MINUTES OF REGULAR MEETING HORRY COUNTY SOLID WASTE AUTHORITY, INC. AUGUST 18, 2014 The Horry County Solid Waste Authority, Inc., held a Regular Meeting on Monday, August 18, 2014, at 5:30 P. M., at the Authority s Administrative Office, 1886 Highway 90, Conway, South Carolina. In accordance with the Freedom of Information Act, notices setting forth the date, time, and place of the meeting were mailed to the news media. Present were the following Board Members: James H. Cokley, Chairman; M. Lance Thompson, Vice Chairman; J. Michael Campbell, Secretary; W. Norfleet Jones, Treasurer; and Board Members Pam J. Creech, Dan P. Gray and John R. Long, II. Ex Officio Member Steve Gosnell was present; however, Ex Officio Member Kevin Blayton was absent. There were no members of the media in attendance. The following individuals were also in attendance: Danny Knight, Executive Director; Emma Ruth Brittain; Mike Bessant, Assistant Executive Director; Esther Murphy, Director; Bill Hilling, Director; Jan Bitting, Director; and other staff to include Rodney Cannon, Susie Wofford, Wayne Martin and Chris Calhoun. CALL TO ORDER Chairman Cokley called the meeting to order and asked Mr. Long to render an invocation. PLEDGE OF ALLEGIANCE Chairman Cokley asked Mr. Jones to lead the group in the Pledge of Allegiance. APPROVAL OF AGENDA Chairman Cokley indicated there was a need to amend the Agenda to include an update on the Compost Area Stockpile under the Operations and Planning section. Mr. Long moved to approve amending the Agenda as stated above. There was a second by Mr. Jones and the Motion was carried. Mr. Thompson moved to approve the Agenda as amended. There was a second by Mr. Campbell and the Motion was carried. APPROVAL OF MINUTES Chairman Cokley asked if there were any revisions or corrections to the Minutes of the July 29, 2014, Regular Meeting minutes. Mrs. Brittian indicated that under the Executive Session portion of the minutes, the word personal should be corrected to read personnel. Mr. Jones moved to approve the Minutes of the July 29, 2014, Regular Meeting as corrected above. There was a second by Mr. Thompson and the Motion was carried. Chairman Cokley asked if there were any revisions or corrections to the Minutes of the July 31, 2014, Workshop minutes. Minutes of Regular Meeting, August 18, 2014 1
Mr. Gray moved that the discussion on the SWA Rules not be included in the minutes of the July 31, 2014, Workshop. He commented that the SWA Rules were not discussed in detail and asked that the minutes not be approved, since there was no meaningful discussion on the rules. He stated the rules were an amendment/extension to the By-Laws and said they should be considered together. Mr. Gray indicated the Rules should be discussed at another time to have ample discussion, similar to the By-Laws discussion. Mr. Thompson stated that the Workshop Agenda was revised in order to include the discussion of the SWA Rules and commented that the Rules were apart of the Workshop discussion. Mr. Gray stated there was some discussion, but indicated it was not as full or ample as the discussion of the By-Laws. Ms. Creech commented that the Board did work on the Rules and indicated they should be approved and submitted with the By-Laws to County Council. She stated that since the By-Laws reference the Rules, she believed they should both be submitted to County Council at the same time. Rev. Cokley reminded the Board that at the Workshop they had voted to submit the Rules along with the By-Laws to County Council. He indicated at this time the issue being discussed was the minutes of the Workshop meeting and whether to accept them or reject them. Chairman Cokley asked if there was a second to Mr. Gray s Motion. There being no second, the Motion failed. Ms. Creech moved to approve the Minutes as presented and that the SWA Rules be submitted with the By-Laws to County Council. There was a second by Mr. Jones. Mr. Gray asked if the Rules could be revisited at some time. Chairman Cokley indicated the Rules could be revisited if the Board desired to do so. Mr. Thompson stated it was his understanding that the Rules could be revised without going through the same process as changing the By-Laws. Chairman Cokley and Mrs. Brittain indicated that was correct. Mr. Thompson commented that the By-Laws were being approved by County Council, not the Rules. Chairman Cokley clarified that Ms. Creech s motion was to submit the Rules as presented with the By-Laws to County Council. Ms. Creech indicated that was correct. Mr. Gray asked if County Council would be voting on the Rules. Ms. Creech stated she was unsure, but indicated that the Board had the ability to revise the Rules at anytime. Mr. Long commented that at this point in the Agenda the only item being discussed is the approval of the Workshop minutes. Chairman Cokley indicated that was correct. Mr. Long recommended the discussion focus on that. There being no further discussion, the Motion was carried with Mr. Gray voting in opposition. PUBLIC INPUT Chairman Cokley indicated there were no request for Public Input. Finance and Administration Update Mrs. Bitting presented the Finance & Administration reports to the Board, which were included as Pages 87-104 in the Board Packet. Minutes of Regular Meeting, August 18, 2014 2
Monthly Finance Reports Mrs. Bitting stated for the first month of FY 2015, the SWA was at 8.33% of budget. She indicated MSW was at 12.37% of budget. She stated C&D was at 8.65% of budget and yard waste was at 8.91% of budget. Mrs. Bitting stated the sale of recyclables was at 8.54% of budget. She commented that Mr. Gray had asked for information pertaining to the revenue and expenses at the Construction and Demolition Processing Facility and the Materials Recycling Facility. She indicated for the Construction and Demolition Processing Facility revenue was $8,855.88 and expenses was $7,620.64 and airspace saved 3.38 days. Mrs. Bitting stated for the MRF revenue was $256,235.88 and this figure included Collection and Hauling and the expenses was $137,770.64 and airspace saved 7.82 days. Mr. Gray thanked Mrs. Bitting. Mrs. Bitting stated net income for August was $501,083.42. Mr. Thompson asked about the reports from the previous month. Mrs. Bitting explained the year-to-date budget figure was incorrect. Mrs. Bitting reviewed the C&D Material Analysis Budgeted versus Actual for FY2015 on page 95. Mrs. Bitting explained the actual growth was based on a 6.5% growth and a 31% reduction. She stated actual figures decreased as compared to last year. Mr. Knight indicated the Construction and Demolition Processing Facility made a profit of $1,200 for the month of August as well as saving airspace. Recycling Tonnage Outgoing and Revenue Report Mrs. Bitting offered an explanation for the credit for the mulch on page 98. She informed the group a customer purchased $12,000 of mulch and had requested a bulk rate for the material and the report indicated an adjustment was given. Recycling and Corporate Affairs Update Mrs. Murphy offered an update of various projects in the Recycling and Corporate Affairs Division that were included as Pages 105-111 in the Board Packet. Environmental Liaison Banquet Update Mrs. Murphy thanked the Board for making a special effort to attend the Environmental Liaison Banquet on August 5, 2014. She said this was the 21 st year the SWA hosted the awards program. She commented Dr. Cindy Elsberry was the guest speaker and delivered a good message. Mrs. Murphy again thanked the Board for their support. United Way Campaign Update Mrs. Murphy stated the SWA began its annual United Way Campaign as Pacesetters in August 2014. She informed the Board that the Day of Caring would be held on September 12, 2014. She commented Horry County Public Information Officer Lisa Bourcier was the campaign chairperson this year. Mrs. Murphy informed the Board she would take pledges from Board Members who wished to donate. Annual Dinner Update Mrs. Murphy informed the Board the annual dinner would be held on November 7, 2014. She remarked a location had not been selected at this time. Operations and Planning Update Mr. Hilling offered an update of various projects in the Operation and Planning Division that were included as Pages 112-122 in the Board Packet. Minutes of Regular Meeting, August 18, 2014 3
Driver of the Month Mr. Hilling indicated for the month of July 2014, Dave Faulkner was named Driver of the month. He stated Mr. Faulkner worked for Waste Management. Mr. Hilling informed the group. Mr. Faulkner was very courteous to operations staff and deserving of the award. East Hill Fill Closure Update Mr. Hilling indicated the closure project was going well. He commented the first 12-acres of Phase I was complete. Mr. Hilling stated 25% of cover on the liner was complete. He informed the Board that King Construction had four (4) sumps installed. Mr. Thompson asked had there been any problems with the liner. Mr. Hilling replied an electronic analyzing of the liner would indicate no ruptures or tearing had occurred. Equipment Purchased Update Mr. Hilling informed the Board of two bids for equipment which were approved in the FY2015 capital budget. He stated the purchase of a new Caterpillar compactor and a new John Deere bulldozer would update the landfill equipment. Compost Area Stockpile Update Mr. Hilling explained to the group that SC DHEC had new composting regulations. He indicated SC DHEC would offer certification classes during the week of October 21-24, 2014, in Surfside Beach, SC. He stated SC DHEC would like to utilize the SWA facilities for certified managers training on composting. Mr. Hilling indicated the SWA facilities would be used for hands-on training of the field work portion of the training. He stated the grinding and stockpile material cleanup was needed before the arrival of SC DHEC. Mr. Hilling asked for Board approval to outsource this project since the SWA had manpower restraints and could not have the project completed in a timely manner. Mr. Hilling stated the certification would cost $500. Mr. Campbell asked how many SWA employees would be attending the class. Mr. Hilling replied three SWA employees would attend the class. Mr. Knight stated the project would be bid because the overtime constraints would not allow the project completion before SC DHEC class. Mr. Jones moved to accept staff recommendation that the Board of Directors approve funding not to exceed $40,000.00 to complete the new compost stockpile area out of the $51,013.12 remaining funds of the $650,000.00 budget. There was a second by Ms. Creech and the Motion carried. Mr. Long asked if the $51,000 was set aside in the FY2015 Construction and Development fund. Mr. Hilling stated that was correct. Mr. Gray asked where this training would take place. Mr. Knight explained the classroom part would be held at the Holiday Inn in Surfside Beach and the field training would take place here at the SWA facility. Mr. Knight indicated the funding request was for the new compost processing area. Special Projects & Governmental Affairs Update Mr. Bessant presented an update on various projects which were included as Pages 123-126 of the Board Packet. Recycling Incentive Programs Update Concerning the recycling incentives, Mr. Bessant indicated the following incentives were given by the SWA FY2014: MSW Recycling Minutes of Regular Meeting, August 18, 2014 4
$29,790.29, C&D Designated Facilities $4,517.75. He stated the total incentive saving FY2014 for SWA customers was $34,308.04. Solid Waste Management Plan Update Mr. Bessant informed the Board the Technical Advisory Council met on August 6, 2014. He explained that HDR would make changes or revisions to the Solid Waste Management Plan. Mr. Bessant stated the next meeting would be held on September 17, 2014, at 9:00A.M. Mr. Gray commented $300,000 had been given to SWA customers as rebates through incentives but with the decrease in construction and demolition material there has been a $200,000 decrease from the revenue stream. He discussed the long-term possibilities of extending the life of the landfill by allowing customers to dispose of their material at other facilities in order to save landfill space. Mr. Bessant explained to Mr. Gray that every ton of material that leaves Horry County may save airspace but it decreases the revenue from the SWA that would fund recycling programs and any future programs for the citizens of Horry County. Disaster Debris Plan Update Mr. Bessant stated he met with the members of the Emergency Operations Center concerning the disaster debris plan. He indicated the group discussed alternatives to ensure Horry County residents a reduced rate from FEMA should Horry County have a catastrophic event. Mr. Bessant stated the plan should be completed within the next 45 days. Executive Director Update Mr. Knight briefly discussed the following item with the Board on Page 127 in the Board Packet. Litter Along Highway 90 Update Mr. Knight commented he had spoken with Mr. Lazarus of Horry County Council about the litter problem on Highway 90. Mr. Knight explained that the SWA mows an 8-mile section of Highway 90 and picks up the litter. He suggested to Mr. Lazarus that litter patrol and code enforcement write tickets to the private companies that were responsible for the littering on Highway 90. Mr. Knight stated Ms. Creech was also at the Council meeting and asked her to offer comments. Ms. Creech explained during public input citizens who lived along Highway 90 were displeased with the amount of trash along the highway and in their yards. She commented since Horry County had a zero tolerance for litter, code enforcement and litter patrol should ticket the private haulers. Ms. Creech stated that the SWA was doing everything possible to correct this problem. She asked Mr. Knight to look at other options that may help this problem. Mr. Jones stated the SWA was not responsible for writing the tickets and asked if code enforcement and litter patrol were ready to enforce the zero tolerance for littering in Horry County and along Highway 90. COMMITTEE REPORTS There were no Committee Reports to come before the Board. Minutes of Regular Meeting, August 18, 2014 5
OLD BUSINESS a. SWA By-Laws Amendment Mrs. Brittain indicated the revisions to the By-Laws that were discussed and approved at the July 31, 2014, Workshop were incorporated into the document included in the Board Packet. Mrs. Brittain stated there were comments made during the Workshop regarding the dissolution section of the By-Laws, which she subsequently discussed with Mr. Frank Cureton, the attorney who assisted with the reclassification application with the IRS. She indicated they reviewed the SWA history, incorporation documents and previous versions of the By-Laws and determined that at the time the original By-Laws were written there was not a non-profit code. Mrs. Brittain stated that some of the actions taken with this revision was to update the reference to the non-profit code, in that the SC Legislature did enact a specific code for non-profit organizations. Mrs. Brittain distributed a revision to the dissolution section and reviewed the document with the Board. Mrs. Brittain explained that the SWA Board does not technically meet the definition of members according to the non-profit code. She stated according to the non-profit code, the reference to members in first paragraph of Article XIII Dissolution would refer to someone who appoints the SWA Board Members County Council. In addition she stated, another section of the non-profit code states if a body retains authority to approve or veto an organization s amendments to by-laws, they also have certain approval rights regarding dissolution. She indicated this paragraph had been revised in order to clarify the intent as outlined in the nonprofit code. The revised paragraph reads: The Authority may be dissolved and its business and affairs terminated upon approval by (1) a vote of a two-thirds majority of members of the Board of Directors at a meeting of which published notice or written notice mailed to each Board member shall be given; and (2) approval by a majority of Horry County Council. Such notice to the Board shall state the purpose of the proposed meeting. Regarding the paragraph pertaining to the payment of outstanding debts, Mrs. Brittain commented that there was a SC Code section which states that before dissolution could take place, the SWA would have to submit a Summary of the Plan of Dissolution to the SC Attorney General. She said the Summary of the Plan of Dissolution would set forth certain items and the Attorney General has twenty (20) days to respond and could either give written consent to move forward or disapprove it. She stated the Code also includes a requirement pertaining to dissolution and payment of creditors, which indicates if creditors are not paid there is a claim procedure and certain notices, which would have to be given and published. She explained that SC Code Ann. Sections 33-31-1403a and 33-31-1403b had been incorporated into the second paragraph of this section in order to state the SWA would follow the procedure for dissolution as set forth in the non-profit code. She generally discussed various reasons why the SWA might be dissolved but indicated these sections of the non-profit code would give protection to creditors. Chairman Cokley commented that the revisions outlined in Article XIII of the By-Laws outlines the legal requirements for dissolution of the SWA. Mrs. Brittain indicated that was correct. Minutes of Regular Meeting, August 18, 2014 6
Mrs. Creech indicated the revisions to Article XIII still did not show the intent of the Board with regard to the designated funds. She stated if unless that intent is expressly stated in the By-Laws, she could not support it. Mr. Gray asked who would make the final decision on dissolution, County Council or the SWA Board. Mrs. Brittain stated it would be a joint decision, with the SWA Board making the recommendation and County Council would determine whether or not to accept it. Mrs. Brittain stated within the framework of the law, County Council would have the final word within the framework of the law. Discussion ensued regarding the submittal of the By-Laws and Rules to County Council. Mr. Gray stated that he was okay with the amendments to the By-Laws, but again commented the By- Laws, at least in part, included the Rules and should be submitted that way. He indicated he would have to vote in opposition because of this reason. Mr. Long moved to approve the amendments to the SWA By-Laws as recommended. There was a second by Mr. Campbell. Mr. Jones asked for clarification regarding the Summary of the Plan of Dissolution and asked if the Attorney General would have to abide by what was submitted in the Plan. Mrs. Brittain indicated that the Attorney General would review it and either accept it or reject it. She stated if the Attorney General accepts it, the Plan would still need County Council s acceptance. Mr. Jones asked if the Attorney General accepts the Plan, would County Council be required to abide by the Plan. Mrs. Brittain stated they would have to abide by what was filed and with the more formal dissolution articles. She stated the Attorney General would have enforcement responsibility. Ms. Creech asked what would happen if County Council made changes to the Plan. Mrs. Brittain stated it would be her recommendation that the County file an amended Plan in order to have an accepted Plan on file. Ms. Creech commented that this process could continue and unless the By-Laws included intentions of the Board regarding the designated funds, the Attorney General would have no idea of the intent of the Board. Mr. Knight commented that the Summary of the Plan of Dissolution would include the intent of the Board, in that it would explain the designated funds and liabilities. Mrs. Brittain concurred and stated the Board would determine what was in the Plan, to include the purpose of the funds, what was due to creditors, etc. There being no further discussion, Motion was carried with Ms. Creech and Mr. Gray voting in opposition. Chairman Cokley stated the dissolution section was revised based on state code and sought clarification on whether it could include what Ms. Creech was requesting. Mrs. Brittain stated the procedure was all based on code. She commented that theoretically the Board could add to the By-Laws, however, County Council has the veto power. Ms. Creech agreed, but stated what has been in the By-Laws could remain. Rev. Cokley stated even if it s included, County Council could either accept it or reject it because they are the final authority. Mrs. Brittain stated when you are considering the dissolution of an organization such as the SWA, it will be fluid and based on the circumstances at the time. She commented that it is difficult at this time to determine what would be in the Plan. Ms. Creech stated Council could decide to revise the Plan as they wanted. Minutes of Regular Meeting, August 18, 2014 7
b. SWA Rules Amendment Mrs. Brittain offered a summary of the minor amendments made to the SWA Rules, to include revisions made to ensure the Rules were compliant with the SC Freedom of Information Act, HIPPA laws and the recent court rulings regarding meeting agenda revisions. Mr. Gray again stated the he believed the Rules should be incorporated as a part of the By-Laws. Mr. Gray commented that the Nominating Committee meeting did not follow the rules. Chairman Cokley indicated that was in the past and suggested everyone move forward. Mr. Gray asked if from this point on, all Committees would follow the rules. Chairman Cokley stated that based on the Rules being discussed, any Committee would have to give to two days notice before meeting. Mr. Gray thanked the Chairman for the clarification. Mr. Gray stated that in one section of the Rules it indicates the purpose of the meetings would be to have an interchange of ideas; however, in another section this is blocked by the statement that only Committee members serving on a specific Committee are allowed to speak. Mrs. Brittain clarified that the restriction only applied to Committee meetings and stated during all other meetings; briefings, workshops, etc., all Board Members would be participating and would have the opportunity to have input. Mr. Gray stated he would not make a big deal about it because the Rules are not followed and that things would happen however the person in charge wanted them to happen. Mr. Long called for Point of Order. General discussion ensued on decorum and maintaining order in meetings. Mr. Gray asked if this pertained to members of the public only. Chairman Cokley indicated to include Board Members as well. Mr. Gray asked who requested this be included in the Rules. Mrs. Brittain stated this verbiage was not new and was included in the previously approved Rules. Mr. Gray agreed that it was in one section and inquired as to why it was duplicated in another section. Mr. Gray stated he realized the intent of the verbiage, which was to put him under the Chairman s thumb. Chairman Cokley stated that he had nothing to do with the rewriting of the Rules. Mrs. Brittain commented that this verbiage was for the purpose of maintaining order. Mr. Gray agreed and said some people could be disruptive to a meeting, but commented that the Chairman indicated he was going to do that to him. Chairman Cokley indicated that if any Board Member was out of order they would be asked to leave a meeting by any chairman. Mr. Gray commented to Chairman Cokley that he usually gets what he wants. Mr. Long again called for a Point of Order and stated that the comments made by Mr. Gray were completely inappropriate, derogatory in nature and unnecessary at this meeting. Mr. Long stated these Rules are not directed toward Mr. Gray and were not made for Mr. Gray. He commented that Mr. Gray is applying the rules personally and stated it was inappropriate. Mr. Jones concurred and stated the Rules applied to all Board Members equally, to ensure whomever is chairman has the ability to maintain order. Mrs. Brittain continued with the review of the revisions to the Rules. Mr. Gray commented that the purpose of some of these Rules were to allow whoever the chair is the ability to shutdown whoever they feel is in violation. Mr. Jones moved to approve the amendments to the SWA Rules as presented by Mrs. Brittain. There was a second by Mr. Long and the Motion was carried with Mr. Gray voting in opposition. Chairman Cokley stated that the Amended SWA Rules would be submitted to County Council along with the Amended SWA By-Laws. Minutes of Regular Meeting, August 18, 2014 8
NEW BUSINESS a. Green Tie Event Mr. Bessant advised the Board that staff was seeking direction from the Board regarding participating in the annual Green Tie Event which is by hosted by the Conservation Voters of SC (CVSC). Mr. Jones asked if funding was in the budget and if so, how many tables were being considered. Mr. Bessant replied that funding for two tables was included in the FY2015 Budget. Mr. Jones stated he thought the SWA should participate; however, he believed sponsoring one table was sufficient. Chairman Cokley asked about the cost per table. Mr. Bessant replied that the cost was $2,500 per table. Mr. Jones stated he believed the CVSC was a good organization with a good cause; however, considering the current budget issues, he believed it was more prudent to sponsor one table instead of two. Mr. Jones asked what the CVSC used the money for. Mr. Bessant stated they money is used to cover operational cost for the CVSC. He stated it was not a part of any PAC funding. Ms. Creech commented that she also believed it was a good cause and stated they shared the same concerns as the SWA, supported the three R s and worked with several other organizations. She concurred with Mr. Jones on funding one table based on the amount of funding being lost. Mr. Bessant indicated staff would proceed as directed by the Board. Mr. Jones moved to approve the sponsorship of one table at the Conservation Voters of SC Green Tie Luncheon at a cost of $2,500. There was a second by Mr. Campbell. Mr. Gray commented that he supports the CVSC, the Sierra Club, the Coastal Conservation League and the bird watching society. He indicated he supported the CVSC and planned on attending the luncheon; however, he did not approve of spending SWA funding to sponsor a table. There being no further discussion, the Motion was carried with Mr. Gray voting in opposition. Mr. Knight commented that, as has been the case in the past, all Board Members were invited to attend the event. b. Roundtable Discussion Chairman Cokley distributed the attached document and indicated all Board Members needed to read and be aware of the information. Mr. Gray commented that he did not need to read it because he wrote it. Chairman Cokley stated it was quite inappropriate for a Board Member in a public forum to write those type things and make those type comments. Chairman Cokley commented that the Board needed to be totally aware and stated he would be transmitting this information by letter to County Council. Mr. Gray stated that he hoped Chairman Cokley would include in his letter that there was no mention of Horry County or the Solid Waste Authority in the document. Chairman Cokley indicated it made a very good reference to the Solid Waste Authority. MOTION FOR EXECUTIVE SESSION Motion for an Executive Session for the purpose of considering a personnel matter was made by Mr. Campbell. There was a second by Mr. Jones and the Motion was unanimously carried. The Board went into Executive Session at 7:15P.M. Minutes of Regular Meeting, August 18, 2014 9
MOTION TO COME OUT OF EXECUTIVE SESSION AND BACK INTO OPEN SESSION At 7:23P.M., Motion was made, seconded and carried to come out of Executive Session and back into open session. STATEMENT FOR THE RECORD ATTORNEY EMMA RUTH BRITTAIN Mrs. Brittain asked that the record reflect that the Executive Session was held for the purpose of considering a personnel matter. She stated no votes were taken and no action was required. MOTION TO ADJOURN There was no further business to come before the Board during the Public Hearing. Mr. Campbell made a Motion, seconded by Mr. Long, to adjourn the meeting. The Motion was carried; the Regular Meeting adjourned at 7:25P. M. Minutes approved on September 23, 2014. HORRY COUNTY SOLID WASTE AUTHORITY, INC. BY: (L. S.) James H. Cokley, Chairman ATTEST: (L. S.) J. Michael Campbell, Secretary (L. S.) Pam J. Creech (L. S.) Dan P. Gray (L. S.) W. Norfleet Jones (L. S.) John R. Long, II (L. S.) M. Lance Thompson Minutes of Regular Meeting, August 18, 2014 10