BYLAWS OF THE SOUTHEASTERN WISCONSIN REGIONAL TRANSIT AUTHORITY

Adopted – May 15, 2006

PREAMBLE

These Bylaws, consistent with the Statutes of the State of Wisconsin, define and regulate the activities of the Transit Authority for Kenosha, Milwaukee, and Racine Counties and officers established by, and responsible to the Authority, and have been adopted by the Board of the Authority for that purpose. Where the word “Authority” appears hereinafter, it shall be construed to mean the “Southeastern Wisconsin Regional Transit Authority.” These Bylaws are intended to govern the activities of the Authority during the period in which the Authority is responding to its statutory charge. That charge requires the Authority to submit a report to the Governor and the State Legislature no later than November 15, 2008. Unless the State Legislature and Governor act earlier to terminate its existence or extend its life, the Authority will cease to exist after September 30, 2009.

ARTICLE I – NAME AND LOCATION OF AUTHORITY

Section 1 – NAME -- The Transit Authority for Kenosha, Milwaukee, and Racine Counties established under State Law shall be named the “Southeastern Wisconsin Regional Transit Authority.”

Section 2 – OFFICES -- The offices of the Authority shall be at the offices of the Southeastern Wisconsin Regional Planning Commission (SEWRPC), which has been designated in the Authority’s enabling legislation to act as the administrative agent for the Authority. The SEWRPC offices are located at W239 N1812 Rockwood Drive, P. O. Box 1607, Waukesha, Wisconsin 53187-1607.

ARTICLE II – MEETINGS

Section 1 – REGULAR MEETINGS – The Authority shall regularly meet on the third Monday of each calendar month, unless such meeting date shall coincide with a holiday formally recognized by the State of Wisconsin. In the event that a holiday is observed on a third Monday of a month, the Chair of the Authority shall select an alternate meeting day.

Section 2 – SPECIAL MEETINGS – Special meetings may be called at any time by the Chair of the Authority. Special meetings shall also be called by the Chair upon written request of four or more Board members.

Section 3 – MEETING LOCATIONS – The regular meetings of the Authority shall be rotated among the Counties of Milwaukee, Racine, and Kenosha, with all meetings to be held in facilities open to the public.

Section 4 – NOTICES OF MEETINGS – The Secretary of the Authority shall mail to each member of the Board, either via electronic mail or the U.S. Postal Service, a meeting notice not less than four (4) days before the holding of any regular Authority meetings and one (1) day for special or emergency meetings; and such notice shall state a time and place of such meeting and the business to be undertaken. The notice shall also be posted on a website maintained by the SEWRPC as part of its agency relationship with the Authority.

Section 5 – QUORUM – As required by the State enabling legislation, six of the seven members of the Authority are required to make up a quorum at any meeting. Given this statutory requirement, two members of the Authority shall constitute a negative quorum as defined under the Wisconsin Open Meetings Law. Accordingly, if two or more members of the Authority desire to discuss Authority business outside of the regular or special meetings of the Authority, such members shall request that the Secretary of the Authority appropriately post a notice of such a meeting. All meetings of the Authority shall be conducted in accordance with the requirements of the Wisconsin Open Meetings Law.

Section 6 – MEETING PAYMENTS – Each member of the Authority’s Board attending any meeting of the Board shall be entitled to receive a payment of $0 for attending such meeting. In addition, each member of the Authority’s Board shall be entitled to payment of travel costs as determined by the Board on a case-by-case basis.

Section 7 – SUBCOMMITTEES – The Board may create subcommittees of the Board to facilitate completion of its work.

ARTICLE III – OFFICERS

Section 1 – NUMBER AND TERM – The officers of the Authority shall be comprised of a Chair, Vice-Chair, Secretary, and Treasurer. The officers shall be selected by action of the Board of the Authority at a regular meeting and shall serve an indefinite term until such time as the Governor and State Legislature determine whether or not the Authority is to become permanent in nature. The election of each officer shall require the affirmative vote of six of the seven members of the Authority. Should any office become vacant for any cause, the Authority Board shall select a successor at the next regularly scheduled meeting or at a special meeting called for that purpose.

Section 2 – CHAIR – The Chair of the Authority shall preside at all meetings of the Authority Board. The Chair shall work with the Authority staff to present to the Authority all matters requiring attention. Subject to any contrary requirements in these Bylaws, the Chair shall be guided by Roberts Rules of Order in the conduct of meetings.

Section 3 – VICE-CHAIR – The Vice-Chair shall preside at all meetings of the Authority Board in the absence of the Chair or in the event that the Chair is incapacitated or unable to serve.

Section 4 – SECRETARY/DEPUTY SECRETARY -- The Secretary of the Authority shall keep and distribute minutes of all meetings of the Authority Board, shall countersign all documents required to be executed, and shall keep and preserve all resolutions, transactions, findings, and determinations of the Authority Board. In the absence of the Secretary or as requested by the Secretary, the Deputy Secretary, who shall be the SEWRPC Executive Director, shall perform the duties of the Secretary.

Section 5 – TREASURER/DEPUTY TREASURER -- The Treasurer of the Authority shall keep all the funds of the Authority and shall place them in a depository authorized by the Authority, and shall keep an accurate record of all receipts and disbursements. In the absence of the Treasurer or as requested by the Treasurer, the Deputy Treasurer, who shall be the SEWRPC Business Manager, shall perform the duties of the Treasurer. The Treasurer shall report all receipts and disbursements at least once each calendar quarter to the Authority Board.

ARTICLE IV – STAFFING AND PERSONNEL

Section 1 – STAFF ARRANGEMENTS -- The staff of the Southeastern Wisconsin Regional Planning Commission, and in particular, the Commission’s Executive Director, Deputy Director, and Business Manager, shall serve as staff to the Authority.

Section 2 – CONSULTANTS AND ADVISORS -- Subject to approval of the Authority Board, the SEWRPC staff may retain consultants and other advisors as may be necessary to help meet the statutory charge given to the Board.

ARTICLE V – FINANCIAL ARRANGEMENTS

Section 1 – REVENUE SOURCE -- All of the revenue required to support the operations of the Authority shall come from the $2.00 vehicle rental fee authorized under the enabling legislation of the Authority. The Deputy Treasurer shall be responsible for making all necessary arrangements for the transfer of that revenue from the Wisconsin Department of Revenue to a depository bank selected by the Authority Board. The Board may borrow against anticipated funds if deemed necessary by the Board to complete its work.

Section 2 – CHECKS, DRAFTS, AND VOUCHERS – The Treasurer of the Authority is authorized and directed to issue such checks, drafts, and vouchers as may be necessary for the payment of bills and expenses incurred for and on behalf of the Authority in meeting its statutory charge. All disbursements of the Authority shall be by check drawn on the Authority’s depository bank and co-signed by the Chair and Treasurer. All disbursements made on behalf of the Authority shall be reported to the Authority Board at least once each calendar quarter.

Section 3 – INVESTMENT OF FUNDS -- The Deputy Treasurer shall maintain on behalf of the Authority, an account in the Local Government Investment Pool maintained by the State Treasurer of Wisconsin and shall place in that Investment Pool all funds not required for the immediate use of the Authority.

Section 4 – FISCAL YEAR -- The fiscal year of the Authority shall be the calendar year.

Section 5 – REPORTS AND AUDITS -- No less than once each calendar quarter, the Treasurer shall present a fiscal report to the Authority Board for its review and approval. The Authority’s accounts shall be kept in a manner consistent with generally accepted accounting principles. The Deputy Treasurer shall be responsible for securing an annual audit of the Authority’s accounts after conferring with the Treasurer as to the selection of an auditor.

ARTICLE VI – RECORDS AND MATERIALS

Section 1 – RETENTION OF RECORDS -- The SEWRPC shall keep the records of the Authority for the duration of the period of existence of the Authority as it completes its statutory charge. Should the Governor and State Legislature ultimately determine to make permanent the Authority, the Regional Planning Commission shall transfer the records of the Authority to a custodian designated by the Authority at that time. Should the Governor and Legislature ultimately determine not to make permanent the Authority, the records of the Authority shall remain in the custody of the Regional Planning Commission on an indefinite basis.

ARTICLE VII – AMENDMENTS

Section 1 -- These Bylaws may be amended by the Authority Board at any regular meeting of the Authority or at any special meeting called by the Chair of the Authority for such purpose. Amendment of bylaws will require two meetings, one for introduction of amendments, and the second for Board action on such amendments.

ARTICLE VIII – COMPLIANCE WITH WISCONSIN LAW

Section 1 – INCONSISTENCIES -- In the event that these Bylaws, or any provision herein contained, should in any manner be contrary to the provisions of the Wisconsin Law, the provisions of the Wisconsin Law shall prevail.