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Catfish Creek Watershed Management Authority ByLawsMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Catfish Creek Watershed Management Authority Bylaws DATE: February 12, 2013 Dubuque kital All- America City II 111! 2012 Planning Services Manager Laura Carstens is transmitting the adopted Bylaws of the Catfish Creek Watershed Management Authority. /),21 Michael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Laura Carstens, Planning Services Manager Masterpiece on the Mississippi TO: Michael C. Van Mil!igen, City Manager FROM: Laura Carstens, Planning Services Manager3j SUBJECT: CCWMA Bylaws DATE: February 11, 2013 Dubuque All•AmeneaCily '111I' 2012 Enclosed for transmittal to the City Council as an informational item are the adopted bylaws of the Catfish Creek Watershed Management Authority (CCWMA). In June of 2012, the Cities of Dubuque, Asbury, Peosta, and Centralia, Dubuque County, and the Dubuque Soil & Water Conservation District (SWCD) entered into a 28E agreement to create the CCWMA and establish a Board of Directors. The City Council appointed Will Hoyer, Raki Giannakouros, and myself to represent the City of Dubuque on the CCWMA Board. The current CCWMA officers are: Laura Carstens, City of Dubuque, Chair Curt Keissling, City of Asbury, Vice Chair Bob O'Connell, SWCD, Treasurer Eric Schmechel, SWCD, Recording Secretary Dean Mattoon, City of Dubuque, Corresponding Secretary The requested action is for the City Council to receive and file this information. Enclosure F:\USERS \LCARSTEN\WP1Watershed Committee WMA\Memo CCWMA Bylaws to MVM.doc BYLAWS GOVERNING THE ADMINISTRATION, DEVELOPMENT, OPERATION AND MANAGEMENT OF THE CATFISH CREEK WATERSHED MANAGEMENT AUTHORITY PREAMBLE The Catfish Creek Watershed Management Authority is a Watershed Management Authority as defined in Iowa Code chapter 466B. Iowa Code section 466B.22 provides that two or more political subdivisions (defined as including cities, counties and /or soil and water conservation districts located within the same United States Geological Survey Hydrologic Unit Code 10 watershed), may create by chapter 28E agreement pursuant to Iowa Code chapter 466B, subchapter II, a Watershed Management Authority. The purpose of such authorities is to enable cooperation in supporting watershed planning and improvements for the mutual advantage of the political subdivisions involved. These Bylaws are intended to create an organized structure to ensure a system to manage the activities of the Catfish Creek Watershed Management Authority and to serve as a communications link with participating political subdivisions. ARTICLE I — AUTHORITY A. The Catfish Creek Watershed Management Authority is a Watershed Management Authority pursuant to Iowa Code Chapter 466B. B. The Catfish Creek Watershed Management Authority is established pursuant to the intergovernmental cooperation clause as set forth in Chapter 28E of the Iowa Code. C. Membership in the Catfish Creek Watershed Management Authority is limited to cities, counties, and soil and water conservation districts located within the Iowa portion of the Catfish Creek Watershed. D. The Catfish Creek Watershed Management Authority shall not make policy that would require a Member to change policies as set by its governing body or require a Member to contribute funds without official action of approval by that Member's governing body. E. No Member shall be required to contribute funds to the Authority and no action to contribute funds by a Director appointed by the Member is binding on the Member without approval by the governing board of that Member. ARTICLE II — DEFINITIONS A. BOARD of DIRECTORS -- Comprised of the authorized representatives of the participating political subdivisions. B. MEMBER — A political subdivision participating in the 28E Agreement that forms the Catfish Creek Watershed Management Authority. 1 C. DIRECTOR — Authorized representative of a participating political subdivision (Member). Based upon watershed demographics, each political jurisdiction will D. INTERGOVERNMENTAL AGREEMENT — Legal document (Iowa 28E) signed by each participating subdivision to form a legal entity. E. QUORUM — Unless otherwise stated, a quorum is a simple majority of the Board of Directors. F. CCWMA — acronym for the Catfish Creek Watershed Management Authority G. CCWMA Administrators — Administration of the Authority will be co- coordinated by the Dubuque Soil and Water Conservation District's urban conservationist and a member of the City of Dubuque's engineering staff as appointed by the City Manager. ARTICLE III — NAME AND PURPOSE A. The name of the organization shall be Catfish Creek Watershed Management Authority. B. The purpose of the organization shall be to enable cooperation in supporting watershed planning and improvements in the Iowa portion of the Catfish Creek Watershed for the mutual advantage of the Members. As outlined in Iowa Code Section 466B23, a Watershed Management Authority may perform all of the following: 1. Assess the flood risks in the watershed. 2. Assess the water quality in the watershed. 3. Assess options for reducing flood risk and improving water quality in the watershed. 4. Monitor federal flood risk planning and activities. 5. Educate residents of the watershed area regarding water quality and flood risks. 6. Allocate monies made available to the authority for purposes of water quality and flood mitigation. 7. Make and enter into contracts and agreements and execute all instruments necessary or incidental to the performance of the duties of the authority. A watershed management authority shall not acquire property by eminent domain. ARTICLE IV — GOVERNANCE A. The affairs of the Catfish Creek Watershed Management Authority shall be conducted by the Board of Directors. Based upon watershed demographics, each member shall appoint representative's as follows: 2 • The City of Dubuque = 3 Directors • Dubuque County = 2 Directors • The City of Asbury = 1 Director • The City of Peosta = 1 Director • The City of Centralia = 1 Director • The Dubuque Soil and Water Conservation District = 1 Director B. The Directors shall serve staggered terms of four years. The initial Board shall determine, by lot, the initial terms to be shortened and lengthened, as necessary, to achieve staggered term C. If a Director is removed, a successor shall be appointed for the duration of the unexpired term of the removed Director. D. Each Director has one vote. A designated proxy may vote in the Director's absence. E. A Member may at any time remove a Director appointed by it for misfeasance, nonfeasance, or malfeasance in office. ARTICLE V - COMMITTEES A. The Board shall elect an Executive Committee consisting of the Chair, Vice Chair /Chair Elect, Treasurer, and Secretary(s). All but the Secretary(s) must be elected from the Board's Directors. The Secretary(s) may or may not be a member of the Board. B. Executive Committee members are elected at the annual meeting in October pursuant to Article VIII. C. Other committees may be formed by the Board as necessary. However, the committee shall be in direct communication with the board or have a board member sit on the committee. D. All Members shall be notified of all committee meetings. ARTICLE VI — OFFICERS A. Officers 1. The Chair, Vice Chair /Chair Elect, and Treasurer shall serve on the Board of Directors. B. Eligibility for office 1. The Vice Chair /Chair Elect may rotate between a representative from a county, a representative from a city, and a representative of a soil and water conservation district. Each year, the Board shall vote to rotate or keep the elected officers. 2. The Secretary need not be a member of the Board, but may be a member of the Board. 3 C. Terms of office. 1. Officers are elected for two -year terms. They may be reappointed. D. Duties 1. The Chair is expected to preside at all meetings of the Board and Executive Committee, and other duties as determined. Unless otherwise determined, the acting CCWMA administrators shall prepare an agenda in consultation with others. 2. The Vice Chair /Chair Elect is expected to preside at meetings in the absence of the Chair, assist the Chair in fulfilling his /her duties, and attend the Board and Executive Committee meetings. 3. The Secretary is expected to keep minutes and send copies of minutes and is responsible for any other correspondence of the group. The Secretary is expected to attend all Executive Committee meetings and Board meetings. 4. The Treasurer is expected to make a report at each Board meeting. The Treasurer shall assist in preparation of the budget, help develop fund raising plans, and make financial information available to the members and the public, and is expected to attend all Executive Committee and Board of Directors meetings. 5. In the event that both the Chair and Vice Chair are absent, the Treasurer shall serve as the pro -tem chairperson. The pro -tem chair shall be authorized to conduct the meeting and to sign any documents requiring signatures when said documents were the result of any action by the Board at the particular meeting. E. Failure to Perform Duties. 1. If an officer is unable or unwilling to perform his or her duties as outlined in Article V, Section D, the Board will notify the appointing Member of the need for a new appointee. ARTICLE VII — FINANCE A. A budget shall be adopted at the annual meeting. B. The Board may solicit, accept and receive donations, endowments, gifts, grants, reimbursements and such other funds as are necessary to support work pursuant to this Agreement. 1. No action to contribute funds by a Director of the Authority is binding on the Member that he or she represents without official approval by the governing board of that Member. No Member shall be required to contribute funds to the Authority, except to fulfill any obligation previously made by official action by the governing body of the Member. 4 2. All funds received for use by the Authority shall be held in a special fund by the fiscal agent designated by the Board of Directors of the Catfish Creek Watershed Management Authority. When funds are provided as a grant or loan directed to a Member of the Authority for a project administered by that Member, the funds shall be retained and administered by that Member. ARTICLE VIII — MEETINGS A. The Board shall generally meet quarterly at such time and place as may be designated by the CCWMA administers and the Chair, and said meeting shall be known as the regular meeting of the Board. 1. Directors and /or their proxies are expected to attend meetings whenever possible. 2. Absences in excess of three consecutive, regularly scheduled meetings will result in notification to the Member that they may wish to consider a reappointment. 3. A closed session may be held by affirmative vote of two- thirds of the members present in accordance with Iowa Code chapter 21A. B. Officers shall be elected at the first organizational meeting. In subsequent years, the annual meeting and installation of officers will be held in October. The Chair shall designate the day, time and place of the annual meeting. C. A special meeting may be called by the Chair, or by petition of five (5) or more Directors or Members, when necessary for specific purposes requiring Board action. D. All meetings shall be in compliance with the Iowa Open Meetings Law (Iowa Code chapter 21A). All documents will be available to the public and may be copied at cost, on demand. ARTICLE IX — VOTING A. Elections shall be by ballot or in such manner as the Executive Committee determines. B. Successful candidates shall be elected by a majority of the membership. C. A simple majority of those present at a board of directors meeting shall suffice to pass a measure submitted for vote at a regular meeting. D. A simple majority of those present at a committee meeting shall suffice to pass a measure submitted for vote at a committee meeting. ARTICLE X — CONTRACTS AND OBLIGATIONS The Board of the Catfish Creek Watershed Management Authority shall not acquire, liquidate, dissolve, or sell all or substantially all of its assets; merge; consolidate; or 5 enter into external contracts without approval of a two- thirds majority of the Members. ARTICLE XI — ENFORCEMENT PROCEDURES A. Disputes. 1. Any dispute that arises concerning violations of policies and guidelines or concerning the terms of the Intergovernmental Agreement shall be heard by the Board of Directors. ARTICLE XII — WITHDRAWAL FROM MEMBERSHIP Any Member may withdraw from the Authority by the action of its governing board, unless the Authority then has unpaid debts or legal obligations, in which case the consent of the governing boards of the remaining Members to the withdrawal is required. A. Obligations upon withdrawal from membership 1. A participating political subdivision terminating its participation in the Catfish Creek Watershed Management Authority shall continue to be fully obligated for all payments and other duties owed by such subdivision. 2. After terminating its participation, a political subdivision may re -apply to become an acting member of the CCWMA upon approval of the board by a majority vote. B. Rights upon withdrawal membership 1. A participating political subdivision may request a copy of records pertaining to the participant. ARTICLE XIII — PARLIAMENTARY AUTHORITY All meetings of all committees, including the Assembly of the Whole, shall be conducted according to the latest edition of Robert's Rules of Order. ARTCLE XIV — AMENDMENT OF BYLAWS A. These bylaws can be amended at any regular meeting of the Assembly of the Whole by a two- thirds vote of the membership, provided that the amendment has been submitted in writing at the previous regular meeting. B. Members shall be responsible for informing their governing body, if necessary, so their governing body may take action when the contract is renewed. 6 Adopted V DAT Chair c /f/ / ;,. Vice Chair -- / i Treasurer Secretary 7