SECTION 1:  This Constitution and By‑Laws supersedes any previous Constitution and By‑Laws, and amendments thereto, of the Missouri Professional Industrial Development Society.  

SECTION 2:  The name of this organization shall be the Missouri Economic Development Council, hereafter designated as MEDC.  

ARTICLE II ‑ PURPOSES 

SECTION 1:  MEDC is a voluntary organization of persons interested in the economic development of the State of Missouri.  Its mission is to serve as an authoritative voice in Missouri on economic development and related issues through an effective program of professional development, public policy, marketing and communications. 

SECTION 2:  The purposes of the Missouri Economic Development Council shall be the following: 

a.    To advance the economic well‑being of the citizens of the State of Missouri by encouraging the expansion and attraction of business and industry; 

b.    To create a unified voice for economic development in Missouri; 

c.    To promote economic development in the State of Missouri through education, communications and other means.

SECTION 1:  Membership in the organization shall be open to persons interested in the economic development of the State of Missouri.  Membership is divided into the following classes:

a.     Professional - This category is for members who spend the majority of their time on direct economic development activities.  This is a voting and electable category.  

b.     Associate - This category is for those involved in economic development but not on a full time basis.  This is a voting and electable category. 

c.     Corporate - This category includes organizations, corporations and sole proprietorships. Those who actively market their product or service to members shall be included in this category.  This is a voting and electable category..

          d.     Community - this category includes community volunteers, elected officials and board members.  This is a non-voting and a non-electable category. 

          e.    Out of State - This category is created to allow past members who have moved out of state to stay informed on the activities of the organization.  This is a non-voting and non-electable category. 

f.     Student - An individual pursuing a course of higher education leading to a position in the field of economic development. 

          g.     Honorary Member -  The MEDC "Volunteer of the Year" will be given designation as Honorary Member.  An Honorary Member will not be required to pay annual dues.  An Honorary Member will not be eligible to hold office in MEDC or allowed to vote. 

h.    Life Member - Designation may be granted to an active member or former member in recognition of long and distinguished service in furthering the art and science of economic development and the aims of the Council. A Life Member may have life tenure and will not be required to pay annual dues.  Life Members will be eligible to hold office in MEDC and to vote. 

To qualify for Life Membership, the candidate must have:

(1) Been an active member of MEDC for 7 years (not necessarily consecutive) and served as an officer, director, and/or counselor.

(2) Made significant contributions to the industrial/economic development profession in one or more areas within the State of Missouri. 

Nominations for Life Membership must be approved by the Board of Directors and may be accepted at any regularly scheduled or emergency meeting.  Recipients will be announced at the next meeting of the general membership. 

SECTION 2:  A candidate for membership shall submit an application and shall be subject to review and approval by the Board of Directors.  

SECTION 3:  The annual dues amount for all membership categories shall be recommended by the Board of Directors and ratified by the majority of the membership present at the Annual Meeting.  The Board of Directors shall establish a suggested contribution level for sustaining members.  

SECTION 4:  Application for membership shall be accompanied by payment of existing dues computed to the nearest fiscal year quarter at the time of application.  Thereafter dues shall be payable at the beginning of each MEDC fiscal year.  Application dues shall be returned in full if membership is not approved.  

SECTION 5:  Notice for payment of dues shall be mailed by the Treasurer to the membership thirty (30) days prior to the beginning of each MEDC fiscal year.  

SECTION 6:  A member whose dues are more than sixty (60) days in arrears shall be automatically dropped from the membership roster of the organization.

ARTICLE IV ‑ GOVERNMENT 

SECTION 1:  The Governing body of the Missouri Economic Development Council shall be called the Board of Directors.  

SECTION 2:  The Board of Directors shall be composed of fifteen (15) members, including the four (4) officers of the Council and the immediate Past President, and seven (7) other members, one (1) from each of the seven (7) MEDC Districts which shall be the District Director or, in the district Director's absence the Alternate Director from that district, and three At-Large Directors.  The term of office shall be one (1) year.  The State Director of the Southern Economic Development Council (SEDC) and MEDC Counselors shall be ex‑officio, non‑voting members of the Board of Directors.  

SECTION 3:  A quorum of the Board of Directors shall consist of at least two (2) officers, a representative from at least five (5) MEDC districts and one (1) At-Large Director or combination thereof between the districts and At-Large representation to equal six (6). 

SECTION 4:  Regular and sustaining members shall have one vote each. 

SECTION 5:  The "Executive Board" shall consist of the following five (5) members: President, President-Elect, Immediate Past President, Secretary, and Treasurer.

ARTICLE V ‑ ELECTION OF OFFICERS AND DIRECTORS 

SECTION 1:  Sixty (60) days prior to the convening of the Annual Meeting, the President shall appoint a Nominating Committee of no less than three (3) members to prepare a slate of officers to be voted upon at the Annual Meeting.  The offices to be filled shall be President, President-Elect, Secretary, Treasurer, and a minimum of three (3) persons to be elected At-Large Directors, each from a different district. Members of the nominating committee are ineligible to be nominated by the committee, with the exception of the President, who by office is an ex‑officio member of all committees.  

SECTION 2:  No less than thirty (30) days prior to the Annual Meeting, the Nominating Committee Chair shall make a report to the membership of at least one (1) nominee for each of the offices of: President-Elect, Secretary, and Treasurer, and a minimum of three (3) persons to be elected At-Large Directors, each from a different district. 

To qualify as a candidate for the office of President-Elect: 1) the candidate must have been a member of MEDC for at least three years immediately before being nominated; and 2) the candidate must have been an officer, director, at-large director, alternate director or committee chairperson for at least two years, with a 50% or better attendance record at Board meetings during their tenure. 

To qualify as a candidate for the offices of Secretary and Treasurer: 1) the candidate must have been a member of MEDC for at least two years immediately before being nominated; and 2) the candidate must have been an officer, director, director at-large, alternate director or committee chairperson for at least one year with a 50% or better attendance record at Board meetings during their tenure.  

In the event the President-Elect is unable to succeed to the Presidency, at least one (1) candidate meeting the aforesaid qualifications for President-Elect, shall be found and voted on for the office of President. 

To qualify as a candidate for an At-Large Director, the candidate must have been a member of the organization for at least one year immediately before being nominated and have shown an interest in serving the organization. 

SECTION 3:  Those members qualified and entitled to vote shall, at the Annual Meeting, cast their ballots for the above specified offices and At-Large Directors. Voting shall be by secret ballot.  Nomination for any office may be offered from the floor before the ballots are cast for that office or At-Large Director, so long as the nominee is qualified and has agreed to serve if so elected.  

SECTION 4:  The Executive Board shall prior to the election of Officers and At-Large Directors appoint four (4) members to serve as the Tally Committee plus a member of the Executive Staff, if available.  The ballots shall be distributed to all voting members in good standing by a member of the Executive Staff.  The selected members of the Tally Committee must be in good standing.  They cannot presently be an officer, director or alternate director, nor can their names appear on the ballot for the current election.  The Tally Committee shall count the ballots in the presence of the assembled voters and tabulate publicly the results of the count of the ballots. 

SECTION 5:  Upon the report by the Tally Committee of the final vote for each elected Officer and At-Large Director position, officers and all newly elected board members shall take office on June 1 following the election. The Board of Directors in its discretion, may remove any Officer, Director, Alternate Director or At-Large Director for any offense which affects the interest of good government of the Council by following those removal guidelines set forth in Robert's Rules of Order. 

SECTION 6:  Should a vacancy occur among the offices of President-Elect, Secretary or Treasurer, or At-Large Director, the President will appoint their replacement with the approval of the Board of Directors for the remaining term.  

SECTION 7:  Prior to the Annual Meeting of the Missouri Economic Development Council, the members from each MEDC District of the State of Missouri shall caucus and elect one of their number to serve as Director from that District.  That person receiving the highest number of votes from among the District members shall be elected the District Director.  That person receiving the next highest number of votes shall be elected the Alternate and shall serve in the absence of the District Director.  

SECTION 8:  Should a vacancy on the Board occur by reason of the inability of an elected District Director and/or Alternate District Director to serve, the district membership shall elect a new Director and/or Alternate. Such election shall be approved by the remaining Board. In the event the District membership fails to make the election within 90 days of the vacancy, the MEDC Board President shall appoint the replacement(s) from the District Membership in which the vacancy occurs. Such appointment shall be approved by the remaining Board.  

SECTION 9:  At the time of election, the place of residence or principal place of employment, at the member's option, shall determine the District which a member may represent.  

SECTION 10:  No Director or officer shall serve more than two (2) full consecutive terms in the same office.  

SECTION 11:  No person may hold more than one office at the same time.

ARTICLE VI - EXECUTIVE STAFF 

SECTION 1:  The Board may employ a salaried Executive Staff whose terms and conditions of employment shall be specified by the Board. 

SECTION 2:  Authority and Responsibility - The Executive Staff shall be the chief executive of the MEDC responsible for all management functions.  Staff shall manage and direct all activities of the MEDC as prescribed by the Board of Directors and shall be responsible to the Board.

ARTICLE VII ‑ DUTIES AND RESPONSIBILITIES 

SECTION 1:  The President ‑ It shall be the duty of the President to preside at meetings of MEDC and of the Board; to perform specific duties which the Board may assign; and to discharge such other duties as ordinarily pertain to the office of the President, and to represent MEDC at various economic development functions or meetings (DED, Hawthorn), if requested. The President shall be an ex‑officio member of all committees.  

SECTION 2:  The President-Elect ‑ It shall be the duty of the President-Elect to act for the President in the event of the President's absence and to perform such other duties as ordinarily pertain to this office, or as assigned by the Board or the President.  The President-Elect shall succeed the President for the remainder of the President's term, if that office becomes vacant and shall automatically become the President the next fiscal year. 

The President-Elect, along with the present Treasurer, shall be responsible for establishing the budget for the upcoming year as President (prior to taking that office), and establish a program of work for their term as President.  

SECTION 3:  The Secretary ‑ It shall be the duty of the Secretary to keep the records of all meetings of MEDC and of the Board; to keep MEDC informed on matters as directed by the Board; and to report annually on all matters handled by the office of Secretary.  The Secretary shall also be responsible for the newsletter, insuring its timely publication; the publication of the membership directory; public relations for the organization (general information distributed through the media and related organizations); and other communications relating to MEDC activities. The Secretary shall deliver all records, papers, and property of MEDC to their successor within ten (10) days following the election of a successor.  

SECTION 4:  The Treasurer ‑ It shall be the duty of the Treasurer to have charge and custody of all assets of MEDC; to deposit and pay out any monies as instructed by the Board; to send out notice of dues and receive same; to inform the Board of those delinquent.  At the direction of the Board, an annual review of the Treasurer's records shall be made at the close of the fiscal year and a written report submitted to the Board. The Treasurer shall insure the present budget is being followed and assist the President-Elect in preparing the following year's budget. The Treasurer shall deliver all financial records, funds, and assets to their successor, within ten (10) days of the expiration of their term of office.  The outgoing Treasurer will be responsible for filing all necessary reports pertaining to their term of office.  

SECTION 5:  Directors - It shall be the responsibility of the directors to represent their district during board meetings and send information on their area for publication in the newsletter. They shall hold at least one district membership meeting during the year. 

SECTION 6:  Alternate Directors - It shall be the responsibility of the alternate directors to represent their district at board meetings when the director cannot and to act as membership directors for their district. 

SECTION 7:  Directors At-Large - It shall be the responsibility of the Directors At-Large to represent the interests of the entire membership at Board Meetings. 

SECTION 8:  The officers may be bonded in an amount sufficient to cover the monetary assets of MEDC, the premium of said bond being paid by MEDC.  

SECTION 9:  The immediate Past President shall be considered to be the last Past President still residing in Missouri for the purposes of a Board seat.  

SECTION 10:  The President and/or the Treasurer shall be authorized to make financial obligations on behalf of the MEDC.  These financial obligations shall be limited to concur with expenditures previously approved by the Board of Directors.  The President and/or the Treasurer may also designate an MEDC member or member of the Executive Staff as an authorized appointee to make financial obligations on behalf of the MEDC.  This authorized appointee must, however, first submit a proposed budget to the President and/or the Treasurer.  Upon approval, the President and/or the Treasurer will execute a letter to the appointee stipulating that the funds requested fall within the MEDC approved fiscal budget and stipulate the amount approved for spending.  Requests for funds exceeding the pre-approved fiscal budget amounts must be made in writing to the entire Board of Directors for approval prior to any obligation being made on behalf of the MEDC.

ARTICLE VIII ‑ MEETINGS 

SECTION 1:  An Annual Meeting of MEDC will be held the second Tuesday of April of each year, or on other such date the Board of Directors may determine, the place being selected by the Board of Directors, for the purpose of electing Officers and transacting other business as may come before the meeting.  Other meetings of the full membership may be called by action of the Board of Directors.  The Board will provide a minimum of thirty (30) days notification prior to calling such meeting.  

SECTION 2:  The Board of Directors shall meet at such time and place as may be fixed by the President or by resolution of the Board, except that the Board shall meet at least 5 times per year. 

SECTION 3:  An Emergency Board meeting(s) may be called by the President in order to address a critical issue that cannot wait until a regularly scheduled meeting by: 

            (a)   A majority vote of the Executive Board (as defined in Article IV, Section 5) that the issue is of such a critical nature to warrant the action. 

            (b)   Upon the approval of the Executive Board, a special meeting will be called consisting of the full Board (a conference call will be acceptable). 

                  Due to the emergency status, at least 24 hours prior notice shall be given. If a District Director is unavailable for the meeting the Alternate Director will vote in his or her absence as allowed for in Article VII, Section 6. 

            (c)   A quorum of the Board of Directors must be present as defined in Article IV, Section 3. 

            (d)     The issue will be presented to those Board members present and voted on. Roberts Rules will be followed and a record must be provided to the full Board at the next regularly scheduled meeting.

ARTICLE IX ‑ FISCAL YEAR 

SECTION 1:  The fiscal year of the Missouri Economic Development Council shall be from June 1 to May 31.  

ARTICLE X ‑ AMENDMENTS 

SECTION 1:  The Constitution and By‑Laws of MEDC may be amended at any Annual Meeting, a special meeting, or meeting called for that purpose by a majority vote of those members present.  The proposed amendments shall be circulated to the membership at least fifteen (15) days in advance of said meeting.  The President and Secretary shall count the vote and promptly report the results to the Board and membership.

ARTICLE XI ‑ COMMITTEES 

SECTION 1:  Standing Committees of MEDC shall be:  Communications Committee, Marketing Committee, Organizational Development Committee, Professional Development Committee, Public Policy Committee, Transportation Committee and Missouri LocationOne Committee.  Each incoming President, upon assuming office, shall as soon as practical appoint the Standing Committees.  The President shall serve as an ex-officio member on all committees. 

(a)  Communications Committee - Conduct internal and external communications utilizing all forms of multi-media to inform the membership, elected and appointed officials, and the general public of the MEDC's resources, actions and opportunities. 

(b)  Marketing Committee - Create avenues for MEDC members to leverage marketing resources, receive counseling on and recognition for marketing efforts, and coordinate with strategic partners that support the attraction and expansion of jobs and investment in Missouri.

(c)  Organizational Development Committee - Maintain the internal structure and coordinate the future planning of the organization while working to secure continued membership development and new services which complement existing activities. 

(d)  Professional Development Committee - Expand the educational and career opportunities for MEDC members through the establishment of a multi-level professional development system. 

(e)  Public Policy Committee - Actively participate in the public policy process by serving as a trusted resource on issues related to community and economic development. 

Annually the designated district(s) will nominate one individual to serve on the Public Policy Committee. The nominee will serve as the liaison between the state organization and district level regarding all public policy communications. District nominees must be classified as a Professional member and cannot be employed with a state government agency or private industry. 

The Public Policy Committee Chair will be elected among members of the committee. The Chair will report to the President and MEDC Board of Directors regarding all public policy activities.