ARTICLE I. NAME AND PRINCIPAL OFFICE
Section 1. Name. The organization shall be known as the SOUTHERN MUNICIPAL CONFERENCE, INC. (hereinafter referred to as “SMC”). The term “league(s)” when hereinafter used in the text shall also mean “association(s).”
Section 2. Office. The principal office of the corporation shall be as established by official action of the Board of Directors.
ARTICLE II. PURPOSE AND OBJECTIVES
Section 1. Purpose. The purpose of SMC shall be to provide an opportunity for the officers, directors and staffs of southern municipal leagues to share mutual political and policy concerns with their counterparts throughout the southern region.
Section 2. Objectives. The basic objectives of SMC are:
ARTICLE III. MEMBERSHIP
Section 1. Membership. Membership in SMC shall be limited to state municipal leagues from the following states: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia and West Virginia. Additional state municipal leagues may become members with the affirmative vote of two-thirds of the Board of Directors.
ARTICLE IV. DUES
Section 1. Annual Dues. The dues of SMC shall be an annual assessment upon the participating state leagues. Such assessment shall be the same for each participating municipal league and shall be in an amount prescribed by the Board of Directors. Membership dues shall be payable annually at the beginning of SMC’s fiscal year or as may be otherwise determined by the Board of Directors.
Section 2. Consequences of Non-payment of Dues. A member whose dues have not been paid within sixty (60) days after the commencement of the SMC’s fiscal year or the due date as determined by the Board of Directors shall cease to be in good standing and shall cease to be a participating member unless the member has requested a determination of financial hardship status as allowed by the Board of Directors. If financial hardship is granted, the member must comply with the dues payment plan set forth by the Board of Directors to remain in good standing and remain a participating member.
ARTICLE V. FISCAL YEAR
The fiscal year for SMC shall coincide with the calendar year and run from January 1 until December 31.
BOARD OF DIRECTORS, OFFICERS AND EXECUTIVE COMMITTEE
Section 1. Board of Directors. The Board of Directors of SMC shall consist of two (2) representatives from each participating state municipal league. These two representatives shall be the executive director and an elected official selected by that league.
Section 2. Officers and Executive Committee. The following officer positions of SMC shall be elected by the Board of Directors:
The Chair must be a member of the Board of Directors at the time he or she is elected. The Vice Chair must be a current or former member of the Board of Directors at the time he or she is elected. These officers plus the Immediate Past Chair and two (2) league directors elected by the Board of Directors shall comprise the SMC’s Executive Committee. No state shall have more than one (1) member on the Executive Committee.
Section 3. Board of Directors’ Secretary-Treasurer. The Board of Directors shall select an Administrator of SMC who shall also serve as Secretary-Treasurer to the Board of Trustees. The Executive Director of the selected Administrator shall annually appoint a representative who shall be responsible for carrying out the duties of the Secretary-Treasurer. The duties and responsibilities of the Secretary-Treasurer shall be the following: to record and maintain minutes of every meeting, proceeding or act of the Board of Directors; to see that all notices are duly given in accordance with these bylaws; to serve as the custodian of the records of the Board of Directors, the Executive Committee and SMC; to deposit and account for funds of SMC and to perform all other duties as may be assigned from time to time by the Board of Directors.
Section 4. Qualifications, Term and Vacancy.
Section 5. Nomination of Officers. Nomination of Executive Committee members shall be made by a three (3) member Nominating Committee, which shall be composed of the Chair and two (2) members appointed by the Chair from the membership of the Board of Directors. The Nominating Committee shall submit its report during the Annual Business Meeting of the Board of Directors.
Section 6. Duties of Board of Directors, Officers, and the Executive Committee.
(d) Executive Committee – The Executive Committee shall be empowered to act on behalf of the Board of Directors and perform all duties authorized by the Board of Directors except for amendment of the organization’s bylaws as provided in Article XIV of these bylaws and elections of the Executive Committee members as provided in Article VI of these bylaws.
ARTICLE VII. MEETINGS
Section 1. Meetings of the Membership. An Annual Leadership Meeting of SMC shall be held in April of each year or as soon thereafter as possible at a date, time and location as determined by the Board of Directors. In addition to the Annual Leadership Meeting, the SMC may have such other regular meetings at a date, time and location as may be determined by the Board of Directors. Special meetings of the SMC shall be called upon the official written request of at least four (4) participating state municipal leagues within thirty (30) days of the request.
Section 2. Meetings of the Board of Directors.
(a) Annual Board of Directors Business Meeting. The Board of Directors shall hold an Annual Business Meeting in
[the Fall] April of each year or as soon thereafter as possible at a date, time and location as designated by the Chair upon thirty (30) days written notice mailed to the members of the Board of Directors. At that meeting, the Board of Directors [will] shall elect officers and elect the members of the Executive Committee.
(b) Budget Meeting. The Board of Directors shall hold a meeting as determined by the Chair prior to the end of the fiscal year, or as soon thereafter as possible, via teleconference or in person to approve the annual budget and, if a change is needed, set the level of dues for the next year. The Chair shall provide at least ten (10) days advance notice mailed to the members of the Board of Directors.
(c) Special Meetings. The Board of Directors shall hold such additional meetings as may be necessary and duly called by the Chair or any five (5) members of the Board of Directors upon a minimum of ten (10) calendar days written notice mailed to the members of the Board of Directors stating the purpose or purposes of such meeting.
Section 3. Meetings of the Executive Committee. The Executive Committee shall meet at such times as may be determined by the Chair or a majority of the Executive Committee membership. Notice of Executive Committee meetings shall be sent to all members of the Executive Committee at least twenty-four (24) hours prior to the meeting. The notice of the meeting shall include a statement of the purpose for the meeting.
Section 4. Notice of Meetings. As used in this section, any reference to “mail” shall mean United States Postal Service mail delivery or electronic mail.
ARTICLE VIII. VOTING AND QUORUM REQUIREMENTS
Section 1. Voting. At all meetings of the Board of Directors and/or its Executive Committee, each represented, participating state municipal league shall be entitled to only one (1) vote regardless of the number of representatives of that league who are present. Except when otherwise provided, all voting at meetings of SMC and its Executive Committee shall be by a voice vote unless a roll call is requested by any voting member.
Section 2. Quorum Requirements. In order to conduct the business of any meeting of the Board of Directors or its Executive Committee, a majority of the participating state municipal leagues must be represented. The affirmative vote of a majority of members present shall be required for the adoption of any motion or resolution by the members at any meeting of the Board of Directors and/or its Executive Committee where a quorum is present.
Section 3. Attendance by Telephone. To the extent permitted by law, any member of the Board of Directors or Executive Committee may participate in any duly called meeting by means of a conference telephone or similar communications device, if all persons participating in the meeting can simultaneously hear each other. Participation by such means shall constitute presence in person at the meeting. Any teleconference meeting will be deemed originated from the location in which the Administrator is located.
ARTICLE IX. COMMITTEES
Section 1. Appointments. The Board of Directors may create, dissolve or merge standing committees. The Chair may create, dissolve or merge such ad hoc committees as may be deemed necessary for the proper conduct of the work of the organization. Except for the Executive Committee, which is elected by the Board, the Chair shall appoint all members to standing or ad hoc committees.
Section 2. Tenure. Appointments to all standing or ad hoc committees, unless specifically continued, shall terminate at the next Annual Business Meeting of the SMC Board of Directors.
Section 3. Ex Officio Members. The Chair shall be an ex officio member of all committees.
ARTICLE X. BUDGET, AUDIT, STAFF
Section 1. Budget. The Board of Directors shall approve an annual budget for SMC. Such budget shall be prepared and submitted by the Secretary-Treasurer at least thirty (30) days prior the end of the fiscal year.
Section 2. Audit. The Secretary-Treasurer shall provide for an accurate accounting and audit of all funds of SMC. Beginning in 2018 for fiscal year 2017, there shall be a full audit of SMC conducted every four (4) years by an independent certified public accountant. The full audit shall be submitted to the Board of Directors for their review. Beginning in 2020 for fiscal year 2019, there shall be an attestation engagement conducted every four (4) years by an independent certified public accountant to review SMC’s financial statements between full audits. The attestation shall be submitted to the Board of Directors for their review.
Section 3. Staff. The Board of Directors shall provide for such staff support as it may deem necessary.
ARTICLE XI. ADMINISTRATOR
The Board of Directors shall select a participating municipal league to serve as the Administrator of SMC. The Administrator shall carry out the policies established by the Board of Directors and provide day-to-day management of the business and affairs of SMC under such terms and conditions as may be agreed upon by the Administrator and the Board of Directors, and as set forth in an agreement entered into by and between the Administrator and SMC. The Administrator shall serve as the Secretary-Treasurer to the SMC Board of Directors, as set forth in Article VI, Section 3, of these bylaws.
The services provided by the Administrator may include, but shall not be limited to: promotion of membership in the Association and participation in its meetings and trainings; conduct of educational and other programs related to the purpose and operation of SMC; preparation and maintenance of reports, records, and accounts; performance of financial and investment services; budget preparation; provision of legal services; and any and all other services allowed by law and deemed advisable by the Board of Directors. The Association shall pay the Administrator for all services performed in such amounts as may be mutually agreed upon by the Board of Directors and the Administrator.
ARTICLE XII. SEAL
Section 1. Seal. The seal of the corporation shall be circular in form and mounted upon a metal die suitable for impressing same upon paper. The words “Southern Municipal Conference, Inc.” shall appear within the circle; but the presence or absence of such seal on any instrument, or its addition thereof, shall not affect the character or validity or legal effect of such instrument in any respect.
ARTICLE XII. DISSOLUTION
Section 1. Procedure. SMC shall only be dissolved in accordance with the requirements of Title 14 of the Official Code of Georgia Annotated.
Section 2. Disposition of Assets. In the event of a favorable vote for dissolution, the Board of Directors shall proceed to settle all financial obligations pending against SMC and shall liquidate all real and personal property owned by SMC and shall otherwise follow the applicable requirements of Title 14 of the Official Code of Georgia Annotated regarding the dissolution of non-stock, nonprofit corporations. Any funds remaining after the settlement of all debts and the liquidation of all property shall be returned pro rata to the members which were eligible to vote on the question of dissolution based on the amount of annual membership dues paid during the year in which the dissolution occurs.
ARTICLE XII. AMENDMENTS
Section 1. Amendments. These bylaws may be amended during the Annual Business Meeting by a majority vote of all member participating leagues represented at such meeting; provided that a quorum is present and all proposed amendments shall have been submitted to the members in writing via US Mail or email no later than thirty (30) days prior to the first day of the Annual Meeting. All amendments to these bylaws shall take effect immediately upon adoption, unless otherwise specified in amendment proposal.
Amended Through April 26, 2018
The Southern Municipal Conference is a network of state municipal leagues sharing information and developing solutions to challenges that affect southern cities.