MCGISA Bylaws

MCGISA Bylaws

Last Updated (Thursday, 20 May 2010 11:57) Written by Administrator Thursday, 03 April 2008 13:53

Minnesota County GIS Association Bylaws

Minnesota County GIS Association

 

Mission:

The MCGISA is an association of county professionals whose mission is to advance GIS technology in Minnesota county governments by providing leadership, support and advocacy.

 

Goals:

1. Foster support and awareness among public officials.

2. Cultivate leadership and professional development through workshops, seminars, and meetings.

3. Provide a forum to share knowledge, information and experience among the members of the Association.

4. Advocate MCGISA positions to policy makers on regional, state, and federal issues.

5. Support the development and implementation of standards.

 

Bylaws

Article 1: Name

1.01 This organization shall be called the Minnesota County GIS Association. (MCGISA)

 

Article 2: Offices

2.01 The principal office of the organization shall be in Fergus Fall, MN.

 

Article 3: Purpose - The purpose of the Association shall include, but is not limited to, the following:

 

3.01 MCGISA is an association of county professionals whose mission is to advance GIS technology in Minnesota county governments by providing leadership, support and advocacy.

3.02 Specifically, the goals are:

1. Foster support and awareness among public officials.

2. Cultivate leadership and professional development through workshops, seminars, and meetings.

3. Provide a forum to share knowledge, information and experience among the members of the Association.

4. Advocate MCGISA positions to policy makers on regional, state, and federal issues.

5. Support the development and implementation of standards.

 

 

 

Article 4: Membership, Dues and Budget

4.01 The Membership of the corporation shall consist of two classes of Members. The two classes of Members and their voting rights and other rights to participate in this corporation are as follows:

4.01.1 Full member: The county employee serving as the county representative.

4.01.2 Associate member: Any person with an interest in county GIS issues.

 

4.02 Dues shall be payable at the beginning of the year and are considered past due after April 1st.

 

4.03 The failure to remain current in the payment of all dues and assessments is grounds for termination of membership.

 

4.04 The fiscal year of the Association begins on the first day of January and ends on the last day of December in each year. The Board shall adopt an annual budget for the Association prior to December 31, of each fiscal year.

 

 

Article 5: Officers (Board of Director)

3.1 The business and charitable affairs of the corporation shall be managed by or under the direction of a Board of Directors elected by the Members.

3.2 Board of Directors:

3.2.1 The Board of Directors shall be directly responsible for the administration of the business of the organization, and for the planning and implementing the purposes and objectives of the organization.

3.2.2 The Membership of the Board of Directors shall consist of the elected officers and a representative at large.

3.2.6 The President shall be the chair of the Board of Directors.

3.3 At all meetings of the Board of Directors a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.

3.4 Except where otherwise required by law, the Articles or these Bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.

3.5 Any action required or permitted to be taken at a meeting of the Board of Directors may be taken upon written notice of the action sent to all directors and by written action signed by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. The written action is effective when signed by the required number of directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the directors, all directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action.

3.6 The Board of Directors shall have meetings as such places and times as it shall agree upon and as otherwise required.

3.7 A director may resign at any time by giving written notice of his or her resignation to the corporation. The resignation is effective when received by the corporation, unless a later date has been specified in the notice.

3.8 In the event of the death, removal or resignation of a director, a successor to fill the unexpired term shall be elected by the affirmative vote of the members of that district.

3.9 Special meetings of the Board of Directors may be called at any time upon request of the President or any three (3) directors, provided that any such requests shall specify the purpose or purposes for the meeting. The President shall set the date for the special meeting within ten (10) working days of making or receiving such a request and shall give not less than five (5) nor more than thirty (30) days written notice of the time, place and purpose of such special meeting.

3.10 Committees:

3.10.1 The Board of Directors may appoint such committees as they deem necessary.

3.10.2 Any committee duly appointed shall perform the necessary duties assigned to it and shall serve until all assignments are completed, or until the next Annual Meeting, or until dismissed by the Board of Directors.

3.10.3 Nominating Committee: The President shall appoint a Nominating Committee in advance of the Annual Conference with the following duties:

3.10.3.1 To select nominees for each of the offices to be elected. (Nominees may be recommended to the Nominating Committee.)

3.10.3.2 To submit a slate of candidates as required to the full Membership in accordance with Article 4.

3.11 Any director may execute a written waiver of notice of any meeting required to be given by statutes or by any provision of these Bylaws either before, at or after that meeting, and such waiver when signed and filed as hereinafter provided shall be equivalent to notice. Such waiver shall be filed with the Secretary, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by a director shall be deemed a waiver of notice thereof, unless the appearance is solely for the purpose of asserting the illegality of the meeting.

3.12 The Board of Directors may hold their meetings as such places as a majority of the directors then in office may from time to time appoint. Upon failure to appoint any other place, such meetings shall be held at the registered office of the corporation.

3.13 Whenever under the provisions of these Bylaws notice is required to be given to any member, officer, or director, it shall be construed to require personal notice, but such notice may be given in writing by mail by depositing it in a post office or letter box within the State of Minnesota, in a post-paid, sealed wrapper addressed to such director or member or Officer at his or her last known county office address, and such notice shall be deemed to have been given at the time when thus mailed. Notice may also be given by facsimile transmission, by faxing the written notice to the last known facsimile telephone number of the Member or Officer.

3.14 Directors shall not be compensated for their duties as directors.

5.1 The offices of the organization shall be a President, Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may, from time to time, appoint.

4.2 Officers and Duties of Officers:

4.2.1 President: The President shall be the chief executive officer of the organization, shall preside at all meetings, and shall be ex-officio Member of all committees.

4.2.2 Vice President: The Vice President shall assist the President and perform the duties of the President in the President’s absence.

4.2.3 Secretary: The Secretary shall be responsible for maintaining the administrative records of the organization and related duties as may be assigned or determined by the Board of Directors.

4.2.4 Treasurer: The Treasurer shall be responsible for maintaining the financial records of the organization and related duties as may be assigned or determined by the Board of Directors.

4.3 An officer may resign at any time giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice.

4.4 A vacancy in an office because of death, resignation or removal may be filled by the Board of Directors.

4.5 Eligibility For, and Terms of Officers:

4.5.1 Only full members in good standing within the organization shall be eligible to hold office.

4.5.2 A term of office shall be for one year.

4.6 Elections and Appointments:

4.6.1 The election of officers (President, Vice President, Secretary, and Treasurer) shall be conducted at the Annual Meeting.

4.6.3 If a quorum is not present at the Annual Meeting, within 30 days a special meeting may be called to elect officers or a vote of the voting members. The Nominating Committee shall then produce nominations for no more than two candidates for each office and a final ballot shall be sent to the voting members.

4.6.4 Slate of candidates for officers shall be presented by the Nominating Committee. Additional nominations for any office may be made from the floor; such nominees must be present and accept the candidacy, or, if such nominees are absent, shall have given their acceptance in writing.

4.6.5 The election of officers shall normally be by voice vote, but shall be by ballot if requested by any one voting member.

4.6.6 Each Full Member, or in the absence of the Full Member an eligible associate member from the same county that is present, shall be entitled to one vote.

4.6.7 A majority of the votes case for each office shall elect.

4.6.8 The newly elected officers shall begin their term of office immediately upon election at the Annual Meeting.

Article 6: Association Districts

Association Districts. For the purpose of administering the affairs of the

Association, the Board shall divide the counties of the State into not more than ten (10) districts

consisting of two (2) or more counties. The Board shall by resolution initially designate each district by number and the member counties within each district. A county may transfer from its designated district to another contiguous district by adopting a resolution stating that it is the intention of the county to transfer to a contiguous district. The resolution shall state the district in which the county seeking transfer is located and the district to which the county wishes to be transferred. A copy of the resolution shall be mailed within ten (10) days by the county seeking transfer after its adoption to the Board of Directors. The transfer of the county to the new district shall be entered on the records of the Association by the President of the Association. The effective date of such transfer shall be the first day of the month following the annual meeting.

Article 7: Meetings

6.1 At least one general meeting of the organization shall be held each year known as the Annual Meeting.

6.2 The time, date, and place of the Annual Conference and Annual Meeting shall be determined by the Board of Directors.

6.3 At the Annual Meeting, all such matters of the business as relates to the purposes and objectives of the organization, including but not limited to the following, shall be presented and heard with appropriate action taken:

6.3.1 Election of successors for directors, and

6.3.2 A report on the activities and financial conditions of the organization.

6.4 Special meetings of the membership may be called by the Board of Directors at which business matters may be acted upon provided ten (10) days written notice has been given to the membership.

6.5 Special Meetings: Special meetings of the membership may be called if:

6.5.1 Ten percent of the Full Members in good standing sign, date, and deliver to the President or Treasurer one or more written demands for the meeting describing the purpose for which it is to be held.

6.5.1.1 Notice: Within thirty (30) days after receipt of a demand for a special meeting from voting members, the board shall cause a special meeting to be called and held on notice no later than sixty (60) days after receipt of the demand at the expense of the corporation. If the board fails to cause a Special Meeting to be called and held as required by this subdivision, a voting member making the demand may call the meeting by giving at least ten (10) days written notice before the date of the meeting, but not more than sixty (60) days before the date of the meeting, at the expense of the organization.

6.5.1.2 Time; Place: Special Meetings of Members may be held in or out of this state at the place stated in or fixed in accordance with the articles, bylaws, or by the President or the board.

6.5.1.3 Notice requirements; business limited: The notice of a Special Meeting must contain a statement of the purposes of the meeting. The notice may also contain other information required by the Articles or Bylaws or considered necessary or desirable by the board or by another person calling the meeting. The business transacted at a special meeting is limited to the purposes stated within the notice of the meeting. Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the corporation, unless all of the Members with voting rights have waived notice of the meeting under Minn. Stat. ' 317A.435.

ARTICLE 7 RULES OF BUSINESS

7.1 Robert’s Rules of Order shall govern the proceedings of all meetings of the organization and the Board of Directors except when otherwise provided.

7.2 The Board of Directors shall determine the order of the business at the Annual Meeting.

7.3 A quorum to transact business at any Special Meeting or at the Annual Meeting shall be a majority of the Full Member membership.

ARTICLE 8 AMENDMENT OF BYLAWS

9.1 Amendments:

9.1.1 Amendments to these Bylaws may be proposed by the Membership.

9.1.2 A change to these Bylaws may be effected by a two-thirds (2/3) majority vote of full Membership present at an annual meeting or any special meeting.