BYLAWS OF THE PEARL RIVER BASIN DEVELOPMENT DISTRICT, AN

BYLAWS OF THE PEARL RIVER BASIN DEVELOPMENT DISTRICT, AN AGENCY OF THE STATE OF MISSISSIPPI AND A BODY POLITIC AND CORPORATE, CREATED UNDER HOUSE BILL NO. 507, LAWS OF MISSISSIPPI, REGULAR SESSION 1964, AS AMENDED. ARTICLE I. Section 1. NAME. The name of this body politic and corporate shall be The Pearl River Basin Development District. Section 2. OFFICE. The principal office of the District shall be located at such place as the Board of Directors from time to time determine. ARTICLE II. Section 1. POWERS OF THE DISTRICT. The powers of the District shall be as set forth in Title 51, Chapter 11, Mississippi Code of 1972, as now or hereafter amended. Section 2. POWERS VESTED IN BOARD OF DIRECTORS. All powers conferred by Title 51, Chapter 11, Mississippi Code of 1972, as now amended, are vested in the Board of Directors of the Pearl River Basin Development District and shall be exercised by authority of said Board of Directors. ARTICLE III. Section 1. BOARD OF DIRECTORS. The Board of Directors of the District shall be selected and composed as set forth in Title 51, Chapter 11, Mississippi Code of 1972, as amended. Section 2. OATH OF OFFICE. Each director shall take and subscribe to the general oath of office required by Section 268 of the Constitution of the State of Mississippi, before a chancery clerk, that he will faithfully discharge the duties of the office, which oath shall be filed with the said clerk and by him preserved. Upon taking the oath, each Director should request the clerk to mail a copy of the oath to the District office. Section 3. PER DIEM AND EXPENSES. Each director shall receive a per diem as authorized by applicable state law for attending each day's meeting of the Board and for each day spent attending to the necessary business of the District, and, in addition, he shall receive reimbursement for actual expenses, including travel expenses, not to exceed the amount authorized by law. Section 4. BONDS OF DIRECTORS. Each director shall give bond in the sum of Ten Thousand and No/100 Dollars ($10,000.00), with sureties qualified to do business in this state, payable to the State of Mississippi and conditioned that the director will faithfully perform all duties of his office and account for all money or other assets which shall come into his custody as director of the District. The Treasurer and Assistant Treasurer of the District, in lieu of the aforesaid bond, shall give bond in the sum of Fifty Thousand and No/100 Dollars ($50,000.00), with sureties qualified to do business in this state, payable to the State of Mississippi and conditioned that the Treasurer and Assistant Treasurer will faithfully perform all duties of the office of the Treasurer and account for all money or other assets which shall come into the custody of the office of Treasurer of the District. The premiums on the aforesaid bonds shall be an expense of and shall be paid by the District. ARTICLE IV. Section 1. OFFICERS. The Board of Directors shall annually elect from its number a President, a Vice-President, a Secretary and a Treasurer of the District, and such other officers as, in the judgment of the Board, are necessary. The Board may combine the offices of Secretary and Treasurer. The presiding officer of the Board may appoint one or more Assistant Secretaries and Assistant Treasurers, as deemed necessary. Section 2. ELECTION OF OFFICERS. (a) Prior to the date for election of officers, members of the Board will be circulated nomination ballots. Prior to the Board meeting at which election of officers shall be held, these ballots shall be tabulated by the Secretary to the Board, the Assistant Secretary and the Comptroller in the presence of the Auditor and Legal Counsel. The names of the two Directors receiving the highest point totals for nominations will be placed on the blackboard in alphabetical order. (In case of a tie, three names will be listed). In the event one or both of the nominees declines to run for an office, the Director or Directors with the next highest point total will be designated a nominee or nominees. Additional nominations may be made from the floor. (b) Each Director should write the name of one nominee on the line provided on the ballot for the particular office and sign the ballot. Ballots that are not signed will not be counted. If there are more than two nominees, a runoff between the two top nominees will be necessary unless one nominee receives a majority on the first ballot. The ballots will be counted by the Secretary to the Board, the Assistant Secretary and the Comptroller in the presence of the Auditor and Legal Counsel. (c) The winner for each office will be announced by the presiding officer. The votes of each Director will be recorded in the Minutes of the meeting, in accordance with the Open Meetings Law. Section 3. PRESIDENT. The President shall be the chief executive officer of the District and the presiding officer of the Board of Directors and shall have the same right to vote as any other director. Subject to the control of the Board of Directors, the President shall supervise and direct the business and affairs of the District. He may, with the Secretary, sign for and on behalf of the District any deeds, mortgages, bonds, contracts, or other instruments which the Board has authority to execute, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these bylaws, to some other officer or agent of the District or shall be required by law to be otherwise signed or executed; the President in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 4. VICE-PRESIDENT. The Vice-President shall perform all duties and exercise all powers conferred by law or by these bylaws upon the President, when the president is absent or fails or declines to act, except that the Vice-President may not cast the vote of the President as a member of the Board of Directors. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 5. SECRETARY. The Secretary or the Assistant Secretary, shall: (a) keep the minutes of the District and the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the District's records and of the seal of the District and see that the seal is affixed to all documents, the execution of which on behalf of the District under its seal is duly authorized; and (d) in general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors. The Assistant Secretary shall be authorized to perform those duties assigned to the Secretary. Section 6. TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the District and shall receive and give receipts for monies due and payable to the District from any source whatsoever, and shall deposit all such moneys in the name of the District in such bank or banks or other depositories as shall be selected by the Board of Directors. The Treasurer shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors. The Assistant Treasurer shall be authorized to perform all those duties assigned to the Treasurer. ARTICLE V. Section 1. REGULAR MEETINGS. A regular meeting of the Board of Directors of the District shall be held in Jackson, Mississippi, at 1:00 o'clock P.M. on the fourth Thursday in the months of January, April, July and October. The President, or in his absence the Vice-President, shall have the power to redesignate the time and location of a regular meeting at a preceding regular meeting or for cause on two (2) weeks’ notice. An election of officers for the ensuing year shall be held at the regular meeting in October of each year, and the officers thus elected shall thereupon take office and be installed. Section 2. ADDITIONAL REGULAR MEETINGS. Additional regular meetings of the Board of Directors of the District may be called by the President, or in his absence by the Vice President, or by a majority of the members of the Board of Directors, at any time upon notice given not less than five (5) nor more than thirty (30) days prior thereto by written notice mailed to each director at the address most recently furnished by him to the District. If mailed, notice shall be deemed to be delivered when deposited in the United States mail, properly addressed with postage thereon prepaid, and said notice shall contain a statement of the purpose or purposes for which said additional regular meeting is called. For any matter of extreme importance which will not permit a five (5) day delay, notice of an additional regular meeting may be given by telephone or by personal message or any form which will convey to the recipient the information that a meeting will be held and the purpose of such meeting; and such additional regular meeting may be held on the calendar day following the day that notice is given, for such emergency matters only. Section 3. WAIVER OF NOTICE. Whenever any notice is required to be given to any director of the District under the provisions of these bylaws, or otherwise, a waiver thereof in writing, signed by the person entitled to such notice, duly witnessed or acknowledged, either before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4. PUBLIC NOTICE. Whenever any recessed meeting, adjourned meeting, interim meeting, special called meeting or additional regular meeting shall be called, a notice stating the place, date, hour and subject matter of such meeting shall be posted within one hour after such meeting is called in a prominent place available to examination and inspection by the general public in the building in which the District normally meets. A copy of the notice shall be made a part of the minutes of the District. Section 5. QUORUM. A majority of the membership of the Board of Directors of the District shall constitute a quorum for the transaction of business in any meeting of the Board of Directors. All business of the District shall be transacted by the affirmative vote of a majority of the total membership of the Board of Directors. Section 6. COMMITTEES. The Board of Directors may by resolution designate standing and interim committees of the Board for study, investigation or any purpose which will further the business of the District. Section 7. STANDING COMMITTEES. The District shall have the following standing committees whose duties shall be as follows, to-wit: (a) Projects and Policy Committee: A Projects and Policy Committee composed of at least one director from each of the member counties of the District to be appointed by the President, whose duties it shall be to coordinate the plans and projects of the District with other agencies of the federal, state and municipal governments. (b) Budget and Finance Committee: A Budget and Finance Committee composed of at least one director from each of the member counties of the District to be appointed by the President, whose duty shall be to review all receipts and expenditures of the District, and monitor the investment of District funds. The Budget and Finance Committee shall cause an annual audit of all receipts and expenditures to be made, and shall make a report thereof to the Directors. Further audits and reports shall be made as directed by the Board of Directors. (c) Committee Meetings: Committees of the Pearl River Basin Development District (the "District") shall meet upon call of the President, who shall give not less than three (3) days' notice stating the date, time and place of the committee meeting to each committee member and to the Executive Vice President and Assistant Secretary of the District. Said meetings may be held at the option of the President, on the same day as that specified for board meetings. Meetings of any committee may be recessed from time to time, but not beyond the next regular meeting of the full Board of Directors. Minutes shall be maintained of all committee meetings showing the members present and absent; the date, time and place of the meeting; recording of any final actions taken at such meeting; and a record by individual member of any votes taken. Such minutes shall be recorded within a reasonable time not to exceed thirty (30) days after recess or adjournment and shall be open to public inspection during regular business hours. (d) Parliamentary Procedure: Robert's Rules of Order shall govern the parliamentary procedure of all Board of Directors and committee meetings. ARTICLE VI. Section 1. BUDGET. Subsequent to the recommendations of the Budget and Finance Committee, the directors shall adopt a budget for each fiscal year. Such budget shall reflect all expected receipts and expenditures of the District for the ensuing fiscal year. No expenditures shall be made in excess of the budget and/or each item of such budget. After such budget has been adopted, the same may be amended during the current fiscal year at any regular meeting. Section 2. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, to execute and deliver any instrument in the name of and on behalf of the District. No money shall be borrowed by the District and no evidence of indebtedness shall be executed in the name of the District, unless authorized by a resolution of the Board of Directors. Section 3. OTHER EMPLOYMENT ARRANGEMENTS. The Board of Directors may employ engineers, attorneys, and all agents and employees necessary to the exercising of the powers, rights, privileges, and functions conferred upon the District by law, or necessary to properly finance, construct, operate, and maintain the projects and plans of the District; and the District may pay reasonable compensation for such services. Section 4. DEPOSITORIES OF FUNDS FOR THE DISTRICT. The Board of Directors shall designate one or more banks or banking institutions within the District to serve as depositories for the funds of the District, pursuant to and according to the provisions of duly promulgated regulations which have been adopted by the Board. Section 5. CHECKS AND DRAFTS. All checks, drafts or orders for the payments of monies, and all notes and acceptances shall be signed by the President or Vice President and also by the Treasurer, unless the power to sign the same shall have been duly delegated by the Board of Directors to some other officer or staff member or a combination thereof of the District. ARTICLE VII. Section 1. EXECUTIVE VICE-PRESIDENT. The Board of Directors of the District may employ an Executive Vice-President who shall act as general manager of the District, and may fix the terms and conditions of his employment. A person thus employed as Executive Vice- President may, at the discretion of the Board of Directors, supervise the day to day affairs of the District in accordance with these bylaws and applicable statutes. Section 2. ADMINISTRATIVE STAFF DECISIONS. Unless otherwise provided by law, and if so authorized by the Board of Directors of the District, the Executive Vice-President may employ such additional administrative staff or discharge such administrative staff as may be necessary to conduct the affairs of the District. ARTICLE VIII. FISCAL YEAR. The fiscal year of the District shall be from July 1 of each year until and including the following June 30. ARTICLE IX. AMENDMENTS. These bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds of the total membership of the Board of Directors of the District at any regular meeting, provided that notice of the proposed amendment, or amendments, is given to each director at least five days prior to said meeting.