BY-LAWS OF THE CRANE LAKE WATER
AND SANITARY SEWER DISTRICT
For the purpose of regulating and managing
the internal affairs of the corporation.
ARTICLE I – CORPORATE SEAL
Section 1 The corporation shall not have a seal.
ARTICLE II – THE DISTRICT
Section 2.1 The name of the District shall be the Crane Lake Water and Sanitary District (herein, the “District”), and its governing body shall be called the Board of Managers (herein, the “Board”).
Section 2.2 The District shall be a public corporation and a governmental subdivision of the State of Minnesota pursuant to Minn. Statute 115.18 through 115.37, now codified at Minn. Statute Chapter 442A, and shall be deemed to be a municipality or municipal corporation for the purpose of obtaining federal or state grants or loans or otherwise complying with any provision of federal or state law or for any other purpose relating to the powers and purposes of the District for which such status is now or herein required by law.
Section 2.3 The principal office of the District shall be 7400 Handberg Road.
ARTICLE III – THE DISTRICT ORGANIZATION
Section 3.1 The Board shall consist of five (5) members, who shall be voters residing in the district, and shall be elected by a majority vote of the Town of Crane Lake Board of Supervisors.
Section 3.2 Board members shall serve for a term of three (3) years each, and shall be so elected that approximately one-third (1/3) of each group of Board members is elected each year.
Section 3.3 Any vacancy in the membership of the Board shall be filled for the unexpired term in like manner as provided for the regular election of Board members.
Section 3.4 The officers of the Board shall be a Chair and Vice-Chair, who shall be members of the Board, and a Secretary and Treasurer, who may but not need be members of the Board. The Board shall elect these officers at each annual meeting for terms expiring on the first business day in January next following. Each officer shall serve until a successor is elected. The duties of the officers of this corporation shall be:
(a) The Chair shall be the chief executive officer of the corporation and shall preside at all meetings of the Board. In addition, perform such other duties as may be determined by the Board.
(b) The Vice-Chair shall preside at any meeting of the Board in the absence of the Chair and may exercise all powers and perform all responsibilities of the Chair if the Chair cannot exercise or perform the same due to absence or other inability to act.
(c) In the absence or inability of the Chair and the Vice-Chair at any meeting, the Board may appoint any remaining member as Chair Pro Tem to preside at such meeting.
(d) The Secretary shall keep minutes of all meetings of the Board and any committee thereof, and maintain all records of the District. In addition, perform such other duties as may be determined by the Board.
(e) The Treasurer shall have charge of the corporate treasury, receiving and disbursing corporate funds as authorized. In addition, perform such other duties as may be determined by the Board.
ARTICLE IV – PROCEDURES FOR THE BOARD OF MANAGERS
Section 4.1 The Board shall have regular and special meetings at such places and times as it shall prescribe. A regular annual meeting shall be held at the call of the chair or otherwise as it shall prescribe on or as soon as practicable after the first business day in January of each year.
Section 4.2 The Board shall provide suitable places for meetings and Board offices and may change the same thereafter as it deems advisable.
Section 4.3 A quorum of the five-member Board shall consist of three Board members. In the absence of a quorum, no official action may be taken by or on behalf of or in the name of the Board or the District.
Section 4.4 A meeting may be conducted by interactive television so long as:
(a) All Board members participating in the meeting, wherever their physical location, can hear and see one another and can hear and see all discussion and testimony presented at any location at which at least one Board member is present;
(b) Members of the public present at the regular meeting location of the Board can hear and see all discussion and testimony and all votes of Board members;
(c) At least one member of the Board is physically present at the regular meeting location;
(d) All votes are conducted by roll call so each Board member’s vote on each issue can be identified and recorded; and
(e) Each location at which a Board member is present is open and accessible to the public.
Section 4.5 Resolutions of the Board shall be deemed adopted if approved by not less than a simple majority of all Board members. Resolutions may, but not need be read aloud prior to the vote taken thereon and may, but need not be executed after it passes.
Section 4.6 The meeting of the Board shall be governed by the most recent edition of Roberts Rules of Order.
Section 4.7 The Board shall operate in accordance with all applicable laws regarding conflicts of interest and disclosure requirements found in Minnesota Statutes and all acts are mandatory thereto. No member of the Board is permitted to act on a matter in which he or she has, either directly or indirectly, any personal financial interest. The member who has a conflict of interest may not testify relative to the matter nor discuss, deliberate or communicate with the voting Board members. Any question of whether a particular issue involves a conflict of interest sufficient to disqualify a Board member from voting thereon shall be decided by a majority vote of all Board members except the manager who is being challenged.
Section 4.8 The fiscal year of the District shall be the calendar year.
Section 4.9 All contracts, notes and other written agreements or incidents to which the district is party or signatory or by such the district may be bound, shall be executed by the Chair and Vice-Chair of the District, or any other Board member approved by the Board.
Section 4.10 These bylaws may be amended by the Board only by not less than a three-fifths (3/5) vote of all Board members, provided that any such proposed amendments shall first have been delivered to each Board member at least five (5) days prior to the meeting at which such amendment is considered.
ARTICLE V – DUTIES AND POWERS
Section 5.1 The District shall develop a long-term comprehensive sewer plan, and ascertain the feasibility of implementing the plan based on realistic charges for services, and the ability to secure grants and loans.
Section 5.2 The District may construct, install, improve, maintain and operate any system, works, or facilities within or without the district required to provide for, regulate and control the disposal of sewage, industrial wastes and other wastes originating within its territory and to control and prevent pollution of any waters of the state within its territory. The District may require any person upon whose premises there is any source of sewage, industrial waste or other waste within the district to connect the same with the disposal system, works, or facilities of the District whenever reasonable opportunity therefore is provided.
Section 5.3 The District may regulate and control the construction, maintenance and use of privies, cesspools, septic tanks, toilets, and other facilities and devices for the reception or disposal of human or animal excreta or other domestic wastes to prevent nuisances, pollution or to protect public health, safety and welfare.
Section 5.4 The Board shall have charge and control of all the funds, property, and affairs of the District.
Section 5.5 The Board may enact ordinances, prescribe regulations, adopt resolutions, assess charges for services, levy taxes, authorize the borrowing of money for any District purpose, authorize the issuance of bonds or obligations of the District to provide funds for construction, improvements, or acquisition of any system, works, or facilities, and take other appropriate action relating to any matter within the powers and purposes of the District.
ARTICLE VI – EMPLOYEES
6.1 The Board may, by resolution, create such positions as it deems necessary or convenient and may further establish the position description by resolution.
6.2 The Board may employ its Secretary so long as the Secretary is not a member of the Board.
APPROVED: ____________________, 2020