ARTICLES OF INCORPORATION
ARTICLE I. - NAME
The name of the Corporation is ALABAMA MUNICIPAL REVENUE OFFICERS ASSOCIATION, INC.
ARTICLE II. - PERIOD OF EXISTENCE
The period of duration of the Corporation shall be perpetual.
ARTICLE III. - PURPOSE
The purposes for which the Corporation is organized are:
To operate exclusively for charitable and educational, purposes as referred to in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), herein generally called "exempt purposes," including, but not restricted to, the following more specific purposes but only to the extent that they are within the scope of such exempt purposes:
(1) To promote the proficiency and professionalism of municipal revenue officials through education, training, association and through the mutual exchange of information.
Provided, however, that any references herein to any provision of the Internal Revenue Code of 1986 (herein called the "Code") shall be deemed to mean such provision as now or hereafter existing, amended, supplemented, or superseded, as the case may be.
PROVIDED, FURTHER, that in all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, and winding up of this corporation, voluntary or involuntary or by operation of law, the following provisions hall apply:
1. This Corporation shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity that would prevent this corporation from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(3) of the Code, contributions to which are deductible on federal income tax purposes.
3. This Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole, nor any part or portion, of the assets or net earnings of this Corporation shall be used, nor shall this Corporation ever be organized or operated, for purposes that are not exclusively religious, charitable, scientific, literary, or educational within the meaning of Section 501(c)(3) of the Code.
4. No compensation or payment shall ever be paid or made to any member, officer, director, trustee, creator, or organizer of this Corporation, or substantial contributor to it, except as a reasonable allowance for actual expenditures or services actually made or rendered to or for this corporation; and neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of Section 501(c)(3) of the Code.
5. In the event of termination, dissolution or winding up of this Corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to one or more organizations described in Section 501(c)(3) of the Code, as the Board of Directors may decide.
ARTICLE IV. - MEMBERSHIP
The Corporation shall have members. The qualifications and rights of the members shall be as designated in the By-Laws of the Corporation.
ARTICLE V. - BOARD OF DIRECTORS
The Corporation shall have a Board of Directors of not less than three (3) nor more than fifteen (15) individuals. The members of the Board of Directors shall be selected in such manner and for such term and in such number as shall from time to time be provided for in the By-Laws of the Corporation.
ARTICLE VI. - REGISTERED OFFICE AND REGISTERED AGENT
The initial registered of the Corporation shall be 1905 West 1st Street, Post Office Box 299, Gulf Shores, Alabama, 36542, and the initial registered agent at such address shall be JAMES O. MEADS, JR.
ARTICLE VII. - INITIAL BOARD OF DIRECTORS
ARTICLE VIII. - NAME AND ADDRESS OF INCORPORATOR
The name and address of the incorporator is as follows:
James O. Meads, Jr. Post Office Box 299
IN WITNESS WHEREOF, the incorporator has hereunto set his hand and seal, this day of , 1989
( STATE OF ALABAMA )
Given under my hand and seal this the day of , 1990.
My Commission Expires:
This Instrument Prepared by:
G. DAVID CHAPMAN III, P.C.
ALABAMA MUNICIPAL REVENUE OFFICERS ASSOCIATION, INC.
A NONPROFIT CORPORATION
(As adopted on December 7, 2006)
1.01 - NAME. These Bylaws constitute the revised code of rules adopted by the ALABAMA MUNICIPAL REVENUE OFFICERS ASSOCIATION, INC. for the regulation and management of its affairs effective December 7, 2006 and until further amended.
1.02 - PURPOSE. This Corporation will have the purposes or powers as may be stated in Articles of Incorporation and such powers as are now or may be granted hereafter by law.
The primary purpose of this Corporation is to promote proficiency and professionalism of municipal revenue officials through education, training, association and through the mutual exchange of information.
2.01 - PRINCIPAL PLACE OF BUSINESS. The principal place of business of this Corporation in Alabama will be located at Mobile, Alabama. In addition, the Corporation may maintain other offices either within or without the State of Alabama as its business requires.
2.02 - REGISTERED OFFICE. The location of the registered office of this Corporation shall be 205 Government Street, Mobile, AL 36601. Such office will be continuously maintained in the State of Alabama for the duration of this Corporation. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and filing the appropriate statement with the State.
3.01 - MEMBERSHIP. The Members of this Corporation are those persons having membership rights in accordance with the provisions of these Bylaws.
3.02 - CLASSES OF MEMBERS. This Corporation will have four classes of Members. (Certificates of membership evidencing membership will be issued by the Corporation upon request by a member.) Qualification shall be as follows:
3.03 - RIGHTS OF MEMBERS. The rights of Members of each membership class of this Corporation are as follows:
1. Regular members shall have the right to attend and participate in all Alabama Municipal Revenue Officers Association, Inc. sponsored events, have voting rights, serve on committees, hold office or serve on the board of directors, receive Association publications, participate in the Association ListServe and may be eligible for certification.
2. Associate members of the corporation shall enjoy all of the rights and privileges enjoyed by Regular members of the corporation except the right to hold office, serve as a director, participate in certification and vote.
3. Honorary members of the corporation shall enjoy all of the rights and privileges enjoyed by Regular members of the corporation except the right to hold office, serve as a director, become certified and vote. An honorary member may not become certified unless regular membership is attained and the experience requirement met. Honorary members may maintain their certified status if the certified status was attained while a regular member.
4. Subscribing members' rights are limited to serving on committees in an ex officio capacity, attending Association meetings and receiving the Association publications. Subscribing members shall not have the right to vote, hold office or serve as a director, participate in the Association ListServe or become certified.
3.04 DUES AND APPLICATION FOR MEMBERSHIP. Annual dues shall be set by the Board of Directors and shall be payable upon application for membership. Timely dues for renewal of membership must be submitted no later than July 1 each year thereafter. Membership shall be terminated from the corporation for delinquency in payment of dues after September 30 of the membership year.
Honorary members shall pay no dues.
3.05 - GENERAL MEETINGS. The Association shall hold no less than two general meetings of the membership each calendar year. Official actions of the Association may be considered and acted upon during business sessions at general meetings. Such business meetings shall be conducted by the President of the Association. Such general meetings shall be held during the Municipal Revenue Officers Conference (July or August) and during the Winter Conference (December). The President must ensure that notice of such meetings is made to all members not less than 15 days in advance of said meetings. Said notice may be the conference announcement provided by the coordinating educational institution, an announcement by email and/or any other method of notice that will reach all members. Said notice must include the specific time, date and site of the meetings. Those regular members in attendance at a general meeting shall constitute a quorum. The registration fees for general meetings shall be $15 more for non-members than for members.
3.06 - SPECIAL GENERAL MEETING. A special general meeting may be called by the President with approval of the Board of Directors and a special General Meeting shall be called by the President upon petition by a group of regular members representing at least ten municipalities. Written notice of such special General Meeting shall be given to all members not less than 15 days in advance of said meeting.
3.07 - BOARD OF DIRECTORS. The Board of Directors shall meet at the call of the Chairman of the Board and as otherwise required by these Bylaws. The Board of Directors may also conduct business by correspondence, email and/or telephone poll.
3.08 - VOTING RIGHTS. Each regular member is entitled to one (1) vote on each matter submitted to a vote of the general membership. Only members present at the meeting shall be entitled to vote.
3.09 - TRANSFER OF ASSIGNMENT OF MEMBERSHIP . Membership in the Corporation is nontransferable and non-assignable.
3.10 - TERMINATION OF MEMBERSHIP. Membership will terminate in the Corporation on any one of the following events, and for no other reason:
(1) Receipt by the Board of Directors of the written resignation of a Member, executed by such Member or his duly authorized attorney-in-fact.
(2) The death of a Member.
(3) The failure of a Member to pay dues.
(4) Failure to meet the qualifications of the assigned membership class, or
For cause inconsistent with the Code of Ethics as adopted by AMROA.
- BOARD OF DIRECTORS. The Board of Directors is that group of persons vested with
oversight of the business and affairs of this Corporation subject to the law, the Articles
of Incorporation, and these Bylaws.
A director must be over 21 years of age.
(3) A director must be a regular, paid member of AMROA for three (3) years prior to his/her election.
(4) A director must be a Certified Municipal Revenue Officer.
4.03 - NUMBER OF DIRECTORS. The number of Directors may vary from time to time between a minimum of three (3) and a maximum of fifteen (15), with the amount to be determined from time to time by a vote of the general membership to amend this section.
4.04 - STAGGERED TERMS. The number of Directors shall be divided into three (3) classes equal in number with terms expiring at intervals of one (1) year. The retiring president will automatically and without election become a Director. Each Director will hold office until a successor has been selected and qualified. There is no limit on the number of terms a Director may be re-elected.
A Director may be removed from office when such action will serve the best interests of this Corporation pursuant to a hearing before the Board of Directors and a vote by said Board.
4.05 - INTERIM APPOINTMENT. Resignation of Directors will become effective immediately or on the date specified with the resignation and vacancies will be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors due to a resignation will be filled immediately by a majority of the remaining Board of Directors. The interim director will serve until the next annual or special meeting of the general membership at which time a new director will be elected by the general membership to serve the remainder of the unexpired term of the predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors will be filled by an election by the general membership. Any director ceasing to be qualified as a regular member or resident of Alabama shall be replaced in the same manner as specified above.
4.06 - QUORUM. A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Articles of Incorporation of this Corporation, or any provisions of these Bylaws.
4.07 - CHAIRMAN. The Chairman shall be elected annually by the directors. A chairman may not be elected for a term exceeding one year.
4.08 - MEETINGS. The Board of Directors shall have no less than two meetings each year and may have additional meetings as called by the Chairman.
Summer Board Meeting - The President of the Association shall call the Summer Board Meeting to order. The first item of business at the Summer Board Meeting shall be the election of a Chairman. The newly elected Chairman shall preside over the remainder of the meeting. The main focus of the meeting shall be to establish goals for the upcoming year.
Winter Board Meeting - This meeting shall focus on the attainment of goals, any old and new business items and other items necessary to fulfill the responsibilities of the Board.
4.09 - EXPENSES OF DIRECTORS. The reasonable expenses of directors in
5.01 - OFFICERS. The Officers of the Corporation will consist of the following positions:
(3) Vice President
5.02 - ELECTION OF OFFICERS. Other than the President, all of the officers of this Corporation will be elected by the general membership at the annual Summer Municipal Revenue Officers Conference to serve a one (1) year term with only one exception. The President-Elect shall be elected to serve for one year in said position and automatically rise to the position of President the following year. If the position of President becomes vacant at any time, the then current President-Elect shall immediately assume the title and responsibilities of President for the remainder of the Associations fiscal year as well as the following fiscal year. In such a situation, the position of President-Elect would remain vacant until an election is held at the next Municipal Revenue Officers Conference. Prior to any election, any nominee for any office must submit a letter of support from his supervisor or mayor.
5.03 - PRESIDENT. The President will be the Chief Executive Officer of this Corporation and will supervise and control the affairs of the Corporation that are not specifically reserved for the Board of Directors or the Board Chairman. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors. The President shall also serve as an ex officio member of the Certification Planning Committee. He/She shall also serve as Chairman of the Event Planning Committee for all other AMROA events with the officers of the Corporation serving as members of said committee. The President shall be responsible for assuring that all tax reports required by local, state and federal government are completed and filed in a timely fashion.
5.04 - PRESIDENT-ELECT. The President-Elect will perform all duties and exercise all powers of the President when the President is unable to attend a meeting or is otherwise unable to perform his duties. He/she will also perform such other duties as may be prescribed from time to time by the President or the Board of Directors. The President-Elect shall work closely with and serve as an assistant to the President in all activities so as to become knowledgeable regarding the responsibilities of the position of President. The President-Elect shall serve as Chairman of the Nominating Committee. With the assistance of the Treasurer and with the majority approval of the officers, the President-Elect shall prepare and present a budget at the Summer Municipal Revenue Officers Conference As preparation for assuming the responsibilities of President and interacting with other revenue officials at the regional and national level, the President will authorize reasonable registration and travel expenses for the President-Elect to attend a national or regional meeting providing education regarding Alabamas relationship to the nation or the region in the field of local government business licensing and taxation. It shall be the responsibility of the President-Elect to provide a summary of the benefits of the event to the membership at the next general meeting following the event.
5.05 - VICE PRESIDENT.
The Vice President will perform duties as may be prescribed from time to time by the President or the Board of Directors. Should there be no President-Elect at the time that a President is unable to serve his full term, the Vice President shall immediately assume the title and responsibilities of President for the remainder of the Associations fiscal year as well as the following fiscal year. In such a situation, the vacant position of Vice President would be filled by the Board of Directors until the next general or special meeting at which time the members present at the meeting would elect a new Vice President to serve the remainder of the unexpired term.
5.06 - SECRETARY. The Secretary will keep minutes of all meetings of Members and of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. The Secretary shall also be responsible for keeping a list of individuals maintaining Certified Revenue Officer status. If the position of Secretary should become vacant leaving an unexpired term, the Board of Directors would fill the position until a new Secretary is elected by the general membership at the next general or special meeting.
5.07 - TREASURER. The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and current accounts of the Corporation's properties and business transactions, will render reports and accountings to the Directors and to the Members as required by the Board of Directors or Members or by law, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. The Treasurer will maintain an updated list of members. If the position of Treasurer should become vacant leaving an unexpired term, the Board of Directors would fill the position until a new Treasurer is elected by the general membership at the next general or special meeting.
5.08 - REMOVAL FROM OFFICE. Any Officer elected or appointed to office may be removed by the persons authorized under these Bylaws to elect or appoint such Officers whenever in their judgment the best interests of this Corporation will be served. However, such removal will be without prejudice to any contract rights of the Officer so removed.
5.09 - EXPENSES OF OFFICERS. The reasonable expenses of
5.10 QUALIFICATION FOR OFFICER
All officers of AMROA must be a CMRO. (Amended June 20, 2013)
6.01 - WAIVER OF NOTICE. Whenever any notice whatsoever is required to be given under the provisions of the law, the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the item stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of Members, specify the general nature of the business to be transacted.
6.02 - CONSENT IN WRITING. Any action required by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise may be taken at a meeting of either the Members or Board of Directors may be taken without a meeting if a consent in writing, by fax or by email setting forth the action so taken, is approved in writing, by fax or by email by all of the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary of the Corporation.
7.01 COMMITTEES. The President, the Chairman of the Board or the Board as a whole may designate and appoint one or more Committees and delegate to such Committees specific and prescribed duties to assist in the management of this Corporation. However, the creation of such Committees will not operate to relieve the President, the Chairman of the Board or the Board as a whole of any responsibility imposed on the same by law. The reasonable expenses of committee members in fulfilling the duties of the committee shall be approved by the President and be part of the annual/amended Association budget.
7.02 - AUTHORITY OF COMMITTEES. Committees will have and exercise some prescribed authority of the appointing authority in the management of the Corporation. However, no such Committee will have the authority of the Board, the Board Chairman, the President or other committees responsibilities and authorizations reserved solely and specifically for the those entities.
7.03 - PUBLICITY COMMITTEE. A standing Publicity Committee shall be appointed annually by the President within ten days following his installation as President and shall be responsible for publicity, AMROA publications and other related activities.
7.04 - CERTIFICATION PLANNING COMMITTEE. A standing Certification Planning Committee shall be composed of the Directors of the Association with the President serving in an ex officio capacity. The Chairman of the Board shall serve as chairman of this committee. This committee shall be responsible for planning each certification session and the associated agendas. This committee shall also be responsible for recommending changes to the certification program to the general membership for adoption by resolution of the general membership.
7.05 EVENT PLANNING COMMITTEE. A standing Event Planning Committee shall be composed of the officers of the Association and shall be responsible for the planning of the general meetings, conferences and all other workshops or other special events sponsored wholly or in part by AMROA other than certification sessions. The President shall be the chairman of this committee.
7.06 - MEMBERSHIP COMMITTEE. A standing Membership Committee shall be chaired by the Treasurer of the Association and composed of members appointed annually by the President within ten days following his installation as President. The Committee shall be responsible for maintaining a list of members by category and for soliciting new members.
7.07 NOMINATING COMMITTEE. A Nominating Committee shall be appointed by the President each year and shall be chaired by the President-Elect of the Association.
8.01 - FISCAL YEAR. The fiscal year of this corporation shall be July 1 through June 30.
8.02 - AUTHORIZATIONS. Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation will be signed by the Treasurer and countersigned by the President except in the case of checks for less than $50.00 which shall require only one signature.
Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary and countersigned by the President, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution.
- RECORDS. This Corporation will keep correct and complete books and records of account,
and will also keep minutes of the proceedings of its Members, Board of Directors, and
Director Committees. The Corporation will keep at its registered office or principal place
of business a membership register giving the names, addresses, and showing classes and
other details of the membership of each and the original or a copy of its Bylaws including
amendment to date certified by the Secretary of the Corporation.
8.05 - COMPENSATION. This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers, or Directors for services rendered.
8.06 - LOANS. This Corporation will make no loan to any of its Directors or Officers, or to any of its key management or other personnel.
8.07 - TRANSFERABILITY AND RIGHTS.
(1) No member or Incorporator of this Corporation may have any vested right, interest, or privilege of, in or to the assets, functions, affairs, or franchises of the Corporation, or any right, interest, or privilege which may be transferable or inheritable or which will continue if his membership ceases or while he is not in good standing.
(2) Expelled Members shall have no property rights to assets of the Corporation.
(3) On dissolution, assets of the Corporation remaining after the payment or discharge of all liabilities of the Corporation; the return, transfer, or conveyances of assets held on conditions requiring the same; and the transfer or conveyance of assets received and held subject to limitations permitting their use only for charitable, religious, benevolent, educational, or similar purposes.
(4) The Directors of the Corporation may not authorize secured transactions or other dispositions of corporate assets without approval by the Members.
9.01 CERTIFICATION PROGRAM IN GENERAL
A certification training program shall be composed of 120 contact hours of instruction offered over a three-year period. Each year two training sessions of 2 1/2 days each will be offered in the spring and fall. The program will allow participants to begin training during any session.
General program topics will include roles and functions of revenue officers, general principles and policies of revenue administration, legal issues of revenue administration and pertinent management and professional development topics.
9.02 - ADMISSION REQUIREMENTS. Each program applicant must meet the following admission requirements:
1. Be employed by a municipality as a municipal revenue officer, business license inspector, revenue examiner, finance officer, tax auditor, city clerk or municipal official responsible for the administration and/or enforcement of tax laws of a municipal government within the State of Alabama for at least three years. [This three year requirement may be fulfilled concurrently with the educational requirement.]
2. Be a member of the Alabama Municipal Revenue Officers Association, Inc.
3. Submit an approved Certified Municipal Revenue Officer's application with appropriate documentation.
4. Furnish a letter of recommendation from a sponsor, i.e., a fellow revenue officer, a city council member or the mayor.
9.03 - CANDIDACY REQUIREMENTS. To become a candidate for the professional designation of a Certified Municipal Revenue Officer (C.M.R.O.), a participant must successfully complete six educational sessions of the training program and be a Regular member of AMROA for all years of testing. Successful completion of the sessions consists of two components. The attendance component permits participants to miss only one two-hour class for two 2 1/2 day sessions without sacrificing the opportunity to test for the entire session during which the class was not attended. The testing component requires that the candidate pass six tests.
9.04 SCHEDULE. The
2 1/2 day sessions will be held in April and October of each year.
9.04 SCHEDULE. The
2 1/2 day sessions will be held in April and October of each year.
9.06 - CERTIFICATION MAINTENANCE. For an individual to maintain certified status in the Alabama Municipal Revenue Officer's Association Certification Program, the individual must maintain membership in AMROA and must attend a total of twenty (20) hours in either an A.M.R.O.A. sponsored workshop, conference or certification training session during every two-year period with the first two-year period beginning with the date of the final test that was taken to earn certification.
9.07 - INACTIVE CERTIFIED STATUS
If an individual who has achieved certified status is not employed
within the scope of a municipal revenue function for a continuous period of two (2) years
or fails to maintain certification, that individual's certified status becomes inactive.
If an individual who has achieved certified status is not employed within the scope of a municipal revenue function for a continuous period of two (2) years or fails to maintain certification, that individual's certified status becomes inactive.
9.08 - REACTIVATING CERTIFIED STATUS
To reactivate certified status with the A.M.R.O.A., the individual must attend a two and one-half (2 1/2) day session of an Alabama Municipal Revenue Officers Certification Program Training Institute.
9.09 - TRAINING INSTITUTE
The University of
Alabama College of Continuing Studies will conduct the training institute with guidance
from the Certification Planning Committee. The Chairman of the Board of Directors
shall appoint a Regular Member who is a CMRO to monitor each certification session and
submit a report at the Board meeting immediately following the session. Said report
shall include his or her opinion of the effectiveness of the session and any
recommendation(s) for improvement.
9.10 - CERTIFICATION ATTENDEES
Only municipality and county employees are allowed to attend CMRO sessions for continuing education hours.
10.01 - AMENDMENTS TO ARTICLES OF INCORPORATION. The power to alter, amend, or repeal the Articles of Incorporation of this Corporation is vested in the Members. Such action must be taken by a majority vote of the Members present at a meeting of the general membership.
10.02 - AMENDMENTS TO BYLAWS. The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws, insofar as is allowed by law, is vested in the membership. Such alteration, amendment or repeal action may be taken only after approval of the majority of the members present in person at a meeting of the general membership.
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Copyright 2005, Alabama Municipal Revenue Officers Association
Although the authors of this web site have made every reasonable effort to be factually accurate, no responsibility is assumed for editorial or clerical error or error by honest mistake. All information contained on this website is subject to change by the appropriate officials of the Alabama Municipal Revenue Officers Association without prior notice. Material on this web site does not serve as a contract between the Alabama Municipal Revenue Officers Association and any other party.