January 26, 2009
MINNESOTA COALITION ON GOVERNMENT INFORMATION
Article I – Name and Purpose
Section 1 – The name of the corporation is the Minnesota Coalition on Government Information. It is incorporated under the laws of the State of Minnesota.
Section 2 – The Minnesota Coalition on Government Information is organized exclusively for research and education purposes.
The purpose of this corporation is to:
• Support and conduct non-partisan research, education, and informational activities to increase public awareness of the policy issues related to government information.
• Provide a forum for organizations and individuals to share resources and opinions regarding information policy.
• Raise the profile of information policy issues in the public arena.
Article II- Membership
Section 1 — Eligibility for membership: Application for membership shall be open to any person or organization that supports the purpose statement in Article I, Section 2. Membership is granted by the board after completion and receipt of a membership application.
Section 2 — Rights of members: Each member may participate in the activities of the corporation in support of the purpose statement in Article I, Section 2, but shall not have the right to vote.
Section 3 — Resignation and termination: Any member may resign by filing a written resignation with the secretary. A member can have their membership terminated by a majority vote of the board for: (1) failure to support the purpose of the corporation; or (2) conduct detrimental to the corporation.
ARTICLE III — MEETINGS OF MEMBERS
Section 1 —Annual meetings: An annual meeting of the members shall take place in the month of October, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall receive reports on the activities of the corporation.
Section 2 — Special meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors.
Section 3 — Notice of meetings: Notice of each meeting shall be given to each member not less than two weeks prior to the meeting. Notice may be sent by regular mail, facsimile, electronic mail or any other generally accepted method of delivery.
Article IV – Board of Directors
Section 1 – Board role, size and compensation: The board is responsible for overall policy and direction of the corporation, and delegates responsibility for day-to-day operations to the staff and committees. The board shall have up to 15 members, but not fewer than 5 members. The board receives no compensation other than reasonable expenses. The corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause.
Section 2 – Terms: Except for the initial board members whose terms will be staggered, all board members shall serve three-year terms and are eligible for re-election for up to three consecutive terms.
Section 3 – Meetings and notice. The board shall meet at least annually, at an agreed upon time and place. An official board meeting requires that each board member have notice at least seven days in advance. Notice of regular, annual and special meetings or of meeting changes may be sent by regular mail, facsimile, electronic mail or any other generally accepted method of delivery.
Section 4 – Board elections. During the last quarter of each fiscal year of the corporation, the board of directors shall elect directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 5 – Election procedures: New directors shall be elected by a majority of directors present at such a meeting.
Section 6 – Quorum: Fifty percent of the board members constitute a quorum.
Section 7 – Officers and Duties. There shall be three officers of the board, consisting of a chair, a secretary, and a treasurer. Their duties are as follows:
• The chair will convene the board meetings and will preside at them or arrange for another officer to preside.
• The secretary shall be responsible for keeping records of board action, including overseeing the taking of minutes of all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
• The treasurer shall make a report at each board meeting. The treasurer shall assist in the preparation of the budget, help develop fundraising plans and make financial information available to board members.
Section 8 – Vacancies. When a vacancy on the board occurs mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the open term.
Section 9 – Resignation, termination and absences. Resignation from the board must be in writing and received by the secretary. A board member may be terminated from the board due to excess absences. Excess absence is defined as three consecutive unexcused absences from board meetings in a year. The board chair shall determine if an absence is excused. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 – Special meetings. Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least three days in advance and. may be sent by regular mail, facsimile, electronic mail or any other generally accepted method of delivery.
Section 11 – Fiscal year: The fiscal year for the corporation is the calendar year.
Section 12 – Conflict of interest: The board has a conflict of interest policy in place and requires each member and employee to complete and file a conflict of interest statement at least once each year. Board members are required to file an updated conflict of interest statement if there is a change in the information during the course of the year.
Article V – Committees
Section 1 – Committee Formation. The board may create committees as needed. The board chair appoints all committee chairs.
Section 2 – Executive Committee. The three officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3– Any meeting among members of the executive committee may be conducted solely by one or more means of remote communication through which all of the executive committee can hear each other.
Article VI – Amendments
These bylaws may be amended when necessary by a two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
These bylaws were approved at a meeting of the board of directors by a two-thirds majority on [date].
Don Gemberling January 26, 2009