Official By-Laws

BY-LAWS
PARTNERS FOR STENNIS, INC.
(See Attachment “A” for Schedule of Amendments”)

ARTICLE I – GENERAL

SECTION 1. This organization is incorporated under the laws of the State of Mississippi and shall be known as the PARTNERS FOR STENNIS, INC. (hereinafter referred to as “Partners”).

SECTION 2. PARTNERS is organized for the following, non-inclusive objectives:

To create a better understanding of the economic, technical, and educational value of John C. Stennis Space Center (hereinafter referred to as “Stennis”) among those who influence and/or benefit from the activities of Stennis.

To build strong support for the continuance of activities at Stennis.

To influence decision-making regarding the economic growth and technical advancement of activities at Stennis.

To foster increased private enterprise (business) activity at Stennis.

ARTICLE II – MEMBERSHIP

SECTION 1. Membership shall be open to any individual or organization who has an interest in furthering the development of Stennis.

SECTION 2. Dues are not charged to the members at this time.

ARTICLE III – FISCAL YEAR

SECTION 1. The fiscal year of PARTNERS shall begin on the first day of January and end the last day of December.

ARTICLE IV – MEETINGS

SECTION 1. Meetings of the membership shall be held no less than quarterly. Meetings of the Board shall be held at least monthly, except during months when membership meetings are held. The Chairman will set all meeting dates.

SECTION 2. The annual meeting of the corporation shall be held during the month of January each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

ARTICLE V – BOARD OF DIRECTORS

SECTION 1. The Board of Directors shall be composed of sixteen (16) members, from which four officers will be elected. The terms of the Board members shall be two years and shall be staggered, with eight members rotating on and eight members rotating off the board each year.
In addition, up to five (5) representatives from contractor organizations operating at Stennis Space Center and up to six (6) ex-officio members will be asked to serve on the Board as advisors for the advancement of the mission of PARTNERS. The term of service shall be one (1) year.

SECTION 2. The Board shall include representatives from Hancock County, Mississippi, Harrison County, Mississippi, Pearl River County, Mississippi, and St. Tammany Parish, Louisiana.

SECTION 3. A Nominating Committee of four (4) members of PARTNERS shall be appointed by the Chairman. Each candidate must be an active member of PARTNERS and must have agreed to accept the responsibility of a directorship which includes serving as an officer of Partners if asked.

SECTION 4. All newly elected and appointed Board members shall be seated at the regular January Board meeting and shall be participating members thereafter.

SECTION 5. A member of the Board who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.

SECTION 6. There shall be a quorum present for the Board to conduct business; a quorum is defined as one-half of the Board members, plus one additional member.

ARTICLE VI – ELECTION OF OFFICERS

SECTION 1. The nominating committee for directors shall also nominate officers. At the annual meeting further nomination for officers may be made (from the floor) by the membership. At this meeting the membership shall elect the Chairman, Vice-chairman, Secretary, and Treasurer.

SECTION 2. Procedure for filling vacancies: In the event that a vacancy should occur in an office, the board shall act to name a replacement from the membership to serve the un-expired portion of the term.

ARTICLE VII – DUTIES OF THE OFFICERS

SECTION 1. Chairman: The Chairman shall be the Chief Executive Officer of the Partners for Stennis and shall, in general, supervise and conduct the business and affairs of the Partners for Stennis. He/she shall have authority to sign, execute, and acknowledge, on behalf of the Partners, those instruments necessary, or proper, to be executed in the course of the Partners’ regular businesses, or which shall be authorized by resolution of the Board. The Chairman shall appoint the Chairperson of each committee of the Board. The Chairman shall appoint the Chairperson of each committee of the Partners. The Chairman shall make appointments to special and ad hoc committees and subcommittees created by actions of the Board. The Chairman may appoint a Partners parliamentarian as needed. In general, the Chairman shall perform all duties incident to the office of Chairman and such other duties as may be described by the Board from time to time. The term of office is for one (1) year from the date of election.

SECTION 2. Vice-Chairman: The Vice-Chairman shall exercise the powers and authority and perform the duties of Chairman in the absence or disability of the Chairman. The term of office shall be for one (1) year from this date of election.

SECTION 3. Secretary: The Secretary shall act as the secretary to the Board of Directors and cause to be prepared notices, agendas, and minutes of meetings of the Board. The term of office shall be for one (1) year from the date of election.

SECTION 4. Treasurer: The Treasurer shall have charge and custody and be responsible for all funds and securities of the Partners from any source whatsoever; endorse and deposit all such monies in the name of the Partners in such banks, trust companies or other depositories as shall be designated by resolution of the Board; make payments for appropriate and authorized expenditures; and accounting records and forms of the Partners. In general, he/she shall perform all of the duties and exercise such other authority as from time to time may be delegated, or assigned to him/her by the Chairman or the Board. The term of office shall be for one (1) year from the date of election.

SECTION 6. Board of Directors: They will assist with locating potential officers and Board members and further serve as liaison between the Partners and the community. Board members shall also perform such other duties and have such authority as from time to time may be assigned by the Chairman and the Board. Board members shall serve for two (2) years.

ARTICLE VIII – COMMITTEES

SECTION 1. The Chairman, by and with the approval of the Board of Directors, shall appoint all committees and committee chairmen.

SECTION 2. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.

ARTICLE IX – AMENDMENTS

The By-laws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, or by a majority of the members of PARTNERS at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board or the members in writing, at least ten (10) days in advance of the meeting at which they are to be acted upon.

Attachment “A”

Schedule of Amendments

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09/19/1996 Original By-Laws Approved

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07/29/1999 Amendment to Article IV -- Section I

Original: Regular meetings of the membership shall be held monthly, at a date set by the Chairman.

Revision: Meetings of the membership shall be held no less than quarterly. Meetings of the Board shall be held at least monthly, except during months when membership meetings are held. The Chairman will set all meeting dates.

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10/16/03 Amendment to: Article V – Section 1

Original: The Board of Directors shall be composed of twelve (12) members, from which four officers will be elected. The terms of the Board members are to be staggered, with four (4) Directors to be elected initially for one year, four (4) Directors to be elected initially for two years, and four (4) Directors to be elected initially for three years. A drawing shall take place the first year in order to determine which Directors will serve the initial terms of one, two, or three years.

Revision: The Board of Directors shall be composed of sixteen (16) members, from which four officers will be elected. The terms of the Board members shall be two years and shall be staggered, with eight members rotating on and eight members rotating off the board each year.
In addition, up to five (5) representatives from contractor organizations operating at Stennis Space Center and up to six (6) ex-officio members will be asked to serve on the Board as advisors for the advancement of the mission of PARTNERS. The term of service shall be one (1) year.

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10/16/03 Amendment to Article V - Section 2

Original: The Board shall include representatives from Hancock County, Mississippi, Harrison County, Mississippi, Pearl River County, Mississippi, and Slidell, Louisiana.

Revision: The Board shall include representatives from Hancock County, Mississippi, Harrison County, Mississippi, Pearl River County, Mississippi, and St. Tammany Parish, Louisiana.

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10/16/0 Amendment to Article V - Section 3.

Original: A Nominating Committee of five (5) members of PARTNERS shall be appointed by the Chairman. Each candidate must be an active member of PARTNERS and must have agreed to accept the responsibility of a directorship.

Revision: A Nominating Committee of four (4) members of PARTNERS shall be appointed by the Chairman. Each candidate must be an active member of PARTNERS and must have agreed to accept the responsibility of a directorship which includes serving as an officer of Partners if asked.

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10/16/03 Amendment to: Article VI - Section 2

Original: Procedure for filling vacancies: In the event that a vacancy should occur in an office, the members shall act to name a replacement from the membership to serve the un-expired portion of the term.

Revision: Procedure for filling vacancies: In the event that a vacancy should occur in an office, the board shall act to name a replacement from the membership to serve the un-expired portion of the term.

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10/16/03 Amendment to: Article VII – Section 6

Original: Board members shall serve for three (3) years.

Revision: Board members shall serve for two (2) years.

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7/15/04 Amendment to: Article II – Section 1 & 2

Original Section 1: Membership shall be open to any individual or organization who has an interest in furthering the development of Stennis.

Revision: Membership will be open to any individual, company, organization or other legitimate business entity with an interest in furthering the development of the Stennis Region.

Original Section 2: Dues are not charged to the members at this time.

Revision: Dues are set by the Board of Directors.

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12/10/08 Amendment to: Article IV – Meetings

Original Section 2: The annual meeting of the corporation shall be held during the month of October each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Revision: The annual meeting of the corporation shall be held during the month of January each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

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