CONSTITUTION AND BY-LAWS – Southeastern Association of Fire Chiefs

	SEAFC Bylaws — 2021
CONSTITUTION
ARTICLE I – GENERAL	The Southeastern Association of Fire Chiefs maintains a constitution and bylaws. Bylaws as contemplated by the South Carolina Nonprofit Corporation Act are made up of both the Southeastern Association of Fire Chiefs’ Constitution and Bylaws. If a description, item, requirement, or prescribed process is present in the Constitution, it is a part of the Bylaws of the Corporation as defined by the South Carolina Nonprofit Corporation Act. Similarly, if a description, item, requirement, or prescribed process is listed in the Bylaws, but not the Constitution, it is also a part of the Bylaws of the Corporation as contemplated by the South Carolina Nonprofit Corporation Act.
SECTION 1 – NAME and TITLE	This Association shall be known as the Southeastern Association of Fire Chiefs, Inc., herein called the Association, a Division of the International Association of Fire Chiefs, Inc., herein called the I.A.F.C.
SECTION 2 – AFFILIATION	This Association shall be a division of the I.A.F.C and shall be bound by theConstitution andBylaws of the I.A.F.C.
SECTION 3 – MISSION	The mission of this organization is to provide leadership to career and volunteer fire service leaders, managers of emergency services organizations, persons interested in saving life, protecting property, mitigating, and responding to all hazards that threaten the wellbeing of our neighbors throughout the southeastern region of the Association through vision, information, services and representation to enhance their professionalism and capabilities.
SECTION 4 – PRINCIPLE OFFICE	The principle office of the Association shall be located at 104 Treetop Court, Dothan, Alabama 36301.
SECTION 5 – REGISTERED OFFICE	The registered office of the Association, as required by the South Carolina Nonprofit Corporation Act, is 111 Westpark Blvd, Columbia, SC 29210 and may be, but need not be, identical with the principal office.
SECTION 6 – OTHER OFFICES	The Association may have principle or other offices at such other places, either within or without, the States of Southeastern Association, as the Board of Directors from time to time may determine, or as the affairs of the Association from time to time may require.
SECTION 7 – BONDING OF OFFICERS	The Executive Director and employees or officers authorized to receive and administer funds by the Board of Directors, shall be bonded by the Association in an amount approved by the Board of Directors.
SECTION 8 – FEDERAL TAX STATUS	The Association shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation {1} exempt from federal taxation under section 501{C} {6} of the Internal Revenue Code of 1954 as amended, and {2} to which contributions are deductible under section 170 {C} {2} of the Internal Revenue Code of 1954 as amended.
SECTION 9 – PURPOSE AND OBJECTIVES	The Association’s objectives will be to discuss and promote methods that offer efficiency and safety, inform members, legislators, and the community about the need for and effects of legislation bearing upon the purposes of the Association, conduct and interpret research, develop surveys, cooperate with governmental, private, and not for profit organizations, and to develop, support, and participate in educational opportunities.
SECTION 10 – COMPOSITION OF DIVISION	This Association shall consist of members residing in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia, the Commonwealth of Puerto Rico, and the U.S. Virgin Islands.
SECTION 11 – POWER TO VOTE	Every Regular Member in good standing and each Life Member shall be entitled to vote. The right to vote may not be delegated to any person.
SECTION 12 – DISSOLUTION OF ASSOCIATION	In the event of the dissolution of this Association, all assets of the Association shall be proportionately distributed to the Fire Chiefs Associations of each state in the Southeastern Division based on the number (percentage) of members in each state. Tangible assets shall be liquidated in accordance with statutory requirements of the state in which the Association is incorporated.
ARTICLE II – MEMBERSHIP
SECTION 1 – MEMBERSHIP	The Association shall consist of regular members of the I.A.F.C residing in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, Puerto Rico, South Carolina, Tennessee, U.S. Virgin Islands, Virginia, and West Virginia as defined in Article II, Section 2, of the Constitution of the I.A.F.C.
SECTION 2 – MEMBERSHIP AND MEMBERSHIP PRIVILEGES	The membership of the Association shall consist of: Regular Members – Regular members shall include: 1. The Chief of the Department and all Chief Officers, as designated by the Chief, of regularly organized public, private, governmental, or industrial fire departments. 2. Department, City, County, State, Provincial and Territorial Fire Marshals and their immediate subordinates as designated by the Fire Marshal. 3. All regular members in retirement. Regular members, who maintain current dues-paying status shall be entitled to hold elective office, serve on the Board of Directors, and vote on all matters requiring a vote of the general membership unless otherwise prohibited herein. B. Members Other than Regular Members: 1. Past President Life Membership Life membership shall be conferred upon all Past Presidents of the Association with all the privileges of regular membership, per the provisions of B.3. b) Past President Life members are not required to pay dues. 2. Departmental Members a) Departmental members shall include any Fire/EMS departments serving populations of 10,000 or less. b) Departmental members shall be entitled to the same privileges as a regular member except for service in elected position. c) Dues for departmental members shall be the same as for regular members. d) Departmental members shall be entitled to vote on all matters requiring a vote but are entitled to only one vote. 3. Life Members Life members shall include: Current members who joined prior to August 28, 2003 (8 or more consecutive years as a regular member) will be eligible for life membership when they have reached ten consecutive years as a regular member and have fully retired from the fire service. . Life members of the IAFC are not required to pay dues but may be charged for association services. Life membership shall not be conferred or continued for individuals who are eligible to be a regular member of the Association through their employment or involvement with the fire service. Life members shall upon request be entitled to vote on all matters requiring a vote but are not eligible to hold elective office or serve on the Board of Directors. 4. Associate Members Associate members shall be persons interested in the goals and objectives of the Association who are not eligible for regular membership. Associate members shall have all the benefits of regular membership, except they are not eligible to hold elective office, serve on the Board of Directors or have voting privileges. 5. Affiliate Members Affiliate members shall be persons interested in the affairs of the I.A.F.C and the fire service who are not eligible for regular membership. Affiliate members shall be entitled to participate in the Association, except they are not eligible to hold elective office, service on the Board of Director or have voting privileges. 6. Honorary Life Members Honorary life membership may be conferred upon any person who has rendered conspicuous service to the Association, its aims, and purposes, provided that such membership shall be unanimously recommended by the executive committee and approved by the Board of Directors. Honorary life members shall be entitled to participate fully in the affairs of the Association except they are not eligible to hold elective office, serve on the Board of Directors or have voting privileges. Honorary life members shall not pay annual dues. Unless otherwise specified herein, dues and membership services for members other than Regular members shall be established by the Association Board of Directors.
SECTION 3 – MEMBER BENEFITS	The Association may issue certificates, cards, or other indicia of membership that the Board of Directors may determine to be appropriate, and the members shall be entitled to such other benefits and rights as are provided in these Bylaws, or as may be determined by the Board of Directors.
SECTION 4 – TRANSFER OF MEMBERSHIP	Memberships are not transferable, and no member shall have any property right in the Association, the property owned thereby, or in any membership therein.
SECTION 5 – SUSPENSION OR TERMINATION OF MEMBERSHIP RIGHTS	The member may be suspended or terminated, after notice and opportunity, in any manner which is fair and reasonable and carried out in good faith, and for causes which the Board of Directors shall deem appropriate, including without limitation, the failure to pay the required membership fees dues and fees or the failure to comply with the requirements of the Association’s Constitution & Bylaws. A terminated member shall have no recourse or claim of any kind or manner against the Association, or any officer, member, agent, or other representative of the Association. Membership rights also shall terminate upon the resignation or death of a member.
SECTION 6 – CORPORATE SPONSORSHIP	Corporate sponsorship status shall be available to persons and/or businesses engaged in the manufacture or sale of emergency apparatus, supplies or service and/or persons or businesses otherwise interested in the field of fire or emergency services, upon payment of an annual fee which shall be determined by the Board of Directors.
SECTION 7 – VOTING IN COMMITTEE	All members, including Associate Members, Life Members, Affiliate and Honorary Members, shall be considered full voting members of any committees or task forces on which they serve.
SECTION 8 – NEW MEMBER VOTING PRIVILEGES	Voting privileges shall accrue to voting members only upon enrollment of membership on the Association’s official membership record, but in no circumstance less than fifteen {15} days after receipt of initial membership dues.
SECTION 9 – SECTIONS	Subject to the approval of the Association Board of Directors, a group of members having specialized fire service-related interests may, upon attaining not less than 60% regular and/or associate members, form a Section of the Association. Activities of Sections shall be under the jurisdiction of the Association. The Board of Directors shall prescribe the procedures and practices of Sections. Protocols, Constitutions and/or Bylaws for Sections shall be submitted to the Association board of directors at least sixty{60} days prior to an annual meeting. TheBoard of Directors shall review protocols for Sections and forward them, together with its recommendations, to the membership at its annual membership meeting for their final action.
ARTICLE III – ELECTED OFFICERS
SECTION 1 – OFFICERS	The officers of the Association shall consist of a President, First Vice President, Second Vice President, Secretary/Treasurer, International Director, and Past President. The President, First Vice President, Second Vice President, and Past President, each shall have a term of office for one {1} year or until the next annual conference when their successors shall take office and they may not succeed themselves. A position of Executive Director shall be created and maintained; if the position of Executive Director is filled, the office of Secretary Treasurer shall be vacated and remain vacant for the duration of the tenure of the Executive Director. If the position of Executive Director is vacant, a Secretary/ Treasurer shall be appointed by the Board of Directors until the next election cycle or until an Executive Director is appointed, whichever occurs first, and, as long as the position of Executive Director remains vacant. At the next election cycle the Secretary/Treasurer position shall be filled by election of the membership. The International Director shall serve a two {2} year term and may succeed himself/herself. Once elected to the position of Second Vice President the elected VP shall not have to run for office of any of the chairs. He/she shall move to the next position without an election until he/she reaches the position of Past President.
Section 2 – OFFICER ELIGIBILITY	Any member of the Association seeking election to any of the offices specified in Article III, Section 1 shall: Be a regular member in good standing of both the Association and the I.A.F.C at the time of filing and upon installation. If a member vacates his/her position through retirement or otherwise while holding an elected office, the member may continue to hold said office until completion of the term. c) Questions of eligibility shall be resolved by the Elections Committee.
SECTION 3 – BOARD OF DIRECTORS	There shall be a Board of Directors which shall consist of a President, First Vice President, Second Vice President, Past President, Secretary/Treasurer, International Director and one {1} State Director from each of the States/Territories represented by the Association. Exception: Per the Constitution & Bylaws, if the position of Executive Director is filled, the office of Secretary Treasurer shall remain vacant. Where Executive Director and/or Secretary Treasurer are mentioned in the Constitution & Bylaws they should be considered the same position depending on which position is filled.
SECTION 4 – TERM	The Second Vice President shall be elected by ballot for a term of one {1} year, at the end of that term he/she shall move to the next chair until he/she reaches the Past President’s position. The International Director shall be elected by ballot for a term of two {2} years. All Officers shall have their legal residence within this Division.
SECTION 5 – STATE/TERRITORIAL DIRECTORS	There shall be one {1} Director from each State/Territory referred to in Article II Section 1. Each State Fire Chiefs Association shall select a State Director as provided by the Association’s constitution & bylaws. The President of the State Chiefs Association shall forward the nomination of the individual who they have selected to represent them in writing to the SEAFC Executive Director who shall verify eligibility of the nominee. Once the verification is made the Executive Director shall notify the SEAFC Board of Directors of the States selection. At the annual Conference, the individual shall be presented to the membership by the President of the SEAFC as the new Board representative for said state and shall take office upon being sworn in. The State Directors of the following States shall be elected in the odd number years: South Carolina, Tennessee, Virginia, West Virginia, North Carolina, and Commonwealth of Puerto Rico. e, and the following States in the even number years: Alabama, Florida, Georgia, Kentucky, Mississippi, and, and U.S. Virgin Islands. Each State/Territorial director shall serve a two {2} year term with the ability to succeed himself/herself. A state/territorial director who vacates his/her fire department office through retirement or otherwise while holding the position may continue to hold the position until the end of his/her term.
SECTION 6 – EXECUTIVE COMMITTEE	There shall be an Executive Committee, which shall consist of the President, First Vice President, Second Vice President, International Director, Immediate Past President and Secretary / Treasurer.
SECTION 7 – VACANCIES AND RESIGNATIONS	In the event of a vacancy occurring in the office of the President or his successors, the next officer in line shall immediately be directed by the board of directors in writing or informal session to assume all duties and authorities of the vacant office and an acting Second Vice President shall then be named by the President and, upon approval of the Board of Directors, shall serve until the next annual election. In the event of a vacancy occurring in the office of the Executive Director, an acting Secretary /Treasurer shall immediately be appointed by the President and, upon approval of the Board of Directors, shall serve until a new Executive Director is hired or the next annual election is held to elect a Secretary/ Treasurer. In the event of a vacancy occurring in the office of the International Director, an acting International Director shall immediately be appointed by the President and, upon approval of the Board of Directors, shall serve until the next annual election. In the event a State/Territorial Director shall resign, retire, die or otherwise be incapable of serving, the State/Territory so represented shall fill such vacancy in accordance with its procedures, but no later than their next annual meeting.
SECTION 8 – ASSOCIATION EXPENSE	No officer or member of the association shall incur any expense in the name of the Association without approval of the Board of Directors other than those specifically authorized by Board policies and procedures.
SECTION 9 – REMOVAL FROM OFFICE	If an officer or director is convicted of a felony while holding office, that officer shall be deemed to have forfeited his/her office and shall be removed from that office. In the event an officer becomes impaired physically or mentally to such an extent that the office holder is unable to discharge the powers and duties of said office, that officer shall be removed from office if both of the following actions are taken: Two thirds of the Executive Committee vote in favor to recommend removal from office to the Board of Directors. A minimum 75% of the Board of Directors present at a meeting, called with proper notice, and that declares an agenda item is specific to consideration of removing an officer, vote in favor to remove the officer, thereby creating a vacancy in that office.
ARTICLE IV – DUTIES OF THE OFFICERS
SECTION I – DUTIES OF THE ELECTED OFFICERS	The duties of the elected officers are as follows: THE PRESIDENT SHALL: Be official representative and spokesperson for the Association. B. Serve as chair of the Executive Committee. C. Preside at meetings of the Association, meetings of the Board of Directors, and at the annual membership meeting and shall conduct Association business in accordance with its Constitution & Bylaws. D. Approve the agenda for Association Board of Directors meetings. E. Ensure that all committees, work groups or task forces operate according to the Constitution & Bylaws and Association policies. Name committees, work groups, or task forces and appoint their chairs for the term of office to accomplish the goals and objectives of the Association. Act as ex-officio with the power to vote as a member of all committees. The President shall receive for review all committee applications as soon as possible following the Annual Leadership Conference and shall appoint permanent committee withing 30 days. Additional committees may be appointed as needed by the President at any time throughout the year. G. Assure that each committee shall not have less than one member of the Board of Directors appointed either as a committee member or as a board liaison. H. Call a special meeting of the Board of Directors when so requested by a majority of the Board of Directors or whenever the President determines necessary as is detailed in Article V Section 3, except when the President or First Vice President determines that an unusual emergency exists. I. Communicate with State Association Presidents and encourage open dialog on issues of mutual interest to the SEAFC and State Associations. J. Facilitate the process for strategic and business plan reviews and revisions. K. Provide support and direction to the Board and Executive Director. L. Execute documents and contracts as directed by the Board of Directors on behalf of the Association. M. Perform all other duties and/or responsibilities required by this office as established by the Bylaws and/or the Board of Directors. THE FIRST VICE PRESIDENT SHALL: A. In the absence or inability of the president to perform all the duties of the office shall assume the duties of the President. Assist the President in conducting the business and polices of the Association. Assist in the facilitation of strategic and business plan reviews and revisions. Provide support and direction to the Executive Director. Perform such other duties as are prescribed by the Board of Directors. Serve as Chair of the Finance Committee. THE Second Vice-President SHALL: In the absence or inability of the President and First Vice President to perform all the duties of their office, the Second Vice-President shall assume the duties of the President and/or First Vice President. Assist the President and First Vice President in every way possible to fulfill their President’s duties. Provide support and direction to the Executive Director. Perform such other duties as prescribed by the Board of Directors. Serve as Chair of the Awards Committee. Serve as Chair of the Constitution and Bylaws Committee. In addition to all other duties required by the President, the First and Second Vice Presidents shall perform such other duties as may be required of them by majority vote of the Association in conference assembled or by policy direction of the Board of Directors. The office of secretary /treasurer is filled only when the executive director position is vacant. The secretary/ treasurer shall: Attend all meetings of the Association and Board of Directors and keep full minutes of the proceedings and actions. Supervise the use of all the assets of the Association with the advice and approval of the Executive Committee. Determine that all monies of the Association are deposited in proper accounts and, where applicable, draw the highest rate of return consistent with the greatest safety for the Association funds. Determine that all funds collected and disbursed are collected, recorded, and disbursed according to accepted accounting principles and in accordance with the Bylaws of the Association and policies adopted by the Board of Directors. Report to the annual conference on the financial condition of the Association, including a summary of all revenues and disbursements. Consult with the Executive Committee during budget preparation prior to consideration by the Board of Directors. Report data on membership and dues from the Association according to I.A.F.C guidelines. Prepare and distribute a complete report at the annual membership meeting and other meetings as directed to the Board of Directors and others as required by the Board. Employ assistance as deemed necessary to discharge duties of the office and business of the association upon consent of the Board of Directors. Provide the Board of Directors with periodic written statement of revenue and expense, current financial status and balance sheets of the Association. Sign checks and papers on behalf of the Association. Coordinate and execute the annual conference with the help of the host department, Conference Committee, and Board of Directors’ liaison. Acts a s an ex-officio member of all committees with the power to vote. The primary responsibility of the international director of the Association is to establish and maintain a solid liaison between the Association and the I.A.F.C. The international director shall: Attend all I.A.F.C Board of Directors meetings. Attend all Association Board of Directors meetings. Report proceedings of all I.A.F.C business meetings and activities to the Association Board of Directors. Review I.A.F.C committee appointments and provide recommendations to the Association Board of Directors. Provide a summary written report to the Association’s general membership at the annual membership meeting. Actively engage in issues of importance to the Association and the fire and emergency services that occur on a national and international level.
SECTION 2 – DUTIES OF THE BOARD OF DIRECTORS	The board of directors shall: Hire an Executive Director who shall be subject to removal from office, at any time, by a majority vote of the board. Have general charge of the affairs of the Association. The Board is conferred the authority to establish policies and procedures for the purpose of ensuring effective governance and proper business operations, including but not limited to policies regarding service as Director, operation of the Board and operation of the organization. Review the work of the association at the Board of Directors meetings and develop Association policy for operations. Create and maintain a bi-annual strategic plan to provide for continuity and the general direction of the Association. Approve, adopt, change, or amend all budgets as recommended by the Executive Director and the Executive Committee. Cause to be made an audit of all books and present such audit to the Board of Directors at its next meeting. Establish the date and place of the annual conference of the Association and cause to have the dates and place of the annual conference published on the official website of the association at least ninety (90) days prior to the opening date of the conference. Establish the registration fee for the annual conference. Hold special meetings called by the President upon request of a majority of the members of the Board of Directors as indicated in Article V Section 3. Act as a liaison between the Association and represented States/Territories on issues of mutual interest and/or concern to fire and emergency services. Provide reports and information on behalf of the represented states/territories pertinent to the Association at the annual membership meeting.
SECTION 3 – DUTIES OF THE EXECUTIVE COMMITTEE	The Executive Committee shall: Review the annual budget as proposed by the Executive Director and make recommendation to the Board of Directors for its approval, disapproval, or change. Study and evaluate the finances of the association with the purpose of formulating plans for increasing revenues, and budgeting control of present and future finances, advising and counseling with the Executive Director, approving the investment of Association funds, presenting such plans and any other recommendations to the Board of Directors for consideration and approval. Carry out other duties assigned by the Board of Directors.
SECTION 4 – DUTIES OF THE EXECUTIVE DIRECTOR	The Executive Director shall: Be responsible for the supervision, management and maintenance of the Association business office and staff and conduct and administer all business of the Association subject to the policies and direction established by the Board of Directors. Submit a monthly report to each member of the Board of Directors covering the activities of the Association business office, including a statement of revenues and disbursements compared with the approved budget. Prepare an annual budget. Keep complete and true records of the meetings of the Board of Directors, Executive Committee, and appointed committees. Submit a report of the actions taken at meetings of the Board and Executive Committees to all members of the Board of Directors not later than thirty (30) days after said meeting. Maintain a policy manual for guidance of all officers and committees. F. Report at the annual conference on the activities of the Association. Support, administer and maintain the policies established by the Board of Directors and represent the Association and speak in its name according to the policies established by the Board of Directors. Expend or authorize the expenditure of any funds for the normal operation of the association as provided for in the budget. Supervise the collection and disbursement of all funds in accordance with the Bylaws of the Association and the policies established by the Board of Directors. Deposit all monies of the Association in an insured and guaranteed chartered bank, trust company or building and loan association which are insured by the Federal Deposit Insurance Corporation or purchase other United States securities, obligations, notes, bills, bonds, or other insured evidence of indebtedness. Be responsible for the custody of all assets of the Association with the advice of the Board of Directors. Prepare a financial report, including a detail of revenues and disbursements and make a presentation at the annual conference. Conduct a regular financial review or audit as directed by the Board of Directors. Coordinate and execute the annual conference with the help of the host department, conference committee, and Board of Directors’ liaison. Carry out other duties as required or described in the Position Description of the Executive Director.
SECTION 5 – CHAPLAIN	The President may appoint a Chaplain with the approval of the Board of Directors. If a Chaplain is appointed, the Board may authorize the payment of expenses that are equal to that which are covered for other members of the Board.
SECTION 6 – RECORDS	All officers shall deliver all records of their office to their successors.
SECTION 7 – PECUNIARY GAIN	No part of the income of the Association shall be advantageous to the benefit of any Director or Officer of the Association or to any private individual. Reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes. No Director or Officer of the Association or any private individual shall be entitled to share in the distribution of any of the Association assets upon dissolution of the Association.
ARTICLE V – BOARD OF DIRECTORS / EXECUTIVE COMMITTEE MEETINGS
SECTION 1 – ANNUAL CONFERENCE	A. There shall be an annual conference of the Association at a location approved by the Board of Directors. B. If the conference is not held, all actions described herein that are carried out at the conference shall be carried out at a special meeting of the Association’s Board of Directors, announced to all members and open to attendance by all members, as soon as possible after the originally scheduled conference. C. The annual conference shall include a business meeting. A quorum for the transaction of business at an annual or special meeting of the Association shall be a majority of members present at the annual conference who are qualified to vote.
SECTION 2 – SPECIAL MEETINGS OF MEMBERS	Special meetings of the members may be called at any time by (a) the Board of Directors of the Association or (b) the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed in such request to be considered at the meeting, and in which case shall be noticed by the Secretary of the Association and the meeting shall be held within thirty (30) days of receipt of a written request signed, dated, and received by the Secretary. The signatures on a petition requesting a special meeting shall be valid for a period of ninety (90) days after the date of first signature. The member written request for a special meeting shall: (1) specify the purposes for which the meeting is to be held; (2) the purposes listed must be items upon which the members have the right to vote; and (3) be delivered to the Secretary in writing.
SECTION 3 – NOTICE OF MEETINGS	Notice of meetings of members shall be given by the President, Executive Director, or other person calling the meeting by any means that is fair and reasonable, and for this purpose, written or printed notice stating the time, place, and date of the meeting shall be delivered (a) not less than ten (10) nor more than sixty (60) days before the date thereof, or (b) not less than thirty (30) nor more than sixty (60) days before the date thereof, if such notice is mailed by other than first class, registered, or certified mail, to each member entitled to vote at such meeting, unless Chapter 31 – SOUTH CAROLINA NONPROFIT CORPORATION ACT or the Association’s Articles of Incorporation require that such notice be given to all members with respect to such meeting. For this purpose, notice may be delivered in person; by electronic mail, or other form of wire or wireless communication, or by facsimile transmission; or by mail or private carrier, to each member entitled to vote at such meeting, unless the Chapter 31 – SOUTH CAROLINA NONPROFIT CORPORATION ACT or the Association’s Articles of Incorporation require that such notice be given otherwise. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, correctly addressed to the member at member’s address as it appears on the current record of members of the Association, with postage thereon prepaid. For this purpose, the member’s address shall be the mailing address designated in writing by the member to the Secretary of the Association. If sent electronically, such notice shall be deemed effective when sent to the recipient, correctly addressed to the member at the member’s email address as it appears on the current record of the members of the Association, without the sender receiving a failed email delivery return notice. Notwithstanding the foregoing, if the notice provided for above clearly would not be fair and reasonable under the circumstances then existing, then notice appropriate for the circumstances shall be given; PROVIDED, HOWEVER, THAT notice for a meeting where any of the following matters are to be approved shall in all events be given as provided in the first paragraph of this Section: (i) director conflict of interest or indemnification, (ii) amendment to the Association’s Articles of Incorporation or Bylaws, (iii) plan of merger or dissolution, or (iv) a sale of assets other than in the regular course of the Association’s activities. In the case of an annual, substitute annual, or special meeting, the notice of meeting shall specifically state the business to be transacted thereat or include a copy or summary of any proposed action. In the case of a special meeting, the notice of meeting specifically shall state the purpose or purposes for which the meeting is called, and only those matters which are stated in the notice may be acted upon at a special meeting of members. Also, notice of an annual, substitute annual, or special meeting of members shall give notice of any matter a member intends to raise at the meeting if the Association receives a written request of any matter the members intend to raise by members entitled to call a special meeting pursuant to Section 2 (“Special Meetings”) of this Article, and such written request is received by the Secretary of the Association at least ten (10) days before the Association gives notice of such meeting.
SECTION 4 – WAIVER OF NOTICE	A member may waive any notice of any meeting before or after the meeting. The waiver must be in writing, signed by the member, and delivered to the Association for inclusion in the minutes or filing with the Association records. A member’s attendance in person at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business thereat, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter before it is voted upon.
SECTION 5 – RECORD DATE/MEMBERSHIP LISTS	The record date for determining which persons are members and therefore entitled to vote shall be the close of business on the business day preceding the day on which notice of a member meeting is given; provided, however, that the record date shall be no earlier than sixty (60) days prior to the member meeting. The Board of Directors is not permitted to set a record date retroactively. The membership list shall be current as of the record date. Before each meeting of members, the Association shall prepare an alphabetical list of the members entitled to notice of the meeting and entitled to vote at the meeting, showing each such member’s address. The list shall be kept on file at the principal office of the Association for the period beginning two (2) business days after notice of the meeting is given and continuing through the meeting, and shall be available for inspection by any member, personally , at any time prior to the meeting for the purpose of communication with other members concerning the meeting and at any time during the meeting or any adjournment thereof. A determination of members entitled to notice of, or to vote at, a member meeting is effective for any adjournment of meeting unless the Board of Directors fixes a new date for determining the right to notice or the right to vote, which the Board of Directors shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
SECTION 6 – PROXIES	Members shall not be permitted to vote by proxy. Members must be physically present at a properly called membership meeting to vote.
SECTION 7 – VOTING	Members shall be entitled to vote on all matters herein and under all matters pertaining to or required by Chapter 31 – South Carolina Nonprofit Corporation Act. Each voting member shall be entitled to one (1) vote on each matter submitted to a vote at the annual meeting, all voting rights to be subject to the provisions of these Constitution & Bylaws. Except as otherwise provided in these Constitution & Bylaws, the majority of votes entitled to be cast by the members present shall be the act of the members on that matter. Altering, amending, repealing, or revising of the Constitution & Bylaws, shall be by voice vote or show of hands unless, prior to the voting on any matter, a demand for a ballot vote in such matter is made by any member present.
SECTION 8 – BOARD OF DIRECTORS MEETING	There shall be a Board of Directors meeting to approve, adopt, change, or amend all budgets as recommended by the Executive Director and the Executive Committee. Once the business meeting is called to order, the quorum for transaction of business shall be a number equivalent to a simple majority of the Board of Directors.
SECTION 9 – REIMBURSEMENT	Reimbursement of expenses for all authorized meetings shall be determined by the Board of Directors.
SECTION 10 – PARLIAMENTARY ORDER	The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall provide guidance for the Association in all cases in which they are applicable and in which they are not inconsistent with this Constitution and Bylaws and any special rules of order that the Association may adopt.
SECTION 11 – QUORUM	A simple majority shall constitute a quorum for the transaction of business at all meetings of the Board of Directors or the Executive Committee.
ARTICLE VI – DUES
SECTION I – DUES	Dues for membership are addressed in the Bylaws, Section I.
ARTICLE VII – ELIGIBLITY
SECTION I – ELIGIBILITY	Every person eligible and desiring to become a member of this Association shall make application to the I.A.F.C. and, at the same time, pay the prescribed membership fee.
ARTICLE VIII – AMENDMENTS	In accordance with the I.A.F.C Constitution and Bylaws, all proposed changes to these Bylaws must go through the approval process as defined by the IAFC’s Constitution, Bylaws, and Resolutions Committee prior to being placed on the Association’s ballot or brought before the Association’s Membership for a vote.
SECTION 1 – AMENDMENTS	The Association shall have full power to alter, amend or revise the Constitution and Bylaws. Members requesting such alteration or revision shall submit their proposal in writing to the Executive Director of the Association by February 1 in a form prescribed by the Constitution/ Bylaws/Policy Committee. To be considered by the full membership any proposed changes must have the approval of the Board of Directors or the Constitution and Bylaws Committee or a petition signed by fifty regular members of the Association. The Elections Committee shall establish and approve safeguards required to maintain the integrity of the balloting process prior to initiation of any balloting. B. The Executive Director shall see that notice of the proposed changes shall be provided to the membership of the Association at least thirty {30} days prior to the date set for the opening of the annual conference.
SECTION 2 – CONFERENCE AMENDMENTS	Nothing contained in the preceding section shall prevent the Association in conference regularly assembled from altering or revising any part of the Constitution and Bylaws upon a majority vote of the members entitled to vote who are present and voting, provided however that notice of any such action shall be given in writing in a form prescribed by the Constitution and Bylaws Committee and printed copies made available to all eligible voters present when such proposed alteration, amendment or revision shall be read in open conference with action at the final business session. Amendments not presented at the first session shall be referred to the Constitution and Bylaws Committee for its consideration and recommendation.
SECTION 3 – AUTHORITY	The Board of Directors may, by a majority vote of its members, adopt any program of procedure or authorize any administrative action in the best interest of the SEAFC and its membership.
SECTION 4 – EFFECTIVE DATES OF AMENDMENTS	All amendments, alterations or revisions shall take effect immediately upon the adjournment of the annual conference unless otherwise provided.
	AMENDED: Miami, Florida – June 23-27, 1990. Article IX, Section III; Article IV, Section I, P; Article IV, Section VI, E, Section VII, B, C, D. AMENDED: Mobile, Alabama, June 29-July 1, 1992 Article I, Section III Article VI, Section VI, Section VII AMENDED: Nashville Tennessee, June 23, 1997 AMENDED: Birmingham, Alabama, June 24, 1998 Article II, Section 1 Article II, Section 2 Article II, Section IV AMENDED: Dothan, Alabama, June 17, 1999 Article IV, Sections V, VI and VII AMENDED: Augusta, Georgia, June 1, 2000 Article II, Sections 1, 2, 3 Article III, Section I Article IV, Section I, V Article V, Section III AMENDED: Nashville, TN, July 9, 2001 Article VII, Section 1 AMENDED: Mobile, AL, July 1, 2006 Article I, Sections II, IV Article III, Section I Article IV, Section V Article VI. Section II Article IX, Sections II, III AMENDED: Louisville, Kentucky, June 26, 2010 AMENDED: Montgomery, Alabama, June 16, 2011 Article II, Section 2 Article III, Section 5 AMENDED : Hampton, Virginia, June 14, 2012 Article II, Section 1 Section 2, B-1 Section 2, B-3A (as required by I.A.F.C) Section 2, B-4 Article III, Section 5 Article IV, Section 1-F AMENDED : Conference Call, Sept. 3, 2013 Article IV, Section 1FAMENDMENTS PENDING ADOPTION : Charleston, South Carolina, June, 2017 Article I, Section 5 Section 9 Article III, Section 8 Section 9 Article IV, Section 1-F Section 4-O Amended Biloxi Mississippi: June 23, 2021 Article I Article II Article III Article IV Article V Article VIII _________________________________ Joe Boney President __________________________________ Cecil V. “Buddy” Martinette Jr. Constitution & Bylaws Chair __________________________________ Larry Williams Executive Director
BYLAWS
SECTION I – GENERAL
Subsection 1 – Dues	Annual dues, as determined by the Association Board of Directors and approved by the I.A.F.C, shall be due and payable on the member’s I.A.F.C anniversary date of each year. The amount for SEAFC dues requirements may be amended annually by the membership at the annual membership meeting and become effective the following January 1^st.
Subsection 2 – In Arrears	No members in arrears for dues or assessments shall be eligible to vote. Any member in arrears ninety {90} calendar days after the member’s renewal date shall be removed from the membership roll and from the mailing list by the Executive Director.
Subsection 3 – Retired Regular Members	All regular members in good standing may, after retirement from active duty, continue to be regular members by a continuance of the payment of the annual dues and assessments.
Subsection 4 – Applications	Application for regular, associate, affiliate, departmental, life and corporate membership shall be made to the I.A.F.C on forms provided by the I.A.F.C.
Subsection 5 – Loans, Checks, And Deposits	Contracts: Consistent with the purpose of the Association as contained in the Association’s Articles of Incorporation, the Board of Directors may authorize any officer or officers or any agent or agents, to enter any contract or to execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. The Board of Directors may enter employment contracts on such terms and conditions as the Board of Directors deems necessary or desirable. Loans: No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or specific in nature and scope. Notwithstanding the foregoing, no loan, guaranty, or other form of security shall be made or provided by the Association to or for the benefit of any of its directors, officers, employees, or members. Checks and Drafts: All checks, drafts, or other orders for the payment of money issued in the name of the Association shall be signed by such officer or officers or such agent or agents of the Association and in such manner as from time to time shall be determined by resolution of the Board of Directors. Deposits: All funds of the Association not otherwise employed from time to time shall be deposited to the credit of the Association in such depositories as the Board of Directors shall direct.
Subsection 6 – Approval Of Expenditures	No officer or member of the Association shall incur any expenses in the name of the Association without the approval of the Board of Directors except that, in case of emergency, the President is empowered to authorize the expenditure of sufficient funds with the approval of the majority of the Executive Committee to meet the emergency.
Subsection 7 – Fiscal Year	The fiscal year of the Association shall extend from the first day of July through the thirtieth day of June.
Subsection 8 – Adopting Amendments To Bylaws	Amendment to these Bylaws or rules of order shall be made and implemented in accordance with Article VIII of the Constitution.
Subsection 9 – Effective Date Of Amendments; Priority	All amendments, alterations or revisions of any part of these Bylaws or rules of order shall take effect at the adjournment of the annual conference unless otherwise provided. In the event of conflict between the Constitution and Bylaws and an amendment thereto, the language of that amendment shall prevail and any provisions of the Constitution and Bylaws inconsistent therewith shall be considered effectively amended.
Subsection 10 – Technical Amendments	The Constitution and Bylaws Committee may propose, and the Board of Directors approves technical, grammatical, non-substantive changes thereto, provided that such changes shall be published in a manner that provides for member review prior to the annual conference.
Subsection 11 – Resolutions	The association may adopt resolutions. Resolutions shall be submitted to the Resolutions Committee in a manner consistent with the Bylaws and the SEAFC Resolutions Policy. Adoption of resolutions shall be at the annual conference by a majority vote of members properly assembled. Adopted resolutions shall be valid for a period not to exceed three years after the date of presentation at the annual meeting. A copy of each resolution shall be retained for historical purposes.
Subsection 12 – Conference Host	The host city or fire department inviting the Association to hold the annual conference of the Association shall follow the Association’s adopted policies concerning host requirements.
Subsection 13 – Travel Expenses	Traveling expenses for all persons authorized or requested by the President or Executive Committee for the transaction of Association business shall be paid by the Association and shall include only those expenses authorized in accordance with the Association Travel Policy.
BYLAWS SECTION II – COMMITTEES
Subsection 1 – Permanent Committees	In addition to the Executive Committee, as provided for in the Constitution, the following permanent committees are established, whose members shall be appointed from the membership by the President with the approval of the Board of Directors. All committee appointments shall become effective upon appointment and approval and be for a term of one (1) year. Committee vacancies shall be immediately filled by the President. Committee members may be re-appointed to additional terms. Constitution/Bylaws/Policy Committee Elections Committee C. Audit and Finance Committee
Subsection 2 – Constitution/ Bylaws / Policy	The Constitution /Bylaws and Policy Committee functions: The Constitution/Bylaws/Policy Committee shall consist of three {3} committee members appointed by the Association President with the approval of the Board of Directors. B. The Committee shall meet at least annually to initiate and/or review proposed changes to the Association Constitution and Bylaws that have been submitted in a form prescribed by the Constitution/Bylaws/Policy Committee, and report on the changes to the Board of Directors. The committee shall report any proposed changes to the membership.
Subsection 3 – Elections Committee	The Elections Committee shall consist of three {3} committee members appointed by the Association President with the approval of the Board of Directors. The committee shall administer the election process set forth in Section III of the Bylaws, and shall administer all on-site conference elections and conduct all balloting in accordance with the SEAFC Balloting Process Policy.
Subsection 4 – Audit And Finance Committee	The Audit Committee functions: PURPOSE: The Audit and Finance Committee of the Southeastern Association of Fire Chiefs is here-by established to ensure the finances of the Association are protected from un-authorized use, abuse, fraud, or other actions that are not in the best interest of the Association and the membership. METHODS: The Audit and Finance Committee shall be authorized to inspect the financial records of the Association at any time with reasonable notice to the Executive Director. All financial records of the Association shall be available for review and inspection by the Audit and Finance Committee. The Executive Director, President and/or the Secretary/Treasurer shall cooperate with the Audit and Finance committee’s reasonable request to examine the financial records. The Audit and Finance Committee shall be authorized to solicit information, both written and verbal, from the Executive Director, Executive Board Members, Members, Vendors or Financial Institutions concerning the financial records and expenditures of the Association with reasonable notice. The Audit and Finance Committee shall at a minimum, annually inspect the financial records of the Association and issue a written report of the committee’s findings to the Executive Director and the Board of Directors. The Audit and Finance Committee reports shall be available for inspection by the general membership. The Audit and Finance Committee shall be governed by the established written financial policies, procedures, and Association Bylaws in reviewing the financial records of the Association. The Audit and Finance Committee shall be appointed by the President with the approval of the Board of Directors. The Committee shall serve for a period of 1 year after appointment but may be reappointed.
Subsection 5 – Committees And Committee Membership	Committee chairs and members shall be appointed pursuant to the provisions of Article II, Section 7 of the Constitution. All members are eligible for such committee appointments and all members are entitled to vote as members on such committees.
Subsection 6 – Standing Expectations Of Committee Members	Appointed representatives of the SEAFC are expected to: A. Always demonstrate professional conduct that brings credibility to the Association and its membership. B. Accept and act upon extemporaneous or ad hoc direction from the Association Board in a timely manner and with the same credence afforded the direction received herein. Reflect adherence in their actions to these Bylaws and Association policies and resolutions.
Subsection 7 – Participation And Reporting Requirements	Each permanent committee shall submit a report of activities at the annual membership meeting of the Association. Additionally, appointees to committees or task groups will maintain regular contact with and ensure that a written briefing is submitted, preferably electronically, using the SEAFC liaison activity report form to the appropriate contacts and to the President and the SEAFC Executive Director {or the Secretary/ Treasurer should there be no Executive Director} within two (2) weeks after a committee meeting or event.
Subsection 8 – Initial And Annual Review Of Appointment Document	Initially, upon commencement of an appointment and prior to each year of service on a committee, appointees will review and collectively recommend changes to the appointment documents to ensure they accurately reflect the scope and requirements of the committee positions. All proposed changes will be submitted to the appropriate board liaison who will forward to the full board for consideration.
Subsection 9 – Unusual Event Reporting And Review	In the event of unusual circumstances or significant emergent issues, the appointee will immediately contact the Board Liaison, the Association President and Executive Director. In the unlikely event of conflict or disagreement between the appointees’ actions or chosen approaches and written directives from the Association, the matter should be brought to the immediate attention of the Association Executive Director and/or President for review by the full Board at the earliest opportunity.
BYLAWS – SECTION III – ELECTION OF OFFICERS
Subsection 1 – Candidates {2^nd Vice President, International Director and Secretary / Treasurer If There is No Executive Director}	Members who desire to be candidates for the position of 2nd Vice President and/or the International Director or in the event of no Executive Director the Secretary/ Treasurer and who are qualified in accordance with Article III, Section 2 of the Constitution, shall submit their name, membership number, office being sought, a profile of their qualifications, and their platform (not to exceed 300 words) to the Elections Committee, in writing by May 1 of the year they are seeking election. The Elections Committee shall certify the eligibility of candidates for the election. Candidates who do not meet the above requirements shall not be eligible to run for office. There shall be no nominations from the floor at the annual conference. Once elected to the position of 2nd Vice President there shall be no need to meet the above requirements. The 2nd Vice President shall move through the chairs until reaching the position of Immediate Past President.
Subsection 2 – Publication Of Candidate Information	The Elections Committee shall see that the profile and platform of the candidates are provided to the membership of the Association in a manner consistent with the policy that has been established by the Board of Directors.
Subsection 3 – Unanimous Ballots	For any office for which there is only one {1} nomination, the presiding officer shall instruct the chair of the Elections Committee, as the representative of the Association, to cast a ballot for such nominee and shall thereupon declare such nominee elected.
Subsection 4 – Balloting Process	All elections shall be by ballot in accordance with the established Balloting Process Policy. The candidate receiving a majority of the votes shall be declared elected. Election of the 2nd Vice President, Secretary/Treasurer {if there is no Executive Director} and International Director shall be conducted at the annual membership meeting of the Association. Appointments to fill unanticipated vacancies shall be made by the Board of Directors at its next regular meeting after such vacancy occurs. Appointees selected by the Board of Directors to fill vacancies shall serve for the remainder of the unexpired term of the office to which they are appointed.
Subsection 5 – Election	Prior to the business meeting of the annual conference, the full elections committee will meet to audit the process and certify the “Official Results.” “Official Results” of the vote will be presented to the membership during the business meeting of the annualconference. The candidatereceiving the highest number of votes shall be elected. In the event of a tie vote, the Board of Directors shall select the winner from the tied candidates.
Subsection 6 – Conduct Of Elections And Disputes	The complete conduct of the elections and decisions in any matters of dispute that may arise during such elections shall be in the hands of the elections committee.
Subsection 7 – Appointment Of State Directors	The appointed State Director shall be placed on the SEAFC Board of Directors upon being sworn in at the annual conference after written verification is received from the President of the State Fire Chiefs Association that he or she represents stating that he or she has full authorization of the State Fire Chiefs Association of that state. The letter must be received at the office of the SEAFC Executive Director no later than May 1^st.
Subsection 8 – Election Campaign Practices	Election campaigns are expected to be conducted on the highest level of professionalism and in accordance with the IAFC’s Code of Ethics. Any questions concerning ethics of the campaign should be referred to the Elections Committee.
Subsection 9 – Endorsement Policy For SEAFC / LAFCI.A.F.C Positions	The Southeastern Association of Fire Chiefs has adopted a policy that includes information to provide essential information about the process of running for an elected officer position in the SEAFC.
Subsection 10 – Endorsement Policy Not Directly SEAFC / LAFCI.A.F.C Positions	Persons seeking endorsement of the SEAFC for a position not directly pertaining to an elected officer position in the SEAFC or the I.A.F.C shall be required to provide written recommendation and a statement of support from the State Fire Chiefs Association in which they reside. The person requesting endorsement shall also provide to the SEAFC Executive Director a letter stating their positions on SEAFC and I.A.F.C goals and ideals as they pertain to the endorsement requested and the resulting benefits to the SEAFC membership and/or the fire service.
BYLAWS – Section IV – MISCELLANEOUS
Subsection 1 – Installation Of Officers	The installation of all officers shall take place at the annual banquet with appropriate ceremonies and all officers shall swear to the following oath of office: “I (name) hereby swear or affirm that I will become familiar with and will support the SEAFC Policies, Constitution and Bylaws and at all times bear true allegiance to the goals and purposes of the Southeastern Association of Fire Chiefs, a Division of the International Association of Fire Chiefs, Inc. I further swear or affirm to perform the duties and responsibilities of my office to the best of my ability so help me God.” SEAFC Officers who are not installed during the annual banquet shall be installed in accordance with the established Installation of Officers Policy.
BYLAWS – SECTION V – RULES OF ORDER
Subsection 1 – Preservation of Order	The presiding officer shall preserve order and decorum and shall take no part in debates while presiding. All questions of order shall be subject to an appeal to the conference, and upon such an appeal the vote shall be taken without debate. The presiding officer may state the reasons for the decision given and shall put the question as follows, “Shall the decision of the chair be sustained?” A two-thirds majority of those present and voting shall be necessary to reverse the decision of the chair.
Subsection 2 – Members Speaking	Every member when speaking or offering a motion shall rise, state his or her name and place of residence, and respectfully address the presiding officer, and when finished speaking shall at once resume his or her seat.
Subsection 3 – Presiding Officer Decides	When two (2) or more members rise to speak at the same time, the presiding officer shall decide who is entitled to the floor.
Subsection 4 – Point of Order	A member called to order shall immediately cease speaking and resume his or her seat until the point of order in question has been decided, when he or she shall again be entitled to the floor.
Subsection 5 – Calling the Question	A motion to take the previous question shall always be in order except when a member is in possession of the floor and must be put forward without debate and if supported by a majority vote of those voting, the motion shall be declared carried and no further debate or amendments shall be in order until the main question shall be decided.
Subsection 6 – Motion to Adjourn	A motion to adjourn shall always be in order, except when a member is in possession of the floor, or a vote is being taken or it has been decided that vote shall now be taken. A motion to adjourn is not debatable, but a motion to adjourn to a given time is open to debate.

Subsection 7 – Question Without Provision	The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall provide guidance for the Association in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws and any special rules of order the Association may add.
Subsection 8 – Memorial Services	An appropriate memorial service in honor of the deceased members shall be held at each annual conference in accordance with the established Memorial Service Policy.
Subsection 9 – Order of Business	The order of business at the annual conference shall be: Opening ceremonies. Report of Association officers. Report by President or designee on the disposition of resolutions acted upon at the last annual conference. Report from permanent committees. Unfinished business. New business. Good and welfare of the Association. Report of attendance and location of next conference. Adjournment.
BYLAWS SECTION VI – CODE OF ETHICS	The following rules and standards of conduct have been developed for the safe and efficient operation of Southeastern Association of Fire Chiefs {SEAFC} and for the benefit and protection of the rights and safety of all. SEAFC members and/or officers and employees are always expected to observe the highest standards of professional conduct, while at work or when engaged in SEAFC business. Members’ and/or officers’ and employees’ professional conduct shall remain consistent with the mission, goals, and objectives of SEAFC. Obey all laws, rules and regulations governing our business. SEAFC is subject to federal laws and regulations and the laws and regulations of the SEAFC Office. It is the policy of SEAFC that all laws, rules and regulations are complied with fully and completely. Members and/or officers and employees shall conduct themselves in a manner that does not bring discredit upon SEAFC. If it is unclear whether an action or activity is a legal or ethical violation, contact the I.A.F.C human resource department immediately for advice. Any incident or situation that violates the law or this policy should be immediately reported to the Division President and/or the I.A.F.C human resource department. Be honest, truthful, fair and trustworthy in all SEAFC activities and relationships. SEAFC expects each of its members and/or officers and employees to treat one another with respect and honesty. This includes providing information that is accurate, complete, objective, timely, relevant, and understandable. Be dedicated to the highest ideals of honor and integrity. In all public and personal relationships in order that the Association may merit the respect and confidence of the elected officials, of other members and/or officers and employees, and of the public, it is critical that honor and integrity be presented at the highest of standards. Report accurate information: Because the association may use membership numbers to make decisions about its future and members’ involvement, its officers’ and employees’ ethical responsibility to provide correct information always, especially regarding the following: Membership numbers, including the number of current members, retention, and attrition rates;Membership projections;Budgets;Integrity of membership criteria; andQuality and use of database information Respect and protect SEAFC assets: Assets are anything of value owned by SEAFC. All SEAFC members and/or officers and employees are expected to be the custodian of those assets. Members and/or officers and employees are responsible to maintain company assets in good condition and to protect them from loss. This includes real assets and equipment of all kinds. It also includes so called “soft assets” such as intellectual property, member lists and other confidential information owned by the association. SEAFC assets of any kind, but including such assets as telephones, PCs, email, copiers, faxes, should not be used for personal benefit. Avoid all conflicts of interest between work and your personal affairs: All members and/or officers and employees are expected to act with total objectivity regarding SEAFC’s business. Accordingly, it is improper for an SEAFC member and/or officer and employee to be in a position where their personal interests’ conflict, or appear to conflict, with SEAFC interests. SEAFC members and/or officers and employees should not use their position with SEAFC to influence SEAFC or others for their personal benefit. Members and/or officers and employees should not engage in any business or secondary employment which, because of the demands on their time and interest, interferes with their obligations and responsibilities at SEAFC. If a member and/or officer or employee believes that a conflict of interest has developed or may develop, it should be promptly reported to an SEAFC officer. Avoidance of Private Employment: Members and/or officers and employees should not engage in, solicit, negotiate for, or promise to accept private employment, nor should they render services for private interests or conduct a private business when such employment, service, or business creates a conflict with or impairs the proper discharge of their official duties. Teaching, lecturing, writing, or consulting is typical activities that may not involve conflict of interest or impair the proper discharge of their official duties. Prior notification of the appointing authority is appropriate in all cases of outside employment. Promote fair employment practices for all SEAFC employees: SEAFC supports and adheres to laws and regulations dealing with fair employment practices. Employment discrimination in our workplace based on sex, race, age, religion, national origin, or sexual preference will not be tolerated. Use your best efforts to maintain a safe workplace and to protect the environment: SEAFC believes in and supports the laws designed to keep our workplace safe and designed to protect the environment. If you believe that an unsafe condition exists in our workplace, bring it immediately to the attention of an SEAFC officer. If an accident takes place, report it pursuant to SEAFC policy and immediately take action to address the problem. Promote an ethical culture for all SEAFC employees and members: SEAFC always expects all members and/or officers and employees to conduct themselves ethically and to encourage and support that behavior in their fellow officers/members. Members and/or officers and employees shall refrain from abusing their relationship with SEAFC in an improper economic, professional, or other manner. Establish Equal Opportunity: All decisions pertaining to appointments, pay adjustments, promotions, and discipline should prohibit discrimination because of race, color, religion, sex, national origin, sexual orientation, political affiliation, disability, age, or marital status. It should be the members’ and/or officers’ and employees’ personal and professional responsibility to actively recruit and hire a diverse staff throughout their organizations. Maintain Appointment Commitment: Members and/or officers and employees who accept an appointment to a position should not fail to report for that position. This does not preclude the possibility of a member or officer considering several offers or seeking several positions at the same time, but once a bona fide offer of a position has been accepted, that commitment should be honored. Oral acceptance of an offer is considered binding unless SEAFC makes fundamental changes to the terms of the offer. Position should show professional respect for persons formerly holding the position or for others who might be applying for the same position. Professional respect does not preclude honest differences of opinion; it does preclude attacking a person’s motives or integrity in order to be appointed to a position. Conduct Self-Assessments: Each member and/or officer and employee should assess his or her professional skills and abilities on a periodic basis. Gifts: Members and/or officers and employees should not directly or indirectly solicit any gift or accept or receive any gift–whether it be money, services, loan, travel, entertainment, hospitality, promise, or any other form–under the following circumstances: (1) it could be reasonably inferred or expected that the gift was intended to influence them in the performance of their official duties; or (2) the gift was intended to serve as a reward for any official action on their part. It is important that the prohibition of unsolicited gifts be limited to circumstances related to improper influence. In de minimis situations, such as meal checks, some modest maximum dollar value should be determined by the officer/member as a guideline. The guideline is not intended to isolate members and/or officers and employees from normal social practices where gifts among friends, associates, and relatives are appropriate for certain occasions. Violation of the SEAFC Code of Ethics and Conduct may subject a member and/or an officer or employee to disciplinary action up to and including dismissal.
BYLAWS SECTION VII – INDEMNIFICATION	The Association shall indemnify, to the fullest extent permitted by law and this Article, any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (and any appeal therein), whether civil, criminal, administrative, arbitrative, or investigative and whether or not brought by or on behalf of the Association, by reason of the fact that such person is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, committee member, partner, trustee, employee, or agent of another Association, partnership, joint venture, trust, or other enterprise or as a trustee or administrator under an employee benefit plan, or arising out of such party’s activities in any of the foregoing capacities, against all liability and litigation expense, including reasonable attorneys’ fees; PROVIDED, HOWEVER, that the Association shall not indemnify any such person against liability or expense incurred on account of such person’s activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Association or if such person received an improper personal benefit from such activities. The Association likewise shall indemnify any such person for all reasonable costs and expenses (including attorneys’ fees) incurred by such person in connection with the enforcement of such person’s right to indemnification granted herein. The Association shall pay all expenses incurred by any claimant hereunder in defending a civil or criminal action, suit, or proceeding as set forth above in advance of the final disposition of such action, suit, or proceeding upon receipt of and undertaking by or on behalf of such claimant to repay such amount unless it ultimately shall be determined that such claimant is entitled to be indemnified by the Association against such expenses. The Board of Directors of the Association shall take all such action as may be necessary and appropriate to authorize the Association to pay the indemnification required by this Bylaw, including without limitation, (a) a determination by a majority vote of disinterested directors (i) that the activities giving rise to the liability or expense for which indemnification is requested were not, at the time taken, known or believed by the person requesting indemnification to be clearly in conflict with the best interests of the Association and (ii) that the person requesting indemnification did not receive an improper personal benefit from the activities giving rise to the liability or expense for which indemnification is requested, and (b) to the extent needed, giving notice to the members of the Association. Any person who at any time after the adoption of this Bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Bylaw.
Bylaws Section VIII– Effective Dates of Amendments	All amendments, alterations or revisions shall take effect immediately upon the adjournment of the annual conference unless otherwise provided. AMENDED: Miami, Florida, June 23-27, 1990 Section XI AMENDED: Nashville, Tennessee, June 23, 1997 AMENDED: Birmingham, Alabama, June 1998 Section III AMENDED: Dothan, Alabama, June 17, 1999 Section VI AMENDED: Augusta, Georgia, June 1, 2000 Section I Section III Section IV Section V Section VI Section VII Section VIII Section IX AMENDED: Nashville, Tennessee, July 9, 2001 Section III Section VII Section IX Section XIV Section XV AMENDED: Mobile, Alabama, July 1, 2006 Section V AMENDED: Conference Call, November 17, 2009 AMENDED: Louisville, Kentucky, June 26, 2010 AMENDED: Montgomery, Alabama, June 16, 2011 Section I AMENDED: Hampton, Virginia, June 14, 2012 Section I, Subsection 10 Section II, Subsection 1, Subsection 4, Subsection 7 Section III, Subsection 7 Section IV, Subsection 1 AMENDED: Conference Call, Sept. 3, 2013 Section II, Subsection 1 AMENDMENTS PENDING ADOPTION: Charleston, South Carolina, June 2017 Section I, Subsection 5, Subsection 12 Section II, Subsection 1, Subsection 2, Subsection 3, Subsection 4-B, Section III, Subsection 4, Section IV, Subsection 1 Section V, Subsection 9 Amended Biloxi Mississippi: June 23, 2021 Section I Section II Section V Section VI Section VII _________________________________ Joe Boney President __________________________________ Cecil V. “Buddy” Martinette Jr. Constitution & Bylaws Chair __________________________________ Larry Williams Executive Director