Bylaws – Adopted Amendments – May 2017
ARTICLE 1
Name
The name of this organization shall be Engaging Local Government Leaders (ELGL).
ARTICLE 2
Network Area
The area of this organization shall be international.
ARTICLE 3
Purpose
The purpose of ELGL is to connect, communicate, and educate about local government.
- The organization, being organized and operated exclusively for purposes as defined under Section 501(c)(6) of the Internal Revenue Code of 1986 (or any corresponding provision of any future United States Internal Revenue Law), may make distributions to organizations and individuals in furtherance of its corporate purposes and in accordance with §501(c)(6) of the Code.
- No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the organization 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 this Article 3.
- Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under §501(c)(6) of the Code.
ARTICLE 4
Officers
Section 1 OFFICERS:
The officers of this organization shall be comprised of four members representing the organization at large as members of the Executive Board.
Section 2 EXECUTIVE BOARD:
The four 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. Two 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.
ARTICLE 5
Dues
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.
ARTICLE 6
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.
ARTICLE 7
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.
ARTICLE 8
Fiscal Year
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.
ARTICLE 9
Amendment of Bylaws
The bylaws may be amended or repealed by two-thirds vote of the active members of the organization present via electronic vote, provided all members shall have been notified of the time and place for the meeting.
ARTICLE 10
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.
ARTICLE 11
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:
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- 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.
ARTICLE 12
Dissolution
Upon dissolution of the organization, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for purposes as shall at the time qualify as an exempt organization or organizations under §501(c)(6) of the Internal Revenue Code of 1986 (or any corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of law 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, that are organized and operated exclusively for exempt purposes.