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Bylaws of the
North Dakota Solid Waste and Recycling Association
(Last Updated in September 2009)
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ARTICLE
I. NAME AND PURPOSE OF
CORPORATION
ARTICLE II.
MEMBERSHIP
ARTICLE III.
BOARD
OF DIRECTORS
ARTICLE IV.
OFFICERS
ARTICLE V.
BRANCHES AND COMMITTEES
ARTICLE VI.
BUDGET/MEMBERSHIP YEARS
ARTICLE VII.
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
ARTICLE VIII.
AMENDMENTS
ARTICLE IX.
DISSOLUTION
ARTICLE X.
SIGNATURES
ARTICLE I.
NAME AND PURPOSE OF CORPORATION
Section 1. Name.
This Association shall be known as the North Dakota
Solid Waste
and Recycling Association (“Association”). Throughout
these Bylaws, the terms “Association” and “Corporation”
may be used interchangeably, although referring to the
same entity.
Section 2. Offices.
The principal office of the Association shall be located
at the North Dakota Department of Health, Division of
Waste Management in the city of Bismarck, County of
Burleigh, North Dakota. The Association may have other
such offices, either within or outside of the state of
North Dakota as the Board of Directors may designate or as
the business of the Corporation may require from time to
time.
Section 3. Purpose.
Said Corporation is organized exclusively for educational
and scientific purposes, including, for such purposes, the
making of distributions to organizations that qualify as
exempt organizations under section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any
future federal tax code. The purposes of the Corporation
shall be as stated in the Articles of Incorporation, to
wit:
__ To receive and maintain
funds from the Association, and to apply the income and
principal therefrom to promote environmentally sound waste
management practices within the state of North Dakota;
__ To provide an
information clearing house for recyclers, waste managers,
and the interested public throughout North Dakota and
adjoining states;
__ To
create a partnership with the industrial/manufacturing
interest operating within North Dakota which fosters and
shares experience and best management practices for the
waste which these parties generate.
__ To provide technical
information and assistance to all interested parties;
__ To provide continuing
education to landfill operators, haulers, facility owners,
and other waste management professionals;
__ To provide
training/seminars for Association members and non-members;
__ To provide an umbrella
educational organization for separate branches within the
Association which represent specific segments of solid
waste management; and
__ To engage in any lawful act or
activity for which an association may be organized under
NDCC Chapter 10-24, and have all the powers set forth
therein.
Section 4. Non-Profit Status.
No part of the net earnings of the
Corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers, or
other private persons, except that the Corporation shall
be authorized and empowered to pay reasonable
compensation for services rendered and to make payments
and distributions in furtherance of the purposes set
forth in Article III hereof. No substantial part of the
activities of the Corporation shall be the carrying on
of propaganda, or otherwise attempting to influence
legislation, and the Corporation shall not participate
in, or intervene in (including the publishing or
distribution of statements) any political campaign on
behalf of or in opposition to any candidate for public
office. Notwithstanding any other provision of these
articles, the Corporation shall not carry on any other
activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under section
501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or
(b) by a corporation, contributions to which are
deductible under section 170(c)(2) of the Internal
Revenue Code, or the corresponding section of any future
federal tax code.
ARTICLE
II. MEMBERSHIP
Section 1.
Nondiscrimination Statement.
Membership in this organization shall be without regard to
race, color religion, creed, sex, sexual orientation,
national origin, handicap, age, marital status, veteran
status, political belief or affiliation, or membership or
non-membership in any organization.
Section 2. Class of
Members. The Association shall be made up of all
voting and non-voting members who become members by
obtaining a membership in the Association directly. A
member shall be defined as an individual, organization,
governmental agency, partnership, joint venture, or
corporation. A business or organization with more than
one office, is a member for only one location (therefore
each location must join as a separate member). Each
voting member shall be entitled to one vote per person
(regardless of the number of employees per entity); i.e.
Member A (business with 20 employees) has 5 employees
attend the annual meeting; therefore each person attending
votes. Member B (individual membership) is the only
person to attend the annual meeting; therefore he/she
places only one vote. Employees of such entities may be
designated to hold office such as a Board Director of the
Association or branch chairperson, to serve on committees,
and to take such other actions as may be authorized by the
Board of Directors, and the said member is limited to one
employee per position.
Section 3. Dues.
The Board of Directors shall determine from time to time
the annual dues payable to the Association by members, and
shall give appropriate notice to the members. Dues of a
new member shall be paid for a one-year period pending
completion of the membership application. Membership
applications will be mailed or e-mailed each month to the
members for renewal of their membership. When any member
is in default in the payment of dues for a period of
thirty (30) days after a renewal application has been
mailed and receipt confirmed, their membership may
thereupon be terminated. Additionally, members may be
asked to pay an additional assessment in support of
special services, such as programs and seminars.
Section 4. Membership
Certification. The Association shall issue
certificates evidencing membership to all members upon
receipt of the said member’s application and payment.
Section 5. Membership List
and Directory. A membership list shall be kept which
shall designate the current members and shall include the
amount of money paid to the Association by each member and
the date thereof. For the purpose of determining members
entitled to notice of or to vote at any meeting of members
or any adjournment thereof, or in order to make a
determination of members for any purpose, the Board of
Directors of the Association may provide that the
membership list be closed for a stated period but not to
exceed, in any case, fifty (50) days; and said membership
list shall be closed for at least ten (10) days
immediately preceding such meetings. The Board of
Directors shall publish an annual list of all
current members during the first quarter of each fiscal
year.
Section 6. Annual
Meeting. The annual meeting of
the members shall be held during the month of September at
a time, date, and place to be set by the Board of
Directors.
Section 7. Special
Meetings. Special meetings of the members for any
purpose or purposes, may be called by a branch
chairperson or by the Board of Directors. Special
meetings of the members may also be called by members
representing ten (10) percent of the votes entitled to be
cast at the said meeting.
Section 8. Notice of
Members’ Meetings. Written or printed notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than seven
nor more than fifty days before the date of the
meeting, either personally, by United States mail,
or by electronic mail, by or at the
direction of the president, or the secretary, or the
officers or persons calling the meeting, to each member
entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the
United States mail addressed to the member at the member’s
address as it appears on the records of the corporation,
with postage thereon prepaid.
Section 9. Quorum.
All eligible voting members at any business meeting shall
constitute a quorum.
Section 10. Voting.
For the purpose of accountability, only those people
registered with the secretary/treasurer as a voting member
of the Association, whether that person be a member as an
individual, organization, governmental agency,
partnership, joint venture, or corporation, shall be
eligible to vote. Voice voting will be used for adoption
of resolutions, election of officers, adoption and/or
changes to the Bylaws, and any other item so designated by
the Board of Directors. A written ballot may be used for
the election of directors. A standing vote
or a counted card vote may be requested by the body. In
order to encourage active participation in the business of
the Association, there shall be no voting by proxy and
only those members in attendance at a meeting shall have
the right to vote. Each voting member shall be entitled
to one vote per person (regardless of the number of
employees per entity), except affiliates which are
non-voting; i.e. Member A (business with 20 employees) has
5 employees attend the annual meeting; therefore each
person attending votes. Member B (individual membership)
is the only person to attend the annual meeting; therefore
he/she places only one vote. The majority will
determine the outcome of the vote.
Section 11. Adoption of
Resolutions. Each branch within the Association may
recommend resolutions for adoption by the Association.
Such resolutions must be presented to the Board of
Directors who must have one hundred (100) percent
agreement in the final wording from the three branches
prior to forwarding the resolution to the membership for
voting. The Board will present written resolutions to the
annual meeting twenty-four (24) hours in advance of vote
to adopt resolution by membership.
ARTICLE
III. BOARD OF DIRECTORS
Section 1. Duties.
The business affairs of this Association shall be
managed by the Board of Directors.
Section 2. Number and
Election of Directors. The Association’s Board of
Directors will be comprised of nine (9) elected members
with three (3) year staggered terms of office, and the
Executive Director, who shall serve ex officio. A
Director must be a member in good standing. No elected
member may serve more than one consecutive term. The
nominating committee will offer a single slate of
candidates to the membership for approval; however,
members may call for a run off election by petition with
signatures of twenty (20) percent or more of the current
membership nominating an additional candidate(s).
Section 3. Regular
Meetings. Monthly meetings of the Board of
Directors shall be held, with notice given via an
annual calendar (including dates and times of meetings),
as well as notice via fax, telephone or e-mail one week
prior to the meeting. One meeting will be held no sooner
than one (1) week prior to and no later than one (1) day
prior to the annual meeting to review and adopt the
wording of resolutions presented by the branches. A
meeting will be held immediately after and at the same
place as the annual meeting. The Board of Directors may
provide by resolution, the time and place for the holding
of additional meetings without notice other than such
resolution. If a director misses more than six (6)
meetings, not including emergencies, the Director may be
asked to step down and/or he/she may be replaced by a new
Director.
Section 4. Special
Meetings. Special meetings of the Board of Directors
may be called by or at the request of a chairperson or any
two (2) directors. Notice of any special meeting shall be
given at least five (5) working days previously thereto by
written notice mailed, or electronically mailed to
each director at their business or home address/e-mail
address. Written notice shall be deemed to be delivered
when deposited in the United States mail so addressed with
postage thereon prepaid. In addition to written
notification, telephone notice shall be made to confirm
attendance of directors. A record of such telephonic
notification will be maintained by the
secretary/treasurer.
Section 5. Agenda.
The business to be transacted and the purpose of any
regular or special meeting of the Board of Directors shall
be specified in the notice of such meetings.
Section 6. Quorum. A
majority of the number of Directors shall constitute a
quorum for the transaction of business, except the
adoption of the final wording of legislative resolutions
which requires the presence of no less than one (1)
representative of each branch to be present as part of the
majority of the number of directors to constitute a
quorum. The act of the majority of the directors at which
a quorum is present, shall be the act of the Board of
Directors.
Section 7. Vacancy.
Any vacancy occurring in the Board of Directors may be
filled by the recommendation of the Executive Council and
a majority vote of the remaining directors. A director
appointed to fill a vacancy shall be appointed for the
unexpired portion of their predecessor’s term.
Section 8.
Compensation. The Board of
Directors, except the Secretary and/or Treasurer that is
an officer, shall not receive any compensation for their
services.
Section 9.
Presumption of Assent. A
director of the Association who is present at a regular
meeting or special meeting at which action on any
corporate matter is taken, shall be presumed to have
assented to the action taken unless their dissent shall be
entered in the minutes of the meeting or unless they shall
file their written dissent to such action with the person
acting as the secretary of the meeting before the
adjournment thereof, or shall forward such dissent by
registered mail to the secretary of the Association
immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted
in favor of such action.
Section 10.
Indemnification of Directors and Officers. The
Association, insofar as permitted by law, may indemnify
any and all of its directors or officers, or both, or
former directors or officers, against any liabilities
arising and related expenses actually and necessarily
incurred by them, in the defense of any claim, action,
suit, or proceeding, civil or criminal, which they or any
of them are made parties or a party, by reason of being or
having been such director or officer, except in relation
to matters as to which any such director or officer shall
be adjudged in such action, suit, or proceeding to be
liable for negligence or misconduct in the performance of
duty. Such indemnification shall not be deemed to be
under any Bylaw, agreement or otherwise.
ARTICLE
IV. OFFICERS
Section 1. Number.
The officers of the Association shall have president,
vice president, secretary/treasurer, and the executive
director of the Association. The executive director
will serve ex officio.
Section 2. Term of
Office. The Board of Directors
shall elect the officers (except the executive director)
at the first meeting of the year following the annual
meeting of the membership. Each officer, except the
executive director, shall serve for a one (1) year term
and shall be a member in good standing. It shall require
a majority vote of the Board of Directors to elect the
officers. Typically, the vice president will succeed to
president. The succession will be confirmed each year
when the Board of Directors elects/appoints the executive
council. The executive director will be employed by the
executive council per confirmation of appointment by the
Board of Directors. The executive director’s appointment
may be terminated by the executive council and/or the
Board of Directors at any time.
Section 3.
Removal/Vacancy. An officer who
has been appointed by the directors may be removed by the
board. With the exception of the executive director, any
vacancy occurring in the officers of the Corporation may
be filled by the recommendation of the executive council
and a majority vote of the remaining directors. An
officer appointed to fill a vacancy shall be appointed for
the unexpired portion of their predecessor’s term. The
vacancy of the executive director shall be filled through
recruitment and hiring as specified in Section 2 of this
Article.
Section 4. President.
The principal duties of the president, the chief elected
officer of the Association and subject to the control of
the Board of Directors, shall, in general, be to supervise
and control the business affairs of the Association. They
shall, when present, preside at the meetings of the
members and of the Board of Directors. They may sign,
with the secretary/treasurer or any other proper officer,
certificates of membership, deeds, mortgages, contracts or
other instruments which the Board of Directors has
authorized to be executed; and, in general, shall perform
all duties incident to the office of the president, and
such other duties as may be prescribed by the Board of
Directors from time to time.
Section 5. Vice President.
The principal duties of the vice president shall be to
serve as the chairperson of the Membership Committee and
the Program and Education Committee. The vice president
shall also serve as the president in the absence of the
president and in the event of his or her inability to
act. When so acting, the vice president shall have all
the powers of and shall be subject to the restrictions
upon the president.
Section 6.
Secretary/Treasurer. The principal duties of the
secretary/treasurer shall be to: (1) keep the minutes of
the meetings of the members and of the Board of Directors;
(2) give notice of members and directors meetings, as is
required by the Bylaws; (3) have custody of the
Association records; (4) keep a register of the post
office addresses of each member, the amount paid in by
each member, and the date thereof; (5) serve as a member
on the membership committee chaired by the vice president;
(6) execute with the president or vice president
certificates of membership of the Association; (7) have
charge of and custody of, and be responsible for all funds
and securities of the Association, receive and give
receipts for monies due and payable to the Association and
deposit such monies in the name of the Association in such
depositories as shall be designated by appropriate
resolution of the Board of Directors; (8) serve as
chairperson of the Finance Committee; and (9) in general,
perform all duties incident to the office of the
secretary/treasurer and such other duties as from time to
time may be assigned by the president or Board of
Directors. The Board of Directors may authorize the
executive director to assume the day-to-day duties of the
secretary/treasurer, thereby providing staff support to
these functions.
Section 7. Executive
Director. The principal duties
of the executive director, who shall not be a member of
the Board of Directors, shall be the chief administrative
and executive officer and shall be charged with the
general supervision and management of the office, the
program, the staff, and the business affairs of the
Association. The executive director may have further
duties and responsibilities as authorized by the Board of
Directors. The executive director may employ persons to
assist in the day-to-day operations upon approval of the
Board of Directors.
Section 8. Compensation.
The officers of the Association, except the executive
director and other persons employed by the executive
director, and/or the Secretary and/or Treasurer, as
approved by the Board of Directors, shall not receive any
compensation for their services.
ARTICLE V.
BRANCHES AND COMMITTEES
Section 1.
Branches, Councils and Standing Committees.
The Board of Directors is authorized to
appoint such committees as may be appropriate to carry
out the purpose of the Association. Each committee
shall consist of two or more directors. Branches,
councils, and standing committees shall have such
responsibility and authority as provided herein and by
the Board of Directors. The branches will plan,
develop, and present programs that serve their special
needs. These programs will be designed to help
Association members exchange information and enhance
their skills and knowledge. The branches and councils
will help the Board of Directors guide the Association.
Section 2. Branch
Chairperson. Branch chairpersons must be directly
involved in the business of the branch. For example, the
Disposal Branch chairperson must be directly involved in
disposal operations. The executive director of the
Association shall be an ex officio member of all branches
and committees to which they are not specifically
appointed as a member.
Section 3. Executive
Council. The four (4) member Executive Council
shall be comprised of the president, vice president,
secretary/treasurer, and executive director of the
Association. The executive director of the Association
shall be an ex officio member of the Executive
Council and, as such, shall not be entitled to vote. The
Executive Council shall have the authority to take
administrative action on behalf of the Board of Directors
and to manage the day-to-day business of the Association.
Section 4. Disposal
Branch. Members of the Disposal
Branch will remain abreast of the latest aspects of
disposal operation issues. They will continually strive
to obtain and share technical information for disposal
operators/managers as well as other members of the
Association. They will provide technical information and
assistance to interested parties pertaining to disposal
operations as well as environmental issues that may
arise. They will propose resolutions and general policies
to the entire Association for adoption by the Association.
Section 5.
Collection Branch. Members of
the Collection Branch will remain abreast of the latest
aspects of waste collection issues. They will continually
strive to obtain and share technical information for waste
collectors as well as other members of the Association.
They will provide technical information and assistance to
interested persons pertaining to waste collection
operations as well as environmental issues that may
arise. They will propose resolutions and general policies
to the entire Association for adoption by the Association.
Section 6. Recycling
Branch. Members of the
Recycling Branch will remain abreast of the latest aspects
of the recycling of waste. They will continually strive
to obtain and share information for recycler operators and
participants as well as other members of the Association.
They will provide technical information and assistance to
interested persons pertaining to recycling operations as
well as environmental issues that may arise. They will
propose resolutions and general policies to the entire
Association for adoption by the Association.
Section 7. Policy
Resolution Committee. Members
of the Policy Resolution Committee will be drawn from the
three branches of the Association. They will draft,
review and finalize legislative and policy resolutions for
the Board of Directors. They will coordinate with the
branch chairpersons to obtain the branch consensus on any
proposed resolutions.
Section 8. Program
and Education Committee. The
Program and Education Committee shall be chaired by the
vice-president.
Section 9. Finance
Committee. The Finance
Committee shall be chaired by the secretary/treasurer.
Their primary duties will be to prepare financial reports
and budgets for the Board of Directors. In addition, they
will prepare annual financial reports and proposed budget
for the membership at the annual meeting.
Section 10.
Membership Committee. The
Membership Committee will be chaired by the vice
president. The Committee will work to recruit and add
members to the Association.
Section 11.
Nominating Committee. The
Nominating Committee will consist of three (3) members,
one (1) from each branch. The Nominating Committee will
offer a single slate of candidates for directors to the
membership for approval; however, members may call for a
run off election by petition with signatures of twenty
(20) percent or more of the current membership nominating
an additional candidate(s).
Section 12. Standing
Committees. The following are
Standing Committees that the Board of Directors may
appoint members to as specified within these Bylaws:
Awards Committee, and Audit Committee.
Section 13. Ad Hoc Committees.
The Board of Directors may establish and
appoint Ad Hoc Committees.
ARTICLE
VI. BUDGET/MEMBERSHIP YEARS
Section 1. Budget
Year. The Budget Year of the
Association shall begin on the first day of August and end
on the last day of July of each year.
Section 2. Membership Year.
The Membership Year of the Association shall begin on
January 1st and end on December 31st
of each calendar year. Each member that joins (completes
an application and submits appropriate payment) will be a
member in good standing for one year after payment is
received.
ARTICLE
VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1.
Contracts. The Board of
Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver
any instrument in the name of and behalf of the
Association and such authority may be general or confined
to specific instances.
Section 2. Loans.
No loans shall be contracted on
behalf of the Association and no evidences of indebtedness
shall be issued in its name unless authorized by
resolution of the Board of Directors. Such authority may
be general or confined to specific instances.
Section 3. Checks,
Drafts, etc. All checks,
drafts, or other orders for the payment of money, notes,
or other evidences of indebtedness issued in the name of
the Association, shall be signed by such officer or
officers, agent or agents of the Association and in such a
manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits.
All funds of the Corporation not otherwise
employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies,
or other depositories as the Board of Directors may
select.
ARTICLE
VIII. AMENDMENTS
Section 1.
These bylaws may be altered, amended,
or repealed, and new Bylaws may be adopted at the
Association’s annual meeting.
Section 2. Prior to
the Association’s annual meeting at which consideration is
to be given to altering, amending, or repealing these
Bylaws, the suggested amendment(s) must be submitted in
writing to each member at least thirty (30) days but not
more than sixty (60) days prior to the meeting at which
the proposed alternation, amendment, or repeal will be
voted upon, by mailing notice of the proposed action and a
copy of the proposed alteration, amendment or repeal to
each member to the address in the records maintained by
the Corporation.
Section 3. At
the annual meeting of the membership of the Corporation,
it shall require a two-thirds (2/3) vote of voting members
present at such meeting to alter, amend, or repeal these
Bylaws.
IX.
DISSOLUTION
Upon the
dissolution of the Corporation, assets shall be
distributed for one or more exempt purposes within the
meaning of section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal
tax code, or shall be distributed to the federal
government, or to a state or local government, for a
public purpose. Any such assets not so disposed of
shall be disposed of by a Court of Competent
Jurisdiction of the county in which the principal office
of the Corporation is then located, exclusively for such
purposes or to such organization or organizations, as
said Court shall determine, which are organized and
operated exclusively for such purpose.
X.
SIGNATURES
We the undersigned, being the current
Board of Directors of the North Dakota Solid Waste and
Recycling Association, a North Dakota non-profit
business corporation, formed under Chapter 10-24 of the
North Dakota Century Code, do hereby adopt the above,
foregoing, and annexed Bylaws, numbered as Articles I to
X, as the duly adopted Bylaws of said Association,
pursuant to NDDC 10-24.
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