The name of the Non-Profit Corporation is SOUTHEAST CONFERENCE.

Southeast Conference shall strive to develop and maintain a stable and diversified economy throughout Southeast Alaska that provides employment and business development opportunities for the citizens of the region. This development shall be based on a sensitive understanding of the perspectives within and among the communities of southeast Alaska regarding cultural heritage, community needs, and the desire of the southeast people to maintain and enhance the positive aspects and characteristics of the region that are vital to individual, family, and community well-being.

Municipalities, businesses, government agencies, organizations, and individuals who support the purposes of Southeast Conference may become members of the Conference upon submission of dues as outlined in the dues payment schedule. Alaska Legislators representing southeast Alaska are automatically considered members without payment of dues. Members shall be considered in good standing when their membership dues are current and they are in attendance at the Annual or Special Meeting.

Section 2. HONORARY LIFE MEMBERSHIP

Upon nomination by one member, with a second by another member, and by a majority vote of members in good standing, honorary life membership may be conferred upon an Alaskan resident who shall have rendered notable service to the Conference. Honorary life members shall have one vote.

Dues for Alaskan municipalities shall be based on most recent population figures provided by the Department of Community and Regional Affairs, dues for out-of-state municipalities, chambers of commerce, and individual members shall be a set rate, and dues for businesses and organizations shall be based on the size of the organization or corporation. A fee schedule shall specify the monetary amount of dues. The fee schedule shall be set by the Board of Directors, with ratification of changes by the membership at the Annual Meeting. Non-payment of dues by the Annual Meeting shall result in cancellation of membership. Dues payment for local non-unified governments will be split at local discretion.

The Southeast Conference Membership and Fiscal Year shall be July 1 of each year through June 30 of the next year.

All members in good standing shall be entitled to vote; the number of votes shall be based on the following structure. There shall be no proxy votes. The total votes of any entity may be represented by one person, as long as that person is an official representative of that entity. The act of the majority of members in good standing shall be the act of the Southeast Conference membership.

1 vote

• - individuals

• - businesses

• - corporations

• - non-profit organizations

• - honorary life members

• - outside municipalities

• - state or federal government agencies

2 votes

• - chambers of commerce

• - municipalities with population under 500

3 votes

•  - municipalities with pop. of 500 - 2,999

4 votes

•  - municipalities with pop. of 3,000 - 5,999 5 votes - municipalities with pop. of 6,000 and over

In the case of non-unified local governments, the borough population figures shall prevail and the allocated votes split at local discretion between borough and municipal representatives. No community which pays dues shall have less than one vote.

Transfer of membership is prohibited.

The Board of Directors and members shall meet annually for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. Notice of the Annual Meeting shall be delivered personally, by facsimile, or by mail, not less than 10 nor more than 50 days before the meeting.

A special membership meeting may be called by a majority of the Board of Directors or by a membership petition presented to the Board with a minimum of 50% of the votes represented by members. Notice of Special Meetings shall follow the same procedure as for Notice of the Annual Meeting. A minimum of 50% of the eligible membership votes must be represented at a Special Meeting in order for business to be conducted.

Meetings of the Corporation, Annual or Special, may be held only within the State of Alaska, except by majority vote at a previous meeting.

The officers of the Southeast Conference shall be President, 1st Vice-President, 2nd Vice-President, Past President, Secretary, and Treasurer.

The President shall call meetings of the Board, set meeting agendas, preside at meetings of the Directors and the members, represent the Southeast Conference, discharge all the duties which revolve upon a presiding officer, and perform such other duties as this Code of Bylaws provides or the Board of Directors may prescribe. The term of Presidency shall be one year.

The First Vice President and Second Vice President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as this Code of Bylaws may require or the Board of Directors may prescribe. The Second Vice President shall act as the Bylaws Committee Chair. The terms of vice-presidency shall be one year each.

The Secretary shall attend all meetings of the members and the Board of Directors and shall keep, or cause to be kept, in a book provided for the purpose, a true and complete record of the proceedings of such meetings. The Secretary shall oversee voting at the Annual or Special Meeting, which shall include issuing voting cards, working with the Nominations Committee, counting the ballots, and certifying the elections. The Secretary shall attend to the giving and serving of all notices of the Corporation, and shall perform such other duties as this Code of Bylaws may require or the Board of Directors may prescribe. The Secretary shall serve a 3 year term.

The Treasurer, who shall be bonded in the amount of $25,000 shall keep, or cause to be kept, the books of the Corporation; shall have authority to write checks from the Corporation account, to collect and deposit dues or other payments to the Corporation; shall prepare a financial statement prior to each meeting of the Board of Directors, and each year prior to the Annual Meeting shall provide for an independent financial review (or audit if required by a grant source); shall provide for a separate accounting of grant and other government funds received; and shall perform such other duties as this Code of Bylaws may require or the Board of Directors may prescribe. The Treasurer shall serve a three year term.

Whenever vacancies shall occur in any office, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until the next Annual Meeting.

In case of the absence of any officer from a Board meeting of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director or employee of this Corporation, for the time being, provided a majority of the entire Board concurs therein.

The Board of Directors shall have general supervision of the affairs of Southeast Conference, make recommendations to the membership for action at the Annual Meeting, and shall perform such other duties as are specified in these Bylaws. Any action taken by the Board of Directors, other than changes to the Articles of Incorporation and Bylaws and the membership fee schedule, shall be binding.

The Corporation shall be managed by a Board of eleven (11) voting Directors, who must be residents of the State of Alaska and be members in good standing of the Southeast Conference. The Board shall be comprised of the President, the 1st Vice President, the 2nd Vice President, the Past President, the Secretary, the Treasurer and five Board members. A minimum of five (5) members must be municipal representatives, elected or employed by their communities. A minimum of five (5) members must represent private enterprise and one (1) member may be a member-at-large, representing any member entity. A Director who is serving as a municipal representative must be in office or employed by the municipality at the time of the Annual Meeting to remain as a Director.

Any Board Member may appoint a representative to vote in their stead during a Board meeting. The appointment must be in writing. The designee must be a representative of the same membership entity as the Director making the appointment. The designee may not be another Board member.

Terms of the member elected to serve as 2nd Vice President shall be four years, allowing that member to serve a year as 2nd Vice President, 1st Vice President, President, and Past President. Terms of office of all other members shall be three years, except during the years in which staggered terms are determined and implemented. The initial staggering of terms shall be determined by the Board of Directors. Each Director shall hold office for the term for which he or she is elected, and until a successor shall be elected and qualified.

During the Annual Meeting, the Nominating Committee shall nominate members to fill expiring Board and officer terms. Members shall elect by majority vote officers and other members of the Board of Directors.

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected until the next Annual Meeting, at which time the membership shall vote to fill the unfinished term.

Seven members of the Board of Directors shall constitute a quorum for the transaction of business. The act of six of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

The entire Board of Directors or any individual Director may be removed from office without assigning any cause, by a majority membership vote at the Annual or Special Meeting.

Any Board member who fails to personally participate in 3 consecutive Board meetings, or at least 50% of the meetings in a given year (between Annual Meetings), may be replaced after the third non-participation meeting or at the next Annual Meeting.

Meetings of the Board of Directors shall be held at least semi-annually, with one meeting held at the time of the Annual Meeting. Meetings shall be called by the President of the Board or by at least six members of the Board.

Notice of meetings of the Board of Directors shall be delivered by letter, telegram, cable or facsimile, word of mouth, telephone, or radio no less than two days before such meeting. Notice of meetings of the Board of Directors may be waived in writing signed by the person or persons entitled to such notice, whether before or after notice. Attendance of a Director at a Board meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business, because such meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors, need be specified in the notice or waiver of notice of such meeting.

Executive sessions of the Board of Directors may be called only under the provisions of the Alaska Open Meetings Act (AS 44.62.310 (b)(c)).

A standing Bylaw Committee shall be appointed each year, with the 2nd Vice President acting as Chair of the committee.

A Nominations Committee shall be appointed each year, with the immediate Past President acting as Chair of the committee.

Committees shall be created as specified by resolutions passed by the membership at the Annual or Special Meetings or by the Board of Directors.

Committee chairs shall be members of the Board of Directors. The President shall appoint committee chairs and work in conjunction with those chairs to appoint members to committees taking into consideration geographic distribution, membership interest, and achieving a mix of private enterprise representatives and elected officials. Standing committee appointments shall be completed within one month of the creation of the committee. The President shall be an ex-officio member of all committees.

There shall be prepared for the approval of the Board of Directors, a comprehensive area plan for southeast Alaska which at minimum: (1) meets the requirements for a Resource Conservation and Development (RC&D) Area Plan as described in Part 522 of the National Resource Conservation and Development Manual, SCS, June 1993 and; (2) meets the requirements of a Regional Economic Development Strategy as required of an Alaska Regional Development Organization (ARDOR), 3 AAC 57.090. The area plan shall be periodically revised as required by RC&D or ARDOR regulations, or as necessary to reflect the vision, goals, and objectives of the people and communities of southeast Alaska.

Annually, there shall be developed and submitted to the Board of Directors for approval, a work plan and budget for implementing the area plan for southeast Alaska. The proposed activities shall be consistent with the goals and objectives of the area plan for southeast Alaska.

Upon approval by the Board, all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money by the Corporation, all deeds, mortgages and other written contracts and agreements to which the Corporation shall be a party, and all assignments of assets owned by the Corporation shall, unless otherwise required by law, be signed by any two of the following officers who are different persons: President, 1st and 2nd Vice Presidents, Secretary, Treasurer and immediate Past President. The Board of Directors may, however, authorize any one of such officers to sign any of such instruments, for and on behalf of the Corporation, without necessity of countersignature, and may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments.

Upon dissolution and liquidation of the Corporation, the assets of the Corporation available for distribution may only be distributed to a public or governmental agency, or to a non-profit corporation other than the membership, subject to the transferee’s acceptance of responsibility for using said assets in a manner compatible with the purposes for which this Corporation was organized.

These Bylaws may be amended at a meeting of the general membership by a majority vote, provided that proposed amendments have been recommended by the Board of Directors by a majority vote and presented to the membership at least 30 days prior to the membership meeting. Modifications to the Board recommended Bylaw amendments require a two-thirds vote of the membership.

The foregoing Code of Bylaws of the Southeast Conference was duly approved by the Board of Directors thereof on the 22nd day of September l984, amended on the 24th day of September 1988, amended on the 29th day of September 1990, amended on the 17th day of September 1993, amended on the 23rd day of October 1995, and amended again on the 24^th day of October 1998.

_________________ ________________

Linda Snow                     Tom Briggs

President                         Secretary