Bylaws

The Mississippi Recycling Coalitions was incorporated as a non-profit corporation in the State of Mississippi on August 29, 1997. Below are the bylaws.

  1. Organization

ARTICLE I. ORGANIZATION

Section 1. Organization Name: The name of the organization shall be the Mississippi Recycling Coalition;  hereafter referred to as the Coalition or abbreviated as “MRC.”

Section 2. Status: The Coalition has been organized and shall operated exclusively for non-profit purposes.  The Coalition shall establish and maintain its status as an organization under Section 501(c)(3) of the Internal Revenue Service Code.

ARTICLE  II. MISSION STATEMENT AND PURPOSE

Section 1. MissionStatement: The mission of the MRC is to complement, promote and encourage responsible solid waste management which includes source reduction, reuse, recycling and composting programs and to coordinate and unite the activities of professionals, organizations, business and industry, institutions, government agencies and individuals concerned about responsible solid waste management.

Section 2. Purposes: The purposes of the MRC are as follows:

A. To develop a membership base that will represent the entities identified in the mission statement;

B. To inform and educate the membership, general public, members of government and the community on the economic and environmental significance of source reduction, reuse, recycling, composting and issues of solid waste and solid waste reduction through activities such as meetings, conferences, seminars, publications, curricula and other professional development means;

C. To support the implementation and continuation of sustainable source reduction , reuse, recycling and composting programs throughout the state;

D. To promote the development of recycling industries in Mississippi that collect and process recyclable goods for use as a raw material;

E. To encourage the development of industries in Mississippi that use significant amounts of recovered materials in the production of usable goods;

F. To promote the purchase and use of products that include recycled content;

G. To provide information to the Legislature for direction in legislation on solid waste issues and to monitor pending solid waste legislation; and

H. To assist members in improving their skills and techniques regarding source reduction, reuse, recycling, composting and other solid waste reduction technologies.

ARTICLE  III.  MEMBERSHIP

Section 1. Eligibility for Membership: Any individual, organization, or other entity desiring to support the Mississippi Recycling  Coalition shall become a members of the Coalition upon submission of an application for membership and payment of the appropriate fees established by the Board of Directors.

Section 2. Categories of Membership: The eight (8) categories of membership are Associate, Individual, Non-Profit Organization, Government, Institution, Small Company, Large Company, and Trade Association.

A. Associate membership shall be open to students, seniors and other individuals or organizations supporting the mission of the Coalition.  Associate members shall be classified as non-voting members.

B. Individual membership shall be open to any individual with an interest in supporting the mission of the Coalition.

C. Non-Profit Organization membership shall be open to non-profit corporations.

D. Government membership shall be open to municipal, county, state and federal government agencies, or bodies, except those described in category E below.

E. Institution membership shall be open to public school systems, colleges, universities, community colleges, private schools, trade schools and medical facilities.

F. Small Company membership shall be open to any commercial or industrial business which as less than 25 employees.

G. Large Company membership shall be open to any commercial or industrial business which has 25 or more employees.

H. Trade Association membership shall be open to trade associations.

Section 3. Schedule of Fees: The Board of Directors shall establish and may modify a schedule of dues or charges for membership.  At a minimum, dues shall be payable annually but may be paid for a longer period of time.  The Board of Directors may waive all of any portion of the fee if deemed necessary.

Section 4. Voting Rights: All members, except Associate members, shall have voting rights.  Voting members shall be entitled to one (1) vote on each matter submitted to a vote of the membership.  Members under categories C through H of Article III, Section 2, shall designate in writing to the Secretary an individual for voting purposes.

Section 5. Resignations: Any member  may resign by delivering a written resignation to the President of the Board of Directors.  Such resignation shall take effect upon the date of the receipt of the written resignation by the President or by the date specified in the resignation, whichever is later.  No resignation shall entitle any member to the refund of any membership dues.

Section 6. Termination of Membership: Membership shall be terminated by one of the following categories:

A. By an individual’s death;

B. By the liquidation or dissolution of the organization or entity;

C.  By failure to pay dues as required by the Board of Directors; and

D. By the affirmative vote of a two-thirds (2/3) majority of the Board of Directors.  The Board of Directors shall notify the member in writing at least thirty (30) days in advance and provide an opportunity to appear before the Board of Directors prior to the vote in accordance with procedures established by the Board of Directors consistent with Section 79-11-189, Mississippi Code of 1972, as amended.

ARTICLE  IV.  BOARD OF DIRECTORS

Section 1. Composition: The property, affairs and activities of the Coalition shall be governed by a board of Directors composed of seventeen (17) members as follows:

A. Four (4) from Small or Large Companies;

B. Two (2) from Trade or Non-Profit Organizations;

C. Two (2) from Institutions;

D. Four (4) from Government;

E. Five (5) from At-Large (from any of the membership categories in Article III, Section 2, except Associate).

Section 2. Quorum: A simple majority of the Board of Directors shall constitute a quorum for the transaction of Coalition business.

Section 3. Nomination and Election: Procedures for election of Board members shall be as follows:

A. The Nominating Committee shall propose by category a slate of candidates to fill all openings created by expiring Board terms.

i.  All candidates shall be voting members in good standing within the Coalition at the time of election and during tenure of office.

ii. Only one representative of a particular company, trade or non-profit organization, institution, or government agency may be a Board member at any time.

B. The Secretary shall submit the slate in written ballot form to each qualified member at least thirty (30) days before the annual business meeting.  The ballot shall include spaces for write-in candidates for each category and any other information as required by law.

C. Each eligible ballot must be returned bearing a postmark no later than fifteen (15) days prior to the annual business meeting.

D. The President shall appoint an Election Committee composed of the Secretary and two (2) Coalition members to count the ballots.

E. The candidate(s) receiving a plurality of the votes within each category are elected.  In case of a tie, the Board of Directors shall decide by a simple majority vote.

F. The new Board members shall be installed at the annual business meeting and shall serve until successors are duly elected and installed.

Section 4. Terms of Office: Board members shall serve two-year terms.  Nine (9) Board members shall be elected in even numbered years and eight (8) Board members shall be elected in odd numbered years.

Section 5. Resignation: Any Board member may resign by delivering a written notice to the President of the Board of Directors.  Such resignation shall take effect upon the date of the receipt of the written resignation by the President or by the date specified in the resignation, whichever is later.

Section 6. Removal

A.  Any Board member elected by the members of the Coalition may be removed by the member of the Coalition without cause.  The Board member may be removed only at an annual meeting or a special meeting of the Coalition called for the purpose of the removal of the Board member.  The notice of the annual meeting or the special meeting shall provide notice regarding the removal.  The Board member may be removed by an affirmative vote of a majority of Coalition members present and voting at the meeting, subject to the requirements of Section 79-11-217.

B.  Any Board member appointed by the President may be removed by the affirmative vote of a two-thirds (2/3) majority of the Board of Directors.  The Board shall notify the Board member proposed for removal in writing at least thirty (30) days before the date of the meeting at which the removal will be considered and shall provide an opportunity for the Board member to appear before the Board before the vote in accordance with procedures established by the Board.

C.  Any Board member may be removed after three (3) absences from regular Board meetings during a one (1) year period.  Before removal, the Board member shall be provided notice and an opportunity to be heard as provided in subsection B of this section.  Representation by a proxy does not constitute an absence.

Section 7. Vacancies: Any vacancy occurring on the Board of Directors, shall be filled for the remainder of the term by appointment made by the President subject to the approval by the majority of the Board of Directors.

ARTICLE  V.  POWERS OF THE BOARD OF DIRECTORS

Section 1. General Powers: The Board of Directors shall have and exercise all lawful powers necessary or convenient to effect the purposes of the Coalition and to manage the property, affairs and activities of the Coalition, including but not limited to, those powers specified in this article.

Section 2. Seal: The Board of Directors may adopt and use an official seal and alter that seal at the pleasure of the Board of Directors.

Section 3. Rules, Policies and Procedures: The Board of Directors may adopt rules governing the conduct of its business consistent with these bylaws and state law and shall establish policies and procedures to effect the mission and purpose of the Coalition.

Section 4. Maintenance of Office and Employees: The Board of Directors may authorize the establishment and maintenance of an office any place or places within the state and may hire employees, full or part-time and establish and pay compensation to those employees.  Any vote of the Board of Directors to establish an office or hire employees shall require an affirmative vote of two-thirds (2/3) majority of the Board of Directors.

Section 5. Contracts: The Board of Directors may enter into contracts, leases, grants or agreements upon any terms and for any purpose consistent with these bylaws with any person or public agency and may execute or authorize the execution of all instruments necessary or convenient for those purposes. No members of the Coalition shall be interested, directly or indirectly, in any contract relating to the operations of the Coalition or furnishing services or supplies to the Coalition, unless the contract is authorized by the Board of Directors and the interest is disclosed to the Board of Directors before voting on the contract and is spread upon the minutes of the meeting at which the contract is authorized.

Section 6. Real Property: The Board of Directors may purchase, take, receive, lease, take by gift, devise or bequest or otherwise acquire, own, hold, improve and use real property.  The Board of Directors may also sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of the property and assets of the Coalition consistent with these bylaws and state law.  Any vote of the Board of Directors to take any action under this section shall require an affirmative vote of two-thirds (2/3) majority of the Board of Directors.

Section 7. Dues, Charges and Fees: The Board of Directors shall establish and may modify a schedule of dues or charges for membership.  The Board of Directors may also establish, assess and collect, on behalf of the Coalition, any additional fees or charges for annual meetings or other activities of the Coalition.  The board of Directors may waive all or any portion of dues, fees or charges assessed, if it deems necessary.

Section 8. Record Keeping: The Board of Directors shall keep accounting records, minutes of meetings of the Coalition and the Board of Directors, a record of all actions of the Coalition and the board of Directors and any other records required by law.  The Board shall have conducted an annual audit of the financial records of the Coalition.  The Board of Directors shall also keep a record showing the names and addresses of the members of the Coalition.  All records of the Coalition may be inspected by any members or that member’s agent at any reasonable time.

Section 9. Grants and Other Funds: The Board of Directors may apply, accept, receive and administer gifts, grants, appropriations, and donations of money, materials and property of any kind upon any terms and conditions as the Board of Directors deems appropriate.

Section 10. Expenditures of Funds: The Board of Directors may expend any gifts, grants, donations, fees, dues, charges or other funds available from any source, public or private, for any purpose consistent with these bylaws and state law. The Board of Directors may reimburse any member of the Coalition for reasonable expenses when on business of the Coalition and when authorized by the Board of Directors.  No member of the Coalition shall receive a salary or per diem for fulfilling responsibilities as a member, director or officer.

Section 11. Budget: The Board of Directors shall annually establish and adopt a budget for the succeeding fiscal year.  The budget shall be prepared by the Finance Committee and shall be presented to the Board of Directors by the Treasurer.  The budget shall be approved by an affirmative vote of a majority of the Board of Directors.

Section 12. Activities: The Board of Directors may conduct, or cause to be conducted, encourage or participate in studies, surveys, programs, training, demonstrations and other activities on behalf of the Coalition, consistent with the mission and purpose of the Coalition, these bylaws and state law.

Section 13.  Initiation and Maintenance of Legal Actions: The Board of Directors, upon an affirmative vote of two-thirds (2/3) majority of the Board of Directors, may initiate and maintain any legal action on behalf of the Coalition.  The notice of any Board of Directors meeting at which a motion regarding any legal action is to be made shall include the nature of the action, the claims to be asserted and the relief being sought.

Section 14. Officers and Duties: The Board of Directors may elect officers of the Board of Directors and establish their duties consistent with the bylaws.

Section 15. Meetings: The Board of Directors may hold regular meetings and call special meetings of the Board of Directors or Coalition and set the time, date and place for those meetings consistent with these bylaws and state law.

Section 16. Delegation of Authority: The Board of Directors may authorize the President of the Board of Directors, any other officer of the Board of Directors or any employee of the Coalition to discharge or exercise any power or duty granted to the Board of Directors under these bylaws consistent with these bylaws and state law.

ARTICLE  VI.  OFFICERS OF THE BOARD

Section 1.         Officers

The officers of the Board of Directors shall consist of a President, Vice-President, Secretary, and Treasurer.

Section 2.         Qualifications

An officer shall be a member of the Board of Directors.  The President shall have at least one year of membership on the Board of Directors.

Section 3.         Election and Term of Office

The officers of the Board of Directors shall be elected in a meeting of the Board of Directors held in conjunction with the annual business meeting.  Each officer shall be elected for a one (1) year term.  Officers shall serve until a successor is duly installed.  No person shall hold more than one office at any one time.

Section 4.         Removal

Any officer may be removed by the affirmative vote of a two-thirds (2/3) majority of the Board of Directors.  The Board of Directors shall notify the officer in writing at least thirty (30) days in advance and provide an opportunity to appear before the Board of Directors prior to the vote in accordance with procedures established by the Board of Directors.

Section 5.         Vacancies

Vacancies shall be filled for the unexpired portion of the term by a simple majority vote of the Board of Directors.

ARTICLE  VII.  DUTIES OF OFFICERS OF THE BOARD OF DIRECTORS

Section 1.         President

The President shall serve as the chief executive officer of the Coalition;  preside at all meetings of the Board of Directors and the annual business meeting of the Coalition;  execute, as legal representative of the Coalition, all documents authorized or approved by the Board of Directors;  appoint committee members subject to the approval of the Board of Directors;  and perform any other duties as designated by the Board of Directors.

Section 2.         Vice-President

The Vice-President shall serve as Vice-President of the Coalition;  preside at meetings of the Board of Directors and the annual business meeting of the Coalition in the absence of the President;  perform the duties of the President:  (a) if the President is temporarily unable to perform those duties, (b) if requested by the President, or (c) upon vacancy in the office of the President, until the Board of Directors elects a new President; and perform any other duties as designated by the President or the Board of Directors.

Section 3.         Secretary

The Secretary shall serve as Secretary of the Coalition;  keep the official records of all meetings of the Coalition, Board of Directors, and committees;  maintain a file of those official records required by law or deemed necessary by the Board of Directors;  submit the slate of nominees;  serve on the Elections Committee as required by Article IV, Section 3, for election of the Board of Directors; and perform any other duties as designated by the President or the Board of Directors.

Section 4.         Treasurer

The Treasurer shall serve as the chief financial officer;  be responsible for all funds, deposits and for the conduct of the annual audit;  be responsible for billing and collecting annual dues and other funds;  prepare and present periodic and annual financial records and statements to the Board of Directors or Coalition members in a format consistent with standard accounting procedures or as outlined by the Board of Directors;  disburse funds for authorized expenditures;  submit the annual budget to the Board of Directors;  and perform any other duties as designated by the President or Board of Directors.  The Treasurer may establish bank accounts and sign all checks for disbursement of funds from those accounts.  All checks for an amount exceeding one hundred dollars ($100.00) shall be co-signed by another officer and/or member of the Board as approve by the Board of Directors.

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ARTICLE  VIII.  GENERAL AND ADMINISTRATIVE

Section 1.         Fiscal Year

The fiscal year of the Coalition shall commence on the first day of July each year, or as otherwise established by the Board of Directors.

Section 2.         Indemnification

Members, officers, Board of Directors, employees and agents of the Coalition shall be indemnified from personal liability relating to acts, debts, liabilities or obligations of the Coalition as provided by law.

Section 3.         Rules of Procedures

All meetings of the Coalition and the Board of Directors shall be conducted in accordance with the latest edition of Robert’s Rules of Order, Newly Revised, unless suspended by a two-thirds (2/3) affirmative vote of the Coalition or Board of Directors, as the case may be.

Section 4.         Consistency with Federal and State Laws

These bylaws and any powers or authorizations contained in these bylaws shall be subject to any limitations and prohibitions contained in the Articles of Incorporation of the Coalition.  No member, director, officer, employee, or agent of the Coalition shall take any action or carry on any activity by or on behalf of the Coalition not permitted to be taken or carried on by an organization which is exempt under the Internal Revenue Service Code and to which contributions are deductible under that Code or which is organized under the Mississippi Non-Profit Corporations Act.  The Coalition and all directors and officers of the Coalition shall comply with state lobbying laws.

Section 5.         Actions of the Coalition

The Coalition shall act only in its own name, unless authorized in writing by an authorized official to act on behalf of that member.  Any press release, statement, report, correspondence or other publication of the Coalition shall be issued in the name of the Coalition, but the press release, statement, report, correspondence or other publication may include the names of members of the Coalition as of the date of its issuance.

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ARTICLE  IX.  MEETINGS

Section 1.         Annual Business Meeting

The Coalition shall hold one (1) annual business meeting.  The date, time and place of the annual business meeting shall be fixed by the Board of Directors.  The Board of Directors shall provide notice of the annual business meeting to Coalition members at least thirty (30) days before the annual business meeting.  The notice shall include a description of matters which must be acted upon by the members of the Coalition.  The annual business meeting shall be open to all members of the Coalition.

Section 2.         Special Meetings of the Coalition

A special meeting of the Coalition may be called by a majority vote of the Board of Directors or by the Board of Directors following receipt of a written petition signed by a least five percent (5%) of the voting members of the Coalition.  The petition shall state the matters for which the special meeting is requested and shall be dated and provided to the President or Secretary of the Board of Directors.  Within thirty (30) days following receipt by the President or Secretary of a 5% petition for a special meeting, the Board of Directors shall fix the date, time and place for the special meeting and shall provide notice to members of the Coalition regarding the special meeting at least ten (10) days before the special meeting.  The notice shall include a description of the matters in the petition which must be acted upon by the members of the Coalition.  If the notice of the special meeting is not given by the Board of Directors within thirty (30) days following receipt of the petition, any person signing the petition may fix the date, time and place of the special meeting and shall provide notice at least ten (10) days before the special meeting as required by this section.  Only those matters described in the notice may be acted upon at the regular meeting.

Section 3.         Regular Meetings of the Board of Directors

The Board of Directors shall hold regular meetings.  The Board of Directors shall fix the date, time and place of each regular meeting.  The Secretary shall mail a notice of a regular meeting of the Board of Directors to each member of the Board at least ten (10) days before the meeting date.  The notice shall include the date, time and place of the meeting and a preliminary agenda.

Section 4.         Special Meetings of the Board of Directors

The Board of Directors may hold special meetings.  A special meeting of the Board of Directors may be called by the President of the Board of Directors or a majority of the Board of Directors.  The Secretary shall notify each member of the Board at least two (2) days before the meeting date.  The notification shall include the date, time and place of the meeting and the matters to be considered by the Board of Directors at the meeting.  Only those matters contained in the notification may be considered by the Board of Directors at a special meeting.

 Section 5.        Voting at Meetings of the Coalition

Unless otherwise required by these Bylaws or federal or state law, all matters shall be decided by a vote of a majority of the Coalition members present that constitute a quorum.  Each voting member of the Coalition shall be entitled to one (1) vote.

Section 6.         Voting at Meetings of the Board of Directors

Unless otherwise required by these Bylaws or federal or state law, all matters shall be decided by a vote of a majority of the members of the Board of Directors present and participating by remote participation that constitute a quorum.  Each member of the Board of Directors shall be entitled to one (1) vote.

The Board of Directors may permit any member of the Board to participate in a regular or special meeting of the Board of Directors by telephone or any other means of communication by which all Board members participating in a meeting may simultaneously hear each other during the meeting (remote participation).  A Board member participating in this meeting in this manner shall be deemed present at the meeting.

The Board of Directors may act by a majority vote of Board members present and participating by remote participation.  The Board of Directors shall enter on its minutes of its next regular meeting the matters and results of any action taken and the identity of members of the Board present and participating by remote participation.

Section 7.         Voting by Proxy at Board of Directors Meetings

A Board member may appoint a proxy to vote or otherwise act in his or her behalf by signing an appointment form either personally or by an attorney-in-fact.  An appointment of a proxy is effective when received by the Secretary or other Board member authorized to tabulate votes who will be attending the meeting.  An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form;  provided, however, that no proxy shall be valid for more than three (3) years from its date of execution.

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ARTICLE  X.  COMMITTEES

Section 1.         Standing Committees

Each standing committee shall consist of a chairman and any additional members deemed necessary.  Standing committees may consist of both Board members and members of the Coalition.  Committee appointments shall be made by the President and approved by the Board of Directors.  The chairman shall be elected by the committee unless otherwise provided by these Bylaws.  Standing committees shall advisory in nature unless given additional power expressly conferred by these Bylaws.  Standing committees shall adopt rules for the conduct of business consistent with the rules of the Board of Directors and State Law.  The Board of Directors may request reports or other materials or services from these committees as deemed necessary.

A.     Executive Committee

The Executive Committee shall consist of the President, Vice-President, Secretary and Treasurer of the Board of Directors.  The Executive Committee shall oversee the day-to-day affairs of the Coalition.

B.     Nominating Committee

The Nominating Committee shall consist of five (5) members.  The Nominating Committee shall convene at least ninety (90) days before the annual business meeting to propose by category a slate of candidates to fill all openings created by expiring Board terms.  The slate shall be provided to the Secretary of the Board at least forty-five (45) days before the annual business meeting in order that elections may be conducted as required in Article IV, Section 3, of these Bylaws.

C.     Elections Committee

The Elections Committee shall consist of the Secretary of the Board and two (2) Coalition members.  The Elections Committee shall tabulate voting results as require in Article IV, Section 3, of these Bylaws.

D.     Finance Committee

The Finance Committee shall consist of the Treasurer of the Board and other appointed members.  The Treasurer shall serve as chairman of the Finance Committee.  The Finance Committee shall oversee the financial matters of the Coalition including receipts and expenditures of funds and shall prepare an annual budget as required under Article V, Section 11.  The Finance Committee shall recommend projects to raise revenue for the Coalition.

Section 2.         Special Committees

Special committees may be appointed by the Board of Directors.  In appointing any special committee, the Board of Directors shall clearly define the purpose of the special committee, the membership of that committee and the term of existence of that committee.

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ARTICLE  XI.  CHANGES IN BYLAWS ANDARTICLES OF INCORPORATION

The Bylaws and Articles of Incorporation shall be subject to additions, amendments, revisions or repeal by an affirmative vote of two-thirds (2/3) of the voting members present and voting at an annual business meeting.   Any proposed addition, amendment, revision or repeal of any Bylaw shall be submitted to the Board of Directors by a coalition member at least sixty (60) days before the date of the annual business meeting.  A description of all proposed changes to the Bylaws shall be included in the notice of the annual business meeting as required under Article IX, Section 1.  All proposed changes to the Bylaws and the recommendation of the Board of Directors regarding the adoption or rejection of each proposed change shall be presented to the Coalition at its annual business meeting.  Unless otherwise provided in the proposed change to the Bylaws, each change in the Bylaws shall be effective from and after its adoption by the Coalition.

The Bylaws and Articles of Incorporation shall also be subject to amendment by an affirmative vote of two-thirds (2/3) majority of the Board of Directors.  Any proposed amendment to the Bylaws may be adopted at a regular or special meeting of the Board of Directors.   A description of any proposed amendment to the Bylaws shall be included in the notice of regular meeting of the Board of Directors as required under Article IX, Section 3.  The Board of Directors may not adopt any amendment to the Bylaws, each amendment to the Bylaws shall be effective from and after its adoption by the Board of Directors.  The President of the Board of Directors shall provide a description of each proposed amendment to the Bylaws, the action of the Board of Directors and the date of that action to the Coalition at its annual business meeting.

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ARTICLE  XII.  DISSOLUTION OF COALITION

The Coalition may be dissolved as provided in Section 79-11-335 through 79-11-345, Mississippi Code of 1972, as they currently exist or are subsequently amended.  The plan for dissolution shall indicate to whom the assets owned or held by the Coalition will be distributed after all creditors have been paid.

No member of the Coalition shall be entitled to any distribution of the Coalition’s assets.

These Bylaws for the Mississippi Recycling Coalition were adopted on April 10, 1997, having met the approval of all those involved in the business of said Coalition.

                                                                        Signed by:

                                                                        Larry Joe Daughtry, President

                                                                        Robert Craig, Secretary

                                                                        Barbara H. Dorr, Secretary

                                                                        Ron Aldridge, Treasurer