Arkansas Administrative Code
Agency 225 - Southwest Central Regional Solid Waste Management District
Rule 225.00.21-001 - Upper-Southwest Arkansas Regional Solid Waste Management District By-Laws (Amended 2021)

The Title of the District is:

UPPER-SOUTHWEST ARKANSAS REGIONAL SOLID WASTE MANAGEMENT DISTRICT

By Resolution 1-91, dated April 9, 1991, the former Upper-Southwest Arkansas Solid Waste Authority elected to be designated a regional solid waste management district pursuant to the authority of Act 752 of 1991 (codified at Ark. Code Ann. 8-6-701 et seq. (1991). The Arkansas Department of Pollution Control and Ecology formally designated the formation of the Regional Solid Waste Management Districts by Minute Order No. 91-15, passed May 24, 1991.

The present physical location of the business office of the District shall be:

319 Landfill Road

Nashville, Arkansas 71852

The mailing address is:

P.O. Box 909

Nashville, Arkansas 71852

The location of the Business may be changed, if necessary, by a majority vote of the Board of Directors at any regular or special meetings of the Board.

The Official Seal shall have inscribed thereon the Title of the District and the word "SEAL".

For the purposes of these By-Laws, the following definitions shall apply:

"Administrative Procedures Act" means the Arkansas Administrative Procedures Act codified at Ark. Code Ann. 25-15-201 to -214, as amended from time to time.

"Board or Regional Board" means the Board of Directors of the Upper-Southwest Arkansas Regional Solid Waste Management District.

"Director or Directors" means a member or the members of the Board of Directors of the Upper-Southwest Arkansas Regional Solid Waste Management District.

"District or Upper-SW RSWMD" means the Upper-Southwest Arkansas Regional Solid Waste Management District, which includes within its boundaries all incorporated and unincorporated areas of Hempstead, Howard, Lafayette, Little River, Montgomery, Nevada, Pike, Polk and Sevier Counties.

"Executive Director" means the Executive Director of the Upper-Southwest Arkansas Regional Solid Waste Management District.

The Board of Directors shall have the specific powers and duties prescribed in Ark. Code Ann. 8-6-7012 et seq., as amended, and all powers and authority to do all acts and things necessary to carry out the purposes of the District, consistent with the laws and Constitution of the State of Arkansas.

All meetings of the Regional Board shall be held at a place designated by notice in writing to the Directors.

Meetings of the Regional Board shall be held at least quarterly. The time and place of these regular quarterly meetings shall be established at the last meeting of each year for the upcoming year. The schedule of meetings shall be furnished to anyone who requests the information.

Special Meetings of the Regional Board may be called by the Chairman or Secretary or by notice calling such meeting signed by more than one-half of the voting directors. The board may opt to utilize any special meeting to satisfy the quarterly meeting by a majority vote during the Special Meeting.

Unless otherwise expressly provided herein, a majority of all members of the Board of Directors shall be required at all meetings in order to constitute a quorum, and no Director shall be counted present for quorum purposes unless personally present or a written and signed proxy designating another Board Member as their representative is presented to the Secretary / Treasurer prior to the meeting. Proxies may be presented by email, fax or hand delivered to the Secretary / Treasurer or his/her designee.

Notice of special or other meetings of the District shall be upon written or actual notice of all Directors at least one day prior to the meeting date and shall state the place, day, and hour of such meeting. The person calling any special meeting shall notify the news medial at least one day prior to the meeting time.

Any Director may, in writing, waive the requirement of any notice required to be given by this Article. All notices shall be effective when deposited in the U.S. Mail, bearing the address of the person or persons entitled to such notice as most recently furnished in writing to the Secretary. Notice shall also be effective if sent by telegram, addressed to the member to receive such notices, at such address as mentioned above; or by facsimile transmission to a phone supplied in writing to the Secretary or by email to an address supplied in writing or by email to the Secretary. Actual notice shall be a substitute for any other method of notice as set forth above.

The Secretary / Treasurer shall keep and maintain a complete list of the Board of Directors, and such list shall be on file at the principal office of the District and shall be open to inspection.

The Board of Directors Record Book shall be and constitute the sole and conclusive evidence of membership. Any challenge to or question concerning the accuracy or the membership list must be presented in writing to the Secretary / Treasurer not less than forty-eight hours prior to any meeting of the Board. Otherwise, the voting list of the Secretary / Treasurer shall be considered as conclusive proof of those Directors entitled to vote at the meeting. No change in the voter list shall be made within forty-eight hours of any meeting, except as approved by a majority of the Directors on the voting list.

Unless otherwise established by the Board of Directors or by amendment to this Article, Robert's Rules of Order shall apply to all meetings of the Board.

All activities and meetings of the board of Directors shall comply with the Arkansas Freedom of Information Act.

The general officers of this Board shall consist of a Chairman, Vice-Chairman, and Secretary / Treasurer. The general officers of the Board shall not be subject to removal during their term of office except for cause and then only by a majority vote of all Directors. Nor shall their terms of office be diminished during the period for which they are elected.

All officers may elect to delegate authority and utilize the Executive Director and other District Staff to ensure that the requirements of their office are fulfilled.

The Chairman shall be the Chief executive officer of the Board, shall preside at all meetings of the Board of Directors, shall appoint standing and special committees as needed, shall present, verbally, to the Board a report of the Operations of the District for the fiscal year and its financial condition at the first Board Meeting of each year. The Chairman shall also, ensure that an annual audit of the finances and financial activity is conducted by a qualified Certified Public Accountant and that a written copy of the auditor's report is sent to the governing body of each County and the Municipalities of each Board Member. The Chairman shall have all the general powers and duties usually vested in the office of Chairman. Except when such authority is delegated to the Executive Committee, pursuant to Article V of these By-Laws. The Chairman shall sign all contracts and agreements authorized by the Board of Directors.

In the absence or disability of the Chairman, the Vice Chairman shall exercise all functions assigned to the office of Chairman.

The Secretary / Treasurer shall keep the minutes of all meetings of the Board, shall attend to the giving and serving of all notices of the Board and District, shall have charge of all books and papers as the Board of Directors may direct, and shall attest any Board action, as necessary. The secretary / Treasurer shall perform all the duties which are normally incident to the office of Secretary / Treasurer.

The Officers described herein shall be elected by a majority vote of the Board of Directors during the last regular meeting of the calendar year. Newly elected Officers will take office on January 1 of the following calendar and shall serve for a period of one (1) year.

Any officer may resign at any time by submitting a resignation in writing to the board of Directors. Upon the resignation, removal, or death of an officer, a replacement officer shall be elected to serve out the vacant term of office. An election to fill a vacant term of office shall be by a majority vote of the Board of Directors and shall be held at the first regular or special meeting practicable following the vacancy.

The elected officers, Chairman, Vice-Chairman, and Secretary Treasurer shall serve as an Executive Committee. The term of office shall be concurrent with the terms as Officers of the Board of Directors. In addition, the Executive Director of the District shall serve as an ex officio member of the Executive Committee.

During the interim between regular and special meetings, the Executive Committee shall have all the powers and authority to do all acts and things necessary to carry out the purposes of the District. unless such action has been specifically reserved to require action of the full Board. The Executive Committee shall exercise its powers only to further the goals and policies established by the Board, and to allow for more efficient administration of the day-to-day business of the District.

Any action taken by the Executive Committee, upon approval of two of the three members after consultation, shall be valid and binding on the District to the same extent as if such action had been taken by the Board of Directors. A report of all Executive Committee actions shall be presented at the next meeting of the Board.

Except as otherwise provided herein, all checks, drafts or other orders for payment shall be signed by any two of three authorized signatures. Those persons shall be any three Directors designated by the Board of Directors. Alternatively, the Board may authorize the Executive Director or such other employees of the District to sign checks, drafts or orders for payment as may be necessary to conduct the business of the District.

The membership record books, books of account and records of the District shall be kept at the principal office of the District.

All public records of the District shall be open for inspection as required by the Arkansas Freedom of Information Act.