Section 1.  Purpose.  The purposes of this Association shall be to:

1. Provide a forum for interaction of the members;
2. Establish a means of communication among the members regarding matters of mutual interest;
3. Provide members with information regarding current community issues and needs;
4. Provide information to its members regarding leadership ;
5. Provide information to community organizations regarding the particular interests, background, and talents of members available for leadership positions; and
6. Establish, promote, and foster leadership for the Stillwater community.

Section 1.  Membership.  The membership of the Association shall be open to all individuals who have completed the Leadership Stillwater program.  Annual dues must be paid in full to be considered a member in good standing.
Section 2.  Associate Membership.  Individuals who have graduated from Leadership programs in other cities may request Associate membership.  Associate members shall have full rights, responsibilities, and privileges of membership.
Section 3.  Honorary Membership.  Honorary membership may be bestowed upon individuals in recognition of sustained and exemplary contributions to Leadership Stillwater.  Any member may nominate individuals for Honorary membership to the Board of Directors.  Nominations must be in writing and shall include a statement of the sustained and exemplary contributions to Leadership Stillwater.  Selection to Honorary membership shall be by a majority vote of the Board of Directors at a regularly called meeting.  Honorary members shall have full rights, responsibilities, and privileges of membership.  Annual dues shall be waived for all Honorary members.

ARTICLE IV
Officers

Section 1.  Election and Terms. The officers of the Association shall consist of a Past President, President, President Elect, Secretary and a Treasurer.  Officers shall be elected by the members at the annual meeting of the Association and shall hold office for twelve (12) months, commencing with the first day of the next calendar year following their election, or until their successors are elected and qualified.  All officers to be elected shall be paid up members, and shall be elected by the members at the annual meeting of the Association.
Section 2.  Nominations.  The President shall appoint a nominating committee no less than thirty (30) days prior to the annual meeting.  The nominating committee shall select at least one consenting nominee for each officer position and for the open Board of Director positions not otherwise provided for in these Bylaws.  The names of all nominees shall be included with the notification of the annual meeting.  Nominations may also be made from the floor at the annual meeting.
Section 3.  Election.  Officers shall be elected by a majority of the votes cast.  If a majority does not exist on the first vote, then the members with the three (3) greatest number of votes shall be considered on the second vote.  If a majority does not exist on the second vote, then the members with the two (2) greatest number of votes shall be considered on later votes.  Voting shall continue until one (1) member receives a majority of votes cast.  The Secretary shall have the responsibility of providing a list of nominees at the annual meeting.
Section 4.  Removal.  Any officer may be removed by a majority vote of those present at any special meeting of the membership called for that purpose. 
Section 5.  Vacancies.  If any office becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors, except that the President Elect shall automatically succeed the office of President in the event that office becomes vacant, and shall retain the position as President Elect for the rest of the term.
Section 6.  Duties.
Section 6.1.  President.  The President shall preside at meetings of the members of the Board of Directors and shall have the responsibility for carrying out the directives of the Board.  The President shall establish ad hoc committees, direct all committees in the pursuit of their goals, and shall report to the Board of Directors on all Association programs, activities, and transactions.  The President, subject to the approval of the Board of Directors, shall establish programs and goals for the Association.
Section 6.2.  President Elect.  The President Elect shall perform such duties as are delegated by the President, shall become the President in the event that office becomes vacant, and shall become President the year following election to this position.  The President Elect shall establish and chair a selection committee to determine possible recipients for the Leadership Stillwater Alumni Association Outstanding Leadership Award.
Section 6.3.  Treasurer.  The Treasurer shall oversee the keeping of the accounts of all moneys received and expended for the use of the Association and shall oversee the making of disbursements authorized by the Board of Directors or officers as appropriate.  The Treasurer shall oversee the depositing of all sums received by the Association in the depositories approved by the Board of Directors, and shall make a report at the annual meeting or when called upon by the President.  At the expiration of the term of office, the Treasurer shall ensure that all books, moneys and other property are properly accounted for to the successor.
Section 6.4.  Secretary.  The Secretary shall be responsible for the taking, preparing and preservation of the minutes of the meetings of the members and the Board of Directors.  The Secretary shall attest documents and perform such other duties as usually pertain to the office of Secretary or as may be assigned by the Board of Directors and shall distribute meeting minutes within thirty (30) days of such meeting.
Section 6.5.  Past President.  The Immediate Past President shall act in an advisory capacity to the President.  This individual will also assist in carrying out the programs, activities, and transactions of the Association as requested by the President.

Section 1.  Annual Meetings.  The annual meeting of the members of the Association shall be held during the last quarter of the calendar year, at a time and place to be determined by the Board of Directors.
Section 2.  Special Meetings.  Special meetings of the members may be called at any time by the President, by written request of three Directors, or by written request of one-third (1/3) of the members.
Section 3.  Notice.  Notice of all meetings shall be distributed to each member, at his or her last known address, not less than twenty (20) days prior to the annual meetings and not less than ten (10) days prior to special meetings.
Section 4.  Quorum.  Those members in good standing present at any regularly called meeting shall constitute a quorum.

Section 2.  Ad hoc Committees.  The President alone or with the advice of the Board of Directors may create ad hoc committees deemed desirable to carry out the program or work of the Association.
Section 2.1.  Membership. The President has the authority to appoint the chair of any ad hoc committee. The Chair shall then select committee members as necessary to carry out the program or work of the Association.  If the President so decides, the members of each ad hoc committee shall elect the committee chair at their first meeting.

Section 1.  Annual Dues.  The annual dues shall be set by the general membership at the annual meeting and shall be due no later than the first day of the fiscal year, January 1.  Members whose dues are delinquent shall not be allowed to vote on any Association matter nor serve in any official capacity until the dues are paid.

Section 1.  Fiscal Year.  The fiscal year shall be from January 1 through December 31.
Section 2. Accounts.  The books and accounts of the Association shall be kept in accordance with sound accounting practices and shall be reviewed annually by a Certified Public Accountant designated by the Board.  At the end of the fiscal year, a copy of the financial report shall be made available to each member of the Board of Directors and to Association members upon request
Section 3.  Dissolution.   In the event of the dissolution of the Association, its assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed to an organization devoted to the promotion and fostering of leadership for the Stillwater community as determined by the Board of Directors. 
Section 3.  Authorization.   The President and Treasurer shall be authorized to sign documents pertaining to the investment into or withdrawal of moneys from any fund of the Association.
Section 4.  Fiscal Policies.  General Operating Policies shall be as follows:

1. The Association's Board of Directors are responsible for authorizing all bank accounts.
2. The President and Treasurer are the designated check signers for the Association.
3. Financial institutions where Association accounts are maintained will be notified of any changes in check signers, following the transition of officers with check signing responsibilities by the outgoing Treasurer.
4. The Treasurer and a Finance committee to be appointed by the President shall submit an annual budget in November of each year to the Board of Directors.  The budget shall be presented to the Association membership at the annual meeting for approval.  Approval of this budget shall constitute approval of any expenditure items that are within the approved budget categories.
5. The Board of Directors may vote to amend the budget or distribute unbudgeted funds for expenses up to $500 without a vote of the Association membership. 
6. Incoming check must be restrictively endorsed "for deposit only" when received.
7. The Treasurer shall deposit all cash and checks within 3 business days of receipt. Bank deposit receipts shall be compared and attached to the original bank deposit slip for official documentation.
8. All disbursements must be made by check.
9. Signing of blank checks is strictly prohibited.
10. Requests for reimbursements shall be forwarded to the Treasurer and must include a receipt or invoice detailing the expense incurred.
11. Bank accounts must be reconciled by the Treasurer on a semi-annual basis.
12. The Treasurer shall be responsible for maintaining accurate, up-to-date records of all financial activity for current and previous years. 

This amended set of Bylaws was approved by the membership at the meeting held on June 23, 2005 at Mexico Joe's in Stillwater, Oklahoma.

Mikhael Reed

President

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