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The Bylaws of the
Pennsylvania State Mayors' Association

ARTICLE I -  NAME 


The name of this association shall be the Pennsylvania State Mayors' Association, hereinafter referred to as "the Association."

ARTICLE II - OBJECT & PURPOSE


The object and purpose of the Association shall be as defined:

A.  To secure a closer official and personal relationship among all Mayors of the Commonwealth of Pennsylvania;
B.  To secure unity of action in matters pertaining to Mayors and to theirduties;
C.  To exchange information among Mayors so as to give better service to the municipality which each Mayor represents;
D.  To work for closer cooperation with all other associations interested in local government, whether they be county, state or federal;
E.  To preserve, promote and protect the rights of the office of Mayor in all available facets of municipal government;
F.  To actively engage in promoting progressive legislation to support programs that will be beneficial to all members of the Association.

ARTICLE III - MEMBERSHIP

Section A - Current Mayors.  The Mayor of any municipality within the Commonwealth of Pennsylvania shall be eligible for full membership in the Association.

Section B - Former Mayors.  Former Mayors who served in that office, either by election or appointment for an unexpired term, shall be eligible for membership and shall enjoy all of the privileges of the Association, except the right to vote or hold off office.

ARTICLE IV - DUES


Any current or former Mayor of a municipality in the Commonwealth of Pennsylvania may become, and shall continue, as a member of the Association, upon payment of the annual membership dues.  The annual dues shall be an amount or amounts determined by the Executive Board of the Association.  In determining annual dues, the Executive Board may differentiate between current and former Mayors.

ARTICLE V- OFFICERS

Section A - Designation.  The officers of this Association shall be:  a President, six (6) Regional Vice-Presidents, Secretary, Treasurer and such other officers as the Executive Board may, from time to time, establish.  One Vice-President shall be selected from each of the six regions as designated by the Center for Local Government Services for Pennsylvania.

Section B - Qualifications.  Any elected or appointed Mayor of his/her municipality and in good standing with the Association may serve as an officer.

Section C - Nomination.  Nominations of candidates for office shall be made by the Nominating Committee of the Association.  Additional nominations may be made from the floor before the nominations are closed.

Section D - Term and Election.  Except as provided below, the officers shall be elected by the membership at the annual conference occurring in the even-numbered years.  Their terms shall begin immediately following their election and continue for two (2) years or until their successors have been elected by members of the Association.  The out-going president shall automatically become a member of the Board of Directors for two (2) years providing he/she is still an eligible member of the Association.  In the event that more than one Mayor is nominated for the office of a Regional Vice-President, then only the Mayors who hold office within that Region shall elect that Vice-President.

Section E - Vacancy, Succession and Appointment.  For the purposes of succession, in the event that a vacancy occurs in the office of President, for any reason whatsoever, the Vice-President with the largest membership in the Association shall assume the office of President for that office's unexpired term.  The only exception to this rule would be if the President lost his/her municipal mayoral election, he/she would be permitted to remain as President for the remainder of his/her term, as he/she wishes. Should a vacancy occur in the offices of Regional Vice President, Secretary or Treasurer, the President shall appoint, subject to the approval of the Executive Board, an eligible member of the Association to fill the unexpired term.

Section F- Removal.  Any officer of this Association may be removed for cause by a two-thirds (2/3) vote of the members present at the annual conference of the Association.

Section G - President.  The President of the Association shall preside at all meetings of the Association and the meetings of the Executive Board but not the meetings of the Association's committees.  He/she shall sign all legal instruments which the Executive Board has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by the Executive Board to some other officer or agent of the Association.  He/she shall appoint the members of all of the committees, and in general, shall perform all the customary duties of the office of President as well as such other duties as may be prescribed by the Executive Board from time to time.

Section H - Vice Presidents.  The Regional Vice-Presidents shall communicate with and coordinate with the Mayors who hold office within their respective regions in order to maximize the participation of those Mayors in the affairs of the Association.  In the absence of the President, or in the event of his/her inability or refusal to act, the Regional Vice President with the largest membership in the Association shall perform the duties of President and when so acting shall have all of the powers of that office.  The Vice-Presidents shall perform such other duties as may, from time to time, be assigned to them by the President or by the Executive Board.

Section I - Secretary.  The Secretary shall issue all notices of meetings; be responsible for keeping of the minutes of the meetings; and handle the correspondence of the Association.  He/she shall have charge of the corporate books and records of the Association and shall regularly maintain those books and records at the designated office of the Association.  At the expiration or termination of the term of the Secretary, all books and records in the care, custody and control of the Secretary shall be given to his/her successor-in-office or the President of the Association.

Section J - Treasurer.  The Treasurer shall collect all membership dues and all other monies due the Association and shall have care, custody and control of all of the monies and investments of the Association.  He/she shall disburse the funds of the Association as such disbursements are approved by the Executive Board and shall render to the Association an account of all disbursements.  The Treasurer shall have charge of the financial books, records and reports of the Association and shall regularly maintain those books, records and reports at the designated office of the Association.  Once a year, at the annual conference, he/she shall make a report consisting of an account of the monies received and disbursed as well as the balance of the accounts on hand.

Section K - Compensation and Expenses.  The officers of the Association shall receive no salary but may be entitled to be reimbursed for their out-of-pocket expenses if such expenses are approved by the Executive Board.

Section L - Surety Bond.A satisfactory surety bond covering certain officers such as the Treasurer may be furnished in an amount to be fixed by the Executive Board.  The premium of such bond will be paid out of the funds of the Association.

ARTICLE VI - COMMITTEES

Section A - Standing Committees. There shall be six (6) standing committees of the Association having the following names:
1.  Audit Committee
2.  Bylaws Committee
3.  Conference Committee
4.  Mayor of the Year Committee
5.  Nominating Committee
5.  Resolutions Committee

Section B - Members and Chairpersons.  Subject to the approval of the Executive Board, the President shall appoint a sufficient number of members to each committee as well as designate a chairperson, to enable the committee to carry out its charge.  The President shall appoint a minimum of two (2) members to the Audit Committee.  He/she shall appoint a minimum of five (5) members of the Nomination Committee to recommend candidates for elections.  The President shall be an ex-officio member of all committees.

Section C - Audit Committee.  The Audit Committee shall examine the income and expense statements as well as other financial and legal documents and records of the Association and shall issue a report to the members attending the annual conference on the financial status of the Association.

Section D - Bylaws Committee.  The Bylaws Committee shall review annually, and update as necessary, the articles and sections of the Bylaws of the Association.

Section E - Conference Committee.  The Conference Committee shall assist the President in developing programs and any awards or recognition and in making the physical arrangements for the annual conference.

Section F - Mayor of the Year Committee.  The Mayor of the Year Committee shall select one Mayor, who is a member of the Association, to be recognized and honored as the Association's "Mayor of the Year".  The Executive Board shall determine the criteria for determining the "Mayor of the Year," in consultation with the Mayor of the Year Committee.

Section G - Nominating Committee.  The Nominating Committee shall recruit Mayors for the nine (9) offices of the Association and shall nominate their recruited candidates for election by the members.

Section H - Resolutions Committee.  The Resolutions Committee shall coordinate the policy-making activities of the Association by reviewing and introducing for discussion, debate, and adoption or rejection of various resolutions, which directly or indirectly affect the office and role of Mayor.

Section I - Ad Hoc Committees.  The President shall establish, subject to the approval of the Executive Board, additional ad hoc committees as are determined to be necessary to carry out the policies and programs of or to further the purpose of, the Association.

ARTICLE VIII - EXECUTIVE BOARD

Section A - Number.  The Association shall have an Executive Board composed of a minimum of sixteen (16) and a maximum of twenty-two (22) members from the Association.

Section B - Composition. The Executive Board shall be composed of the President, six (6) Regional Vice Presidents, Secretary, Treasurer, any Past President, and the chairpersons of the six (6) standing committees of the Association.  The President may appoint, subject to the approval of the Executive Board, additional members to the Executive Board up to the maximum set forth in Section A above.  In making his or her appointments to the Executive Board, the President shall endeavor to make the composition of the Executive Board geographically diverse.

Section C - Duties.  The Executive Board shall:

1.  Set and implement the policies of the Association;
2.  Conduct the programs of the Association;
3.  Oversee and direct, whenever necessary, the activities of the officers of the Association;
4.  Establish the positions and fix the rate of pay for employees of the Association;
5.  Supervise the administrative staff of the Association;
6.  Adopt a budget for the fiscal year;
7.  Generally undertake the responsibilities customarily assumed by the board of directors of a corporation

Section D - Term.  The members of the Executive Board (other than the elected officers and the committee chairpersons) shall serve at the pleasure of the President.

Section E - Regular Meetings.  Regular meetings of the Executive Board will be held at least quarterly, at a time and place determined by the President.

Section F - Special Meetings.  Special meetings of the Executive Board may be called by the President of the Executive Board as needed or requested by either person or body after adequate and timely notice of the date, time and place of the meetings.

Section G - Quorum.  Five (5) or more members of the Executive Board shall constitute a quorum.

ARTICLE IX - ADMINISTRATION

Section A - Employees.  The Executive Board of the Association shall hire a sufficient number of employees to carry out the business of the Association.

Section B - Compensation.  The employees shall be paid a salary and other emoluments as may be fixed, from time to time, by the Executive Board.

Section C - Expenses.  The employees of the Association may be entitled to be reimbursed for their out-of-pocket expenses if such expenses are approved by the Executive Board.

Section D -  Surety Bond.   A satisfactory surety bond covering certain employees may be furnished in an amount to be fixed by the Executive Board.  The premium of such bond will be paid out of the funds of the Association.

Section E - Executive Director.  If the Executive Board deems it to be in the interest of the Association to do so, the Executive Board may designate a person to serve as the Executive Director, with or without compensation.  The Executive Director will have such powers and perform such duties as the Executive Board may determine consistent with these Bylaws.

ARTICLE X - SOLICITOR

The Executive Board of the Association shall engage an attorney-at-law to provide legal services to the Association and to assist in litigation whenever such assistance is necessary.

ARTICLE XI - THE ANNUAL CONFERENCE

The annual conference of the Association shall be held at such time and place as the President and the Executive Board determine.  The members of the Association in attendance at any session of the annual conference shall constitute a quorum for any purpose other than amending the Bylaws.

ARTICLE XII - MISCELLANEOUS

Section A - Office.  The designated office of the Association shall be 5200 Brightwood Road, Suite 201, in the Municipality of Bethel Park, County of Allegheny and Commonwealth of Pennsylvania unless otherwise changed by the members of the Association at the annual conference.

Section B - Fiscal Year.  The fiscal year of the Association shall begin on the first (1st) day of January in each year.

Section C - Check Disbursements.  All checks for disbursement must be signed by both the Treasurer of the Association and one other elected officer.

Section D -  Reports.  All members attending the annual conference shall receive a copy of the annual financial statement and audit.

Section E - Tax-Exempt Purposes.  The Association shall be organized and operated exclusively for charitable or educational purposes under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or as an exempt organization under Section 501(c)(4) of the same Code (and provision of any future Law).  No part of the net earnings of the Association shall inure to the benefit of any private individuals during the Association's existence or in the event of its dissolution.  Additionally, no substantial part of the Association shall be used to attempt to influence the selection, nomination, election, or appointment of any person to any federal, state, or local public office or to an office in a political organization.

ARTICLE XIII - AMENDMENTS TO THE BYLAWS

Section A - Reading and Two-Thirds (2/3) Vote.  These Bylaws may be amended by the members of the Association, at a general session of the annual conference of the Association, by a two-thirds (2/3) vote of a quorum of those in attendance at said session.  Any and all amendments to these Bylaws must be read at the first session of the annual conference and then scheduled for a vote in a subsequent session on another day of the conference.

Section B - Quorum.  At the annual conference of the Association, two-thirds (2/3) of the registered voting members attending the conference shall constitute a quorum.

Section C - Registrants.  The Secretary of the Association will furnish a list of members registered in attendance at the annual conference in order to insure that the above provisions for amending the Bylaws shall be met.

ARTICLE XIV - DISSOLUTION

Upon the dissolution of the Association, the Executive Board, or any governing body thereafter, shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all assets of the Association to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or under Section 501(c)(4) of the same Code (or corresponding provision of any future Law) as the Executive Board, or governing body thereafter, shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes as said Court shall determine, to entities which are organized and operated exclusively for such purposes.

These Bylaws consisting of seven (7) pages are certified as the Bylaws of the Association, having been adopted on July 16, 1996 and amended thereafter in 1998, 2001, 2006, and 2007.

   
________________________________ __________________________
Donald W. Wachter, Secretary James F. Nowalk, President