Bylaws – Amended August 4, 2020
The name of this organization shall be Engaging Local Government Leaders (ELGL).
The area of this organization shall be international.
The purpose of ELGL is to connect, communicate, and educate about local government.
- The purpose or purposes for which the corporation is organized are as follows: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.
- No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
- Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 1 OFFICERS:
The officers of this organization shall be comprised of up to seven members representing the organization at large as members of the Executive Board.
Section 2 EXECUTIVE BOARD:
The seven officers of this organization shall comprise the membership of the Executive Board. In the case of a tie vote, the Executive Director shall vote with the Board.
Section 3 TERMS OF OFFICE; FILLING VACANCIES:
Two members of the Executive Board shall serve with no specified term limits. Five members of the Executive Board shall serve staggered two-year terms. Vacancies shall be filled by the remaining Executive Board members.
Section 4 EXECUTIVE DIRECTOR:
The Board shall appoint an Executive Director who shall oversee day-to-day operations of the organization, carry out the directives of the Executive Board, and manage the budget and personnel of the organization.
Members shall pay annual dues as determined by the Executive Board. Annual membership dues are on a rolling basis, based on when the member signed up for membership and lasting for one year from that date. Dues will be set by the Executive Board.
Duties of Officers
The Executive Board shall appoint committees as deemed necessary. The Executive Board shall act in the capacity of Directors – supervising the affairs of the organization. The Executive Director shall sit with the Executive Board at all meetings.
Duties of Secretary-Treasurer
The Executive Director shall fill the role of the Secretary-Treasurer at Executive Board meetings. They shall transact the necessary financial business of the organization, keeping a complete record of all transactions, which shall be submitted for auditing.
The fiscal year shall date from July 1 to June 31. An advisory committee shall work with the Executive Director on a budget, and send an approved budget to the Executive Board by June 1, for their adoption by July 1.
Amendment of Bylaws
The bylaws may be amended or repealed by a two-thirds vote of the Executive Board, after all Board members are electronically notified of the meeting and provided with a reasonable opportunity to provide comments.
ELGL shall hold an annual membership meeting at a time fixed by the Executive Board, and after notice to all members. The annual meeting will occur solely by means of remote communication.
- The Executive Board authorizes members that are not physically present for a membership meeting to participate in, be deemed present in person at and vote at the membership meeting by remote communication. Participation by remote communication is subject to guidelines and procedures adopted by the Executive Board.
- Before the Executive Board authorizes members to participate in a membership meeting by remote communication, the Executive Board shall implement measures to:
- verify that a person that is participating in the membership meeting by remote communication is a member; and
- ensure that a member may participate by remote communication in an effective manner.
- The Executive Board shall maintain a record of the vote or other action of a member that participates in a membership meeting by remote communication.
- Notice of a membership meeting shall state that the board authorizes participation by remote communication and shall describe how a member may notify the Executive Board that the member intends to participate in the membership meeting by remote communication.
Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
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 corporation 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.