At its November 6, 2003 General Membership meeting in Marietta, Georgia, the GCCMA adopted a new constitution and bylaws to govern the Association. They became effective immediately upon passage. ARTICLE I Section 1. NAME: The name of this organization shall be the Georgia City-County Management Association. ARTICLE II Section 1. PURPOSE: The purposes of this Association are as follows: To improve the quality of local government in Georgia by supporting and encouraging professional local government management. To provide professional development programs and publications for local government professionals that improve their skills, increase their knowledge of local government, and strengthen their commitment to the values and ideals of professional management. To serve as the recognized affiliate organization of the International City Management Association [the professional association of appointed administrators serving cities, counties, regional councils, and other local government(s)] in the State of Georgia. ARTICLE III Section 1. OFFICERS: The officers of the Association shall be a President, Vice President, Secretary-Treasurer, and six directors as follows: One director-at-large shall be the most immediate and active past president. Five district directors shall be elected from each of the five geographic districts of Georgia as determined by the Board of Directors. Section 2. DUTIES: The duties of the officers shall be as follows: President - Assume duties at the close of the Spring meeting; Preside at all meetings of the Association, its Board of Directors and Executive Committee Attend the manager's section meetings of the annual meetings of GMA and ACCG and represent the GCCMA at these meetings and on the GMA and ACCG boards in accordance with the by-laws of those associations Appoint members to committees, as provided herein, and to other positions as necessary including: Scholarship committee ICMA Program Planning representative Fall meeting site selection committee Newsletter/website coordinators Program Planning Committee By-Laws Committee Various ICMA & ad hoc GCCMA committees as necessary Activate a committee every five years comprised of all past presidents that are still active in the Association to review and recommend changes, if necessary, to the GCCMA By-laws Maintain a checklist of duties and activities to be passed on to the next President Attend the ICMA Annual meeting Activate the Nominating Committee as prescribed in Article Set Board of Directors meeting dates for the term of office Present an annual budget and plans to the Board of Directors to accomplish the objectives of the Association Perform other duties usually incumbent upon this office Authorize normal and regular expenditures as required, including those expenditures not previously authorized by the annual Association budget, association management and training agreements, or other contracts, so long as no single non-appropriated amount does not exceed five hundred dollars ($500). Vice President - Preside in the absence of the President Assume the Presidency in the event the office of the President becomes vacant Organize and direct educational programs and publications Chair the Program Planning Committee Maintain a checklist of duties and activities to be passed on to the next Vice President Represent the GCCMA on the GMA and ACCG boards in accordance with the by-laws of those associations Perform other duties usually incumbent upon this office Authorize normal and regular expenditures as required, including those expenditures not previously authorized by the annual Association budget, association management and training agreements, or other contracts, so long as no single non-appropriated amount does not exceed five hundred dollars ($500). Secretary-Treasurer - Ensure proper accounting for all revenues and expenditures of the Association by reviewing quarterly financial reports submitted by the Association Business Manager Prepare and maintain minutes of all meetings of the Association and the Executive Committee Inspect and audit the work of the Association Business Manager Make an annual report to the Association of its financial condition Organize and direct membership recruitment and retention programs Maintain, with the assistance of the Association Business Manager, an electronic membership directory Serve as Vice Chair of the Program Planning Committee Coordinate hospitality room and supplies for the Fall and Spring meetings Maintain a checklist of duties and activities to be passed on to the next Secretary-Treasurer Perform other duties usually incumbent upon this office Chair the Fall Conference Site Selection Committee Director-at-large - Advise the Board of Directors on matters relating to the Association Chair the Nominating Committee Chair the By-Laws Committee Perform other duties directed by the President, Board of Directors or Executive Committee. District Director - Conduct at least one meeting of Association members residing within the district for which the Director is responsible Communicate the interests and concerns of the members to the Board of Directors Encourage members and prospective members to attend Fall and Spring meetings sixty days prior to each meeting Contact every district member upon their election Review district membership and identify potential members within the district Provide membership applications to prospective members Perform other duties directed by the President or Board of Directors. Section 3. QUALIFICATIONS FOR OFFICE AND TERMS: The officers shall be full members of the Association for at least two years prior to the date of their election, and the President, Vice President, and Secretary-Treasurer shall be members of ICMA. The terms of office shall be for one year or until their successors are elected and qualified. Officers must continuously maintain their eligibility for election during the terms of their service in their respective offices. An officer whose status changes during his/her term of service in office in such a manner as to make him/her ineligible for election to said office shall be considered to have vacated his/her office as of the date that such status change occurs. Notwithstanding the provisions stated in the paragraph above, any officer that is in transition may complete his/her term in office, provided they are actively pursuing employment with a local government in the state of Georgia, and were not terminated at their previous position for cause. Officers in transition must communicate in writing to the highest ranking officer not in transition of their intent and efforts to obtain employment in the state of Georgia if they desire to maintain their office in GCCMA. In case of a vacancy in office, the unexpired term shall be filled by the Board of Directors except for the office of President in which case the Vice-President shall become President. ARTICLE IV Section 1. BOARD OF DIRECTORS: The Board of Directors shall consist of the officers of the Association as defined in Article III, Section 1. In addition to carrying out the duties assigned elsewhere in the Constitution and Bylaws, the Board of Directors shall be responsible for overseeing the general operation of the Association to ensure the purposes of the Association are fulfilled. The Board of Directors shall recommend to the Association contract(s) for the management of the Association's business, training, conferences and general administration, and may entrust to the so named Business Manager the keeping of all funds, records, and property of the Association. Section 2. EXECUTIVE COMMITTEE: The Executive Committee shall consist of the President, Vice-President, Secretary-Treasurer and Director-at-Large. The Executive Committee shall be convened on an ad hoc basis between meetings of the Board of Directors or full membership to consider matters of an emergency nature, or on which some action is required prior to the next Board of Directors or General Membership meeting. Executive Committee meetings will be called at the discretion of the President or Acting President and may include other District Directors, in person or by conference call, and a quorum of three(3) shall be required for meetings of the Executive Committee. Section 3. COMMITTEES: The President shall appoint such committees as he/she may deem necessary for the operation of the Association. Section 4. PROGRAM PLANNING COMMITTEE: The Program Planning Committee shall be comprised of eleven (11) voting members: the Association Vice-President who shall serve as committee chair, the Association Secretary-Treasurer who shall serve as committee vice-chair, and nine other members who shall each serve terms of three (3) years each. Terms shall be staggered with the terms of three of the committee members expiring on April 30 of every year. The Association President shall appoint three members to fill these positions, and shall also fill vacancies which occur on the Program Planning Committee due to resignation, death, termination of Association membership, or other inability to serve. Staff representatives from GMA, ACCG and CVIOG will be non-voting ex-officio members of the Program Planning Committee, and not counted as members for purpose of appointment or quorum determination. The Program Planning Committee shall be responsible for planning the spring and fall conferences for the calendar year following their appointment. Section 5. SCHOLARSHIP COMMITTEE: The President shall appoint five (5) members to the Scholarship Committee for one year terms in April of every year as specified in Article III, Section 2, paragraph (a). The President shall name the committee chair. The committee chair shall cause letters to be sent in July to the appropriate schools requesting applications from MPA students. Applications must be received in September to be considered. In September, the Committee shall meet to review applications and formulate a recommendation to the full membership of the GCCMA. The recommendation of the Committee will be reported to the GCCMA membership at the Fall Conference. Section 6. Fall Conference Site Selection Committee: There shall be six (6) members on the Fall Conference Site Selection Committee. The Secretary-Treasurer shall serve as the Chair of the committee and the President shall appoint one (1) member from each of the five (5) districts as specified in Article III, Section 2, paragraph (a). When activated by the President, the Committee shall announce their solicitation for host communities at the Spring meeting in the year they are appointed. The deadline for submittal of proposals shall be in June. Site visits to selected communities making proposals shall be made in July. A recommendation shall be made by the Committee to the GCCMA membership at the Fall meeting. The recommendation shall specify where the Fall meeting should be held the following year. Section 7. By-Laws Committee: All the active Past Presidents of GCCMA shall be members of the By-Laws Committee. The Committee shall be activated every five (5) years as specified in Article III, Section 2, paragraph (a). Commencing in 2008, and every five (5) years thereafter, the Chairperson of the Committee shall be the most immediate and active Past President of GCCMA. The Committee shall review and make recommendations concerning amendments to the By-laws if deemed appropriate. The review and formulation of the recommendations shall be coordinated by the Chairperson of the Committee. Any recommendations of the Committee concerning amendments to the by-laws shall be made at a general membership meeting. ARTICLE V Section 1. NOMINATIONS: A Nominating Committee shall be activated by the President to nominate officers of the Association. This committee shall have three members, these being the three most recent and active Past Presidents. The Nominating Committee shall report by mail the members of its slate of officers not later than 30 days prior to the annual meeting. Nominations from the floor by the membership will be accepted. Section 2. ELECTION: Officers shall be elected at the annual meeting by receiving a majority of votes or by receiving an absentee ballot by requesting such ballot from the Secretary-Treasurer at least twenty-four hours in advance of the vote. Absentee ballots must be returned to the Secretary-Treasurer prior to the poll of the membership at the annual meeting, in order to be counted. ARTICLE VI Section 1. MEMBERSHIP CATEGORIES: The members of this Association shall be designated as Full, Associate, Cooperating, Student and Honorary, as defined below. Only Full Members shall be eligible to vote and hold office. All members except Honorary shall pay annual dues. All members except Honorary and Affiliate shall be residents of the State of Georgia. In the definitions below, the term "local government" includes cities, counties, and councils of governments. Full Member: Any Full Member of ICMA; any person occupying a position as administrative head of a local government recognized by ICMA as a "Council Manager Position" or "General Management Position;" any person occupying a position as administrative head of a local government that is eligible for recognition by ICMA as a "Council Manager Position" or "General Management Position," and any person who is a principal assistant to the administrative head of a local government that is eligible for recognition by ICMA as a "Council Manager Position" or "General Management Position." Affiliate Member: Any person employed in an administrative position by a local government or an association of local governments, persons retired from local government service, persons employed by the State of Georgia, the United States Government or any agency thereof; any person whose principal occupation is the teaching of public administration or closely allied subjects. Student Member: Any full-time student who intends to follow a career in local government or to teach public administration. Honorary Member: Only those persons nominated unanimously by the Board of Directors and elected by a majority of members voting in an annual business meeting, in recognition of distinguished service to the profession of local government management. Section 2. ELIGIBILITY: Any question of eligibility for membership in the Association shall be resolved by majority vote of the Board of Directors. Membership eligibility decisions of the Board of Directors may be appealed to the membership at the annual business meeting. Section 3. PROFESSIONAL CONDUCT: All members of the GCCMA agree to adhere to the current version of the ICMA Code of Ethics as a condition of membership in GCCMA. The Board of Directors shall act as the committee on professional conduct and shall establish procedures for handling of complaints against members, for investigation thereof, and reporting recommendations to ICMA. Actions and/or recommendations of the Board of Directors concerning professional conduct shall be reported to the membership at a general membership meeting. Section 4. RESIGNATION: Any person may resign as a member of the Association by giving written notice to the Secretary-Treasurer. Officers of the Association must resign from the Association and/or Board of Directors by giving written notice to the President, or the highest active members of the Board of Directors. ARTICLE VII DUES: From time to time as it deems necessary, the Board of Directors shall recommend a schedule of annual dues for various membership categories. Such schedule of dues shall be effective only upon ratification of those members present and voting at a general membership meeting held during a spring or fall conference. ARTICLE VIII Section 1. MEETINGS: The annual business meeting of the Association shall be held in the spring of each year, and a general membership meeting may be held in the fall of each year during the Fall Conference. Special meetings may be called by the President or by majority vote of the Board of Directors. Members must be notified by mail at least twenty-one (21) days prior to such special meetings. Section 2. FISCAL YEAR: The fiscal year for this Association shall begin May 1st and end April 30th of the following calendar year. Section 3. QUORUM - A minimum of five (5) members of the Board of Directors shall constitute a quorum for Board of Directors meetings. A minimum of thirty (30) GCCMA members shall constitute a quorum for a general membership (annual) meeting. No business shall be conducted unless a quorum is present at the meeting. ARTICLE IX Section 1. This Constitution may be amended or repealed by a two-thirds vote of the members of the Association present and voting at a general membership meeting. Five Full or Associate members of the Association may by petition to the Secretary-Treasurer initiate a Constitutional change. All proposed amendments shall be mailed by the Secretary-Treasurer to all members not later than thirty (30) days prior to the general membership meeting. All members of the GCCMA agree to adhere to the ICMA Code of Ethics as a condition of membership in GCCMA. ICMA CODE OF ETHICS THE PURPOSES of the International City/County Management Association are to enhance the quality of local government and to support and assist professional local administrators in the United States and other countries. To further these objectives, certain principles, as enforced by the Rules of Procedure, shall govern the conduct of every member of the International City/County Management Association, who shall: Be dedicated to the concepts of effective and democratic local government by responsible elected officials and believe that professional general management is essential to the achievement of this objective. Affirm the dignity and worth of the services rendered by government and maintain a constructive, creative, and practical attitude toward local government and a deep sense of social responsibility as a trusted public servant. Be dedicated to the highest ideals of honor and integrity in all public and personal relationships in order that the member may merit the respect and confidence of the elected officials, of other officials and employees, and of the public. Recognize that the chief function of local government at all times is to serve the best interests of all of the people. Submit policy proposals to elected officials, provide them with facts and advice on matters of policy as a basis for making decisions and setting community goals, and uphold and implement local government policies adopted by elected officials. Recognize that elected representatives of the people are entitled to the credit for the establishment of local government policies; responsibility for policy execution rests with the members. Refrain from participation in the election of the members of the employing legislative body, and from all partisan political activities which would impair performance as a professional administrator. Make it a duty continually to improve the member's professional ability and to develop the competence of associates in the use of management techniques. Keep the community informed on local government affairs; encourage communication between the citizens and all local government officers; emphasize friendly and courteous service to the public; and seek to improve the quality and image of public service. Resist any encroachment on professional responsibilities, believing the member should be free to carry out official policies without interference, and handle each problem without discrimination on the basis of principle and justice. Handle all matters of personnel on the basis of merit so that fairness and impartiality govern a member's decisions pertaining to appointments, pay adjustments, promotions, and discipline. Seek no favor; believe that personal aggrandizement or profit secured by confidential information or by misuse of public time is dishonest.