424 Blount Avenue, Box G-17 Guntersville, AL 35976
256-582-1918
256-582-1918

By Laws

BY-LAWS
of
Marshall County PALS, Inc.
(People Against a Littered State)
An Alabama Nonprofit Corporation

Note: These By-Laws, approved and adopted by the Board of Directors at its Annual Meeting on January 30, 2007,

supersede the original By-Laws adopted February 8, 1994 and all subsequent amendments. 
Further Note: All amendments to these By-Laws made since the January 30, 2007 approval date
have been incorporated and noted.

ARTICLE I: OFFICES OF THE CORPORATION

Section 1.  Principal Office. The principal office of the Corporation shall be in the State of Alabama at the Marshall County Courthouse, Guntersville, AL or such other location as may be designated by the Board of Directors from time to time.

Section 2.  Other Offices. The Corporation may also have offices at such other location(s) within or without the State of Alabama as the Board of Directors may lawfully designate from time to time.

ARTICLE II: DUTIES

The duties of Marshall County PALS shall be to promote public awareness and interest in the general improvement of the environment of Marshall County; to initiate, plan, direct, and coordinate programs for litter control through anti-litter education and litter clean-up and prevention projects in conjunction with and in cooperation with citizens, government, businesses, and industries within the limits of Marshall County; to study,investigate, and develop plans for improving the health, sanitation, safety, and cleanliness of Marshall County; to design and promote ways to beautify, including the removal and elimination of trash and debris from, the streets, highways, alleys, stream banks, lots, yards, parks, school grounds, and other similar places on both public and private property in said county; to encourage the placing, planting and/or preservation of trees, flowers, plants, shrubs, and other objects of ornamentation and beauty in said county; to advise and recommend plans to departments of the cities and county for the beautification of themselves and Marshall County; and otherwise to promote public awareness and interest in the general improvement of the environment of Marshall County.

ARTICLE III: BOARD OF DIRECTORS

Section 1. Number of Directors, Election, and Terms of Office. The number of Directors which shall constitute the whole Board of Directors shall be not more than fifty (50), until and unless changed by Resolution of the Directors at an Annual Meeting. The initial Board of Directors shall be elected at the first Annual Meeting of the membership, with one-third to serve one year; one-third, two years; and one-third three years. Subsequently, all Directors will be elected for three-year terms. Additional Directors, not to exceed the allowed number, may be elected at any regular or special meeting of the Board of Directors upon nomination presented by the Executive Committee, and such Director(s)’ terms shall run as if they had been elected at the last-held Annual Meeting. That is, for the balance of the year in which elected plus two additional years. Directors can be reelected
for an indefinite number of terms.
Section 2. Board of Directors. The Board of Directors shall be comprised of the following positions:
  1. a.The Chairman of the Board, who shall be appointed by the Executive Board;

  2. b.The elected officers: President, Vice President for Membership, Vice President for Finance, Secretary, Treasurer, and any other appointed or elected officer as may be designated by the Board of Directors;

  3. c.The Program Coordinator employed by the Board of Directors shall be an ex officio member of the Boardunless by action of              the Board of Directors he/she is a duly elected Director.

d. All chairpersons of the Standing Committees;
e. Mayors, or appointed representatives, of all incorporated municipalities in Marshall County;
f.  Chairman of the Marshall County Commission;
g. Commissioners of the four Marshall County Districts;
h. Superintendents, or appointed representatives, of all school systems in Marshall County;
i.  Representatives of the judicial systems of the County and each Municipality in the County;
j.  Representatives of the Marshall County Sheriffs Department and each Municipal Police Department in the County;
  1. k.Representatives of the Marshall County Health Department and other agencies concerned with solid waste disposal, recycling, waterways, wildlife preservation, and other environmental matters;

  2. l.Representatives of Chambers of Commerce, tourism boards and commissions, beautification boards, garden clubs, and other organized groups concerned with a clean, beautiful, and environmentally healthy county;

m. Representative of the Marshall County Economic Development Council; and
  1. n.Citizens at large who may be appointed by the Executive Board or the Board of Directors.

Section 3. Filling Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office and present and voting at the meeting where the nominee, recommended by the Executive Board, is presented for election.
Section 4. Resignations and/or Removal of Directors. Any Director may resign at any time, provided that such resignation shall be in writing. The resignation shall take effect immediately upon delivery to the principal office of the Corporation addressed to the attention of the Board of Directors. The other members of the Board of Directors may declare vacant the office of a Director who is declared of unsound mind by an order of court, who is indicated for, pleads guilty of or nolle contender to, or is convicted of a felony, or who has abandoned his position by failure to attend the Annual Meetings, to perform assigned duties, or to demonstrate interest in the stated purposes and mission of the Corporation.
Section 5. Management of the Business of the Corporation. The Board of Directors is charged with the entire management of the business of the Corporation. In the management and control of the property, business, and affairs of the Corporation, the Board of Directors is vested with all of the powers of the Corporation itself, so far as this delegation of authority is not inconsistent with applicable law, with the Articles of Incorporation of the Corporation, or with these By-Laws.
Section 6. Place of Meetings of the Board of Directors. The Board of Directors may hold meetings, both regular and special, either within or without the State of Alabama; however, except in emergencies or extraordinary or unusual circumstances, all meetings of the Board of Directors shall be held in the State of Alabama at places designated by the Executive Board or the Board of Directors.
Section 7. Annual Meeting. The Annual Meeting of the Board of Directors shall be held on the fourth Tuesday in January unless otherwise designated by the Executive Board and no less than ten days written notice given to all Directors by email or by first class U.S. mail to the address of record for each Director. As a matter of practice, all current dues-paying members of Marshall County PALS shall be invited to the Annual Meeting, as well as prospective members who share the interests of the organization. Only Directors have voting rights on elections and other business matters coming before the Board.
Section 8. Regular Meetings. The Board of Directors may adopt from time to time a schedule of regular meetings, which when held in accordance with that published schedule require no additional notice of such time and place, though it shall be a matter of practical policy to send reminders of all such meetings to enhance attendance and participation.
Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the President or the Secretary by giving one day’s notice to each Director, either in person, by telephone, by email, or by writing actually delivered. Special meetings may be called by any two or more Directors by notice in writing actually delivered to each Director. Attendance at a special meeting constitutes a waiver of notice of the meeting unless the Director attends for the specific purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called or convened.
Section 10. Order of Business at Meetings. The order of business at Annual Meetings and, so far as practicable, at all other meetings of Directors shall be as follows:
a. Where notice is required, proof of due notice of the meeting.
b. Call of roll, either by voice roll call or sign-in by those in attendance.
c.  Introduction of PALS members not on the Board and introduction of guests.
d. Approval of Minutes of the last meeting of like kind.
e. Annual reports of officers and committee chairs.
f.  Completion of unfinished business.
g. Consideration of new business.
h. Election of officers (at Annual Meeting) and Directors.
  1. i. Adjournment of meeting.

Section 11. Quorum of Directors. At all meetings of the Board of Directors, a quorum for the transaction of business shall consist of those Directors present and voting. The act of a quorum shall be the act of the Board of Directors, except as otherwise might be provided by law, the Articles of Incorporation of the Corporation, or by these By-Laws.
Section 12. Action without a Meeting. Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if the Directors or the committee, as the case may be, consent thereto in writing and the writing is filed with the Secretary for placement in the minutes book.
Section 13. (This section was added by action of the Executive Board, November 7, 2011.)  Any meeting referred to in these By-Laws as the Annual Meeting or a meeting of the Board of Directors, whether regular or special, may be designated by the Executive Board and publicized as a meeting of the membership as a whole, which shall not preclude the Board’s conducting any necessary business requiring a vote of the Directors so long as a quorum is present to take such action.

ARTICLE IV: STANDING COMMITTEES AND AD HOC COMMITTEES

The Board of Directors, by resolution of a majority of the Directors present and voting at a duly called or regularly scheduled meeting, may designate one or more committees of the Board, each committee to consist of at least one Director. For the Standing Committees, this Director shall serve as the chairperson. Ad hoc committees may be chaired by any member appointed or elected by the Board. The Board may also designate one or more alternate members of such committees who may replace any absent or disqualified member at any meeting of the committee. Standing Committees and any duly appointed ad hoc committee, to the extent provided in the resolution creating it, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation in the area of that committee’s duties and responsibilities. Such committees shall be named by the Board of Directors as deemed appropriate to reflect their purpose. Such committees shall keep minutes of their meetings and report the same to the Board of Directors at any time required, and the minutes shall be open to all Directors at all times, whether or not members of the committee. Standing Committees shall be the following, until and unless the Board of Directors by resolution shall change them.

Section 1. Executive Board.

  1. a.The Executive Board shall be composed of the elected officers of the Corporation: president, vice president for membership, vice president for finance, secretary, treasurer, and any other office that may be established by the Board of Directors; the chairman of the board who shall be appointed by the Executive Board; and the chairpersons of all standing committees appointed by the elected officers.  (Italicized words were a revision made by the Executive Board Nov 7, 2011.)

  2. b.The Executive Board shall collate information from the various committees, establish meeting agendas, and provide overall guidance for the management of the organization and its programs. It shall have the power of the Board of Directors between meetings of the Directors, except that it may not modify any action taken by the Directors. The Executive Board shall also be responsible for establishing an awards and recognition program that will include various annual awards earned by individuals and/or schools, communities, organizations, or other appropriate entities for superior achievement or outstanding performance in sponsored contests, beautification projects, clean-up efforts, implementation and/or maintenance of effective litter control practices, or other appropriate contribution to the over-all results sought by Marshall County PALS. Each Executive Board member shall be alert to unique opportunities to recognize and/or reward outstanding anti-litter attitudes and behaviors; be creative in recommending ways and means for giving such recognition, so that the individual or group recipient will experience maximum reinforcement and satisfaction and the public at large will receive maximum awareness of the accomplishment(s) and their benefits to the community. The Executive Board shall assign responsibility for the acquisition and presentation of awards, certificates, and other forms of recognition, at the annual event

    designated for this activity and other such times and places as deemed appropriate.
  1. c.To assist in the effective discharge of the responsibilities described above, the Executive Board shall have the authority and the duty to (1) hire the services of a program coordinator, (2) establish the duties and work schedule and other terms of employment according to need and resources, as these may vary from time to time, and (3) provide the overall guidance and supervision of the coordinator. All actions taken in the exercise of this duty shall be reported to the Board of Directors according to the established order of business for committee reporting. At the discretion of the Executive Board, the program coordinator may be assigned the title of Executive Director when in the Board’s judgment the work schedule, experience level, qualifications, and functions performed are commensurate with the title of Executive Director.

  1. Section 2. Adopt-a-Mile.

  2. a.This committee shall be comprised of the chairperson as appointed by the Executive Board and one member from each municipality and major community in the County. The chairperson of this committee shall be a member of the Executive Board.

  3. b.The committee is responsible for identifying and making a record of all miles currently adopted in the County and for tracking and updating that record as it may change from time to time. The committee shall (1) promote and encourage individuals, families, businesses, churches, organizations, and other groups to adopt miles (become Adopt-a-Mile sponsors), streets, blocks, spots, or other areas of their choosing; (2) shall assist in getting sponsors signed up in the Adopt-a-Mile program; (3) shall place the necessary order(s) for Adopt-a-Mile signs with the PALS office for processing; and (4) follow-up on the delivery and installation of the sign(s) until this is accomplished on behalf of the sponsor.

  4. c.The committee, in so far as possible, shall establish personal contact and maintain some form of communication with each Adopt-a-Mile sponsor in the County, and particularly in those areas where such sponsors are not actively monitored under Adopt-a-Mile programs operated by the municipalities. Sponsors are to be regularly reminded (where needed) that sponsorship carries with it the personal commitment and the responsibility to keep the adopted area picked up on a regular basis and as free of litter as reasonably possible. Sponsors shall be encouraged to form neighborhood “partnerships” for rotating the scheduled pick-ups and thereby spreading the workload. The committee will assist sponsors in setting up reporting procedures such that all man hours and all bags of litter picked up from each adopted location are accounted for to the PALS office.

  5. d.This committee shall coordinate the county-wide annual Spring Clean-up in conjunction with the statewide campaign sponsored by Alabama PALS.

Section 3. Adopt-a-Stream.

  1. a.This committee shall be comprised of the chairperson as appointed by the Executive Board and one member from each community in the County where streams and waterways are located. The chairperson of this committee shall be a member of the Executive Board.

  2. b.The committee is responsible for (1) obtaining a list of all streams and waterways in the County including their names of record and their locations; (2) for identifying potential Adopt-a-Stream sponsors among the residents or property owners in the respective communities of stream locations; (3) for seeking consent of prospective sponsors and signing them up in the Adopt-a-Stream program; (4) for placing the necessary order(s) for Adopt-a-Stream signs with the PALS office for processing; and (5) for follow-up on the delivery and installation of the sign(s) until this is accomplished on behalf of the sponsor.

  3. c.The committee shall cooperate with and seek cooperation from other groups and agencies in the county concerned with cleaning up, preserving, and maintain any and all waterways, including but not limited to TVA River Rescue, RSVP Alabama Water Watch, RCD (Resource, Conservation & Development)–Alabama Rivers & Valleys, Marshall County SWCD, Coast Guard Auxiliary—Clean Water Program, and others. Such cooperation shall include PALS’ participation in the programs and events of these groups and soliciting the participation of these groups in the programs of PALS, such as sponsorships in the Adopt-a-Stream program, for example.

  4. d.The committee, in so far as possible, shall maintain personal communication with each Adopt-a-Stream sponsor in the County, and keep them regularly reminded (where needed) that sponsorship carries with it the personal commitment and responsibility to keep the adopted area picked up on a regular basis and as free of litter as reasonably possible. Sponsors shall be encouraged to form neighborhood “partnerships” for rotating the scheduled pick-ups and thereby spreading the workload. The committee will assist sponsors in setting up reporting procedures such that all man hours and all bags of litter picked up from each adopted location are accounted for to the PALS office.

  5. e.This committee shall partner with the Adopt-a-Mile committee in conducting the county-wide annual Spring Clean-up in conjunction with the state-wide campaign sponsored by Alabama PALS.

Section 4. Business and Industry.

  1. a.This committee shall be comprised of the chairperson as appointed by the Executive Board and one member from each municipality and township where business and industry are located. The chairperson of this committee shall be a member of the Executive Board.

  2. b.This committee shall be responsible (1) for actively observing the properties and practices of businesses in the respective communities with respect to their contribution toward achieving the purposes of Marshall County PALS; (2) for causing written record of the observed specifics to be made to the PALS office; for (2) suggesting ways to acknowledge and reward such practices and to make examples of them to promote such practices among other businesses in the County.

  3. c.Conversely, when violations of state and local litter laws or ordinances are observed on the properties or in the practices of businesses or industries, or when such practices represent a source of litter to their communities, the committee shall make written report of the specifics to the PALS office so constructive action can be taken and communications initiated with the offending business or industry regarding the violations or unacceptable practices.

  4. d.The committee shall seek opportunities through communications with business owners or plant managers (1) to learn about their established policies regarding litter control for their operations and employees; (2) to gain permission to share exemplary information and materials thus obtained with other businesses who do not have effective litter control policies; and (3) to solicit opportunities to meet with business managers and employee groups for the purpose of promoting effective litter control policies and practices.

  5. e.All personal contacts with businesses should include the invitation to become a supporting member, donor, or sponsor of Marshall County PALS.

Section 5. Education.

  1. a.This committee shall be comprised of the chairperson as appointed by the Executive Board and one member from each school in the County. The chairperson of this committee shall be a member of the Executive Board. The other members of the committee shall be the contact persons in the respective schools, or school systems, with which the chairperson will coordinate the anti-litter education programs sponsored by MarshallCounty PALS.

  2. b.The first duty of the Education Committee chairperson shall be to establish the contact persons in the respective schools who will be his/her point of contact throughout the year and therefore comprise the education committee.

  3. c.The chairperson, with the assistance of PALS Program Coordinator, will work with the school contact persons (1) to promote participation in the annual state-wide poster and essay contests sponsored by Alabama PALS; (2) to collect the posters and essays from the schools; (3) to coordinate the judging according to prepared guidelines; (4) to cause the winners to receive the proper recognition and awards as designated by the Board of Directors; and (5) to pass on the winning posters and essays in the County competition to Alabama PALS for the state-level competition.

  4. d.The committee shall arrange for the participation by PALS in anti-litter and environmental education programs sponsored by schools and school agencies when invited to do so.

  5. e.The committee shall work with Alabama PALS to establish or re-establish and maintain an active Clean Campus Program throughout the County, using the guidelines and materials developed and furnished by Alabama PALS.

Section 6. Finance.

  1. a.This committee shall be comprised of the Vice President for Finance elected at the Annual Meeting as the chairperson and such other committee members as the chairperson may appoint.  The chairperson of this committee shall be a member of the Executive Board.

  2. b.This committee shall be responsible for developing ways and means of funding the on-going work of the Corporation, to include (1) membership funding (in coordination with the Membership Committee), (2) County and other local government support, (3) sponsorship funding through donations and contributions, including in-kind contributions, (4) fund-raising events and activities.

  3. c.The committee shall research the possible sources for environmental grants that may be obtained for litter control education or projects related to the purposes of the Corporation and pursue such opportunities as may be available.

Section 7. Law Enforcement.

  1. a.This committee shall be comprised of those representatives of law enforcement departments and agencies elected to serve as Directors. The chairperson shall be appointed by the Executive Board.  The chairperson of this committee shall be a member of the Executive Board.

  2. b.This committee shall be responsible (1) for reviewing and assessing current litter law enforcement practices and procedures among the County’s law enforcement agencies to insure maximum conformity with state law and local ordinances, and (2) for recommending enforcement practices designed to reduce litter.

  3. c.The committee shall notify the PALS office of any litter arrests, tickets issued, court hearings, and/or convictions for violations of state or local litter laws or ordinances. This information will be used to publicize such actions to raise public awareness of the seriousness of criminal littering, and to make public acknowledgement of the effective enforcement practices employed in the County.

Section 8. Legislation and Local Government.

  1. a.This committee shall be comprised of the chairperson appointed by the Executive Board and such other members as the chairperson may appoint.  The chairperson of this committee shall be a member of the Executive Board.

  2. b.This committee shall (1) keep the Board of Directors apprised of state legislation and/or local ordinances related to the mission and purposes of the Corporation, (2) advise and recommend ways the Corporation might have constructive in-put for the development or implementation of local ordinances, procedures, and practices related to litter control, (3) receive and pursue recommendations from the Board of Directors regarding the introduction or implementation of local or state litter control laws, procedures, and practices.

Section 9. Membership.

  1. a.This committee shall be comprised of the Vice President for Membership elected at the Annual Meeting as the chairperson and such other committee members as the chairperson may appoint.  The chairperson of this committee shall be a member of the Executive Board.

  2. b.This committee shall be responsible for (1) recommending and carrying out ways and means for attracting and enrolling new dues-paying members into Marshall County PALS, including individuals, families, businesses, organizations, clubs, agencies, and other organized groups; and for (2) designing procedures and mechanisms for collecting renewal membership dues and keeping all members current on their dues payments.

  3. c.The committee shall review the current membership categories and dues structure and recommend any changes to the Board of Directors that might improve the results of enrollment efforts and/or increase the amount of revenue derived from membership dues.

Section 10. Public Relations.

  1. a.This committee shall be comprised of the chairperson, who shall be the Program Coordinator (or Executive Director, as the case may be) and such other committee members as the chairperson may appoint to assist her.  The chairperson of this committee shall be a member of the Executive Board.

  2. b.This committee shall (1) actively seek opportunities to publicly promote the goals and objectives, events,and accomplishments of the Corporation, (2) take the initiative to create partnerships with other organizations and agencies having similar goals and objectives and environmental concerns, (3) establish and maintain effective working relations with all forms of public media who can help to promote a positive image of Marshall County PALS and its programs and achievements.

  3. c.The committee shall establish, maintain, and promote a speakers bureau to provide program speakers for civic clubs and other groups and organizations throughout the County.

Section 11. Recycling.

  1. a.This committee shall be comprised of the chairperson appointed by the Executive Committee and such other members as the chairperson may appoint.  The chairperson of this committee shall be a member of the Executive Board.

  2. b.This committee shall be responsible for (1) gathering and disseminating information on effective recycling programs and technologies, (2) researching the types of recycling programs in effect in the communities of Marshall County, and (3) recommending other programs for recycling various types of solid waste or ways for expanding upon existing programs.

ARTICLE V: OFFICERS

Section 1. Number. The principal officers of the Corporation shall consist of the Chairman of the Board, President, two Vice Presidents (who shall chair the Membership and Finance standing committees), Secretary, and Treasurer. Other officers, assistant officers, or agents may be elected or appointed by the Board of Directors as deemed necessary. Any two or more of the principal offices may be held by the same person.
Section 2. General Authority and Duties. All officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws or as may be determined by resolution of the Directors not inconsistent with these By-Laws.
Section 3. Election, Term of Office, and Qualifications.
  1. a.The principal officers, except the Chairman of the Board, shall be elected annually by the Board of Directors at its Annual Meeting. The Chairman of the Board shall be appointed by the Executive Board. Other officers, assistant officers, or agents may be elected or appointed by resolution of the Directors as the need arises.

  2. b.Each officer shall be elected for a one-year term and hold office from the date of election until his/her successor is chosen and qualified, his/her death, resignation, or removal, whichever event shall first occur. There shall be no restriction on the number of successive terms an officer may be elected to serve.

  3. c.The election process shall be as follows: No later than the fourth Tuesday of November (60 days before the Annual Meeting), the Executive Board shall appoint and announce a four-member Nominating Committee made up of Directors in good standing. For the next 30 days, this committee shall receive and/or make nominations for the offices of president, vice presidents, secretary, and treasurer for the upcoming year. All nominees must be drawn from the Board of Directors and must be in good standing with their membership dues current. Any Director may place names, including his/her own, in nomination for an elective office by submitting them to any member of the Nominating Committee. The Nominating Committee shall verify the good standing of each nominee and obtain the nominee’s consent to serve if elected. There shall be no limit on the number of nominees who may run for a given office, and multiple candidates shall be encouraged. No later than the fourth Tuesday in December (30 days before the Annual Meeting) the Nominating Committee shall submit a complete slate of the above-named officers to the Executive Board.

  4. d.Upon receipt of the slate of officers from the Nominating Committee, the Executive Board shall cause a notice to be sent to the entire Board of Directors announcing the slate of nominees and confirming the date and place of the Annual Meeting at which the election will take place. The Executive Board shall function as a nominating committee with regard to recommending new Directors and the re-election of existing Directors whose terms are expiring. These nominees will be presented along with the slate of officers prior to the Annual Meeting.

  5. e.As a matter of practice, prior to the Annual Meeting the candidate(s) for president shall call a joint meeting of the proposed in-coming officers and the out-going officers for the express purpose of appointing the Chairman of the Board and the standing committee chairpersons who will serve on the Executive Board along with the elected officers; namely, the chairpersons for Adopt-a-Mile, Adopt-a-Stream, Business and Industry, and Education. Immediately following the election at the Annual Meeting, the new president shall take charge and shall announce these appointments. The Executive Board shall have an agenda prepared and hold its first meeting immediately following the Annual Meeting. The action taken in the pre-election meeting by the new Executive Board shall be ratified at the post-election meeting.

Section 4. Removal from Office. Any officer or agent may be removed by the Board of Directors or Executive Board whenever in its judgment the best interests of the Corporation will be served by so doing.
Section 5. Resignations. Any officer or agent may resign at any time by giving written notice to the Directors or to the President or Secretary. The resignation shall take effect at the time specified in the notice and unless otherwise specified in it, the acceptance of the resignation shall not be necessary to make it effective.
Section 6. Vacancies. Any vacancy in office because of death, resignation, or removal, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for election or appointment to the office.
Section 7. Chairman of the Board. The Chairman of the Board of Directors shall be appointed by the Executive Board, acting on their own nominations and recommendations and/or those of the Directors at large. The Chairman shall (a) help to identify candidates for board positions, especially those who chair standing committees and those to be selected from the general citizenry; (b) make recommendations to the Directors and/or the Executive Board of prospective directors or chairpersons; and (c) assist in securing the acceptance of nominees or appointees. The Chairman may preside at meetings of the Board of Directors, or at general meetings and programs of the organization, or may delegate this responsibility to the President.
Section 8. President. The President shall be chosen from among the Directors in the normal nomination and election process, and shall have active executive management of the operations of the Corporation in consultation with the Chairman of the Board and subject to the control of the Board of Directors. He/she shall in general perform all duties incident to the office of President and such other duties as may be assigned to her/him by the Executive Board or the Directors.
Section 9. Vice Presidents. The two Vice Presidents shall chair the Membership Committee and Finance Committee respectively. They shall be chosen from among the Directors in the normal nomination and election process. A Vice President shall act in the absence of the President as designated by the President or the Executive Board.
Section 10. Secretary. The Secretary shall be chosen from among the Directors in the normal nomination and election process, and shall (a) keep or cause to be kept in minutes of all meetings in books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; (c) be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all appropriate documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) maintain a complete, current record of all officers, directors, and members, including their dues status and mailing list (which may be delegated to the Vice President for Membership); (e) maintain a communications network designed for the efficient and economical dispatch of internal communications throughout the organization as need dictates; (f) assist with the mailing of newsletters or other written communications; (g) assist the Chairman of the Board and/or the President with correspondence as needed; and (i) perform all other duties incident to the office of Secretary or as may be assigned from time to time by the Executive Board or the Board of Directors. Note: Certain of these duties may be assigned and performed by the employed Program Coordinator as directed by the Executive Board.
Section 11.Treasurer. The Treasurer shall be chosen from among the Directors in the normal nomination and election process, and shall establish and maintain a file for the orderly handling of financial records, including paid and unpaid invoices, bank statements, receipts and deposit records, and a current accounting o the financial status of the organization. He/she shall pay out monies on such approvals and signatures as the Executive Board or Board of Directors shall authorize; shall present periodic financial statements of receipts and expenditures for the year; and shall be prepared to make records available for audit by the Directors or an independent public accountant as the Board may authorize. Note: Certain of these duties and procedures may be assigned and performed by the employed Program Coordinator as directed by the Executive Board.

ARTICLE VI: SPECIAL CORPORATE ACTS

Section 1. Execution of Negotiable Instruments. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money shall, unless otherwise directed by the Directors or unless required by law, be signed by any of the following: the Treasurer and any one of the remaining officers of the Corporation, or other designee, as directed by the Executive Board.
Section 2. Execution of Deeds, Contracts, Mortgages, etc. Subject always to the specific directions of the Board of Directors, all deeds and mortgages made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party shall be executed in its name by the Chairman of the Board or the President and, when requested, the Secretary shall attest to such signature and affix the corporate seal to the instruments.

ARTICLE VII: FISCAL YEAR, CORPORATE SEAL, AND WAIVER OF NOTICE

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of each year, unless otherwise determined by the Board of Directors.
Section 2. Membership Year. (This provision was amended in June 2010 to an anniversary-date based membership renewal year, and was changed back to the original calendar-year based membership year by action of the Board in 2013, to read as stated here.)  The membership year shall coincide with the fiscal year.  All members of PALS, including officers, directors, and general members, shall pay annual membership dues according to a dues schedule approved and published by the Executive Board from time to time.  The dues year expires on the last day of December, and dues renewal notices may be mailed prior to the expiration date or in any event no later than March 1 of the following year.  At the same time, new member solicitations with enrollment forms shall be mailed to all identifiable prospective members and/or past members whose membership has lased. It shall be the responsibility of the Vice President for Membership to insure that renewal notices and new member solicitations are properly and timely issued.
Section 3. Corporate Seal. The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation, the words “Corporate Seal,” the name of the State of the Corporation’s domicile, and the date of Incorporation.
Section 4. Waiver of Notice. When the Corporation is authorized to take any action after notice to its Directors or after the lapse of a prescribed period of time, the action may be taken without notice and without the lapse of any period of time if such action is authorized or approved in an instrument in writing which specifically waives such requirements and is signed by every Director of the Corporation or by their attorneys thereunto authorized.

ARTICLE VIII: AMENDMENTS

These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted only by the affirmative vote of a majority of the Board of Directors of the Corporation present in person or by proxy at any Annual Meeting or special meeting of the Directors and entitled to vote thereat.

ARTICLE IX: PARLIAMENTARY PROCEDURE

All meetings shall be conducted according to Roberts Rules of Order, unless some other written and approved procedure of record is adopted by the Executive Board or the Board of Directors of Marshall County PALS.

ARTICLE X: APPROVAL OF BY-LAWS

These By-Laws are approved by the Directors of Marshall County PALS this 30th day of January 2007 and
shall remain in full force and effect until amended as provided herein.
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Jenny Estes, Secretary
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Jean McCrady, President