Article I: Organization Name
The organization shall be known as Save Aberdeen Landmarks Group, Inc., herein after referred to S.A.L.
Article II: Mission
Save Aberdeen Landmarks Group, Inc. is a non-profit organization that exists to restore and refurbish buildings and landmarks of Historic Downtown Aberdeen as well as prominent, historic buildings in the surrounding area. Additionally, we seek to educate and inspire the general public regarding the importance of saving our historic buildings from demolition by neglect. The preservation of the existing, historic structures throughout the City is paramount and our guiding light.
Article III: Membership and Voting Requirements
Membership in the organization shall be open to any individual who supports the goals of the organization. Membership in the organization shall not be denied to any individual on the basis of race, age, religion, national origin, sexual orientation, gender, marital status, disability or status as a U.S. Veteran. To gain membership, a person must attend an official meeting and register his or her name, address, and phone number with the group to be filed by the secretary, and thereafter re-register at the beginning of each fiscal year in order to keep membership rolls and membership information current.
B. Terminating or Denying Membership
Membership in the organization can be denied or terminated if it is determined by the organization that an individuals actions or intentions are harmful to the goals of the group. An individuals membership may be denied or terminated by a roll-call vote of two-thirds of all eligible voters in the membership, whether such voters are absent or present at the meeting in question, which shall be recorded by the secretary. Such a vote must be announced no less than 14 days prior to the actual vote.
C. Voting Privileges and Good Standing
To gain voting privileges, a member must first attend two consecutive meetings. Thereafter, in order to keep voting privileges said member must retain good standing by attending at least one regularly-scheduled official meeting per month or be regularly involved with official group activities, such as speaking engagements, committee meetings, event planning, group fundraisers, etc.
Article IV: Officers
A. Elected Officers
Elected officers shall have a term of one year and as a group are also referred to as the Executive Council. Elected officers are:
Chairman Vice-Chairman Secretary Treasurer
B. Board Members
Board members shall have a term of one year and as a group are also referred to as the Board. The Board shall include three members in unnamed positions to act as advisors to the Board as a whole. Additionally, the Board shall include five members, acting as special counsel to the Executive Council, and those positions are:
Senior Advisor and MDAH Liaison Legal Advisor Tax Advisor Senior Historian & Researcher Real Estate Consultant
C. Appointed Positions
The Chairman and the Vice-Chairman may create offices to be filled by appointment as they become necessary. Persons may be appointed to positions as needed. Officials in such positions shall be appointed by the Chairman and the Vice-Chairman, who must concur on all appointments. If for some reason the Chairman or the Vice-Chairman is not available to concur on the appointment, the Secretary or Treasurer may temporarily concur for the appointment until the absent executive is available for authorization of the decision, if the appointment for some reason requires immediate authorization. Appointed positions are invalid at the annual election of new officers, unless the term of the appointment is established to end prior to this time. Appointments may also be invalidated or withdrawn by a majority vote of the Executive Council. The duties of an appointed position shall be defined by the Chairman and Vice-Chairman at the time it is created. Examples of appointed positions would include such titles as Director of Fund-raising, Communications Director, Group Liaison, or Chairperson of a particular committee. Committees may be formed as needed by a member of the Executive Council. Members of the committees may be comprised of members of S.A.L., and, if agreed upon, by volunteers and/or supporters who are not members of S.A.L. The established committees will be chaired by an appointed S.A.L. member, and it will be the Chairpersons responsibility to establish and carry out the goals of said committee.
D. Qualifications for Elected Officers
Any resident of Aberdeen, who is a citizen of defined dedication to the City and an active participant in S.A.L., may accept an elected office.
E. Qualifications for Appointed Officers
Any member of the organization who is in good standing may be appointed.
F. Selection of Elected Officers
Election of officers for the following fiscal year will be held on the second to last general meeting of the spring to allow time for the transfer of power and to allow time for the outgoing officers to train any newly elected officers, if they deem it necessary. Nominations will be accepted for a period of two weeks prior to the election. Voting will be by secret ballot. A non-voting election official shall be selected prior to the voting in order to tally the votes. A simple majority of the present eligible voters, defined as active S.A.L. members, determines the winner. In the case of a tie, the Executive Council will determine the winner by a majority vote. The new officers shall assume duties at the closure of the meeting in which they are elected, but any new officers will be required to attend any new officer training programs planned under the tenure and direction of the previous years slate of officers.
G. Officer Vacancies
Officer vacancies remain so until filled through election, except in the case of the vacancy of the Chairmanship. In this case, the Vice-Chairman shall become the Chairman, and the vacancy of Vice-Chairman shall then be filled via election. Special elections may be held when deemed necessary by a majority of the elected officers and board members, combined.
H. Officer Recall
Officers and officials may be recalled by a two-thirds roll-call vote of all eligible voters in the membership, whether such voters are absent or present at the meeting in question, during a regularly scheduled general meeting. The vote shall be recorded by the Secretary. Such a vote must be announced to the general membership no less than 14 days prior to the actual scheduled vote. Reasons for recall include, but are not limited to, involvement in illegal activities, conflicts of interest that have the potential of interfering with the mission of the organization, and extended absences in excess of four consecutive official meetings.
I. Provisions for Extended Absences of Elected Officers
If the Chairman is absent for an extended period of time, such as during the summer season, and meetings are being held, then the Vice-Chairman, Secretary, or Treasurer shall become Interim Chairman for the duration of the absence. If no members of the Executive Council will be remaining, then the Chairman may appoint any members in good standing to the interim positions. Interim positions shall have executive voting privileges for the length of their appointment and shall serve as the Executive Council. Interim appointments or vacancies may not be valid for more than thirty consecutive days during the fall or spring semesters, or for the length of the summer sessions, after which the term of the positions must be extended by majority vote or the absent officers replaced through election, extended absence in excess of this time frame being reason for recall.
Article V: Elected Officer Duties
The Chairman shall facilitate meetings, communicate to the membership, form committees and appoint members to fulfill necessary organizational business, be responsible for the output of and be responsible for checking and maintaining the S.A.L. e-mail account and Post Office box, and be a liaison to the City of Aberdeen and State of Mississippi. The Chairman, along with the other members of the Executive Council, shall also prepare a schedule for all meetings and also be responsible for announcing their times and places. The Chairman shall be responsible for working with the Vice-Chairman in communicating and working with the membership and leadership of other organizations. The Chairman must be available for public appearances.
The Vice-Chairman shall assist the Chairman with any of his/her duties as deemed necessary by the Chairman. The Vice-Chairman shall assume the duties of the Chairman in his or her absence. The Vice-Chairman shall also participate in the appointing of officers, and he or she shall be responsible for disseminating information to and be a contact for the general membership. The Vice-Chairman shall be responsible for working with the Chairman in communicating and working with the membership and leadership of other organizations. The Vice-Chairman must be available for public appearances.
The Secretary shall maintain notes on all official proceedings, report minutes of previous meetings, and keep attendance records at general meetings. The Secretary will work closely with the Chairman in organizational matters of the groups files and membership records. If the Secretary cannot attend a meeting, it is that persons responsibility to find a substitute Secretary for that meeting. The Secretary shall make sure that all files and records are maintained and in order. Additionally, the Secretary shall coordinate with the Office of the Mississippi Secretary of State as such actions relate to registration of the organization, its charities status, etc.
The Treasurer shall maintain notes on business transactions and account for funds of the organization, prepare reports to present at general meetings, and attend all meetings involving S.A.L. funds or funds to be transferred, offered, or given to S.A.L. In addition, the Treasurer shall manage any revenues collected. The Treasurer will work closely with the Chairman to maintain financial records of the organization. The Treasurer must be listed on any financial accounts held in the name of the S.A.L. Additionally, the Treasurer shall coordinate with the Office of the Mississippi Secretary of State as such actions relate to the financial statements and documentation of the organization.
Article VI: Special Counsel Board Members
A. Requirements and Qualifications
The organization must have at least five members, acting as special counsel to the Executive Council, and those positions are: 1) Senior Advisor and MDAH Liaison; 2) Legal Advisor; 3) Tax Advisor; 4) Senior Historian & Researcher; and 5) Real Estate Consultant.
The Senior Advisor and MDAH Liaison shall be a member in good standing of the organization and shall have particular expertise in dealing with matters of historic preservation as they relate to MDAH. This includes, but is not limited to: CLG grants, Permits for restoration work on a Mississippi Landmark, etc. The Legal Advisor shall be a member in good standing of the organization and shall assist the Board and Executive Council in the review of any legal documentation concerning the organization including, but not limited to, contracts, tax credits, historic preservation applications, etc. The Tax Advisor shall be a member in good standing of the organization and shall assist the Board and Executive Council in the review of any documentation or matter regarding tax lax, IRS code or regulation, etc. The Senior Historian & Researcher shall be a member in good standing of the organization and shall have the duty preserving the history of the organization as well as researching the history and significant facts of projects in which the organization may become involved. The Senior Historian & Researches shall work closely with the Chairman in order to adequately brief the Executive Council and Special Counsel on matters relating to the above. he Real Estate Consultant shall be a member in good standing of the organization and shall be responsible for evaluating any and all real estate that may concern the organization including, but not limited to, current projects, anticipated projects, etc.
B. Removal of any Special Counsel
Any person holding the title of Special Counsel Board Member to Save Aberdeen Landmarks Group, Inc. may be removed from this position by a two-thirds roll-call vote of all eligible voting members present during a regularly scheduled general meeting. Such a vote must be announced 14 days prior to the actual vote.
Article VII: The Executive Council
A. Provisions for Ties on the Executive Council
A tie vote on the Executive Council shall be broken by placing the matter before the organization for a vote.
B. Responsibilities of the Executive Council
The Executive Council shall be responsible for ensuring that each officer and Special Counsel Board Member is fulfilling his or her duties and responsibilities. The Executive Council shall be responsible for helping the Chairman plan the agenda for each meeting and for discussing its contents. The Executive Council shall divide duties to be executed among its members in order to efficiently execute the will of S.A.L. The Executive Council shall be responsible for recommending solutions or courses of action when problems arise. In any tied votes held by the membership, the Executive Council shall resolve the issue by a majority vote.
C. Meeting of the Executive Council
The Executive Council shall meet when necessary in order to make sure that the will of S.A.L. is executed. The Chairman shall be responsible for calling meetings and leading them, though any member of the Executive Council shall have the right to call a meeting when he or she feels that it is necessary. The Executive Council should ideally meet at least once before each regular official meeting.
D. Powers of the Executive Council
When the need arises, the judicial power for enforcing the dictates and provisions of this constitution and any other rules and bylaws passed and the power to exact consequences for violations thereof shall be vested in the Executive Council. However, the Executive Council shall not have the power to revoke membership or office or perform any other action for which this constitution explicitly provides other specific forms of redress, though they can recommend such a course of action to the membership and facilitate the proceedings to that effect. The Executive Council shall have the power to interpret this constitution when questions of its intent or prescribed forms and provisions arise. All judicial action, including matters of constitutional interpretation, taken by the Executive Council must be approved unanimously by all council members. Also, the Executive Council shall have the power to act as a committee of the whole with the power to initiate actions, provide consent for an action, and act in the name of the GSA in that capacity, though any action of the Executive Council may be brought to a vote before the membership if it there is a question of its validity and support.
E. Emergency Powers
The Chairman, in emergency situations and circumstances requiring immediate attention and/or approval where there is no time to contact the other members of the Executive Council for approval or attempts at such contact have failed, shall be free to act with executive authority in those situations. The Chairman shall be expected to attempt to seek out at least one concurring opinion from the Vice-Chairman or other officer of the Executive Council, if possible, in such situations. Actions taken under this provision shall be subject to strict scrutiny by the Executive Council and the membership at large. Misuse of these powers may be cause for judicial action and, for gross violations, possibly recall.
Article VIII: Funds
A. Applicable Regulations
This organization shall follow current Mississippi policy in regards to the handling of funds.
Two signatures shall be required on all drafts from the organization bank account. These signatures will include the Treasurer and either the Chairman or the Vice-Chairman.
Article IX: Rules and Provisions
A. Requirement of Consent
No action shall be taken in the name of S.A.L. without the consent of the membership or the Executive Council, except as provided for in Art. VII, E. Consent shall be defined as an uncontested motion or a majority vote for approval.
B. Meeting Schedule
Meetings shall be held on a regular basis as determined by the membership in a scheduled meeting at the beginning of each year, though this schedule may later be altered in whole or in part if such alteration is generally more convenient for the membership at large.
C. Provisions for Rules and Bylaws and Resolutions
The S.A.L. membership may pass and amend other binding rules and bylaws under this constitution as needed by a three-fifths majority vote of eligible voting members present, so long as such rules adhere to and do not violate the dictates and provisions of this constitution. Such a vote must be announced no less than seven days prior to the actual vote. Also, non-binding, yet official, resolutions may be passed by the same vote margin but shall require no notification period and may be voted on at the time they are presented in a regular meeting.
Article X: Constitutional Amendments
A. Proposal of Amendments
Any member in good standing may propose, in writing, an amendment to this constitution.
B. Amendment Process
This constitution may be amended or revised with the approval of two-thirds of the membership who retain general voting privileges. Such a vote must be announced to the general membership 14 days prior to the actual vote and must be held during a regularly scheduled general meeting. All voting members must have access to the current version and the proposed version(s) for at least seven days prior to the vote. Any and all changes should be clearly visible. Matters of spelling and punctuation need not be voted on.
Ratified by a majority of S.A.L. members, present & voting, on Sunday, April 1, 2007.
Bylaws of Save Aberdeen Landmarks Group, Inc.
Article I: Purpose of Conflict of Interest Policy
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II: Definitions of Conflict of Interest Policy
A. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
B. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III: Procedures for Conflict of Interest Policy
A. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D. Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V: Compensation
A. Preclusion Governing Board
A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
B. Preclusion Committee
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI: Annual Statements
A. Signatory Acknowledgement
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy, Has read and understands the policy, Has agreed to comply with the policy, and Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII: Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. The following state has adopted legislation satisfying the requirements of section 508(e) relating to private foundation governing instruments. Information derived from Revenue Ruling 75-38, 1975-1 C.B. 161. MISSISSIPPI except where otherwise provided by a court of competent jurisdiction.
Article IX: Dissolution of Organization
In the event of the dissolution of this organization, all of its assets, having been used for tax-exempt, charitable purposes shall be turned over to the same, namely a tax-exempt, charitable organization to be chosen by a two-thirds majority of both the voting membership and organization Executive Council and Board Members.