RCU Bylaws – Recycling Coalition of Utah

Bylaws of the Recycling Coalition of Utah

Updated and Revised as of January 2021

Mission Statement

As members of the Recycling Coalition of Utah (RCU), we share a common goal in increasing and improving solid waste reduction, reuse, and recycling throughout Utah through education, advocacy, outreach and developing the legislative and market framework to make recycling an economic and environmentally sound success for all recyclers in our state. We are a primary resource for recycling in Utah.

Article I

Membership

1.1 Qualifications of Membership

Associate member- Groups or individuals who complete a membership application and provide the appropriate dues shall receive associate membership. This membership category is for those who are interested in attending meeting and receiving organization newsletters, but are not interested in being a voting member. Dues for associate members are set by the Board of Directors of RCU.
Individual member- Individual persons not representing a public or private entity who complete a membership application and provide the appropriate annual dues shall be a voting member of RCU and shall have their name and address recorded as such. Individual members are eligible for the board of directors and individual membership shall be valid on an annual basis. Dues for individual members are set by the Board of Directors of RCU.
Business/Government member- Individuals who either work for or represent government entities who complete a membership application and provide the appropriate annual dues shall be a voting member of RCU and shall have their name and address recorded as such. Each government entity which is a government member shall select a representative (and/or an alternate) to place their vote. Government members shall be eligible for the board officers and government membership shall be valid on an annual basis. Dues for business/government members are set by the Board of Directors of RCU.
Non-profit members- Individuals who either work for or represent non-profit organizations who complete a membership application and provide the appropriate dues shall be a voting member of RCU and shall have their name and address recorded as such. Each non-profit organization which is a non-profit member shall select a representative (and/or an alternate) to place their vote. Non-profit members shall be eligible for the board of directors and non-profit membership shall be valid on an annual basis. Dues for non-profit members shall be at the Small Business/ Small Government rate which is set by the Board of Directors of RCU.

Article II

Meeting of Members

2.1 Annual Meeting – RCU shall hold an annual meeting of members. This meeting may be held at the same place, date, and time as the Recycling Coalition of Utah’s annual conference unless otherwise prescribed by the board of directors.

2.2 Special Meetings- Special meetings may be called by the President or by the board of directors or upon written request of members entitled to cast 20 percent of the total votes.

2.3 Notice- Notice of all meetings of voting members shall be through the newsletter either by print or electronically or by separate notice to every member, postage paid or electronically, at the address as shown in the records of the organization. Such notice shall be so mailed no less than ten days nor more than 30 days prior to the date of said meeting. The notice of the meeting shall specify the place, date and time of the meeting and in case of a special meeting, the purpose of the meeting.

2.4 Quorum- A quorum for any meeting of the voting members shall be members entitled to cast 20 percent of total votes, except for matters set forth below.

2.5 Special Quorum Requirements- The presence at any meeting, in person or by proxy of those members entitled to cast 35 percent of total votes shall constitute a quorum for voting on the following matters: amendments to the articles of the organization, merger and consolidation, voluntary dissolution, sale, lease, or other disposition, but not mortgage, or all or substantially all of the property and assets of the organization.

2.6 Proxy- Any member may vote in person or by proxy. Each proxy shall be revocable and shall automatically terminate upon termination of membership.

2.7 Objections- Any procedural or other objection to actions taken at membership meetings must be made in writing to the President within 30 days of the membership meeting.

Article III

Voting Policy

3.1 Nominations-

Notice – Written notice of the election date and eligibility requirements shall be through the newsletter either in print or electronically or by separate notice to every member at least one month prior to the election date. The location and time of the election will be mailed to every member, postage paid or electronically, at least one month prior to the election.
Nomination Committee – At the board’s discretion, a nomination committee may be appointed to solicit and secure a slate of qualified nominees. Eligible members may also submit their name for nomination.
Floor Nominations – At the beginning of the annual meeting, the current chairperson or member chosen by the chair will accept nominations from the floor for the vacant board seats. This will be done by announcing the vacancy, naming the current nominees and calling for further nominations. No individual can serve in more than one position. If nominated for more than one vacancy, a member must choose which nomination to accept.

3.2 Nominee Information

Information –Nominees may submit materials to the newsletter editor so that they may be published in the newsletter issue immediately prior to the election date. Nominees may be asked to state their qualifications, experience, affiliation, and interest in serving on the board.

3.3 Voting Requirements

Dues – Anyone wishing to vote must be a current member, having paid their annual dues.
Official Ballots – The Secretary/Treasurer and/or RCU’s Executive Director shall be responsible for insuring that only paid members receive ballot cards.
Organizations- Each organization (government, non-profit, or business) member gets two votes and shall select a representative or an alternative to place these votes. Each individual member gets one vote.

3.4 Voting Systems

Brief Statement by Nominees – After all nominations have been accepted at the annual meeting, each nominee shall have an opportunity to make a brief statement, and members shall opportunity to ask them brief questions. The chair may set time limits for this session.
Ballot Procedures – Ballots will be sent to all members following the annual meeting either in print or electronically. Votes may be cast either in print or electronically shall be returned by the date so specified on the ballot in order to be counted.

Article IV

Board of Directors

4.1 Number – The affairs of RCU shall be managed by a non-paid board of directors.

4.2 Qualifications of Board Members- Any voting member of RCU is eligible to be a board member.

4.3 Board Composition- To ensure even representation and a wide range of ideas, members of the board shall be comprised of the following:

Current as of Nov. 19, 2020 – term ending in odd/even years

– 3 local government officials
* 1 (over 50,000 in population)	Odd
* 1 (from 10,000 to 50,000 in population)	Even
* 1 (under 10,000 in population)	Odd
– 1 state government official	Even
– 1 private business representative	Even
– 1 environmental group representative	Even
– 1 educational institution representative	Odd
– 1 solid waste representative – 1 curbside processor/ mrf representative – 1 multifamily housing representative – 1 at-large representative – 1 at-large representative	Even Even Odd Even Odd
– 1 at-large representative	Even
– 1 at-large representative	Odd
– 1 at-large representative	Odd
– 1 scrap metal industry representative	Odd
– 1 RCU Secretary/ Treasurer	Even
– 1 RCU Vice President – 1 RCU Board President – 1 past president (non-elected)

If there are no available representatives of any of the groups listed above, an at-large candidate may be elected to fill the vacant position on the board.

4.4 Selection of Board Members- The board members shall be elected from the voting membership of the organization. A majority vote is required.

4.5 Term of Office – Updated: 2018 – RCU Board Members shall be elected at the annual meeting on or near November 15^th. Terms shall begin the following year after the election, beginning January 1st.

4.6 Vacancies- In the event of death or resignation of a board member, the successor shall be elected by a majority vote of the remaining board members. Any seat to be filled by reason of an increase in the number of seats shall be filled by election at the annual meeting of the members of the organization.

4.7 Removal- Any officer may be removed from the board with cause by majority vote of the other members of the board. Following this action, the member appointed to fill the vacancy shall serve for the remainder of the term of the member that is replaced.

4.8 Committee Chairs- Members of the board of directors may comprise the following committees: Updated 2020

4.8.1 Events: The Events Marketing and Promotions Chairperson shall organize a committee of members to promote RCU as the recycling resource in Utah and promote membership, and report it’s progress to board.

4.8.2 Public Sector: The Public Sector Committee Chairperson shall organize a committee of members to develop relationships that will build partnerships, identify obstacles of recycling and develop strategies to address them, and establish RCU as the leader for recycling information and contacts in the State of Utah, and report it’s progress to board.

4.8.3 Private Sector Committee: The Private Sector Committee Chairperson shall chair a committee of members to educate and work with private entities concerning recycling in Utah and report it’s progress to board.

4.8.4 Executive Committee: the Executive Committee consists of the RCU Board President, Past President, Vice President, Secretary/Treasurer/ and Executive Director. This committee shall meet as necessary to discuss needs and direction for RCU and report it’s progress to board.

Chairpersons of each committee shall report to the general membership and the board of directors on committee activities at regularly scheduled Board meetings.

Article V

Meetings of the Board of Directors

5.1 Regular Meeting- The Board of Directors shall meet on a regular basis as agreed upon by the Board of Directors. Such meetings shall be held at least quarterly. RCU members are welcome to attend board meetings. The Board of Directors shall have the ability to meet in private when contract, board positions or other matters of confidence are discussed.

5.2 Special Meetings- Special meetings may be called by the President and shall be called by him or her at the request of at least four board members. Such special meetings may be held at such time and place as the President shall determine, and any business may be transacted at such meetings.

5.3 Notice of Meeting- Except as otherwise herein specifically provided, notice to board members of regular and special meetings shall be given at least 5 days prior to the date of such meeting either personally, by mail, e-mail, telephone or facsimile.

5.4 Quorum- A majority of the board members shall constitute a quorum, but no action of the board members shall be valid unless it is approved by a simple majority of those in attendance.

5.5 Action Without a Meeting- Board members may take any action, in the absence of a meeting, which they could take at a meeting, by obtaining the verbal approval by telephone of all the officers then in office of such an action. Any action so taken shall have the same effect as if taken at a regular meeting of the board.

5.6 Board Attendance Requirements – Updated 2018, 10 meetings per year, 2 conferences. (12 obligations) need to attend 8 of those. Not counting recycling round-ups. Board members are also required to participate on a committee and attend committee meetings in-between board meetings.

Article VI

Powers and Duties of the Board of Directors

6.1 General Powers of the Board of Directors

Rule making – To adopt and publish rules and regulations defining the objections and direction of the organization.
Authority – Exercise for the organization of all power, duties, and authorities vested in or delegated to the organization.
Employment – To employ a manager or other employees and officials, prescribe their duties, and fix their compensation.

6.2 Responsibilities of the Board of Directors –

To move the organization closer to achieving its objectives, to operate according to the RCU Mission Statement, to be a resource to its membership, to keep the web page and other media channels current, to communicate RCU happenings to its membership.
It shall be the duty of the board of directors to ensure that a record of all business and proceedings of its meetings be kept, and that they will be available for review at the annual meeting of all members. This report shall be prepared by the Secretary/Treasurer or designee. Copies shall be available for inspection upon request.

6.3 Board Member Attendance

Board meets 10 times each year via physical meeting or conference calls and holds 1-2 conferences. Active participation is required for all board members. Board Members must participate at a minimum 8 of the 12 mandatory meetings each year to keep their seat. Board Members must be a paying member of RCU to serve on the board. Conference calls are an acceptable form of attendance.

Article VII

Officers

7.1 Officers- The officers of this organization shall be Past President, President, Vice-President, and Secretary/Treasurer and will act as executive committee with the Executive Director. Updated 2020.

7.2 Election of Officers- Officers of the board of directors will be elected by the board itself.

7.3 President- The President shall preside at all meetings of the members of the organization and the board of directors. However, he or she will vote only in the event of a tie. He or she shall sign for the organization such contracts and other documents as he or she may be authorized by the board to sign and shall perform all acts and duties usually performed by a chairperson or as prescribed by the board. His or her term as a board member will not expire as long as he or she serves as President of RCU.

7.4 Vice-President- The Vice-President shall preside in the absence of the President. The Vice-President shall fill any unexpired term of the President. In the interest of leadership continuity, the Vice-President shall assume the role of the President after the current President completes his or her term of office upon approval of the board of directors. His or her term as a board member will not expire as long as he or she serves as Vice-President of RCU.

7.5 Secretary/Treasurer- The Secretary/Treasurer shall keep, or cause to be kept, a complete record of all meetings of the organization and the board of directors; serve notice of the meetings of the board of directors and of the members or otherwise delegate this function to another. He or she shall also keep, or cause to be kept, appropriate records showing members and their addresses and the status of dues payments. Also, he or she shall keep, or cause to be kept, such records, make such reports and perform such other duties as may be required by the board. His or her term as a board member will not expire as long as he or she serves as Secretary of RCU.

7.6 Delegation and Change- In the event of absence or disability of any officer, the board may delegate, during such absence or disability, the power and/or duties of such officers to any other officer.

7.7 Elimination of Liability of Board of Directors- No board member of the corporation shall be personally liable to the corporation or its members for monetary damages for conduct as board member, except that this position shall not eliminate or limit the liability of a board member for (a) any breach of the board member’s duty of loyalty to the corporation or its members; (b) acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) any distribution to members which is unlawful under the Utah Revised Business Corporation Act or successor statute;

(d) any transaction from which the board member derived an improper personal benefit. No amendment to or repeal of this article shall apply to or have any effect on the liability of any board member of the corporation for/or with respect to any acts of omissions prior to such amendment or repeal.

Article VIII

Miscellaneous

8.1 Inspection- The books, records, and papers of the organization shall at all times during reasonable office hours, be subject to inspection by any voting member or officer of the organization at the office of the organization.

8.2 Audit- As requested or determined necessary by the Board of Directors, there shall be an audit of the organization’s fiscal year financial statements. Such audit may consist of a financial review committee of at least two members appointed by the President or by an accounting firm and/or accounting professional to review the organization’s financial records and issue an opinion as to whether the financial statements fairly represent the financial condition of the organization. The current Secretary/Treasurer shall not serve on the financial review committee, but shall be available for consultation. A special audit may be made at any time, upon order of the board of directors or upon a majority vote of the voting members at any regular or special meeting.

8.3 Execution of Organization Documents- When the execution of any instruments has been authorized by the board without specifying the executing officer, such instrument may be executed by the President, Vice-President, or the Secretary/Treasurer. However, the board of directors may authorize any one of such board members to sign any such instrument for, and on behalf of, the organization, and may designate officials or employees of the organization other than those named above to sign such instruments.

8.4 Organization Reduction Practices- The organization shall seek to be an example of good reduction, reuse, and recycling practices in all of its operations and programs.

8.5 Tax-Exempt Status- The organization shall abide by common practice consistent with typical IRS 501 © 3 tax exempt status as a non-profit organization.

Article IX

RCU Committees

9.1 Establishment of Committees of RCU- In an effort to expand the influence of recycling and waste reduction throughout Utah, RCU shall recognize committees of RCU throughout the State of Utah. Those who wish to organize a committee shall apply for such status to the current RCU Board of Directors. Upon review of the committee, a majority of the RCU Board shall approve or disapprove the Chapter application.

Membership dues in Chapters shall not be less than the current fee schedule for RCU membership including established categories and their corresponding fees. Any details associated with RCU chapter membership shall be considered and managed by the RCU Board of Directors.

RCU has established the following for committees:

no more membership minimum for the chapter
no separate checking accounts or need for financial work. This would all be done through RCU.
no board representations, however committee members could still run for board seats
committees will still be able to request budget money or funding from RCU for projects or events
committees are encouraged to continue with a local board of RCU members who are interested in building recycling and educating Utahns in that particular area
committee will have access to the resources of RCU

Note – Section 9 updated 2010

Article X

Amendments

10.1 Amendments to Bylaws- The bylaws may be altered, amended or appealed, by new bylaws, and may be adopted by a majority of the voting membership present at any regular meeting or at any special meeting, if at least ten days written notice is given of intent to so alter, amend, repeal or adopt new bylaws at such meeting.

Article XI

Indemnification

11.1 Indemnification of the Organization- The corporation shall indemnify to the fullest extent permitted by the Utah Revised Business Corporation Act any person who has been made, or is threatened to be made, a part to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, otherwise (including an action, suit, or proceeding by or in the right of the corporation), by reason of the fact that the person is or was director of officer of the corporation, or a fiduciary with respect to an employee benefit plan of the corporation, or services or served at the request of the corporation as director, or as fiduciary of an employee benefit plan, or other corporation, partnership, joint venture, trust or other enterprise.

Addendum

The following addendum sets forth the strategies and direction of RCU:

The Recycling Coalition of Utah (RCU) is a coalition of municipalities, businesses, institutions and individuals committed to improving recycling in Utah. As the State of Utah’s official resource on recycling, RCU will provide value to existing and new members committed to increasing and improving recycling, conservation and solid waste reduction in Utah by:

Promoting awareness of recycling, waste reduction and conservation through special events and advertising campaigns.
Increasing the implementation of Recycling Market Development Zones (RMDZ) in Utah municipalities.
Fostering a network of people committed to sharing ideas and information about recycling.
Supporting legislation that promotes effective recycling.
Promoting the purchase and use of recycled products and assisting in developing new markets for recyclable products.
Supporting national recycling efforts through membership in the National Recycling Coalition and other national recycling organizations.
Providing technical information about recycling, conservation, composting and reuse.
Expanding the membership base of RCU.

Striving to be an example of good management practices in reduction, reuse, and recycling in all operations and programs. RCU staff, board, and members will seek out businesses aligned with RCU’s goals as an organization.