Section 1: Name
| 1.01 | This organization shall be called the Hennepin County GIS Users Group. (HC-GUG) |
Section 2: Offices
| 2.01 | The principal office of the organization shall be in Hennepin County, MN. |
Section 3: Purpose
| 3.01 | HCGUG is organized exclusively to promote educational goals within the meaning of Section 501(c)(3) of the Internal Revnue Code of 1954, as amended.
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| 3.02 | Specifically, the educational goals are:
a. To provide a forum for communicating ideas, resolving problems, and increasing the effectiveness of users of GIS software and Hennepin County Digital Data.
b. To educate the public concerning the advantages and disadvantages of using GIS solutions.
c. To encourage the creation, modification, maintenance, duplication, and distribution of public domain data to the members of the organization commensurate with their class of membership;
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| 3.03 | This organization shall not, except to an insubstantial degree, engage in any activities that are not in the furtherance of the purposes stated in this section.
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| 3.04 | No substantial part of the activities of this organization shall include the dissemination of propaganda, or otherwise attempting to influence legislation, except during a year for which the organization has filed an election pursuant to Section 501(h) of the Internal Revenue Code of 1954, as amended, in which case the organization may engage in such activities to the extent allowed by such provision, except that in no case may the organization participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. |
Section 4: Dedication of Assets
| 4.01 | The properties and assets of this nonprofit organization are irrevocably dedicated to charitable, scientific and educational purposes. No part of the net earnings, properties, or assets of this organization, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or trustee of this organization, except as reasonable compensation for the services rendered.
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| 4.02 | Upon the dissolution of the organization, the Board of Directors shall, after paying or making provision for the payments of all of the liabilities of the organization, dispose of all of the assets of the organization to one or more organizations organized exclusively for charitable, scientific, or educational purposes as shall at the time qualify as exempt organizations under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes. |
Section 5: Members
| 5.01 | There shall be three classes of membership in this organization: Individual, Corporate, or Governmental Agency. Any person or corporation interested in GIS data shall be eligible for membership in the appropriate selected membership class upon payment of such dues as may from time to time be required and fixed by the board.
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| 5.02 | Membership in HCGUG shall terminate upon the occurrence of any of the following events:
a. Resignation of the member.
b. Failure to pay dues within the time set forth by the Board of Directors, which shall be by the end of the first quarter of each fiscal year - March 31.
c. Determination by the Board of Directors or a committee designated to make such determination that the member has failed, to a material and serious degree, in observing the rules of conduct governing membership in this organization.
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Section 6: Meetings of Members
| 6.01 | Meetings of the membership shall be held at any place and time as designated by the Board of Directors.
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| 6.02 | Special meetings regarding elections:
a. Election meetings shall be held by email in accordance of Section 9.01.
b. A Board meeting shall occur with past and present board members to assist in transfer of duties within 15 working days of the closing of the election on March 31st.
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| 6.03 | A special meeting of the members may be called by any of the following: (a) the Board of Directors; (b) the Chair; or (c) five per cent (5%) or more of the membership as determined by vote or petition to the Board of Directors; provided that in all cases not less than three (3) weeks notice shall be given to all members of such special meeting.
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| 6.04 | One-tenth (1/10th) of the membership shall constitute a quorum for the transaction of business at a meeting of the members. The members present at any duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
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| 6.05 | Any meeting may be adjourned from time to time by the vote of a majority of the members represented.
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| 6.07 | Each member, regardless of membership class, shall be entitled to cast one vote on all matters submitted to a vote of the members; it being the specific intent of this clause that holders of Corporate, or Governmental Agency class of membership, shall have one vote as an entity, regardless of the number of "memberships" appearing to be held by the entity. |
Section 7: Directors
| 7.01 | The business and affairs of this organization shall be conducted, and all the powers shall be exercised, by or under the direction of a Board of Directors.
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| 7.02 | Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have power:
a. To select and remove all officers, agents and employees of the organization. To prescribe any powers and duties for them that are consistent with the law, and with these bylaws. To fix their compensation.
b. To change the principal office from one location to another, and designate any place for the holding of any meeting.
c. To designate the officers who may act for the Board as signatories of the organizations accounts, records, filings and the like.
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| 7.03 | A vacancy in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
a. The death, resignation, or removal of any director(s).
b. The declaration, by resolution of the Board of Directors, of a vacancy of the office of a Director who has been declared of unsound mind by an order of the court, convicted of a felony or the vote of a majority of the entire Board of Directors to remove a Director.
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Section 8: Officers
| 8.01 | The Board of Directors shall consist of the following officers:
- Chair
- Vice Chair
- Past Chair
- Secretary
- Treasurer
The organization may also have, at the discretion of the Board of Directors, such other officers as may be appointed by the Chair in accordance with Section 8.03 of these bylaws. Two or more Offices may not be held by the same person concurrently.
Duties of officers not specifically set forth herein shall be enumerated in a separate set of Standing Rules as may be drafted and modified from time to time by the Board of Directors. The duties of the officers as established herein shall always prevail in the event of conflict between said Standing Rules, as adopted, and these bylaws.
The officers of the organization, except those appointed in accordance with the provisions of Section 8.03 of these bylaws, shall be elected by the general membership of the organization as set forth in Section 6.02 of these bylaws.
The board of directors shall meet no less than 4 times annually at such time and place as shall from time to time be announced by the Board of Directors.
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| 8.03 | The Board of Directors may appoint, and may authorize the Chair to appoint, any other officers that the business of the organization may require.
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| 8.04 | Any officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the board.
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| 8.05 | Any officer may resign at any time by giving written notice to the Secretary.
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| 8.06 | A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled only in the manner prescribed in these bylaws for regular appointments to that office and other officers that the business of the organization may require.
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| 8.07 | The Chair shall be the chief executive officer of the organization, and as such shall:
a. Preside over all meetings of the Board of Directors. In the event of a vote deadlock, shall cast the tie-breaking vote.
b. Subject to the control of the Board of Directors, generally supervise, direct and control the business and officers of the organization, and shall have such other powers and duties as shall be prescribed by the Board of Directors or the bylaws.
c. Appoint chairpersons of those standing and special committees that are not chaired by a specified officer.
d. Be an ex-officio member of all committees except the nominating committee. The nominating committee shall report back to the Board of Directors, not later than the first regularly scheduled Board meeting of the year, their selection of (at least) one candidate for each of the elective Board offices. Further nominations for any office may be made any time prior to the call for a vote on election night of anyone who will state their willingness to serve in the capacity for which they are nominated, or who has, prior to election night, filed with the Secretary/Treasurer of the Board, a signed, written document so stating.
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| 8.08 | The Vice Chair shall:
a. Assist the chair, and assume the duties of the chair in the chair's absence.
b. Be responsible for programs and publicity.
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| 8.09a | The Secretary shall:
a. Maintain a record of the proceedings of each meeting of HCGUG and of the Board proceedings.
b. Maintain a file of all official documents concerning HCGUG and see to the timely filing of state reports required to maintain corporate status.
c. Receive correspondence directed to HCGUG and distribute it to the proper officers and committees in the absence of another Director having been assigned such duties.
d. Initiate general correspondence relating to the HCGUG in the absence of another director having been assigned such duties.
e. Generally assist and direct the growth of HCGUG's membership base.
f. See that each new member is registered properly.
g. Extend membership and HCGUG information to the community, including directing and coordinating activities engaged in for promoting the HCGUG and increasing membership.
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| 8.09b | The Treasurer shall:
a. Be responsible for the safekeeping of HCGUG funds in a financial institution known and approved by the Board.
b. Issue receipts when requested or when deemed necessary.
c. Collect, account for, and make timely deposits of all funds due HCGUG and make disbursements as needed or authorized by the Board.
d. Maintain accurate financial records which shall be available for audit when requested by the Board or an audit committee appointed thereby.
e. See to the timely filing of all required state and federal forms and tax returns.
f. If required by the Board, purchase a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for the restoration of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Secretary/Treasurer on his or her death, resignation, retirement or removal from office. Such bond to be purchased solely at the expense of the organization.
g. e. Generally assist and direct the growth of HCGUG's membership base.
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| 8.10 | The Past Chair shall:
a. Assist the chair in the transition of responsibilities in order to promote continuity from year to year.
b. Provide advice and counsel as requested by the Chair.
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Section 9: Elections
| 9.01 | Elections shall be ran as follows:
a. Elections will be held in the month of March by email.
b. Officers shall serve until such elections, notwithstanding the provisions of Section 9.02.
c. Each HCGUG paid member will have one vote.
d. A ballot will be emailed after March 1st to all HCGUG members. They will have until March 31st to return their vote by email or mail.
e. Nominations for any office positions may be made by email or mail to the Secretary to be received by February 15th.
f. Based on the nominee's willingness to serve in the capacity for which they are nominated, the Secretary will add them to the ballot to be emailed on the first business day of March.
g. The Secretary will have the election results available no later than two working days after March 31st.
h. A board meeting shall occur with past and present board members to assist in the transfer of duties within 15 working days of March 31st as per Section 6.02.
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| 9.02 | Term of office shall be one year, and all officers shall assume their responsibilities until the Board meeting following elections as per Section 6.02.
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Section 10: Fiscal Year
| 10.01 | The fiscal year shall be the calendar year.
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Section 11: Rules Determining
| 11.01 | Roberts Rules of Order, Newly Revised, shall govern the meetings of the Society and shall be the final authority in all matters not covered in these bylaws.
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Section 12: Records
| 12.01 | The accounting books, records, articles and bylaws as amended to date, and minutes of proceedings of the Board and any committee(s) of the board of trustees shall be kept at such place or places designated by the Board of Directors. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form, or in any other form capable of being converted into written, typed or printed form.
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| 12.02 | Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind, and the physical properties of the organization. This inspection by a director may be made in person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
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Section 13: Effective Date
| 13.01 | These bylaws shall take effect as of June 15, 2003. |
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