Bylaws of Southern Municipal Conference, Inc.

ARTICLE I.
Name and Office

Section 1. Name

This organization shall be known as the SOUTHERN MUNICIPAL CONFERENCE, INC. (hereinafter referred to as the “Conference”). 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

The purpose of the Conference 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. The basic objectives of the Conference are:

  1. Policy – to provide an effective forum for state municipal league leaders regarding national, state, and local issues affecting municipal governments in the region; to develop positions on these issues when appropriate; to communicate such positions to the National League of Cities (NLC); and to assist the NLC in advancing those positions.
  2. Information exchange and staff development – to serve as a forum for the exchange of comparative research and information among participating leagues and to facilitate staff development through cooperatively sponsored training and educational programs.
  3. Regional meetings and conferences – to conduct meetings and conferences for member leagues.

ARTICLE III.
Membership

Membership in the Conference 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 Conference’s Board of Directors.

ARTICLE IV.
Dues

Section 1. Annual dues

The dues of the Conference shall be an annual assessment upon the participating state municipal leagues. Such assessment shall be the same for each participating municipal league and shall be in an amount as prescribed by the Conference’s Board of Directors. Membership dues shall be payable annually at the beginning of the Conference’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 Conference’s fiscal year or the due date as determined by the Conference’s Board of Directors shall cease to be in good standing.

ARTICLE V.
Fiscal Year

The fiscal year for the Conference shall coincide with the calendar year and run from January 1 until December 31.

ARTICLE VI.
Board of Directors, Officers and Executive Committee

Section 1. Board of Directors

The Board of Directors of the Conference 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 officers of the Southern Municipal Conference shall be elected by the Conference’s Board of Directors:

  1. A Chairman
  2. A Vice Chairman; and
  3. A Secretary-Treasurer

The Chairman must be a member of the Board of Directors at the time he/she is elected. The Vice Chairman must be a current or former member of the Board of Directors at the time he/she is elected. These officers plus the immediate past chairman and two league directors also elected by the Board of Directors shall comprise the Conference’s Executive Committee. No state shall have more than one (1) member on the Executive Committee, exclusive of the Secretary-Treasurer.

Section 3. Qualifications, Term, and Vacancy

(a) Qualifications

Each member of the Board of Directors must at all times during that member’s term of office be a qualified official of a participating state municipal league. The qualified officials of a participating state municipal league shall be deemed to be (1) the executive director of the league and (2) an elected official from a member of that league, who is designated by that league as a representative to the Conference’s Board of Directors. To remain a qualified official of a participating state municipal league, the official must continue to be employed as the executive director of the participating league in the case of a state league director, and in the case of the designated elected official, must continue to be an elected official and a member of the participating municipal league.

With the exception of the Secretary-Treasurer, members of the Executive Committee must be members in good standing of the Board of Directors.

(b) Term

The terms of the office for the Board of Directors and its Officers shall be approximately one (1) year commencing on the first day next following the meeting at which elected and until the next meeting at which a successor has been chosen and qualified. The term of the office for the two league directors on the Executive Committee shall be approximately two (2) years, commencing on the same day as the term of the Board of Directors and until a successor has been chosen and qualified. The term of one league director shall become vacant each year.

(c) Vacancy

A vacancy shall occur in any office of the Conference when the person holding that office resigns or ceases to be a qualified official of a participating state municipal league. Vacancies on the Board of Directors shall be filled by the participating state municipal league. Vacancies on the Executive Committee, including the offices of Chairman, Vice-Chairman, and Secretary-Treasurer, shall be filled by the remaining members of the Board of Directors. Each person so appointed or elected shall serve the unexpired term.

Section 4. Nomination of Officers

Nomination of Executive Committee members shall be made by a three (3) member Nominating Committee appointed by the Chairman from the membership of the Board of Directors. The Nominating Committee shall submit its report during the Fall annual meeting of the Board of Directors.

Section 5. Duties of Officers

(a)Board of Directors

It shall be the duty of the Board of Directors to conduct the lawful business of the Southern Municipal Conference, Inc. and to submit an annual report to its members. The duties of the officers shall be those prescribed by there by-laws or customarily incident to such office. The Board of Directors is authorized and empowered to receive, accept, and hold and use on behalf of the Conference dues, gifts, grants, donations, devises and bequests of real, personal, and mixed property of every kind and description.

(b) Chairman

The Chairman shall have the general supervision and charge of the affairs of the Conference and shall be responsible for the implementation of the plans and policies set by the Board of Directors and shall make such reports as may be necessary concerning the affairs of the Conference.

(c) Vice Chairman

The Vice Chairman shall assist and aid the Chairman whenever required in carrying our the duties of the Chairman and shall perform such other duties as may be assigned by the Chairman and shall serve in the absence of the Chairman.

(d) Secretary-Treasurer

The Secretary-Treasurer shall keep the official minutes and records of the Conference, receive, deposit, and account for funds of the Conference, and perform such other duties as prescribed by the Board of Directors.

(e) Executive Committee

The Executive Committee shall be empowered to act on behalf of the Board of Directors and perform all duties authorized by the Directors except those duties as may be limited by these By-laws.

ARTICLE VII.
Meetings

Section 1. Meetings of Membership

An Annual Leadership Meeting of the Conference shall be held in the Spring of each year at a date, time, and location as determined by the Board of Directors. In addition to the Annual Leadership Meeting, the Conference 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 Conference 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 Board of Directors

The Board of Directors shall hold an Annual Business Meeting in the Fall of each year at a date, time, and location as designated by the Chairman upon thirty (30) days written notice mailed to the members of the Board. At that meeting, the Board of Directors will elect the members of the Executive Committee, adopt a work plan, and set the level of dues for the next year. The Board of Directors shall hold such additional meetings as may be necessary and duly called by the Chairman or any five (5) members of the Board upon a minimum of ten (10) calendar days written notice mailed to the members of the Board stating the purpose or purposes of such meeting. In this section, any reference to “mail” shall be defined to include “e-mail”.

ARTICLE VIII.
Voting and Quorum Requirements

Section 1. Voting

At all meetings of the Conference 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 the Conference and its Executive Committee shall be by a show of hands unless a roll call is demanded by a majority of those present and voting.

Section 2. Quorum Requirements

In order to conduct the business of any meeting of the Conference 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 Conference Board of Directors and/or its Executive Committee where a quorum is present.

ARTICLE IX.
Committees

Section 1. Appointments

The Board may create, dissolve, or merge standing committees. The Chairman 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 Chairman 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 Meeting of the Conference. Section 3. Ex Officio Members The Chairman shall be an ex officio member of all committees.

ARTICLE X.
Budget, Audit and Staff

Section 1. Budget

The Board of Directors shall approve an annual budget for the Conference. Such budget shall be prepared and submitted by the Secretary-Treasurer at least thirty (30) days prior to the Annual Meeting of the Board of Directors.

Section 2. Audit

The Secretary-Treasurer shall provide for an accurate accounting and audit of all funds of the Conference.

Section 3. Staff

The Board shall provide for such staff support as it may deem necessary.

ARTICLE XI.
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.
Amendments

These by-laws may be amended at any meeting called in accordance with this article, by a two-thirds vote of all member participating state municipal leagues; provided, however, that a majority vote of all member participating state municipal leagues represented at any such meeting, a quorum being present, shall be sufficient if notice of the proposed amendment and the language of such proposal shall have been mailed to each participating member state league not less than sixty (60) days prior to such meeting. These by-laws may also be altered or amended by an affirmative vote of a majority of those member participating state leagues which respond to mailed ballot, when such mailing is authorized by the Board of Directors, upon such terms and conditions as may be prescribed by the Board. In this article, any reference to “mail” shall be defined to include “e-mail”.

Amended Through 04/12/03

Southern Municipal Conference

The Southern Municipal Conference is a network of state municipal leagues sharing information and developing solutions to challenges that affect southern cities.

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