AMENDED AUGUST 1, 2005
Section 1. General.
The name of this corporation is Montana
Economic Developers Association, hereinafter referred to as the “Association”.
ARTICLE II. PURPOSE AND OBJECTIVES
Section 1. General Purpose. The Association is organized
under the Montana Non-Profit Corporation Act and shall be operated exclusively
for charitable, educational, religious, or scientific purposes within the
meaning of Section 501c(3) of the Internal Revenue Code.
Section 2. Specifics Objectives. The Association shall provide educational seminars,
workshops, and conferences to advance the economic development profession;
conduct research and studies to stimulate the interchange of ideas and
experiences; develop network and communications systems to disseminate
information; act as a clearinghouse and contact point within Montana for other
state, regional, national, and international economic development organizations
and agencies; and otherwise conduct lawful activities and transactions
consistent with its purpose.
ARTICLE III. MEMBERSHIP
Section 1. General. Membership in this Association shall be open to those individuals engaged in promoting community and economic development in Montana on a full-time basis or who are employed by an organization or agency which has as one of its primary missions (i.e. devotes a significant portion of its budget and staff time) the fostering and promoting of economic development.
Section 2. Classes of Membership. There shall
be four (4) classes of membership: economic development organization, business,
government, and honorary.
Section 3. Qualifications of Membership Economic
Development Organization membership shall
be open to individuals employed in a professional staff capacity by a
non-profit lead economic development agency or organization or staff of a
Certified Regional Development Corporation or other non-profit organization
which has as one of its missions the fostering of economic development in
Montana. Business membership shall be
open to individuals employed by private industry as specialists or staff in
economic development. Government
membership shall be open to individuals employed by a government or agency of
government who devote a significant portion of their time to the field of
economic development. Honorary membership shall be granted on a case-by-case
basis by the Board of Directors to those individuals recognized for their
leadership and impact on economic development and the economic development
profession in Montana.
Section 4. Application. An individual shall apply for membership by
submitting an application for membership and paying the appropriate dues to the
Secretary of the Association. The
amount of dues shall be determined from time to time by the Board of Directors.
Section 5. Termination of Membership. Any member
may terminate his or her membership by submitting a letter of resignation to
the Secretary of the Association.
Failure to pay dues as prescribed by the board or terminating employment
in the qualifying field of economic development shall automatically cause the
termination of membership.
Section 6. Transfer.
Membership shall be in the name of an
individual person, according to the classification and qualification method
described in Sections 2 and 3 above, and shall not be transferable from one
person to another.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers. Full control of the affairs of
the Association shall be vested in the Board of Directors, the members of which
shall serve without monetary compensation.
Section 2. Size of Board. The Board of Directors shall
consist of not less than eleven (11) nor more than twenty-two (22) members, all
of whom shall have full and equal voting privileges. Additionally, the Board of Directors may provide for non-voting,
ex-officio directors to serve from time to time.
Section 3. Composition. In order to maintain the continuity of the
Association and guarantee representation on the Boards of Directors of area
economic development entities representing the widest population base while
insuring geographic diversity, board membership will be comprised of two
groups—permanent directors and rotating
directors—as follows:
A.
There shall be nine (9
permanent directors, each of whom shall
hold the position of either the chief executive officer, executive director or
chief professional administrator of the following private sector, non-profit
economic development entities: Anaconda
Local Development Corporation, Bear Paw Development Corporation of Northern
Montana, Big Sky Economic Development Authority, Butte Local Development Corporation, Gallatin Development
Corporation, Gateway Development Corporation, Great Falls Development
Authority, Montana West Economic Development,
and Missoula Area Economic Development Corporation. Each of these directors shall serve
continuously until such time as these By-Laws may be amended.
B.
Up to twelve (12)
rotating directors – at least two of which shall be “business members” and one
of which shall be a Native American involved in economic development – shall be
chosen by the membership from among the
remaining members of the Association to serve two year terms on the board. Board members shall be chosen with the goal
of having an approximately equal number of rotating director’s terms expire
each year. Due consideration shall be
given to geographic distribution, community size, and class of membership in
selecting rotating board members.
C.
The elected secretary
of the association shall serve on the Board of Directors as an ex officio
member, by virtue of his/her position.
Section 4. Meetings. The members
of the association determined to be in good standing by the Secretary of the
Association 48 hours prior to the commencement of the annual meeting shall be
eligible to vote at the annual meeting of the Association, which will be held
at such time and place designated by the board, at which time it shall select
directors as provided in Section 3 above, elect the officers of the
Association, and conduct such other business as may be appropriate for an
annual meeting. In addition, the board
shall hold regular meetings approximately once a quarter for the purposes of
conducting the business of the Association.
Such meetings may be held in conjunction with the annual meeting,
Association conferences, or other activities as determined by the board. Special meetings may be called at anytime by
the President and/or two members of the executive committee, providing notice
is given as provided in Section 5 below.
It is a general expectation that all board members take an active role
and participate in meetings as scheduled.
Section 5. Notices. Written
notice of regular and special meetings of the Board of Directors shall be given
at least 48 hours previous thereto, by mail, e-mail or fax to each director
to his or address as shown on the records of the Association.
Section 6. Quorum. A majority (51%) of the directors in office
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors. Fifty-one percent
of the members of the Board of Directors either physically present or connected
via conference telephone or other appropriate communications channels as
designated by the Board of Directors, shall constitute a quorum for the
purposes of transacting business.
Section 7. Vacancies. Vacancies on the Board of Directors may be
filled at any meeting of the Board of Directors. Directors so elected shall serve for the unexpired term of his or
her predecessor.
Section 8. Removal. Any member may be removed from membership by a
majority vote of the Board of Directors only for cause, which is defined as
failure to pay dues or inactive participation.
Section 9. Proxy Vote. Proxy voting is not allowed at MEDA board
meetings.
ARTICLE V. OFFICERS
Section 1. Officers. To be eligible to hold an office on the
board of directors the individual must be a current member of the board and
have served a minimum of one year on the board. The officers of the Association shall
be a President, a Vice-President, a Secretary, a Treasurer and a
Past-President. Collectively, the
officers shall constitute the executive committee of the Association.
Section 2.
Election and Term. The membership shall
elect all officers for one-year terms at its regular annual meeting. Officers may be re-elected for more than one
term and may be removed by the Board of Directors whenever in its judgment the
best interests of the Association would be served thereby.
Section 3. Duties.
The duties and powers of the officers
of the Association shall be as follows:
A.
The President shall
preside at meetings of the Board of Directors, shall have general supervision
over the affairs of the Association, and shall communicate to the Association
and the Board of Directors such matters as may be proper to promote the
objectives of the Association. The
President shall see that all records and reports of the Association are properly
maintained and filed according to law and shall perform such other duties as
are incident to the office of President.
B.
The Vice-President
shall perform the duties of the President in the absence of the President or in
the event of the President’s inability or refusal to act, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice-President shall
perform such other duties incident to the office of Vice-President and those
that may from time to time be assigned by the Board of Directors.
C.
The Secretary shall
keep the minutes of the meeting of the Board of Directors, shall see that all
notices are duly given in accordance with the provisions of these By-Laws,
shall maintain the current list of Association members and shall perform all
duties incident to the office of the Secretary and such other duties as from
time to time may be assigned by the Board of Directors.
D.
The Treasurer shall
have custody of all funds of the Association, shall receive all moneys paid
into the accounts of the Association—including membership
dues, shall pay or cause to be paid out of the funds
on hand all debts of the Association—subject to approval by the President or
the Board of Directors, shall keep or cause to be kept such books as will show
a true record of the financial transactions of the Association, and shall
render a statement of such accounts and records in such form as the Board of
Directors may require. The Treasurer
shall, when required by the Board of Directors or legal mandate, give the Association
a bond for the faithful discharge of his or her duties in such amount and with
such surety as the board may prescribe—the cost of such bond to be borne by the
Association. The Treasurer shall
perform all duties incident to the office of Treasurer and such other duties as
form time to time may be assigned by the Board of Directors.
E.
The Past President
shall serve on the Executive Committee of the Association and perform such
functions as are allocated to the Executive Committee.
Section 4. Vacancies. All
vacancies in any office shall be filled by the Board of Directors without undue
delay, at a regular meeting, or at a meeting specially called for that purpose.
Section 5. Compensation. Officers shall serve without
compensation, but shall receive such reimbursement for expenses incurred on
behalf of the Association as approved by the Board of Directors.
ARTICLE VI. COMMITTEES
Section 1. Permanent Committees. The
following committees shall be permanent committees:
A.
Nominations Committee
B.
Legislative and Public
Policy Committee
C.
Scholarship Committee
E.
Executive Committee
Section 2. Ad Hoc
Committees. In addition to permanent
committees, the Board of Directors shall create such ad hoc committees, as it shall determine from time to time.
Section 3. Appointments. The President shall appoint such Association
members to ad hoc and
permanent committees as he or she shall deem appropriate and shall designate
one member to act as chair. The Executive Committee shall consist of the
President, Vice-President, Secretary, Treasurer and Past-President of the
Association.
Section 4. Quorum. A majority of any committee, physically
present or connected via conference telephone or other appropriate
communication media, shall constitute a quorum for a meeting.
Section 5. Duties of Permanent Committees
A. Executive Committee – When the Board of Directors is not in session, the Executive Committee shall have all the powers of the Board, except those specifically reserved by the Board of Directors, provided, however, that all expenditure of funds by this Association must be approved by the Board of Directors. All authority granted to the Executive Committee may be revoked by the Board of Directors at any time, but all actions taken by the Executive Committee or under authority granted by it while its authority shall remain unrevoked by the Directors shall be and remain effectual and valid for all purposes.
B. Nominations Committee – The Nominations Committee shall annually provide
the Membership with a list of nominees for any
vacant Board position so that the Membership may
act upon those recommendations in conformance with the provisions of these
by-laws. The Nominations committee shall also annually submit to the same
process nominations for all officer positions of the association.
C. Legislative & Public Policy
Committee – The Legislative and Public Policy
Committee shall consider and prepare a legislative agenda for the consideration
and action by the association; decide and act upon legislative issues as they
come up during legislative sessions; coordinate lobbying at Legislative
sessions; consider and advance other public policy issues on behalf of the
organization, including issues related to local, state and federal government
policies as well as rules and regulations that might be advanced by a
governmental entity.
D. Scholarship Committee – The scholarship committee shall review all
applications for scholarships and present recommendations to the Board of
Directors for action.
ARTICLE VII. MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year shall be the
same as the calendar year, January 1 to December 31.
Section 2. Rules of Order. All meetings of the
Association’s Board of Directors and its committees shall be governed by Robert’s
Rules of Order, Revised.
Section 3. Indemnification of Directors and Officers. Each
director or officer now, or hereafter, serving the Association and each person
who at the request of, or on behalf of the Association is now serving or
hereafter serves as a director or officer of another corporation, shall be
indemnified by the Association to the fullest extent provided by law and in
accordance with the Montana Non-Profit Corporation Act.
ARTICLE VIII. AMENDMENTS
Section 1. General.
These By-Laws may be amended in whole
or in part from time to time by the Board of Directors by a 2/3 majority vote
of the board members present at a meeting duly called for that purpose.
Section 2. Notice.
Notice of the intent to amend shall be given by providing a copy
of the proposed amendment to each members of the Board of Directors.
THE FOREGOING BY-LAWS WERE INITIALLY ADOPTED BY THE
INITIAL BOARD OF DIRECTORS OF THE MONTANA ECONOMIC DEVELOPERS ASSOCIATION, A
MONTANA NON-PROFIT CORPORATION, AND MOST RECENTLY AMENDED BY THE BOARD OF
DIRECTORS ON THE FIRST DAY
OF AUGUST, 2005.
Officer
Attest:
Secretary