Bylaws of NDSWRA
Following are the bylaws of the North Dakota Solid Waste and Recycling Association.
Read the 2017 NDSWRA bylaws (PDF, 10.22 MB).
- 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 Meeting
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
These bylaws may be altered, amended, or repealed, and new Bylaws may be adopted at the Association’s annual meeting.
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.
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.
Article 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.
Article 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.