Article I

Organization

1. Organization name. The Missouri State Rural Development Council organized in 1992 under the National Rural Development Partnership shall be known as the Missouri Rural Development Partners (MRDP).

2. Offices. The Missouri Rural Development Partners (MRDP) shall have office(s) within the state of Missouri, as the Board of Directors may from time to time designate.

3. Mission. The mission of MRDP is to improve the quality of life, enhance the opportunities, and help empower citizens and rural communities of Missouri by bringing together a coalition of public and private entities.

4. Functions. The functions of MRDP shall be as follows:

1. To identify/assess rural Missouri’s developmental needs, develop strategies, and facilitate actions for solution.

2. To identify barriers which impede the solution of problems in rural areas.
   
3. To assist in establishing strategies for interagency cooperation to deal with the problems facing rural areas in a coordinated fashion.
   
4. To maximize the accessibility of resources and programs to rural Missouri.
   
5. To motivate/assist rural communities and citizens to help themselves to stabilize, broaden, diversity, and invigorate their economic bases.

Article II

Membership

1. Voluntary. Membership in MRDP shall be voluntary, and open to all persons interested in furthering the stated functions of the organization. Membership shall include, but not limited to, representatives of each of the five partnership groups: Federal Government, State Government; Local Government; Private Not-For-Profit, and Private For-Profit. In addition, the Board of Directors may establish other classes of membership.

2. Funds. MRDP shall not obligate any funds of the sponsor organization of the partner members.

3. Dues. Participation is not based on payment of dues. Any class of dues established shall be determined by a vote of the Membership at the Annual meeting upon a recommendation by the Board of Directors.

Article III

Board of Directors

1. Powers.

1. All power and authority of MRDP shall be vested in and exercised by or under the authority of the Board of Directors unless otherwise prescribed by statute, Articles of Incorporation, or Bylaws.

2. The Board may from time to time delegate such powers and duties to such employees, agents, attorney, or other persons as it shall deem necessary or desirable.

3. Prior to the general election, the outgoing board shall appoint the working committee chairs for the following year.

4. The Board of Directors shall appoint an executive director and fix the compensation for the position. The executive director shall serve at the pleasure of the board with duties and responsibilities conferred by the board of these Bylaws.

2. Number. The Board of Directors shall consist of:

1. Two representatives elected from each partnership group for staggered terms of two years each;

2. The immediate past Chairperson of the Board of Directors, for a term of one year;

3. The chair (or co-chair) of each working committee for a term of one year; and,

4. The Executive Director of MRDP and agency directors, as deemed necessary by the Board, shall be ex-officio members without voting privileges.

3. Election. Election to the Board of Directors will be held annually at a meeting of MRDP membership.

4. Vacancies.

1. Any Board Member who fails to attend two successive board meetings may be deemed to have submitted a resignation, and the Board of Directors may declare the position vacant.

2. If a vacancy occurs, the remaining board members may elect a successor to hold the position for the unexpired portion of the term vacated.

5. Quorum. A simple majority of the voting members of the Board of Directors shall constitute a quorum of all meetings thereof.

6. Meetings. The Board of Directors shall meet at least four times annually. Special meetings may be held at the request of the Chair or at least four members of the Board. All meetings are open.

7. Voting.

1. Votes by referendum may be taken by the Board of Directors provided the material is sent in the same words to each member. Such votes require approval of the majority of the entire membership of the Board, unless otherwise specified in these Bylaws or required by law. The results of a referendum shall control the action of the council and its board.

2. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the board members present shall decide any matter brought before such meeting, unless otherwise specified in the Bylaws or required by law.

8. Compensation. Members of the Board of Directors shall not receive compensation for their services as such but may be reimbursed for their expenses as per established policies.

9. Liaisons. Each member of the Board of Directors shall enjoy all the same rights and responsibilities, unless specific rights and responsibilities are expressly prohibited by their particular agency or organization. Federal sector representatives who are prohibited by their agencies from voting on the MRDP Board shall be considered liaisons to this Board.

10. Leave of Absence. Current Board members who seek and are granted a leave of absence from the board for a specific period of time shall be considered liaisons to the Board. During the leave of absence, the liaison member does not enjoy voting privileges.

Article IV

Committees

1. Executive Committee.

1. The Board of Directors shall elect an Executive Committee consisting of the following officers: Chair, Vice-Chair, Secretary, and Treasurer. This shall be done within two days of the election of a Board of Directors each year, and shall be elected by the Board from each of the partnership representatives and working committee chairs (or co-chair). Those elected shall have MRDP Board experience. A representative from the State office of USDA Rural Development shall also serve on the Executive Committee.

2. The Executive Committee shall meet at least six times a year, such meetings to be held in-person, via conference call, videoconferencing or any other method by which to further the business of MRDP.

3. At any meeting of the Executive Committee at which all members are present, the vote of at least three Executive Committee members shall decide any matter brought before such meeting, unless otherwise specified in the Bylaws or required by law.

4. The Executive Committee shall have the following powers and authority as exercised based on the adopted work plans and agreements:

a. To approve contracts and agreements.

b. To establish or dissolve working committees.

c. To authorize and approve payments and expenditures.

d. To address other matters as assigned by the Board of Directors.

2. Working Committees.

1. Committees and subcommittees may be established or dissolved by the Board of Directors as shall be deemed appropriate.

2. Each working committee shall nominate a member to chair the respective working committee. This individual shall be presented to the outgoing Board in accordance with Article III Section A.3.

3. Duties

a. It shall be the responsibility of each working committee chair to submit to the Board a summary of each issue proposed for action by MoROC.

b. Each working committee shall meet at least annually or as often as necessary to accomplish the goals of the committee.

c. Committees shall assume such duties as specified in these Bylaws and such other duties as may be assigned by the Board of Directors.

3. Nominating Committee.

1. The Nominating Committee shall consist of the Vice Chair, two members of the Board of Directors, and two active MoROC members who are not members of the Board of Directors. The Vice Chair of the Board of Directors shall serve as the Chair of the Nominating Committee. Each partnership group shall be represented on the nominating committee.

2. Sixty days prior to the election, the nominating committee shall present a slate of five names to the Board of Directors, for approval at a meeting of the full membership.

3. The slate shall consist of one member from each partnership group.

Article V

Membership Meetings

1. Annual Meeting. The place and date of each annual membership meeting shall be approved by the Board of Directors annually.

2. Special Meetings. Meetings shall be called by the Executive Director upon a request of a majority of the Board of Directors. No business other than that specified in the call thereof, or matters incident thereof, shall be transacted at any special meeting.

3. Notices. Notice of all meetings shall be mailed to each member at least one month before the first day of the meeting. The purpose of each special meeting shall be set forth in the notice of such meeting.

4. Quorum. Thirty members, with at least one representative of each of the 5 partnership groups and at least 10 board members, shall constitute a quorum at all membership meetings.

5. Voting. At any meeting of the members at which a quorum is present a majority of the votes cast shall decide any matter brought before such meeting unless otherwise specified in these Bylaws or required by law.

Article VI

Bonding, Signatures and Indemnifications

1. Bonding. The Treasurer, Executive Director, and all personnel and agents responsible for the receipt, custody or disbursement of funds or securities may be required to give bond for the faithful discharge of their duties in such and with such sureties as the Board of Directors may deem.

2. Signatures. All checks, drafts, and other orders of payment of money shall be signed by such agent or agents of the organization and in such manner as shall be determined by resolution by the Board of Directors from time to time.

3. Indemnifications. MRDP shall indemnify each present and future board member and officer of MRDP, and any person who may have served at its request as board member or officer of another organization, against expenses actually and necessary incurred by such board member or officer is made a party by reason of being or having been such a board member or officer; except in relation to matters as to which such board member or officer shall be adjudged in such action, suit, or proceeding to have not acted in good faith in the performance of a duty. Such indemnification shall not be exclusive of any other right to which such board member or officer may be entitled by law, by vote of the Board of Directors, or otherwise.

Article VII

Fiscal Year

The fiscal year of MRDP shall be the Federal fiscal year.

Article VIII

Parliamentary Authority

The rules contained in the most recent revision of Roberts Rules of Order shall govern meetings of MRDP in all cases to which they are applicable and which they are not inconsistent with these Bylaws.

Article IX

Meetings

1. Method. All MRDP meetings may be held in-person, via conference call, videoconferencing, or any other method which facilitates the business of MRDP.

2. Minutes. Minutes of all MRDP meetings shall be prepared and distributed to the appropriate council members with a copy maintained in the MRDP office.

Article X

Amendments

These Bylaws may be amended by two thirds of the Board of Directors voting for the amendment.

Approved at the Annual Membership meeting on December 4, 1997. Amended by Board of Directors on March 2, 1998, March 15, 2000, May 31, 2000 and May 26, 2004.

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Garry Taylor, Chair May 26, 2004