By Laws

HELENA INTERNATIONAL AFFAIRS COUNCIL RECONSTITUTED BYLAWS  

ARTICLE I - PURPOSE SECTION 1. The Helena International Affairs Council ("HIAC") was established as the initial volunteer staff for the Helena Cultural and Economic Affairs Office in the Office of the Mayor, City of Helena, on February 14, 2000, by the Helena City Commission. SECTION 2. The HIAC may solicit additional citizen participation to carry on its mission and goals, adopted on January 11, 2000. SECTION 3. It is the obligation of the HIAC to work closely with and to establish cooperative effort with the Helena City Commission, City staff, and Mayor, of the City of Helena.  It is the responsibility of the HIAC to increase its own knowledge and capability in carrying out its duties and to inform the general public of the activities of the HIAC. 

ARTICLE II - MEMBERSHIP SECTION 1. The HIAC shall be composed of nine (9) Council members (hereinafter, “members”). SECTION 2. A. All HIAC Council members shall serve a term of three (3) years and be appointed by the Mayor with concurrence by the City Commission, pursuant to the terms of the City of Helena Charter.  Each of their terms shall run from the day after the day of the last City Commission meeting in October through the day of the last City Commission meeting in October of the last year of their respective terms. B. Council membership shall consist of seven (7) at-large, individual members and two (2) permanent representatives, one (1) designated by Carroll College and one (1) a representative of Helena’s arts community designated by the director of the Montana Arts Council. C. Individual Council members may serve one (1) additional three- (3) year term. D. The Council may appoint, from time to time, “Associates,” nonvoting volunteers to the Council who are regular participants in the activities of the Council. SECTION 3. A Council member's position is deemed to be vacant before the expiration of the term if so declared by the HIAC on the occurrence of any one (1) of the following: A. The member fails to attend three (3) consecutive meetings of the HIAC without good cause. B. The death of a member. C. The resignation of the member. D. The member moves from the City of Helena area. SECTION 4. If a vacancy occurs on the HIAC as set forth in Section 3 immediately above, the HIAC, after an affirmative vote of a majority of its members, may recommend the name of a person to the Mayor for appointment by the Mayor with concurrence by the City Commission, to fill the remainder of that term.  SECTION 5. No at-large member, or representative of Carroll College or the Helena arts community, may serve more than six (6) years on the HIAC by operation of this section, or otherwise. Associates serve at the pleasure and permission of the Council and may resign, be dismissed or replaced at any time. SECTION 6. The Council membership of HIAC, in accordance with the City Charter, shall be open to include any person who lives in the Helena area and has an interest in promoting and assisting the City of Helena and the HIAC with efforts in the conduct of international economic and cultural affairs, pursuant to its mission and goals.  Associate positions are open to any individuals or entities.

ARTICLE III - OFFICERS AND ELECTION OF OFFICERS SECTION 1. The officers of the HIAC shall number three (3) and be the Chair, Vice-Chair, and Secretary/Treasurer. The officers’ terms shall run consistent and concurrent with their terms as Council members. SECTION 2. All officers shall be members of the HIAC and shall be elected by majority vote of the members of the HIAC to serve in one position for a term of at least one (1) year but no more than two consecutive years. The HIAC shall fill any unexpired term at a next regular monthly meeting following a notice of vacancy received at least one (1) month earlier. Terms filled between regular term dates shall run until the end of the regular term.

ARTICLE IV - DUTIES OF OFFICERS SECTION 1. The Chair of the HIAC shall preside at meetings of the HIAC and is eligible to vote. The Chair shall appoint the chairs of any standing committees. The Chair shall appoint special ad hoc committees as may be necessary.  The Chair shall be responsible for the preparation of the agenda and conducting all meetings in an orderly manner.  The Chair shall cause periodic reports to be made to the City Commission regarding the progress and recommendations of the HIAC. SECTION 2. The Vice Chair of the HIAC shall perform all duties and assume all the responsibilities of the Chair should the Chair be absent or unable to serve.  The Vice Chair shall succeed to the Chair in the event of a vacancy therein. The Vice Chair then shall be declared vacant. In such an event, the Council shall develop a slate of candidates. SECTION 3. The HIAC shall direct the Secretary/Treasurer or a representative of the HIAC in the keeping of accurate records on all proceedings of the HIAC. The Secretary/Treasurer or a designee shall supervise the issuance of all necessary notices and reports, and keep attendance records. The Secretary/Treasurer of the HIAC shall account for funds entrusted to the HIAC and shall report on the status of the budget and expenditures at the HIAC meetings.

ARTICLE V - MEETINGS SECTION 1. Regular meetings of the HIAC shall be held every month unless canceled by a majority vote of members present at a regular HIAC meeting.  Special meetings may be called at the discretion of the Chair or by a majority vote of the current membership of the HIAC. Notices and agendas of meetings shall be given in advance and no later than two days prior to a meeting. SECTION 2. A quorum, whether by meeting or by response consists of five (5) members of the HIAC. The Chair, at its discretion from time to time, may transact official business of the HIAC by e-mail or other form of communication with the other members, outside of a regularly scheduled meeting, so long as accurate records of any such proceedings are maintained as set forth above.  A Quorum shall be necessary for the transaction of any official business at an HIAC meeting. SECTION 3. Parliamentary conduct of the meetings may be in accordance with Robert's Rules of Order, newly revised. SECTION 4. All meetings of the HIAC shall be open to the public. Notice of any said meetings shall be publicized in advance. Notice may be at least two (2) days prior to the public meeting or at regular intervals, in the local newspaper. Notice of meetings is the responsibility of the HIAC Officers or as designated by the Officers.

ARTICLE VI - COMMITTEES SECTION 1. The HIAC Chair shall designate any volunteer standing and ad hoc committees necessary to facilitate its work advising the City Commission.  Any recommendations of standing, ad hoc or subcommittees shall be adopted, if at all, only after review and consideration of the Council at an HIAC meeting as set forth herein. SECTION 2. The HIAC Chair shall appoint the chair of each standing and ad hoc committee from its membership.  Each committee chair may appoint a vice-chair from the membership of the committee, and organize as it sees fit to accomplish its appointed duties. SECTION 3. Standing committee chairs may appoint subcommittees to address specific issues.  Reports and recommendations from subcommittees may be submitted to and acted upon by standing committees. SECTION 4. The mode of operation of ad hoc committees may be identical to that of the standing committees unless otherwise specified by the HIAC.

ARTICLE VII – BUDGET AND EXPENDITURES SECTION 1. An annual budget shall be proposed by the officers and approved by the HIAC for submission to the City Commission. SECTION 2. All expenditures by the HIAC or its committees shall be made only in accordance with the budget and be approved by the HIAC.

ARTICLE VIII - AMENDMENTS   SECTION 1. Proposed amendments to the Bylaws shall be presented at a regular meeting, with two-thirds (2/3rds) of the members voting in favor of the amendment in order for it to be adopted.  Proposed amendments must be provided to every member in written form at least ten (10) days prior to the meeting at which a vote is taken.            THESE RECONSTITUTED BYLAWS SHALL SUPERCEDE AND REPLACE, IN THEIR ENTIRETY, THE ORIGINALLY ADOPTED BYLAWS, DATED December  2001, amended April 16, 2002, THIS 20th DAY OF DECEMBER, 2005.