ARTICLE I:  NAME

The name of this corporation will be South Carolina Industry Liaison Group, Inc.  (“SC ILG”).

ARTICLE II:  ADDRESS

The principal office of the SC ILG shall be in the State of South Carolina at a location designated by the Secretary. 

ARTICLE III:  STATUS

A. The SC ILG shall be a non-profit organization established and operated in accordance with the provisions of 26  U.S.C. §§ 501(c)(6) and 509(a)(1-3) and the regulations thereunder, and South Carolina Code §§ 12-7-415 and 12-7-430(h). 

B. The SC ILG shall not carry on any activity prohibited by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended. No part of the net earnings of the SC ILG shall inure to the benefit of, or be distributed to its members (if any), trustees, directors, officers, or other private persons, except that the SC ILG shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth below.  No substantial part of the activities of the SC ILG shall be the carrying on of propaganda, and the SC ILG shall not otherwise attempt to influence legislation.  The SC ILG shall not participate in, or intervene in, political campaigns on behalf of any candidate for public office.  The SC ILG shall not carry on any other activities prohibited by a corporation exempt from federal income tax under Section 501(c)(6) of the U.S. Code, or corresponding section of any future federal tax code.

C. The fiscal year of the SC ILG will start on January 1 and end December 31 of each year.

ARTICLE IV:  GOALS AND OBJECTIVES

The goals and objectives of the SC ILG shall be the following:  (1) to provide assistance in the professional development of its membership; (2) to provide leadership in establishing and supporting standards of excellence in every phase of equal employment opportunity and affirmative action compliance; (3) to assist members in valuing and leading a diverse work force; (4) to serve as a focal point for the exchange of information with members; and (5) to foster and strengthen the partnership of the Office of Federal Contract Compliance Programs (“OFCCP”), the Equal Employment Opportunity Commission (“EEOC”), and other government agencies with government contractors to enhance cooperative efforts in a proactive way, and to do all things necessary or convenient, and not inconsistent with law, to further these goals.

ARTICLE V:  MEMBERSHIP

A. Any individual regardless of race, creed, color, sex, national origin, religion, disability, veteran status, age, or any other characteristic protected by federal or South Carolina state law, who is actively engaged in the practice of an equal employment opportunity or affirmative action related activity, and who agrees to pay the dues described in Article VI, is eligible to apply for membership in the SC ILG.  All members shall be individuals, not corporations or other entities, and memberships are not transferable.

B. Interested individuals may complete an application for membership.  The Board of Directors, or its designee, shall have the discretion to approve applications for membership, and that decision will be final.

C. A member may resign at any time; provided, however, the resignation of a member does not relieve the member from any obligations the member may have to the SC ILG as a result of the obligations incurred or commitments made before such resignation.

ARTICLE VI:  DUES

A. Dues for membership in the SC ILG will be determined annually by the Board of Directors.  If no action is taken, the dues will remain the same from one year to the next.

B. Dues paid other than in January shall be for the then current fiscal year and shall not be pro-rated.

C. All dues and fees will be payable within thirty (30) days when billed by the Treasurer or his/her designee.  When any member owes dues or is otherwise indebted to the SC ILG for a period of sixty (60) days, the matter may be brought to the Board of Directors for consideration and appropriate action.

ARTICLE VII:  BOARD OF DIRECTORS

A. The Board of Directors (“Board”) shall have ultimate authority over the conduct and management of the business and affairs of the SC ILG.  All Directors shall be members of the SC ILG; provided, however, that only one person from any organization may serve on the Board at any one time.   

B.    The Board will be composed of no more than nine (9) Directors, including four (4) Officers (see Article VII). 

C. Elections for new Directors shall be held in November or December annually, as needed.  The Directors and/or members will propose nominations for expiring positions.  Directors shall be elected annually by simple majority vote of the SC ILG membership voting.  Directors shall serve three-year terms, beginning on January 1st following the election, provided, however, that the Board seated in January 2008 will serve the remainder of their terms pursuant to the prior by-laws.  A Director may be elected for successive terms. 

D.      A Director may only be removed from the Board by a vote of two-thirds (2/3) majority of the Board.   

E. A vacancy on the Board caused by any reason other than an expiring term may be filled for the remainder of the unexpired term by a simple majority vote of the Board.

F.    A majority of the Directors in office immediately preceding the meeting shall constitute a quorum for voting purposes at any meeting of the Board of Directors.  No business requiring Board voting will be approved without a majority vote by all Board members present, unless specifically noted otherwise in these By-laws. 

G.    A representative from the OFCCP will be invited to attend and participate in all Board and member meetings.  Such representative, however, may not vote on SC ILG business. 

H. Only those individuals designated by the Board shall have the authority to enter into any contracts or agreements or to execute and deliver any instrument in the name of and on behalf of the SC ILG. 

ARTICLE VI    II:  OFFICERS

A. There will be no more than four (4) Officers of the SC ILG:  President, President-Elect, Secretary, and Treasurer.  At the expiration of their terms, the President shall become Immediate Past President, and the President-Elect shall become the President.  An individual is not eligible to be President-Elect, Secretary, or Treasurer unless he/she has served at least one year on the Board.  The Board may vote by simple majority to have fewer Officers or to combine one or more of the Officer positions. 

B. All Officers shall serve a one-year term in each position, beginning on January 1st. 

C. Only individuals who are members of the SC ILG are eligible to serve as an Officer.

D.    Except as may otherwise be provided by law or in the SC ILG’s Articles of Incorporation, any Officer may be removed by the Board at any time, with or without cause, by a two-thirds (2/3) vote of the Board.  A vacancy in any office may be filled by the Board for the remainder of the unexpired term. 

E. The duties of the Officers will be as follows:

1. The President’s key responsibilities and objectives are:  (1) to plan, organize, and determine objectives for the coming year’s activities; (2) to preside over all meetings of the membership and Board; (3) to call special meetings of the membership or the Board, if necessary; (4) to serve as Ex-Officio member of all committees; and (5) to perform any other duties as designated by the Board.

2. The President-Elect’s key responsibilities and objectives are:  (1) to assume the responsibilities of the presidency in case of the absence of the President; (2) to begin to plan the goals and objectives of the SC ILG for the President-Elect’s term as President; (3) to work on special projects as assigned by the President or Board; and (4) to periodically review and update the SC ILG’s By-laws to facilitate recommendations by the Board for approval by the members.

3. The Secretary’s key responsibilities and objectives are:  (1) to record and maintain minutes of all meetings of the membership and Board; (2) to maintain a current record of the name and address, in alphabetical order, of each member; and (3) to handle all correspondence on behalf of the SC ILG.

4. The Treasurer’s key responsibilities and objectives are:  (1) to maintain financial records and funds; (2) to process in a timely manner receipts and disbursements; (3) file any required government records including any federal or state tax records; (4) present financial reports at all Board meetings.

F. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the SC ILG shall be signed by the Treasurer and/or the President. 

ARTICLE IX:  COMMITTEES

All committees shall be chaired by an Officer or Director.  The Board may adopt the following standing committees:

A. Program Committee shall plan and organize programs for members that meet the objectives of the SC ILG.

B. Membership Committee shall recruit members and coordinate all activities relating to membership, including providing applications for membership.

C. Communications Committee shall be responsible for disseminating communications to members regarding program events, regulatory changes, and other newsworthy items.   

The Board may appoint ad hoc committees as deemed proper and necessary to fulfill objectives and purposes of the SC ILG. 

ARTICLE X:  AMENDMENTS

The By-laws may be amended upon recommendation of the Board and ratified by a two-thirds (2/3) majority of the membership after giving written notice of such proposal to each member at least ten days prior to the action on any amendment. 

ARTICLE XI:  INDEMNIFICATION

A. To the extent not inconsistent with S.C. Code § 33-8-500, et seq., the SC ILG shall not be liable for loss or damage suffered by it on account of any action taken or omitted by a Board member or an Officer in good faith, if such person exercised or used the same degree of care and skill as a prudent man would have exercised or used in the circumstances in the conduct of his own affairs.

B. To the extent not inconsistent with S.C. Code § 33-8-500, et seq., and related state laws, every person (and the heirs and personal representatives of such person) who is or was a Board member or an Officer shall be indemnified by the SC ILG against all liability and reasonable expense that may be incurred by him or her in connection with any claim, action, suit or proceeding (other than a proceeding in which such person shall have been adjudged to be liable to the SC ILG ) by reason of the fact that he or she is or was a Board Member or an Officer.

C. The rights of indemnification provided for in this Article shall be in addition to any rights to which any such Board member or Officer may otherwise be entitled. Irrespective of the provisions of this Article, the Board may, at any time and from time to time, approve indemnification of Directors, Officers, employees, or other persons to the full extent permitted by the law of the State of South Carolina, whether on account of past or future transactions.

D. The Board is authorized and empowered to purchase insurance covering the SC ILG’s liabilities and obligations under this Article and insurance protecting Directors, Officers, members, and employees.

ARTICLE XII:  DISSOLUTION

The SC ILG may be dissolved and its business terminated upon a two-thirds (2/3) majority vote of its members after ten (10) days notice is provided to each member. 


I certify that these By-laws of the SC ILG were duly adopted by the members of the SC ILG.




__________________________________
Robyn McCay
Secretary


Date of Certification:    ________________