By-Laws

Article I: Mission

Section 1: The Southern Economic Development Council shall be a non-partisan, non-sectarian regional economic development association whose mission includes:

Pursuing the highest levels of personal and professional standards of its members to continually enhance the image of the economic development profession.

Providing professional services and educational opportunities to develop and improve the skills and capabilities of its members.

Improving the quality of life of the citizens of our region through the implementation of economic development practices focusing on the creation and retention of quality employment opportunities.

Article II: Membership

Section 1: Membership resides in the organization, not the individual. A membership year is twelve months. An organization's membership year expires twelve months (Annual Anniversary) after the date on which the member becomes eligible to vote on SEDC matters.

Section 2: All applications for membership shall be endorsed by a current member in good standing.

Section 3: The criteria for Honorary Life Member (HLM) follows:

  1. Must be or have been an economic, industrial or community development professional whose activities and accomplishments in the field extend far beyond those necessary to satisfy the position(s) for which he or she has been
    compensated;
  2. Must have at least ten (10) years of service in the SEDC region as a professional economic, industrial or community developer;
  3. Must be a past or present member of SEDC and must have demonstrated multiple years of service to SEDC, said service being as a committee member, Board Member, Officer or committed, active supporter of SEDC;
  4. Must be at least 50 years old.

The HLM designation allows the recipient to hold office in SEDC and to vote. Honorary Life Members who are still active in the economic, industrial or community development profession will continue to pay their dues; however, if the HLM recipient is retired from the profession, he or she does not have to pay dues.

The Selection Committee consists of the five immediate past Chairmen. The committee shall be chaired by the Immediate Past Chairman. They will consider any recommendations and present qualified recommendations to the Board of Directors.

The process of nominating someone for HLM Status is through the State Director from a state in which the candidate has served or worked. The State Director will then submit the information to the Selection Committee. No “self-nominations” will be accepted.

The package should:

  • a letter from the nominee’s State Director stating that the candidate has met the By-Laws
    criteria;
  • additional letters of recommendation from (3) three current SEDC members on their company
    letterhead;
  • a biography of the candidate that tells of his/her service to an SEDC member state, service to
    SEDC and the significant contributions to the economic development profession.

Article III: Dues

Section 1: Annual dues will be established by the Board of Directors and be payable in advance. Members shall be designated inactive from the organization roster for non-payment of dues 45 days after their anniversary date. Members not renewing their membership within 90 days after their anniversary date will be required to join at the current new member rate.

Section 2: New members shall pay a one-time processing fee established by the Board of Directors, in addition to the regular membership dues.

Article IV:  Directors

Section 1: Directors from the respective states shall serve for two years but may not succeed themselves. 

Directors from the following states will be elected in even years:
 Alabama               Mississippi
 Florida                  South Carolina
 Kansas                  Texas
 Kentucky              Virginia
 Maryland/District of Columbia

Directors from the following states will be elected in odd years:
 Arkansas               North Carolina
 Georgia                 Oklahoma
 Louisiana              Tennessee
 Missouri                West Virginia

Section 2:  SEDC members from the District of Columbia shall vote with members from Maryland for the Director from that state.

Section 3:  The election process for all open Voting Director and Alternate Director positions will be:

  1. An electronic election will be held at least 30 days prior to the SEDC Annual Conference, with voting open for two weeks.
  2. At least 30 days prior to the election, the membership will be notified of board positions open in their state and the qualifications.
  3. All candidates must complete the SEDC Board interest form in order to be placed on the ballot
  4. In the event a candidate does not receive 50% +1 of the votes cast, there will be a runoff between the top two vote-getters
  5. The current immediate past chairman will serve as proctor of the elections and certify the results

Section 4:  One Alternate Director shall be selected by each state caucus from the respective state for a one-year term effective at the close of the annual conference.  The Alternate Director may serve two consecutive one-year terms and will be responsible for assuming the duties of the State Director at meetings and other functions in his/her absence as designated by the respective State Director.  Additionally, the Alternate Director shall be responsible for duties as designated by the State Director, providing assistance in reporting required information to the SEDC office, membership retention and recruitment activities, and other activities on behalf of SEDC.

Section 5:  A Director and/or Alternate Director may be removed from office as a result of nonfeasance, malfeasance, dereliction, and/or failure to perform duties.  Removal from office may be accomplished when at least 25 percent of the state's SEDC membership petitions the Executive Committee who shall be responsible for adjudicating on this petition.  In addition, any director and/or alternate director may be removed from office, at the discretion of the Executive Committee, if he/she does not attend 50 percent of meetings in a calendar year.  Any director or alternate director that is removed from office for lack of attendance must wait two years to be considered for any future elected office.

Section 6:  When the Director moves from the state or tenders a resignation, the remainder of the term shall be served by the Alternate Director.  The Alternate Director may be eligible for election to a full two year term upon completion of the unexpired term served for the resigned Director.

Section 7:  Should a state not have an Alternate Director to fill the vacancy as described in Section 5, the Executive Committee may elect from the state membership an Alternate Director to serve until the next annual conference.  The Executive Committee will seek nominations from the State Associations for consideration.

Section 8:  Should a state simultaneously not have a Director and Alternate Director, the Executive Committee may elect from the state membership a Director and Alternate Director to serve until the next Annual Conference.  The Executive Committee will seek nominations from the state association for consideration. In addition, any director and/or alternate director may be removed from office, at the discretion of the Executive Committee, if he/she does not attend 50 percent of meetings in a calendar year. Any director or alternate director who is removed from office for lack of attendance must wait two years to be considered for any future elected office.
 
Section 9:  At any time should a vacancy occur in the position of Regional Director, the State Directors within that region will elect by majority vote a person to fill that vacancy.  This can be done by polling the State Directors in order to be timely.

Section 11:  In addition to its annual meeting, the Board shall hold a mid-year meeting at a location determined by the Executive Committee.

Section 12:  Should a state's membership fall below 20 paid members at any time, the State Director's position will become ex-officio (without a vote) until that state's membership reaches 20 or more.

Section 13: In addition, any director and/or alternate director may be removed from office at the discretion of the Executive Committee if he/she does not attend 50 percent of meetings in a calendar year. Any director or alternate director who is removed from office for lack of attendance must wait two years to be considered for any future elected office.  

Article V: Voting

Section 1. Voting rights of a Director shall not be delegated or exercised by proxy.

Section 2. Remote Participation. Directors unable to be physically present at a meeting of the Board of Directors may participate by device by which they may hear and be heard by the other participating Directors. Such participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3. Consent in lieu of a meeting. The board may vote electronically on a proposal if a written consent to such action is signed by a majority (12) of the voting Directors and such written consent is filed with the minutes. Such consent may be transmitted electronically. A Director transmitting his or her consent to the association electronically shall sign the consent by typing his or her name on the consent.

Article VI: Officers

Section 1: Candidates for the office of Secretary-Treasurer shall declare their candidacy for such office at least 30 days prior to the Annual Conference. This shall be done in writing to the President and Chairman. The Executive Committee shall act as the Nominating Committee. The Nominating Committee must accept all declarations for the office of Secretary-Treasurer and all nominations as provided for in Article V, Section 4 below, provided the individuals meet the qualifications listed in Article V, Section 2 below.

Section 2: In order to qualify as a candidate for Secretary-Treasurer, the following criteria must be met:

  1. At least five years as an active member of SEDC.
  2. At least two years' service on the Board of Directors prior to the election of Secretary-Treasurer.
  3. Attendance at three of the last five SEDC Annual Conferences, including the meeting at which the election is held.
  4.  A written commitment from the candidate's employer stating that the candidate will be provided the time and funds to carry out the duties of Secretary-Treasurer and subsequent offices that may be forthcoming.

Section 3: Candidates for the offices of Chairman, First Vice-Chairman and Second Vice-Chairman shall also be nominated by the Nominating Committee. Officers shall meet the criteria outlined in Article V -- Officers, Section 2 above. It is the intent of the nominating process, once elected to Secretary-Treasurer position, to move through the offices of Secretary-Treasurer, Second Vice-Chairman, First Vice Chairman to Chairman provided the individual is deemed to have successfully completed the responsibilities of each office.

Section 4: Four or more State Directors may nominate in writing to the Nominating Committee, at least 20 days prior to the Annual Conference, individuals for any of the offices of Chairman, First Vice-Chairman, Second Vice-Chairman and Secretary-Treasurer. Those candidates being nominated for officer positions must meet the criteria outlined in Article V, Section 2 above.

Section 5: Vacancies occurring for any reason for the positions of Chairman, First and Second Vice-Chairman and Secretary-Treasurer shall be filed by accelerating the rotation of officers through elective positions. The vacancy thereby created for the position of Secretary-Treasurer shall be filled from the Board of Directors by a majority vote of the Executive Committee taken at a regular, or special meeting or by poll as directed by the Chairman. The term of office for the position of Secretary-Treasurer created by a vacancy shall be for the unexpired portion of the term of the office. The Board member elected Secretary-Treasurer shall also continue in the present duties as Board member and shall retain the entitled voting rights at the Board meetings prior to filling the Secretary-Treasurer's position and shall be entitled to one vote at the Executive Committee meetings.

Article VII: Conference Site

Section 1: Selection of the Annual Conference site is restricted to locations within the territory represented by the seventeen member states. The Annual Conference location will rotate among the sectors of the territory in the following manner: Western, Southeastern, and Mid-Atlantic. Every effort should be made to continue this pattern. Selection of the conference location three years prior to the meeting scheduled shall be made at the Board meeting held during the Annual Conference for the purpose of electing officers. Each state director shall have one vote to be cast by the State Director (or the Alternate Director in the absence of the State Director). The one vote shall be cast as the respective State Caucus so directs.

Article VIII: Amendments

Section 1: These By-Laws may be amended by a majority vote of the Officers and Board of Directors, as described in Article IV, Section 1 of the Constitution, at any duly authorized meeting of the Board. Each State Director shall have two votes, and all other Board members shall have one vote each.

Revised: October 17, 1998, Williamsburg, Virginia
Revised: April 14, 2000, Atlanta, Georgia
Amended: July 9, 2008, Orlando, Florida
Amended: November 13, 2010, Charleston, South Carolina
Amended: November 10, 2012, New Orleans, Louisiana
Amended: April 2, 2013, Atlanta, Georgia
Amended: July 15, 2015, Savannah, Georgia
Last Amended: August 6, 2019