Marshall County Leadership Challenge

BYLAWS MARSHALL COUNTY LEADERSHIP CHALLENGE

ARTICLE I NAME

This organization shall be known as the Marshall County Leadership Challenge, referred to as MCLC for short.

ARTICLE II MEETINGS

Meetings of the Board of Directors shall be held on a monthly basis with dates and times to be determined by the chairperson.

The rules contained in the current edition of "Roberts Rules of Order Newly Revised" shall govern the Corporation in all cases to which they are applicable, unless they are superseded by these bylaws or any special rules of order the Board of Directors of the Corporation may adopt.

ARTICLE III PURPOSE & GOALS

MCLC is a program jointly sponsored by the Chambers of Commerce of Albertville, Arab, Boaz and Lake Guntersville and governed by a Board of Directors comprised of Alumni of MCLC and the President of the four Chambers. The purpose of the program is to provide enhanced educational opportunities designed to promote and build leadership within Marshall County. The goals of MCLC are:

a) To bring together participants and current leaders to discuss the present and future direction of Marshall County. b) To examine programs and agencies that currently operates in Marshall County. c) To motivate and prepare participants to develop their leadership skills and achieve their leadership potential. d) To challenge participants to greater community service through involvement in volunteering roles in Marshall County organizations and programs.

ARTICLE IV PARTICIPATION AND GRADUATION REQUIREMENTS

Applications for participation in MCLC shall be in writing, on forms provided for that purpose, signed by the applicant and sponsor and submitted to the Board of Directors for selection.

a) The application shall be sorted by city and submit no more than six nominees from each for approval by the Board of Directors. b) The entire board will consider the applications for county-at-large participants and select at least one nominee. c) If any city does not fill its maximum quota of six, these vacant slots may be filled by additional county-at-large applicants, for a maximum of twenty-five (25) participants. d) The final number nominee applicants selected by this process shall pay the required tuition within 14 days of notification of acceptance. e) Tuition fees shall be set by the Board of Directors. Tuition will not be refunded after 14 days of which nominee paid. f) Participants in the program must meet certain attendance requirements to be eligible for graduation. A participant may be absent for not more than one and one-half sessions during the MCLC program year in order to be allowed to graduate in at the end of the program year. If a participant must miss more than one and one half sessions, the participant may appeal to the Board of Directors in writing for the Board of Directors to determine if there are legitimate extenuating circumstances to allow the participant to continue in the program. If the Board determines in favor of the participant, the participant may continue in the class but shall not be granted a graduation certificate. In order to receive a graduation certificate, the participant must complete all missed sessions in the following class year. Subject to Board approval, additional fees may be required of a participant who makes up missed sessions in the following year. g) Participants must also complete 4 additional requirements which include attending one of each: Chamber Event/Function, Government Function and an Education Function, also working a Community Event. These requirements must be completed before the last program date. Not fulfilling these requirements would automatically disqualify the participant h) Class must participate in a COMMUNITY SERVICE PROJECT. The project must have Board approval. Project must be hands on project and must be completed before the last program date. (The entire class must participate).

ARTICLE V BOARD OF DIRECTORS

The MCLC Board of Directors shall be comprised of Seventeen (17) voting members, with three members from each of the four major cities (Albertville, Arab, Boaz and Guntersville), one member from the rural area of Marshall County excluding the aforementioned municipalities and the President of the Chambers of Commerce in Albertville, Arab, Boaz and Guntersville. Each director, other than the Presidents of the Chambers of Commerce, shall be elected to serve for a three year term. 1. The election of members of the Board shall be according to the following process:

a) The Chairperson Elect shall appoint a five member nominating committee, not later than April 1 of each year, composed of one director from each city and one participant from the current MCLC class. County at large participant will self determine, not later than April 1, which city he or she wish to affiliate with for nomination purposes. b) The nominations committee shall present a slate of four nominees, one from each city, at the May meeting of the Board of Directors for consideration. Elections shall be by secret ballot vote of the Board at its June meeting, to determine the replacements for the directors whose terms will expire.

c) The first regular meeting of the new Board of Directors shall be at the July meeting.

2. Any director, except the Presidents of the separate Chambers of Commerce, who misses more than three board meetings per board year, or two consecutive meetings, may be removed from the board by a majority vote of the directors present at a meeting where one or both of these absence limits are reached. Replacement directors shall be appointed by the board to serve the remaining term of the director being replaced. No director shall serve more than two consecutive terms, but may be re-elected after an absence from the board for one full term.

3. The President of the Chambers of Commerce of Albertville, Arab, Boaz and Guntersville shall be voting members of the Board of Directors and shall serve so long as they remain in such office.

4. It is the policy of the Board that all board members be graduates of the MCLC program. Therefore, if any Chamber of Commerce President has not completed and graduated from the MCLC program, such president must complete the program not later than three (3) years of being seated on the Board. The voting rights of any Chamber president who fails to graduate from the program within such time period shall be revoked until program graduation.

5. It shall be the policy of the Board that any proposed measure or issue which is required to be addressed between regular meetings of the Board of Directors may be voted on by using electronic mail (e-mail). Provided however, e-mail notice shall be given to each member of the board of directors and each board member shall be given seventy two (72) hours to respond to either positively or negatively to the issue or proposed measure. A yes or no vote by ALL members of the Board shall be required to approve or disapprove such proposed measure or issue by e-mail.

6. Any notice required to be given to Board members prior to action on any issue or proposed measure may be given to Board members by e-mail.

ARTICLE VI QUORUM

Seven members of the Board of Directors present in person at any meeting of the Board shall constitute a quorum for the transaction of business at such meeting of the directors. As provided in Section 10A-3-2.11 Code of Alabama, 1975, as amended, pertaining to Nonprofit Corporations, these by-laws may not provide that a quorum be less than one-third of the number of directors. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.

ARTICLE VII OFFICERS The MCLC Board of Directors shall elect its officers at the July meeting by majority vote of those directors in attendance. The officers will consist of the Chairperson, Chairperson Elect, and Secretary/Treasurer. The duties of the officers are as follows: a) The Chairperson shall preside over Board meetings; oversee the entire MCLC program during his/her term as Chairperson; and have the power to assign duties and tasks to other officers and/or directors. b) The Chairperson Elect shall take charge of Board meetings in the absence of the Chairperson; work closely with the Chairperson on various projects, tasks, etc. in preparation for next year’s role as Chairperson; and shall serve as Chairperson of the nominating committee. c) The Secretary/Treasurer shall over see that the executive director take and prepare minutes of each Board meeting and distribute same to the directors prior to the next meeting; keep the master minutes book; centralize and coordinate official correspondence; keep accurate financial records; provide a financial report at each Board meeting; and be responsible for maintaining attendance records for the current year’s MCLC participant sessions. No director may hold the office of Secretary/Treasurer for more than two consecutive years, but would be eligible for reelection to the office after a year’s break in service.

ARTICLE VIII ALUMNI ASSOCIATION

The Alumni Association shall be comprised of all graduates of the MCLC program and shall adopt its own bylaws establishing its purpose and activities.

ARTICLE IX AMENDMENTS

These bylaws may be amended or altered by the MCLC Board of Directors by a majority vote.

Any proposed amendments or alterations shall be submitted in writing at least ten (10) days before the meeting that the amendments are to be acted upon.