By-Laws

By-Laws
IOWA COUNTIES INFORMATION TECHNOLOGY ORGANIZATION

ARTICLE I. NAME

This non-profit organization shall be known as “Iowa Counties Information Technology Organization.”

ARTICLE II. PURPOSE

The purpose of this organization is to promote professionalism, cooperation, mutual assistance, continuing education and sharing of knowledge and experience. This organization is committed to provide a forum for the exchange of ideas, information, and technology as they relate to county government activities and statewide legislation. This organization is formed for the benefit of participating county technology representatives.

ARTICLE III. OBJECTIVES

The objectives of this organization shall be:

To create a framework in which the members may cooperate in the investigation, study, discussion and recommendation of improvements in all areas of county technologies.
To assist Boards, elected officials and county department heads in developing technologies and in securing advice and technical information relating to their responsibilities.
To provide a means whereby technology representatives and others interested in information systems and technologies may interchange ideas and experiences and obtain advice.
To advance technical knowledge and professional practices through education and training.
To promote a high standard of technological understanding, skill and efficiency as a means of more effectively serving the public.
To encourage quality standards for developing, maintaining and exchanging data and procedures.
To take an active role as well as advise and cooperate with county officials, department heads, and legislators toward the enactment of statewide legislation pertaining to technology, which benefits the citizens of Iowa.

ARTICLE IV. JURISDICTION AND DISTRICTS

Section 1. The territorial jurisdiction of this organization shall extend over and embrace all counties of the State of Iowa.

Section 2. The following Districts are hereby authorized, ratified, and established:

District 1

Calhoun, Webster, Hamilton, Hardin, Grundy, Carroll, Greene, Boone, Story, Marshall, Tama, Dallas, Polk, Jasper, Poweshiek, and Warren Counties.

District 2

Emmet, Kossuth, Winnebago, Worth, Mitchell, Howard, Winneshiek, Allamakee, Hancock, Cerro Gordo, Floyd, Chickasaw, Humboldt, Wright, Franklin, Butler, Bremer, and Fayette Counties.

District 3

Lyon, Osceola, Dickinson, Sioux, O’Brien, Clay, Palo Alto, Plymouth, Cherokee, Buena Vista, Pocahontas, Woodbury, Ida, Sac, Monona, and Crawford Counties.

District 4

Harrison, Shelby, Audubon, Guthrie, Pottawattamie, Cass, Adair, Madison, Mills, Montgomery, Adams, Union, Clarke, Fremont, Page, Taylor, Ringgold, and Decatur Counties.

District 5

Marion, Mahaska, Keokuk, Washington, Louisa, Muscatine, Lucas, Monroe, Wapello, Jefferson, Henry, Des Moines, Wayne, Appanoose, Davis, Van Buren, and Lee Counties.

District 6

Clayton, Black Hawk, Buchanan, Delaware, Dubuque, Benton, Linn, Jones, Jackson, Iowa, Johnson, Cedar, Clinton, and Scott Counties.

ARTICLE V. POWERS OF THE ORGANIZATION

This organization shall have power:

To enact, amend or repeal laws, rules or regulations for this organization.
To elect, appoint or employ officers to care for the business of the organization.
To raise revenue.
To disburse revenue.
To hold annual meetings, special conferences, and schools.
To incorporate as a non-pecuniary organization.
To amend, alter, or repeal all or part of these by-laws by a sixty (60) percent vote of all active members present at the annual meeting. There must be at least twenty (20) “aye” votes.

ARTICLE VI. MEMBERSHIP

Section 1. Membership is extended to any county employee and/or any employee of any board that the County Board of Supervisors has appointed or is a member of, within the State of Iowa, and may include, but is not limited to, personnel with the following job responsibilities: Information Technology, Geographic Information Systems, Mapping, Internet Technology, Networking, Telecommunications, or anyone who has technological duties.

Section 2. Active members must register annually by submitting a membership form to the Secretary and be current on any dues or fees established by the Executive Board.

Section 3. This organization shall not discriminate against any individual by virtue of age, color, creed, gender, marital status, national origin, physical or mental disability, race, religion, sexual orientation, veteran status or any other legally protected characteristics and/or status.

Section 4. Members may be removed by a simple majority vote of the Executive Board voting members, after charges of misconduct, nonfeasance, malfeasance, or misfeasance have been substantiated at a general or Executive Board meeting. Members being considered for removal must be given a 10 day notice of the meeting where such action may take place and be allowed a reasonable amount of time to address the Executive Board.

ARTICLE VII. OFFICERS

Section 1. The officers of this organization shall consist of President, Vice-President, Secretary, Treasurer, and Past-President. Each Officer shall serve a one year term and commence January 1st.

The President shall be the immediate past Vice-President and shall serve for one year.
The Past-President shall be the immediate previous President and shall serve for one year. This is an Ex-Officio Board position.
The Vice-President shall be elected at the annual meeting and shall hold office until his or her successor shall have been duly elected and qualified. The Vice-President will then become President.
The Secretary shall be elected at the annual meeting and shall hold office until his or her successor shall have been duly elected and qualified.
The Treasurer shall be elected at the annual meeting and shall hold office until his or her successor shall have been duly elected and qualified.
Section 2. The Executive Board may elect or appoint and prescribe the duties of such other officers, as it shall deem desirable.

Section 3. Officers of this organization may be removed by a 2/3-majority vote of all Executive Board voting members, after charges of misconduct, nonfeasance, malfeasance, or misfeasance have been substantiated at a general or Executive Board meeting.

Section 4. A vacancy in any elected office shall be filled by the Executive Board for the un-expired portion of the term, except as otherwise provided by these by-laws.

ARTICLE VIII. DUTIES OF OFFICERS AND TECHNOLOGY ADVOCATE

Section 1. The President shall preside at all meetings and preserve order and enforce the by-laws and regulations of this organization. The President shall annually submit nominations of chairpersons for the standing committees to the Executive Board. The President shall be ex-officio member of all committees.

Section 2. It shall be the duty of the Vice-President to assist the President and in the President’s absence, inability to serve, or when so directed, succeed to the authority of that office.

Section 3. The Secretary shall attend all meetings of the Board and all ICIT Business meetings and record all the proceedings. The Secretary shall perform like duties for the Standing Committees only when deemed necessary. In the absence of the Secretary at a Board meeting, a majority of the Board may appoint a person to act as Secretary for any such meeting. He or she shall perform such other duties as may be prescribed by the President.

Section 4. The Treasurer shall receive all revenues and pay all claims for the organization. The Treasurer shall disburse monies only in compliance with ICIT’s Executive Board Disbursement Policy. The Treasurer’s books and all accounts shall be open at all times for inspection by any Board member or any ICIT Audit Committee member. The Treasurer shall provide a financial report for each Board meeting and each ICIT Business meeting. The Treasurer shall prepare an annual financial report immediately following the end of the calendar year and/or at the end of his/her term of office.

Section 5. The Past-President shall chair the Membership, Nominating and Awards Committee and perform any additional duties directed by the President.

Section 6. The Technology Advocate shall coordinate ICIT’s efforts in assisting counties in understanding viable technology solutions; in being a resource for collaborative technology solution and service implementation; in communicating the status internally and externally of ICIT’s current technology projects, practices and direction.

ARTICLE IX. EXECUTIVE BOARD

Section 1. The governing body of this organization shall be the Executive Board.

Section 2. There shall be established an Executive Board comprised of the following members:

The five (5) officers of this organization.
One representative from each of the six (6) Districts, each serving a 2-year term.
One at-large Technology Advocate serving a 2-year term.
Ex-Officio members as defined within these By-Laws.
Section 3. The members of the Executive Board shall be active members as defined in Article VI, Section 2.

Section 4. The members of the Executive Board shall not receive any compensation for their services as directors. The Executive Board may by resolution authorize reimbursement for expenses incurred in the performance of organizational duties.

Section 5. The Executive Board shall act as an advisory board to the President and shall assist in formulating policies and procedures. Meetings of the Executive Board shall be held not less than quarterly and shall be called by the President.

Section 6. A quorum for conducting the business of the Executive Board will be six (6) voting members with one having to be the President or Vice-President of the organization.

Section 7. Members of the Executive Board may be removed by a 2/3-majority vote of all Executive Board voting members, after charges of misconduct, nonfeasance, malfeasance, or misfeasance have been substantiated at a general or Executive Board meeting.

Section 8. A vacancy of any elected position on the Executive Board shall be filled by the Executive Board for the un-expired portion of the term, except as otherwise provided by these by-laws.

Section 9. Ex-Officio members of the Executive Board will not be counted toward the quorum requirement at Executive Board meetings.

Section 10. Ex-Officio members of the Executive Board are not eligible to vote at Executive Board meetings.

Section 11. Unless prohibited by bylaws, Executive Board Members may participate in board meetings, through any means of communication by which all directors participating may simultaneously hear each other.

Section 12. Unless prohibited by bylaws, Executive Board Members may take action outside of an official meeting by any means provided in the ICIT Policy Manual that had been previously approved at any regularly scheduled Executive Board Meeting.

Section 13. Unless specifically stated otherwise within these bylaws Executive Board Member action requires the affirmative vote by a majority of the directors present (when a quorum is present) for an action to pass.

ARTICLE X. DUTIES OF THE EXECUTIVE BOARD

Section 1. The Executive Board shall establish the rate of dues to be paid annually by members of the organization.

Section 2. The Executive Board may elect or appoint and prescribe the duties of such other officers, as it shall deem desirable.

Section 3. The Executive Board will coordinate the activities involved in the two meetings during the Iowa State Association of Counties (ISAC) Fall and Spring Schools of Instruction.

Section 4. The Executive Board will approve all nominations for chairpersons to serve on the standing committees created by these by-laws.

Section 5. Unless the articles of incorporation provide otherwise, the Executive Board may amend the articles (without member approval) for the following purposes:

To extend the duration of the corporation
To delete the names and addresses of the initial directors
To delete the name and address of the initial registered agent or registered office
To make minor changes to the name of the corporation
To make minor changes for ad ministerial reasons.

ARTICLE XI. NOMINATION AND ELECTIONS

Section 1. Officers

The Membership, Nominating and Awards Committee shall make nominations of Officers during the Spring Meeting or during the ICIT Mid-Year Conference. Additional nominations may be made from the floor of the Annual meeting.
The attending members at the Annual Meeting of the organization shall elect officers. Elections shall be determined by simple majority of the attending members. In the event there are three or more candidates for an office and none receive a simple majority of the votes cast, the two candidates receiving the most number of votes will be the official nominees and a new vote taken.
Officers’ terms shall commence on the first day of January after the election.
Section 2. District Representatives

The representative from each District shall be nominated from the District by members of said District during the Spring meeting or during the ICIT Mid-Year Conference. Additional nominations may be made from the floor of the Annual Meeting.
Representatives from each District shall be elected as follows:
Districts 1, 3, and 5 shall elect their representatives in the odd years at the Annual Meeting for a term of two (2) years.
Districts 2, 4, and 6 shall elect their representatives in the even years at the Annual Meeting for a term of two (2) year.
The representative from each District shall be elected from the District by members of said District present at the Annual Meeting. Elections shall be determined by simple majority of the attending members. In the event there are three or more candidates for an Executive Board position from a single District and none receive a simple majority of the votes cast, the two candidates receiving the most number of votes will be the official nominees and a new vote taken.
Representatives’ terms shall commence on the first day of January after the election.
Section 3. At-Large Technology Advocate

The Membership, Nominating and Awards Committee shall make nominations for Technology Advocate during the Spring Meeting or during the ICIT Mid-Year Conference. Additional nominations may be made from the floor of the Annual meeting.
The attending members at the Annual Meeting of the organization shall elect the Technology Advocate. Elections shall be determined by simple majority of the attending members. In the event there are three or more candidates for an office and none receive a simple majority of the votes cast, the two candidates receiving the most number of votes will be the official nominees and a new vote taken.
The Technology Advocate shall be elected in even-numbered years for a term of two (2) years.
The Technology Advocate term shall commence on the first day of January after the election.

ARTICLE XII. VOTING

Section 1. Every active member, as defined in Article VI, Section 2, in attendance at either a regular or special meeting of this organization, shall be entitled to one vote on any question or resolution during the meeting.

Section 2. In order for any issue brought to a vote at a general meeting be approved, there must be a simple majority of “aye” votes by the active members present at that meeting, unless otherwise specified in these by-laws.

ARTICLE XIII. COMMITTEES

Section 1. There shall be the following standing committees:

a. Legislative Committee

It shall be the duty of the Legislative Committee to consider all legislation and each resolution with its recommendations at each business meeting.

b. Membership, Nominating and Awards Committee

It shall be the duty of the Membership, Nominating and Awards Committee to coordinate membership activity, to coordinate and/or nominate active members for elected positions within the ICIT organization and to recognize individuals that have provided distinguished service to ICIT and/or the advancement of technology in Local Government. The Membership, Nominating and Awards Committee shall consist of at least one (1) representative from each ICIT District.

c. Education and School Committee

It shall be the duty of the Education and School Committee to coordinate training sessions or workshops and work with ISAC on issues concerning education.

d. Online Services Committee

It shall be the duty of the Online Services Committee to consider all content and services provided over the Internet, and to insure that all online services are properly developed and maintained.

e. Audit Committee

It shall be the duty of the Audit Committee to audit at least yearly the ICIT financial records with said audit to be completed by January 31st of each year. Committee members must be approved by the ICIT Executive Board. The current ICIT Treasurer and the immediate past ICIT Treasurer are prohibited from serving as an Audit Committee member.

f. GIS Data Repository Committee

It shall be the duty of the GIS Data Repository committee to manage the day to day operations of the GIS Data Repository. The GIS Data Repository Committee shall consist of no less then five (5) members. Committee members must be approved by the ICIT Executive Board.

Section 2. The President, with the approval of the Executive Board, will appoint the chairperson of each committee. Each chairperson is an ex-officio member of the Executive Board.

Section 3. Unless stated otherwise in Section 1, the chairperson of each committee will appoint the members of his or her committee.

Section 4. Unless stated otherwise in Section 1, each standing committee shall consist of no less than three (3) members. Members may participate in more than one committee.

Section 5. It shall be the duty of each standing committee to keep abreast of all topics relevant to their committee to recommend to the Executive Board appropriate responses to the current topics.

Section 6. The President or the Executive Board may name ad hoc committees.

ARTICLE XIV. MEETINGS

Section 1. This organization will meet during the Iowa State Association of Counties (ISAC) Fall School of Instruction and either at ISAC’s Spring School of Instruction and/or during the ICIT Mid-Year Conference. The Annual Meeting will be the Fall meeting and all elections will take place at this time. Nominations for Officers and Executive Board members will take place at the Spring meeting or during the ICIT Mid-Year Conference.

Section 2. The President will call all other necessary meetings.

Section 3. Members shall be given a notice of at least 2 days prior to an Executive Board meeting.

Section 4. Members shall be given a notice of at least 10 days prior to a member meeting and a notice of at least 30 days prior to a member meeting where By-Law changes will be voted upon.

ARTICLE XV. RULES OF ORDER

Robert’s Manual of Parliamentary Procedure shall guide this organization in all meeting procedure questions not expressed in these by-laws or not covered by an ICIT Board approved Policy/Procedure Manuals. In any other instances not covered by these by-laws or ICIT’s Articles of Incorporation, the Iowa Non-Profit Corporation Act shall govern.

ARTICLE XVI. DISSOLUTION

The organization shall use its funds only to accomplish the purposes specified in the bylaws, and no part of said funds shall be distributed to the members of the organization. Upon dissolution of the organization, any assets remaining shall be distributed to one or more organizations of similar purpose, whose income is excluded from gross income under Section 115(1) of the Internal Revenue Code, to be selected by the Executive Board.

ARTICLE XVII. AMENDMENTS

Section 1. Any amendments to these by-laws must be proposed to the Executive Board. The Executive Board must have a 2/3 majority supporting the proposed amendment to present it to the members at any organization meeting open to the full membership, with thirty (30) days advance notice to the membership.

Section 2. Upon a 2/3-majority approval by the Executive Board, the active members attending any organization meeting open to the full membership will vote on the proposed amendment to these by-laws. A sixty (60) percent vote of all active members present at the Annual Meeting is required to amend, alter, or repeal all or part of these by-laws. There must be at least twenty (20) “aye” votes.

Amended 2012-11-29