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HomeMy WebLinkAboutORGANIZATION RESOLUTION OF THE SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA• WHEREAS, the Augusta - Richmond County Commissioners activated the Solid Waste Management Authority of Augusta (the "Authority "); and activation; NOW, THEREFORE, BE IT RESOLVED by the Solid Waste Management Authority of Augusta, and it is hereby resolved by the same, that the Mayor of Augusta, Georgia (the "Consolidated Government ") is hereby appointed as the Chairperson, the Mayor Pro Tem of the Consolidated Government is hereby appointed as the Vice Chairperson, and the Administrator or Acting Administrator of the Consolidated Government is hereby appointed as the Secretary and the Treasurer. BE IT FURTHER RESOLVED that the seal presented at this meeting is hereby adopted as the seal of the Authority. BE IT FURTHER RESOLVED that the Authority intends to finance all or a portion of the costs of the project described in Exhibit A hereto with the proceeds of its revenue bonds and that the costs of the project will be approximately $10,000,000. BE IT FURTHER RESOLVED that the Bylaws attached hereto as Exhibit B are hereby adopted as the Bylaws of the Authority. ADOPTED AND APPROVED this 2,k'day of July, 2004. (SEAL) Attest: Secretary ORGANIZATIONAL RESOLUTION OF THE SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA WHEREAS, the Authority desires to take certain actions in connection with its SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA 61 C7L4—‘ Chairperson • Estimates in 2004 Projects for the Solid Waste Disposal Facility Scale House wl wo Scales 1) At present, the county rents a trailer for scale house operations. We estimate the construction of a 50x10 scale house w/ two scales (inbound and outbound) to cost approximately $200,000. Citizen Drop -off Area Exhibit A' 2) Construction of a larger drop -off center to include opportunities for customers to recycle and provide a safe working environment In addition, this will allow the county to capture all in- coming waste into the facility The citizens drop -off is $65,000. Administration Building 3) The construction of an administration building. Based on the usual office sizes, the building should be roughly 6000 sf of floor area with 13 offices and 4 storage rooms, bathrooms conference room and break room. Depending on the type of building the cost per square foot should range from 50 to 75 $ per sf. Thus, the admin building estimated cost is $500,000. Maintenance Building 4) The construction of a maintenance building which should include 2 heavy equipment working bays, maintenance and operations office, locker /shower room, parts/storage room, fuel storage area, break room and a wash bay area with proper wash water controls. This building should be a steel frame with around 75,000 to 100,000 sf in size art estimated cost of $350,000. 20+ Acre Landfill Construction • Earthwork 500,000 CYCdI$4.00 =$2,000.000 including pond earthwork, • Clay liner assuming admixture 70,000CY @$20.00 per CY =$1,400,000 • Sediment pond risers 2@10,000 each=$20,000, • Sumps and sump pumps $20,000, • Hdpe Liner 875,000 SF C$.40 per sf =$350,000 • Geonet drainage layer 888,888sf x$.45=$400,000 • Protective cover on -site soil 70,000CY0$2.00=$140,000, • Leachate Lines inside cell 8,000 Ife$30 =$120,000, • Leachate forcemain to connect to existing tank 30001f01$15445.000, • Lined ditching 1000 If t $60 per foot$60,000 • Power to the site $20,000 • Seeding grassing Etc. $20,000 • Roadway construction 12,500 SY@ 6.00 sy $75,000 • Mobilization $175,000 • • Total $4,845,000 Plus 20 percent contingency $5,814,000 • CQA for Cell $400,000 • 19 wellse$8K $152,000 • 24 P-Wellseb$2K $48,000 • Pipe Work for Spring $100,000 • Total project 56,514,000 • Exhibit B • BYLAWS OF SOLID WASTE MANAGEMENT AUTHORITY OF AUGUSTA PREAMBLE These Bylaws are subject to, and governed by, the Regional Solid Waste Management Authorities Act (the "Act "). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Act, such provisions of the Act will be controlling. ARTICLE I - OFFICES Section 1.1 Principal Office. The principal office of the Authority shall be the same as the principal office of Augusta, Georgia (the "Consolidated Government "). Section 1.2 Other Offices. The Authority may not have any other offices. ARTICLE II - BOARD OF DIRECTORS Section 2.1 Authority. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Authority shall be managed under the direction of, a Board of Directors (hereinafter referred to as the "Board of Directors," "Board," or "Directors," with any individual member being herein referred to as a "Director "). Section 2.2 Number, Election and Term. There shall be five directors on the Board of Directors. One Director shall be an Augusta - Richmond County Commissioner (a "Commissioner ") from super district nine of the Consolidated Government and shall be appointed by the Commissioners from districts one, two, four, five and nine of the Consolidated Government. One Director shall be a Commissioner from super district ten of the Consolidated Government and shall be appointed by the Commissioners from districts three, six, seven, eight and ten of the Consolidated Government. One Director shall be the Mayor of the Consolidated Government. One Director shall be the Mayor Pro -Tem of the Consolidated Government. One Director shall be the Administrator of the Consolidated Government or shall be appointed by the Administrator. All Directors shall be residents of the Consolidated Government. Each Director shall take office immediately upon his or her appointment or election, as appropriate. The term of office of each Director shall be four years, unless (i) such Director is no longer a Commissioner or the Administrator, as appropriate, or (ii) such Director shall be removed from office as described below. Directors may be reappointed for successive terms. The Directors shall serve at the pleasure of the Commissioners, and any Director may be removed from office by a majority of the Commissioners. This Section 2.2 may only be amended with the approval of the Commissioners. • Section 2.3 Compensation. The Directors shall receive no compensation for their services but shall be reimbursed for their actual expenses incurred in the performance of their duties. Section 2.4 Quorum and Action. A majority of the Directors then in office shall constitute a quorum for the transaction of business unless the Act, or a provision of these Bylaws provides otherwise. If at any meeting of the Board there is less than a quorum present, a majority of those present or any Director solely present may adjourn the meeting from time to time without further notice. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present and voting at a meeting is the act of the Board, unless the Act or a provision of these Bylaws provides otherwise; provided, however, any action taken with respect to any "project" (as defined in the Act) shall be approved by a majority of Directors then in office. Section 2.5 Officers. (a) Officers. The officers of the Board shall consist of a Chairperson, a Vice Chairperson, a Secretary and a Treasurer, and such other officers and assistant officers as the Board of Directors may from time to time elect or appoint. The office of Secretary and Treasurer may be held simultaneously by the same person. The Secretary and the Treasurer may but need not be, a Director. (b) Election and Term. The officers shall be elected by the Board of Directors from among the members of the Board of Directors. The Board of Directors shall elect officers at the last meeting of the Board of Directors in each year, and each officer shall hold office for a term of one year and until his or her successor has been elected or until his or her earlier resignation, removal from office or death. (c) Chairperson and Vice Chairperson. The Chairperson will act as the chief officer of the Board of Directors and the Authority. The Chairperson shall preside at all meetings of the Board of Directors The Chairperson will provide leadership in helping carry out the basic mission, goals and objectives of the Authority. The Chairperson may take any action required or permitted by law to be taken by a president of a corporation. The Chairperson shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors. The Vice Chairperson shall, in the absence of the Chairperson of the Board or at his or her request, preside at annual, regular and special meetings of the Board of Directors and perform any and all other duties and exercise any and all other powers and authority of the Chairperson of the Board. (d) Secretary. The Secretary shall: (i) keep the minutes of each meeting of the Board of Directors; (ii) have custody of the seal of the Authority; • (iii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iv) be custodian of and authenticate the corporate records of the Authority; and (v) perform such other duties as from time to time may be assigned to him or her by the Board of Directors. (e) Treasurer. The Treasurer shall: (i) be the financial officer of the Authority; (ii) provide for the receipt, deposit and disbursement of all moneys of the Authority, subject to such regulations as may be established from time to time by the Board of Directors; (iii) provide for the maintenance of accurate books and records of account; (iv) make reports of the finances of the Authority annually and whenever requested by the Board of Directors; (v) assist in the preparation of annual budgets for the Authority; and (vi) perform such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 2.6 Meetings. (a) Annual Meetings. An annual meeting of the Board of Directors shall be held immediately following the close of the last regularly scheduled meeting of the Commissioners, and the Directors may transact any and all business as may properly be brought before such a meeting. (b) Regular and Special Meetings. Regular and special meetings (other than annual meetings) of the Board of Directors shall be held at such time and place, upon at least seven (7) days' notice, unless the Chairperson of the Board shall determine that shorter notice is required but in no event in violation of any open meetings laws, and for such purposes as shall be determined by the Chairperson or by any three Directors. The Directors may transact any and all business as may properly be brought before such a meeting. (c) Notice; Waiver of Notice. Whether by the Act or other statute, or these Bylaws, if notice is required to be given to any Director and no provision is made as to how such notice shall be given, personal notice shall not be required, and any such notice may be given (1) in writing, by mail, postage prepaid, addressed to the Director at his or her address as it appears on the books of the Authority, or, if not listed therein, to his or her last known business address, or (2) by any other method permitted by law, including but not limited to, personal delivery, overnight courier service, telegram, telex, telefax, telephone or electronic mail. Any notice required or permitted to be given by the mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail as aforesaid. Any notice required or permitted to be given by overnight courier service shall be deemed to be delivered and given at the time delivered to such service with all charges prepaid and addressed as 3 aforesaid. Any notice required or to be given by telegram, telex, telefax or electronic mail shall be deemed to be delivered and given at the time transmitted with all charges prepaid and addressed as aforesaid. A Director may waive any notice required by these Bylaws, but not any notice required by the Act or other statute, before or after the date and time of the required notice. The waiver must be in writing, signed by the Director entitled to the notice, and delivered to the Authority for inclusion in the minutes or filing with the records of the Authority. Attendance of a Director at or participation in a meeting shall constitute a waiver of notice of such meeting, except where such Director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting. (d) Meetings of the Board of Directors shall be subject to the open meetings law. Section 2.7 Board Committees. The Board of Directors, by resolution, may create one or more committees of the Board. Each committee shall have one or more Directors, as may be nominated and approved by the Board of Directors. Individuals that are not Directors may serve on a committee, but shall not be entitled to vote. Any committee established by the Board may be dissolved and any member thereof may be removed only upon motion duly made and approved by the Board Directors. All provisions of the Act or other statute and these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board shall, where appropriate, apply equally to committees and their members. Only to the extent specified by resolution of the Board may any committee of the Board exercise the Board's authority. ARTICLE III - FISCAL YEAR The fiscal year of the Authority shall be the same as the fiscal year of the Consolidated Government. ARTICLE IV - CONTRACTS, CHECKS DEPOSITS, FUNDS AND RECORDS Section 4.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Authority, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Authority. Such authority must be in writing and may be general or confined to specific instances. Section 4.2 Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Authority shall be signed by such officer or officers, agent or agents, of the Authority and in such other manner as may from time to time be determined by resolution of the Board of Directors. In the absence of 4 • • such determination by the Board of Directors, such instruments shall be signed by the Chairperson or the Treasurer. Section 4.3 Deposits. All funds of the Authority shall be deposited from time to time to the credit of the Authority in such banks, trust companies or other depositories as the Board of Directors may select. laws. Section 4.4 Records. The records of the Authority shall be subject to the open records ARTICLE V - AMENDMENTS These Bylaws may be amended at any time and from time to time by a majority vote of the Directors then in office; provided, however, that no amendment may be made (i) that would violate the terms of the Act or any other statute or (ii) to Section 2.2 hereof without the approval of the Commissioners. 5