As amended May 7, 2013 (new version adopted October 18, 2016)
ARTICLE I - NAME AND OBJECTIVES
Section 1 - Name
The name of the Association shall be the Southeastern Association of Fish and Wildlife Agencies.
Section 2 – Objectives of the Association
The objectives of the Association shall be:
- To protect the right of jurisdiction of the southeastern states over their wildlife resources on public and private lands.
- To scrutinize carefully state and federal wildlife legislation and regulations and to offer support or opposition to legislative proposals or federal regulations in accordance with the best interests of the southeastern states.
- To consult with and make recommendations to the federal wildlife and public land agencies in order that federal management programs and programs involving federal aid to southeastern states shall be so conducted as to be in the best interests of the southeastern states.
- To serve as a clearinghouse for the exchange of ideas concerning wildlife and fisheries management, research techniques, wildlife law enforcement, hunting and outdoor safety, and information and education.
- To sponsor cooperative fish and wildlife programs among member states and other entities to address issues of mutual interest and to benefit fish and wildlife resources.
ARTICLE II - Membership/Voting/Dues
Section 1 – Voting Membership
The voting membership shall consist of the fish and wildlife departments, or their equivalents, of the states of Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia, Puerto Rico and Virgin Islands. The Chief Administrative Officer or his/her representative of the member departments shall be hereinafter referred to as the "voting representative". Voting representatives shall constitute the Association’s Board of Directors.
Section 2 –Honorary Membership
By unanimous vote, the Board of Directors may bestow honorary membership upon any individual deemed to have provided outstanding or exemplary service to the accomplishment of the objectives of the Association or to the management and conservation of fish and wildlife resources in the Association’s geographic region. Such membership shall be for the life of the individual.
Section 3 – Annual Meeting
At least one meeting shall be held annually at a time and place selected by a majority vote of the Board of Directors. If conditions are such that the time and place for the regular annual meeting cannot be held as previously scheduled, a time and place may be selected during the interim by a majority vote of the Board of Directors. At the annual meeting, the president and chief financial officer shall report on the activities and financial condition of the Association.
Section 4 – General and Technical Sessions at the Annual Meeting
The Association, together with all other groups and segments of state fish and wildlife departments, other federal and allied agencies and other conservation organizations
may, with the permission of and in accordance with guidelines of the Association, schedule both general and technical sessions at the annual meetings,. Such sessions may include but not be limited to sessions on wildlife, fisheries, law enforcement, information and education, administration, and hunting and outdoor safety.
Section 5 – Spring Directors’ Meeting
The Board of Directors may schedule a meeting in the spring of the year to conduct the business affairs of the Association, hear and take action on committee reports, receive reports from Federal agencies and other entities, and conduct other such activities as may be conducive to achieving the objective of the Association. The time and location of such meeting shall normally be scheduled at the Board of Directors’ annual meeting; however, if not scheduled at that meeting, the meeting must be scheduled not less than 90 days in advance.
Section 6 – Special Meetings
Special meetings shall be held on call of the President subject to the approval of two-thirds of the member state departments at such location as may be specified by the Board of Directors.
Special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting. The presiding officer of the board, the president, or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.
Section 7 - Dues
Membership dues shall be Five Thousand ($5000.00) dollars per year, to be paid by each member state department. Membership dues for Puerto Rico and the U. S. Virgin Islands shall be Five Hundred ($500.00) per year.
Section 8 – Dues Notices
Notice shall be mailed to each member state department in January of each year stating that annual dues are payable. Dues shall be paid by July 1 of each year.
Section 9 - Action by Written Consent
Any action required or permitted to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.
Action taken under this section is effective when the last director signs the consent unless the consent specifies a different effective date.
A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 10 – Quorum
Except as otherwise provided in the articles or these bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins.
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the articles or bylaws require the vote of a greater number of directors.
Section 11 – Conference Calls to Conduct Business
The Board may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
ARTICLE III - Officers
Section 1- Officers
The officers of the Association shall be a President, a Vice president, and a Secretary-Treasurer, who shall be elected annually at the spring meeting of the Board of Directors.
Section 2- Nominations
Nominations for office in the Association shall be made by the Nominating Committee.
Section 3- Election
Officers shall be elected by a majority vote of the Board of Directors.
ARTICLE IV - Voting
Section 1 – Voting Representatives
Each member state department shall be entitled to one (1) vote. Except as otherwise provided, a majority vote shall rule. A voting representative, as defined in Article ll, Section 1, herein, may authorize a proxy vote or proxy representative by providing notice in writing to the Secretary-Treasurer in advance of any meeting or vote
Section 2 – Proxy Votes
Any voting member shall be entitled to appoint a proxy from the voting member’s organization to represent him or her at a meeting which he or she is unable to attend. Such proxy appointment shall be in a written form as provided for by resolution passed by the Board of Directors.
An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form, but no proxy shall be valid for more than three years from the date of the appointment's execution. An appointment of a proxy is revocable by the member.
Appointment of a proxy is revoked by the person appointing the proxy attending any meeting and voting in person, or signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a written statement that the appointment of the proxy is revoked or a subsequent appointment form.
Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
Section 3 – Voice Voting
Except as otherwise provided, all voting shall be by voice; however, any Board member, upon request, shall be granted a vote count by individual member
ARTICLE V Committees
Section 1 – Committee types
There shall be four types of committees: Standing, Technical, Project, and Joint Party. The Board may adopt policies governing the membership, objectives, and operational functions of all committees as necessary to have them serve the best interest of the Association.
Section 2 – Standing Committees
The following Standing Committees shall be appointed by the Board:
The Executive Committee shall be composed of six members of the Association: the President, Vice President, Secretary-Treasurer, immediate Past President, and two other Board members to be appointed by the Board with specific consideration for geographical balance.
The Auditing Committee shall be composed of the Vice President, who shall act as Chairman, and two other Board members appointed by the Board
The following Standing Committees shall be appointed by the President:
- The Resolution Committee shall be composed of four Board members, one of which shall be designated as Chairman by the President.
- The Nominating Committee shall be composed of three Board members, one of which shall be designated as Chairman by the President.
- The Annual Conference Committee shall be composed of representatives of designate Association Technical Committees and other members as may be deemed appropriate by the President or the Board. The President shall appoint one Board member to serve as Chairman of the Committee.
Section 3 – Technical Committees
The President shall appoint such Technical Committees as approved by the Board and as deemed necessary to the conduct of the affairs of the Association.
Section 4 – Project Committees
Project Committees shall be authorized by the Board and appointed by the President for the purposes of establishing, guiding, and administering a specific program(s) or project(s) of the Association.
Section 5 – Joint Party Committees
Joint Party Committees shall be those in which the Board elects to be a participant with other entities for a specific purpose(s). Such committees are not constituted solely by the Association but shall be of assistance in the achievement of its objectives. Association members of Joint Party Committees shall be appointed by the President.
Section 6 – Requirements Apply to Committees
Action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and committee members as well. (Carol)
Indemnification and Insurance
Section 1 – Indemnification
To the extent permitted by Missouri law, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any proceedings, whether civil, criminal, administrative, or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fine and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.
Section 2 - Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Section 7.
Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of the executive committee or members, or otherwise.
ARTICLE VII - Directors Limited Immunity
To the extent permitted by Missouri law, a member of the Board of Directors shall not be personally liability to the corporation or its members for monetary damages for breach of fiduciary duty as a director, provided that the Director has not (1) breached his/her duty of loyalty to the Association or its members; (ii) performed acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; or (iv) derived an improper personal benefit.
ARTICLE VIlI - Amendments to Governance Documents
Section 1- Amendment
The Articles of Incorporation, By-laws, and Rules of Order of the Association may be amended at any regular meeting by two-thirds vote of the Board; provided, however, that proposed amendments shall be submitted to the Secretary-Treasurer in writing at least ninety 60 days prior to the date of the meeting at which the proposed amendment is to be considered.
Section 2 - Notice
Upon receipt, in writing, of a proposed amendment, the Secretary-Treasurer shall mail a copy of said proposal to each member state department at least sixty 45 days prior to the date of the meeting at which the amendment is to be considered.
ARTICLE IX - Revocation of Membership
If for any reason the Association would consider removing a member, a fair and reasonable procedure shall be invoked pursuant to Missouri statute 355.211. In determining whether the procedure in fair and reasonable all of the relevant facts and circumstances shall be taken into consideration. The procedure shall include the following:
(a) Not less than fifteen days prior written notice of the expulsion, suspension or termination and the reasons therefor; and
(b) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place.
Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.
Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of expulsion, suspension or termination.
ARTICLE X - Roberts Rules of Order
Except as otherwise provided, all business of the Association shall be conducted in accordance with Roberts Rules of Order-Revised.
As amended May 7, 2013 (new version adopted October 18, 2016)