Multistate Tax Commission Bylaws

Bylaw 3: Officers and Personnel

(a)        Election

The Commission annually shall elect from among its members a Chairman, Vice Chairman, Treasurer, and four other members of the Executive Committee who shall serve for terms of one year, such term to coincide with the fiscal period of July 1 to June 30 of the following year, and until their successors are elected and qualified; except that, when the Annual Meeting is held in July, the term shall begin immediately and shall run until the following June 30 or until successors are elected and qualified, whichever shall be the later.  Such elections shall be held at the Annual Meeting of the Commission.

(b)       Policy

It is the policy of the Commission that its Chairman, Vice Chairman, Treasurer and members of the Executive Committee shall be chosen on the basis of their ability to serve the Commission, without regard to geographic considerations, regional distribution, or the States which they represent on the Commission. Officers and other Executive Committee members shall be eligible to succeed themselves.

(c)        Vacancies

In the event of the death, resignation or inability to serve for any reason of the Chairman, Vice Chairman, or Treasurer, the vacancy in any such office shall be filled as follows:

1.         A vacancy in the office of Chairman shall be filled by the Vice Chairman, who shall be Chairman until the next election of officers.

2.         A vacancy in the office of Vice Chairman or Treasurer shall be filled for the unexpired term by the Executive Committee at its next meeting following the occurrence of the vacancy.  If the Chairman finds that the vacancy in the office of Treasurer is interfering with the efficient financial management of the Commission, he may appoint a member of the Commission to serve as Acting Treasurer or may assign the duties of the Treasurer to the Executive Director until an election to fill the vacancy is held pursuant to this paragraph.  If not already a member of the Executive Committee, an Acting Treasurer shall be a member of the Executive Committee during the time when he is so acting.

3.         Subject to the provisions of paragraphs 1 and 2 above, any vacancy on the Executive Committee or in any office shall be filled as soon as possible.  The Chairman shall appoint members to fill such vacancies until the next meeting of the Executive Committee, at which time the Executive Committee shall elect members to fill those vacancies until the next meeting of the Commission.

(d)       Chairman

The Chairman shall preside at all meetings.  He shall appoint such committees as may be necessary and shall act as an ex officio member of each such committee, except that his presence or absence shall not be counted in determining any quorum requirement therefor.  Nothing in this paragraph shall prevent the Commission from providing by resolution for the establishing and functioning of any particular committee or committees which it believes to be appropriate or from specifying a different method of selection therefor.

(e)        Vice Chairman

The Vice Chairman shall perform the duties of the Chairman in the event that the Chairman is unable to perform them by reason of illness, absence or any cause.

(f)        Alternates

Alternates to the individual Commissioners shall be selected and shall serve as may be provided pursuant to Article VI.1.(a) of the Compact.  However, no alternate shall be recognized as such or permitted to perform any of the duties of an alternate unless there has been filed with the Commission a written communication from and subscribed by the appropriate appointing authority fully identifying the alternate and setting forth such information as may be necessary to enable the Commission to determine his entitlement to act for a Commissioner.  No alternate shall be entitled to vote if his principal is present. In the absence of the Chairman and Vice Chairman, the alternate to the Chairman shall preside at meetings of the Commission; or, in the absence of the Chairman's alternate the Vice Chairman's alternate shall preside.  In the absence of all of the foregoing, members of the Commission who are present shall select a presiding officer from among their number.  Subject to the limitations contained in this paragraph, an alternate, in the absence of his principal, shall represent his State to the same extent as his principal.  Any Attorney General, designee or other counsel who, pursuant to Article VI.1.(a) of the Compact, is entitled to attend meetings of the Commission without vote, may be selected as an alternate and, if so selected, shall have all of the powers of an alternate when acting in that capacity, including the power to vote.

(g)        Executive Director

The Executive Director shall be selected by the Chairman with the approval of the Executive Committee and shall serve at the pleasure of the Chairman and Executive Committee.  The Executive Director shall be in general administrative charge of the affairs of the Commission.  Subject to any directions given by the Commission and within its policies, he shall hire, promote, supervise, discharge and fix the duties of members of the Commission staff.  He shall prepare the Annual Report required by Article VI.1.(l) of the Compact in time for it to be submitted to the members on or before November 30 and transmitted to the Governors and legislatures of the party States prior to the first day of January next following.  In addition, the Executive Director shall have such other duties as are conferred upon him elsewhere in these Bylaws and by action of the Commission.  During any time when the Commission does not have an Executive Director, the Chairman may act as such on a temporary basis or may select an Acting Executive Director.

(h)       Personnel Policies

The personnel policies of the Commission shall be determined by the Executive Committee and implemented by the Executive Director.