Revision in effect from passage on August 17, 2001
ARTICLE I - GENERAL PROVISIONS
Section 1. Name: The name of this body shall be the National States Geographic Information Council, Inc.,(hereinafter referred to as “NSGIC” or “Council”).
Section 2. Incorporation: The Council is organized as a Wisconsin Not For Profit Corporation, incorporated in and subject to the laws of Wisconsin.
Section 3. Location: So long as it remains a Wisconsin Corporation, the Council shall establish and maintain, at a minimum, a principal office, a physical address and registered agent within the United States, in accordance with Wisconsin Statute.
ARTICLE II - PURPOSE
Section 1. Statement of Purpose: The purpose of the National States Geographic Information Council is to encourage effective and efficient government through the coordinated development of geographic information and technologies to ensure that information may be integrated at all levels of government. The Council's purposes may embrace other types of information and technologies as may be appropriate from time to time. The Council's activities may include, but are not limited to the advocacy of state interests and the support of the membership in their individual initiatives, increase public and private awareness, education, research, professional development, and the development of policies, standards and guidelines. The Council shall serve as a facilitator for coordination activities. Participation in the Council shall not preclude members from other coordination activities or taking positions that may be inconsistent with those taken by the Council. The Council shall also foster increased understanding and interests in the development, operation and maintenance of geographic information and geographic and land information systems. The Council's efforts and focus include the following four areas:
1. To provide a unified state voice on geographic information and technology issues.
2. To actively promote geographic information integration and systems development.
3. To review legislative and agency actions and where appropriate provide advice on geographic information and technology issues to public and private decision makers.
4. To promote positive legislative actions regarding geographic and land information issues.
B. Liaison and Networking:
To promote interaction and cooperation among National States Geographic Information Council members, federal, local and regional governments, professional associations, and public and private sector groups. The Council may provide a clearinghouse of information of the activities of individual Member States or other activities that may be of interest to the Member States.
1. To study geographic information issues.
2. To provide a forum for examining new geographic information and technology issues and ideas.
3. To provide resources to facilitate the research and testing of geographic information and technology concepts applications and coordination mechanisms.
D. Education and Public Relations:
1. To develop, and help others develop, a variety of educational programs and materials on geographic information and technology issues.
2. To promote public understanding of the National States Geographic Information Council, and geographic information and technology issues through a variety of media.
ARTICLE III - MEMBERSHIP
Section 1. Definition of Member States and Members:
A. The National States Geographic Information Council (NSGIC) is an organization of Members from states, commonwealths, territories, protectorates, tribal affiliations, and similarly recognized civil jurisdictions (hereinafter referred to as “Member States”) located within the geographic boundaries of, or under the sovereign domain of, the government of the United States of America.
B. A “Member” shall be a dues paying representative (hereinafter also referred to as a “Member in good standing”) of a Member State.
C. The authority to interpret this article shall be vested in the Board of Directors of the Council, which shall determine the qualifications of the Members of the Council.
Section 2. Member State Representation:
A. A Member State shall have a minimum of one Member but may be represented by a delegation of any number of Members.
B. A Member State shall have one vote.
C. A Member State shall have one, and only one, “Lead Delegate” who is eligible to vote on questions before the Council. For the purposes of the Council, the Lead Delegate shall be that Member assigned by the Governor, Legislature, Technology Office, Coordinating Council, or other official authority recognized within the Member State for providing leadership in the development and use of geographic information (GI) and related technologies.
D. In the absence of an officially determined designee, the delegation from the Member State shall caucus to select a Lead Delegate, who will, to the best of his/her ability, fairly and equitably represent the interests of the various constituent groups of the Member State, including its state, local, federal, and tribal agencies and organizations; boards, councils or other such committees and organizations; and commercial enterprises that provide for the development and use of geographic information (GI) and related technologies within the Member
E. The Lead Delegate shall be a Member in good standing.
F. If no Lead Delegate is designated by a Member State, that Member State shall be ineligible to participate on questions before the Council or to conduct Council business on behalf of the Member State.
Section 3. Membership Categories and Dues:
A. Individuals and representatives from State and other governmental agencies, academia, private industry, and other organizations who choose to support NSGIC are encouraged to become Members. Members are encouraged to participate in all NSGIC activities, to work on NSGIC committees, and, if eligible, to serve as an Officer or Director of the Council.
B. The Board of Directors shall determine Membership Categories and the dues level, privileges, benefits, and limitations accorded to each Membership Category.
C. A Membership Dues structure, based on Membership Categories, shall be developed by the Board of Directors, and approved by a majority vote of the Member States.
D. Current year Dues are payable on the first day of the Council's Annual Conference or by October 1 of each year, whichever date is later. Members who pay their dues by the due date shall be considered in good standing, and shall receive all privileges of membership.
E. Members who fail to pay their dues by the due date shall be in default. If payment is not received by December 31 of the year dues are payable, the Member shall without further notice lose all privileges of membership. Members shall be reinstated to good standing status upon payment of all outstanding dues.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Duties: The Board of Directors (hereinafter, the “Board”) shall have supervision, control and direction of the Council's affairs, shall carry out policies or changes therein within the limits of the Bylaws, shall actively prosecute the Council's purposes, and shall have discretion in the disbursement of its funds. The Board may adopt such policies, rules and regulations for the conduct of its business as shall be deemed advisable, and may, in execution of the powers granted, appoint such agents as it may consider necessary. The policies, decisions and actions of the Board shall be recorded. The Board may delegate powers to the officers, committees and staff as it deems necessary for the administration of the affairs of the Council.
Section 2. Composition: The Board of Directors of the Council shall be composed of three (3) Executive Officers (President, President-Elect, Past-President) and six (6) Directors. The Executive Officers and Directors shall have voting privileges. The Executive Officers and Directors shall remain Members in good standing throughout the duration of their respective terms of office. The Board members shall each represent a Member State.
Section 3. Executive Officers: The Executive Officers of the Council shall be a President, President-Elect, and Past-President. The President-Elect shall serve the first year as President-Elect, the second year as President, and the third year as Past-President.
A. President: The President shall be the principal officer of the Council and shall preside at meetings of the Council and of the Board. The President shall perform such duties as are necessary to conduct the business of the office of President or as may be prescribed by the Board. The President shall be a Board member exofficio, including voting privileges, of all committees except the Election Committee. The President's term of office shall commence upon adjournment of the Annual Meeting and shall expire upon adjournment of the next Annual
Meeting. The President shall then assume the office of Past-President. Consecutive terms as President shall not be permitted.
B. President-Elect: A President-Elect shall be elected annually. The President-Elect shall have such duties as the President or Board may assign, and may be delegated by the President to perform duties of the President in the event of the President's temporary disability or absence from meetings, or other duties as delegated. The President-Elect shall be a Board member ex-officio, including voting privileges, of all committees except the Election Committee. The President-Elect's term of office shall commence upon adjournment of the annual meeting and shall expire upon adjournment of the next annual meeting. The President-Elect shall then assume the office of President.
C. Past-President: The Past-President shall have such duties as the President or Board may assign. The Past-President's term of office shall commence upon adjournment of the annual meeting and shall expire upon adjournment of the next annual meeting.
Section 4. Directors: Directors shall have such duties as the Council may assign to affect the performance of duties to carry out the purposes of the Council. Such duties may include, but are not limited to: Committee Chairs and committee participation; grant development and grant monitoring; contract management on behalf of the Council; fiscal and supervisory oversight of administrative staff or management services, and other duties as determined by the Board. Each Director shall serve a two-year term with three (3) Directors elected in odd numbered years, and three Directors elected in even numbered years. Terms shall expire at the adjournment of the annual meeting. Directors shall be eligible for re-election to consecutive terms.
Section 5. Board Meetings: The Board shall meet upon call of the President at such times and places as may be designated, or shall be called to meet upon written demand of the majority of its members. Notice of all Board meetings shall be sent by mail or email, to each Board member at least seven (7) days in advance. This provision may be waived or changed upon unanimous consent of the Board. The usual parliamentary rules as provided in "Robert's Rules of Order" shall govern all deliberations, when not in conflict with these Bylaws. Board meetings may be conducted by telephone conference call, videoconference, web-cast, or other means of interactive communication, so long as all other conditions of meeting protocol are met. The Board shall schedule a regular meeting to be held in conjunction with the Annual Meeting of the Council.
Section 6. Quorum: A majority of the Board in attendance shall constitute a quorum at any meeting of the Board. In the event there is less than this number, the presiding officer shall adjourn the meeting until such time as a quorum is present. No official business shall be conducted if a quorum of the Board is not present.
Section 7. Absence: A Board member unable to attend a meeting shall notify the President prior to the start of the meeting, provide the reason for the absence, and request to be excused. If a Board member is absent two (2) consecutive meetings without an excused absence, or for any other reason(s) the Board declares insufficient, the member's resignation shall be immediately tendered and accepted.
Section 8. Resignation and Removal: A Board member may resign at any time by providing written notice to the Board. Such resignation shall take effect at the time specified when tendered, or immediately upon acceptance if no time is specified. Any Director may be removed by a two-thirds (2/3) vote of the Board at any regular or special meeting at which a quorum is present. If at any time during their term of office a Board member no longer represents a Member State, as defined by the Bylaws, then their resignation from office shall be immediately tendered and accepted. Failure to maintain status as a Member in good standing shall be a reason for removal.
Section 9. Vacancies: For a vacancy that occurs among the Directors, the President shall appoint a Member to fill the remainder of the un-expired term, subject to the approval of the Board. The President-Elect shall fill a vacancy in the office of President for the remainder of the President's term of office. In the event of filling a vacancy in the office of President, the President-Elect shall be eligible to also complete the full term of office for which he/she was previously elected. A vacancy in the office of President-Elect shall require a new election to be held. At the direction of the Board, The Election Committee shall conduct a new election within thirty (30) days of the office being declared vacant by the Board.
Section 10. Compensation: Board members shall not receive any form of paid compensation for their services. Board members may receive reimbursement for actual expenses incurred in the performance of duties conducted on behalf of the Council. Requests for reimbursement shall be itemized and supported by receipts or other documentation. Requests for reimbursement shall be reviewed by the Board and approved by a majority vote of the Board. The Board member requesting
reimbursement shall abstain from the vote.
ARTICLE V - ELECTIONS
Section 1. Nominations:
A. The President, with the approval of the Board, shall annually establish an Election Committee and designate one Member as Chairperson.
B. The Election Committee Chairperson shall submit A Call for Nominations by mail or email to the last known address of each Member no later than ninety (90) days before an election.
C. Regular Elections shall be held to coincide with the Annual Conference of the Council.
D. The usual offices open for regular election in any year are the President-Elect and three (3) Directors. If there are additional vacancies on the Board, these shall be open for election also.
E. To the extent possible, the slate of candidates shall reflect a balanced geographic distribution of states or regions of the country.
F. At least one candidate shall be nominated for each open office.
G. To be considered eligible for election, a candidate must be a Member in good standing and agree to serve if elected.
H. Nominations shall close sixty (60) days prior to the election date.
Section 2. Election Procedures:
A. The Election Committee Chairperson shall have the responsibility to collect candidate information and develop the voting ballot. The Election Committee Chairperson shall oversee that ballot information is correct and includes the name, current contact information, biographic profile, and platform statement of each eligible candidate. Ballot packages shall be mailed or emailed to the last known address of all Members at least thirty (30) days prior to the election date.
B. Each Member State shall cast one ballot for each slate of candidates. Voting responses from Member States shall be submitted by mail, email or electronic facsimile, or deposited in person by the Lead Delegate at the Annual Conference prior to the close of elections. If more than one ballot is cast by a Member State, and the Election Committee Chairperson cannot determine which ballot the Lead Delegate submitted, all votes by that state shall be declared null and void. The
Election Committee Chairperson shall have the responsibility to oversee that elections are carried out in a democratic and fair manner, without bias or favoritism toward any candidate or Member State, and in accordance with the provisions of these Bylaws.
C. The Election Committee Chairperson, with the approval of the Board, shall choose one other Member to assist with the ballot collection and the tabulation of votes. The assistant may be any Member that is not a candidate for office, and shall not be the current President or President-Elect.
Section 3. Election Results: The incoming President-Elect and Board Members shall be determined by a majority of votes cast by the Member States. In the case of a tie vote, the Elections Committee Chair shall immediately call for a run-off election. The outcome shall be decided by a majority vote of the Member States present at the Annual Conference. The Election Committee Chair shall certify the election results and shall publicly announce the winning candidates during the Annual Conference. The Election Committee Chair shall provide notification of the election results to the entire Membership by email, posting to the NSGIC website, and publication in the NSGIC newsletter as soon as possible after the close of elections.
Section 4. Special Elections: The Board shall have the authority to call Special Elections at such times it deems necessary, as in the case of unanticipated Board vacancies, in order to maintain the orderly conduct of the Council's business, and in accordance with other provisions of these Bylaws.
ARTICLE VI - OTHER COUNCIL OFFICERS
Section 1. Treasurer: The Treasurer shall keep an account of all moneys received and expended for the use of the Council and shall make disbursements authorized by the Board. The Treasurer shall deposit all sums received into a bank account approved by the Board. The Treasurer shall work with the Council's administrative staff, if designated, and Executive Director, if designated, to properly maintain the budgetary records and fiscal welfare of the Council. The Treasurer shall have the authority to direct an independent audit annually, or at other times at the direction of the Board. The Treasurer shall report the results of the audit and any corrective action taken at the next Annual Meeting of the Council, or when called upon by the Board. The Treasurer shall be appointed annually by the Board for a term not to exceed one year. The Treasurer's term shall commence upon adjournment of the annual meeting of the Council and shall expire upon adjournment of the next annual meeting. The Treasurer may be re-appointed annually for unlimited consecutive terms. The Treasurer shall remain a Member in good standing for the duration of the term of office. The Treasurer is not a member of the Board of Directors and is ineligible to vote on Board matters.
Section 2. Secretary: The Secretary shall give notice of and attend all meetings of the Council, keep the official record of the Council's proceedings, attest to all official documents, and perform such other duties that are usual for the office or as may be duly assigned by the Board. The Secretary shall be appointed annually by the Board for a term not to exceed one year. The Secretary's term shall commence upon adjournment of the annual meeting of the Council and shall expire upon adjournment of the next annual meeting. The Secretary may be re-appointed annually for unlimited consecutive terms. The Secretary shall remain a Member in good standing for the duration of the term of office. The Secretary is not a member of the Board of Directors and is ineligible to vote on Board matters.
Section 3. Compensation: The Secretary and Treasurer shall not receive any form of paid compensation for their services. Upon request to the Board, they may receive reimbursement for actual expenses incurred in the performance of duties conducted on behalf of the Council. Requests for reimbursement shall be itemized and supported by receipts or other documentation. Requests for reimbursement shall be reviewed by the Board and approved by a majority vote of the Board.
ARTICLE VII - MEETINGS
Section 1. Annual Meeting: There shall be an annual meeting of the Council during the third or fourth quarter of the calendar year, unless otherwise ordered by the Board of Directors, for election of members of the Board of Directors, for receiving annual reports, and for the transaction of other business. Notice of such meeting, signed by the Secretary shall be mailed to the last recorded address of each member at least sixty (60) days before the meeting. The annual meeting shall be held in conjunction with the annual conference unless otherwise directed by the Board.
Section 2. Regular Meetings: Regular meetings of the Council shall be held from time to time as determined by the Board of Directors. Meeting notices, including location, date and time, shall be sent by mail or email to the last recorded address of each Member no later than forty-five (45) days in advance. Meetings may be held in conjunction with other meetings and conferences as determined by the Board.
Section 3. Location of Meetings: Meeting locations shall vary and shall be held in appropriate sites within the United States.
Section 4. Special Meetings: Special meetings of the Council may be called by the President of the Board of Directors, or shall be called by the President upon the written request of twenty-five percent (25%) of the Member States of the Council. Notice of time and place shall be mailed to the last recorded address of each member at least forty-five (45) days before the meeting.
Section 5. Meeting Procedure: The President shall act as the presiding officer at all meetings. In the case of the President's absence, the President-Elect shall preside. The President shall designate a parliamentarian to assist in the conduct of the meeting. The usual parliamentary rules, as provided in "Robert's Rules of Order," shall govern all deliberations, when not in conflict with these Bylaws. The order of business may be altered or suspended at any meeting by a majority vote of the Member States present.
Section 6. Order of Business: The order of business at Council meetings shall be as follows:
A. Call to Order
B. Roll call of Member States
C. Approval of Minutes of the previous meeting
D. Reports of Officers
E. Reports of Committees
F. Unfinished Business
G. New Business
Section 7. Quorum: A quorum shall consist of at least fifty-one percent (51%) of the Member States present at a meeting.
Section 8. Voting:
A. Decisions at Annual and Special Meetings of the Council shall be by a majority of votes cast by the Member States present.
B. Each Member State shall have one vote, cast by the Lead Delegate.
C. The Lead Delegate shall be identified by name and recognized by voice affirmation during the Roll Call and prior to the call for a vote. The identity of the Lead Delegate of each Member State shall be reported to the Council Secretary (or if absent, the presiding officer) prior to the Call to Order at the meeting. The Lead Delegate shall remain the same person for the duration of the meeting.
D. If no Lead Delegate is designated by a Member State, that state shall be ineligible to vote and no votes shall be received from that Member State for any call for a vote, including elections or any other official business at that meeting.
E. Proxy votes shall be permitted if designated in writing and reported to the presiding officer prior to the roll call.
Section 9. Special Votes: When, in the judgment of the Board, a question arises which it believes should be put to a vote of the Member States, and when it deems it not expedient to call a Special Meeting for the purpose of voting, the Board may submit the question by mail or email to the last recorded address of each Member. The outcome of the question thus presented shall be determined by a majority of the number of the votes received from the Member States by mail, email, or electronic facsimile, thirty (30) days after such submission. An action taken in pursuance of a vote in each case shall be binding upon the Council in the same manner, as would be action taken at a duly called meeting.
ARTICLE VIII - COMMITTEES
Section 1. Composition: The President may establish committees and subcommittees with the approval of the Board, and appoint members to serve on such committees and subcommittees as deemed necessary to carry out the purposes of the Council. The chairs of the committees and subcommittees shall be appointed by the Board for a one-year term and shall themselves constitute a committee. The purpose of the committees and subcommittees is to coordinate the work of and accomplish the activities of the council.
Section 2. Standing Committees: The Council may have standing committees as approved by the Board.
ARTICLE IX - INDEMNIFICATION
Section 1. Indemnification: The Council may, by resolution of the Board of Directors, provide indemnification by the Council of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been a director or officer of the Council, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
ARTICLE X - STAFFING
Section 1. Staff: The Board may designate an individual or agency for administrative and managerial support services. The support staff may include such professional, technical, clerical, and service personnel, as the Board deems necessary. The Board may employ the services of professional consultants or independent contractors. The Board shall prescribe the duties, determine the compensation, monitor performance, and exercise general supervision over the staff and any contracted personnel assigned to perform duties on behalf of the Council.
Section 2. Executive Director: The Board may designate an individual to serve as Executive Director. The Executive Director shall be in charge of the administration of the Council under the direction and review of the Board. The Executive Director shall be responsible for the proper conduct of the affairs of the Council, except where otherwise provided, including the direction and supervision of staff and independent contractors, the operation of the Council under the financial conditions set forth in the annual budget, the care of facilities and equipment, and the efficiency of the service of the Council. The Executive Director shall attend all meetings of the Board and the Council except for portions of those at which the appointment or compensation for the position is to be discussed. The Executive Director shall regularly submit reports as directed by the Board, and provide an annual report to the Council. The Executive Director shall make recommendations to the Board regarding such policies and procedures as will promote the general efficiency of the Council. Day to day administrative duties and management of the Council's affairs shall be vested in the Executive Director subject to review and approval of the Board.
ARTICLE XI - AFFILIATION
Section 1. Affiliation: The Council may affiliate with one or more other organizations or institutions in furtherance of the purposes of the Council. Any such affiliation must be approved by a two-thirds (2/3) vote of the Member States. All votes on affiliation shall be by ballot and may be conducted by mail in accordance with existing provisions of these Bylaws. Withdrawal of affiliation or decertification of affiliation also shall be approved by a two-thirds (2/3) vote of the Member States.
ARTICLE XII - DISSOLUTION
Section 1. Dissolution: The Council shall use its funds only to accomplish the purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Council. On dissolution of the Council any funds remaining shall be distributed to one or more regularly organized educational, governmental or scientific organizations to be selected by the Board of Directors.
ARTICLE XIII - AMENDMENTS
Section 1. Amendments to Bylaws: At the Board's recommendation, these Bylaws may be amended, repealed, or altered, in whole or in part, by a two-thirds (2/3) majority of votes cast by the Member States.
Section 2. Amendments at Annual Meetings: Amendments to these Bylaws may be considered for a vote at the Annual Meeting of the Council, provided that a copy of any proposed amendment(s) is distributed by mail or email to the last recorded address of each Member for consideration no later than thirty (30) days prior to the meeting date.
Section 3. Amendments by Mail, Email, or Electronic Facsimile Vote: Amendments to these Bylaws may be considered for a vote by mail, email, or electronic facsimile, in accordance with existing provisions of these Bylaws.