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1994-053-RES WHEREAS, NATIONAL LEAGUE OF CITIES BOARD OF DIRECTORS HAVE BYLAWS AMENDMENTS RESOLUTION NO. 94-053 WHEREAS, the National League of Cities Board of Directors have proposed Bylaws Amendments, and The Official Ballot For Member Cities has been furnished to the City of Paris; and, WHEREAS, the recommended changes to the National League of Cities Bylaws attached hereto as Exhibit A deems to be appropriate; and, WHEREAS, it is deemed appropriate that the City of Paris exercise its voting right by casting its ballot, and that the Mayor be authorized to execute the Official Ballot for the City of Paris in the form of Exhibit B attached hereto; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the Mayor of the City of Paris, Don Shelton, be, and he is hereby authorized and directed to execute on behalf of the City of Paris the Official Ballot for the City of Paris in the form attached hereto as Exhibit B by voting YES for Amendments A through E. PASSED AND ADOPTED this 12th day of May, 1994. ATTEST: Mattie Cunningham, City Clerk T. K. Haynes, City Attorney RESWRK: NLCVOTE RECOMMENDED CHANGES TO THE NLC BYLAWS (Note: new language is underlined and deleted language is in brackets.) Amend Section 1 of Article I to read as follows: Section 1. NAMES, OBJECTS, AND MEANS. The National League of Cities is an instrumentality [membership organization] of general purpose local governments and state municipal leagues dedicated to advancing the public interest, building democracy and community, and improving the quality of life by strengthening the capacity of local governance and advocating the interests of local communities. Amend Sections 1 and 2 of Article III on Officers and Board of Directors to read as follows: Section 1. LEAGUE OFFICERS. The officers of this National League shall be a president, a first vice president, a second vice president, the immediate past president, all past presidents while in elective office in a city, and the Executive Director, [and members of the Board of Directors]. The Executive Director shall be appointed by the Board of Directors and shall hold office at the pleasure of that Board. The Executive Director shall be the secretary and treasurer of the National League. The president, first vice president, and the second vice president elected at the annual meeting shall hold office for one year or until their successors are qualified. [Twenty members of the Board of Directors shall be elected each year to serve for a term of two years or until their successors are elected and qualified.] The term of office of all newly-elected and designated officers shall commence immediately on adjournment of the annual meeting. Section 2. BOARD OF DIRECTORS. There shall be a Board of Directors consisting of 40 members and the National League president, first vice president, and second vice president, plus all National League past presidents in elective office in a city, which shall conduct the affairs of the National League when representatives of the membership are not assembled, including, by a majority vote of the Board of Directors members, determination or modification of national municipal policies on national legislation affecting cities. The Board of Directors may refer to the membership by letter ballot any matter which is not otherwise provided for in these bylaws, the voting thereon to be as provided in Section 5 of Article IV. Twenty members of the Board of Directors shall be elected each year to serve for a term of two years or until their successors are elected and qualified. The term of office of all newly-elected Board members shall commence immediately on adjournment of the annual business meeting. The president and first vice president shall be chairman and vice chairman respectively of the Board of Directors. EXHLBlIA . OFF '"AL BALLOT FOR MEMBER CI'" '8 On Changes to the Bylaws of the National League of Cities April 12, 1994 Do you favor amending the Bylaws of the Nationall..€ague of Cities as proposed below in Amendment" A through E? YES NO A. Definitions Amend Section 1 of Article I to clarify NLC's corporate definition as an "instrumentality of government" for tax purposes. B. Officers and Board of Directors Amend Sections 1 and 2 of Article III to clarify the distinction between the NLC Officers and the NLC Board of Directors. C. Size of the Nominating Committee Amend Section 5 of Article III to increase the size of the Nominating Committee from 11 members (including the chair) to 15 members (including the chair) and to specify that the most immediate past president will serve as chair. D. Advisory Council Amend Section 7 of Article III to pernlit individuals who leave public office after having served on the Board of Directors and the Advisory Council to resume service on the Advisory Council upon return to elective office. E. Board and General Membership Meetings and Voting Procedures Amend Article IV, Sections 1,2, and 3 to clarify procedures for membership meetings and add a new Section 6 to Article IV to establish procedures for meetings of the Board of Directors including definition of a quorum. Signature for member city: Mayor's Signature Mayor's Name D D D D D City State Number of votes cast ! Date ,1994 Return in the enclosed envelope to: Nationall..€ague of Cities Attention: Donald J. Borut 1301 Pennsylvania Ave., NW Washington, DC 20004 Your signed ballot must be received by May 23, 1994, if it is to be counted. EXHIBIT 8 D D D D D