Constitution

ARTICLE  I
NAME AND TERRITORIAL LIMITS

SECTION 1.  NAME
The name of this organization is the Missouri Emergency Preparedness Association herein referred to as the Association or MEPA.  MEPA is incorporated in the State of Missouri as a "Nonprofit Corporation."  (RSMo 355)

SECTION 2.  LIMITS
The territorial limits of this Association are confined to the State of Missouri.

SECTION 3.  ADDRESS
The address of record for this Association shall be the mailing address of the current Treasurer of MEPA.

ARTICLE  II
PURPOSE

The purpose of this Association is:

A.  To coordinate the efforts of its members in a common front, as they protect the lives and property of all persons within their territorial limits against man-made or natural disasters and preserve our national security.

B.  To evaluate and disseminate the common experiences and corrective judgment of those specialists trained in and responsible for emergency management activities.

C.  To serve as a clearinghouse for ideas, suggestions, and courses of action between members.

D.  To act in concert with a professional advisory capacity to other organizations, local emergency management agencies and input to state and federal agencies regarding or upgrading emergency management capabilities.

ARTICLE  III
MEMBERSHIP

SECTION  1.  INDIVIDUAL
Active membership in the Association is open to any official in any political subdivision within the State of Missouri or anyone responsible for emergency management functions, after payment of individual dues, with no limited membership per subdivision or governmental entity.  Individual Active membership in the Association is open to any individual(s) employed by a federal, state, or local government organization, or any corporation, or business with offices in the State of Missouri, when the individual desirous of membership is responsible for or involved in emergency planning or safety within the agency or company, or wishes to support the work of the Association, after payment of individual dues.
Active membership in the Association is also accorded each individual named under a Corporate Membership, as specified in Section 2 following.

SECTION  2.  CORPORATE
Corporate membership shall be allowed for any federal, state, or local government entity, corporation, or business.  Such Corporate Member shall pay Corporate dues and specify in writing to the MEPA Treasurer the names of it's personnel which the Corporate Member wishes to add or delete from it's MEPA  Active membership may be provided to the MEPA Treasurer; however, additional personnel may cause the corporation's dues to increase.

SECTION  3.  HONORARY
Honorary membership may be granted by the Board of Directors to individuals who are in sympathy  with the Association, or who have distinguished themselves with the Association and shall be entitled to all privileges except to hold office and vote.

SECTION 4.  LIFETIME
Lifetime membership may be granted by the majority vote of the Board of Directors to any person who has distinguished themselves in the emergency management field, has been an active member of MEPA  for at least ten (10) years, and has retired from an active emergency management position or is no longer associated with a political subdivision which would make them eligible for active membership, but wishes to remain active in the Association for the advancement of emergency management.  A Lifetime member shall be entitled to all privileges, shall pay no dues, have no voting rights and may not hold an elected office.

SECTION 5.  TRANSFER
Membership is transferable if membership dues are paid by a government agency, political subdivision, or company.  If an outgoing member holds office or serves in any elected or appointed capacity in MEPA, that office or appointment is not transferred to the replacement member.

ARTICLE  IV
VOTING RIGHTS

SECTION  1.  LIMITS
Every active member with this Association shall be entitled to one (1) vote at any Association meeting, except that voting rights shall be limited to two (2) votes from each of the following: Political Subdivision Member Agency, corporation or business, all State level agencies combined, and all Federal level agencies combined.

SECTION  2.  VOTING
Unopposed candidates may be elected by acclamation of the voting members present.  Paper ballots will be used when voting for Board members if more than one candidate is nominated for the position.  Absentee ballots and proxy votes are not valid.  Cumulative voting is not permitted.

ARTICLE  V
DUES

SECTION  1.  INDIVIDUAL
The annual dues of active members of the Association shall be fifteen dollars ($15.00) per year. Such dues are to be paid annually and are due May1. The dues year is May 1 through April 30.


SECTION  2.  CORPORATE
A table of corporate dues, by number of members desired, shall be established and periodically reviewed by the Board of Directors.  The Board may appoint, as required, an ad hoc corporate dues advisory committee to study the corporate dues structure and make recommendations.

SECTION  3.  FISCAL YEAR
The fiscal year of MEPA shall be January 1 - December 31.

ARTICLE VI
BOARD OF DIRECTORS

SECTION  1.  COMPOSITION
The MEPA Board of Directors, herein referred to as the Board, shall consist of one (1) designated and fourteen (14) elected members.
The elected Board of Directors of this Association shall be:
    President
    Vice-President
    Secretary
    Treasurer
    One (1) Board member from each of the nine (9) Missouri State Highway Patrol Troop areas
    One (1) Board member at large.
The one (1) designated Board member shall be the immediate Past President

SECTION  2.  ELECTION
Nominees to fill expiring Board position terms will be elected at the Spring meeting by a majority of the votes cast for each position by voting members present.  Cumulative voting is not permitted.

SECTION  3.  QUALIFICATIONS
No person shall hold office in the Association unless qualified as an active member in the official records of the Association for a period of one (1) year and is a Director or Deputy Director, or person involved directly in the Emergency Management of his or her jurisdiction.  No more than one (1) Board member shall be elected from any political subdivision, state agency, federal agency, corporation, or business during any term of office.

SECTION  4.  TERMS
The term of each Board member shall commence immediately after the Spring meeting election, and shall continue until a successor takes office.  The terms of the President, Vice-President, Secretary, Treasurer, and Past President shall be two (2) years.  The terms of the other ten (10) Board members shall be three (3) years.

SECTION  5.  VACANCIES
Whenever a vacancy shall occur on the Board of the Association due to any cause other than expiration of office, the vacancy caused thereby shall be filled in the following manner:  Should the vacancy be the President, the Vice President will assume the Presidency.  Should the vacancy be the Vice President, the Board of Directors by secret ballot, majority rules, will elect one member of the Board of Directors to serve in the capacity to complete the term of Vice President.  Should the vacancy be the Secretary, Treasurer, or Past President, the President shall appoint a qualified member to complete the term of office.  Should the vacancy be one of the other ten (10) Board member positions, the President shall appoint a qualified member to fill the vacancy until the next spring meeting election.

SECTION  6.  REMOVAL
Any member of the Board who is absent from three (3) consecutive Board meetings without good cause shown may be considered for removal from the Board of Directors.  Removal will be effected by following procedures as set forth in the Missouri Nonprofit Corporation Act, RSMo 355.346.

SECTION  7.  HONORARY MEMBERS
The State Emergency Management Agency (SEMA) Director is an honorary member of the Association and is an ex-officio member of the Board of Directors and all standing committees.  The Federal Emergency Management Agency (FEMA) Region VII Director is an honorary member of the Association and an ex-officio member of the Board of Directors.

ARTICLE VII
DUTIES OF THE BOARD OF DIRECTORS

SECTION  1.  GENERAL POWERS
The business and affairs of the Association shall be managed by its Board of Directors.

SECTION  2.  PRESIDENT
The President shall be the principal executive officer of the Association and shall in general supervise and control all the business affairs of the Association.  Shall, when present, preside at all meetings of the members and of the Board.  May sign, with the Secretary or with any other proper officer of the Association thereunto authorized by the Board, and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by this Constitution to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and, in general, shall perform all duties incidental to the office of President and such other duties as may be prescribed by the Board from time to time.

SECTION  3.  VICE-PRESIDENT
In the absence of the President or in the event of death, inability or refusal to serve, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

SECTION  4.  SECRETARY
The secretary shall keep the minutes of the membership meetings and of the Board meetings in one or more books provided for the purpose;  see that all notices are duly given in accordance with the provisions of this Constitution or as required by law; and, keep a register of all members and their post office addresses; and, in general, perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board.

SECTION  5.  TREASURER
The treasurer shall have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for monies due and payable to the association from any source whatsoever; deposit all such monies in the name of the Association, in such banks, trust companies, or other depositories as shall be selected by the Board and in general, perform all duties incidental to the office of Treasurer and such assigned by the President or the Board.  The Treasurer will maintain a General Ledger Book and record all transaction therein.  This ledger Book will be available for inspection by the MEPA Audit Committee upon written request.  The Treasurer must get permission, from at least two (2) other Board members, for any expenditures over one hundred dollars ($100.00).  All checks must be countersigned.

ARTICLE VIII
NOMINATIONS OF BOARD MEMBERS

SECTION  1.  NOMINATING COMMITTEE
At least sixty (60) days prior to each  Spring election, the President shall appoint three (3) active members of the Association, none of whom shall be a member of the Board of Directors, to serve as the Nominating Committee.

The duty of the Nominating Committee shall be as follows:

        (1)  Search for a slate of officers as set forth in Article VI.
        (2)  Secure a resume of each nominee.
        (3)  Present a slate of qualified nominees (for the Board positions with terms expiring) to 
                the membership at the Spring Conference.

SECTION  2.  NOMINATIONS
At the Spring meeting, the Nominating Committee Chair must ask for nominations from the floor at least three (3) times before recognizing a motion to close the nominations for any Board position.

ARTICLE  IX
COMMITTEES

SECTION  1.  STANDING COMMITTEES
The President shall have the power to appoint the Chairpersons and the committee members of the following standing committees, which shall consist of three (3) members each.  Should there be a vacancy in a committee, the committee chairperson may appoint a member to serve on the committee with the approval of the President.

        Constitution Advisory Committee
        Audit Committee
        Membership Committee
        Legislative Committee
        Election Committee

SECTION  2.  SPECIAL COMMITTEES
Special Committees may be appointed by the President, subject to approval by the Board of Directors, and shall perform such duties as may be defined in their creation.

SECTION  3.  DUTIES
The duties of all committees shall be established by the President with the approval of the
Board.

SECTION  4.  NOMINATING COMMITTEE
The Nominating Committee shall be appointed as outlined in the "Nominations of Board Members" article of this Constitution.

SECTION  5.  HISTORIAN
The Historian shall be appointed by the President.  The Historian shall keep pictures, news items, programs and items pertaining to the Association and shall make a scrapbook of same.

ARTICLE  X
MEETINGS AND QUORUM

SECTION  1.  ASSOCIATION MEETINGS
There shall be two (2) regular Association meetings a year.  The first meeting of the calendar year shall be known as the Spring Meeting.  The second meeting shall be known as the Fall Meeting.  The time and place of each meeting shall be fixed by the Board of Directors.

SECTION  2.  BOARD MEETINGS
The Board of Directors shall meet prior to the Spring meeting to recommend Association policies for the ensuing year, and quarterly as may be called by the President.  With the exception of spring and fall meetings, ten (10) days written notice of a Board meeting shall be sent via mail.


SECTION  3.  EMERGENCY MEETINGS

An  emergency meeting of the Board, for a specific purpose, may be requested by any Board member.  If the nature of the emergency does not permit ten (10) days written notice then contact by phone to all Board members will be considered acceptable.  At an emergency Board meeting,  only the purpose for which the meeting was called may be acted upon and no other business may be transacted.  A quorum is necessary for any Board action to be taken at an emergency meeting.

SECTION  4.  QUORUM
At any meeting of the board of Directors, a quorum shall consist of one third of the Board members in office.  In no case shall a quorum consist of less than three (3) Board members.  At the Spring and Fall meetings of the association, a quorum of the Association membership shall be constituted by those active members present.  At the Spring and Fall meetings, a Board quorum must still be present to conduct business other than election of Board members.

SECTION  5.  EXPENSES
The Board of Directors shall consider for approval any reasonable requests for reimbursement for lodging, meals, and mileage of the President attending area meetings, and mileage for the Board of Directors for two (2) Board meetings at twenty five cents (25¢ ) a mile, not to exceed twenty-five dollars ($25.00) per meeting per elected Board member, providing the Board member is not reimbursed by any other source.  Requests for reimbursement must be made and approved by the Board at said board meeting, and bills or invoices must be forwarded to the Treasurer for payment within thirty (30) days following the meeting.

ARTICLE  XI
PARLIMENTARY AUTHORITY

Robert's revised RULES OF ORDER shall be the parliamentary authority for all matters of procedure not specifically covered by the constitution of this organization.

ARTICLE  XII
AMENDMENTS

SECTION  1.  VOTE AND NOTIFICATION
This Constitution may be amended at the Spring or Fall meeting, by a two-thirds (2/3) vote of the votes cast, or  by a majority of the voting power, which ever is less, from voting active members at such meetings (RSMo 355.596).  The proposed amendment must be circulated to all members at least thirty (30) days prior to said meeting.

SECTION  2.  FLOOR PROPOSALS
Constitution amendments proposed on the floor of the Spring or Fall meetings, including motions to alter a prior circulated proposed amendment, can be adopted by support of ninety
(90) percent of the votes cast by active voting members at the meeting without satisfying the thirty (30) day requirement.



Upon adoption of this MEPA Constitution  by the voting membership, this document shall take effect immediately and supersede all previously adopted and published constitutions and/or bylaws of MEPA.

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MEPA CONSTITUTION CHANGE HISTORY

Base document for preparing the Restated MEPA Constitution of April 17, 1995, was the MEPA Constitution dated April 9, 1998, as amended at the April 2, 1991 meeting (which amendments were dated May 10, 1991 in the published Constitution update.) Amended per Spring meeting April 16, 2001. Amended at the April 21, 2004 meeting