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1.4 G.1A ERMUSR 01-10-20239 „ Elk M paMunicil Utilities COMMISSION POLICY Section: Governance Category: Authorities and Purpose Policies Policy Reference: Policy Title: G.1 a Bylaws ARTICLE I — AUTHORITY Section 1. The Village of Elk River Water, Light, Power and Building Commission was created on July 11, 1947, by resolution adopted by the Village of Elk River Trustees. Section 2. Pursuant to Minnesota Statutes, Section 412.331, adopted in 1949, any water, light, power and building commission then in existence was required to thereafter operate as a public utilities commission under Minnesota Statutes, Sections 412.321 to 412.391. The Village of Elk River Water, Light, Power and Building Commission became Elk River Municipal Utilities. Section 3. Elk River Municipal Utilities is a public utilities commission operating pursuant to and subject to Minnesota Statutes, Sections 412.321 to 412.391 and Elk River City Code Sections 2-271 to 2-276. ARTICLE II — JURISDICTION Section 1. Elk River Municipal Utilities has jurisdiction over: A. The City of Elk River Municipal electric utility; and B. The City of Elk River water utility. ARTICLE III— COMMISSION MEMBERSHIP Section 1. Pursuant to Laws of Minnesota 2016, Chapter 97 — House File No. 2718, and Elk River City Code Section 2-271, the Elk River Municipal Utilities Commission shall consist of five members. No more than two members may also serve as City Council members. Section 2. Commissioners shall be appointed by the City Council to staggered terms. Page 1 of 4 9 ERMU Commission Policy — G.1 a Bylaws Section 3. Each Commissioner shall serve for a term of three years and until a successor is appointed and qualified. Section 4. Commissioners shall comply with the City's conflict of interest ordinance, Elk River City Code Sections 2-131 to 2-135. Section 5. No member of the Commission shall receive a salary except as fixed by the City Council. ARTICLE IV — OFFICERS Section 1. The Commission shall annually choose a president from among its members. The president shall be designated the Chair of the Commission and shall perform such duties as shall be delegated to the Chair in the Commission's adopted policies Section 2. The Commission may also annually appoint a Vice -Chair of the Commission who shall perform such duties as shall be delegated to the Vice -Chair in the Commission's adopted policies. The Vice -Chair shall preside at meetings of the Commission if the Chair is absent. Section 3. The Commission shall also appoint a Secretary for an indefinite term. The Secretary need not be a member of the Commission and shall perform such duties as shall be delegated to the Secretary in the Commission's adopted policies. Section 4. The Commission shall have the power to revoke a Commission member's appointment as Chair or Vice -Chair, and appoint a replacement Chair or Vice Chair, if the Commission determines, by a vote of a majority of its members, to do so. The Commission shall also have the power to replace the Secretary at any time by a vote of the majority of its members. ARTICLE V — MEETINGS Section 1. The Commission shall hold at least one regular meeting each month, on the day and at the time designated by the Commission from time to time. Regular meetings shall be noticed as required by Minnesota Statutes. Section 2. The Commission may hold special meetings from time to time at the request of the Chair or the request of two other Commissioners. Special meetings shall be noticed as required by Minnesota Statutes. Section 3. A majority of the Commissioners shall constitute a quorum for the transaction of business, and the votes of a majority of the Commissioners present shall be sufficient to adopt any motion or resolution. The votes of members on any action shall be taken by ayes and nays recorded in the minutes. Section 4. Commission meetings are open to the public unless closed as authorized by Minnesota Statutes, and shall be governed by Roberts Rules of Order, latest revised edition, for Page 2 of 4 7 ERMU Commission Policy — G.1 a Bylaws all situations to which they apply and in which they are not inconsistent with these Bylaws, the Commission's adopted Policies, and any special rules of order that the Commission may adopt.. ARTICLE VI — POWERS Section 1. The Commission shall have all of the powers enumerated in Minnesota Statutes, Section 412.361 and, except as provided in the Bylaws and the Commission's adopted Policies, shall exercise those powers on its own behalf. ARTICLE VII — GENERAL MANAGER Section 1. The Commission shall have the power to appoint a General Manager, whose responsibilities, duties, limits of authority and accountability to the Commission shall be set forth in these Bylaws and as designated by the Commission from time to time in its adopted Policies. Section 2. The General Manager shall have the authority to implement the Commission's powers under Minnesota Statutes, Section 412.361, Subds. 1 and 2 to enter into contracts for the operation of the utility and to employ all necessary help for the management and operation of the public utility, by entering into contracts and employing personnel consistent with the Commission's adopted budget and pay plan. However, all contracts requiring public bidding, all contracts falling under Minnesota Statutes, Section 412.361, Subds. 3, 4 and 5, and all contracts required by the Commission's adopted Policies to be approved by the Commission, shall be approved by the Commission. Section 3. If the position of the General Manager is vacant, the Commission may designate another to perform all or some of the General Manager's duties. ARTICLE VIII — FINANCES, FUNDS AND REPORTS Section 1. The Commission shall maintain the funds, conduct the audits and make the reports required by Minnesota Statutes, Sections 412.371 and 412.381. ARTICLE IX — APPLICATION AND AMENDMENT Section 1. In the event that any provision of these Bylaws is or may be in conflict with the laws of any governmental body or power having jurisdiction over the Elk River Municipal Utilities Commission, or over the subject matter to which such provision of these Bylaws applies or may apply, such provision of these Bylaws shall be inoperative to the extent only that the operation thereof unavoidably conflicts with such law and shall in all other respects be in full force and effect. Section 2. These Bylaws may be amended by the Commission at any regular meeting by a majority vote of the entire Commission, provided the proposed amendment is on the agenda and made public no later than three days before the meeting. Section 3. In addition to these Bylaws, the Commission may adopt, from time to time, Governance Policies (adopted Policies) that are not inconsistent with these Bylaws. Page 3 of 4 9 ERMU Commission Policy — G.1 a Bylaws BYLAW HISTORY: Adopted June 13, 2017 Page 4 of 4