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r2941RESOLUTION NO. 2941 WHEREAS, the present rules of the Board of Trustees governing its procedures were adopted by order of the Board on May 10, 2001 and are set forth in Resolution No. 2404, and WHEREAS, the Board is desirous of amending, clarifying and supplementing its procedures; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT: SECTION 1. The following rules are hereby adopted governing the procedures of the Board replacing those set forth in Resolution No. 2404 and prior resolutions: RULE 1. The Board shall elect from its members a Chair and Vice-Chair whose terms of office shall be for a two (2) year term beginning on the 16th day of March and ending on the 15th day of March, two (2) years following; and the Chair and Vice-Chair shall alternate every two (2) years between a member from the City of St. Louis and a member from St. Louis County. St. Louis County candidates for the position of Chair or Vice-Chair of the Board of Trustees shall be nominated by a majority of the Trustees appointed by the Mayor of the City of St. Louis. St. Louis City candidates for the position of Chair or Vice-Chair of the Board of Trustees shall be nominated by a majority of the Trustees appointed by the St. Louis County Executive. The Chair shall preside over all meetings of the Board and maintain order and decorum, enforce all rules adopted for the governance of the Board, confine members in debate to the question under consideration, and when two or more members ask for recognition at the same time, decide which member shall be first heard. The Chair shall decide all questions of order or procedure subject to appeal by two or more members of the Board. Any appeal from a ruling by the Chair shall be summarily determined without debate, one of the members appealing shall be allowed briefly to state the ground of his appeal and the Chair may make a brief statement of the basis of the ruling. Appeal shall be decided by a majority of the members present. In the absence of the Chair, the Vice-Chair shall perform all the duties of the Chair. In the absence of the Chair and Vice-Chair, the Board shall select from its membership a presiding officer who shall perform all of the duties of the Chair during the absence of the Chair and Vice- Chair. RULE 2. Ordinances, resolutions, regulations, rules and orders shall be introduced by a member or members of the Board or by the Board as a whole, and said ordinance, resolutions, regulations, rules and orders shall be in written or printed form. The enacting clause of all ordinances passed by the Board shall be, "BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT". An affirmative vote by two members of the Board appointed from the City of St. Louis and two members of the Board appointed from St. Louis County shall be necessary to pass any ordinance, resolution, regulation, rule or order, unless otherwise provided in the Plan. RULE 3. No ordinance shall be revived or reenacted by mere reference to the title thereof, but the same shall be set forth at length. No Section or Sections of any ordinance shall be amended except that the Section or Sections amended shall be set forth in full as amended. RULE 4. All ordinances shall be read by title at least once in open session of the Board before passage and without unanimous consent of all members of the Board present, no final vote shall be taken on the passage thereof until the expiration of at least fourteen days from the time that such ordinance was first introduced; provided that an ordinance which has been introduced may be amended after introduction and prior to its passage, if such amendments are germane to the original purpose of the ordinance. RULE 5. Every ordinance except an appropriation ordinance or an emergency measure shall take effect at the expiration of fifteen days after the date said ordinance is enacted, unless a later date therefore be fixed therein. An appropriation or an emergency measure shall take effect immediately upon its enactment; provided, however, that no ordinance shall be designated an emergency measure unless it contains the statement that an emergency exists and specifies distinctly the facts and reasons constituting the emergency. RULE 6. The consent agenda shall be all ordinances, resolutions and plan approvals ready for adoption except ordinances requiring an advertised public hearing or ordinances, resolutions or plan approvals on which comment is requested by any member of the Board of Trustees or members of the public. Consent agenda procedure. The Executive Director may, at his discretion, place any item of business on the consent agenda, provided it does not involve any advertised public hearing, is ready for adoption and as to which no request has been made by a trustee or other member of the public to discuss the matter. An item shall be automatically removed from the consent agenda if a request is made by a Trustee or the Executive Director that they wish to speak or have discussion on the matter. An item included on the consent agenda shall not be debated or discussed. A member of the public may request that an item be removed from the Consent Agenda if there is not an opportunity for the public to speak on said matter prior to the Trustees voting on the Consent Agenda. The final decision as to whether the item will be removed from the Consent Agenda rests with the Chair. Items contained on the consent agenda shall be voted upon by the Trustees considering the consent agenda in its entirety and shall not be taken up as separate matters except that nothing contained herein shall be construed to prohibit a trustee from voting individually on each separate item on the consent agenda. A vote by a trustee for adoption of the consent agenda shall mean that the trustee has requested that his/her vote be recorded as an aye vote for each separate item on the consent agenda and shall be recorded as such. A vote against adoption of the consent agenda shall be recorded as a nay vote on each item on the consent agenda and shall be recorded as such, provided, however, a trustee, when casting an aye vote or a nay vote, may specifically exclude from such vote for approval or disapproval of the consent agenda specific items on the agenda and in such event the secretary shall record the exception accordingly. RULE 7. In order to allow for the conduct of orderly meetings and to ensure that an opportunity is presented to all members of the public who wish to address the Board of Trustees, the following rules and procedures for public comment at meetings of the Board shall apply: 1. All persons attending Board meetings shall be required to sign a "sign in roster" to be maintained by [a District staff member/Secretary-Treasurer]. Such person shall set forth their name and address and the subject they wish to address. 2. The Chair of the meeting shall recognize each person who has completed all of the information on the "sign in roster." Upon being recognized, the party wishing to address the Board shall come to the designated speaking area, identify themselves by name and address and indicate whether or not such person is speaking as a designated representative of a recognized community or public group. 3. Each speaker shall be allotted five (5) minutes to speak; provided that the Chair of the meeting may in his sole discretion extend this period. 4. The Chair of the meeting shall have the right to terminate further debate or comment where statements being made constitute a reiteration of statements made by prior speakers or offer no additional information or testimony as to matters upon which the Board may be deliberating. RULE 8. Special meetings of the Board may be called by the Chair or any two members of the Board in accordance with the Missouri Sunshine Law. To call a special meeting the Chair or any two members of the Board shall give notice in writing to the Secretary- Treasurer of the District who shall notify all the members of the Board by telephone, email, fax transmittal, by personal service or letter at their usual place of abode. Notice of meetings, special and regular shall be posted at a public place within the boundaries of the District for at least 24 hours prior to the date and time of such meeting, provided however, this notice requirement may be waived upon good cause shown that such notice is impossible or impractical, in which case as much notice as is reasonably possible shall be given. The nature of the good cause justifying the departure from the Rule shall be stated in the minutes of the meeting. RULE 9. Any regular or special meeting of the Board may be adjourned to a date certain by the Board. RULE 10. A majority of the members of the Board shall constitute a Quorum, but a smaller number present at any meeting may adjourn from day to day or to a day certain. RULE 11. The Chair shall take the chair at the hour set for the meeting and immediately call the members to order. Upon the appearance of a quorum, the Board shall proceed with the meeting. RULE 12. Generally, the Order of Business at all regular meetings of the Board will be as follows: ROLL CALL CLOSED SESSION (if needed) 1. APPROVAL OF JOURNAL OF PRECEDING MEETING 2. COMMENTS BY THE CHAIR 3. REPORT OF BOARD COMMITTEES 4. REPORT OF EXECUTIVE DIRECTOR AND STAFF 5. COMMENTS FROM THE PUBLIC 6. SUBMISSION OF PUBLIC HEARING REPORTS 7. COMMUNICATIONS 8. CONSENT AGENDA - Ordinances, Resolutions, Plan Approvals 9. UNFINISHED BUSINESS 10. NEW BUSINESS - Ordinances, Resolutions 11. ITEMS PROPOSED FOR INTRODUCTION AND ADOPTION AT THE NEXT BOARD MEETING 12. ANY OTHER BUSINESS THAT MAY PROPERLY BE BROUGHT BEFORE THE BOARD 13. CLOSED SESSION (if needed) 14. ADJOURNMENT RULE 13. Proposed ordinances shall be introduced by a member or members in the form of a "Proposed Ordinance". A proposed ordinance shall be read by title upon introduction. Proposed ordinances shall be given a unique number designation. RULE 14. Amendments to proposed ordinances may be adopted by majority vote of the members present, provided that no amendment shall be adopted that is not germane to the original purpose of the proposed ordinance. Any proposed ordinance introduced by a member or members fewer than the entire membership of the Board shall be read by title at the time of introduction, but shall not be voted upon until after fourteen (14) days have elapsed when it shall again be read in open meeting and finally voted upon, provided that by unanimous consent of all the members present it may be placed on the final passage order of business and acted upon at the meeting at which it was introduced if such meeting be an open meeting. RULE 15. During the final passage order of business, no amendments shall be offered to a proposed ordinance except by unanimous consent of all members of the Board present. On the final passage of any ordinance, resolution, regulation, rule or order, the yeas and nays shall be entered by name on the Journal and at the request of any one member of the Board, the yeas and nays on any other question shall be so entered. RULE 16. Resolutions may be placed on the consent agenda or New Business and adopted at any meeting of the Board of Trustees. The Board shall transact the following items of business by resolutions: 1. Authorizing encroachment on District easements. 2. Declaring the necessity of improvements in subdistricts. 3. Declaring improvements to be in the public interest. 4. Authorizing filing of applications for grants in aid of construction. 5. Accepting grants in aid of construction. 6. Selecting depositaries for District funds. 7. Congratulatory or commendatory expressions. 8. Any other matter of business not required to be done by ordinance and which the Board deems proper, or any and all other duties which it may need to or be required to perform by the Constitution, Laws and the Plan. RULE 17. Orders may be adopted at any meeting of the Board of Trustees. The Board shall transact the following items of business by order: 1. Approval of the appointment or dismissal of the Executive Director, Secretary-Treasurer, and Internal Auditor. 2. Exercise and performance of any and all other powers of a non-legislative nature which it may possess and any and all other duties which it may need to or be required to perform by the Constitution, Laws and the Plan. RULE 18. A proposed ordinance, resolution, or proposed order may be dropped from the order of business at any time upon motion of one of the members present, seconded by another member, and concurred in by affirmative vote by two members of the Board appointed from the City of St. Louis and two members of the Board appointed from St. Louis County. A proposed ordinance placed on the consent agenda and not finally passed after 15 successive regular meetings, shall be dropped from the order of business by the Secretary- Treasurer and may not be considered again by the Board unless introduced anew. Proposed resolutions, regulations, rules and orders placed on the order of business and not passed after ten successive regular meetings shall be dropped from the order of business by the Secretary- Treasurer and may not be considered again by the Board unless introduced anew. Communications, letters, petitions, reports and miscellaneous items placed on the order of business for a meeting and not acted upon at the meeting shall be dropped from the order of business of the next succeeding meeting unless the Chair on his own order or the Board by vote of two members appointed from the City of St. Louis and two members appointed from St. Louis County shall order that it be placed under the unfinished business order of business for the next meeting. RULE 19. The Secretary-Treasurer shall prepare, on Monday of each week in which a regular meeting is scheduled an order of business for the succeeding regular meeting of the Board, noting thereon under the proper order all the items of business that have come to his attention by 12 o'clock noon Monday. Items of business shall be listed by caption so that members of the Board may reasonably understand the nature of the items of business. The Secretary-Treasurer shall mail, email or deliver copies of the order of business to the members of the Board not later than 5:00 P.M. on Monday before the regular meeting and shall make copies available to the public at the same time. Except by unanimous consent of all members of the Board present, no final vote shall be taken on the passage of any ordinance until the expiration of at least 14 days from the time that such ordinance was first introduced, consistent with Section 5.090 of The Metropolitan St. Louis Sewer District’s Charter Plan. Items of business other than the final passage of bills may be placed on the calendar at any time by majority vote of the Board members present. The order of business of a special meeting shall be established by majority vote of the members of the Board at the beginning of the meeting, provided that whenever a special meeting is called, the Secretary-Treasurer shall state in the notice therefore the business to be transacted and no other business shall be considered. RULE 20. All documents intended for introduction or adoption at any meeting of the Board of Trustees of The Metropolitan St. Louis Sewer District shall be mailed, emailed or delivered to all members of the Board no later than five (5) working days in advance of the Board meeting, notwithstanding documents pertaining to certain issues as may arise on an emergency basis. RULE 21. The record of the proceedings of the Board shall be kept by the Secretary-Treasurer as follows: JOURNAL - The journal shall consist of entries, which will show the items of business transacted by the Board. A proposed ordinance shall be entered in the journal by title and number when it is introduced, and when it is finally passed. On the final passage of any ordinance, resolution, regulation, rule or order, the yeas and nays shall be entered by name on the journal and at the request of any one member the yeas and nays on any other question shall be so entered. A copy of the journal of each meeting shall be mailed by the Secretary-Treasurer to each member of the Board as soon thereafter as possible and copies shall be made available to the public at the same time. The Secretary-Treasurer shall maintain an archive of all Journals of the Board. The original copy of the journals of the Board shall be authenticated by the signature of the Secretary-Treasurer, and maintained in the offices of the Secretary-Treasurer. Certified copies of any of the proceedings of the Board shall be furnished to anyone requesting same upon payment to the Secretary-Treasurer of the cost of preparing same, said payment to be deposited by the Secretary-Treasurer to the credit of the General Fund. ORDINANCES - The Secretary-Treasurer shall maintain an archive of all Ordinances of The Metropolitan St. Louis Sewer District. The original copy shall be authenticated by the signature of the Secretary-Treasurer and shall be retained by the Secretary-Treasurer in the official files of the District. RESOLUTIONS - The Secretary-Treasurer shall maintain an archive of all Resolutions of The Metropolitan St. Louis Sewer District. The original copy shall be authenticated by the signature of the Secretary-Treasurer and shall be retained by the Secretary-Treasurer in the official files of the District. FILES - The Secretary-Treasurer shall maintain an official file for the Board of Trustees in which may be filed all original ordinances and resolutions and all other items received by the Board and ordered filed by it. RULE 22. Until such time as the Board shall provide for the publication of a code or other volume or volumes containing the Plan or the ordinances, resolutions, or orders of the District, the Secretary-Treasurer shall furnish certified copies of any ordinance, resolution, order or journal to anyone requesting the same upon the payment to the Secretary-Treasurer of the cost of preparing the certified copy. The Secretary-Treasurer shall furnish copies of any order or business, ordinance, resolution, order or journal to anyone requesting the same upon the payment to the Secretary-Treasurer of the cost of preparing the copy, provided that the Secretary-Treasurer may establish an annual charge for the cost of the furnishing of all copies of such orders of business, ordinances, resolutions, orders or journals, together or separately. Such fees shall be deposited monthly to the credit of the General Fund and the Secretary-Treasurer shall make a report thereon to the Director of Finance for his audit. RULE 23. The Secretary-Treasurer or a deputy shall attend all regular and special meetings of the Board; keep and make out its journal and record all its proceedings; act as the reading clerk at Board meetings; make out and transmit all its messages, communications, copies and documents; keep, under the direction of the Chair, regular files of the papers of the Board; attest all documents issued by order of the Board and all ordinances, orders, and resolutions of the Board. The Secretary-Treasurer shall superintend the preservation of all books and records belonging to the Board, furnish stenographic assistance to the members of the Board when such assistance is needed, and shall prepare all payrolls, requisitions, and other similar documents necessary to the administration of the affairs of the Board. RULE 24. At the beginning of each fiscal year, the Chair of the Board shall establish the Committees of the Board deemed necessary to transact the business of the Board. Such Committees of the Board shall study, report, and make recommendations to the Board on their respective assignments. The Board Chair shall appoint the Board Committee Chair and Board Committee members for each Committee for the fiscal year. There shall be four (4) standing Committees of the Board. The standing Committees will be the Stakeholders Committee, Finance Committee, Audit Committee, and Program Management Committee. Citizen Advisors may be appointed to assist Board Committees. The procedures for the appointment of said Citizen Advisors are as follows: NUMBER OF ADVISORS: Each Board Committee may have citizen advisors on the Committee. The Board Committee chair shall determine the exact number of advisors to have on the Committee he/she chairs. APPOINTMENT: The Committee chair shall nominate advisors to his/her Committee. The entire Board of Trustees shall then approve or disapprove of the nominee(s). QUALIFICATIONS: Individuals with experience, expertise or knowledge about the issues/topics to be considered by the Board Committee will be sought as advisors. Other Board members and MSD staff may recommend individuals to the Board Committee chair for advisors. The Committee chair shall consider such recommendations, but is not obligated to appoint the individual. A citizen advisor may be an employee of the District. MSD employees assigned to staff a Committee shall not be considered citizen advisors. TERM OF SERVICE: The terms of each citizen advisor shall be for one (1) year. Each year the Committee Chair is required to obtain Board approval of the advisors nominated to serve on his/her Committee. The terms will begin at the start of the District’s fiscal year, July 1, and run until June 30. Advisors are eligible to serve for up to three (3) years. VACANCIES: If in the course of the year, a vacancy is created when an advisor notifies the Committee Chair that he/she can no longer serve, the Committee Chair may fill the vacancy upon approval by the entire Board. Any advisor appointed to fill a vacancy shall have that service count as a full year’s service on the Committee. VOTING RIGHTS: Each Committee advisor is encouraged to participate in discussions of issues brought before the Committee. Citizen advisors will not have the right to vote in Committee meetings. RULE 25. Robert’s Rules of Order, revised, is adopted as though fully set out herein and shall be followed in the absence of a specific rule. RULE 26. No rule of the Board shall be dispensed with except by an affirmative vote of all of the members of the Board present. SECTION 2. The rules of procedure adopted by the Board on May 10, 2001 as set forth in Resolution No. 2404, and all other orders and resolutions inconsistent herewith shall be superseded by these rules. The foregoing Resolution was adopted November 10, 2010.