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Adopted/Original
Printing
April 19, 1983
Original Printing
Revised Printing
March 1, 1991
- As Amended -
September 10, 1984
July 18, 1986
March 11, 1988
October 13, 1989
CONSTITUTION
Article I. Name
The name of
the Association is the Government Finance Officers Association of
Missouri.
Article II. Principal Location
The
principal office is located in the Office of the Secretary.
Article III. Affiliation
This
organization is not affiliated with any corporation, association or
organization.
Article IV. Purpose
The
corporation is organized exclusively for educational purposes within the
meaning of Section 501(c)(3) of the Internal Revenue Code. No substantial
part of the activities of the organization shall be the carrying on of
propaganda or otherwise attempting to influence legislation and the
organization shall not participate in or intervene (including the
publishing or distribution of statements) in any political campaign on
behalf of any candidate for public office. The organization shall not
carry on any other activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1986 (or the corresponding provision of any
future United States Internal Revenue Law) or (b) by a corporation’s
contributions which are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future United
States Internal Revenue Law). Rev./Amnd. 10-13-89.
Article V. Non-Profit
The
Association shall not have any corporate stocks and shall not be conducted
for profit. It is a non-profit organization. It shall have the right to
collect dues and levy assessments and do any other activities incidental
to carrying out the purpose of the association. No part of the net
earnings of the corporation shall inure to the benefit of, or be
distributable to, its members, trustees, officers or other private persons
except that the organization shall be authorized and empowered to pay
reasonable compensation for services rendered. Rev./Amnd. 10-13-89.
Article VI. Dissolution
Upon the
dissolution of the corporation, the Board of Trustees shall, after paying
or making provisions for the payment of all liabilities of the
corporation, dispose of all the assets of the corporation exclusively for
the purposes of the corporation in such manner, or to such organization or
organizations organized and operated exclusively for charitable,
educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section 501(c)(3)
of the Internal Revenue Code of 1986 (or the corresponding provision of
any future United States Internal Revenue Law), as the Board of Directors
shall determine. Any such assets not so disposed of shall be disposed of
by the court of Common Pleas of the county in which the principal office
of the corporation is then located, exclusively for such purposes or to
such organization or organizations, as said court shall determine, which
are organized and operated exclusively for such purpose. It is the intent
of the corporation that any remaining assets be divided equally between
the Government Finance Officers Association and the Municipal Treasurers
Association, provided the organizations meet the requirements of Section
501(c)(3) of the Internal Revenue Code or corresponding future provisions.
Rev./Amnd. 3-11-88; 10-13-89.
Article VII. Membership
There shall
be not less than three classes of membership – Active, Associate and
Affiliate. The Board of Directors shall be empowered to establish other
classes of membership as it deems to be in the best interest of the
Association.
Article VIII. Dues – Assessments
The Board of
Directors shall regulate dues and special assessments needed to carry out
the purpose of this Association.
Article IX. Officers and Directors
A. The
Association shall have the following officers: President, First Vice
President, Second Vice President, Treasurer and Secretary. The terms of
office for President, First Vice President and Second Vice President shall
be one year. The terms of office for Treasurer and Secretary shall be two
years. Rev./Amnd. 10-13-89.
B. The Board
of Directors shall consist of all officers, the immediate past president,
a Board member from each Chapter, and Board-Members-At-Large. The Board
shall not total more than fifteen (15) voting members.
Article X. Meetings
There shall
be held annually at least one general meeting for all members of this
organization.
Article XI. Amendments
This
Constitution may be amended by a two-thirds vote of the active members
present and voting. No amendment shall be voted upon without thirty days’
notice in writing to the active membership.
BY-LAWS
ARTICLE I
Membership
Eligibility
Section 1. Membership in the Association shall be available to any
person duly elected or appointed to the position of finance officer,
treasurer or officer of the State of Missouri or its local governments
charged with the performance or supervision of one or more of the
following principal responsibilities: collection, receipt, tabulation,
custody, deposit, investment, disbursement or budgeting of public funds.
Section 2. The Board of Directors in its discretion may establish
as many different types of membership as it deems desirable, having
qualifications and characteristics as are set by the Directors. Membership
shall be secured in the manner provided by the Board of Directors.
Section 3. The annual dues and special assessments, if any, shall
be established by the Board.
Section 4. No dues shall be refunded to any member whose membership
terminates for any reason, nor any membership be transferred from one
person to another during a period for which dues have been paid.
ARTICLE II
Admission to
Membership
Section 1. The Board of Directors shall establish procedures for
the processing of membership applications and the evaluation of the
applicant’s qualifications to a given class of membership. The Board of
Directors shall have the power to prescribe rules and regulations
pertaining to membership, the issuing of certificates, and all other
matters necessary to the proper administration of membership.
Section 2. The Board of Directors shall set procedures for appeals
for rejection of membership applications.
Section 3. The actions of the Board of Directors concerning
membership shall be final.
ARTICLE III
Chapters
Section 1. The Board of Directors shall have full power for the
issuance of Chapter charters.
Section 2. The Board of Directors shall set forth requirements for
applying and maintaining a Chapter charter.
Section 3. The Board of Directors shall set forth procedures for
the granting and issuance of Chapter charters.
Section 4. The Chapter by-laws shall not be in conflict with the
State Association by-laws.
Section 5. Chapter charters may be revoked by a majority vote of
active members in good standing and in attendance at any duly constituted
convention.
ARTICLE IV
Committees
Section 1. The Association shall have the following Standing
Committees:
A. Programs
B. Memberships
C. Legislative
D. By-Laws
E. Budget and Finance
F. Convention
Section 2. It shall be the duty of the President of the
Association, within 30 days following the close of the Annual Convention
or in the event of a vacancy, to appoint a Chairperson to the Legislative
and Convention Committees; and the President shall also have the duty to
appoint one active member to the Standing Committees of Programs,
Memberships, By-Laws, and Budget and Finance.
Section 3. The chairperson of each Standing Committee shall be an
active member in the Association. Standing committees shall be composed of
members of the Association in good standing appointed by the chairperson
of each of the respective committees, unless otherwise provided by the
By-Laws.
Section 4. The President may also appoint any additional
committees, sub-committees or special committees needed to carry out the
objectives of the Association.
Section 5. It shall be the duty of the President to issue specific
instructions to the chairperson of each committee as to the scope and
limitations of the activities of the committee.
Section 6. Programs Committee. The Programs Committee shall be
responsible for the planning and development of the educational program at
the Annual Meeting, and such other educational and developmental programs
as are approved by the Board of Directors. The chairperson of the Programs
Committee shall be the First Vice President.
Section 7. Memberships Committee. The Memberships Committee shall
be responsible for the recruiting of members and shall carry out decisions
of the Board of Directors relative to the recruitment, maintenance and
eligibility of members in the Association. The chairperson of the
Memberships Committee shall be the Second Vice President.
Section 8. Legislative Committee. The Legislative Committee shall
be responsible for research and development of matters of concern to the
Association relative to existing laws, proposed legislation and other
actions of the State Legislature, political subdivisions and
quasi-political entities in the State of Missouri.
Section 9. By-Laws Committee. The By-Laws Committee shall be
responsible for the review of the By-Laws of the Association as to their
practicality and application. The Committee shall review all proposed
amendments to the By-Laws, and the needs of the Association for amending
or adding to the By-Laws. It shall make a report of its findings to the
Board of Directors. The chairperson of the By-Laws Committee shall be the
Secretary of the Board, and shall act as parliamentarian of the
Association in the absence of a duly appointed parliamentarian.
Section 10. Budget and Finance Committee. The Budget and Finance
Committee shall prepare an annual budget, advise on expenditure of funds
and report on the financial affairs of the Association to the Board of
Directors. The Treasurer shall be the chairperson of the Budget and
Finance Committee.
Section 11. Convention Committee. The Convention Committee shall be
responsible for the selection of meeting facilities, housing
accommodations, and planning of the social activities program for the
Annual Convention of the Association, subject to the approval by the Board
of Directors. The Chairman of the Convention Committee is not authorized
to commit the Association to any expense in excess of the portion of the
Annual Convention budget set by the Board of Directors.
ARTICLE V
Election of
Officers
Section 1. The elected officers of the Association shall be a
President, a First Vice President, a second Vice President, a Treasurer
and a Secretary. The terms of the President, the First Vice President, and
the Second Vice President shall be one year. The terms of the Treasurer
and the Secretary shall be two years. The Treasurer shall be elected to a
one-year term in 1986, and thereafter to two-year terms in odd-numbered
years. The Secretary shall be elected in even-numbered years. Rev./Amnd.
7-18-86.
Section 2. At least sixty (60) days prior to the Annual Convention
the President shall appoint a nominating committee and chairperson
comprised of at least one member from each local chapter, but in no case
less than five members. All members of the Nominating Committee shall be
active members in good standing of the State Association. Said committee
shall nominate at least one active member in good standing for each of the
elected offices of the Board of Directors.
Section 3. Upon being informed of the committee appointment, the
committee shall convene in private and consider possible nominations and
may interview any active member they so choose.
Section 4. Said committee shall make the nominating report to the
Board of Directors and the active membership of the Association at least
thirty (30) days prior to the Annual Convention.
Section 5. The President shall appoint an independent party, with
the consent and approval of a simple majority of the Officers and
Directors of the Board, who shall have the responsibility to receive and
tabulate the result of the election of Officers, and to report the results
of said election to the Board of Directors and members of the Association
at the Annual Meeting.
Section 6. All active members of this Association in good standing
may vote. Each office shall be voted on separately and shall be filled by
any qualified candidate receiving a majority vote of those members voting.
Section 7. With the exception of the President, all officers shall
be eligible for re-election and may succeed themselves in office. The
President shall not be able to succeed himself, but may be re-elected to
the office of President so long as he does not succeed himself.
ARTICLE VI
Vacancy of
Officers
Section 1. If the Presidency shall become vacant, the First Vice
President shall fill the unexpired term. The Second Vice President shall
move to First Vice President. A two-thirds majority of the Board of
Directors present shall elect from its own ranks a new Second Vice
President to fill the unexpired term. If the First Vice President shall
become vacant, the Second Vice President shall fill that position for the
unexpired term and two-thirds majority of the Board of Directors present
shall elect from its own ranks a Second Vice President for the unexpired
term. If a vacancy occurs in either the Second Vice President, Treasurer
or Secretary, two-thirds of the Board of Directors present shall elect
from its own ranks a member to fill the unexpired term.
ARTICLE VII
Duties of
Officers
Section 1. President. The President shall be the Chief Executive
Officer of the Association. He shall be responsible for the coordination
and management of the operations of the Association, subject, however, to
the control of the Board of Directors. The President shall preside at all
meetings of the Board of Directors and at the Annual Convention. He shall
be an ex officio member of all committees. He shall do any and all things
that, with the approval of the Board of Directors, he may deem necessary
to carry out the provisions of the By-Laws, to protect the rights and
interests of the Association, and to discharge all the duties incumbent
upon a presiding officer. He shall plan the agenda for the Annual
Convention and for all Board meetings called by his order. The President
shall make an annual report to the members assembled in convention on the
progress of the Association.
Section 2. First Vice President. The First Vice president shall
have such powers and duties as may be prescribed by the Board or as may be
delegated by the President. The First Vice President shall be chairperson
of the Programs Committee. In case of the absence or disability of the
President or when circumstances prevent the President from acting, the
First Vice President shall perform the duties of the President.
Section 3. Second Vice President. The Second Vice President shall
be chairperson of the Memberships Committee and other duties as delegated
by the President or prescribed by the Board of Directors. In case of
disability of the First Vice President, to the extent that he or she is
unable to perform his or her duties, or in his or her absence from any
meeting where attendance would be required, the Second Vice President
shall perform the duties of the First Vice President during the
continuance of such disability or absence.
Section 4. Treasurer. The Treasurer shall receive and have
responsi-bility for all money and funds, general, special, and trust, of
the Association, and do with the same as shall be ordered by the Board of
Directors. The Treasurer shall keep adequate and correct records of
amounts of the properties and business transactions of the Association,
including the amounts of its assets, liabilities, receipts and
disbursements; and prepare monthly reconciliations and reports on these
transactions. The Treasurer shall submit quarterly reports to the Board of
Directors on the assets, liabilities, receipts and disbursements of the
Association for the immediate preceding calendar quarter; and shall submit
an annual report to the members assembled in convention. The Treasurer
shall relinquish the books and records to an auditing committee appointed
by the President for an annual audit. An interim audit may be requested by
the President or Board of Directors at any time. The Treasurer shall be
chairperson of the Budget and Finance Committee.
Section 5. Secretary. The Secretary shall attend and keep a record
of the minutes of all meetings of the Board of Directors and of the annual
and any special meetings of the members assembled in convention. The
Secretary shall keep such books and records as may be required by the
Board, shall have charge of the seal of the Association and shall give
notices of all meetings of the Boards and Committees, provided, however,
that any persons calling such meetings may, after informing the Secretary
and at their option, themselves give such notice. The Secretary shall be
chairperson of the By-Laws Committee, and shall have such other powers and
duties as may be prescribed by the Board of Directors.
ARTICLE VIII
Board of
Directors
Section 1. 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, the Directors present may adjourn the
meeting from time to time without further notice.
Section 2. Action of Directors at a Meeting. The act of a majority
of the Directors present at a meeting at which a quorum is present shall
be an act of the Board of Directors, unless the act of a greater number is
required by law or by these By-Laws.
Section 3. Action of Directors Without a Meeting. Any action
required by law or these By-Laws to be taken at a meeting of Directors or
any action which may be taken at a meeting of Directors, may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the Directors and recorded by the
Secretary in the permanent record book.
Section 4. Notice of Pending Actions. All actions of Directors at a
meeting or actions of Directors without a meeting as hereinbefore
outlined, other than at the regular quarterly and annual meetings of the
Board of Directors, shall be preceded by formal notice of such pending
action in the form of a registered letter placed in the U.S. mail or other
mail service at least fourteen (14) days immediately preceding such
action, to all members of the Board.
Section 5. Compensation of Officers. All Board members as such
shall not receive any compensation for their services. The Board of
Directors by two-thirds vote of the members thereof, may authorize
reimbursement of all or part of the actual expenses incurred by members of
the Board of Directors in the course of their duties and responsibilities
in behalf of the Association as such Directors.
Section 6. Management of Business. The management and government of
the affairs of this Association shall be vested in the Board of Directors.
The Board of Directors shall be charged with the responsibility of
employing and supervising individuals or firms that may be needed to carry
out the objectives of the organization.
Section 7. Chapter Board Members. Shall be elected by each chapter
before the Annual Convention and shall serve a one-year term. Chapter
Board members may succeed themselves but may not serve more than four
consecutive terms.
Section 8. Board Members-at-Large. The Board Members-at-Large shall
serve a term of one year. Such Board members may succeed themselves but
may not serve more than two consecutive terms.
Section 9. Security. Any officer, Board member or employee, if
required by the Board of Directors, shall provide bond in such sum and
with such security as the Board may require for the faithful performance
of his duties. The Board of Directors may pay the expense for such bond in
the manner prescribed in these By-Laws.
ARTICLE IX
Fiscal Year
and Budget
Section 1. The fiscal year of the Association shall be October 1 to
September 30 of each year, unless otherwise established by the Board of
Directors. Rev./Amnd. 7-18-86.
Section 2. The Finance and Budget Committee shall prepare and
present to the Board of Directors not less than thirty (30) days prior to
the first day of the fiscal year, a proposed budget reflecting the
previous year’s estimated income and expenditures as well as the
anticipated income and expenditures for the upcoming fiscal year. Rev./Amnd.
7-18-86.
Section 3. Copies of the proposed budget shall be made available by
the Board to any member of the Association upon request to the Secretary.
Section 4. The budget shall be approved and adopted upon a simple
majority vote of the full membership of the Board of Directors.
Section 5. The budget may be amended by the Board of Directors, but
all such proposed amendments shall be first reviewed by members of the
Finance and Budget Committee for their recommendations, unless otherwise
provided by these By-Laws.
ARTICLE X
Rules of
Order
Section 1. Parliamentary authority and procedures at all meetings
shall be governed by “Robert’s Rules of Order,” newly revised,
unless otherwise governed by these By-Laws.
ARTICLE XI
Provisions in
Articles of Incorporation
These regulations are at all times subject to the provisions of the
Articles of Incorporation of the Association (including in such term
whenever used in these regulations, amendments thereto).
ARTICLE XII
Amendments to
the By-Laws
Section 1. A majority of the active members present (in good
standing) may amend these By-Laws providing that they receive, in writing,
the proposed amendment at least thirty (30) days before a constituted
convention.
Section 2. If the proposed amendment has not been mailed at least
thirty (30) days previous to the convention, two-thirds majority of the
active members present (in good standing) may amend the By-Laws.
Section 3. The Board of Directors may, at anytime during the year,
notify membership by mail of proposed amendment to the By-Laws. The
proposed amendment must be approved by a two-thirds majority of the
members voting by written ballot within 30 days after notification. Rev./Amnd.
9-10-84.
ARTICLE XIII
Effective
Clause
These By-Laws shall be effective immediately upon adoption at a duly
constituted meeting of the Board of Directors by three-fourths (3/4) of
the Board members present.
ADDITIONAL
INFORMATION
The following membership classes of the MFOTA of Missouri were approved
during the Board of Directors’ meeting on Friday, July 21, 1989, in
Columbia.
The Board of Directors recognizes five classes of membership.
1. Active – Any duly elected or appointed governmental officer
charged with the performance or supervision of one or more of the
following principal responsibilities: collection, receipt, tabulation,
custody, deposit, investment, disbursements or budgeting of public funds.
2. Associate – Any firm, institution or organization that
participates in activities involving the budgeting, expenditure or
investment of public funds. Associate membership shall be in the name of
the firm, institution or organization. Associate members may not vote, but
may serve on any committee established by the Board of Directors or in the
By-Laws.
3. Affiliate – Any not-for-profit organization, association or
corporation that performs services relating to the use of public funds.
Affiliate membership shall be in the name of the association and affiliate
members may not vote.
4. Honorary Life – Any former active member who has retired from
public service and has made an outstanding contribution to the development
of the profession. Membership must be approved by a majority vote of the
Board of Directors.
5. Student – Any individual enrolled in a college or university pursuing
coursework in finance, accounting or public administration and who is not
employed full-time by a governmental employer. |
