Name and Location | Membership | Board of Directors | Duties of the Officers | Association Meetings and Elections | Powers of the Association | Distribution of Assets Upon Dissolution | Limitations | Miscellaneous
The name of the corporation is the National Association of Government Web Professionals, Inc., hereinafter referred to as the Association. The principal office of the Association shall be located at 6311 W. Gross Point Rd Niles, IL 60714. Meetings of Members and of the Board of Directors may be held at such places within the United States as may be designated by the Board of Directors. In future times, the principal office of the Association shall be at such a place as may be designated by the Board and communicated to the membership at a conference or through a newsletter or electronic mail.
Section 1. Members.
To be eligible for full, voting membership in the Association, an applicant must be considered a full- or part-time employee of a qualifying local government entity as defined in Article IX, Section 6, and receive an annual W2 statement from that agency. Unpaid volunteers who manage or regularly update the web site for a qualifying local government entity will be considered by the Board for full, voting membership on a case-by-case basis.
To be eligible for associate, non-voting membership in the Association, an applicant must be considered a full- or part-time employee of a U.S. state government, the District of Columbia, Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa and the Northern Mariana Islands, and receive an annual W2 statement from that agency. Associate members shall not be eligible to vote for or serve on the Board of Directors.
It shall be within the discretion of the Board to grant membership without full payment of dues to persons who certify that they cannot afford to pay regular dues.
Section 1. Composition.
The affairs of the Association shall be governed by a nine-member Board of Directors, all of whom shall be full, voting members of the Association. The Board of Directors shall consist of seven regional directors and two elected at-large. All Directors shall enjoy equal voting rights.
Section 2. Methods of Selection and Terms.
Elections of Directors shall occur in conjunction with the Association's annual meeting through procedures devised by the Board of Directors and the bylaws. The votes shall be counted by the Secretary and at least one Officer of the Board, and the results shall be reported by the Secretary at the annual meeting.
Election shall be by majority of all votes cast, with runoff elections between the two leading candidates when necessary.
For Association purposes, the United States shall be divided into seven geographic regions, in a plan adopted by the Board. To ensure geographical diversity in the policy-making body of the Association, one resident of each region shall be elected as a Director or, in the case of a vacancy, appointed by the Board to the directorship that represents that region. If a region has no Member who is willing to serve as a Director, or no members runs for an at-large position, the Board shall by majority vote of the full board appoint an at-large Director to fill that seat until the next scheduled election for that region or at the next at-large election.
At-large members shall be elected by the full membership of the Association. One at-large member shall be elected in even-numbered years for a two year term and one at-large member shall be elected in odd-numbered years for a two year term. When initially establishing the at-large members, the member filling the one year term shall be appointed by the Board of Directors.
Directors in even-numbered geographical regions shall be elected to a two-year term in even numbered years by the eligible voters in their region, and Directors in odd-numbered geographical regions shall be elected to a two-year term in odd-numbered years by the eligible voters in their region. The term of all offices will commence the first day of the second month following the Association’s annual meeting.
Section 3. Removal.
A Director or Officer may be removed from the Board or from office for cause. Cause shall be determined by a majority vote of the full Board of Directors, and removal shall be upon a two-thirds vote of the full Board. The absence of a Director or Officer from two consecutive meetings of the Board may be considered sufficient cause for removal.
A person who has resigned or has been removed as Board of Directors President shall not retain membership on the Board and is disqualified from holding any office within the Association at any future time, except if reinstated by a two-thirds vote of the board.
Section 4. Filling of vacancies
When the office of Board of Directors President becomes vacant, the Board of Directors shall, by a majority vote of the full board, elect a Board Member to fill the office until the next annual meeting. At that time, the Board shall elect one of its members as President for a one-year term. When a position of Director becomes vacant, the Board, utilizing a procedure similar to that of the nomination of candidates for office, by a two-thirds vote of the full Board shall select someone to fill the office until the next annual meeting, when the remainder of the term, if any, shall be filled by election. Any Board Member or the Board President may recommend persons to fill vacant positions.
If more than half of the nine Board of Director seats become vacant, the remaining Board Members shall accept nominations, and a new election shall take place for all vacant positions. If the seats of Board President and all Board Members become vacant, the first nine association Members to volunteer shall form a nominating committee. The nominating committee shall appoint a transition Board, which will hold new elections as soon as possible. The transition board shall be limited to holding new elections and may not seek to amend the bylaws or change the financial structure or account balances of the organization by more than 10 percent of the current balance.
Section 5. Compensation.
No Director, Officer or Member shall receive compensation from the Association for any service rendered to the Association. Exceptions are limited to: 1) Board members shall be exempt from all registration fees and workshop fees for the Association's conferences; and 2) The paid positions of Conference Planner and Finance Director may be filled by current members who are former Board of Directors members. In addition, any Director, Officer or Member may be reimbursed for actual expenses incurred in the performance of duties specified by the Board, under rules established by the membership or the Board.
Section 6. Meetings
Regular meetings of the Board of Directors shall be held at least twice yearly, at such a place and hour as may be fixed by the Board or the Board of Directors President. Attendance at any Board meeting by Board Members and the Board President may be either in person or by an electronic means as determined in advance by the Board. Notice of regular Board meetings shall be given consistent with the bylaws. Agendas and minutes of all board meetings shall be made available to the full membership. At least one Board meeting shall be held at the annual conference. Board meetings held during the annual conference are open to all Members of the Association.
During regular Board meetings, the presiding officer may determine if the floor will be open to discussion. At the discretion of the presiding officer, meetings shall be conducted under Robert’s Rules of Order.
The order of business of the meetings of the Board of Directors shall be as follows:
- Call to order by the President
- Reading of the minutes of the last meeting.
- Report from the Treasurer.
- Committee reports.
- Unfinished business.
- New business.
- Election of Officers (if annual meeting).
Section 7. Quorum.
A majority of the number of Directors shall constitute a quorum for the transaction of business. Directors attending a meeting by electronic means as set out in Article III, Section 6, shall be included in the quorum count. Under no circumstance shall a Director vote by proxy.
Section 8. Powers.
The Board of Directors shall have the power to do the following:
- Exercise for the Association all powers, duties, and authority vested in this Association by the laws of the State of New Jersey and not reserved thereby to the general membership.
- Delegate authority to the Board of Directors President and/or other Officers to act on behalf of the Association and/or the Board.
- Delegate certain authorities to a Conference Planner and Finance Director by resolution of the Board.
Section 9. Duties.
It shall be the duty of the Board of Directors to:
- Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting or at any special meeting when such statement is requested in writing by at least 50 voting Members of the Association.
- Supervise all Officers and agents of this Association and see to it that their duties are properly performed.
- Organize an annual meeting.
- At the annual meeting, certify results of the election of Directors.
- It shall be the duty of the Board of Directors to annually select from among its members a President, Secretary, and Treasurer.
- To serve as Board President, a person must be a current Director or Board President and must have served at least two consecutive years as a Director by the time of election. In the event no Director with two consecutive years of experience is willing to serve as President, any current Director may serve.
- Officers assume their responsibilities the first day of the second month following the annual meeting.
- No Officer shall serve more than four consecutive annual terms in any one office.
- The Board may invite the immediate past President to serve as a non-voting Board member for a period not to exceed one year.
- Each year appoint, not more than 60 days after the adjournment of the annual meeting of the Association, the various committees of the Association, and designate a chair of each such committee.
- The Board shall ensure that one or more Directors oversee Member communications and marketing, Member benefits, training, and vendor relations functions.
- As determined by the Board, other committees may be created.
- Hold at least two regular board meetings annually.
- Promote membership in the Association, collect dues, and maintain records of membership.
Section 1. Board of Directors President.
The Board of Directors President shall preside at all meetings of the Association and of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall represent the Association and the Board, as instructed by the Board; shall perform all responsibilities delegated to him or her by the Board; shall render an annual report at the annual meeting; and shall see to it that an annual audit is performed by a CPA or an audit committee, unless this requirement is waived by the Board, and shall report on the audit to the Board. The President also shall serve notice of all meetings of the Association and of the Board, or shall delegate this responsibility to others.
Section 2. Secretary.
The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; shall keep the corporate seal of the Association and affix it on all papers requiring said seal; shall maintain membership records of the Association; shall oversee all committee activity and make a report on such activity to the President; and shall perform other duties as required by the Board.
Section 3. Treasurer.
The Treasurer, or the Financial Director, shall receive and deposit, within ten banking days, in bank accounts of the Association, all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; shall keep proper books of account; shall make available all financial records and shall present an itemized fiscal report at each regular meeting of the Board of Directors; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at the regular annual meeting, with printed or electronic copies available for distribution. The Treasurer shall perform all the duties of the President in the absence of the President at any meeting.
Section 1. Annual Meetings.
An annual meeting of the Association shall be held at a place and time to be determined by the Board prior to the end of the fiscal year.
Section 2. Special Meetings.
Special meetings may be called at any time by the Board of Directors President or by a majority of the full Board, after not less than seven days’ notice to each Director, provided that the notice requirement may be set aside by unanimous consent. A special meeting may also be called upon the written request of 50 or more Members in good standing.
Section 3. Notice of Meetings.
The date, hour, location and major purpose of defined meetings of the Association shall be announced in writing (in a newsletter or other written notice, or through electronic media or as published on the Association's official website) to Members. For annual and regular Board meetings, the notice shall be given with 30 or more days’ notice. For special meetings, the notice shall be given when the meeting is called.
Section 4. Elections.
The voting rights adhering to a full, voting membership may be exercised by the person in whose name the membership is recorded. In the event of a contested right to vote, the presiding officer of the meeting shall rule.
Any current full, voting Member may nominate any full, voting Member, including himself or herself for the position of Director. A nominee must give assurance of willingness to serve, if elected, and must be nominated in writing or by e-mail to the Board Secretary 50 or more days before the annual meeting. The Secretary or the Secretary's designee must give all nominees a nominee questionnaire which must be completed and returned to the Secretary or designee. Non-incumbent nominees must also submit two (2) written recommendations. All documentation must be submitted within 15 business days of the close of nominations. A Nomination Committee consisting of the Secretary of the Board and at least 2 other Board Members not up for re-election will review the questionnaires and recommendations to verify each nominee’s qualifications as provided by these bylaws. The Secretary must compile the verified list of nominees and include them in a ballot along with a brief description, to be distributed to all Members at least 30 days before the annual meeting or published on the Association's official website.
Members authorized to vote shall vote do so by electronic ballot on the Association's official website prior to or during the annual meeting as specified by the Board, or by such means as the Board shall determine.
A candidate for Director must be an established full, voting Member of the Association. No person may serve as Director unless he or she is currently employed by a local government agency within the United States as defined in Article IX, Section 6, nor shall any person serve as both a regional and atlarge member of the Board of Directors simultaneously. Termination of such qualifying employment shall require a Director to resign immediately from the Board.
This Association shall exercise only those powers permitted Corporations Not for Profit under the New Jersey statutes as are in furtherance of the purpose or purposes of the Association.
Upon dissolution of this Association, all of its assets remaining after paying or making provision for payment of all of the liabilities of the Association shall be distributed exclusively for the purpose or purposes of the Association, in such a manner, or to an organization or organizations organized and operated exclusively for any one or more exempt purposes and as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (6) of the Internal Revenue Code of 1954 and as from time to time amended (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Members, Directors or other private persons, except that the Association shall make payments and distributions in furtherance of the purpose or purposes of the Association.
No substantial part of the activities of the Association shall be the carrying on of propaganda. The Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provisions of these bylaws, the Association shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under sections 501 (c) (6) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue laws).
Section 1. Check Signing.
All checks of an amount exceeding $1,000.00 shall require the signature of two out of three of the following: the Treasurer, the Financial Director or the Board of Directors President; provided that the Board may provide for alternate arrangements.
Section 2. Amendments.
These bylaws may be amended by a two-thirds vote of all votes cast by mailed or electronic ballots that will be provided to all voting Members of the Association, as well as at a properly called meeting of the Association. Any amendment must first be passed by a majority vote of the full Board of Directors and then a description and arguments, giving various viewpoints, must be distributed in a newsletter or electronically to all Association Members.
Section 3. Superiority of Articles.
In the case of any conflict between the Articles of Incorporation and these bylaws, the Articles shall control.
Section 4. Superiority of Membership Action.
The voting membership, acting by resolution or amendment of the bylaws or Articles, may upon majority vote overrule any decision, policy, or action of the Board.
Section 5. Fiscal year.
The fiscal year of the Association shall begin on the first day of January and end on the last day of December of each year.
For these purposes, a local government entity is either a political subdivision of a state within the United States or one of its possessions, authorized under state statute to deliver governmental services to citizens, and whose governing council or board is elected by the registered voters within that political subdivision’s jurisdiction; or a regional council of local governments holding membership in the National Association of Regional Councils, an affiliate of the National League of Cities, the National Association of Counties, or the US Conference of Mayors.
Section 7. Indemnity.
The Association shall indemnify and hold harmless its Board of Directors, and each Member thereof, all councils and committees composed of Directors of the Association, and each Member thereof, and all other elected, appointed, employed or volunteer representatives of the Association, from any and all claims, liability, judgments, costs, attorney’s fees, charges and expenses whatsoever arising from the acts and omissions of same, except to the extent that the Association or its aforementioned representatives cause such claims, liability, judgments, costs, attorney’s fees, charges or expenses by their own intentional neglect or default. Further, the Association understands and acknowledges that the Association and its aforementioned representatives have assumed such assignment, function, office or capacity upon the express understanding, agreement and condition that they be so indemnified and held harmless to the extent described in this article.
I, the undersigned, do hereby certify that I am the duly elected Board of Directors President of the National Association of Government Web Professionals, Inc., a not-for-profit corporation, and that the foregoing bylaws constitute the bylaws of the said Association as duly adopted at an annual meeting of the Association on September 23, 2005, in Denver, Colorado.
Dated this 22nd Day of September, 2005.
Amended 9/15/06, 9/28/06, 12/15/06, 12/14/07, 9/17/09, 7/3/13