1. NAME

The name of the organization shall be the State and Local Government Benefits Association (SALGBA).

2. OBJECTIVES

   The objectives of this Association shall be to:

   1. Provide valuable opportunities for the exchange of information, ideas, knowledge and expertise through networking and the use of electronic and print media.
   2. Be a collective voice on national employee benefit issues.
   3. Enhance and promote professional education through conferences and the Certified Government Benefits Administrator (CGBA) program.
   4. Create partnerships with professional, educational and other benefits-related organizations.
      
      
3. MEMBERSHIP, VOTING RIGHTS AND MEMBERSHIP FEES

   Membership Definitions

   1. Jurisdictional Membership in this Association shall be restricted to states, counties, and municipalities or other political subdivisions created by any of the states statutes provided that such subdivisions otherwise qualify for membership.  Also eligible are health care related not-for-profit organizations (healthcare coalitions, joint insurance funds, etc.) and health care quality of care groups that primarily include public sector purchasers or whose primary interest is health care for a public sector jurisdiction.
   2. Non-voting Associate Membership shall be open to consultants, insurance companies, and other professional groups but shall not include unions or other employee organizations.
   3. All membership applications are subject to approval of the Board of Directors.
   4. If more than one representative from a member organization is present, there shall be only one vote for that organizationns delegation.
   5. Member fees shall be determined on an annual basis by a majority vote of the Board of Directors.

4. OFFICERS

The officers of this Association shall be a President, President-Elect, and Secretary-Treasurer, and each officer shall have the duties and functions usually attached to such office.  The specific function and responsibility of each officer shall be contained in the By-Laws.  The President and President-Elect shall be elected at the annual meeting, for terms of one year or until their successors shall have been elected.   The Secretary-Treasurer shall be appointed as an officer by the Board of Directors at the annual meeting for a term of three years or until a successor has been appointed.  No person shall serve as President more than once in a five-year period, unless an exception is approved by a majority vote of the membership.

5. MEETINGS
   
   
   1. The annual meeting of the Association shall be held on a date set by the Board of Directors, giving at least ninety days notice to the membership.
   2. Special meetings of the Association may be called by the President with a 30-day written notice to the membership.

6. BOARD OF DIRECTORS
   
   
   1. There shall be a Board of Directors consisting of three officers and four at-large members. The at-large members shall be elected by the membership at the annual meeting or, at the discretion of the Board of Directors, by written or electronic ballot submitted to the membership within 90 days of the annual meeting. Specific election procedures shall be contained in the By-Laws.
   2. At-large members shall be elected for three-year terms, except when elected to fill vacancies.  Short term members may be elected to full term seats at the appropriate election, or filled by the President subject to a vote of the majority of the Board of Directors.
   3. No more than one representative from a governmental unit shall serve as a Board member at the same time.
   4. The three most immediate past presidents who are not currently serving on the Board, but are active Jurisdictional Members, shall be non-voting ex-officio members of the Board, except in the case of a tie vote, when the most immediate past President shall have a vote to break the tie.  If the three immediate past presidents are not active Jurisdictional Members, then the President can appoint a (n) alternate(s) to serve in an advisory capacity.
   5. An Associate Member appointed by the President shall serve as a non-voting ex-officio member of the Board.  The Associate Member appointment is subject to approval of the Board of Directors.
   6. The Board of Directors is the governing body of the Association and shall give direction to the President for execution of such policy.
   7. The specific function and responsibilities of the Board of Directors shall be contained in the By-Laws.
   8. The Board shall have at least one member representative from the states, counties, and municipalities or other political subdivisions created by any of the states statutes provided that such subdivisions otherwise qualify for membership.  Also eligible are health care related not-for-profit organizations.
   9. Board members shall be required to serve on at least one of the eight standing committees.
      
      
7. COMMITTEES

   There shall be eight standing committees of the Association as follows:

   1. Program
   2. Constitution and By-Laws
   3. Budget Review
   4. Member Services and Internal Communications
   5. Membership
   6. Nominating
   7. Continuing Education and Certification
   8. Conference Committee

   Committee chairpersons shall be appointed by the President annually except that the chairperson of the Nominating Committee shall be the immediate past president of the Association, the chairperson of the Program Committee shall be the President-elect, and the chairperson of the Budget Review Committee shall be the Secretary-Treasurer.  Standing committee members shall be appointed by the committee chairperson, subject to approval by the President, and will consist of a minimum of two members including the chairperson.

   Ad hoc committees to deal with special situations and problems may be appointed by the President.

   Committee vacancies may be filled by the President of the Association and the President may appoint additional members as needed.

8. BY-LAWS
   
   
   1. There shall be established By-Laws, which shall act as standard operating procedures for all officers, committee chairpersons and the Board of Directors.
   2. By-Laws shall be based on, and not contrary to, the provisions of the Constitution.
   3. The Association shall be governed in all parliamentary matters by the most recent Roberts Rules of Order.”
      
      
9. AMENDMENTS
   
   
   1. Upon approval by two-thirds of the Board of Directors, amendments to the Constitution shall be referred to the membership at an annual meeting or by mail.  Notice of such amendments must be supplied to the membership at least 30 days prior to the annual meeting at which the vote is to be taken, or at least 30 days prior to the date on which a vote by mail is to be tallied.  Amendments to the Constitution so referred to the membership shall require a vote of approval of two-thirds of the voting membership present at any annual meeting of the Association, or if the vote is held by mail, two-thirds of the members voting.
   2. Amendments to the By-Laws may be made by two-thirds vote of the Board of the Directors.
   3. Any member of the Association may propose a change in the Constitution or By-Laws by submission to the Chairperson of the Constitution and By-Laws Committee.  The proposed amendment must be submitted in writing and attested to by four (4) other members.  The said proposed change shall be presented to the next annual meeting of the Association and shall require approval by a vote of two-thirds of the membership present.
      
      
10. QUORUM
    
    
    1. A quorum of the Board of Directors shall be four (4).
       
       
11. DISSOLUTION
    
    
    1. In the event of dissolution of the State and Local Government Benefits Association, whatever funds are left after all debts are paid shall be donated to an organization or organizations that are tax-exempt under Federal statutes.  The Board of Directors, by majority vote, shall decide which organization or organizations are to be the beneficiaries of any funds that are to be donated as referred to in the foregoing sentence.
       
       
12. INUREMENT
    
    
    1. No part of the net earnings of the Association shall inure to the benefits of, or be distributed to its members, trustees, officers or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance to the purposes set forth in Article II, Objectives of the Constitution.