BYLAWS

ARTICLE I

MEETINGS

Section I - Annual Meeting of the Membership

An annual meeting shall be held each year.  The time and place within the State of Alabama of the annual meeting shall be determined by the Executive Board.

Section II - Special Meeting of the Membership

Special meetings may be called at any time by the Executive Board within its sole discretion.  A special meeting must be called by the Executive Board upon the written request of at least 25% of the voting membership.  The Executive Board shall determine within 10 days of receipt by the secretary of any written request for a special meeting whether such request complies with the requirements of this section. All special meetings approved by the Executive Board or required by petition of 25% of the voting membership must be held within 60 days after the Executive Board determines that such meeting is to be held. 

Section III - Notice

Written notice of all membership meetings shall be given to the membership at least 10 days in advance of such meeting but no more than 30 days in advance of such meeting.

Section IV - Quorum and Voting At All Called Meetings

A quorum shall consist of 20 members or associate members, or 10% of the voting membership, whichever is greater.  A majority vote shall determine all questions unless otherwise specified in the Articles of Incorporation.

Section V - Rules of Order

Roberts Rules of Order, as revised, shall govern all proceedings insofar as they are not inconsistent with the Articles of Incorporation and Bylaws.

 
BYLAWS

ARTICLE II

DUTIES

Section I - Officers

A.        President

The president shall be the chief executive officer of the Corporation and shall perform all duties usually incident to such office.  The president shall preside at all corporation meetings.  The president shall be the chairman of the Executive Board and an ex-officio member of all other committees.  The president shall be the State Representative to the Government Finance Officers Association.

B.        First Vice President

            The first vice president shall chair the membership committee.  In the absence or disability of the president, the first vice president shall perform the duties of the president.  The first vice president shall have such other powers and duties as may be prescribed by the Executive Board and listed in the GFOAA Manual of Operating Guidelines.

C.        Second Vice President and Historian

The second vice president shall be responsible for planning and facilitating the annual summer workshop and shall serve as the historian of the organization.  The second vice president shall serve as vice chair of the membership committee.  The second vice president shall assist the president in the performance of his duties and shall have such other powers and duties as may be prescribed by the Executive Board and listed in the GFOAA Manual of Operating Guidelines. 

D.        Secretary

The secretary shall attend and keep the minutes of all membership meetings of the Corporation and meetings of the Executive Board.  The secretary shall keep other records as may be required and shall give all required notices. The secretary shall have such other powers and duties as may be prescribed by the Executive Board and listed in the GFOAA Manual of Operating Guidelines.  All records of the secretary shall be turned over to the successor secretary.

E.         Treasurer

The treasurer shall be responsible for monitoring the receipt and disbursement of all monies of the Corporation, keep financial records of the accounts of the Corporation, and prepare financial reports as necessary.  Upon the expiration of the term of the office of treasurer, all books and records shall be turned over to the successor treasurer.  All books and records of the treasurer shall be open for any reasonable inspection and examination.  The treasurer shall have other powers and duties as may be prescribed by the Executive Board.  The treasurer shall have such other powers and duties as may be prescribed by the Executive Board and listed in the GFOAA Manual of Operating Guidelines.

Section II – Boards and Committees

A.        Executive Board

The Executive Board shall meet at least quarterly by assembly or other electronic means. Executive Board officers and directors are expected to attend each board meeting.  Failure to attend two meetings in a fiscal year may result in removal from the position.

The Executive Board shall appoint other standing committee members at the first quarterly meeting of the fiscal year.  A quorum shall consist of seven members.  Other committees and members shall be appointed as needed.

B.        Executive Committee

The Executive Committee shall prepare annual nominations of officers and directors.  The proposed slate of officers shall be presented to the Executive Board at its Winter Quarterly meeting.  The committee shall review contracts and perform annual evaluations of contracted services.  The annual evaluations shall be presented to the Executive board at its Winter Quarterly meeting.  Each January, the committee shall review and, if necessary, update (or cause to be updated) the Administrative Procedures Manual.  A copy of the Manual shall be distributed to each member of the Executive Board and to each committee chairperson at the first quarterly board meeting of the year.   The committee shall consist of the President, First Vice President, Treasurer and the Chairman of the Certification Board.  The President may appoint additional individuals as needed.  The appointees shall serve in a reference capacity and shall not be eligible to vote.  The committee shall meet as needed by assembly or electronic means.

C.       Membership Committee

The Membership Committee shall promote and encourage membership in the Corporation.  The Membership Committee is responsible for the annual membership directory.

D.        Government Relations Committee

The Government Relations Committee shall monitor and report on legislative action affecting governmental finance and promote intergovernmental cooperation.

E.         Education Committee

The Education Committee shall establish, organize and promote educational programs within the membership for the Corporation.

F.         Certification Board

The Certification Board is responsible for the administration of the Alabama Certified Government Finance Officer Program and other GFOAA certification programs.  The Board is also responsible for the articulation with other participating states and national GFOA.

G.         Public Information Officer

The Public Information Officer will maintain the GFOAA brochure, provide information for updating the website and promote the GFOAA and its initiatives (certification and education programs; scholarship and service activities; membership awareness, etc.)

H.        Scholarship, Awards and Service Committee

The Scholarship, Awards and Service Committee is responsible for the administration of the scholarship and awards program.  The committee is also responsible for implementing and monitoring service projects as assigned.

I.          Strategic Planning Committee

The Strategic Planning Committee is responsible for preparing the long-range plans to meet the organization’s goals and objectives.  The committee is also responsible for communicating the plan to each committee.  The committee will serve as the monitoring entity for the committee projects associated with the strategic plan.

J.          Other Committees

Other committees may be established as deemed necessary by the Executive Board.

K.        Responsibilities

All committees established above and hereinafter established by the Executive Board shall report and be responsible to the Executive Board.

ARTICLE III

ADMINISTRATION AND FINANCE

Section I - Dues

Annual dues to finance the functions of the Corporation shall be established by the Executive Board.  The annual dues shall be payable on application for membership and as of April 1 in each year thereafter.  Membership may be suspended from the Corporation for delinquency in payment of dues after August 31 of the fiscal year.

Section II - Fees

Fees for programs and activities shall be established as deemed necessary by the Executive Board. 

Section III - Fiscal Year

The fiscal year of the Corporation shall be April 1 through March 31.

Section IV - Elections

The Executive Board shall be responsible for the preparation of annual nominations for Corporation officers and members-at-large of the Executive Board.  Other nominations may be made at the annual meeting by the membership.

Section V - Amendments

Upon petition of 10% of the voting membership, or by proposal of the Executive Board, amendments to the Bylaws may be recommended to the voting membership present at any annual or special meeting of the Corporation.

Section VI - Disbursement Approval

The Executive Board shall establish procedures and levels of authority for disbursement of funds. 

Section VII - Annual Review of Financial Statements

The Executive Board shall engage an auditor that meets the independence criteria as defined by the GAO's Government Auditing Standards and is qualified to perform a review on the books, records, and financial statements of the Corporation in accordance with standards established by the AICPA.  The review report shall be issued by the auditor within 90 days of the close of the Corporation's fiscal year.

 

Revised February 28, 2013