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HomeMy WebLinkAbout2018-11-19-J24 MPO 28E Agr, Bylaws AmendmentAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: November 19, 2018 AGENDA ITEM:Consideration of approval of a resolution approving Amendments to 28E Agreement and Bylaws of the Des Moines Area Metropolitan Planning Organization (MPO) FORMAT:Resolution SYNOPSIS INCLUDING PRO & CON: The City of Waukee is a member of the Des Moines Area Metropolitan Planning Organization (MPO). The MPO proposes changes to the existing 28E Agreement and bylaws that update and incorporate changes to the size and member selection process for the Executive Committee, as well as changes to the size of the Policy Committee. All such changes must be approved by at least ¾ of the member governments. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: The City Administrator recommends approval of the resolution. RECOMMENDATION: Approve the resolution. ATTACHMENTS: I. Proposed Resolution II. Amended 28E Agreement III. Amended Bylaws IV. MPO Memoranda PREPARED BY:Becky Schuett REVIEWED BY: PUBLIC NOTICE INFORMATION – NAME OF PUBLICATION: DATE OF PUBLICATION: J24 THE CITY OF WAUKEE, IOWA RESOLUTION 18- APPROVING AMENDMENTS TO 28E AGREEMENT AND BYLAWS OF THE DES MOINES AREA METROPOLITAN PLANNING ORGANIZATION (MPO) IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Iowa is a duly organized municipality within Dallas County; AND, WHEREAS, the City of Waukee is a member of the Des Moines Area Metropolitan Planning Organization, as organized under Iowa Code Chapter 28E (“MPO”); AND, WHEREAS, there has been a proposal to adopt certain amendments to the MPO Bylaws and corresponding amendments to the MPO 28E Agreement; AND, WHEREAS, MPO Bylaws amendments require two readings and affirmative votes of a majority of member government representatives, and amendments to the 28E Agreement require an affirmative vote of a majority of member government representatives; AND, WHEREAS, amendments to the 28E Agreement also require an approval of three- fourths of the member governments by resolution; AND, WHEREAS, the requisite votes by the representatives of the MPO member governments have taken place to adopt the accompanying Bylaws and 28E Agreement AS AMENDED, subject only to the requisite approval of three-fourths of the member governments by resolution; NOW, THEREFORE, BE IT RESOLVED that the above-named MPO member government does hereby approve the MPO Bylaws and 28E Agreement AS AMENDED. DONE the 19th day of November, 2018. ____________________________ William F. Peard, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman R. Charles Bottenberg Courtney Clarke Shelly Hughes Larry R. Lyon #3012016 Des Moines Area Metropolitan Planning Organization 28E Agreement SEVENTH Amended and Substituted , 2018 2 Revised Nov., 2018 Des Moines Area MPO 28E Agreement (Seventh Amended and Substituted) The Des Moines Area MPO has prepared this document with partial funding from the United States Department of Transportation Federal Highway Administration and the Federal Transit Administration, and in part through local matching funds provided by the Des Moines Area MPO member governments. These contents are the responsibility of the Des Moines Area MPO. The United States Government and its agencies assume no liability for the contents of this report or for the use of its contents. This document was approved as of _________, 2018. The Des Moines Area MPO filed this 28E Agreement with the Iowa Secretary of State on __________, 2018. 3 Revised Nov., 2018 SEVENTH AMENDED AND SUBSTITUTED AGREEMENT ESTABLISHING THE DES MOINES AREA METROPOLITAN PLANNING ORGANIZATION ARTICLE I - ESTABLISHMENT The Des Moines Area Metropolitan Planning Organization (hereinafter referred to as "the MPO") is hereby established and created as a voluntary organization of certain county and city governments in the Metropolitan Planning Area, as set forth on Exhibit A, attached hereto and incorporated herein by this reference (hereinafter referred to as the "Metropolitan Planning Area"). The Metropolitan Planning Area includes the Des Moines Urbanized Area as defined by the U.S. Bureau of the Census (hereinafter referred to as the "Des Moines Urbanized Area"). ARTICLE II - ORGANIZATION, PURPOSE AND POWERS The MPO is organized as a separate legal entity pursuant to the provisions of Chapter 28E, Code of Iowa, 2018, as amended, with the powers and purposes to carry out transportation planning activities for the metropolitan area and other activities as described in this Agreement. The purpose of the Seventh Amended and Substituted Agreement is to make revisions to the previous Amended and Substituted Agreement that became effective on August 11, 2010, which replaced the previously existing agreement that became effective on September 7, 2005, which replaced the previously existing agreement that became effective on August 20, 2001, which replaced the previously existing agreement that became effective on February 26, 1998, which replaced the previously existing agreement that became effective on May 19, 1993, which replaced the previously existing agreement that became effective on July 1, 1983 and to authorize the MPO to continue, pursuant hereto, to serve as a designated metropolitan planning organization, pursuant to Part 450 of Title 23 of the Code of Federal Regulations, and any amendment or successor section thereto; and to enable the MPO to carry out a transportation planning process as outlined therein. The MPO is also authorized, upon designation by the State of Iowa, to review and comment on federal transportation, planning, or construction grants for which member governments have applied, and to determine their consistency with adopted area wide transportation plans. Except as otherwise hereinafter provided, the powers of the MPO shall be exercised by the member governments representatives or, where appropriate, alternate representatives, acting by and through the MPO in accordance herewith. The MPO is also authorized to carry out such other activities fostering collaboration between and among its member governments and other agencies, entities, and persons, public, 4 Revised Nov., 2018 quasi-public, and private, that involve information gathering and dissemination, planning, and consensus building deemed beneficial to the community that is in the MPO planning area. This authority includes the power to enter into separate 28E Agreements and may involve acting as sponsor, lead agency, and/or fiscal agent for such endeavors. ARTICLE III - MEMBERSHIP - VOTING REPRESENTATION 1. Membership - Except as restricted by section 4 of this Article, to become a member of the MPO, a governmental entity must: (a.) be located wholly or partially within the Metropolitan Planning Area; (b.) adopt this Seventh Amended and Substituted Agreement perpetuating the MPO by resolution of its governing body; and (c.) have a population of at least 3000 as shown by the most recent federal census or official intercensal estimate. All current voting MPO members as of the date of this 28E Agreement shall retain their voting membership in the MPO, regardless of whether or not they meet the requirements of Article III, Section 1. The foregoing to the contrary notwithstanding, the Des Moines Area Regional Transit Authority (“DART”) shall be a member pursuant to the terms of this agreement. To retain membership in the MPO, each member government/agency must comply with all requirements of this Seventh Amended and Substituted Agreement. 2. Representation a. The representative or representatives of each member government who shall serve on the MPO shall be a member or members of its governing body or other person or persons appointed in the manner approved by such governing body. Alternate representatives may be similarly appointed on a temporary or permanent basis, as a member government shall determine. In case a member government has more than one representative, alternate representatives for that member government shall be entitled to vote in the absence of any representative of that member government. The DART representative to the MPO, and any alternate, will be someone other than the designated representative or alternate of any other member government. b. Each member government shall be entitled to one representative on the MPO, plus one or more additional representatives based on the member government's population within the Metropolitan Planning Area as follows: One additional representative for each 50,000 population as shown by the most recent census or official intercensal estimate. DART will be entitled to one representative or alternate and one vote at meetings of the MPO Policy Committee. The foregoing to the contrary notwithstanding, the representation for each county member shall be based upon the portion of the population of its unincorporated 5 Revised Nov., 2018 area within the Metropolitan Planning Area and the population of incorporated areas within the Metropolitan Planning Area that is not otherwise represented on the MPO. c. Each representative shall serve at the pleasure of the governing body by which that representative was approved. d. The Iowa Department of Transportation, the Federal Highway Administration, the Federal Transit Administration, the Heart of Iowa Regional Transit Agency, and the Des Moines International Airport may serve as non-voting, advisory members of the MPO, and may be represented by their respective designees. e. Counties and incorporated areas wholly or partially within the Metropolitan Planning Area which are not eligible for full membership will be entitled to Associate Membership with one non-voting, advisory representative appointed by that governmental entity upon payment of an associate membership fee as established from time-to-time by the MPO. 3. Voting a. A quorum of the MPO shall be required for the conduct of its business. A quorum shall consist of a majority of the total number of persons who have been appointed as representatives of member governments. b. In the ordinary conduct of the MPO's business, each representative will have one vote; and the majority vote of those representatives present and voting shall decide such matters. c. At any time, on any question before the MPO, other than review and comment on federal transportation grants, the project selection process for including projects in the Transportation Improvement Program (TIP), or the Unified Planning Work Program (UPWP) and the annual UPWP budget, a minimum of any two member governments represented at a meeting may request a weighted vote. DART cannot be one of the member governments requesting a weighted vote. Under the weighted vote method, issues will be decided by assigning to each member government for which a representative is present and voting a number equal to the population within the Metropolitan Planning Area, by the most recent federal census or official intercensal estimate, for that member government, except that county member governments are only entitled to vote a number equal to the population residing within the unincorporated portion of the county located 6 Revised Nov., 2018 within the Metropolitan Planning Area. Under the weighted vote method, DART will have one vote. Under the weighted vote method, an issue must receive three- fourths of the total votes cast in order to be adopted. 4. Withdrawal and Readmission a. Withdrawal - A member government may withdraw from membership on the MPO when its governing body requests such withdrawal by resolution, sent by certified mail, return receipt requested, to the MPO. Any such withdrawal shall become effective on the date which is the later of the following: (1) the date specified in the resolution, or (2) upon receipt of the resolution by the MPO. As provided in Article IV hereof, a member government shall be deemed to have withdrawn upon nonpayment of assessment within thirty (30) days after notice thereof is sent by certified mail, return receipt requested, to the Mayor or Chair of the Board of Supervisors and the City Clerk or County Auditor of the member government involved. In the event of withdrawal, such government shall not be relieved of its obligation to pay its share of the expenses of the MPO for the MPO fiscal year in which such withdrawal occurs. b. Readmission - Any member government which has withdrawn or has been deemed to have withdrawn from the MPO may apply for readmission. The MPO shall establish a readmission fee for any applicant. The minimum readmission fee shall not be less than twenty-five (25) percent of the assessment for which the applicant would have been obligated had it been a member of the MPO during the prior MPO fiscal year. The maximum readmission fee shall not exceed two hundred (200) percent of the assessments for which the applicant would have been obligated during its non-membership period. ARTICLE IV - BUDGET AND ASSESSMENT SCHEDULE The MPO shall approve an annual budget and assessment schedule. The assessment for each member government shall be based on the ratio of each member government's population within the Metropolitan Planning Area, as shown by the most recent federal census or official intercensal estimate. For this purpose, a county member's population shall be the population of its unincorporated area within the Metropolitan Planning Area and the population of incorporated areas within the Metropolitan Planning Area that are not otherwise represented on the MPO. DART will not be charged any assessment. All annual assessments are due and payable on July 1 of each year. Any member government which fails to pay any assessment, in full, within 30 days (or such other period of time as may be requested by the member government and approved by the MPO) after the due 7 Revised Nov., 2018 date shall become delinquent for non-payment of the assessment. No representatives of that member government shall thereafter be allowed to vote on any matter coming before the MPO until the delinquency is cured. The MPO is authorized from time-to-time to approve amendments to the budget and corresponding special assessment schedule. Any such special assessment schedule shall be based on the same ratio among member governments as regular assessments. The resolution adopting any such amendments and special assessment schedule shall establish applicable payment deadlines and delinquency dates. Written notice of delinquency shall be sent by certified mail, return receipt requested, to the Mayor or Chair of the Board of Supervisors and City Clerk or County Auditor of the member government involved. Upon non-payment of the full assessment within 30 days of receipt of the delinquency notice, that member government will be deemed to have withdrawn its membership on the MPO. ARTICLE V - OPERATIONAL MATTERS 1. In the conduct of its business, the MPO may cooperate with, contract with, and accept and expend funds from federal, state, and local agencies, public or semi-public entities, private individuals, profit and non-profit corporations, and any other legally recognized association or entity. 2. The MPO may appoint such advisors or create such technical or advisory committees as it deems desirable. a. There shall be established a Transportation Technical Committee, composed of technical representatives appointed by the member governments and such other individuals appointed by the Chair of the MPO. No member government may have more technical representatives than it has representatives on the MPO, up to a maximum of three. The Iowa Department of Transportation, the Federal Highway Administration, and the Federal Transit Administration may serve as non-voting, advisory members of the Transportation Technical Committee. The Transportation Technical Committee shall review and develop recommendations on all matters referred to it by the MPO, and it may adopt such rules or procedures for its operation as are not inconsistent with this Agreement. Unless directed otherwise by the MPO Policy Committee, the Transportation Technical Committee will report its findings and recommendations to the MPO Executive Committee. 8 Revised Nov., 2018 b. A member of the Transportation Technical Committee may not serve as a representative or alternate of a member government on the MPO. 3. The MPO shall approve such transportation plans, reports or recommendations as are required by the federal and state governments as prerequisites for eligibility for federal or state transportation grants. In addition, the MPO shall prepare annually a UPWP that details planning activities to be conducted, the responsibilities for conducting those activities, and the proposed budget for those activities. 4. The MPO may make such arrangements as it deems necessary to secure administrative, staff and planning services, including contracting with any member government or any other public or private entity. Such services shall be included in the annual UPWP of the MPO. 5. The officers of the MPO shall be a Chair, Vice Chair, and Secretary/Treasurer, each of whom shall be elected annually from the members of the Executive Committee. Elected officers shall have such duties as are customary to their respective offices. 6. The MPO's Executive Committee shall be constituted by representatives chosen from designated member governments. Designated member governments and their number of representatives shall include the following: one representative from each member community that exceeds a population of 50,000 (Des Moines shall receive two representatives), one representative from Polk County, and two representatives each from three subareas (Northwest area, Southwest area, and East area) that represent communities under 50,000 in population. Identification of the communities in each of the subareas identified above are attached hereto as Exhibit B. The immediate past Chair of the Executive Committee shall remain on the Executive Committee so long as that person remains their community’s primary representative and shall count as one of the Executive Committee representatives from the afore-mentioned designated member governments. All members of the Executive Committee, at the time of appointment to the Executive Committee, shall be holders of a federal, state, or local government elective office, EXCEPT that one person on the Executive Committee may be other than a holder of a government elective office. All Executive Committee members must be a community’s primary representative at the time of their appointment to the Executive Committee. The Executive Committee shall exercise only such powers as may be delegated by the MPO as set forth in the Bylaws of the Des Moines Area Metropolitan Planning Organization. Executive Committee recommendations shall be reported to the full Policy Committee. The Executive Committee shall only act with a quorum of at least one-half of its members plus one additional member. The Executive Committee shall conduct its meetings in accordance with Chapter 21, Code of Iowa (2018), the Iowa Open Meetings Act. 9 Revised Nov., 2018 7. The MPO may adopt Bylaws and other rules or operational procedures which are not inconsistent with this Seventh Amended and Substituted Agreement. ARTICLE VI - TERMINATION The MPO may be terminated upon an affirmative vote of not less than three-fourths (3/4) of the representatives present at any regular meeting, or at a special meeting called for such purpose, which vote must be ratified by resolution of the governing bodies of not less than three- fourths (3/4) of the member governments. In the event of termination, all assets of the MPO shall be distributed to and all liabilities of the MPO shall be assumed by those governments which are members at the time of such termination, based upon the ratio of each member government's population within the Metropolitan Planning Area to the total population of the Metropolitan Planning Area, as shown by the most recent federal census or official intercensal estimate, with the population of each county member based upon the portion of the population of its unincorporated area within the Metropolitan Planning Area and the population of incorporated areas within the Metropolitan Planning Area that are not otherwise represented on the MPO. There will be deducted from the distribution of assets to any member government that is delinquent in the payment of dues or assessments, the amounts of such delinquency. The foregoing to the contrary notwithstanding, DART will not succeed to any assets or liabilities of the dissolved MPO. ARTICLE VII - AMENDMENTS The terms and provisions of this Seventh Amended and Substituted Agreement may be amended by a majority vote of the representatives on the MPO at any regular or special meeting called for such purpose and approved by resolution of the governing bodies of three-fourths (3/4) of the member governments, including DART. ARTICLE VIII - SEPARABILITY If any one or more of the provisions of this Agreement is declared unconstitutional or otherwise illegal, the validity of the remainder hereof shall not be affected thereby. If the unconstitutionality or illegality is due to the scope or breadth of the provision then the same shall be deemed valid to the extent that it is constitutional and legal, and a Court of competent jurisdiction shall be empowered to reform this Agreement in order to achieve that result. 10 Revised Nov., 2018 ARTICLE IX - EFFECTIVE DATE AND DURATION 1. This Seventh Amended and Substituted Agreement shall not be effective until such time as it shall have been approved by at least three-fourths (3/4) of the following governmental entities: Dallas County, DART, Polk County, Warren County, the City of Altoona, the City of Ankeny, the City of Bondurant, the City of Carlisle, the City of Clive, the City of Des Moines, the City of Grimes, the City of Johnston, the City of Mitchellville, the City of Norwalk, the City of Pleasant Hill, the City of Polk City, the City of Urbandale, the City of Waukee, the City of West Des Moines, and the City of Windsor Heights; and shall have been thereafter filed and recorded as provided by law. 2. It is the intention of this Seventh Amended and Substituted Agreement that the MPO be a perpetual organization made up of the original parties hereto and any eligible parties which may later adopt this Seventh Amended and Substituted Agreement. 3. This Seventh Amended and Substituted Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Panning Area Boundary¯0 10 205Miles Des Moines Area MPO Planning Area Boundary Exhibit A #2989800 MPO Executive Committee Representation (as of 2018) Committee Size = 11 ▪Over 50,000 representatives: 4 (Des Moines x 2; Ankeny x 1, West Des Moines x 1) ▪Polk County representative x 1 ▪Northwest community under 50,000 x 2 ▪Southwest community under 50,000 x 2 ▪East community under 50,000 x 2 ▪Officers chosen from among the Executive Committee members Northwest (2 Rep) Dallas Co. 2,172 Grimes 11,909 Johnston 21,114 Polk City 4,428 Urbandale 43,018 Total 82,641 East (2 Rep) Altoona 17,938 Bondurant 5,796 Carlisle 4,249 Mitchellville 2,405 Pleasant Hill 9,750 Total 40,138 Southwest (2 Rep) Clive 17,546 Norwalk 10,590 Warren County 4,137 Waukee 19,284 Windsor Heights 4,983 Total 56,540 Exhibit B #3001966 v.2 AMENDED AND SUBSTITUTED BYLAWS OF THE DES MOINES AREA METROPOLITAN PLANNING ORGANIZATION Adopted , 2018 ARTICLE I. DES MOINES AREA METROPOLITAN PLANNING ORGANIZATION Metropolitan Planning Organization (MPO) has been established by a 28E Agreement as amended and substituted, as a voluntary organization of certain county and city governments in the MPO's Metropolitan Planning Area for the purposes and with the authority contemplated by Part 450 of Title 23 of the Code of Federal Regulations. ARTICLE II. PURPOSE The MPO has been designated by the Governor of Iowa as the official Metropolitan Planning Organization for the Des Moines metropolitan area. As such, it has responsibility for carrying out the continuing, comprehensive, and cooperative (3-C) transportation planning process for this metropolitan area, pursuant to '134 of Title 23 of the United States Code. ARTICLE III. MEMBERS Section 1. Any county or city government located wholly or partially within the Metropolitan Planning Area boundary and meeting the requirements of Article III. of the applicable 28E agreement, shall be eligible for MPO membership. Section 2. Any county or city government located wholly or partially within the Metropolitan Planning Area boundary and not meeting the requirement for full membership as stated in the applicable 28E agreement, shall be eligible for an associate, non- voting membership in the MPO after an affirmative vote of three-fourths of the current MPO members, and the payment of dues, if any, established by the MPO.1 1Amended October 16, 1997 Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 2 of 11 Section 3. Any county or city government not located wholly or partially within the Metropolitan Planning Area boundary, yet within Boone, Dallas, Jasper, Madison, Marion, Polk, Story, and Warren counties, shall be eligible for an associate, non- voting membership in the MPO after an affirmative vote of three-fourths of the current MPO members and the payment of dues, if any, established by the MPO. Section 4. Appointments by member governments of their primary and alternate representatives to serve on the MPO shall be made by resolution of the member governments and conveyed in writing from each member's governing body to the MPO's Executive Director. Section 5. During December of each year, the MPO Executive Director shall contact member governments to request the names of each member government's primary and alternate representatives to serve on the MPO for the upcoming calendar year, not to exceed the total number of representatives for a government as determined by the methodology outlined in the current 28E Agreement. Section 6. The MPO staff also shall review its MPO primary representatives list after local elections, to determine whether or not a need exists to solicit updated primary representative information from members based on the election results. Section 7. Each representative to the MPO shall serve at the pleasure of the governing body appointing that representative. Section 8. If a member government's appointed representative(s), or an alternate representative, fails to attend three consecutively scheduled meetings of the MPO, the MPO's Executive Director shall notify the member government to request consideration of a new appointment of that member government's representatives Section 9.2 If an MPO member government obtains a revised and certified population figure, the assessment for any population change will be handled by the following process: a. a member government will notify the MPO, in writing, of its newly certified, revised population total, and transmit any associated materials documenting the population recertification; b. if a member government, based on its newly certified population, becomes eligible to receive a different number of representatives to the MPO, any additional representative(s) would be "seated" at the next MPO meeting following the MPO's receipt of the required written notice of that 2Amended 2/26/95 Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 3 of 11 government's revised population figure and identification of any new or eliminated representative; c. the newly certified population would be effective for any weighted vote situation only after appropriate notification of the revised population figures; and d. for assessment purposes, the newly certified population would be first recognized for the next fiscal year beginning on July 1. ARTICLE IV. MEETINGS Section 1. The MPO shall hold regularly scheduled meetings and MPO staff will publish a calendar of those meetings in December of each year. By formal action, the MPO may amend the meeting schedule. Section 2. Special meetings of the MPO may be called by the MPO Chair or called based upon a written request to the MPO Chair and signed by a minimum of two member governments, specifying the day, the hour, and the subject of the requested special meeting. At least three days notice shall be given for a special meeting. Section 3.3 Iowa Open Meetings Law - Iowa Code Chapter 21 (2018). 1. All MPO meetings shall be conducted in accordance with the provisions of the Iowa Open Meetings Law. Notice of all MPO meetings shall be posted and sent to the local news media, member governments, and interested parties requesting such notice. 2. Unless otherwise charged, all advisory groups of the MPO will report to the MPO Executive Committee and will not make public policy recommendations to the MPO. The meetings of these advisory groups, and any subgroups, subcommittees, or task forces created by them, will not comply with the Iowa Open Meetings Law unless required by resolution of the MPO. Advisory groups created by the MPO only to gather information without making a public policy recommendation will not comply with the Iowa Open Meetings Law unless required by resolution of the MPO. Any advisory group charged by the MPO to make a public policy recommendation to the MPO will conduct their meetings in accordance with the Iowa Open Meetings Law. 3Amended June 1999 Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 4 of 11 3. The MPO Transportation Technical Committee meetings will be conducted in accordance with the Iowa Open Meetings Law. 4. The MPO Executive Committee meetings will be conducted in accordance with the Iowa Open Meetings Law. 5. The MPO retains the prerogative, from time-to-time, to require any advisory group to conduct meetings in accordance with the Iowa Open Meetings Law. Section 4. All MPO, MPO Executive Committee, and MPO Transportation Technical Committee (TTC) meetings shall be conducted in general accordance with the current edition of Robert's Rules of Order. Section 5. The MPO's recording secretary shall determine whether a quorum exists. The recording secretary shall inform the MPO's presiding officer. The MPO's recording secretary shall enter into the meeting minutes the names of those MPO representatives present. Section 6. The presiding officer, recognizing a quorum, shall call the meeting to order. Section 7. Ordinary conduct of MPO business shall be determined by majority vote of those representative(s) present and eligible to vote, each representative having one vote. Proxy voting will not be permitted. Section 8. The presiding officer may vote and participate in discussion but shall not make or second a motion. Section 9. In the normal conduct of business, an item shall be voted upon by voice vote, with nay votes and abstentions being recorded by name. If requested, an item shall be voted upon by roll call vote. All weighted votes will be roll call votes. Section 10. On all roll call votes, the recording secretary shall list the MPO representatives and their corresponding votes. Section 11.3 Agendas and supporting materials for regularly scheduled MPO meetings shall be made available to the MPO designated primary and advisory representatives at least six days prior to such meetings. Section 12. The Chair shall act as final arbiter of any disputes on points of order, subject to appeal to the full body. 3Proposed amendment May 1999 Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 5 of 11 ARTICLE V EXECUTIVE COMMITTEE Section 1. The MPO's Executive Committee shall be constituted by representatives chosen from designated member governments. Designated member governments and their number of representatives shall include the following: one representative from each member community that exceeds a population of 50,000 (Des Moines shall receive two representatives), one representative from Polk County, and two representatives each from three subareas (Northwest area, Southwest area, and East area) that represent communities under 50,000 in population. Identification of the communities in each of the subareas identified above are attached hereto as Exhibit A. The immediate past Chair of the Executive Committee shall remain on the Executive Committee so long as that person remains their community’s primary representative and shall count as one of the Executive Committee representatives from the afore- mentioned designated member governments. All members of the Executive Committee, at the time of appointment to the Executive Committee, shall be holders of a federal, state, or local government elective office, EXCEPT that one person on the Executive Committee may be other than a holder of a government elective office. All Executive Committee members must be a community’s primary representative at the time of their appointment to the Executive Committee. The Executive Committee shall exercise only such powers as may be delegated by the MPO as set forth in the Bylaws of the Des Moines Area Metropolitan Planning Organization. Executive Committee recommendations shall be reported to the full Policy Committee. The Executive Committee shall only act with a quorum of at least one- half of its members plus one additional member. The Executive Committee shall conduct its meetings in accordance with Chapter 21, Code of Iowa (2018), the Iowa Open Meetings Act. Section 2. The Executive Committee representatives for each subarea identified in Exhibit A shall be appointed after a vote of a Selection Committee in each of the three identified areas during February, consistent with Article V, Section 1. The Selection Committee in each subarea shall be comprised of the mayor of each member city located in the subarea and, if one of the subarea’s member governments is a county, the Chair of the Board of Supervisors from said county. Each mayor or Board of Supervisor’s Chair serving on the Selection Committee may nominate a person to serve as the member of the Executive Committee representing such subarea. Any nomination of a member of the Executive Committee must be approved in advance by the city council of the mayor or by the Board of Supervisors of the Board’s Chair making such nomination before submission to the Selection Committee. Any impasse by the Selection Committee in the selection of the two Executive Committee members from a subarea shall be resolved by the use of a weighted vote, in which the mayor of each city is entitled to one vote for each person residing within the city of which they are mayor and in which the Chair of the Board of Supervisors is entitled to one vote for each person Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 6 of 11 residing within the unincorporated portion of the county which is located within the subarea, according to the most recent federal census or official intercensal estimate. The Executive Committee members from each subarea may not represent the same member government. The results of this selection process shall be reported in writing to the MPO Executive Director and such members should thereafter be eligible to serve. Section 3. The Chair of the MPO will preside at the Executive Committee meetings. In the absence of the Chair, the Vice Chair will preside. In the absence of the Vice Chair, the Secretary/Treasurer will preside. Section 4. The MPO's Executive Committee shall have general supervision of the MPO's administrative, personnel, and financial affairs, and have and exercise such additional powers as may be delegated by the MPO from time to time. All Executive Committee recommendations will be subject to approval by the full MPO. The MPO Executive Committee is delegated day-to-day decision-making authority for and on behalf of the MPO on all matters upon the determination by the Executive Committee that any such matter is time sensitive and the interests of the MPO will be advanced by the exercise of this delegated authority prior to the next regular meeting of the MPO Policy Committee, subject to the following guidelines and limitations: 1. The authority is exercised in accordance with the Iowa Open Meetings Law. 2. Except as otherwise permitted by the Iowa Open Meetings Law, the agenda item being considered under this delegated authority is distributed at least twenty-four (24) hours in advance to the member representatives on the MPO Policy Committee. 3. The minutes of the Executive Committee reflect that the determination was made that the decision was time sensitive and the interests of the MPO would be advanced by the exercise of this delegated authority or, alternatively, reference this resolution. 4. This delegation of authority does not permit the Executive Committee to expend more than twenty-five thousand dollars ($25,000), unless the expenditure is within the then-existing budget of the MPO that has been previously approved by the Policy Committee. 5. This delegation of authority does not permit the Executive Committee to amend the MPO’s then-existing budget. 6. This delegation of authority does not permit the Executive Committee to alter or amend the MPO 28E Agreement or the MPO Bylaws. Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 7 of 11 7. This delegation of authority does not permit the Executive Committee to hire or terminate the MPO Executive Director. 8. This delegation of authority does not permit the Executive Committee to make any decision on which the member representatives are entitled to a weighted vote if, prior to the exercise, a request in writing is received by the Executive Director or any Executive Committee member from a sufficient number of member governments that could require a weighted vote at a meeting of the MPO Policy Committee. 9. If this delegated authority is exercised as above provided, it will be effective and binding upon and inure to the benefit of the MPO; the exercise of the authority will be reported to the next meeting of the Policy Committee and duly noted in the minutes of the Policy Committee meeting. Section 5. The MPO's Executive Committee shall meet at least monthly. Section 6. The Executive Committee shall act only with a quorum of at least one-half of its members plus one additional member. Section 7. Special meetings of the MPO's Executive Committee may be called by any of the members of the Executive Committee. Section 8. All decisions of the Executive Committee or the Executive Director are subject to review by the MPO. ARTICLE VI. OFFICERS Section 1. The MPO's officers shall consist of a Chair, a Vice Chair, and a Secretary/Treasurer. Section 2. The MPO Chair: a. shall preside at all meetings of the MPO; b. shall call special MPO meetings, consistent with Article IV, Section 2; c. may sign all contracts, agreements, applications, and other instruments associated with MPO operations and administration, upon authorization by the MPO; d. shall appoint members of any subcommittee deemed necessary for the conduct of the MPO's business; e. shall serve as a member of the MPO's Executive Committee; and Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 8 of 11 f. shall have such additional duties and powers as customary to the office or delegated by the MPO. Section 3. The MPO Vice-Chair: a. shall exercise the duties and powers of the MPO Chair in the absence of the Chair; and b. shall serve as a member of the MPO's Executive Committee; and c. shall have such additional duties and powers as customary to the office or assigned by the Chair. Section 4. The MPO Secretary/Treasurer: a. shall exercise the duties and powers of the MPO Chair in the absence of the MPO Chair and Vice-Chair; b. shall serve as a member of the MPO's Executive Committee; c. shall cause to have a full record kept of the proceedings of the MPO; d. shall cause to have all funds received by the MPO deposited in the name of the MPO in a federally insured financial institution, as the MPO may so choose; e. shall cause to be disbursed payments of MPO authorized expenditures in the name of MPO and require two signatures of individuals duly authorized by the MPO to disburse the MPO's funds; f. shall cause to be reviewed and approved, or the Chair or Vice Chair in the absence of the Secretary/Treasurer, all requests for payment to subcontractors by the MPO; g. shall cause to be prepared all reimbursement requests to state and federal funding agencies; h. shall cause to have prepared a monthly financial statement and progress report for the MPO; i. shall cause to have all financial records kept in accordance with generally accepted accounting procedures; j. shall cause to have an annual audit of all MPO financial records and accounts, and of all its subcontractors, in accordance with the Office of Management and Budget Circular A-102, Attachment P, requirements. The audit shall be conducted by an independent individual or company of recognized professional standing, or by an approved governmental entity; k. shall cause to have all financial records of the MPO kept in a safe place; l. shall attest to the signature of the MPO Chair on MPO documents when attestation is required; m. shall cause to have maintained a current inventory of all furniture, equipment, computer hardware and software owned by the MPO, with all new acquisitions, transfers, or disposals of property to be recorded and the inventory adjusted appropriately; n. shall cause to have an investment policy adopted for the investment of all MPO funds; Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 9 of 11 o. shall cause to have appropriate insurance in effect for MPO employees (i.e., worker's compensation, liability, property, automobile); and p. shall have such additional duties and powers as are customary to the office or assigned by the Chair. Section 5. The MPO's officers shall be elected annually during February, once representatives from three subareas are selected consisting with Article V, Section 2. The MPO officers shall be selected from among the Executive Committee Members who are appointed consistent with Art. V, Sec. 1. No Chair shall be eligible for election to serve more than two full, consecutive one-year terms as Chair. Section 6. The MPO's officers shall serve from March 1 through the end of the following February. Section 7. The respective MPO's officers shall hold office until successors for their office have been duly elected. Section 8. Each of the MPO's officers shall be from different designated members of the MPO. Section 9. Any vacancy occurring in an office of the MPO during the calendar year shall be filled for the un-expired portion of that office's term by election from among the remaining Executive Committee members. Section 10. The MPO's officers shall perform the duties prescribed by these bylaws and by the authority assigned from time to time by the MPO. ARTICLE VII. EXECUTIVE DIRECTOR Section 1. The day-to-day operations of the MPO shall be conducted under the direction and supervision of an Executive Director, in accordance with the policies, procedures, goals, and objectives adopted by the MPO. Section 2. The Executive Director will be employed by and, for cause, discharged by action of the MPO. Section 3. The Executive Director: a. shall, after consultation with the Executive Committee, hire, supervise, and discharge all other employees of the MPO, in accordance with employment policies and procedures adopted from time to time by the Executive Committee; Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 10 of 11 b. shall be responsible for MPO staff evaluations; c. shall abide by and fulfill the terms and provisions of his/her employment contract and job description; d. shall act as the Assistant Secretary/Treasurer of the MPO; e. shall assist the Chair in developing agendas for meetings of the MPO and the Executive Committee; f. shall periodically make recommendations to the MPO and Executive Committee on matters relevant to the efficient, effective operation of the MPO; g. shall cause to be developed and published annually, during the month of December, a schedule of the MPO's regular meeting dates, the Executive Committee’s regular meeting dates, and the Transportation Technical Committee’s regular meeting dates for the forthcoming calendar year; and h. may sign all contracts, agreements, applications, and other instruments associated with MPO operations and administration, upon authorization by the MPO or Executive Committee, as the case may be and consistent with the authority delegated to the Executive Director; i. shall perform such other duties and functions as may be assigned by the MPO or the Executive Committee. ARTICLE VIII. COMMITTEES Section 1. The MPO shall establish policies and procedures for the operation of the MPO Transportation Technical Committee (TTC). Section 2.5 The MPO Chair may appoint such advisors or create such technical, advisory, or ad hoc committees as may be deemed desirable to carry out the MPO's responsibilities. Section 3. The MPO Chair will annually appoint a Nominating Committee for the election of officers from the members of the Executive Committee, with no more than one representative from any one member government. a. The nominating committee shall consist of three primary representatives of the MPO and may be Executive Committee members or Policy Committee members. The nominating committee shall select one of the three committee members as chairperson. 5Amended April 16, 1998 Des Moines Area MPO Bylaws - Final Adopted July 2005 Page 11 of 11 b. The nominating committee shall present a slate of officer candidates at the regular February MPO Executive Committee meeting consisting of candidates for Chair, Vice Chair and Secretary/Treasurer. To aid the nominating committee, the MPO staff will supply the following: 1. A list of primary representatives to the MPO; 2. A history of attendance for those representatives; 3. An indication of the tenure of each primary representative to the MPO; and 4. A list of previous MPO offices held, including committees and subcommittees. c. The nominating committee will not be constrained by any rules or presumption of ascendancy from one office or position to another Section 4. The MPO also may establish other committees of the MPO. Section 5. The MPO Chair may appoint resource persons to serve on a committee if that action would be deemed of potential benefit to that committee and the issue(s) being addressed, who shall serve at the pleasure of the MPO Chair. Section 6. Representation to the TTC shall be reviewed and updated during January of each year, at a minimum. Appointments to other committees shall be reviewed and updated annually after the formation of the new Executive Committee and updated as appropriate by the MPO Chair. ARTICLE IX. AMENDMENTS TO BYLAWS These bylaws may be amended at any regularly scheduled meeting of the MPO, upon an affirmative vote of the majority of those representatives present and voting at that meeting, provided that the amendment has been submitted in writing and adopted at the previous MPO regularly scheduled meeting. These bylaws also may be similarly amended at any special meeting of the MPO called solely for that purpose. Altoona • Ankeny • Bondurant • Carlisle • Clive • Dallas County • Des Moines • DART Grimes • Johnston • Mitchellville • Norwalk • Pleasant Hill • Polk City • Polk County Urbandale • Warren County • Waukee • West Des Moines • Windsor Heights MPO Weighted Vote Guidelines The MPO 28E Agreement includes a provision for a weighted vote. A weighted vote may be called on any issue except for “review and comment on federal transportation grants, the project selection process for including projects in the Transportation Improvement Program (TIP), or the Unified Planning Work Program (UPWP) and the annual UPWP budget”. The following information is intended to clarify items that are eligible for a weighted vote. Items ineligible for a weighted vote include the following: • Funding recommendations for annual Surface Transportation Block Grant funding • Process for selecting projects to be included in the TIP • Adoption of the annual UPWP • Adoption of the annual UPWP budget Items eligible for a weighted vote include, but are not limited to, the following: • Amendments to the TIP • Amendments to the UPWP and UPWP budget • Meeting agendas • Meeting minutes • Financial statements • Purchases and Expenditures above Executive Director’s threshold • Performance target adoption • Plans, reports, or studies • DC trip priority project list • Fiscal Year Audit • Grant applications and grant acceptance • Letters of support • Requests for MPO membership • Executive Director performance review and compensation adjustment • Executive Director hiring, contract, or termination 420 Watson Powell Jr. Parkway, Suite 200 Des Moines, Iowa 50309 Phone: 515.334.0075 Email: info@dmampo.org www.dmampo.org