Coalition By-Laws

Article I: General Provisions

Section 1.01 Intent.

These Bylaws are intended to provide for the orderly and effective conduct of the Governors’ Ethanol Coalition.

Section 1.02 Purpose.

The purpose of the Governors’ Ethanol Coalition (Coalition) is to coordinate national legislative activities and research of the member states, and develop international alliances for the purpose of expanding the production and use of ethanol worldwide.

Section 1.03 Rules of Conduct.

The rules contained in Robert’s Rules of Order, Revised, shall govern the conduct of the Coalition in all cases to which they are applicable and when not inconsistent with these Bylaws.

Section 1.04 Amendments.

New Bylaws may be adopted or these Bylaws may be amended or suspended by the vote or written consent of two-thirds of the members of the Coalition.

Article II: Mailing Address

Section 2.01 Mailing Address.

The official mailing address of the Coalition shall be:

Governors’ Ethanol Coalition
1111 “O” Street, Suite 223
P.O. Box 95085
Lincoln, Nebraska 68509-5085

Article III: Members

Section 3.01 Composition.

The Coalition shall be composed of the governors of states or chief executives of recognized United States Territories who have affirmatively elected to join the Coalition. Membership will continue until 30 days after written resignation is submitted to the Chair by the Governor of a state or the chief executive of a recognized United States Territory. Each member shall have one vote.

Representatives of foreign countries shall petition the Coalition for associate membership. Associate members can participate in the activities of the Coalition, but do not have voting privileges.

Section 3.02 Officers.

A. The Chair and Vice Chair shall be elected by majority vote by all the Governors of the states in the Coalition, but shall not be from the same political party. The Vice Chair shall serve as Acting Chair in the absence of the Chair.

B. President (Chair) and Vice-President (Vice Chair).

  1. There shall be a President and Vice-President of the corporation, and shall be the same persons as the Chair and Vice Chair respectively.
  2. The duties of the President (Chair) shall be:
    (a) To sign all contracts in the name of the corporation, and all drafts, notes, or other orders for the payment of money;
    (b) To represent the corporation in all of its contracts for employment and consultation agreements at the direction of the Members; and
    (c) To supervise or otherwise be responsible for the day-to-day management of the corporation and perform all duties of the corporation and perform all duties incident to his/her office as required by law.
  3. The powers of the President (Chair) shall be to:
    (a) Act as the agent of the corporation, subject to direction of the Members;
    (b) Perform any function required of him/her by the Members; and
    (c) Delegate any and all of his/her powers and duties to the Vice-President, (Vice Chair) with the approval of the Directors.
  4. The Vice-President (Vice Chair) shall serve in the President’s (Chair’s) absence and shall have any or all powers specifically delegated to him/her by the President (Chair).

C. Secretary/Treasurer

  1. The corporation shall have a Secretary/Treasurer elected by the Members.
  2.  The duties of the Secretary/Treasurer shall be to:
    (a) Keep the minutes of the meetings of the Members;
    (b) Be responsible for giving notice of meetings and special meetings as directed by the Chair of the Directors;
    (c) Be custodian of the seal and records of the corporation;
    (d) Cause all books, reports, statements, and certifications to be properly kept; and
    (e) Have care and custody of the funds of the corporation;
    (f) Sign all notes, drafts, and orders for payment of money in the name of the corporation and under the direction of the President (Chair) or Directors;
    (g) Keep accurate books of account of all the business and transactions of the corporation;
    (h) Make a draft financial report to the executive committee, and a full and final financial report to the Directors at their annual meeting; and
    (i) Perform all duties incident to the office of Secretary/Treasurer as required by law.

D. Any person may serve in the capacity of more than one officer; however, in no case shall the office of the President (Chair) and Secretary/Treasurer be held by the same person nor shall the office of Secretary/Treasurer be held by representative of state that serves as fiscal agent.

Section 3.03 Term of Office.

The Chair and Vice Chair shall serve in their respective offices for a term of one year, beginning January 1. The Vice Chair shall assume the Chair at the end of the Chair’s term and a new Vice Chair shall be elected in accordance with Section 3.02.

Article IV: Meetings of the Coalition

Section 4.01 Meetings.

Meetings of the Coalition shall be the same as meetings of the Board of Directors and be held at least twice a year the first of which shall be the annual meeting held on the second Monday of February or at the call of the Chair, at a place designated by the Chair upon reasonable notice. Any time a majority of the members of the Coalition formally petition the Chair for a meeting of the Coalition, the Chair shall call a meeting in accordance with this section. A conference call shall constitute a meeting of the executive committee, and this shall require a 48-hour notice.

Section 4.02 Quorum.

A presence in person of nine members of the Coalition shall constitute a quorum for the transaction of business.

Section 4.03 Voting.

When a quorum is present, the affirmative vote of the majority of the present and voting members of the Coalition shall be the act of the Coalition. Governors may designate in writing a representative/designee to vote on their behalf. Such designations shall be filed with the Chair of the Coalition.

At all meetings, the representative/designee of each governor shall be entitled to vote.

Unless otherwise specified, the affirmative vote of a majority of the governors present and entitled to vote, or those represented by the appointed representative/designee at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon.

Voting by proxy is authorized at any Coalition meeting or convention, and at meetings of the Executive Committee, Standing Committees, or other appointed committees and task forces, but a representative/designee may only confer a voting right upon another individual by executing a written proxy. When a proxy is conferred, the conferring representative shall notify the Chair of the Coalition or the representative/designee of the identity of the person to whom such proxy was conferred for records of the Coalition. Such notification must be given prior to any official action taken by the proxy on behalf of the representative/designee. Notification of proxy must be given for each meeting at which the representative intends to declare a proxy.

Section 4.04 Notice.

Written notice of each regular or specially called meeting, including agenda and supporting materials shall be delivered to the designated members not less than fourteen days prior to the meeting.

Section 4.05 Routine Coalition Communications.

All routine official communications from the Coalition to other individuals, organizations, or the public, shall be signed by the Chair of the Coalition after each member of the Executive Committee has had five calendar days to review the communication.

If any member of the Executive Committee objects to the content of the communication, a conference call of the Executive Committee will be scheduled to bring consensus on the communication. If no reply is received from members of the Executive Committee, it is assumed the communication is accepted.

Section 4.06 Urgent Official Coalition Communications.

Should the Chair determine a need for urgent communication from the Coalition to other individuals, organizations, or the public, the communication must be approved in advance by all members of the Executive Committee. After such communication is issued, all Coalition members shall receive copies of the correspondence as soon as possible, but no later than seven working days after the communication.

Section 4.07 Correspondence to Governors.

Once a governor has identified his or her representative/designee, all Coalition related correspondence between governors shall be presented to and reviewed by the representative/designee of that state before being sent to the governor.

Section 4.08 Minutes.

The Chair shall ensure that minutes of the proceedings of every Coalition meeting are recorded in writing and mailed to all members of the Coalition not less than fourteen days prior to the next regularly scheduled meeting.

Article V: Committees

Section 5.01 The Executive Committee.

A. The Executive Committee of the Coalition shall consist of the following members:

  1. Chair’s Representative/Designee.
  2. Vice Chair’s Representative/Designee.
  3. Past Chair’s Representative/Designee.
  4. Environment Chair’s Representative/Designee.
  5. International Chair’s Representative/Designee.
  6. Policy Chair’s Representative/Designee.
  7. Research Chair’s Representative/Designee.
  8. Economic/Marketing Chair’s Representative/Designee.
  9. Ethanol Vehicle Chair’s Representative/Designee.
  10. Finance/Budget/Audit Designee.

B. Powers of the Executive Committee shall include:

  1. Review and approval of requests from other organizations to co-sponsor meetings; and
  2. Review and approval of requests from members for costs which would require the use of contingency funds.

Section 5.02 The Standing Committees.

The Standing Committees of the Coalition are as follows:

  1. Environment.
  2. International.
  3. Nominating.
  4. Policy.
  5. Research.
  6. Finance/Budget.
  7. Economic/Marketing.
  8. Ethanol Vehicle.
  9. Resolutions Committee.
  10. Compensation Committee.
  11. New Sources Committee.

Section 5.03 Committees.

The Chair may create one or more committees or task forces, each consisting of three or more members to serve at the pleasure of the Chair. Such committees or task forces may be designated and appointed by a resolution adopted by a majority of the voting members present at the Coalition meeting at which a quorum is present. Otherwise, the Chair shall appoint members to the committees, and, except as provided in Article VI, shall appoint a Committee Chair from among the committee members. No member shall concurrently serve as Chair of more than one committee. The Chair of the Coalition shall be an ex-officio member of all committees, with the exception of the Nominating Committee. State representatives/designees to the Coalition shall be notified of all committee members following adoption by the Coalition.

The Nominating Committee shall have three members of the Coalition appointed by the Chair. The committee shall present its recommendations for Vice Chair at a meeting of the Coalition.

Article VI: Finance

Section 6.01 Fiscal Agent.

The State of Nebraska shall be the fiscal agent for the Governors’ Ethanol Coalition. Amending these Bylaws in accordance with Section 1.04 may change the fiscal agent. The fiscal agent is authorized to accept and expend monies on behalf of the Coalition to be used for the purposes and goals of the Governors’ Ethanol Coalition as determined by the members.

The fiscal agent shall render to the Chair and to the Finance Committee, whenever requested, a written account of all of the fiscal agent’s transactions, and of the financial condition of the Coalition. The fiscal agent shall render such accounting to all members of the Coalition at least once yearly by mailing the accounting to the members or by providing the accounting, in writing, at a regular meeting.

Section 6.02 Finance/Budget Committee.

A Finance/Budget Committee, appointed pursuant to Section 5.03, shall review all applications or requests for funds, including grants. Expenditures of greater than $1,000 shall be approved by the affirmative vote of a majority of the present and voting members of the Coalition or their appointed representative/designee, at a regular or specially called meeting under Section 4.01.

The Secretary/Treasurer, or the appointed representative/designee, of the Coalition shall serve as Chair of the Finance Committee, which shall have no less than two and no more than four members, appointed by the Chair of the Coalition or the appointed representative/designee. The Finance/Budget Committee shall be responsible for oversight of the financial structure of the Coalition and shall make financial policy, create and review budget recommendations to the Coalition members and its Executive Committee to be voted upon. Committee activities shall include review of financial management policies, budget, audit, and investment policy. The Finance Committee shall be responsible for the proper audit of the Coalition accounts, and shall report to Coalition members.

Article VII: Board of Directors

7.01 Board of Directors.

A. Members. The corporation shall have a Board of Directors (hereinafter referred to as Directors) consisting of all the member Governors. Each Governor shall sit as a Director only during the period in which he/she serves as Governor of his/her state. A member Governor may delegate his seat on the Board of Directors to his or her State Representative. Appointment to the Board of Directors shall be coterminous with the Governor’s term of office as Governor of his/her state, unless the corporation is notified by the Governor that he/she will not be an active member. Until further notice, such non-active Governor(s) will not be a Director(s) and will not be able to exercise any of the powers or undertake any of the obligations granted in these Articles or in the corporation’s Bylaws. The current Directors shall consist of the Governors of the member states.

B. Directors’ Powers. The directors shall have the power to:

  1. Create any subcommittee or office to implement the purposes of the corporation;
  2. Approve the annual budget, Annual Work Plan and Annual Report as provided in the Bylaws, as amended from time to time;
  3. Provide for amendment to the Articles as provided herein and the Bylaws, as directed by the Directors of the corporation;
  4. Draft Bylaws and provide for their amending;
  5. Accept gifts, bequests, and grants from individuals, firms, partnerships, foundations, and government agencies in accordance ith the financial guidelines provided in the Bylaws, as amended from time to time;
  6. Consider and pass resolutions as provided by the Bylaws;
  7. Create an executive committee of the Directors and delegate ny or all powers of the Directors to the executive committee;
  8. Employ such staff as necessary to carry out the purposes of the corporation;
  9. Require any officer of the corporation, or members of the corporation staff, to be bonded in an amount set by the Directors; and
  10. Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

C. Directors’ Duties. In addition to the duties imposed by law, the Directors shall have the following duties:

  1. Meet at least annually, at which time the Directors shall approve an Annual Report, Annual Work Plan, and budget;
  2. Prepare, or authorize preparation of, an annual assessment of the programs, projects and activities of Coalition as part of the Annual Report;
  3. Include as part of the Annual Report an assessment of membership dues on each member;
  4. Elect a Chair of the Directors and create such other positions within the Directors as may be necessary at
    each annual meeting to serve for one year, or until such time as a new Chairperson is elected; and

D. Powers of Each Director. Each Director shall have the power to:

  1. Call for special meeting, as provided in the Bylaws; and
  2. Serve as a Director on the Board of Directors of any other corporation unless prohibited by law.