Name and Purpose
Section 1 NAME:
The name of this organization shall be Engaging Local Government Leaders (ELGL).
Section 2 NETWORK AREA:
The area of this organization shall be international.
Section 3 PURPOSE:
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 MEMBERSHIP:
Membership in ELGL may be granted to any individual that: (a) meets the criteria for membership as set forth by the Executive Board; (b) shares interest in and supports the purposes of ELGL; and (c) abides by these Bylaws and such other rules, policies, and regulations as ELGL may adopt.
Section 2 MEMBERSHIP CATEGORIES:
The membership of ELGL shall be composed of the following categories, and such additional categories as the Executive Board may from time to time establish:
- Active Members: Active Membership may be granted to those individuals having responsibility or interest in any aspect or function of government or who are either employed by, or an elected official of, any unit of a local, state, provincial, national, or federal government. The Executive Board may, in its discretion, distinguish among various types of Active Members for establishing appropriate membership service fees and other purposes.
Section 3 RIGHTS AND DUTIES:
- Only Active Members may serve on the Executive Board, hold an office in ELGL, and vote on committees and task forces created by ELGL's Executive Board.
- Only Active Members in good standing ("Voting Members") have the right to vote on any matter presented to the members; provided, however, such right to vote is specifically limited to such matters as the Executive Board may, in its discretion, present to the Voting Members. Each Voting Member shall have one (1) vote in such matters.
- Notwithstanding anything set forth to the contrary herein, no member of ELGL (including Voting Members), in their capacity as a ELGL member, shall have the right to vote on an amendment to ELGL's Articles of Incorporation or Bylaws, or the merger or dissolution of ELGL.
- All members shall be entitled to attend member events, meetings, conferences, networking, and social functions of ELGL as determined by the Executive Board or its designee(s).
- For the purposes of these Bylaws, "good standing means that a member (i) is current with respect to all financial obligations to ELGL (i.e., in the payment of dues, assessments or other amounts), (ii) is not subject to disciplinary measures impacting their membership status or rights, and (iii) appears in ELGL's records as a member of ELGL in the appropriate or required membership category.
- Additional benefits associated with the various membership categories shall be determined by the Executive Board from time to time.
Section 4 RESIGNATION AND REINSTATEMENT:
- Members may resign from ELGL at any time by giving written notice to either the Chair of the Executive Board or the Executive Director or designee(s). Such resignation shall in no way release the resigning member from any financial responsibility to ELGL for any membership service fees, assessments, or other financial commitments accrued during the term of membership or notice period and due or owing to ELGL. Such resignation shall not automatically entitle resigning members to the return of any membership service fees, assessments, or other fees paid to ELGL prior to the effective date of such withdrawal.
- The Executive Board may from time to time adopt additional rules governing resignation and may adopt rules governing potential reinstatement of members who have been resigned or been terminated for non-payment of fees or assessments.
Section 6 ETHICS AND DISCIPLINE:
- Grounds for Discipline. A member may be disciplined for any of the following reasons: (i) failure to comply with these Bylaws, the principles or ethics of ELGL, or any other written rules, policies, or regulations of ELGL; (ii) conviction of a felony or a crime related to, or arising out of, the member's fiduciary duties and responsibilities or involving moral turpitude; (iii) unauthorized use of ELGL's name, logo or other trademarks on stationary, publications, advertisements, printed material, or in any other manner; and (iv) immoral, dishonorable, or unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of ELGL.
- Procedures. Discipline may include, but is not limited to, censure, suspension, probation, or expulsion. Disciplinary action may be taken against a member by a majority vote of the Executive Board. Such disciplinary actions shall be conducted in accordance with procedures established by the Executive Board. Any action to expel a member shall address whether or not the individual is eligible for reinstatement and the conditions of such reinstatement, if applicable.
Section 7 DUES:
Members shall pay annual dues as determined by the Executive Board. Dues will be set by the Executive Board.
Section 1 COMPOSITION:
The Executive Board shall be composed of nine (9) individuals as follows: the Chair, Vice Chair, Secretary, Treasurer, and five (5) additional Directors (collectively, the "At-Large Directors"). The Officers and At-Large Directors are collectively referred to herein as the "Directors" and each individually as a "Director." All Directors will represent the organization at large.
Section 2 OFFICERS:
- Officers. The officers of ELGL shall be a Chair, Vice Chair, Secretary, Treasurer, and such officers as may be determined by the Executive Board (collectively the "Officers" and each an "Officer"). The Executive Board shall select individuals for the Officers from members of the Executive Board. The Officers shall have the authority to perform such duties as may be prescribed from time to time by the Executive Board. No two (2) offices may be held simultaneously by the same person.
- Term and Elections. (i) Each Officer (with the exception of the Secretary and Treasurer) shall hold office for a one (1)-year term or until their successor has been duly selected. The Vice Chair shall automatically succeed to the office of Chair upon the conclusion of the Chair's term in office. The Chair may succeed to the ex-officio role of Past Chair upon the conclusion of the Chair's term in office. (ii) The Chair and Vice Chair shall be selected annually by the Executive Board at their first meeting in July.
Section 3 CHAIR:
The Chair shall be the principal officer of ELGL and shall, in general, supervise all of the affairs of ELGL subject to the direction and control of the Executive Board, by communicating with the Executive Director as necessary regarding the business of ELGL. The Chair shall preside at all meetings of the Executive Board. The Chair may sign any deeds, mortgages, bonds, contracts, or other instruments which the Executive Board has authorized to be executed, except documents the execution of which shall be expressly delegated by law, the Articles of Incorporation, these Bylaws, or the Executive Board to some other officer or agent of ELGL. The Chair shall, in general, perform all duties customarily incident to the office of Chair and such other duties as may be prescribed by the Executive Board.
Section 4 VICE CHAIR:
The Vice Chair shall assist the Chair in the discharge of the duties of the Chair as from time to time may be assigned by the Chair and shall perform other such duties as may be assigned from time to time by the Executive Board. In the absence of the Chair or in the event of the Chair's inability or refusal to act, the Vice Chair shall perform the duties of the Chair and, when so acting, shall have the powers of and be subject to all the restrictions upon the Chair.
Section 4 TREASURER:
The Treasurer shall be the principal accounting and financial officer of ELGL and shall have the charge of and be responsible for the maintenance of adequate books of account for ELGL; shall have charge and custody of all funds and securities of ELGL, and be responsible therefore, and for the receipt and disbursement thereof; shall deposit all funds and securities of ELGL in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws. The Treasurer shall in general perform all of the duties customarily incident to the office of treasurer and such other duties as from time to time may be assigned by the Chair or by the Executive Board. The Executive Director may be assigned or assign one or more of the ministerial duties of the Treasurer to their designee(s).
Section 5 SECRETARY:
The Secretary shall keep the minutes of the meetings of the Executive Board and meetings of the Voting Members of ELGL; see that all notices are duly given; be custodian of ELGL's records; keep a record of contact information of each member of ELGL which shall be furnished to the Secretary by such member. The Secretary shall in general perform all of the duties customarily incident to the office of secretary and such other duties as from time to time may be assigned by the Chair or by the Executive Board. The Executive Director may be assigned or assign one or more of the ministerial duties of the Secretary to their designee(s).
Section 6 TERMS OF OFFICE; FILLING VACANCIES:
Members of the Executive Board will serve staggered three-year terms, with one-third of the members rotating off of the Executive Board each year. Vacancies shall be filled by the remaining Executive Board members.
Section 7 EXECUTIVE DIRECTOR:
The Board shall appoint an Executive Director who shall (i) oversee day-to-day operations of the organization, (ii) carry out the directives of the Executive Board, and (iii) manage the budget and personnel of the organization. (iv) In the case of a tie vote of the Executive Board, the Executive Director shall vote with the Board.
Section 1 ANNUAL MEETING:
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.
Section 2 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: (i) verify that a person that is participating in the membership meeting by remote communication is a member; and (ii) 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.
Committees and Task Forces
Section 1 COMMITTEES:
The Executive Board may, from time to time, create standing or special committees (in addition to those set forth below) to advise and assist the Directors in carrying out their duties. The Executive Board may appoint a board liaison to serve on any committee. The Executive Board may, in its discretion and except as otherwise set forth below, appoint any individual, including non-members, to serve on a committee without a vote.
Section 2 STANDING COMMITTEES:
- Executive Committee. The voting members of the Executive Committee of ELGL shall consist of the Chair, Vice-Chair, Secretary, and Treasurer. The Past Chair may serve as an ex-officio member of the Executive Committee. The Executive Director shall be invited to attend and participate (without vote) in all meetings of the Executive Committee, except those held in executive session. The Chair shall serve as the chair of the Executive Committee. (i) The Executive Committee shall have the authority to perform the business and functions of the Executive Board between meetings of the Executive Board, except as otherwise set forth in these Bylaws and shall promptly report to the Executive Board any action taken. The delegation of authority to the Executive Committee shall not operate to relieve the Executive Board or any individual officer or member of the Executive Board of any responsibility imposed by law. (ii) The Executive Committee shall meet upon the request of the Chair or any two (2) members of the Executive Committee. A majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of business at any duly called meeting of the Executive Committee. The act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee. Only Directors shall serve as voting members of the Executive Committee. The creation of the Executive Committee, the appointment of directors to the Executive Committee, and designating or selecting non-voting members to serve on the Executive Committee must be approved by the greater of: a majority of all Directors in office when the action is taken, or the number of Directors required for a quorum majority under the Articles of Incorporation and Bylaws.
- Other Standing Committees of the Board. The Executive Board may establish other standing committees to support ELGL's purposes as it deems necessary. A majority of the members of any committee having the authority of the Executive Board must be members of the Executive Board. Except as otherwise set forth in these bylaws. (i) The action establishing a standing committee shall set forth the purpose, authority, and any required qualifications for membership on the committee and the Executive Board, or its designee(s), shall determine the composition of ELGL's standing committees. (ii) Unless otherwise set forth in the action establishing a standing committee, committee members shall serve a one-year term in office on the committee. (iii) At all meetings of any standing committees, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee members present and voting at a meeting at which a quorum is present shall be required for any action. Committee members may participate in and act at any meeting of a committee through the use of a conference telephone, video conference or any other means of communication by which all persons participating in the meeting are able to communicate with each other. (iv) Vacancies in the membership of a standing committee shall be filled by appointments made in the same manner as the original appointments to that committee. (v) The creation of any committee having the authority of the Executive Board, and the appointment of Directors and selection of other committee members, must be approved by the greater of: a majority of all Directors in office when the action is taken, or the number of Directors required for a quorum majority under the Articles of Incorporation and Bylaws.
- Policies and Procedures. The Executive Board or its designee(s) shall develop and approve policies and procedures for the operation of all standing committees. All such policies shall be subject to the approval of the Executive Board. All standing committees shall report to the Executive Board and are subject to the ultimate authority of the Executive Board.
Section 3 ADVISORY OR AD HOC COMMITTEES AND TASK FORCES:
The Executive Board may appoint such advisory or ad hoc committees and task forces as are necessary and appropriate to support the purposes of ELGL. All such committees and task forces shall terminate when the purpose for which such committee or task force was created has been fulfilled, unless renewed or terminated prior to such fulfillment by the Executive Board. The action establishing such a committee or task force shall set forth the purpose and composition of the committee or task force, and any required qualifications for membership on the committee or task force.
- Appointments. The Chair shall appoint the chair and members of all advisory or ad hoc committees and task forces created by the Executive Board, except where otherwise set forth in these Bylaws.
- Quorum and Manner of Acting. At all meetings of any advisory or ad hoc committee or task force, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee or task force members present and voting at a meeting at which a quorum is present shall be required for any action.
- Committee/Task Force Vacancies. The resolution or charter establishing the committee will govern the filling of vacancies; provided, however, if the filling of vacancies is not addressed in the charter, vacancies in the membership of an advisory or ad hoc committee or task force shall be filled by appointments made in the same manner as the original appointments to that committee or task force.
- Policies and Procedures. The Executive Board or its designee(s) shall develop and approve general policies and procedures for the operating of all advisory or ad hoc committees and task forces. All such policies shall be subject to the approval of the Executive Board. Unless otherwise provided, all advisory or ad hoc committees and task forces shall report to the Executive Board and are subject to the ultimate authority of the Executive Board.
- Limitations on Authority. Any committee created under this section may not: authorize distributions; approve or recommend to members dissolution, merger, or the sale of all or substantially all of the corporation’s assets; elect, appoint, or remove Directors, or fill a vacancy on a standing board committee; adopt, amend, or repeal the Articles of Incorporation or bylaws.
Section 1 FISCAL YEAR:
The fiscal year shall date from July 1 to June 30. An advisory committee in conjunction with the Treasurer 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.
Section 2 CONTRACTS:
The Executive Board may authorize any Officer or Officers, or agent or agents of ELGL, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of ELGL, and such authority may be general or confined to specific instances.
Section 3 PAYMENT OF INDEBTEDNESS:
All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of ELGL shall be signed by such Officer or Officers, or agent or agents of ELGL and in such manner as shall be determined by action of the Executive Board. In the absence of such specific determination by the Executive Board, such instruments shall be signed by the Executive Director (or their designee(s)) if such expenditures are authorized by a Board approved budget.
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.
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.
ELGL shall indemnify all Officers, Directors, and committee members of ELGL to the full extent permitted and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Executive Board.
Amended May 12, 2023