By Laws

Adopted October 24, 1981
Amended September 29, 1984
Amended September 27, 1986
Amended September 19, 1999
Amended August 3, 2008

Article I Name

The name of this organization is the Pennsylvania Association of Councils of Governments. It may be referred to as PACOG.

Article II Purpose

The purpose of PACOG is to serve its member organizations with the following activities:

Facilitating communication, coordination and cooperative action.

Providing general and technical aid.

Promoting beneficial legislation and regulation.

Article III Membership

1. Active membership is open to any Pennsylvania organization that is operating or has been chartered or established under The Intergovernmental Cooperation Law and which meets the following criteria:

Is established by formal action of the governing body of each of its municipal members.

Is composed of at least two municipalities.

Is active in the solution of problems common to its member municipalities.

2. Associate membership is open to organizations and individuals that do not qualify for active membership but who, in the opinion of the Board of Delegates, have a certain commonality of interests.

3. A member organization desiring to withdraw from PACOG shall do so by letter.

Article IV Officers

1. The officers of PACOG shall be a President, a First Vice President, a Second Vice President, a Third Vice President and the immediate Past President. All officers must be delegates from their respective organizations as specified in Article VI, paragraph 1.

2. The term of office shall be approximately one year starting at the end of one annual meeting of the Board of Delegates and extending to the end of the next annual meeting. Anyone who has served a full term as President may not be reelected to a second consecutive term but may be elected to any other office.

3. The President and Vice Presidents shall be elected at the annual meeting of the Board of Delegates at which time the Nominating Committee’s slate of candidates shall be presented. The President shall ask for and accept nominations from the floor for each office. When there is more than one candidate for any office, the vote shall be by paper ballot. Tie votes shall be settled by a flip of a coin.

4. A vacancy in the office of President, First Vice President, or Second Vice President shall be filled by the appropriate vice president moving up. A vacancy in the office of Third Vice President shall be filled at the next meeting of the Board of Delegates. The Board of Delegates shall be the sole judge of when a vacancy exists.

Article V Duties of Officers

1. The President shall chair all meetings of the Board of Delegates and the Executive Committee. The President shall appoint all committees.

2. The First Vice President shall fulfill the duties of the President when the latter is absent or incapacitated.

3. The Second Vice President shall fulfill the duties of the President when the latter and the First Vice President are absent or incapacitated. The Second Vice President shall be responsible for projects or areas specifically assigned.

4. The President or his/her designee shall sign all legal documents. The Executive Director shall be responsible for the maintaining of proper files and records and shall oversee the handling of the PACOG funds under the direction of the Board of Delegates.

Article VI Board of Delegates

1. The governing body of PACOG shall be a Board of Delegates. Each member organization shall annually designate a delegate to PACOG by action of the member organization.

2. Each member organization shall annually designate by action of the member organization an alternate delegate to PACOG to serve in the absence of its delegate.

3. A member organization may designate a substitute delegate to attend the annual meeting if neither the delegate nor the alternate will attend. The substitute may be anyone selected by the member organization and must present a letter from the member organization stating that he/she is the substitute delegate.

Article VII Administration

1. The Board of Delegates may appoint or employ an Executive Director and other staff and shall specify the duties of such person(s). The duties may include any or all of the following:

a. Maintain ongoing files and financial records.

b. Prepare meeting agenda and minutes.

c. Prepare an annual budget.

d. Collect dues and process payments of bills.

e. Handle routine correspondence.

f. Publish a newsletter.

g. Other duties as determined by the Board of Delegates

2. The Board of Delegates shall reimburse staff members for approved travel and related expense.

Article VIII Meetings

1. The annual meeting of the Board of Delegates shall be scheduled in the autumn, where practical, as part of an annual conference. A quorum for an annual meeting of the Board of Delegates shall be all those in attendance at the meeting. Any change in the dues structure of member organizations and any amendments or revision of the bylaws can only be accomplished at the annual meeting of the Board of Delegates.

2. Other meetings of the Board of Delegates shall be held as needed. Such meetings shall be called by the President either on his/her own initiative or at the request of any two officers.

3. Roberts Rules of Order shall be the parliamentary guide for the conduct of all meetings.

Article IX Finances

1. The fiscal year is the calendar year.

2. Dues are due prior to April 1. Non payment of dues by April 1 shall cause membership to lapse.

3. New member organizations joining after July 1 shall pay half the dues for the year.

4. The Board of Delegates shall establish the annual budget and the fees for the annual conference. The membership shall establish the active membership dues and the associate membership dues at the annual meeting of the Board of Delegates.

5. At the end of each calendar year the President shall require an annual audit to be conducted. An audit report shall be submitted and presented at the next Board of Delegates meeting.

Article X Committees

1. The five officers shall constitute an Executive Committee. The Executive Committee may take action on matters that cannot wait for the next Board of Delegates meeting. The Executive Committee may establish PACOG’s position on upcoming legislation when speed is essential. All action taken by the Executive Committee shall be reported at the next Board of Delegates meeting. The Executive Committee may choose to function by phone or correspondence.

2. A Nominating Committee consisting of three delegates, only one of whom may be a member of the Executive Committee, shall be appointed by the President at least 60 days prior to the annual meeting. Each member organization shall be promptly advised of the Nominating Committee’s appointment and asked to submit to the committee’s chairperson the names of potential candidates for office. The Nominating Committee shall present its report at the annual meeting of the Board of Delegates.

3. Other committees may be appointed as needed.

Article XI Amendments

1. Amendment or revision (a complete rewrite) of these By-laws may be effected by a majority vote at the annual meeting of the Board of Delegates provided the proposed amendments or revision has been mailed to each member organization two weeks prior to the annual meeting of the Board.

2. An approved amendment or revision becomes effective at the end of the meeting at which it was approved unless otherwise stated in the amendment or revision. Approval of a revision (a complete rewrite) renders void all parts of the previous By-laws.

Article XII Adoption

1. These PACOG By-laws shall become effective immediately upon action by the membership.

2. The PACOG By-laws adopted September 19, 1999, and all other previous By-laws are hereby rendered void.