Bylaws

Bylaws Of The Olmsted County Regional Railroad Authority

A Regional Railroad Authority organized pursuant to Minnesota Statute Chapter 398A, and laws amendatory thereof and supplementary thereto.

Article I. Offices, Corporate Seal, Powers

Section 1. Registered Office. The address at which the registered office of the Authority is located in Minnesota shall be as set forth in the Organization Resolution of the Authority adopted pursuant to Minn. Stat. Section 398A.03, Subd. 1, or in the most recent amendment or restatement of such Articles of Incorporation, or in a certificate of change of address of registered office filed with the Secretary of State of Minnesota reflecting the adoption of a resolution by the commissioners of the Authority changing the location of the registered office.

Section 2. Seal. The Authority shall have no corporate seal.

Section 3. Powers, Insurance and Indemnity. The Authority shall have all of the powers authorized for regional railroad authorities under Chapter 398A of the Minnesota Statutes within Olmsted County. As authorized by Minn. Stat. Section 398A.04, Subd. 6, the Authority shall be subject to tort liability to the extent provided in chapter 466 and may procure insurance against the liability, and may indemnify and purchase and maintain insurance on behalf of any of its commissioners, officers, employees, or agents, in connection with any threatened, pending, or completed action, suit, or proceeding, as provided in chapter 466, and to the same extent and in the same manner and with the same force and effect as provided in the case of a private corporation by Minn. Stat. Section 302A.521. It may also procure insurance against loss of or damage to property in the amounts, by reason of the risks, and from the insurers as it deems prudent.

Article II. Olmsted County Regional Railroad Authority Board Of Commissioners.

Section 1. Number, Selection and Terms. The number, selection, and terms of office for members of the Regional Railroad Authority Board of Commissioners shall be made according to the organization resolution adopted pursuant to Minnesota Statute Section 398A.03, Subdivision 1.

Section 2. Vacancies. Vacancies on the Regional Railroad Authority Board of Commissioners resulting from the death, resignation, removal or disqualification of a Commissioner may be filled according to the organization resolution adopted pursuant to Minnesota Statute Section 398A.03, Subdivision 1.

Section 3. Board Meetings.

A. Time and Place. Meetings of the Regional Railroad Authority Board of Commissioners will be held on a regular schedule at least once per year. The location of the meetings will be the Olmsted County Board Room, on the third (3rd) Tuesday of January of each year, following regularly scheduled Olmsted County Board of Commissioners meetings.

B. Notice of Meetings.

i. Regular Meetings. A schedule of the regular meetings shall be kept on file at the Regional Railroad Authority's primary office in the Olmsted County Government Center in Rochester, MN. If the Regional Railroad Authority decides to hold a regular meeting at a time or place different from the time or place stated in its schedule of regular meetings, it shall give the same notice of the meeting that is provided in these Bylaws for a special meeting.

ii. Special Meetings. For a special meeting, except an emergency meeting or a special meeting for which a notice requirement is otherwise expressly established by statute, the Regional Railroad Authority shall post written notice of the date, time, place and purpose of the meeting on the bulletin board outside of office of Olmsted County Administration. The notice shall also be mailed, e-mailed or otherwise delivered to each person who has filed a written request for notice of special meetings with the Regional Railroad Authority. This notice shall be posted and mailed or delivered at least three days before the date of the meeting. As an alternative to mailing, e-mailing or otherwise delivering notice to persons who have filed a written request for notice of special meetings, the Regional Railroad Authority may publish the notice once, at least three days before the meeting, in the official newspaper of the Regional Railroad Authority or, if there is no official newspaper, any qualified newspaper of general circulation in Olmsted County. A person filing a request for notice of special meetings may limit their request to notification of meetings concerning particular subjects, in which case the Regional Railroad Authority shall be required to send notice to that person only concerning special meetings involving those subjects. The Regional Railroad Authority may establish an expiration date pursuant to resolution for requests for notices of special meetings made under this Bylaw and require refiling of the request once each year. Not more than sixty (60) days before the expiration date of a request for notice, the Regional Railroad Authority shall send notice of the refiling requirement to each person who has filed during the preceding year.

iii. Emergency Meetings. For an emergency meeting, the Regional Railroad Authority shall make good faith efforts to provide notice of the meeting to each news medium that has filed a written request for notice if the request includes the news medium's telephone number. Notice of the emergency meeting shall be given by telephone, e-mail or by any other method used to notify the members of the Regional Railroad Authority Board of Commissioners. Notice shall be provided to each news medium which has filed a written request for notice as soon as reasonably practicable after notice has been given to the Commissioners. Notice shall include the subject of the meeting. Published notice of an emergency meeting shall not be required. An "emergency" meeting is a special meeting called because of circumstances that, in the judgment of the Regional Railroad Authority, require immediate consideration by the Regional Railroad Authority Board of Commissioners. If matters not directly related to the emergency are discussed or acted upon at an emergency meeting, the minutes of the meeting shall include a specific description of the matters.

iv. Recessed or Continued Meetings. If a meeting is a recessed or continued session of a previous meeting, and the time and place of the meeting was established during the previous meeting and recorded in the minutes of that meeting, then no further published or mailed notice is necessary.

v. Closed Meetings. The notice requirements of this Bylaw set forth above also apply to closed meetings of the Board.

vi. Actual Notice. If a person receives actual notice of a meeting of the Regional Railroad Authority Board of Commissioners at least 24 hours before the meeting, all notice requirements of this Bylaw are satisfied with respect to that person, regardless of the method of receipt of notice.

vii. Agenda. All written notices of a meeting must include a copy of the agenda for that meeting. For regular meetings of the Board of Commissioners, a copy of the agenda must be sent to each member of the Regional Railroad Authority Board of Commissioners at least three days prior to the meeting.

C. Quorum. A majority of the Commissioners currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the commissioners present may adjourn a meeting from time to time until a quorum may be had. Notice of any adjourned meeting need not be given.

D. Voting. A majority of the Commissioners present at a meeting is sufficient to take any action on behalf of the Regional Railroad Authority Board of Commissioners.

Section 4. Order of Business. The Commissioners may from time to time determine the order of business at their meetings. The usual order of business at such meetings shall be as follows:

  1. Meeting is called to order by the Chair at the date, time, and place of the meeting.
  2. Quorum being present; the meeting proceeds with business.
  3. Reading of minutes of previous meetings and their consideration and approval.
  4. Report of officers.
  5. Report of committees.
  6. Consideration of communications.
  7. Unfinished business.
  8. New business.
  9. Motion to adjourn.

Section 5. Compensation. Commissioners shall receive no compensation for services but shall be reimbursed for necessary expenses incurred in the performance of their duties.

Article II. Officers.

Section 1. Chair, Vice Chair, Secretary, and Treasurer. The Regional Railroad Authority Board of Commissioners, at its first meeting shall elect a Chair, and Vice Chair from its members, each to serve for a term of one year and until a successor is appointed. The Regional Railroad Authority Board of Commissioners shall appoint the Olmsted County Administrator as Secretary of the Authority and the Olmsted County Finance Director as Treasurer.

Section 2. Olmsted County Administrator to Serve as Administrator. The Olmsted County Administrator shall serve as Administrator of the Authority and shall see that all orders and resolutions of the Regional Railroad Authority Board of Commissioners are carried into effect. Any additional duties may be delegated to the Administrator pursuant to resolution by the Regional Railroad Authority Board of Commissioners.

Section 3. Employees. The Regional Railroad Authority Board of Commissioners may employ, or authorize the Administrator to employ, all other employees, consultants, and agents needed to perform its duties and exercise its powers.

Section 4. Chair. The Chair shall:

(a) when present, preside at all meetings of the Regional Railroad Authority Board of Commissioners;

(b) sign and deliver in the name of the Regional Railroad Authority Board of Commissioners any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Regional Railroad Authority, except in cases in which the authority to sign and deliver is required by law to be executed by another person or is expressly delegated by the Regional Railroad Authority Board of Commissioners to some other officer or agent of the Regional Railroad Authority;

(c) perform other duties prescribed by the Regional Railroad Authority Board of Commissioners.

Section 5. Vice Chair. The Vice Chair shall exercise all powers of the Chair when the Chair is not present at a meeting of the Regional Railroad Authority Board of Commissioners, or when the Regional Railroad Authority Board of Commissioners is without a Chair due to the death, resignation, removal or disqualification of the current Chair.

Section 6. Treasurer. The Olmsted County Finance Director shall serve as the Treasurer of the Authority. The Treasurer shall:

(a) keep accurate financial records for the Regional Railroad Authority;

(b) deposit all money, drafts and checks in the name of and to the credit of the Regional Railroad Authority in the banks and depositories designated by the Regional Railroad Authority Board of Commissioners;

(c) endorse for deposit all notes, checks, and drafts received by the Regional Railroad Authority as ordered by the Regional Railroad Authority Board of Commissioners, making proper vouchers therefore;

(d) disburse Regional Railroad Authority funds and issue checks and drafts in the name of the Regional Railroad Authority, as ordered by the Regional Railroad Authority Board of Commissioners;

(e) render to the Regional Railroad Authority Board of Commissioners, whenever requested, an account of all transactions by the Treasurer and of the financial condition of the Regional Railroad Authority;

(f) execute instruments or documents which must be executed pursuant to his or her capacity as Treasurer;

(g) perform other duties prescribed by the Regional Railroad Authority Board of Commissioners.

Section 7. Secretary. The Secretary shall:

(a) maintain records of and, whenever necessary, certify all proceedings of the Regional Railroad Authority Board of Commissioners;

(b) execute all documents or instruments necessary pursuant to his or her position as Secretary;

Section 8. Surety Bond. The Regional Railroad Authority Board of Commissioners shall require and pay for a surety bond for each officer handling funds in an amount deemed appropriate by the Board.

Article III. Miscellaneous.

Section 1. Committees. The Regional Railroad Authority Board of Commissioners may by a resolution approved by the affirmative vote of a majority of the Regional Railroad Authority Board of Commissioners, establish committees having the authority of the Board in management of the business of the Regional Railroad Authority only to the extent provided in the resolution. Committee members shall be natural persons. A committee shall consist of two or more persons, who need not be Commissioners, appointed by affirmative vote of a majority of the Commissioners present.

Section 2. Fiscal Year. The fiscal year of the Regional Railroad Authority shall begin on the first day of January of each year.

Section 3. Expenditures. All expenditures of funds of the Regional Railroad Authority shall be by a check drawn on the account of the Regional Railroad Authority pursuant to an authorization signed by the Treasurer and the Chair or Vice Chair of the Regional Railroad Authority.

Section 4. Travel Expense Reimbursement. Upon approval of the Regional Railroad Authority Board of Commissioners, a Commissioner or staff person shall be reimbursed for reasonable travel expenses necessarily incurred. Meals and mileage shall be reimbursable at the rates then in effect under the travel policies established by the Olmsted County Regional Railroad Authority Board of Commissioners. At its option the Regional Railroad Authority Board of Commissioners may approve a travel expense before it is incurred, with payment subject to submission of a voucher verifying that the expense was incurred.

Article IV. Amendments To Bylaws

Section 1. Amendments. The Regional Railroad Authority Board of Commissioners of the Authority may amend these bylaws by a two-thirds vote of a quorum at any meeting of the Board.