Bylaws

BY-LAWS OF
CARNELIAN-MARINE-ST. CROIX WATERSHED DISTRICT

ARTICLE I.
NAME

Section 1. NAME: Carnelian-Marine-St. Croix Watershed District (“CMSCWD”).

ARTICLE II.
PURPOSE

Pursuant to MN Statute 103D.201, Watershed Districts’ General Purpose is as follows:
“To conserve the natural resources of the state by land use planning, flood control, and other conservation projects by using sound scientific principles for the protection of the public health and welfare and the provident use of the natural resources”.

ARTICLE III.
CMSCWD BUSINESS OFFICE AND REGULAR MEETING LOCATION

Section 1. BUSINESS OFFICE:
The principal place of business of the Carnelian- Marine-St. Croix Watershed District shall be located at 21150 Ozark Avenue, P.O. Box 188, Scandia, MN 55073.

Section 2. REGULAR MEETINGS:
CMSCWD shall hold regular meetings at the
Scandia Community Center, Heritage Room, 14727 209th Street North, Scandia, MN 55073; provided, however, that the managers may adjourn to other meeting places. Regular meetings shall be held on the second Wednesday and fourth Wednesday of each month at 6:30 p.m.

ARTICLE IV.
BOARD OF MANAGERS

Section 1. COMPOSITION OF CMSCWD BOARD OF MANAGERS 
CMSCWD is composed of seven managers appointed by the Washington County Board of Commissioners.

Section 2. TERMS OF OFFICE
Appointments made by the County Board of Commissioners to the CMSCWD Board of Managers are for three-year terms. A manager’s term continues until a successor is appointed and qualified.

Section 3. BONDING
The Board, at the District’s expense, will provide a bond for each manager in accordance with Minnesota Statutes §103D.315, subd. 2.

Section 4. VACANCIES
Any manager who is unable to fulfill their three-year term of office on CMSCWD Board of Managers shall notify the District’s Administrator and their respective county commissioner of the fact they will be leaving their positions as manager on the CMSCWD so the county they represent can appoint another manager as soon as possible to complete the departing manager’s term in office.

Section 5. COMPENSATION 
At the Annual Meeting, the Board of Managers will determine a stipend to be paid for regular meetings, an hourly rate for all other meetings and work performed in the duty as manager of the watershed. Mileage will be reimbursed at a rate consistent with the current IRS Business mileage rate. At no time will this rate exceed the amount allowed undercurrent Minnesota State Statute 103D.315, subd. 8: “The compensation of managers for meetings and for performance of other necessary duties may not exceed $75 a day. Managers are entitled to reimbursement for traveling and other necessary expenses incurred in the performance of official duties.”

Section 6. SUBMISSION OF MANAGERS’ EXPENSES
A claim form shall be filled out by each manager and submitted to the CMSCWD office to be processed and approved in the same manner as other claims.

Section 7.  REQUESTS FOR PAYMENT
(a)  All invoices and requests for payment shall be sent to the Administrator. No payment of invoices submitted to the Administrator shall occur without a majority vote of the managers approving the expenditure.

(b) Claim forms for payment will be either in the form of an invoice or a manager Reimbursement for Expenses/per diem form. Invoices must show date, type of work and amount. Managers must submit a receipt for reimbursable expenses.

(c) Each original invoice or request for payment shall be available at the Board meeting for review by the managers. The Treasurer shall direct the Administrator to prepare a list of the bills to be paid by type and class, to be incorporated in the Minutes of the regular monthly meeting.

Section 8. DISTRICT LIABILITY INSURANCE
(a) CMSCWD shall maintain public officials’ liability insurance policy to protect the managers from lawsuits brought about by the performance of their duties as managers for the district. CMSCWD shall pay the full initial policy premium as well as any deductible amounts provided for by the policies.

(b) CMSCWD shall maintain a workers’ compensation policy pursuant to the Minnesota statutory requirements for elected and appointed officials. CMSCWD shall pay in full the initial policy premiums as well as deductible amounts, if any.

Section 9. ATTENDANCE
Managers are expected to attend meetings of the Board of Managers. A manager’s failure to attend three consecutive meetings, or exhibits a pattern of failing to attend multiple meetings, may be reported, at the Board’s discretion, to the Washington County Commission.

ARTICLE V.
OFFICERS

Section 1. ELECTION OF OFFICERS 
The following officers shall be elected each calendar year on or before the first regularly scheduled meeting in August: President, Secretary and Treasurer. Terms are for one-year unless re-elected. In the event an officer cannot complete his or her term of office, the Board will immediately elect from among its members an individual who will complete the unexpired portion of the term.

Section 2. DUTIES OF OFFICERS
(a) The President shall:
i. Chair at all meetings of the Board of Managers;
ii. Sign all contracts;
iii. Delegate responsibilities to managers;
iv. Direct the District’s Administrator;
v. Give direction to vendors and contracted services at any time after consultation with Administrator; and
vi. Have such other powers and perform such other duties as the Board may from time to prescribe

(b) The Secretary shall:
i. Be responsible for preparation of the minutes;
ii. Be responsible for retention of files; and
iii. Sign contracts that require a second signature.
iv. Certify levies, records, and proceedings of the District.
v. File the monthly bank statement with cancelled checks together for each month of the calendar year.

(c) The Treasurer
i. Give an oral report on the financial status of the District at each regular monthly meeting;
ii. Be responsible for maintaining accurate and current information for all CMSCWD financial accounts;
iii. File the monthly bank statement with cancelled checks together for each month of the calendar year.

Section 3. DELEGATION OF SECRETARY AND TREASURER’S DUTIES
The Board may approve delegation of any duty of the Secretary and/or Treasurer to the District’s Administrator or other District staff member. The Administrator or other staff member will only have authority to act as directed by the Board.

ARTICLE VI.
MEETINGS OF CMSCWD BOARD OF MANAGERS

Section 1. REGULAR SET MEETINGS
The managers shall have regular meetings on the second Wednesday and fourth Wednesday of each month.

Section 2. SPECIAL MEETINGS
Special meetings to conduct the business of the CMSCWD may be held as the managers may deem necessary, and shall be noticed as legally required.

Section 3. PUBLIC HEARINGS 
Public hearings and meetings of the CMSCWD are shall be conducted pursuant to Chapter 429 or any other charter provision requiring a public hearing.

Section 4: QUORUM 
A quorum shall consist of any four managers present. No meeting shall be opened without a quorum.

Section 5. NOTICE OF MEETINGS 
Notice of meetings other than regular monthly meetings shall be posted and/or mailed as required by MN Statutes.

Section 6. CALL OF MEETINGS
Special meetings may be called by any manager. Any manager may cause the secretary to issue a call for a meeting, provided that the secretary shall cause written notice of said meeting to be mailed to each manger at least four (4) days before the meeting. The four-day written notice may be waived by any manger either before or after the meeting to which notice was given. A special meeting may be called by any manager at any regular meeting.

Section 7. CONDUCT OF MEETINGS
(a)  Meetings shall be presided over by the President.

(b)  In the absence of the President, the secretary or treasurer shall chair the meeting.

(c)  The meetings of managers shall be open meetings, unless closed under the
authority of Minnesota statutes, and the President may call upon other persons to speak on any question before the managers.

(d)  Any one manager may require the President to call upon other persons to
speak on any question before the managers.

(e)  The President may refuse to recognize any person who has already spoken twice on any single question until other persons have been heard.

(f)  The meetings of the managers shall be informal but questions of the parliamentary procedure shall be resolved by application of Robert's Rules of Parliamentary Law, Newly Revised Edition.

(g)  The President may appoint a parliamentarian who may be one of the managers or the attorney for the District. The function of the parliamentarian is to advise the President at his or her request.

(h)  At a regular meeting anything can be considered that may properly be brought before the managers.

Section 9: MINUTES
(a)  The format for the minutes shall take the form of one (1) paragraph for each subject matter and should show all main motions and the wording in which each motion was adopted or otherwise disposed of (with the facts as to how the motion may have been debated or amended before disposition being mention parenthetically).

(b)  Minutes shall be distributed at least 5 days prior to the next regular meeting, and shall normally be read and approved at the beginning of the next regular meeting after the call to order.

(c)  Special meeting minutes, unless written as a separate set of minutes, shall be included in the minutes of the next regular meeting.

(d)  Corrections, if any, and approval of the minutes shall be done by majority consent.

(e)  By majority vote, the reading of the minutes can be dispensed with, provided the minutes were written and made available to the managers for their review. Approval of the minutes by majority vote shall take place prior to any subsequent meeting minutes being read or approved.

Section 10: ANNUAL MEETING
The annual meeting of the CMSCWD will be held at the regular meeting in August of each year. At the annual meeting the managers will elect officers of the District to the term of one year. The managers will proceed to elect among themselves the following officers: President, Secretary and Treasurer. In addition to the election of officers, on a bi-annual basis, the managers shall appoint or re-appoint for the ensuing two year period a bank or depository for funds of the District, a consulting engineer, legal counsel, and such other professional assistance as the District may require.

ARTICLE VII.
MISCELLANEOUS

Section 1. RULES AND REGULATIONS
The watershed district will operate in accordance with Minnesota Statutes 103B and 103D and other applicable state statutes and rules.

Section 2. ADVISORY COMMITTEE
The managers shall appoint an advisory committee pursuant to MS 103D.331 annually. The committee shall be comprised of advisors that live in the District and either represent the Townships or Municipalities or by trade or lifestyle provide expertise in the Watershed area. If deemed appropriate by the Board of Managers, appointment to the advisory committee may be made at any regular meeting throughout the year.

Section 3. FISCAL YEAR
The fiscal year of the CMSCWD shall be the same as the calendar year.

Section 4. ANNUAL REPORT
An annual report and newsletter shall be prepared by the Administrator and shall be approved for submission pursuant to MS 103D.351, upon a majority vote of the managers.

Section 5: ANNUAL AUDIT
The managers shall cause an annual audit of the books and accounts of the District pursuant to MS 103D.335.

ARTICLE IX.
AMENDMENT TO BY-LAWS

Section 1. ADOPTION AND REVISION
These By-laws may be adopted by affirmative vote of four of the mangers. Thereafter, to suspend these By-laws or revise them shall require an affirmative equivalent of four votes provided that the amendment has been submitted in writing at a previous regular meeting.

Motion to amend by-laws by Manager Tuenge
Second by Manager De Vault 
For 5       Against 0

Adopted and Revised: June 8, 2016

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