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BYLAWS OF THE These bylaws were adopted pursuant to The Articles of Incorporation approved by the State of North Dakota on December 31, 1981 To enhance communication and cooperation between governments of the state of Minnesota and North Dakota, and the Province of Manitoba, in the management of water and related land resources for the benefit of the citizens of the RedRiver basin. SECTION I. PLACE OF BUSINESS The principal administrative functions of the Red River Water Resources Council, hereinafter referred to as the “Council,” shall be located within the state of North Dakota or Minnesota or the Province of Manitoba as shall be determined from time to time by the board of directors of the Council. The Council may also utilize a web site or other means to coordinate and communicate its activities. SECTION II. MEMBERSHIP Membership in the Council includes the states of Minnesota and North Dakota and the Province of Manitoba. Voting members on the Council shall be the three member directors from Minnesota, representing and appointed by the Minnesota Department of Natural Resources, the Minnesota Pollution Control Agency; and the Minnesota Board of Water and Soil Resources, and the three member directors from North Dakota, representing and appointed by the North Dakota State Water Commission and the North Dakota State Health Department; and the two member directors from Manitoba, representing and appointed by the Manitoba Water Stewardship. The Council members may designate alternates to represent them at the Council meetings. Advisory (non-voting) members shall include: Red River Basin Commission, Red River Watershed Management Board (RRWMB), North Dakota Red River Joint Board (NDRRJB), Natural Resources and Conservation Service (NRCS), United States Geological Survey (USGS), the United States Army Corps of Engineers (USACOE) and the United States Fish and Wildlife Service (USFWS). SECTION III. MEETINGS A) Regular Meetings – The Council shall meet twice a year. The first meeting of the year will be declared the annual meeting of the Council for purposes of electing officers, setting the budget for the year and transacting other business. All meetings will be held in the Fargo-Moorhead area unless an alternate meeting location within the RedRiver Basin has been approved by a consensus vote of the members at a previous meeting. B) Special Meetings – Special meeting of the Council may be called for such time and place as the Chair upon his/her own initiative may designate. C) Meeting Notice (1) Regular Meetings – Thirty days advance written mail or electronic mail notice shall be given to board members of meeting dates. This notice shall generally describe the subject matter to considered at the meeting. Items may be placed on the preliminary agenda of a regular meeting by any board member, if a request is submitted at least fifteen (15) days prior to the scheduled meeting date. A preliminary agenda shall be mailed or electronically mailed to the board members not less than ten (10) days prior to the scheduled regular meeting. (2) Special Meetings – The earliest possible written notice shall be given for special meetings. The notice shall set out the purpose and business to be considered at the meeting. (3) Public Notice – The public shall receive timely notice of all regular and special meetings of the Council via mail, electronic mail or web site posting. D) Quorum - Quorum for the conduct of business at any meeting of the Council shall consist of minimum of 50% of the voting members. E) Meetings Open to the Public (1) All meetings of the Council shall be open to the public. (2) The public shall be given the opportunity to comment on meeting agenda items. Public comment on agenda items shall take place between discussion and final action by the Council. It shall be the Chair’s responsibility to determine if the comments from the floor are in order at the time or to rule that they shall be offered at a different place in the agenda. The Chair shall use his/her judgment to limit the time used by a participant in the effort to keep the meeting on schedule. (3) Public participants wishing to reserve special presentation time should make a request to the Council Secretary or Chair at least 15 days prior to any regular meeting date. The participant’s time may be limited in an effort to keep the meeting on schedule. The participant shall arrange or provide all specialized equipment or materials. F) Meeting Minutes – The Council Secretary shall prepare and distribute by mail or by electronic mail to each member of the board of directors the minutes of each Council meetings as soon as practicable following the meeting. Minutes of all meetings may be approved without reading, if they have been distributed by mail or by electronic mail prior to the time of approval. G) Parliamentary Rules and Voting Procedures (1) In the absence of the Chair, or Vice-Chair, the Chair shall designate another voting director to preside over the meeting. (2) Usual procedures of Roberts Rules of Order shall be followed in the perfection of a motion through amendment, substitution, or deletion of matter in order that variations may be considered before the question is called. (3) All actions of Council shall be decided by a consensus vote, unless otherwise noted within these bylaws. Consensus shall be deemed to mean agreement by all board members present. When the question is called for, the Chair shall determine if consensus has been reached and state that the motion or proposition has been adopted. The Chair, may temporarily suspend consideration of any issue when, in his/her judgment, such a temporary suspension of consideration would increase the probability of securing consensus on the issue. (4) Any motion or proposition not receiving a consensus vote may be put on the agenda of a subsequent Council meeting by any board member for further consideration. (5) The Chair has a vote as member of the Council. SECTION IV. OFFICERS A) Officers – The officers of the Council shall be Chair, Vice-Chair, and Secretary/Treasurer. Individuals elected to serve, as Chair and Vice-Chair must be members of the board of directors. The Secretary/Treasurer shall be appointed by the Chair and Vice-Chair and need not be a member of the board of directors. B) Election of Term of Office – Election of Chair shall be held every two years (even numbered years) at the annual meeting of the Council. The offices of Chair and Vice-Chair shall rotate every two years. If for any reason the election of officers is not held during the annual meeting, an election shall be held at the earliest convenient date. Current officers shall hold office until a successor has been duly elected. C) Removal - Any officer, elected or appointed, may be removed by the concurrence of a majority of the Council when in its judgment the best interest of the organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. D) Vacancies – A vacancy in any office because of death, resignation, removal or disqualification or for any other cause may be filled by the concurrence of a majority of the Council via appointment for the unexpired portion of the term. E) Chair – The principal officer of the Council is the Chair who shall in general supervise all business affairs of the Council. He/she shall preside at all meetings of the Council when present. In general, the Chair shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Council from time to time. F) Secretary/Treasurer – The Secretary/Treasurer shall prepare and distribute minutes of all regular and special meetings on the Council’s board of directors. He/She shall prepare, in consultation with the Chair and Vice-Chair, annual operating budgets and quarterly financial statements. In general, he/she shall perform all recording and fiscal duties incident to the office of Secretary/Treasurer. SECTION V. COMMITTEES The Council, by the concurrence of a majority of the Council, is empowered to establish committees comprised from the membership of the board of directors and may likewise authorize committees of an advisory nature, the members of which need not be directors. The Chair shall select members and officers of the committees. Any Council director shall be entitled, upon request, to serve on any committee. Creation and termination of any committee shall be made by the concurrence of a majority of the Council. SECTION VI. COMPENSATION OF REPRESENTATIVES Members of the Council’s board of directors, officers appointed by the Board, and officially designated advisory members shall not receive salaries for their services. They may, however, upon request and approval by the concurrence of a majority of the Council, receive an allowance for travel expenses incurred in attending Council meetings, and/or conducting Council business. SECTION VII. BUDGET FOR COUNCIL OPERATIONS When directed by the Board of directors, the Secretary/Treasurer shall prepare proposed annual budgets for the operation of the Council. These budgets shall reflect operation costs by fiscal periods coincident with state fiscal periods. The proposed budget shall be presented to the Council for review and approval at the annual meeting. SECTION VIII. CONTRACTS, CHECKS, DEPOSITS, FUNDS AND FUND RAISING A) Contracts – The Council, by the concurrence of a majority of the Council, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances. B) Checks, Drafts, etc. - Checks, drafts or orders for payment of money issued in the name of the Council may be signed by the Chair or Secretary/Treasurer. For check or draft amounts greater than $500, the concurrence of a majority of the Council is required. C) Deposits – All funds of the Council shall be deposited from time to time to the credit of Council in such banks, trust companies, or other depositories as the board of directors may select. D) Gifts – The board of directors may accept on behalf of the Council any contribution, gift, bequest of devise for the general purpose or special purpose of the Council. SECTION IX. FINANCIAL RECORDS REVIEW The financial accounts and transactions of the Council shall be routinely reviewed by a Certified Public Accountant or by an internal review committee appointed by the Chair. SECTION X. STAFF The Council may employ a qualified Secretary/Treasurer, Office Manager, and other staff as shall be considered appropriate to carry out the purposes of the organization. SECTION XI. AMENDMENTS TO BYLAWS These bylaws may be amended at any regular or special meeting of the Council provided proposed amendments are set out in full in the call of the meeting. Adopted: January 8, 1982 Amended: July 1985 Amended: June 1995 Amended: September 2008
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