARTICLE X
FISCAL YEAR, BUDGET AND AUDIT

  1. The fiscal year of the District shall be from July 1 to June 30.

B    The Executive Board shall be responsible for preparing an annual budget.  This annual budget will then be presented to the Council for approval at the Annual District Meeting.  The Executive Board shall cause an audit of the District’s records and shall be responsible for accepting such audit for the previous fiscal year by an independent certified accountant to be prepared annually.

ARTICLE XI
PARLIAMENTARY AUTHORITY

Rules contained in the current edition of Robert’s Rules of Order shall govern the Council and Executive Board in all cases to which they are applicable and in which they are not inconsistent with the by-laws and any special rules of order they may adopt.

ARTICLE XII
FINANCING

  1. The Executive Board may assess annually up to $500 to each member represented on the Executive Board.  In the further event that the Council or the Executive Board uses any employee of a County/City in the service of the District, the County/City employing that person shall provide to the Executive Board information necessary to determine the direct cost and expense to that County/City of the provision of that employee’s service to the District.  The failure of a member to pay its pro rata share of a District assessment may be considered a withdrawal of that member from the District.
  2. Property Acquisition – The Executive Board may lease, purchase or acquire by any other means from members or from any other sources, such real and personal property as is required for the operation of the District and the carrying out of the purpose of this agreement.  The Executive Board shall maintain title to all such property in the name of the District and shall require the Executive Board Secretary to maintain an inventory.  Property, materials and services shall be acquired or disposed of only upon a majority vote of a quorum attending a duly called Executive Board meeting, provided, however, that by the same vote the Executive Board may authorize the officers to expend such funds as the Executive Board may direct for other authorized purposes of the District.
  3. All conveyances of real property owned or held in the name of the District shall be made and executed on behalf of the District by the Chairman or Vice Chairman and Secretary of the Executive Board.
  4. All property acquired by the District after the formation of the District shall be held in the name of the District, and no expenditure, sale or purchase shall be made without the approval of a majority of the members of the Executive Board at a meeting where a quorum is present.  The Executive Board shall comply with the provisions of the Missouri Statute applicable to political subdivisions relating to the acquisition and disposal of property.  In the event that a participating County/City removes itself from the District, all property interests are forfeited without compensation to the County/City.  If the District shall cease to exist, the assets of the District shall be liquidated and the proceeds distributed among the current member Counties/Cities as nearly as possible in proportion to each County’s/City’s population at the last decennial census. For the purposes of this Article, the County population will not include those persons represented by a member city on the Council.

 ARTICLE XIII
BOOKS AND RECORDS

  1. The District shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Council of the Executive Board and committees appointed by the Council or Board, and shall keep at the registered or principal office a record giving the name and addresses of the members and their representative on the Council and Executive Board.  All books and records of the District may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
  2. The District shall comply with the Open Meetings and Records Law of Chapter 610 RSMo.  The Executive Board shall adopt a written policy for the District relating to this law, as required by Section 610.028 RSMo., and shall appoint a custodian of records as required by Section 610.023 RSMo.

Bylaws reaffirmed by MMSWMD Council on May 14, 2015

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Thomas A. Groves,  MMSWMD Council Chair

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John C. Miller,  MMSWMD Council Vice – Chair