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Constitution
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Article I:  Name

Section 1:  The name of this organization shall be the Southern Economic Development Council.

Article II:  Purposes

Section 1:  The Southern Economic Development Council is organized for the purpose of advancing, through educational and professional efforts, the economic development of the following states -- Alabama, Arkansas, Florida, Georgia, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia and the District of Columbia.

Section 2:  The Southern Economic Development Council in all of its activities shall be a non-partisan and non-sectarian body.

Article III:  Membership

Section 1:  Any reputable person engaged in activities directed toward the economic development of the states listed above shall be eligible for membership in the Southern Economic Development Council when elected in accordance with the provisions of the By-Laws.
 All persons who joined the Southern Economic Development Council prior to March 1, 1952 shall be considered Charter members of the organization.

Article IV:  Government

Section 1:  The government of the Southern Economic Development Council shall be vested in a Board of Directors composed of:  (1) a Director duly elected from each state listed in Article IV of the By-Laws; (2) the duly elected Officers; (3) the Immediate Past Chairman.
 The Board of Directors may delegate interim authority to the Executive Committee composed of:  (1) the duly elected Officers; (2) the Immediate Past Chairman; (3) three Regional Directors elected by the Directors from the regional sectors; (4) the President.

Section 2:  At the Annual Conference of the organization, the representatives of each State shall meet and elect one Director and one Alternate Director to represent the State.  The Alternate Director shall serve only in the absence of or at the request of the Director.  The Alternate then has full powers of the Director.  The Director's term shall be as stated in Article IV of the By-Laws.

Section 3:  A Chairman, First Vice-Chairman, Second Vice-Chairman, Secretary-Treasurer shall be elected from the Board of Directors and/or the membership by the existing Board of Directors (comprised of the continuing and outgoing State Directors) at the Annual Conference.  During this election, each State Director shall have two votes.  The other Board of Directors members as described in Article IV, Section 1, shall have one vote each.  Those candidates receiving a majority vote of those Officers and Directors present and voting shall be deemed the winners.

Section 4:  The Officers shall assume and hold office effective as of January 1st following the annual meeting, for a perios ending as the following December 31st, or until duly elected successors are elected. Likewise, Directors elected at the annual meeting shall assume and hold office effective the January 1 following the annual meeting for the term elected, or until dul elected successors are elected. The Chairman and Vice-Chairmans shall not be eligible for reelection to their respective offices, but the Secretary-Treasurer may be reelected.

Section 5:  In the event of any vacancy of any office, such vacancy shall be filled by the Executive Committee, except that of State Director as provided for in Article IV, Section 3 of the By-Laws.  In the case of a vacancy in the Alternate Director position, the State Director shall submit a recommendation of a member for confirmation of the appointment by the Executive Committee.

Section 6:  Should any individual holding the office of Chairman, First Vice-Chairman, Second Vice-Chairman or Secretary-Treasurer move outside the Southern Economic Development Council's geographic territory as described by Article II -- Purposes Section 1 of the Constitution, or change employment or job responsibilities whereby leaving the economic development profession, the officer will be required to submit a resignation to the Executive Committee immediately.  It shall be the discretion of the Executive Committee to accept the resignation or refuse it.  In the event it is accepted, the procedure in Article V, Section 5 of the By-Laws will apply towards the replacement of the Officer.

Section 7:  All meetings of the Council shall be governed by Robert's Rules of Order.

Section 8: A majority of the Voting Directors shall constitute a quorum (12 members). The action of the majority of the Directors present at a meeting at which a quorum is in attendance shall constitute action by the Board of Directors.

Article V: Duties of the Officers, Directors and Immediate Past Chairman

Section 1:  Chairman -- It shall be the duty of the Chairman to preside at meetings of the Council, the Board of Directors and the Executive Committee and to perform specific duties which the Board or Executive Committee may place upon the Chairman and such other duties as ordinarily pertain to the Chairman's office.  The Chairman may designate other Officers of the Council to preside in the Chairman's stead at various sessions of the annual meeting.

Section 2:  Vice-Chairmen -- It shall be the duty of the Vice-Chairmens, in absence of the Chairman, to act for the Chairman and to perform such other duties as ordinarily pertain to such officers as may be delegated by the Chairman, Executive Committee or Board of Directors. 

Section 3:  Secretary-Treasurer -- It shall be the duty of the Secretary-Treasurer to supervise the keeping of records of the Council.  The Secretary-Treasurer shall make an annual financial report to the Council.  The Secretary-Treasurer shall be authorized to pay any financial obligations of the Council in the same fashion as the President.

Section 4:  President -- It shall be the duty of the President to maintain, under direction of the Secretary-Treasurer, the records of all meetings of the Council, the Board of Directors and the Executive Committee.  The President shall have charge and custody of all funds of the Council and pay all bills and obligations of the Council.  The President shall report annually to the Council on all matters handled by the President.  The President shall make an annual financial report and records shall be audited by a Certified Public Account at the end of each odd-numbered fiscal year or when deemed necessary by the Board of Directors, the cost of the audit to be paid by the Council.  The President shall have custody of all books, papers, and property of the Council and shall deliver all funds and records to the President's successor within 30 days following expiration of the President's term of office.  The President and the Secretary-Treasurer shall be bonded in favor of the Council in an amount approved by the Board, premium to be paid by the Council.  The President is a non-voting member of the Board of Directors.  He/she is an officer of the organization and is exempt from paying SEDC dues.

Section 5:  Immediate Past Chairman – It shall be the duty of the Immediate Past Chairman to chair the Long Range Planning and Honorary Life Membership Selection Committees.  He/she is an officer of the organization and is a voting member  of the Executive Committee.

Section 6:  Directors -- It shall be the duty of the Directors to represent the interest of the members of their respective states at all Board meetings.  They shall serve on special committees as requested by the Chairman.  They are specifically charged with membership relations in their respective states.

Section 7:  Alternate Directors -- It shall be the duty of the Alternate Director to assist the State Director in membership relations in their respective state and to represent the interest of the members of their respective state.  They shall be available to serve on special committees as requested by the Chairman.

Article VI:  Meetings

Section 1:  The location of the Annual Conference of the Southern Economic Development Council shall be determined at the Annual Conference as prescribed in Article VI of the By-Laws.  During the voting on the location of the Annual Conference, each State Director shall have one vote.  The site receiving a majority vote of those voting shall be deemed the conference site.  In the case of a tie vote the five elected officers would dismiss themselves from the full executive committee and vote to cast a single ballot that would break the tie.

Section 2:  States comprising the territory covered by the Southern Economic Development Council shall be divided as follows:

Western  Sector       Southeastern Sector       Mid Atlantic Sector
Arkansas                   Alabama                            Kentucky
Kansas                      Florida                               Maryland/District of Columbia
Louisiana                  Georgia                             West Virginia
Missouri                     Mississippi                      North Carolina                
Oklahoma                 South Carolina                Tennessee                      
Texas                         Virginia                            

Section 3:  An Agenda for the annual business meeting shall be submitted in writing to the general membership at least 30 days prior to the Annual Conference or of any special meeting called.

Article VII:  Funds

Section 1:  The organization shall not engage in the purchase, lease, sale or mortgage of real estate nor borrow money or incur debts over and above the purchase of routine office supplies and services without the prior approval of the Board of Directors.

Section 2:  Operating expenses of the Council shall be incurred with the approval of the Executive Committee or the Board of Directors.  Special expenditures or disbursements of any funds shall be made only in a manner prescribed by the Executive Committee.

Section 3:  Each member shall pay an annual membership fee in advance, and members can be suspended from the organization for non-payment of dues.

Section 4:  The Southern Economic Development Council shall use its funds only to accomplish the objectives and purposes contained in the Constitution and no part of said funds shall inure or be distributed to the members of the Council.  Upon dissolution of the Council, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational scientific or philanthropic organizations, selected by the Board of Directors and approved for tax purposes by legal counsel to the Council.

Article VIII:  Amendments

Section 1:  These Articles may be amended at any Annual Conference by a majority vote of the members present in good standing or at any special meeting called for that purpose.

Section 2:  Proposed amendments shall be submitted in writing to all members of the Southern Economic Development Council at least 30 days prior to the Annual Conference; or of any special meeting called for that purpose.

Article IX:  Committees

Section 1:  The Chairman shall appoint all committees and shall authorize and define the powers of all committees.

Article X:  Fiscal Year

Section 1:  The fiscal year shall end with the thirty-first day of December each year.

Article XI:  Enactment

Section 1:  These Articles as amended shall be effective as of October 30, 1989.

Adopted:  November 13, 1951, Fort Worth, Texas
Revised:  October 23, 1973, Atlanta, Georgia
Revised:  October 7, 1998, Winston-Salem, North Carolina
Revised: April 14, 2000, Atlanta, Georgia
Last Amended:  October 7, 2008, Hot Springs, Virginia