Bylaws

BY-LAWS

Adopted 12/8/99

The name of this organization shall be the South Shore Recycling Cooperative (hereinafter referred to as the "Cooperative").

Section 1. The South Shore Recycling Cooperative is established to provide a forum for cooperative management of solid waste by members, to assist each member Town to improve the cost-effectiveness of their recycling efforts by providing economy of scale while maintaining full control over solid waste management; to assist members to improve programs to divert waste materials from the waste stream and to reduce the amount and toxicity of wastes; and to provide such assistance on an individual basis to each member Town and cooperatively in joint programs with other Towns.

a) Notwithstanding any provision herein, no member town shall be obligated to participate in any particular Cooperative contract, program, or procurement and each member town shall be free to establish its own contracts, programs or procurements independently of the Cooperative.

b) The Cooperative shall not have the power of eminent domain, nor the power to levy taxes, to require the payment of any funds by members, except as provided by the agreement. The cooperative shall not incur debt which obligates its assets for periods of more than one fiscal year. The cooperative shall be subject to all local zoning or non-zoning land-use by-laws and regulations. The agents and employees of the cooperative shall be agents and employees of the cooperative and not of the member cities or towns.

Section 1. The Cooperative shall be composed of cities and towns who have joined the Cooperative pursuant to the provisions of the Intermunicipal Agreement for Cooperative Recycling on the South Shore, a copy of which is on file in the offices of the Town Clerk of the member towns.

a) A member municipality may join the Cooperative by vote in accordance with G.L. c. 40, §4a to approve this Agreement.

b) Original member towns are the Towns of Abington, Cohasset, Duxbury, Hanover, Hingham, Kingston, Marshfield, Norwell, Pembroke, Rockland, and Weymouth (hereinafter the “members”)

Section 3. A non-member municipality may become a member of the Cooperative upon:

a) A vote by the non-member in accordance with G.L. c. 40, §4A to approve this Agreement; and,

b) An affirmative vote by a majority of the Board of Directors to accept the non-member as provided in the bylaws and subject to such conditions as the Board of Directors may impose.

Section 4. Associate Members. A non-member municipality may become a non-voting associate member of the Cooperative upon:

a) Payment of the membership fee or other fee as determined by the Board of Directors; and,

b) An affirmative vote by a majority of the Board of Directors to accept the non-member as provided in the bylaws and subject to such conditions as the Board of Directors may impose.

a) Any municipality may terminate its membership as of the end of a fiscal year by vote of town meeting or city council, as the case may be, without cause provided the Board of Selectmen or City Council, as the case may be, gives notice to the other members of the intent to terminate this Agreement no later than six months prior to the date of termination.

b) In the event of termination, the municipality terminating the Agreement shall still be obliged to provide its required membership Fee, as provided in Article 6 of the IMA, for the entire fiscal year during which the notice of the termination was given. Any municipality giving notice of termination later than December 31 shall be obliged to provide the required membership fee to the Cooperative for the following fiscal year. Upon such termination, a former member shall have no further rights nor claims with respect to the property, assets, or other rights of the Cooperative but shall be responsible for liabilities and claims with respect to the period of its membership prior to such termination.

c) Termination of this agreement by one member shall not have the effect of terminating the agreement as to the remaining members.

Section 6. Participation in any program or activity sponsored by the Cooperative, including any contract or program for regional utilization of services, may be conditional on the payment of an appropriate financial contribution to the Cooperative to support the operation of the Cooperative.

a. The Cooperative may vote, by majority vote of the member towns present and voting, at any time to prohibit any member town from participating in any specific regional contract or in all Cooperative programs unless said member town makes a financial contribution as specified by the Cooperative in its vote.

b. The Cooperative may vote, by majority vote of the member towns present and voting, at any time to allow any associate member town or non-member town to participate in any specific regional contract or in all Cooperative programs upon the payment of a financial contribution as specified by the Cooperative in its vote.

Section 1. The executive power of the Cooperative shall be vested in a Board of Directors consisting of two representatives from each member appointed for a three year term as provided by law, or by local charter or bylaw. These Board members shall serve until their successors are appointed and sworn in. Member Towns are requested to notify the Cooperative of any change in appointments.

Section 2. Each member Town shall have one vote on the Cooperative, which shall be exercised by member representatives present and voting at a meeting of the Board of Directors. The vote of a Town shall be determined by unanimous vote of that Town's representatives present and voting. If the two representatives present and voting from a member Town do not agree on what vote should be taken on a particular vote, then no vote shall be recorded by that member Town on that particular vote.

Section 3. A quorum of six (6) member Towns shall be required at any meeting to conduct official business of the Cooperative.

Section 4. A majority vote of all Towns present and voting shall be required for a motion to carry. Two-thirds majority of those Towns present and voting shall be required to approve any spending over $250.00.

Section 5. The Cooperative shall hold at least one meeting each month, unless this requirement is suspended for any particular month by majority vote of the Cooperative. The meetings of the Cooperative shall be conducted by the Chairman in accordance with Robert's Rules of Order.

a) Submit a written report each year to each of the members detailing the services provided and funds received, and providing full financial disclosure;

c) Prepare, advertise, and award regional contracts for recycling services on behalf of members;

e) Develop grant proposals to assist members to obtain state grants to help improve their solid waste management and recycling programs;

f) Make recommendations and provide technical assistance to members concerning solid waste management and recycling;

g) Recommend policies to members governing solid waste management and recycling; and,

h) Assist members to establish, where appropriate, facilities such as transfer stations, materials recycling facilities, collection centers, permanent household hazardous waste collection centers, or other solid waste facilities which provide necessary solid waste or recycling services for the host municipality and for other members.

Section 1. There shall be a Chairman, Vice-Chairman, Secretary, and Treasurer. These four officers, in addition to one or more other members appointed by the Chairman, shall constitute the Executive Committee of the Cooperative. Officers shall be elected for a one year term. No town shall have more than one member on the Executive Committee at any one time.

Section 2. Chairman. The Chairman’s responsibilities include: preparation of the agenda, conducting meetings, appointing all internal committees, ensuring that the staff carries out the will of the Cooperative, and representing the Cooperative before other local, regional, or state agencies and organizations.

Section 3. Vice-Chairman. The Vice-Chairman shall assume all duties of the Chairman in his absence.

Section 4. Secretary. The Secretary coordinates preparation and timely distribution of minutes, maintains the membership lists, distributes copies of all correspondence, and takes the role at each meeting for attendance and voting purposes.

Section 5. Treasurer. The Treasurer oversees management of collection and disbursement of the funds of the Cooperative, and prepares and presents a Treasurers report at each meeting.

Section 6. Election of Officers. The annual election of officers shall be held during the June meeting, where it shall be the first order of business. Elections must be conducted by June 30 of each year. Officers shall assume office at time of their election and shall serve until their successors are elected.

Section 7. Vacancy. In the event of the inability of an officer to serve, the next ranking officer, or in the absence of such an officer, a member appointed by the Chairman, shall perform such duties until the Cooperative elects another to fill the vacancy.

Section 1. The Chairman shall appoint all internal committees, including but not limited to the standing committees listed, and shall determine the composition of each committee.

Section 2. Standing Committees. The Standing Committees shall include the Executive Committee, the Bylaw Committee, and the Nominating Committee.

Section 3. Executive Committee. The Executive Committee shall be composed of the four officers, in addition to one or more other members appointed by the Chairman, who may act on behalf on the Cooperative on any matter which requires immediate action, but subject to ratification by the Cooperative at its next meeting.

Section 4. Bylaw Committee. The Bylaw committee shall be chaired by the Secretary and may make and shall consider all recommendations for amendments to these bylaws, and shall provide a recommendation to the Cooperative on any proposed amendments.

Section 5. Nominating Committee. The Nominating Committee shall present recommendations for a slate of officers to the Cooperative prior to the election of officers.

Section 1. The fiscal year of the Cooperative shall begin on July 1 of each calendar year and conclude on June 30 of the following calendar year.

Section 2. Annual Membership Fees. Each member Town shall pay an annual Membership Fee to the Cooperative in an amount to be determined by the Board of Directors. Failure of any member Town to make such required payment or otherwise fund the required Membership Fee to the Cooperative at the time required shall be deemed a notice of termination in accordance with Article 3, Section 6 hereof.

Section 3. The Chairman, or Treasurer, may spend or authorize the expenditure of no more than $250 at any one time without any vote of the Cooperative. The Chairman, or the Treasurer, may spend or authorize the expenditure of more than $250 if said spending has been authorized in advance by the vote of the Cooperative.

These Bylaws may be adopted or amended by vote of a majority of the member towns at any time provided that each individual member of the Cooperative has been provided a copy of these bylaws or amendment thereto no later than seven days prior to the vote on same.

If the Board of Directors shall hereafter determine, it may create an independent legal entity by creating a not-for-profit corporation or through the adoption of special legislation.