SOUTHEAST COUNCIL ON PHILANTHROPY BYLAWS ARTICLE I – THE COUNCIL 1. ORGANIZATIONAL TITLE The organizational title of the group shall be the Southeast Council on Philanthropy, also known and hereinafter referred to as SECOP. 2. MISSION STATEMENT The mission of SECOP is to advance philanthropy through education, training and networking. 3. MEMBERSHIP The membership of SECOP shall consist of (i) Member Organizations, nonprofit entities that have paid Annual Dues in accordance with Article III of these Bylaws, and (ii) Member Individuals, individuals who are not affiliated with or employed by a Member Organization and have paid Annual Dues in accordance with Article III of these Bylaws. Each Member Organization may send one or more representative(s) to the meetings. Member Organizations and Member Individuals are hereinafter collectively referred to as Members. 4. REGULAR MEETINGS The regular meetings of SECOP shall be held a minimum of four times each year at such time as may be set by the membership. The last meeting of the year will serve as the Annual Meeting of SECOP. Notice of the time, place and purpose of all meetings will be sent to the Members not less than ten days or more than forty days before each meeting. 5. SPECIAL MEETINGS The President may call a special meeting of SECOP upon written request of the majority of the Members or of the Executive Committee, for any purpose at any time. The purpose of such meeting shall be stated in the written request. Notice of the time, place and purpose of all such meetings will be sent to the Members not less than seven or more than fourteen days before the meeting. 6. VOTING PROCEDURES Each Member Organization present shall be entitled to one vote, regardless of the number of representatives present at the meeting. Voting by proxy shall not be allowed. Elections shall be by ballot in contested elections; a plurality of votes cast shall elect. All other matters shall be determined by a majority vote of the Members present in person and voting. ARTICLE II – OFFICERS 1. EXECUTIVE COMMITTEE The Executive Committee of SECOP shall be comprised of the following officers: President, Vice President, Secretary, Treasurer, Program Chair, Membership Chair, Outreach Chair, at least one Member At Large, and all Past Chairs of SECOP. 2. DUTIES OF OFFICERS President: The President shall preside at all meetings of SECOP and will ensure open lines of communication between the members and the Executive Committee. The President will be responsible for preparing an agenda for each meeting. The duties of the President will include working with the Executive Committee to insure the business of SECOP is carried out according to the Bylaws and the needs of its Members. Vice President: In the temporary absence or disability of the President, the Vice President will preside at meetings and assume other duties as appropriate. The Vice President will also be President-Elect and, as such, will work closely with the President and perform other duties as necessary. Secretary: The Secretary shall be responsible for seeing that notices of all meetings of SECOP are issued and shall see that all minutes of such meetings are kept. The Secretary shall be responsible for the custody of any organizational records and files. Treasurer: The Treasurer’s duties will include the monitoring, receipt, custody of all monies of SECOP and the monitoring of disbursements as authorized. Notwithstanding any other provision of these Bylaws, the Treasurer will be appointed by the Board and will serve without an assigned term limit.. Program Chair: The Program Chair shall appoint two other Members to serve on a Program Committee to provide timely and appropriate programs including making all arrangements for location and meals. The Program Chair will also be responsible for any additional seminars or meetings recommended by the Executive Committee or the membership. Membership Chair: The Membership Chair will be responsible for the recruitment and retention of members. Recruitment materials will be developed and distributed to prospective members. The Membership Chair will provide orientation for new members and will be available for membership related questions or concerns from all members. Outreach Chair: The Outreach Chair shall appoint two other Members to serve on an Outreach Committee, which will be responsible for oversight of outreach programs for the purpose of promoting SECOP to potential members, professional advisors and communities in the Southeast Missouri region. Past President: The individual who served as President immediately preceding the current Chair shall serve as an advisory member of the Executive Committee to provide continuity to the operation of SECOP. The Past President will serve as the chair of the Nominating Committee. 3. NOMINATING COMMITTEE a) The Nominating Committee shall be formed at the third regular meeting of the year and will create a slate of officers that will be presented to the membership 30 days prior to the Annual Meeting. Additional nominations will also be accepted from the floor. The nominees thus determined will be elected by all Members present at the Annual Meeting. b) Membership shall consist of the immediate Past President who shall select one Member to serve on the Nominating Committee along with the current President and Vice President. None of the individuals serving on the Nominating Committee shall be from the same Member Organization. 4. ELECTION; TERM; VACANCIES The officers shall be elected by the Members of SECOP for a maximum term of two years and, with the exception of Treasurer, shall serve no more than two years in any one of these offices. Terms of office shall begin at the close of the Annual Meeting. A vacancy among officers, other than President, shall be filled by the Executive Committee until the next Annual Meeting of SECOP. In the event of a vacancy in the office of President, the Vice President shall succeed to the office of President. ARTICLE III – FISCAL RESPONSIBILITIES 1. FISCAL YEAR SECOP’s fiscal year shall coincide with the calendar year. 2. ANNUAL DUES Annual dues will be set by the Executive Committee and approved by the membership at the Annual Meeting. Annual dues will be assessed to each Member at the beginning of the calendar year. In the case of Member Organizations, privileges of membership (other than voting as stated in Article I of these Bylaws) shall extend to any and all representatives of the Member Organization. Purpose of dues will be to fund SECOP’s administrative needs and provide resources for educational opportunities for SECOP and its members. 3. MEETING FEES; MEAL EXPENSES Annual dues are not intended for payment of meals. Members and guests are responsible for meal expenses and guests may be assessed an additional meeting fee. A meal cost and meeting fee will be determined annually by the Executive Committee and approved by the membership in conjunction with the consideration of dues. If the meal is furnished to SECOP at no charge, money collected will be put into the general funds of SECOP. 4. MANAGEMENT OF ORGANIZATIONAL FUNDS All funds shall be held in a separate account as arranged by the Treasurer under the name of Southeast Council on Philanthropy. The Treasurer will submit a report of the treasury at each meeting. The Executive Committee will present a recommended budget to the membership at the Annual Meeting to be approved by the membership. ARTICLE IV - AMENDMENTS These Bylaws may be amended by a majority of Members present and voting at any meeting of SECOP, provided that the proposed amendment shall have been included in the notice of the meeting. Approved by SECOP on ____________________, 2008. _____________________________________ ____________________________________ President Secretary