Adopted in 1996, as revised March 22, 2005
ARTICLE I
Statement of Purpose
The purposes for which the Mississippi Legislative Conservative
Coalition is organized are to influence the adoption of conservative
legislation in the Mississippi Legislature, and to promote on a bipartisan
basis conservative principles of limited government, free enterprise,
individual liberties, and strong traditional families, at all times
consistent with the progress of our state and with the well-being of our
fellow Mississippians. The Mississippi Legislative Conservative Coalition
may undertake any activities not prohibited by law which are consistent
with, and not contradictory to, the stated purposes, principles and
policies of the organization, including, but not limited to, activities
undertaken on behalf of its members.
ARTICLE II
Office
The principal office of the Mississippi Legislative Conservative
Coalition shall be located within the State of Mississippi. To the extent
practicable, the business affairs of the organization shall be
headquartered at the State Capitol in Jackson, Mississippi. The
Mississippi Legislative Conservative Coalition may have such other offices
as the Board of Directors shall determine or as the affairs of the
organization may require from time to time.
ARTICLE III
Members
Section 1. Qualifications. To be a member of the Mississippi
Legislative Conservative Coalition, a person must be
(1) currently serving as a Representative in the Mississippi House of
Representatives,
(2) must have paid the membership fee for the period of time prescribed
by the Board of Directors,
(3) must receive a majority vote, which shall be made in the form of
secret ballot, by the Board of Directors affirming such membership,
(4) and must meet such other qualifications as any be required by these
Bylaws.
Section 2. Fees. The Board of Directors shall prescribe a yearly
subscription fee for all members. The fee may be changed from time to time
by the Board of Directors.
Section 3. Voting Rights. Each member shall be entitled to one vote on
each matter submitted to a vote of the members.
Section 4. Termination of Membership. The Board of Directors, by
affirmative vote of two-thirds of all of the members of the Board, may
suspend or expel a member for egregious conduct materially inconsistent
with the purposes of the organization as set forth in Article I of these
Bylaws; provided, however, that no member shall be removed pursuant to
this Section 4 based solely on a vote or votes cast by that member in the
House of Representatives. The member in question shall have the right to
be notified not less than two (2) days in advance of any meeting at which
such suspension or expulsion vote is proposed to be taken, and the right
to appear in person at such meeting and to address the Board, should he or
she so choose. The decision of the Board of Directors shall be deemed the
final ruling of the organization, with no appeal allowed.
Section 5. Resignation. Any member may resign by filing a written
resignation with the Secretary, but such resignation shall not relieve the
resigning member of the obligation to pay any dues, fees, or other charges
theretofore accrued and unpaid, nor shall it entitle the resigning member
to a refund of prepaid dues or fees. Non-payment of dues for a period of
thirty (30) days after such dues become payable shall be deemed as an
automatic resignation, and such member thereupon shall be dropped from the
current list of members.
Section 6. Reinstatement. Upon written request signed by a former
member and filed with the Secretary, the Board of Directors may, by the
affirmative vote of a majority of the members of the Board, reinstate such
former member to membership.
Section 7. Transfer of Membership. Membership in the Mississippi
Legislative Conservative Coalition is not transferable or assignable.
Section 8. Annual Meeting. An annual meeting of the members shall be
held in or around the city of Jackson, Mississippi, after the first
Tuesday following the first Monday in January and before January 15 of
each year, or, with proper notice, at such other time and place designated
by the Board of Directors.
Section 9. Special Meeting. Special meetings of the members may be
called by the President, the Board of Directors, or not less than
one-tenth of the members having voting rights.
Section 10. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Mississippi, as the place of
meeting for any annual meeting or for any special meeting called by the
Board of Directors.
Section 11. Notice of Meetings. By or at the direction of the
President, the Secretary, the officers or persons calling the meeting,
written or printed notice of the meeting shall be delivered, either
personally or by mail, to each member entitled to vote at such meeting.
Such notice shall state the place, day and hour, and shall be delivered
not less than ten (10) nor more than fifty (50) days before the date of
such meeting, unless the legislature is in session, in which event 24-hour
notice shall suffice. The agenda for the meeting shall be stated in the
notice. Only items on the agenda may be acted upon unless two-thirds of
those members present vote to amend the agenda. If mailed, the notice of a
meeting shall be deemed to be delivered when deposited in the United
States mail addressed to the member at his address as it appears on the
records of the corporation, with postage thereon prepaid. Any member
entitled to receive notice may waive such notice in writing either before
or after the meeting for which the notice applies.
Section 12. Quorum. Members constituting one-fourth (1/4) of the
membership shall be considered a quorum at any meeting. If a quorum is not
present at any meeting of members, a majority of the members present may
adjourn the meeting from time to time without further notice.
ARTICLE IV
Board of Directors
Section 1. General Powers. The affairs of the Mississippi Legislative
Conservative Coalition shall be managed by its Board of Directors. All
powers not specifically granted to the Board are reserved to the members.
Section 2. Number, Tenure, and Qualifications. The number of Directors
shall be nine (9), unless the immediate past President wishes to serve as
provided hereinbelow, in which case the number of Directors shall be ten
(10). The number of Directors may be increased or decreased from time to
time by majority vote of the membership, but in no event shall the number
be less than three (3). When an immediate past President of the Board of
Directors remains in the Legislature and wishes to continue to serve the
organization, he or she shall remain a member of the Board of Directors -
in addition to the authorized number of directors - with full voting
privileges for one two-year term. No decrease shall have the effect of
shortening the term of any incumbent Director. Each Director must be a
member of the Mississippi Legislative Conservative Coalition, and shall
hold office as Director for a term of two years from the meeting in which
he or she is elected, and until a successor shall have been elected;
except that the directors elected in 1998 shall serve only until the
election of their successors, which shall take place at the end of the
1999 legislative session. Each Director may serve a maximum of three
consecutive terms.
Section 3. Election. At or near the end of the legislative session in
odd-numbered years, the membership shall elect a board of directors of the
Mississippi Legislative Conservative Coalition. Officers shall be elected
one at a time. All remaining directors shall be elected in a manner set
forth by the Board of Directors, but no director may be elected without
receiving a majority of votes of those present and voting. At least a
majority of the members must participate for the election to be valid. The
Board of Directors shall determine the procedures for the election where
not specified in the Articles or the Bylaws.
Section 4. Regular Meetings. A regular annual meeting of the Board of
Directors shall be held, without call or notice, in or around the city of
Jackson, Mississippi, immediately following each annual meeting of the
members, and at such other times and places as the Board of Directors may
determine.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any four (4)
Directors. The time and place will be announced upon notification of
special meeting.
Section 6. Notice and Waiver. Notice of all special meetings of the
Board of Directors shall be given at least one (1) hour prior thereto
while the Legislature is in session, and at least three (3) days prior
thereto during times when the legislature is not in session. Notice may be
oral or in writing, by telephone, mail, personal delivery, or personal
notification. Notice shall specify the time and place of the meetings. The
business to be transacted at the meeting shall be specified in the notice;
provided, however, the Board is not limited to the matters stated in the
notice. Any Director may waive notice of any meeting either before or
after the meeting for which such notice applies. The attendance of a
Director at any meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose
of objecting to the transaction of business on grounds the meeting is not
lawfully called or convened. Notwithstanding the notice provisions set
forth in this Section 6, the President may give valid oral notice during
any regular or special meeting of the membership of a special-called Board
meeting to take place immediately upon adjournment of said membership
meeting, and such notice shall be valid for all purposes.
Section 7. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the
Board; but if less than a majority of the Directors are present, a
majority of the Directors present may adjourn the meeting from time to
time without further notice. Any five Directors shall constitute a quorum.
Section 8. Manner of Acting. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors, unless the act of a greater number is required by law
or these Bylaws.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number
of Directors may be filled by the affirmative vote of a majority of the
membership. In the event that a member of the Board of Directors is unable
to fulfill his or her duties on the Board for a limited period of time,
the resulting vacancy may be filled by the majority vote of the
membership. The individual selected to fill a temporary vacancy shall
serve on the Board with full voting privileges for the remainder of the
unexpired term to which he or she was elected.
Section 10. Compensation. Directors shall receive no salary for their
services, but by general resolution of the Board of Directors, reasonable
expenses of attendance at regular meetings may be paid. Directors'
reasonable expenses for attendance at special meetings may be paid upon
specific resolution of the Board.
Section 11. Informal Action by Directors. Any action required to be
taken, or which may be taken at a meeting of the Board of Directors, may
be taken without a meeting if a consent in writing setting forth the
action so taken shall be signed by all of the Directors.
Section 12. Resignations and Removals. Any Director may resign at any
time. A Director who fails to attend three consecutive, regular meetings
of the Board of Directors may be removed without notice by vote of the
membership. The membership shall have the right, at any time, to remove
any Director, with or without just cause, by two-thirds vote. If a
Director is removed, a Director to fill the vacancy shall be elected in
the manner set forth above.
Section 13. Attendance by Telephone. Members of the Board of Directors
may participate in and hold a meeting of such Board by means of conference
telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at
such meeting.
ARTICLE V
Officers
Section 1. Officers. The officers of the Mississippi Legislative
Conservative Coalition shall be a President, one or more Vice Presidents
(the number thereof to be determined by the Board of Directors), a
Secretary, a Treasurer, and such other officers as may be elected in
accordance with the provisions of this Article. Any two or more offices
may be held by the same person, except the office of President. All
officers shall have the authority and perform the duties prescribed by
law, by these bylaws, and by the Board of Directors. All officers must be
members of the Mississippi Legislative Conservative Coalition.
Section 2. Election and Term of Office. The officers of the Mississippi
Legislative Conservative Coalition shall be elected biannually by the
membership, and shall serve as voting members of the Board of
Directors. Each officer shall hold office until his or her successor shall
have been duly elected and shall have qualified.
Section 3. Removal. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Mississippi
Legislative Conservative Coalition would be served thereby.
Section 4. Vacancies. If a vacancy occurs in any office, the membership
shall elect a replacement at the next meeting of the full membership, such
election to be conducted in the manner described in these Bylaws for
election of officers. The Board of Directors may elect a member of the
Board of Directors to serve in that officer's capacity between the time of
the vacancy and the election of a successor.
Section 5. President. The President shall be the principal executive
officer of the Mississippi Legislative Conservative Coalition and shall in
general supervise and control all of the business and affairs of the
organization. He or she shall preside at meetings of the Board of
Directors. He or she may sign, with the Secretary or any other proper
officer authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws or by statute to some other officer or agent of the organization;
and in general he or she 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 6. Vice President. In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the
order of their election) shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any 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 7. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond of the faithful discharge of his or her duties
in such sum and with such surety or sureties as the Board of Directors
shall determine. He or she shall have charge and custody of and be
responsible for all funds and securities of the Mississippi Legislative
Conservative Coalition; receive and give receipts for moneys due and
payable to the organization from any source whatsoever, and deposit all
such moneys in the name of the organization in such banks, trust companies
or other depositories as shall be selected by the Board of Directors;
cause to be prepared and timely filed with the proper authority such
reports, tax returns and other filings as may be required by federal or
state law; and in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to
him or her by the President or by the Board of Directors.
Section 8. Secretary. The Secretary shall keep the minutes of the
meetings of the Board of Directors in one or more books provided for that
purpose; see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; and in general perform
all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or by the
Board of Directors.
Section 9. Officers shall receive no salary for their services, but by
general resolution of the Board, reasonable expenses of the officers for
performance of official duties may be paid.
ARTICLE VI
Miscellaneous Provisions
Section 1. Agents and Representatives. The Board of Directors may
appoint such agents and representatives of the Mississippi Legislative
Conservative Coalition with such powers and to perform such act or duties
on behalf of the organization, and such authority may be general or
confined to a specific instance; and unless so authorized by the Board of
Directors, no officer, agent, or employee shall have any power or
authority to bind the organization by any contract or engagement, or to
pledge its credit, or to render it liable pecuniarily for any purpose or
to any amount.
