Heart of the South By-Laws

ARTICLE I – NAME

The name of the corporation shall be Girl Scouts Heart of the South, hereinafter referred to as “Council,” a non-profit corporation organized under the laws of the State of Tennessee.

ARTICLE II - PURPOSE

The purpose of the Council shall be as defined in the Charter on file with the Tennessee Secretary of State and to make available to girls under its jurisdiction the program, practices, and standards of Girl Scouting as offered by the Girl Scouts of the United States of America.

ARTICLE III – MEMBERS OF THE COUNCIL

Individuals 14 years of age and over who are members of the Girl Scout Movement and who are currently registered through the Council, including staff of the Council, are members of the Council, hereinafter referred to as “members.”

ARTICLE IV – OFFICERS

Section 1. Elected Officers The elected officers of the Council shall be the Chair of the Board; First Vice Chair; Second Vice Chair; Secretary; and Treasurer. Officers of the Council shall be 18 years of age or older.

Section 2. Term of Office

  • A. The officers shall be elected by ballot in accordance with Article XI of these bylaws for a term of two years or until their successors are elected and assume office. If there is only a single candidate for a particular office, the election may be held by acclamation.
  • B. An officer’s term of office shall begin at the end of the annual meeting in which he or she is elected.
  • C. No individual shall serve more than two consecutive terms in any one office or combination of offices, except that an individual shall be eligible to serve two consecutive terms in the office of Chair of the Board regardless of the number of consecutive terms the individual shall have served in any office or offices other than Chair of the Board.
  • D. No individual shall hold more than one office at a time.
  • E. No individual shall serve as an officer of the board of directors and as a Girl Scout community advisory board chair concurrently.
  • F. An officer who shall have served a half term or more in office shall be considered to have served a full term in the office.

Section 3. Vacancy in Office

  • A. In the event of a vacancy in the office of Chair of the Board, the vacancy shall be filled by the First Vice Chair of the Board for the remainder of the unexpired term.
  • B. In the event of a vacancy in both the Chair of the Board and the First Vice Chair, the Second Vice Chair shall fill the position of Chair of the Board for the remainder of the unexpired term.

Section 4. Ex-officio Officer

The Chief Executive Officer (CEO) shall be appointed by the board of directors of the Council to serve at its pleasure and shall serve as an ex-officio officer of the Council without voting rights.

Section 5. Duties of Officers

The officers shall perform the duties prescribed in this Article IV and such other duties as are prescribed by action of the members of the Council, the board of directors, the executive committee, the Chair of the Board, and the adopted parliamentary authority.
  • A. The Chair of the Board shall:
    • i. be the principal officer of the Council;
    • ii. preside at all meetings of the Council, the board of directors, and the executive committee;
    • iii. assure support by the board of directors for the Council’s strategic direction and appropriate oversight of performance;
    • iv. report to the Council and the board of directors as to the conduct and management of the affairs of the Council; and
    • v. serve as an ex-officio member of all committees except the board development committee.
  • B. The First Vice Chair of the Board shall:
    • i. assist the Chair of the Board as assigned;
    • ii. preside at meetings of the Council, the board of directors, or the executive committee in the absence or inability of the Chair of the Board, or when delegated the responsibility of presiding;
    • iii. direct the Council’s advocacy efforts to be a leading voice for girls; and
    • iv. in the event of the vacancy in the office of Chair of the Board, succeed to the office for the remainder of the unexpired term.
  • C. The Second Vice Chair of the Board shall:
    • i. assist the Chair of the Board as assigned;
    • ii. provide oversight of the Girl Scout community advisory board chairs; and
    • iii. in the event of the vacancy in both the offices of Chair of the Board and First Vice Chair of the Board, succeed to the office of Chair of the Board for the remainder of the unexpired term.
  • D. The Secretary shall:
    • i. ensure that proper notice is given for all meetings of the Council, the board of directors, and the executive committee;
    • ii. ensure that minutes of all meetings of the Council, the board of directors, and the executive committee are kept; and
    • iii. have responsibility for the seal of the Council and ensure its safekeeping.
  • E. The Treasurer shall:
    • i. provide effective stewardship; and
    • ii. be responsible for monitoring the assets of the Council.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Composition

The board of directors shall consist of 12 directors which reflect adequate regional representation of the former Girl Scouts of Northeast Mississippi, Inc., Girl Scout Council of Northwest Mississippi, Inc., Girl Scouts of Reelfoot, Inc., and Girl Scout Council of the Mid-South directors-at-large, Girl Scout community advisory board chairs and ex-officio officer of the Council.  The chair of the board development committee, if not otherwise elected to the board of directors, shall serve as a member of the board of directors.  Board members shall be 18 years of age or older.

Section 2. Term of Office

  • A. The members of the board of directors shall be elected by ballot in accordance with Article XI of these bylaws for a term of two years or until their successors are elected and assume office.  If there is only a single candidate for each position, the election may be held by acclamation.
  • B. Terms of office shall begin at the end of the annual meeting in which they are elected.
  • C. No individual shall serve more than three consecutive terms as a member of the board of directors.
  • D. A member who shall have served a half term or more in office shall be considered to have served a full term in office.

Section 3. Vacancies

A vacancy occurring in a position of member of the board of directors or Girl Scout community advisory board chair shall be filled for the remainder of the unexpired term by a vote of the majority of the remaining directors then in office.

Section 4. Power, Authority, and Accountability

  • A. Power and Authority. The board of directors shall have full power and authority over the affairs of the Council between meetings of the Council, except as otherwise provided in these bylaws or by statute.
  • B. Accountability. The board of directors is accountable to:
    • i. the Council membership for managing the affairs of the Council including development of a decision-influencing system allowing for members of the Girl Scout Movement, including girl members, to have a voice on key issues affecting the Council and the Girl Scout Movement;
    • ii. the board of directors of Girl Scouts of the United States of America for compliance with the charter requirements;
    • iii. the state of incorporation for adherence to state corporation law; and
    • iv. the federal government in matters relating to legislation affecting non-profit, non-stock corporations.

Section 5. Regular Meetings

  • A. Scheduling. The board of directors shall hold at least four regular meetings a year at such time and place as the board may determine.
  • B. Notice. Notice of the date, time, and place of each board meeting, accompanied by a tentative agenda, shall be given personally, mailed, electronically transmitted, or by any other means permitted by state statutes to each member of the board of directors at least 10 days prior to the meeting.

Section 6. Special Meetings

  • A. Scheduling. Special meetings may be called by the Chair of the Board and shall be called by the Chair of the Board upon the written request of at least one-third of current board members. The purpose of the meeting shall be stated in the written request.
  • B. Notice. Notice of the date, time, place, and specific purpose of the meeting shall be given personally, mailed, electronically transmitted, or by any other means permitted by state statutes to each member of the board of directors at least three days prior to the meeting.
  • C. Business. No business shall be transacted except that for which the meeting has been called.

Section 7. Quorum

A majority of the board members then in office present in person or linked by telecommunication or by means such that all members of the board participating in the meeting are able to hear one another and participate in the proceedings shall constitute a quorum for the transaction of business.

Section 8. Voting Procedures

  • A. Each member of the board shall be entitled to one vote.
  • B. The chair votes only when either:
    • a. The vote is by ballot, in which case the chair votes along with and at the same time as all other members of the board of directors, or
    • b. The chair’s vote will change the result of the vote.
  • C. No member of the board of directors shall vote in more than one capacity.
  • D. Unless otherwise designated by statute, the Charter of the Council, or these bylaws, all matters shall be determined by a majority vote of members of the board of directors present.
  • E. Proxy, absentee, and/or e-mail voting shall not be allowed.

Section 9. Removal

  • A. Any board member, including officers, who is absent from two consecutive board meetings in their entirety without good cause acceptable to the Chair of the Board or designee, shall be removed from the board of directors by a majority vote of the board members present and voting at any regular meeting of the board of directors.
  • B. Any board member, including officers, may be removed with or without cause by a three-fourths vote of the total number of the Council board of directors.

Section 10. Action Without a Meeting

Actions required or permitted of the board of directors at a meeting of the board of directors under this Article may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.

ARTICLE VI – EXECUTIVE COMMITTEE

Section 1. Composition

The executive committee shall consist of the elected officers of the Council and two members of the board of directors. The CEO of the Council shall serve as an ex-officio member with voice but without voting rights. The Chair of the Board shall appoint the members of the executive committee board.

Section 2. Duties

  • A. Authority between board meetings. The executive committee shall exercise the authority of the Council board of directors between the meetings of the board of directors, except that the executive committee shall not:
    • i. adopt the budget;
    • ii. amend the bylaws;
    • iii. take action which is contrary to, or a substantial departure from, the direction established by the board of directors or which represents a major change in the affairs, business, or policy of the Council.
  • B. Reports. The executive committee shall submit to the board of directors a report of all actions taken.

Section 3. Meetings

  • A. Scheduling. The executive committee shall meet as needed at the call of the Chair of the Board or upon written request of at least three members of the executive committee.
  • B. Notice. Notice of the date, time, and place of each meeting shall be provided at least one day in advance of a meeting of the executive committee.

Section 4. Quorum

A majority of the executive committee members then in office present in person or linked by telecommunication or by means such that all members of the executive committee participating in the meeting are able to hear one another and participate in the proceedings shall constitute a quorum for the transaction of business.

Section 5. Voting Procedures

  • A. Each member of the executive committee shall be entitled to one vote.
  • B. No member shall vote in more than one capacity.
  • C. Unless otherwise designated by statute, the Charter of the Council, or these bylaws, all matters shall be determined by a majority vote of members of the executive committee present at the meeting.
  • D. Proxy, absentee, and/or e-mail voting shall not be allowed.

Section 6. Action Without a Meeting

Actions required or permitted of the executive committee at a meeting of the executive committee under this Article may be taken without a meeting. If all members of the executive committee consent to taking such action without a meeting, the affirmative vote of the number of members that would be necessary to authorize or take such action at a meeting is the act of the executive committee. The action must be evidenced by one or more written consents describing the action taken, signed by each member of the executive committee, and included in the minutes filed with the corporate records reflecting the action taken.

ARTICLE VII – BOARD DEVELOPMENT COMMITTEE

Section 1. Membership

The board development committee shall be composed of seven members, at least three of whom shall be members of the board of directors and at least a majority of whom shall not be members of the board of directors, and the CEO of the Council who shall serve as an ex-officio non-voting member.  Members of the board development committee shall be 18 years of age or older.

Section 2. Election, Term, and Vacancies

  • A. The committee members shall be elected by ballot in accordance with Article XI of these bylaws for a term of two years or until their successors are elected and assume office. If there is only a single candidate for office, the election may be held by acclamation.
  • B. An individual’s term of office on the board development committee shall begin at the end of the annual meeting in which he or she is elected.
  • C. No individual shall serve more than two consecutive terms as a member of the board development committee.
  • D. An individual who shall have served a half term or more in office shall be considered to have served a full term in the office.
  • E. In the event of a vacancy in any position other than board development committee chair, the vacancy shall be filled by an appointment of the board of directors for the remainder of the term.

Section 3. Election, Term, and Vacancy of Committee Chair

  • A.    The Chair shall be appointed by the Chair of the Board in concurrence with the CEO.
  • B.    The term of office for chair shall be a maximum of two years.
  • C.    No individual shall serve more than one term as chair of the committee regardless of how many years or terms the individual may be a member of the board development committee.
  • D.    In the event of a vacancy in the office of chair of the committee, the Chair of the Board in concurrence with the CEO shall appoint a new chair to serve the remainder of the term.
  • E.    An individual who shall have served a half term or more in the office of chair of the committee shall be considered to have served a full term in the office.
  • F.    If not already a member of the Council board of directors, the chair shall serve as a member of the Council board of directors, with all the rights and responsibilities of other board members.

Section 4. Responsibilities

The responsibilities of the board development committee shall be:

  • A. to solicit and recruit candidates for elected positions in the Council.
  • B. to provide to the membership a single slate for all positions for election, including officers, directors, Girl Scout community advisory board chairs and board development committee members.
  • C. to provide to the membership in accordance with the time frame established by Girl Scouts of the United States of America, a single slate of delegates and alternates to the National Council Session of Girl Scouts of the United States of America.
  • D. to develop in conjunction with the board of directors:
    • i. board orientation and education materials;
    • ii. board development materials;
    • iii. methods for identifying needed skills and talents for the Council board of directors and committees;
    • iv. methods for succession planning; and v. board annual self assessment materials.
  • E. to conduct board orientation and board development training sessions as needed and/or as directed by the board of directors.

Section 5. Removal

Any board development committee member who is absent for two consecutive board development committee meetings in their entirety without good cause acceptable to the Chair of the committee shall be removed from the board development committee by a majority vote of the board development committee members present and voting at any regular meeting of the board development committee. Any board development committee member, including the Chair, may be removed with or without cause by a three-fourths vote of the total number of the board development committee.

Section 6. Nominations from the Floor

Nominations for any of the elected positions may be made from the floor at the annual meeting provided:

  • A. the individual to be nominated has consented in writing to serve if elected;
  • B. the nomination has been submitted to the chair of the board development committee, or his/her designee, at least 72 hours before the convening of the annual meeting;
  • C. the prospective nominee meets the qualifications for the office for which she/he is being nominated.

Section 7. Quorum

The quorum for meetings of the board development committee shall be a majority of the current members present in person or linked by telecommunication or by means such that all members of the board development committee participating in the meeting are able to hear one another and participate in the proceedings.

Section 8. Action Without a Meeting

Actions required or permitted of the board development committee at a meeting of the board development committee under this Article may be taken without a meeting. If all members of the board development committee consent to taking such action without a meeting, the affirmative vote of the number of members that would be necessary to authorize or take such action at a meeting is the act of the board development committee. The action must be evidenced by one or more written consents describing the action taken, signed by each member of the board development committee, and included in the minutes filed with the corporate records reflecting the action taken.

ARTICLE VIII – GIRL SCOUT COMMUNITY ADVISORY BOARDS

Section 1. Composition

There shall be Girl Scout community advisory boards, which are authorized by the Board of Directors.  Each Girl Scout community advisory board shall consist of a diverse group of high level and high-profile community leaders and shall have a minimum of seven members.

Section 2. Duties

The members of each Girl Scout community advisory board shall perform the duties prescribed in this Article and such other duties as are prescribed by action of the members of the Council, the board of directors and the chair of the local Girl Scout community advisory board. They shall:

  • A. work together to promote and foster Girl Scouting in regional or geographic areas of the Council’s jurisdiction;
  • B. support the Girl Scout brand by reinforcing the brand messaging;
  • C. support Council fundraising efforts by identifying potential resources and new funding opportunities;
  • D. serve as a catalyst to initiate potential Council partnerships and collaborations in order to leverage community relationships to assist the Council in forming collaborations, especially in unserved and underserved communities;
  • E. serve as the eyes and ears by one or more written consents describing the action taken, signed by each member of the community advisory board, and included in the minutes filed with the corporate records reflecting the action taken.
  • F.    practice regional and state-level advocacy and serve as a voice for the girls.

Section 3.    Election, Term and Vacancy—Girl Scout Community Advisory Board Chair

  • A.    The chair of each Girl Scout community advisory board shall be nominated by the board development committee and elected by ballot in accordance with Article XI of these bylaws for a term of two years or until their successors are elected and assume office.  If there is only a single candidate for office, the election may be held by acclamation.
  • B.    Terms of office for the chair of each chair’s advisory board shall be for two years and shall begin at the end of the annual meeting in which they are elected.
  • C.    No individual shall serve more than two consecutive terms.
  • D.   Girl Scout community advisory board chairs shall serve on the Council board of directors.
  • E.    No individual shall serve as a Girl Scout community advisory board chair and as an officer of the board of directors concurrently.
  • F.    An individual who shall have served a half term or more in office shall be considered to have served a full term in the office.
  • G.    Vacancy in the position of the chair shall be filled by an appointment of the Chair of the Board, subject to the approval of the board of directors to complete the balance of the term.

Section 4.    Appointment and Term—Girl Scout Community Advisory Board Members

  • A.    The CEO shall appoint members of each Girl Scout community advisory board subject to the approval of the board of directors.
  • B.    The CEO shall determine the number of members appointed to each Girl Scout community advisory board based upon the need of the respective region served.
  • C.    Terms of office for the members of the Girl Scout community advisory board will be two years and shall begin upon appointment to the advisory board.

Section 5.    Regular Meetings

  • A.    Scheduling.  Each Girl Scout community advisory board shall hold at least four regular meetings a year at such time and place as the community advisory board may determine.
  • B.    Notice.  Notice of the date, time, and place of each community advisory board meeting, accompanied by a tentative agenda, shall be given personally, mailed, electronically transmitted, or by any other means permitted by state statutes, to each member of the community advisory board at least 10 days prior to the meeting.

Section 6.    Special Meetings

  • A.    Scheduling.  Special meetings may be called by the chair of the community advisory board and shall be called by the chair of the community advisory board upon the written request of at least one-third of current board members.  The purpose of the meeting shall be stated in the written request.
  • B.    Notice.  Notice of the date, time, place, and specific purpose of the meeting shall be given personally, mailed, electronically transmitted, or by any other means permitted by state statutes to each member of the community advisory board at least three days prior to the meeting.
  • C.    Business.  No business shall be transacted except that for which the meeting has been called.

Section 7.    Quorum

The quorum for meetings of each of the Girl Scout community advisory board shall be a majority of the members of the board present in person or linked by telecommunication or by means such that all members of the board participating in the meeting are able to hear one another and participate in the proceedings.

Section 8.    Action Without a Meeting    

Actions required or permitted of a community advisory board at a meeting of a community advisory board under this Article may be taken without a meeting.  If all members of the community advisory board consent to taking such action without a meeting, the affirmative vote of the number of members that would be necessary to authorize or take such action at a meeting is the act of the community advisory board.  The action must be evidenced by one or more written consents describing the action taken, signed by each member of the community advisory board, and included in the minutes filed with the corporate records reflecting the action taken.

 

ARTICLE IX – BOARD COMMITTEES

 

Section 1. Establishment

The board of directors may establish standing committees, special committees and/or task groups, as it deems necessary, which shall operate under the general supervision of the board of directors.

Section 2. Appointment

  • A. The chair of any committee or task group shall be appointed by the Chair of the Board, subject to the approval of the board of directors.
  • B. Members of any committee or task group shall be appointed by the Chair of the Board in consultation with the chair of the respective committee or task group.
  • C. At least two members of any committee or task group shall be members of the board of directors.
  • D. Appointments to committees and task groups shall be for one year unless the board of directors specifies a different term at the time of appointment.
  • E. Vacancies in any committee or task group shall be filled by the Chair of the Board in accordance with Section 2.A. or 2.B. of this Article.

Section 3. Quorum

The quorum for meetings of any committee or task group shall be a majority of the current members of the committee present in person or linked by telecommunication or by means such that all members of the committee participating in the meeting are able to hear one another and participate in the proceedings.

ARTICLE X – NATIONAL COUNCIL DELEGATES

Section 1. Eligibility

Delegates and alternates to the National Council of the Girl Scouts of the United States of America shall be United States citizens age 14 years and older. They shall be members of the Council at the time of election and throughout the term of service.

Section 2. Election

The delegates and alternates whom the Council is entitled to elect to the National Council of the Girl Scouts of the United States of America shall be elected in accordance with Article XI of these bylaws in accordance with the time frame established by the Girl Scouts of the United States of America and shall serve a term of three years or until their successors are elected and assume office.

Section 3. Vacancies.

The board of directors or executive committee shall fill delegate vacancies from among the elected alternates. If there are not adequate alternates to fill the delegate positions, the vacancies may be filled from among the eligible members of the Council.

ARTICLE XI – ELECTION PROCEDURES

Election of officers, members of the board of directors, Girl Scout community advisory board chairs, board development committee members, and national council delegates shall occur at the annual meeting. Election shall be decided by members of the Council present in person or linked by telecommunication or by means such that all members of the Council participating in the meeting are able to hear one another and participate in the proceedings.

ARTICLE XII – MEETINGS OF THE COUNCIL

Section 1. Annual Meeting

  • A. Scheduling. The Council shall conduct an annual meeting of the members of the Council in the spring of each year at a date, time, and place determined by the board of directors.
  • B. Notice. Notice of the date, time, and place of the annual meeting, accompanied by a tentative agenda, the slate of nominees for all positions, and any proposed amendments to these bylaws shall be given personally, mailed, electronically transmitted, or by any other means permitted by state statutes to each member of the Council not more than 60 days nor less than 14 days prior to the meeting.
  • C. Business. At the annual meeting, the Council shall:
    • i. elect officers, members of the board of directors, members of the board development committee, and in appropriate years, delegates and alternates to the National Council Session of the Girl Scouts of the United States of America;
    • ii. consider any proposed amendments to the Council bylaws;
    • iii. provide input on key issues affecting the Council and the Girl Scout Movement;s and officers against losses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding relating to the performance of their duties to the extent permitted by law.

Section 2.    Special Meetings

  • A.    Scheduling.  A special meeting of the membership may be called by the Chair of the Board and shall be called by the Chair of the Board, within 14 days, upon the written request of two-thirds of the members of the board of directors then in office or by 25% of the Council members.  The purpose of the meeting shall be stated in the written request. 
  • B.    Notice.  Notice of the date, time, place and specific purpose of the meeting shall be given personally, mailed, electronically transmitted, or by any other means permitted by state statutes to each member of the Council at least 10 days prior to the meeting.
  • C.    Business.  No business shall be transacted except that for which the meeting has been called.

Section 3.    Quorum

The quorum for the annual meeting or a special meeting shall be two-thirds of those members of the Council present in person or linked by telecommunication or by means such that all members of the Council participating in the meeting are able to hear one another and participate in the proceedings, provided that a majority of the Council’s volunteer service delivery areas are represented by at least one member.

Section 4.    Voting Procedures

  • A.    Each member of the Council shall be entitled to one vote.
  • B.    No member shall vote in more than one capacity.
  • C.    Unless otherwise designated by statute, the Charter of the Council, or these bylaws, all matters shall be determined by a majority vote of members of the Council present.
  • D.    Proxy, absentee, and/or e-mail voting shall not be allowed.

ARTICLE XIII – FINANCE

Section 1.    Fiscal Year    

The fiscal year of the Council shall be October 1 through September 30.

Section 2.    Contributions    

Any contributions, bequests, devises, and gifts for the purpose of Girl Scouting within the Council shall be accepted or collected only as authorized by the board of directors.

Section 3.    Depositories

All funds of the Council shall be deposited to the credit of the Council under such conditions and in such financial institutions as shall be designated by the board of directors.

Section 4.    Approved Signatures

The board of directors shall provide by resolution approvals for signatory authority in the name of the Council and access to funds and securities of the Council.

Section 5.    Bonding

All persons having access to or responsibility for the handling of monies and securities of the Council shall be bonded in the amount provided by resolution of the board of directors.

Section 6.    Budget

The board of directors shall approve the Council’s annual operational and capital budgets.  No expenses shall be incurred in the name of the Council in excess of the budgeted amounts without prior approval of the board of directors.

Section 7.    Property

Title to all property shall be held in the name of the Council.

Section 8.    Audits

An independent certified public accountant shall be retained by the board of directors to perform an annual audit of the financial statements of the Council.  A report of the audit shall be submitted to the board of directors and to the Girl Scouts of the United States of America.

Section 9.    Financial Reports

A summary report of the financial condition of the Council shall be presented to the membership at the annual meeting.Section 10.    Legal Counsel Independent legal counsel should be retained by the board of directors to:

  • A.    ensure compliance with the federal and state requirements;
  • B.    review and advise on any, and all, legal instruments the Council executes, such as leases, contracts, and property purchase or sale;
  • C.    review and advise on any official statements developed for the media (print, television, radio and/or internet)

Section 11.    Investments

The funds of the Council shall be invested in accordance with the policy established by the board of directors or by a committee appointed by the board of directors for such purpose.

ARTICLE XIV – INDEMNIFICATION

The Council shall indemnify directors and officers against losses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding relating to the performance of their duties to the extent permitted by law.  

ARTICLE XV – PARLIAMENTARY AUTHORITY

The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority of the Council.

ARTICLE XVI – AMENDMENTS

These bylaws may be amended by a two-thirds vote of those members of the Council present (in person or linked by telecommunication or by means such that all members of the Council participating in the meeting are able to hear one another and participate in the proceedings) and voting at a meeting of the Council provided that the proposed amendments shall have been included with the notice of the meeting.

Approved as part of the Merger Agreement, at all four council meetings, 4-08, effective 4.28.14


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