BOARD OF DIRECTORS OF THE NEW ENGLAND MUNICIPAL CLERKS INSTITUTE
There shall be a Board of Directors of the New England Municipal Clerks Institute as established by the New England Association of City and Town Clerks at their 1979 Annual meeting held in Burlington, Vermont, and as amended by the NEACTC at their 1982 and 1987 Annual Meetings in Newport, Rhode Island.
The fiscal year of the NEMCI shall be the same as the calendar year.
ARTICLE II.POWERS AND DUTIES
A.Notwithstanding the powers and duties of any other officer or board, the Board shall exercise all authority with regard to the planning and operation of the New England Municipal Clerks Institute and Academy.This includes, but is not limited to, financial responsibility for the operation, receiving and spending of funds, retaining and/or dismissing directors, faculty and staff, applying for grants and reporting to the IIMC to maintain Institute and Academy certification.
B. The Board may establish a separate non-profit entity for the operation of the Institute and Academy.
C. The Board, under no circumstances, may encumber the New England Association of City and Town Clerks directly or indirectly without prior consent of the Executive Board of the NEACTC.
D. The Board shall report to the Executive Board of the NEACTC at its semi-annual and annual meetings.
ARTICLE III.APPOINTMENTS
The Board shall consist of twelve members, two from each of the New England States as appointed by the President of the NEACTC.
ARTICLE IV.TERMS
A.Initially, one member from each state shall be appointed for a term of one year and one member shall be appointed for a term of two years.Thereafter, all appointments shall be for a term of two years.
NEMCI BYLAWS continued:
B. No Board member may be appointed for more than two consecutive full terms.
C. Terms of members shall begin at the Annual Meeting of the NEACTC.
ARTICLE V.VACANCY
A.In the event of a vacancy on the Board, the President of the NEACTC shall appoint a member of the NEACTC to complete the unexpired term.The appointee shall be from the State in which the vacancy occurred.
B. The provisions of Article IV, Section B. (TERMS) shall not take effect until the appointee completes the unexpired term to which he or she has been appointed.
ARTICLE VI.QUORUM
A quorum of the Board shall consist of not less than seven members, representing not less than four New England States.
ARTICLE VII.MEETINGS
A. Unless otherwise ordered by the Board, or called by the President of the NEACTC, upon sufficient notice (Article VII) meetings shall be held at least quarterly.
B. The Annual Meeting of the Board shall be held by the end of September or in conjunction with the Annual Meeting of the NEACTC whichever occurs first and shall be for the purpose of electing officers, receiving reports of officers and committees and for any other business that may arise.
C. Meetings shall be called by the President upon 7 days written notice to members.
D.Special meetings of the Board may be called by the President as necessary, or shall be held within 10 days of receipt, by the President, of written petitions requesting a special meeting signed by not less than seven members of the Board.The call for all special meetings shall be sent to all members 7 days prior to the meeting and shall state the purpose of the meeting.
ARTICLE VIII.OFFICERS AND TERMS
The officers of the Board shall be a Chairman, a Vice-chairman, a Secretary, a Treasurer, and an Assistant Treasurer who shall be elected at the Annual Meeting to serve for a term of one year or until their successors are elected.The Treasurer and the Assistant :
ARTICLE IX.DUTIES OF OFFICERS
A. Chairman – The Chairman shall:
1. Issue the call of all meetings and shall preside at all meetings of the Board:
2. Prepare the agendas for all meetings;
3. Be the official representative of the Board;
4. Be empowered to establish ad-hoc committees and designate their duties;
5. Conduct the business of the meetings in an expeditious manner according to parliamentary law;
6. Make appointment to all committees;
7. Perform such other duties as usually pertain to this office.
B. Vice-Chairman – The Vice-Chairman shall:
1. Assume all duties of the Chairman during the absence or inability of the Chairman to perform the duties of the office;
2. Perform such duties as usually pertain to this office.
C. Secretary – The Secretary shall:
1. Keep accurate minutes of all meetings of the Board and promptly distribute them to all members;
2. Keep a register of the membership and notify officers and committees of appointments;
3. Maintain the original by-laws of the Board and keep accurate notations of any amendments by referencing the date and page number of the minutes where the amendment is recorded;
4. Conduct the correspondence of the Board except as may be otherwise provided;
5. Perform such other duties as usually pertain to this office.
D. Treasurer – The Treasurer shall:
1. Receive money from tuitions, scholarships, grants and other sources and shall be the custodian for all funds deposited with him or her;
2. Pay all bills on the order of the Board;
3. Keep an itemized account of all receipts and disbursements;
4. Report at all meetings of the Board:
5. Annually submit the records of the Treasurer to an auditor or auditing committee not later than one month after the close of the fiscal year;
6. Open and maintain such checking and savings accounts in a financial institution(s) as approved by the Board as necessary to properly conduct the business of the Board;
7. Develop a budget of expenses for the Institute and Academy courses and set tuition fees at a level necessary to cover costs;
8. Seek and secure financial assistance and/or grants to operate the Institute and Academy at lower tuition costs;
9. Seek and secure scholarship assistance for students;
10. Perform such other duties as usually pertain to this office;
11. Submit records to a committee of two appointed by the Chairman for compilation prior to a new Treasurer taking office at the NEACTC Annual Meeting.
ARTICLE X.BOARD RESPONSIBILITIES
Board responsibilities and assignments include but are not limited to the areas of Logistics, Curriculum, Food/Banquet, Graduation, Promotion/Marketing, Brochure, Information, Registration, and Scholarship/Orientation, and are defined by position descriptions that will be distributed and updated as directed by the Chairman.
ARTICLE XI.ORDER OF BUSINESS
A. The following shall be the prescribed Order of Business for all regular meetings of the Board:
1. Report of the minutes of the previous meeting;
2. Treasurer’s report;
3. Reports of Board Responsibility Areas;
4. Reports of Special Assignments;
5. Unfinished Business;
6. New Business.
B. The Order of Business may be suspended by a two-thirds affirmative vote of the Board members in attendance at any meeting except the Annual Meeting.
ARTICLE XII.BYLAW AMENDMENTS
Bylaws may be amended by a two-thirds (2/3) vote after 30 days notification of intent prior to enactment by two-thirds (2/3) vote of those in attendance.
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Bylaws adopted October 12, 1989.
Incorporated April 29, 1992, and October 12, 1989, Bylaws unanimously accepted & adopted.
Amended December 10, 1992, Page 2 of Secretary’s Minutes.
Amended October 8, 1993 but recorded April 28, 1995, Page 3 of Secretary’s Minutes.
Amended September 28, 1994, Page 1 of Secretary’s Minutes.
Amended April 28, 1995, Page 3 of Secretary’s Minutes.
Amended September 27, 1996, Page 4 of Secretary’s Minutes.