N.
GWTD Bylaws
BYLAWS
OF THE
GREATER WATERBURY TRANSIT DISTRICT
Adopted: April 10, 1986
Amended: December 16, 1986-Art.XIII
Amended: January 26,
1989-Art.XIV
Amended: February 6,
1990-Art.XV
Amended: June 23, 1994-Art.V
Sec.3
Amended: January 18,
1996-Art.VIII Sec.4
Amended: November 21,1996-Art.II Sec.1
Amended: November 20, 1997-Art.VII Sec6;Art.VIII Sec 6, 8;Art.IX
Sec1;Art.XIV;Art..XV Sec1-4
Amended: March 22, 2001-Art.XIV Sec 1
Amended: October 25, 2001-Art. VII Sec 4
Amended: September 25, 2003-Art. VIII Sec 8
Eliminated: September 25, 2003- Art..XV Sec 4
Article I - Name
Section 1: The name of this organization shall be the Greater Waterbury
Transit District.
Article II - Statement of Purpose
Section 1: Purpose. The
purpose of the Transit District is to coordinate and insure an adequate level of
modern and efficient public transportation including the provision of
transportation to meet the needs of disabled and elderly persons. Within the fixed route bus service area, the
Transit District will provide complementary Paratransit service as required by
the Americans with Disabilities Act (ADA).[ Amended on November 21, 1996 ]
Section 2: Objectives. The
Transit District has been established to improve the mobility of residents in
the Greater Waterbury Area especially elderly and disabled persons without
adequate transportation services. The
Transit District may also assume any or all of the powers granted to transit
districts under Section 7-273d of the Statutes, and in compliance with the
procedures for assuming the powers of the Department of Transportation, to
improve the quality and availability of public transportation in the Greater
Waterbury Area.
Article III - Membership
Section 1: Joining. Any
municipality may join the Transit District if the legislative body of the
municipality votes to join the District, and if the municipality’s request for
membership is accepted by a majority vote of the Board of Directors.
Section 2: Withdrawal. Any
member municipality of the Transit District may withdraw from the District if
the municipality’s legislative body votes to do so. In such a case, the Board of Directors, including the Director(s)
from the withdrawing municipality, shall determine the share of the District’s
expenses and obligations remaining due from the municipality. The municipality shall pay or secure such
amount to the District before the withdrawal shall become effective in
accordance with Article IV Section 2.
Section 3: Expulsion. The
Board of Directors, by a three-quarters vote, may terminate the membership of a
municipality due to the failure of the municipality to meet its financial
obligations to the District.
Article IV - Municipal Appropriations to the District
Section 1: Request Procedures.
If financial assistance is needed from member municipalities the Board of Directors shall request the
municipalities to appropriate the necessary funds. Appropriations shall be subject to the municipalities normal
budgetary process and the approvals contained therein.
Section 2: Apportioning Costs.
Each time municipal appropriations are needed, the Board of Directors
shall seek from member municipalities financial contributions in proportion to
each municipality’s voting strength on the Board of Directors in order to carry
out the affairs of the District. When
the costs in question are for the provision of a transportation service, the
costs shall be apportioned on the basis of the amount of service provided to
the municipality.
Article V - Board of Directors
Section 1: The affairs of the Transit District shall be managed by a
Board of Directors.
Section 2: Appointments.
Each member municipality shall appoint one or more Directors to the
Transit District in accordance with Section 7-273c of the Connecticut General
Statutes.
Section 3: Term of Duty. Appointments shall be for a period of
four (4) years or until a successor is appointed. [ Resolution on June 23, 1994
]
Section 4: Vacancies. If a
vacancy occurs on the Board of Directors the respective municipality shall fill
it for the unexpired portion of the term.
Section 5: Rules and Regulations.
The Directors shall in all cases act as a Board, regularly convened, and
they may adopt such rules and regulations for the conduct of their meetings and
the management of the Transit District as they deem proper. The rules and regulations shall be
consistent with these Bylaws and the Laws of the State of Connecticut.
Section 6: Powers and Duties.
The Board of Directors shall have all the powers and duties necessary or
appropriate for the plenary administration of the affairs of the Transit
District and may do all such acts and things as are permitted by law in order
to carry out the affairs of the District.
Section 7: Votes per Director.
Each Director shall be entitled to cast the number of votes which equals
the population he or she represents (rounded to the nearest one hundred)
divided by the smallest population represented by a Director (rounded to the
nearest hundred). The population
estimates shall be those from the most recent U.S. Census. The procedure for determining the voting
units cast by each Director is set forth in the Table titled “Distribution of
Directors and Voting Units in the Greater Waterbury Transit District” which is
hereby made an integral part of these bylaws.
Section 8: Majority Vote Rule.
A majority of votes cast by the Directors present and voting is
necessary for the adoption of any proposals, resolutions, or other matters to
come before the Directors (except as otherwise provided for in these Bylaws).
Article VI - Officers
Section 1: The Officers of the Transit District shall consist of a
Chairman, Vice-Chairman, Secretary, and Treasurer.
Section 2: Chairman. The
Chairman shall preside at all meetings except in his/her absence when the
Vice-Chairman shall preside. The
Chairman, when so authorized shall sign contracts in the name of the
District. During the absence of the
Treasurer the Chairman shall assume the powers and duties of the Treasurer.
Section 3: Vice-Chairman.
In the absence of the Chairman, the Vice-Chairman shall assume the
powers and duties of the Chairman.
Section 4: Secretary. The
Secretary shall keep or cause to be kept the minutes of the meeting of the
Board of Directors in appropriate books.
He or she shall cause to be given and served all notices of the Transit
District. The Secretary shall be the
custodian of all records and seals, and affix the seal of the Transit District
when authorized and required. In the
absence of the Chairman and Vice-Chairman the Secretary shall assume the duties
of the Chairman. He or she shall
perform such other duties as required of him or her by the Board of Directors.
Section 5: Treasurer. The
Treasurer shall have the care and custody and be responsible for the funds and
securities, if any, of the Transit District, subject to the direction of the
Board of Directors as to depositories.
He or she shall sign, make and endorse in the name of the Transit
District, all checks, drafts, warrants and orders for the payment of money, and
pay out and dispose of same and receipt therefore, under the direction of the
Chairman and the Board of Directors.
The Treasurer shall make a full and complete report at the Annual
Meeting and whenever requested by the Board of Directors.
Article VII - Election of Officers
Section 1: Election Date.
Officers shall be elected at the Annual Meeting.
Section 2: Nominations.
Nominations of the officers shall be made from the floor at the Annual
Meeting.
Section 3: Election. A candidate
receiving a majority of votes from those present and voting shall be declared
elected.
Section 4: Term of Office.
An officer shall serve for one year or until his or her successor takes
office. [ Amended on October 25, 2001 ]
Section 5: Vacancies.
Vacancies in offices shall be filled by a majority vote of the Directors
at the regular meeting immediately following the date of vacancy.
Section 6: Removal.
Officers of the District may be removed by a majority vote of the Board
of Directors.
Article VIII - Meetings
Section 1: Regular Meetings.
Regular meetings of the Board of Directors shall be held at least four
times a year or more often when there is business to conduct.
Section 2: Special Meetings.
The Chairman or any three Directors may call Special Meetings of the
Board. Notice of the time, place and
purpose of the meeting shall be provided to each Director at least twenty four
hours in advance.
Section 3: Annual Meeting.
The Annual Meeting shall be held on the fourth Thursday of June unless
otherwise specified by resolution. The
Budget Meeting shall be the annual meeting.
Section 4: Quorum. For the
conduct of business a Quorum of Directors must be present. Directors from at least one half of the
member municipalities or representing at least one-half of the votes
shall constitute a quorum. In cases
where the issue involves changes to the GWTD operation in the areas of: days
and hours of operation; service area; budget items and fares; or significant
reductions in the operation, one-half of the member municipalities and one-half
of the voting points must be present. [Amendment on January 18, 1996 ]
Section 5: Procedures.
Except as provided by the Bylaws, Roberts Rules of Order shall govern
the parliamentary procedures. In no
case shall a meeting agenda be changed except by a majority vote of the Board
of Directors.
Section 6: Attendance. If
a Director fails to attend three (3) consecutive duly called meetings or is
absent more than fifty (50) percent of said meetings within a six (6) month
period he or she may be removed from office.
If a vacancy arises, the Chairman shall notify the Chief Elected
Official to appoint a new Director.
Section 7: Meeting Notices.
Each Director shall be mailed a notice and agenda of each Regular
Meeting and Annual Meeting. The
correspondence shall be postmarked at least five days in advance of the
meeting.
Section 8: Travel
Expenses. A Director may be reimbursed
for cost associated with attending a Board of Directors meetings and board
approved transit related meetings. This
may include all related fees..
Article IX - Financing
Section 1: Requests for grants-in-aid from the State or Federal Government
shall be approved by the Board.
Approval of such requests shall include the authorization of the Transit
Director, Chairman and Secretary, as may be required, to sign such agreements
or contracts with the State and Federal Governments.
Section 2: Bonding. All
members of the Board or Staff receiving funds shall be bonded. The premiums of such bonds shall be paid by
the District.
Section 3: Errors and Omissions.
All members and staff of the Board shall be covered by the appropriate liability
insurance.
Section 4: Audit. Upon
completion of its fiscal year the District shall have an audit of its records
by a certified public accountant selected by the Board, in accordance with
Section 7-392 of the Connecticut General Statutes. Each member town shall receive a copy of the audit.
Section 5: Fiscal Year.
The fiscal year of the District shall be from July 1 to June 30.
Section 6: Budget.
Expenditures of funds of the Transit District shall be within the
approved budget. Expenditures shall be
made upon forms and by procedures approved by the Transit District Board.
Article X - Special Committees
The Transit District may establish, from
time-to-time, such special committees as may be needed. Such committees shall serve such terms and
perform such duties as the Transit District prescribes. Unless otherwise provided by the Transit
District, the Chairman shall appoint the chairman and members of a special
committee and the committee shall be subject to the same rules and procedures
applying to standing committees.
Article XI - Amending Bylaws
Section 1: These Bylaws may be amended by a two-thirds vote of the
Directors present and voting at a meeting, providing that notice of the
complete text of the proposed amendment shall have been mailed with the call of
the meeting to all members.
Article XII - General
Section 1: These Bylaws shall become effective immediately upon their
adoption.
Article XIII - Conflict of Interest
Section 1: Conflicts. A conflict
of interest exists in the following situations:
a. When the Director, officer, employee or
agent has an existing or potential financial, personal, or other interest which
impairs or creates a reasonable appearance of impairment of such person’s
independent judgement in fulfilling his/her responsibilities to the Transit
District; or
b. The Director, officer, employee or
agent is aware that his/her spouse, parent(s), children, sibling(s), or other
relative(s) residing in his/her household, has a financial, personal or other
interest, which interest impairs or creates a reasonable appearance of
impairment of such person’s independent judgement in fulfilling his/her
responsibilities to the Transit District.
Section 2: Selection / Administration of Contracts. No Director, employee, officer or agent
of the Greater Waterbury Transit District shall participate in the selection,
or in the award, or in the administration of a contract supported by Federal
funds if a conflict of interest, real or apparent would be involved. Such a conflict would arise when the
employee, officer or agent, any immediate member of his or her family, his or
her partner or an organization that employs, or is to employ any of the above
has a financial or other interest in the firm selected for award.
Section 3: Gifts and Favors. No Director, employee, officer or agent
shall directly or indirectly request, exact, receive or agree to receive a
gift, loan, favor, promise or thing of value for himself or herself or another
person if it tends to influence the discharge of his or her duties or he or she
has been or is now, or in the near future may be involved in any official act
or action directly affecting the donor or lender.
Section 4: Confidential Information. No Director, employee, officer or agent shall disclose or
otherwise use confidential information acquired by virtue of his or her
position or employment with the District for his or her gain or another
person’s private gain.
Section 5: Abstention. A
Director shall abstain from voting on any matter in which he/she has a conflict
of interest.
Section 6: Minutes. Any
Director, employee, officer or agent who has a conflict of interest should
disclose such conflict and such disclosure shall appear in the minutes of the
meeting at which it was disclosed.
Section 7: Uncertainty. In
the case of doubt, the conflict or apparent conflict shall be revealed to the
Board of Directors who shall decide whether a conflict exists. When the conflict of interest, real or apparent
affects a member of the Board of Directors that Director shall refrain from
voting on such matter.
Section 8: Violations. Violations
of the above standards by Directors, officers, employees or their agents or by
its contractors or potential contractors or their agents, are subject to
criminal procedures pursuant to Title 53a, a Penal Code, Connecticut General
Statutes, Revision of 1958, as amended.
[ Adopted: December 16,
1986 ]
Article XIV - Complaint Procedure
Section 1: Purpose and Board Composition. In accordance with UMTA Guidance on Private
Sector Participation (UMTA C 7005.1, 12-5-86), and Article X of the Bylaws of
the Greater Waterbury Transit District (GWTD), the following outlines the
complaint resolution process adhered to by the Greater Waterbury Transit
District.
A review board appointed by the Greater
Waterbury Transit District is proposed to provide all transit providers an
opportunity to object to decisions made by the GWTD and providers regarding
transit services. The GWTD Complaint
Resolution Board will be made up of the following members: one (1) COGCNV staff
member; one (1) GWTD Board member; and one (1) member of the participating
towns of GWTD, who chairs the Complaint Resolution Board and would serve as the
tie-breaker.
The Complaint Resolution Board is appointed
on a case-by-case basis to avoid conflicts of interest. Disputes and complaints that arise between
providers, or between a provider and the GWTD, should first be addressed
through discussion of the issue with the GWTD Board and, hopefully, action
taken by the GWTD to avoid a formal complaint resolution process. [ Amended on
March 22, 2001]
Section 2: Process. The
process for provider objections to decisions and proposals made by the GWTD or
providers is described below. The first
three steps offer an opportunity to resolve conflict between providers within
the GWTD Board. Steps 4 and 5
constitute a formal dispute resolution process under the umbrella of the
Complaint Resolution Board.
a. Complainant requests review of the problem by
the GWTD Board and by the respondent through filing of a written complaint with
the GWTD Chairman and the respondent.
The written complaint clearly identifies major areas of concern. Copies are sent to GWTD Board.
b. Respondent meets with complainant
within 7 days of receiving written complaint to discuss problem and issues a written
response to complainant within 21 days of receiving complaint (a copy is sent
to GWTD Board).
c. Concurrent with the Step 2 complainant
brings the issue to the GWTD Board for discussion. If necessary, the Board makes a recommendation for GWTD action
and subsequent respondent implementation.
GWTD action, if needed, should be taken within 35 days of original
complaint.
d. If the complainant is still not
satisfied with the resolution, the complainant sends a Request for Dispute
Resolution to GWTD Board within 42 days of originally filing the written
complaint -- with a copy to the respondent, and Complaint Resolution Board
chair -- documenting: the original written complaint, a summary of
meetings/discussions with the respondent, and GWTD Board; and, the basis for
dissatisfaction with the resolution.
e. The Complaint Resolution Board meets
with complainant and respondent within 56 days after initial written complaint
is filed to hear the issue and, renders final recommendations, and forwards the
recommendations to the GWTD Board. The
findings and conclusions made by the Complaint Resolutions Board will be
forwarded to the GWTD for action within 14 days after the recommendation is
rendered. The affected provider would
be notified of the recommendation.
This completes the local process.
f. Once a complainant has exhausted
his/her local dispute resolution process and the conclusion is not to the
complainant’s satisfaction, he/she should send his/her complaint to:
Connecticut
Department of Transportation
Michael
Sanders
Transit
Administrator
P.O.
Box 317546
Newington
CT 06131-7546
[ Adopted: January 26, 1989 ]
Article XV - Transit Director
Section 1: Appointment.
The Greater Waterbury Transit District shall, by an affirmative vote of
a simple majority of the membership of the GWTD and a majority of the member
municipalities, appoint an Transit Director for an indefinite term.
Section 2: Qualifications.
The Transit Director should have the following qualifications:
a. Be a citizen of the United States;
b. Have a baccalaureate degree from an
accredited college or university, preferable in the field of planning,
business, public administration or the physical or social sciences;
c. Have demonstrated ability as an
administrator and have had experience as an administrative officer of a major
public or quasi-public organization; and,
d. Have demonstrated public speaking and
writing skills.
Section 3: Removal. The
GWTD may remove the Executive Director from office by an affirmative vote of a
simple majority of the total membership of the GWTD and a majority of the
member municipalities.
Section 4: Powers and Duties.
The Transit Director shall be the chief administrative officer of the
GWTD and shall be responsible to the GWTD for the administration of GWTD
affairs and for implementing policy directives of the GWTD. The Transit Director shall have the
following powers and duties:
a. The Transit Director shall report to
the GWTD on all matters affecting the organization, as directed by the GWTD;
b. The Transit Director shall be
responsible for the supervision of the staff and the coordination of the work
of consultants and sub-contractors;
c. The Transit Director shall prepare a
proposed annual work program together with a proposed annual budget for
submission to and adoption by the GWTD; and, upon adoption, shall execute the
work program and budget;
d. The Transit Director shall prepare the
agenda for and attend all GWTD meetings with the right to take part in the
discussion, but without right to vote;
e. The Transit Director shall ensure that
all provisions of laws affecting the GWTD are enforced and executed as intended;
f.
The Transit
Director shall perform such other duties as required or directed by the GWTD.
[ Adopted: February 6,
1990 ]
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