MLCC Bylaws

 

Bylaws of the
Mississippi Legislative Conservative Coalition
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.

Section 2. Contracts. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Mississippi Legislative Conservative Coalition, 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.

Section 3. Banking Transactions. All checks, drafts, notes, or other negotiable instruments or obligations of the Mississippi Legislative Conservative Coalition shall be endorsed, signed, executed, or issued by such officer or officers or agent or agents of the organization and in such manner as shall from time to time be determined by resolution of the Board of Directors; provided, however, that in the absence of a resolution of the Board of Directors such matters shall be included within the duties of the Treasurer of the organization.

Section 4. Fiscal Year. The fiscal year of the Mississippi Legislative Conservative Coalition shall be the calendar year.

Section 5. Interest of Directors, etc. Subject to the restrictions of Sections 6 and 7 of Article VI, the Mississippi Legislative Conservative Coalition may enter into contracts or other transactions with any other corporation, person, firm, association, trust or entity even though one or more of the directors or officers of this organization may be a party to or interested directly or indirectly in such contracts or transactions in some capacity other than as a director or officer of this organization, but, if any director or officer of the Mississippi Legislative Conservative Coalition having such other interest acts in any way for or on behalf of this organization in connection with such matter, such other interest shall be made known to the Board of Directors before it finally authorizes or approves such contract or transaction.

Section 6. Prohibition Against Sharing in Corporate Earnings. No director, officer, or employee of or member of a committee of or person connected with the Mississippi Legislative Conservative Coalition, or any other private individual, shall receive at any time any of the net earnings of pecuniary profit from the operations of the organization, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the organization; provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Mississippi Legislative Conservative Coalition in effecting any of its purposes as shall be fixed in accordance with these Bylaws. Upon such dissolution or winding up of the affairs of the organization, whether voluntary or involuntary, the assets of the organization, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to entities which are qualified as exempt organizations under the provisions of Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1954 and its Regulations as they now exist or as they may hereafter be amended.

Section 7. Exempt Activities. Notwithstanding any other provision of these bylaws, no director, officer, employee, or representative of the Mississippi Legislative Conservative Coalition shall take any action or carry on any activity by or on behalf of the organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(4) of the Internal Revenue Code of 1954 and its Regulations as they now exist or as they may hereafter be amended.

Section 8. Fund Raising. The Mississippi Legislative Conservative Coalition, through its Board of Directors, shall formulate and carry into effect such programs and projects or activities and applications for the raising of funds as may be necessary to defray the expenses of the organization.

Section 9. Budget. Before incurring any expenses of any kind or nature, the officers shall prepare and submit, for the approval of the Board of Directors, a detailed budget, and no expenses shall be incurred in excess of such budget, except upon approval of the Board of Directors. Thereafter, budgets for annual operations shall be similarly so prepared and submitted to the Board of Directors for their approval.

ARTICLE VII

Minutes and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors.

ARTICLE VIII

Amendments to Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by at least a majority of the membership or by a majority of the Directors at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting. Any change by the Board must be ratified by at least a majority of the membership at its next meeting.