Bylaws
As Revised and Adopted: 11/4/2013
Association of Louisiana Lobbyists
By-Laws
ARTICLE I
Name and Purpose
Section 1. This Association shall be known as the Association of Louisiana Lobbyists, Inc.
Section 2. The purpose of the Association shall be to enhance the professionalism of registered lobbyists.
ARTICLE II
Membership
Section 1. A registered lobbyist in Louisiana, upon payment of annual dues set by the Board of Directors, may be a member of the Association.
Section 2. Membership in the Association is not transferable or assignable.
ARTICLE III
Board of Directors
Section 1. The affairs of the Association shall be managed by its Board of Directors.
Section 2. The Board of Directors shall consist of nine members of the Association, one of which shall be the Immediate Past-President .
Section 3. Five members of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Board of Directors; notice shall be given to each member not less than three days prior to said meeting and shall contain the purpose, place, date, and time of said meeting, unless waived by the majority of the Board of Directors. Any director absent from a meeting of the Board or any committee thereof may be represented by any other director who may cast the vote of the absent director according to the written instructions, general or special, of the absent director.
Section 4. Any officer or director elected or appointed may be removed by the Board of Directors, whenever, in its judgement, the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed and nay such removal shall be made only with the affirmative vote of no less than six members of the Board of Directors.
ARTICLE IV
Officers
Section 1. The officers of the Association shall be President, Vice-President and Secretary/ Treasurer.
Section 2. The officers of the Association must be members of the Association and in good standing and shall be elected for a term of two calendar years.
Section 3. In the event of a vacancy in the office of President, the Vice-President, if eligible, shall fill the unexpired term. In the event of a vacancy in the office of Vice-President, the Board of Directors shall elect a member of the Association to serve the unexpired term.
Section 4. The duties of the officers shall be as follows:
Section 5. No officer or member of the Association, other than its contractors, shall receive compensation for services, except as hereinafter provide for in these by-laws.
Section 6. An executive committee consisting of the President, Vice-President and the Secretary/Treasurer may act in a manner not inconsistent with Board policy on behalf of the Board of Directors between meetings. Any such action shall be ratified by the Board at its next meeting.
ARTICLE V
Nomination and Election of Officers and Directors
Section 1. The President shall appoint a Nominating Committee of three members of the Association. The committee shall make and report nominations to the Association of at least one nominee for each vacancy on the Board of Directors.
Officers of the Association shall be President, Vice-President and Secretary/Treasurer. The Board of Directors shall select officers from among its members.
The Chairperson of the Nominating Committee shall submit the nominations in writing to the Executive Director of the Association, who must then submit the slate of nominees to all members eligible to vote, at least 30 days prior to the Annual Meeting. The written notice shall state that additional nominations for Board membership may be made in writing to the Executive Director, by any member in good standing. To be effective such nominations shall be accompanied by a signed statement from the nominee that said person is agreeable to nomination and will serve if elected. The period for receiving nominations from the membership shall be 10 days from the date the list of the Nominating Committee’s nominations was transmitted to the membership. The notice shall also indicate the election will be conducted by mail ballot and that no nominations will be accepted from the floor of the Annual Meeting
The Executive Director shall submit the nominations of the Nominating Committee, along with the names of persons nominated by the membership, to all members eligible to vote, no later than 20 days before the Annual Meeting. Ballots must be returned to the Executive Director within 10 days from the date the final ballot was transmitted to the membership.
All elections shall be determined by plurality vote and ballots shall be counted by the Nominating Committee prior to the closing day of the Annual Meeting.
Section 2. Terms of office of Board Members whose Terms began on January 1, 2012 shall terminate on December 31, 2014; Terms of office of Board Members whose Terms began on January 1, 2013 shall terminate on December 31, 2014. Thereafter, Terms of office of all Board Members shall be two calendar years, beginning January 1st of each odd-numbered year.
Section 3. In the event of a vacancy on the Board of Directors, the Board shall select a Member of the Association to serve the remainder of the unexpired term.
ARTICLE VI
Voting
Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members at any meeting which they attend. Absent members may vote through attending members in good standing by written proxy, either general or specific.
ARTICLE VII
Meeting
Section 1. The annual meeting of the Association shall be held at such time and place as may be determined by the Board of Directors.
Section 2. Special meetings of the Association may be called either by the President, a majority of the Board of Directors, or not less than twenty (20) members by written petition signed by members in good standing and mailed to all members.
Section 3. Written or printed notice stating the purpose, place, date and time of any meeting of the members shall be sent to each member at least three days prior to the date of such notice requirement is met if it is contained in any publication of the Association and such publication is mailed to each member in good standing within the period aforesaid.
Section 4. At any meeting of the members, a quorum for the purpose of conducting the business thereof shall consist of twenty members, in person or by written proxy.
Section 5. Informal expressions of opinions may be presented at any meeting by any member of the Association in good standing, but such expression shall in no way bind the members of the Association.
ARTICLE VIII
Expenses
Section 1. Association members and contractors in the performance of Association business may be reimbursed for actual and necessary expenses as authorized by the Board of Directors.
Section 2. It shall be the policy of the Association to minimize expenditures and no reimbursement shall be made to any person where similar reimbursement is received from any source.
ARTICLE IX
Contracts, Funds and Deposits
Section 1. The Board of Directors may authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 2. All checks and other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association (action along or in concert) shall be signed by such officers or agents of the Association and in such manner as shall be determined by the Board of Directors.
Section 3. All funds of the Association shall be deposited to the credit of the Association in such banks or other depositories as the Board of Directors may select.
Section 4. The Board of Directors may designate a representative who may receive and accept on behalf of the Association any federal funds, contributions, gifts or devises for the general purpose or for any special purpose of the Association.
ARTICLE X
Association Offices
The Association shall have and maintain its office in Baton Rouge, Louisiana, which shall constitute the permanent headquarters of the Association in which the books, records, correspondence and other documents of the Association shall be kept and maintained and through which the regular business affairs and transactions of the Association shall be conducted.
ARTICLE XI
Revision of By-Laws
There by-laws may be altered, amended or repealed and new by-laws may be adopted by action of a majority of members constitution a quorum present at any regular or special meeting of the membership, provided that at least fourteen (14) days written notices is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting, with voting being conducted as provided in Article VI thereof.
ARTICLE XII
Rules of Order
Where not to conflict there by-laws, Roberts Rules or Order, Revised, shall be the parliamentary authority for all matters of procedure.
ARTICLE XIII
Revocation
These by-laws revoke all other by-laws and rules under which the Association may have been previously governed.
Amendment 1994 by General Membership
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for public purpose. Any such assets not so disposed of shall be disposed of by the court of competent jurisdiction in the Parish in which the principal office of the corporation is the located, exclusively for such purposed or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.
Association of Louisiana Lobbyists
By-Laws
ARTICLE I
Name and Purpose
Section 1. This Association shall be known as the Association of Louisiana Lobbyists, Inc.
Section 2. The purpose of the Association shall be to enhance the professionalism of registered lobbyists.
ARTICLE II
Membership
Section 1. A registered lobbyist in Louisiana, upon payment of annual dues set by the Board of Directors, may be a member of the Association.
Section 2. Membership in the Association is not transferable or assignable.
ARTICLE III
Board of Directors
Section 1. The affairs of the Association shall be managed by its Board of Directors.
Section 2. The Board of Directors shall consist of nine members of the Association, one of which shall be the Immediate Past-President .
Section 3. Five members of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Board of Directors; notice shall be given to each member not less than three days prior to said meeting and shall contain the purpose, place, date, and time of said meeting, unless waived by the majority of the Board of Directors. Any director absent from a meeting of the Board or any committee thereof may be represented by any other director who may cast the vote of the absent director according to the written instructions, general or special, of the absent director.
Section 4. Any officer or director elected or appointed may be removed by the Board of Directors, whenever, in its judgement, the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed and nay such removal shall be made only with the affirmative vote of no less than six members of the Board of Directors.
ARTICLE IV
Officers
Section 1. The officers of the Association shall be President, Vice-President and Secretary/ Treasurer.
Section 2. The officers of the Association must be members of the Association and in good standing and shall be elected for a term of two calendar years.
Section 3. In the event of a vacancy in the office of President, the Vice-President, if eligible, shall fill the unexpired term. In the event of a vacancy in the office of Vice-President, the Board of Directors shall elect a member of the Association to serve the unexpired term.
Section 4. The duties of the officers shall be as follows:
- The President shall be the executive officer of this Association and shall preside at all meetings of the members and Board of Directors. He shall be an ex-officio member of all committees and, in general, shall perform all duties incidental to the office of the President, and shall be identified as a signatory on the Association’s bank account. The president shall be ineligible to succeed himself.
- The Vice-President shall perform such duties as may be assigned to them by the President or the Board of Directors. Upon the disability of the President, or upon his refusal to act, the Board of Directors shall designate a member of the board to act as President during such a period of disability or refusal.
- The Secretary/Treasurer shall perform such duties as may be assigned to them by the President or the Board of Directors. The Secretary/Treasurer shall have the authority to review the finances of the Association and shall be identified as a signatory on the Association’s bank account(s).
Section 5. No officer or member of the Association, other than its contractors, shall receive compensation for services, except as hereinafter provide for in these by-laws.
Section 6. An executive committee consisting of the President, Vice-President and the Secretary/Treasurer may act in a manner not inconsistent with Board policy on behalf of the Board of Directors between meetings. Any such action shall be ratified by the Board at its next meeting.
ARTICLE V
Nomination and Election of Officers and Directors
Section 1. The President shall appoint a Nominating Committee of three members of the Association. The committee shall make and report nominations to the Association of at least one nominee for each vacancy on the Board of Directors.
Officers of the Association shall be President, Vice-President and Secretary/Treasurer. The Board of Directors shall select officers from among its members.
The Chairperson of the Nominating Committee shall submit the nominations in writing to the Executive Director of the Association, who must then submit the slate of nominees to all members eligible to vote, at least 30 days prior to the Annual Meeting. The written notice shall state that additional nominations for Board membership may be made in writing to the Executive Director, by any member in good standing. To be effective such nominations shall be accompanied by a signed statement from the nominee that said person is agreeable to nomination and will serve if elected. The period for receiving nominations from the membership shall be 10 days from the date the list of the Nominating Committee’s nominations was transmitted to the membership. The notice shall also indicate the election will be conducted by mail ballot and that no nominations will be accepted from the floor of the Annual Meeting
The Executive Director shall submit the nominations of the Nominating Committee, along with the names of persons nominated by the membership, to all members eligible to vote, no later than 20 days before the Annual Meeting. Ballots must be returned to the Executive Director within 10 days from the date the final ballot was transmitted to the membership.
All elections shall be determined by plurality vote and ballots shall be counted by the Nominating Committee prior to the closing day of the Annual Meeting.
Section 2. Terms of office of Board Members whose Terms began on January 1, 2012 shall terminate on December 31, 2014; Terms of office of Board Members whose Terms began on January 1, 2013 shall terminate on December 31, 2014. Thereafter, Terms of office of all Board Members shall be two calendar years, beginning January 1st of each odd-numbered year.
Section 3. In the event of a vacancy on the Board of Directors, the Board shall select a Member of the Association to serve the remainder of the unexpired term.
ARTICLE VI
Voting
Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members at any meeting which they attend. Absent members may vote through attending members in good standing by written proxy, either general or specific.
ARTICLE VII
Meeting
Section 1. The annual meeting of the Association shall be held at such time and place as may be determined by the Board of Directors.
Section 2. Special meetings of the Association may be called either by the President, a majority of the Board of Directors, or not less than twenty (20) members by written petition signed by members in good standing and mailed to all members.
Section 3. Written or printed notice stating the purpose, place, date and time of any meeting of the members shall be sent to each member at least three days prior to the date of such notice requirement is met if it is contained in any publication of the Association and such publication is mailed to each member in good standing within the period aforesaid.
Section 4. At any meeting of the members, a quorum for the purpose of conducting the business thereof shall consist of twenty members, in person or by written proxy.
Section 5. Informal expressions of opinions may be presented at any meeting by any member of the Association in good standing, but such expression shall in no way bind the members of the Association.
ARTICLE VIII
Expenses
Section 1. Association members and contractors in the performance of Association business may be reimbursed for actual and necessary expenses as authorized by the Board of Directors.
Section 2. It shall be the policy of the Association to minimize expenditures and no reimbursement shall be made to any person where similar reimbursement is received from any source.
ARTICLE IX
Contracts, Funds and Deposits
Section 1. The Board of Directors may authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 2. All checks and other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association (action along or in concert) shall be signed by such officers or agents of the Association and in such manner as shall be determined by the Board of Directors.
Section 3. All funds of the Association shall be deposited to the credit of the Association in such banks or other depositories as the Board of Directors may select.
Section 4. The Board of Directors may designate a representative who may receive and accept on behalf of the Association any federal funds, contributions, gifts or devises for the general purpose or for any special purpose of the Association.
ARTICLE X
Association Offices
The Association shall have and maintain its office in Baton Rouge, Louisiana, which shall constitute the permanent headquarters of the Association in which the books, records, correspondence and other documents of the Association shall be kept and maintained and through which the regular business affairs and transactions of the Association shall be conducted.
ARTICLE XI
Revision of By-Laws
There by-laws may be altered, amended or repealed and new by-laws may be adopted by action of a majority of members constitution a quorum present at any regular or special meeting of the membership, provided that at least fourteen (14) days written notices is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting, with voting being conducted as provided in Article VI thereof.
ARTICLE XII
Rules of Order
Where not to conflict there by-laws, Roberts Rules or Order, Revised, shall be the parliamentary authority for all matters of procedure.
ARTICLE XIII
Revocation
These by-laws revoke all other by-laws and rules under which the Association may have been previously governed.
Amendment 1994 by General Membership
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for public purpose. Any such assets not so disposed of shall be disposed of by the court of competent jurisdiction in the Parish in which the principal office of the corporation is the located, exclusively for such purposed or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.