This instrument constitutes the Bylaws of Minnesota GIS/LIS Consortium, a Minnesota nonprofit corporation, adopted for the purpose of regulating and managing the internal affairs of the corporation.
ARTICLE I. PURPOSE
The purpose of the corporation is to provide a mechanism for communicating, developing, understanding and sharing information among the community of Geographic Information System (GIS) and Land Information System (LIS) users and data producers in the state of Minnesota. Areas of interest shall include, but not be limited to, natural resource management, land records, pollution monitoring and prevention, social and demographic information, facilities management, and transportation. The purpose of the corporation shall not be the production of income for distribution to the members of the Board of Directors. Specifically, the mission of the corporation is focused in the following three areas:
Section 1.1.Development of the Profession
- To provide a unified professional voice on GIS and LIS issues.
- To promote development of GIS and LIS.
- To act as advisors to the Minnesota Statewide Geospatial Advisory Council.
Section 1.2.Education and Public Relations
- To establish communication within the Minnesota GIS/LIS community.
- To provide members with information about state-of-the-art advances in information sharing, analysis techniques, display and data capture technologies and computer systems and networks.
- To facilitate educational workshops addressing specific GIS/LIS topics.
- To promote the understanding of GIS and LIS to the user community and the public through a variety of media which may include newsletters and conferences.
Section 1.3.Study and Research
- To establish special topic committees to study and research areas of interest to the GIS/LIS community.
- To make recommendations to the GIS/LIS community.
ARTICLE II. MEMBERS
Section 2.1.Classes of Members. The membership of the corporation shall consist of the Members of the Board of Directors and any persons who apply for membership and are approved by the Board of Directors of the corporation.
Section 2.2.Voting Rights. All Members shall be entitled to one vote on any matter properly presented to the Members. Voting by proxy shall not be permitted.
Section 2.3.Resignation of Members. A member may resign at any time. The resignation of a member does not release the member from any obligations the member may have to the corporation for dues, assessments, or fees or charges for goods and services.
Section 2.4.Termination of Membership. A Member shall not be expelled or suspended, and a membership may not be terminated or suspended, except for nonpayment of dues or fees, unless the Member is given:
- not less than fifteen (15) days’ prior written notice of the expulsion, suspension, or termination, and the reasons for it; and
- an opportunity for the Member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension not take place.
Section 2.5.Member Meetings. Member meetings shall be held as follows:
Section 2.5.1.Regular Meetings of Members. Regular meetings of voting Members shall be held annually, on such day and at such time as the Board of Directors shall determine. The annual meeting shall consist of a recap of the previous year's events, and such other matters as determined by the Board of Directors.
Section 2.5.2.Members’ Right to Call Meetings. If a regular meeting of voting Members has not been held during the preceding fifteen (15) months, at least fifty (50) Members with voting rights or ten percent (10%) of the Members with voting rights, whichever is less, may demand a regular meeting of the Members by written notice of demand given to the Chair or the Treasurer of the corporation. Within thirty (30) days after receipt of the demand, the Board shall cause a regular meeting of Members to be called and held on notice no later than ninety (90) days after receipt of the demand at the expense of the corporation.
Section 2.6.Quorum for Membership Meeting. Unless otherwise provided by law or by these Bylaws, a quorum for a meeting of the Members is ten percent (10%) of the Members entitled to vote at the meeting.
Section 2.7.Number Required for Action by Members. Except where a larger portion or number is required by law or by these Bylaws, the Members may take action by the affirmative vote of a majority of the Members present at a duly held meeting.
Section 2.8.Action by Written Ballot. An action that may be taken at a regular or special meeting of Members may be taken without a meeting if the corporation mails or delivers a written ballot to every Member entitled to vote on the matter. A written ballot must: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. Approval by written ballot under this section is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Solicitations for votes by written ballot must: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1.General Powers; Designation. The business and charitable affairs of the corporation shall be managed by or under the direction of a Board of Directors elected by the affirmative vote of a majority of the members present at a duly held meeting or appointed in the manner set forth below. The Board of Directors shall have primary responsibility for overseeing the activities of this corporation; engaging in long-range planning for this corporation; ensuring the mission of this corporation; and approving the annual budget for this corporation.
Section 3.2.Election, Appointment, and Number of Directors. The Board of Directors shall consist of fourteen (14) individuals. Eleven (11) directors shall be elected by the members, by annual E-mailed ballot, to fill the following offices: The Chair, Chair-Elect, Secretary, Treasurer, Conference Chair, Conference Chair-Elect, Local Government Representative, State Government Representative, Higher Education Representative, Private Sector Representative and one At-Large Representative. Nominations for Board members may be submitted by any Consortium member of the Board of Directors. In addition, the Minnesota Geospatial Information Office (MnGEO) and the MnGEO Geospatial Advisory Councils (MnGAC) shall each appoint an ex-officio member annually to serve with the Board of Directors. Lastly, the outgoing Chair shall serve an additional one-year term in an ex-officio capacity.
Section 3.3.Terms of Directors. Beginning January 1, 2003, Directors shall serve for a term of two (2) years each, with a term commencing on January 1. The Chair-Elect shall serve as Chair following his/her term as Chair-Elect. The Conference Chair-Elect shall serve as Conference Chair following his/her term as Conference Chair-Elect. The term of the Secretary, Local Government Representative, Higher Education Representative, and At-Large Representative shall begin January 1 in even-numbered calendar years and run for two (2) years. The term of the Treasurer, State Government Representative, and Private Sector Representative shall begin January 1 in odd-numbered calendar years and run for two (2) years. Any director shall be eligible for re-election not to exceed two (2) consecutive terms in any one position, unless no candidate is nominated for the position.
Section 3.4.Quorum. At all meetings of the Board of Directors, six (6) directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 3.5.Number Required for Action by Directors. 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.
Section 3.6.Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken 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.
Section 3.7.Regular Meetings/Annual Meeting. The Board of Directors shall have regular meetings at least quarterly, or more frequently at the request of the Chair, at such places and times as it shall establish by resolution. The annual meeting of the Board of Directors shall be at such time and place as may be designated by resolution of the Board of Directors.
Section 3.8.Special Meetings. Special meetings of the Board of Directors may be called at any time upon request of the Chair, or any two (2) directors, provided that any such request shall specify the purpose or purposes for the meeting. The Chair shall set the date for the special meeting within three (3) 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.
Section 3.9.Resignation of Directors. A director may resign at any time by giving written notice to the Chair of the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice.
Section 3.10.Removal of Directors. A director may be removed from office, with or without cause, by the affirmative vote of two-thirds (2/3rds) of the directors present at a duly held meeting; provided that not less than five (5) days and not more than thirty (30) days notice of such meeting stating that removal of such director is to be on the agenda for such meeting shall be given to each director.
Section 3.11.Vacancies. In the event of the death, removal or resignation of a director, a successor to fill the unexpired term shall be appointed by the Chair, upon the approval of a majority of the directors present at a duly held meeting.
Section 3.12.Proxies. Neither a director nor a committee member shall appoint a proxy for himself or herself, nor shall he or she vote by proxy.
Section 3.13.Place of Meetings. The Board of Directors and any committee thereof may hold their meetings at such places, whether in this state or in any other location, 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 principal offices of the corporation.
Section 3.14.Electronic Meetings. A conference among directors by a means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board of Directors or committee, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference is a quorum. A director or committee member may participate in a meeting by any means of communication through which the director or committee member, other participants, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by the above-mentioned means is personal presence at the meeting.
Section 3.15.Notice of Meetings. Whenever under the provisions of these Bylaws notice is required to be given to any director or other person, it shall be construed to require personal notice, but such notice may be given:
- when mailed to the director or other person at an address designated as the last known address of the director or person or at the address of the director or person in the corporate records;
- when communicated to the director or other person orally;
- when handed to the director or other person;
- when left at the office of the director or other person with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office;
- if the office of the director or other person is closed or if there is no office, when left at the dwelling or usual place of abode of the director or other person with a person of suitable age and discretion residing in the house; or
- when communicated to the director or other person by facsimile, e-mail, or other electronic means, at a facsimile number or e-mail address designated by the director or other person; or
- when the method is fair and reasonable when all the circumstances are considered.
Notice by mail is given when deposited in the United States mail with sufficient postage. Notice is considered received when it is given.
Section 3.16.Waiver of Notice. Any director may execute a written waiver of notice of any meeting required to be given by statute 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.
Section 3.17.Payment of Directors. Directors shall not be compensated for their duties as directors, except that a director may receive a salary for his or her services as an employee, and directors may be reimbursed for expenses incurred on behalf of the corporation.
ARTICLE IV. COMMITTEES
Section 4.1.In General. The Board of Directors may establish one or more committees having the authority of the Board in the management of the business of the corporation to the extent determined by the Board of Directors.
Section 4.2.Standing Committees. There shall be standing committees including, but not limited to, Newsletter, Conference, Web, Workshops, and Nominating.
Section 4.3.Committee Chairs. The Board of Directors shall establish and appoint a chair for special topical committees and subcommittees as deemed necessary to carry out the purposes of the corporation.
ARTICLE V. OFFICERS
Section 5.1.Officers. The officers of the corporation shall be a Chair, a Chair-Elect, a Secretary, a Treasurer, and such other officers as the Board of Directors may, from time to time, appoint.
Section 5.2.Duties of Officers. The duties of the officers of this corporation shall be:
Section 5.2.1.Chair. The Chair shall preside at all meetings of the Board of Directors and shall oversee the long term goals and purposes of the corporation. The Chair shall be the chief executive officer of the corporation, shall be responsible for the day to day operations of the corporation, and shall have all of the powers and duties normally belonging to the President, Chief Executive Officer, or Executive Director of a Minnesota nonprofit corporation. The Chair shall present an annual address at a time and place designated by the Board of Directors, coincident with the annual conference of the organization when applicable. He or she shall also perform such other duties as may be determined from time to time by the Board of Directors.
Section 5.2.2.Chair-Elect. The Chair-Elect shall perform such duties as may be determined from time to time by the Board of Directors. The Chair-Elect shall be vested with all powers of and perform all the duties of the Chair in the Chair's absence or inability to act, but only so long as such absence or inability continues.
Section 5.2.3.Secretary. The Secretary or his or her designee shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time to time by the Board of Directors.
Section 5.2.4.Treasurer. The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of the corporation, disbursing corporate funds as authorized, and shall have all of the powers and duties normally belonging to the Treasurer of a Minnesota nonprofit corporation. The Treasurer shall perform such other duties as may be determined from time to time by the Board of Directors.
Section 5.3.Salaries of Officers. The salaries of all officers of the corporation shall be fixed by the Board of Directors. However, no such salary need be fixed if such service is voluntary.
Section 5.4.Officers as Members of Board of Directors. All officers shall be members of the Board of Directors.
Section 5.5.Resignation of Officers. An officer may resign at any time by giving written notice of the resignation to the Secretary of the corporation. The resignation is effective without acceptance when notice is given to the corporation, unless a later effective date is named in the notice.
Section 5.6.Removal of Officers. Any officer appointed by the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.
Section 5.7.Vacancies. Any vacancy in an officer’s position due to death, resignation or removal shall be filled by the Board of Directors.
ARTICLE VI. STANDARD OF CARE AND CONFLICTS OF INTEREST
Section 6.1.Standard of Care. It is the responsibility of each director of this corporation to discharge his or her duties as a director in good faith, in a manner the director reasonably believes to be in the best interests of this corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 6.2.Conflicts of Interest.
Section 6.2.1.In General. A proposed contract or transaction between the corporation and any Interested Person or between a Related Organization and any Interested Person, or between the corporation and any Organization in which an Interested Person serves as director, officer or legal representative or has a Material Financial Interest, may not be entered into until and unless:
a) the material facts as to the contract or transaction and as to the interest of an Interested Person are fully disclosed or known to the Board of Directors or a committee, as the case may be; and
b) a majority of the Board of Directors or such committee in good faith authorizes and approves the contract or transaction, but the Interested Person shall not be counted in determining the presence of a quorum and shall not vote.
Section 6.2.2.Definitions. For purposes of this Article V, the following terms shall have the meanings indicated:
a) "Interested Persons” means and includes directors and officers.
b) "Organization” means a corporation, partnership, joint venture, association, trust, estate, enterprise, or other legal or commercial entity.
c) "Related Organization” means an Organization that, directly or indirectly, controls, is controlled by, or is under common control with, the corporation.
d) An Interested Person has a "Material Financial Interest” in an Organization in which the Interested Person, or the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters, of the Interested Person have a material financial interest.
Section 6.2.3.Examples. Examples of conflicts of interest are described, but not limited to those listed below.
a) Interested Person is employed by an agency which may provide space to the Consortium for workshops or conference events in return for a fee.
b) Interested Person is a member of a club, organization or agency which might provide space to the Consortium for workshops or conference events in return for a fee.
c) Interested Person is a member of a users group or other organization who requests an event grant from the Consortium.
a) To establish whether or not a conflict of interest exists outside the above examples, the Board will discuss the situation at a regularly held board meeting, and make a determination of conflict by a majority vote. The affected Board member(s) may discuss the situation, but will abstain from voting.
b) If a regularly scheduled Board meeting cannot be held soon enough to appropriately address the situation, the Board may meet, discuss and vote via phone conference.
c) If the situation is deemed simple enough to not require lengthy discussion, the Board may discuss and vote via email.
Section 6.3.Facilitation of Disclosure. Persons covered by this policy will annually provide an update to the Chairman of the Board of Directors on a form provided by the organization, indicating their interests that could give rise to conflicts of interest. Known conflicts should be entered on the form at the January meeting. Conflicts or potential conflicts that arise later during the year should be added to the form and resubmitted to the Chair. Committee Chairs shall review the policy and form with subcommittee members as they join subcommittees, and have those members fill out the form, and update the form if potential conflicts arise. The Committee Chair will collect the forms from their committee and provide these to the Board Chair.
Section 6.4.Ratification. If a director discovers that he or she (or another Interested Person) has entered into a contract or transaction with the corporation without the authorization and approval of the Board of Directors (or a committee designated by the Board), the director shall immediately disclose the material facts regarding the contract or transaction to the Board of Directors (or a committee designated by the Board). Thereupon the Board of Directors (or committee) shall review the contract or transaction to determine whether the contract or transaction should be ratified.
Section 6.5.Procedures to Manage Conflicts. For each conflict of interest disclosed to the Chairman of the Board of Directors, the Chairman will determine whether to: (a) take no action; (b) ask the person to recuse from participation in related discussions or decisions within the organization; or (c) ask the person to resign from his or her position in the organization. If the person refuses to resign, s/he becomes subject to possible removal in accordance with the organization’s removal procedures. (Bylaws, Section 5.6 Removal of Officers) The Organization’s Board Chair and Treasurer will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the Board of Directors in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred.
Section 6.6.Exception. The procedures described in Sections 6.3 and 6.4 are not required if the contract or other transaction is between Related Organizations.
Minnesota GIS/LIS Consortium
Conflict of Interest Statement
I have read the Minnesota GIS/LIS Consortium Conflict of Interest Policy and agree to its terms.
I hereby state that to the best of my knowledge I maintain no relationship with a person or organization, as defined in the Conflict of Interest Policy, that is currently transacting business or is expected to transact business with the Minnesota GIS/LIS Consortium.
I hereby state that I do have a relationship with persons or organizations, as defined in the Minnesota GIS/LIS Consortium Conflict of Interest Policy and listed below, which might constitute, or lead to, a conflict of interest.
ARTICLE VII. FISCAL MANAGEMENT
Section 7.1.Fiscal Year. The fiscal year of the corporation shall begin January 1 and end December 31.
Section 7.2.Deposits and Withdrawals. The funds of the corporation shall be deposited in such banks or depositories as determined by the Board of Directors. Remittances and withdrawals shall be made by the directors of the corporation in such manner as established by the Board of Directors.
Section 7.3.Inspection of Records. All books, records, and property of the corporation shall be open at all times to the inspection and examination of the Board of Directors.
Section 7.4.Income and Fees. Income shall be generated through funds received from conferences, workshops, and through other means as determined by the Board of Directors. Membership fees may be charged as deemed necessary by the Board of Directors.
Section 7.5.Annual Budget. The annual budget of estimated income, income expense and capital expense shall be approved by the Board of Directors.
Section 7.6.Treasurer's Audit and Report. There shall be an internal audit of the corporation books and records performed by each newly elected Treasurer. A summary report of the financial operation of the corporation shall be made by the Treasurer at least annually to the Board of Directors, and such other times as requested by the Chair.
ARTICLE VIII. CORPORATE SEAL
The corporation shall not have a seal.
ARTICLE IX. INDEMNIFICATION
Section 9.1.In General. Subject to Section 9.2 hereof, the corporation shall indemnify and make advances to each person who is or was a director, officer, or employee of the corporation, or a member of any committee, to the full extent mandated by, and in accordance with, Section 317A.521 of the Minnesota Nonprofit Corporation Act, without prohibitions, limitations or conditions other than those set forth in said Section 317A.521.
Section 9.2.Limitation on Indemnification. Indemnification pursuant to Section 9.1 hereof shall be for the sole and exclusive benefit of the person expressly identified therein, and no other person, corporation, or legal entity of whatever nature shall have any rights thereunder by way of voluntary or involuntary assignment, subrogation, or otherwise.
Section 9.3.Insurance. The corporation may provide, maintain, and pay for insurance on behalf of any person indemnified pursuant to Section 9.1 hereof.
ARTICLE X. AMENDMENT OF BYLAWS
These bylaws maybe amended at any time and from time to time by the affirmative vote of a majority of the directors who are present at a duly held meeting, provided that written notice of the meeting and of the proposed amendment shall be given to each director not less than five (5) nor more than thirty (30) days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted.