Our Constitution & By-Laws
CONSTITUTION AND BYLAWS
COUNCIL OF SOUTHERN COUNTY ASSOCIATIONS
Article I
Name
This organization shall be known as the Council of Southern County Associations (hereinafter referred to as the "Council"). The term "Association(s)" when hereinafter used in the text shall also refer to a State Association of Counties, or comparable association representing counties within a state inside the region served by the Council.
Article II
Purpose and Objectives
The purpose of the Council shall be to provide an opportunity for the directors and staff of southern county associations to share mutual political and policy concerns with their counterparts throughout the southern region. The basic objectives of the Council are:
1. Information exchange and staff development - to serve as a forum for the exchange of comparative research and information among participating associations and to facilitate staff development through cooperative sponsored training and educational programs.
2. Policy - to establish a cohesive effective voice for a stronger federal-state-local partnership and relationships in the region in the development and implementation of county policy issues particularly on the evolving role of county government
3. Regional relationships - to work with other regional bodies, including state legislators, federal regions and municipal groups to address problems of joint concern.
4. Research - to provide a mechanism for carrying out research and information development on a regional basis on issues of mutual concern.
Article III
Membership
Membership in the Council shall be limited to state county associations from the following states: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, and West Virginia.
Article IV
Dues
The annual dues of the Council shall be based upon an assessment among the participating state county associations. Such assessment shall be in an amount as prescribed by the Council's Board of Directors and based on a proposed budget. The dues formula will be recommended by the Executive Committee. Membership dues shall be payable annually in advance at the beginning of the Council's fiscal year or as may be otherwise determined by the Board of Directors.
Article V
Officers and Board of Directors
Section 1.
(a) Board of Directors. The Board of Directors shall consist of Executive Director, comparable association official, or his or her designee from each state association.
(b) Officers. The following officers of the Southern County Council shall be elected by the Board of Directors:
1. A Chair;
2. A Vice-Chair;
3. A Secretary-Treasurer; and
4. A Past Chair.
(c) Executive Committee. The Executive Committee of the Council shall consist of the four officers named above. 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 this constitution and these Bylaws.
Section 2. Qualifications. Term. Vacancy.
Each member of the Board of Directors shall at all times during that member's term of office be a qualified official of the participating state county association. The qualified official of a participating county association shall be deemed to be the executive director of the association or a representative of that association as designated by that association. The terms of the office shall be two (2) years commencing on the first day next following the meeting at which elected and until a successor has been chosen and qualified. A vacancy shall occur in any office of the Council when the person holding that office resigns or ceases to be an executive director or elected official of the participating county association. All vacancies in the officers shall be filled by the Board of Directors and each person so elected or appointed shall serve for the unexpired term. In the absence of the Chair and Vice Chair, the Board of Directors shall appoint one of its members to perform the duties of the Chair.
Section 3. Nomination of Officers.
Nomination of officers shall be made by a three (3) member Nominating Committee appointed by the Chair. The Nominating Committee shall submit its report during the business session of the annual conference, or during an appropriately timed convening of its membership.
Section 4. Duties.
(a) Board of Directors. It shall be the duty of the Board of Directors to conduct the lawful business of the Council and to submit an annual report to its members. The duties of the officers shall be those prescribed by this constitution and bylaws or customarily incident to such office or as may be designated by the Board of Directors. The Board of Directors is authorized and empowered to receive, accept and hold and use on behalf of the Council dues, gifts, grants, donations, devises and bequests of real, personal and mixed property of every kind and description.
(b) Chair. The Chair shall be the general supervision and charge of the affairs of the Council 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 Council.
(c) Vice-Chair. The Vice-Chair shall assist and aid the Chair whenever required in carrying out the duties of the Chair and shall perform such other duties as may be assigned by the Chair.
(d) Secretary-Treasurer. The Secretary-Treasurer shall keep the official minutes and records of the Council, receive, deposit and account for funds of the Council, and perform such other duties as prescribed by the Board of Directors.
(e) Past Chair. The most immediate past Chair of the Council, or another individual selected by the Council to serve in this capacity, shall participate as part of the Executive Committee, and shall assist and perform such other duties as may be assigned by the Chair.
Section 5. Meeting of the Board of Directors.
(a) Annual Meeting. The Board of Directors shall hold an annual meeting at such time and place as designated by the Chair upon thirty (30) days written notice communicated to the members of the Board.
(b) Special Meetings. The Board of Directors shall hold such additional meetings as may be necessary and duly called by the Chair or any five (5) members of the Board upon a minimum of ten (10) calendar days written notice to the members of the Board stating the purpose of such meeting. Emergency meetings and conference calls shall be authorized by the Chair, or when notice thereof is waived by the Board.
(c) Quorum. In order to conduct the business of any meeting, the presence of one third of the members of the Board shall constitute a quorum necessary to conduct business. The affirmative vote of a majority of the members present shall be required for the adoption of any motion or resolution by the Board at any meeting where a quorum is present.
Article VII
Meetings of Membership
Section 1. Other Meetings.
In addition to the Annual Meeting, the Council may have such other regular meetings at a date, time and place as may be determined by the Board of Directors.
Section 2. Special.
Special meetings of the Council shall be called upon the official written request of at least four (4) participating county associations within thirty (30) days of the request.
Section 3. Quorum.
The representative of a majority of those member Associations present at a meeting shall constitute a quorum at any meeting of the Council.
Article VIII
Voting
Except when otherwise provided, all voting at meetings of the Council shall be via voice unless a roll call is demanded by a majority of those states present and voting. A majority of the votes cast shall be necessary for a decision. Each state association shall only be entitled to one vote regardless of the representatives present.
Article IX
Committees
Section 1. Appointment.
The Board may create, dissolve or merge standing committees. The Chair may create, dissolve or merge such ad hoc committees as may be deemed necessary for the proper conduct of the work of the organization. The Chair 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 Council.
Section 3. Ex Officio Members.
The Chair shall be an ex officio voting member of all committees.
Article X
Budget, Audit, Staff
The Board of Directors shall approve an annual budget for the Council. Such budget shall be prepared and submitted by the Secretary-Treasurer at least thirty (30) days prior to the Annual Meeting. The Secretary-Treasurer shall provide for an accurate accounting and audit of all funds of the Council. The Board shall provide for such staff support as it may deem necessary.
Article XI
Amendments
This constitution and these bylaws may be amended at any meeting called in accordance with this article, by a two-thirds vote of all member participating county associations; provided however, that a majority vote of the members of the participating county associations represented at any such meeting, a quorum being present, shall be sufficient if notice of the proposed amendment and language of such proposal shall have been mailed to each participating member state association not less than sixty (60) days prior to such meeting.
This constitution and bylaws may also be altered or amended by an affirmative vote of a majority of those members participating county associations which respond to a mailed ballot, when such mailing is authorized by the Board of Directors, upon such terms and conditions as may be prescribed by the Board.
Article XII
Dissolution
Should the membership of the Council vote to dissolve the organization, any assets remaining will be liquidated and returned to participating members in the ratio of dues paid to the Council.
Current footnotes:
ADOPTED IN CINCINNATI, HAMILTON COUNTY, OHIO ON SUNDAY, JULY 16, 1989.
Successor bylaws proposed for adoption, May 2019. Both substantive and non-substantive alterations included in the successor bylaws, with central intention to add clarity and confirm to current practices. No formal adoption vote in 2019, with pending organizational changes pending.
Upon potential 2021 adoption, I would propose that the footnotes be stricken and replaced with:
ADOPTED BY CSCA MEMBERSHIP, MAY 2021 The bylaws of this Council represent the organizational structure adopted by its member Associations, reflecting the practice and traditions of their common purpose since 1989