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Adopted MISAC State By Laws
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| Article I - Name and Purpose of Organization |
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Section A. Name
This organization shall be known as the Municipal Information Systems Association of California (MISAC).
This organization is filed as a corporation in the State of California as the Municipal Information Technology Association of California and is doing business as the Municipal Information Systems Association of California as filed in the County of Sacramento (Non-Profit 501(C) (6))
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Section B. Purposes
The purpose of this Association shall be:
To promote leadership, education and access to resources for local agency technology professionals in order to enhance local government services and effectiveness. The Association will accomplish this purpose via its Four Pillars:
1. Education
Professional Development Provide members with opportunities to expand their strategic and technical education in the field of information services as well as preparing information systems officers, managers and technicians for future professional challenges and advancement. |
2. Member Resources
Provide members with access to existing accumulated knowledge, and provide opportunities to share and contribute to the collective knowledge and expertise of the association in order to help strengthen the member’s organizations. The Association will do this in a timely and effective manner that is responsive to its members needs. |
3. Relationships
Foster greater opportunities for local agency information professionals to develop meaningful relationships with peers, other professional associations, local leadership, and State Executive and Legislative leaders. |
4. Advocacy
Educate decision makers at the state and local level to enact policies and supply the funding necessary to advance information systems as an integral part of increasing the effectiveness of local government infrastructure. |
Section C. Affiliation
The Municipal Information Systems Association of California is an association of three Regional Chapters within the State of California. They are the Municipal Information Systems Association of California, Northern Chapter; Municipal Information Systems Association of California, Central Chapter and Municipal Information Systems Association of California - Southern Chapter. Each Regional Chapter is governed by their own respective Regional Bylaws. Nothing beyond what is in these Association Bylaws may supersede the Regional Chapters right to govern themselves. |
Section D. Representation
In meeting the purposes of this organization, the Municipal Information Systems Association of California represents Information Systems Professionals of all California municipalities, and any California special districts that join the Association, in support of the Regional Chapters.
MISAC Northern Regional Chapter is comprised of the following counties: Alameda, Contra Costa, Del Norte, Humboldt, Lake, Marin, Mendocino, Napa, Monterey, San Benito, San Francisco, San Mateo, Santa Clara, Santa Cruz, Solano, Sonoma.
MISAC Central Regional Chapter comprised of the following counties: Alpine, Amador, Butte, Calaveras, Colusa, El Dorado, Fresno, Glenn, Kings, Lassen, Madera, Mariposa, Merced, Modoc, Nevada, Placer, Plumas, Sacramento, San Joaquin, San Luis Obispo, Shasta, Sierra, Siskiyou, Stanislaus, Sutter, Tehama, Tulare, Tuolumne, Trinity, Yolo, Yuba.
MISAC Southern Regional Chapter is comprised of the following counties: Imperial, Inyo, Kern, Los Angeles, Mono, Orange, Riverside, San Bernardino, San Diego, Santa Barbara, Ventura.
However, due to local transportation issues or geographic preferences, agencies are free to join any regional chapter within the State. But, in no case can an agency be a member of only the Association and not a member of a Regional Chapter. |
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Article II - Membership and Dues
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Section A. Membership All members of the Regional Chapters are members of the Association. Regional Chapter membership will consist of two types:
1.) Voting Members
2.) Associate Members Additionally the Association may grant:
3.) Special memberships Eligibility for membership: Each California municipality, and the League of California Cities, is entitled to, upon joining a Regional Chapter and paying the appropriate dues, delegate one (1) individual, who must be a qualified agency employee and engaged in the field of information technology, as the voting member to the association and may have as many associate members as they wish. |
| Membership shall also be open to any California special district engaged in providing services that may be normally preformed by a municipality. Upon joining a Regional Chapter and paying the appropriate dues, each California special district may delegate one (1) individual, who must be a qualified agency employee and engaged in the field of information technology, as the voting member to the association and may have as many associate members as they wish. |
1. Voting Member.
This classification shall be open to those local government information technology officers who are presently employed on a full-time basis as the chief information technology officer of an agency, regardless of job title. The voting member from an agency may designate an alternate voting member from their agency’s Associate members, provided the delegation is in writing and received timely prior to any vote. Each agency shall have one vote. |
2. Associate Membership.
This classification shall be open to those persons presently or formerly engaged in local government information technology activities who do not qualify as a Voting Member, but are interested in promoting the purposes of the organization and obtaining access to the Associations benefits. Such members shall be entitled to all rights and privileges of the organization, except the right to vote. Agencies that have “outsourced” their information technology functions/activities shall be eligible to have Associate members only, unless represented by a full time agency employee who would become the Voting Member upon payment of dues. MISAC may, at the discretion of the State Board, limit the participation of “out-sourced” Associate Members, including, but not limited to, restricting certain online discussion forums to agency-employed MISAC members only. |
3. Special members:
Honorary members may be nominated by a Regional Chapter to the State Board for approval as a non-voting, non-dues paying member. Candidates for Honorary members must meet the criteria established by the membership committee, and must be approved by the State Board. The Association Executive Director will maintain a list of Honorary members, and copy of the list will be posted on the Association website. Lifetime Members may be nominated by a Regional Chapter to the State Board for approval as non-voting, non-dues paying members. Candidates for Lifetime members must meet the criteria established by the membership committee, and must be approved by the State Board. The Association Executive Director will maintain a list of Lifetime members, and copy of the list will be posted on the Association website. Additional, Non Voting Memberships may be granted by the State Board. The benefits and dues for each of these non-voting members will be established annually by the State Board and modified as outlined in Article II, Section B. |
4. Transfer of membership.
Memberships for which the dues are paid by the employing institution remain the property of the institution and may be transferred from one person to another provided that the membership qualifications are met. Memberships, for which the member paid the dues, remain the property of the member; although a change of status to "associate" membership shall occur should a Voting member cease to meet the qualifications for Voting membership. |
Section B. Membership Annual Dues
1. On the inception of this Association the fees will be established by the State board:
a. Regional Chapters will pay for each Voting Member, based on the current adopted State Dues Schedule.
b. Regional Chapters will pay for each Associate Member, based on the current adopted State Dues Schedule.
Fee increases may be assessed once within each 12 month period by a 2/3 vote of the State Board. State Board action on fee increases will take place in October of each year, and will take affect the following July 1. |
| 2. The Dues Year will be from July 1st to June 30th each year, and Dues will not be prorated. |
| 3. Dues will be collected on an annual basis by the appropriate Regional Chapter Treasurer. Regional Chapters may delegate this to the Association. Invoices will be mailed or issued electronically, by the Regional Chapter or delegate, to all members in their area, on or near the first day of July. |
| 4. Regional Chapter members who permit their dues to remain unpaid for three (3) months after receipt of invoice shall be automatically suspended from membership, and all privileges of membership, until all dues are paid. |
| 5. A Regional Chapter membership report will be provided to the Association Executive Director. Regional Chapters will remit their dues payment , based on the current adopted State Dues Schedule. |
| 6. No assessments, other than dues and fees for participation in the annual meeting, conference(s), training seminars, and awards programs, may be levied except by affirmative vote of the majority of the Voting members in good standing in attendance at a general meeting or the majority responding by ballot. Said vote shall be taken in accordance with Article IV, Section C. |
| 7. Upon the dissolution of this Corporation, its assets remaining after payment of, or provision made for the payment, of, all debts and liabilities of this Corporation, shall be distributed to the Regional Chapters, prorated by Chapter membership, as described in Article III, Section A. If for any reason one or all of Regional Chapters are unable or unwilling to accept the assets of the Corporation, said assets will be distributed to any political subdivisions or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax-exempt status under the Internal Revenue Code. |
| Article III - Duties of The State Board |
| Section A. Election |
| 1. State Board of the Municipal Information Systems Association of California: The State Board of the Municipal Information Systems Association of California shall consist of nine (9) members, three (3) designated representatives from each of the Regional Chapters. The office of President of the State Board shall be rotated by region to ensure equitable representation by all Regional Chapters. The order of the rotation is Central Chapter, Northern Chapter, Southern Chapter, and then repeat. |
| 2. The office of President of the State Board (MISAC State President) shall be nominated and voted on by the 3 State Board member delegates from the Regional Chapter whose turn it is. The President will serve a one (1) year term and may be re-elected to one (1) additional one (1) year term, with a majority vote of the State Board. |
| 3. The additional State Board offices of VICE PRESIDENT, SECRETARY, TREASURER, shall be nominated by a State Board member and elected by a majority vote of the State Board. Each officer will serve a one (1) year term and may be re-elected, with a majority vote of the State Board. No State Board member may serve in more than one position. |
| 4. Additional State Board offices may be created as needed to support the mission of the Association, and the currently adopted Association Strategic Plan. The Association Strategic Plan will outline the Duties of any created offices. These positions shall be nominated by a State Board member and elected by a majority vote of the State Board. Each officer will serve a one (1) year term and may be reelected, with a majority vote of the State Board. No State Board member may serve in more than one position. |
| Section B. Eligibility |
| Candidates for the State Board (Regional Chapter Representatives) must be Voting members in good standing of the Municipal Information Systems Association of California Regional Chapter they represent. |
| Section C. Tenure |
| 1. The term of service of the Regional Chapter representative to the State Board shall be three (3) years. The Regional Chapters will stagger the election of each representative such that an election for one (1) representative will be held each year. |
| 2. Members of the State Board shall serve without compensation but may be reimbursed for necessary and actual expenses, including travel incident to services as State Board member, pursuant to The Travel Policy resolution adopted by the State Board. Any State Board member may elect, however, to decline said reimbursement. |
| 3. A year of office shall begin January 1 and end December 31. |
| Section D. Vacancies |
| 1. If a position on the State Board becomes vacant, the Regional Chapter where the vacancy occurred shall appoint a member in good standing, by majority vote of membership in that Region, in accordance with Article IV, Section C.2, to fill the remaining term of the Regional Representative. Should the Region fail to appoint a replacement within ninety (90) days of the vacancy, the State Board shall appoint a replacement, by a 2/3 vote of the State Board, from the membership at large within the affected Region, to fill the remaining term. |
| 2. If the office of President becomes vacant, the Vice-President shall assume the office of President for the remainder of the term and is still eligible to hold the office of President for up to two 2) subsequent terms. The position of Vice-President shall be filled in accordance with Article III, Section E.3.4, and Article III, Section E.1, excepting that the dates shall be adjusted to provide the earliest possible election process, and that the successful nominee shall immediately take office upon completion of canvassing of the ballots. |
| 4. In the event that the office of the President and the Vice-President become vacant at the same time, the Secretary shall call a special meeting of the State Board at which meeting said committee shall select one of their members to serve as President who shall then call a special election to fill the vacancy of Vice-President. |
| Section E. Resignation And Removal From Office |
| 1. Any officer of this Association may resign by giving written notice to the President, Association Executive Director or to the State Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. |
2. If any State Board member or appointed committee member fails to perform the duties of his/her office, the State Board, by a vote of at least five (5) affirmative votes, shall submit to the general membership of the Regional Chapter from which the Regional Chapter representative came from, the question of whether such State Board member shall be removed from office.
Valid causes for submission include, but are not limited to the following:
a. Continued, gross, or willful neglect of the duties of office.
b. Failure or refusal to disclose necessary information on matters of organization business.
c. Unauthorized expenditure, signing of checks, or misuse of organization monies.
d. Misrepresentation to outside parties of the organization and its officers.
e. Failure to attend the meetings of the Board for two consecutive meetings without being excused by a majority of the State Board present. f. Failure to pay annual dues, or other assessment.
g. Failure to attend a majority of the meetings, or any two (2) consecutive meetings of any subcommittee to which the State Board member has been assigned by the President, without being excused by the President or a majority of the State Board.
h. Any additional ethical violation deemed worthy of dismissal by a vote of ¾ (7) members of the State Board. Specific reason(s) for removal shall be provided to the intended State Board member in writing, by certified mail. The State Board member shall have fifteen (15) days from the date the notice is mailed, to submit a written statement to the Secretary. Both the MISAC State Board's reason(s) for removal and the State Board member’s statement will be submitted to the Regional Chapter membership with the ballot measure regarding removal. Majority of returned ballots will determine disposition of removal from office. |
| Section F. Duties of Officers |
1. The PRESIDENT shall:
a. Preside at all meetings of the State Board and general membership using Robert's Rule of Order.
b. Appoint all committees except committee members duly appointed by virtue of their State Board position. The President shall be an ex-officio member of all committees.
c. Sign the annual audit conducted by the appointed association management firm. It shall be the duty of the Finance Committee to audit the financial records of the Association's regular membership list on an annual basis, such audit to be presented to the membership at the first meeting after January 1st. This audit shall cover the period from the previous audit to the date when all bills have been paid for the annual general meeting; books shall be closed; and a final report made. A report of the audit shall be presented at the next regular State Board meeting.
d. Establish Board meeting dates which will rotate geographically among the Regional Chapters.
e. Propose annual goals and work assignments.
f. Assure that preliminary agenda is prepared and sent by mail, fax, or e-mail four weeks prior to established State Board meeting dates, to each member with cover letter requesting all reports be transmitted to the President by a specified date (usually within 2 1/2 weeks for inclusion with final agenda).
g. Assure that a final agenda and supporting reference material/reports is prepared and sent by mail, fax, or e-mail to other State Board members (usually 2 weeks prior to meeting date.)
h. Contact State Board members to ensure a quorum.
i. Monitor assignments of the State Board members to ensure each task is completed within specified time frame.
j. Act as ambassador of MISAC to all visitors at Regional Chapter meetings.
k. Present special member awards and certificates.
l. Prepare written Annual Report of Activities and Accomplishments; copy and distribute at annual general meeting during the Municipal Information Systems Association of California Conference.
m. Transfer pertinent materials to incoming President at, or immediately after annual general membership meeting.
n. Carry out such other duties as given or assigned to him by vote of the membership.
o. Establish ad hoc committees as necessary or when requested by a majority of the State Board
p. Serve as Chair the State Board |
2. The VICE-PRESIDENT shall:
a. Discharge the duties of the President in the President's absence.
b. Serve as the Chairman of the Program Committee and appoint all members of said Committee. The Chairman of the Program Committee is in charge of all plans for the annual General Meeting. The Program Committee shall develop and coordinate a program for the Annual General Meeting and special meetings in harmony with the objectives and related needs of the Association.
c. Carry out such other duties as given or assigned to him/her by vote of the Executive Committee. |
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3. The SECRETARY shall:
a. Keep an accurate record of the proceedings of all MISAC meetings.
b. Issue notices of meetings.
c. Issue and conduct correspondence of the association. Preserve, in a permanent file, all records, and letters of continuing value to MISAC and its officers, to be transferred to the successor at the expiration of the term.
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4. The TREASURER shall:
a. Control and make or cause to be paid all disbursements of the association as authorized in the annual budget approved by the State Board, keeping an itemized record of all receipts and expenditures in a permanent file; and turn over all such books, records and papers to the successor within ten (10) days after completion of the current fiscal year, receiving a written receipt from the new Treasurer.
b. Chair the Finance Committee
c. Prepare or cause to be prepared an annual report as of December 31st each year to be presented to the general membership at the first meeting after January 1st of the following year.
d. Invest excess money for best return maintaining a minimum checking account balance as determined by the State Board.
e. Report Tax information to the appropriate agencies as required for a nonprofit organization. |
5. The ASSOCIATION EXECUTIVE DIRECTOR shall be a hired staff resource that will be responsible to:
a. Coordinate State Board agendas and meetings
b. Manage the receipt and distribution of association correspondence c. File necessary association forms, filings, tax returns
d. Maintain association financials and manage banking resources, providing the President with an annual audit
e. Receive and document membership applications and dues
f. Facilitate the payment of association obligations
g. Sits on the State Board Executive Committee as a non-voting member
h. Reconcile Monthly accounting with the Treasurer |
6. The PAST PRESIDENT may:
a. Serve as an ex offico, non-voting, member of the State Board in cases where the member is no longer a State Board member.
b. Assist the President in the transition of responsibilities.
c. Assist the President with special projects as determined by the President. |
| Article IV – Meetings |
| Section A. Number of Meetings |
1. The frequency of meetings shall be determined by a vote of the Voting Member, but may not be less than three (3) per year per Region.
2. There shall be not less than four 4 meetings of the State Board each year. Teleconference and other electronic meetings may be held in place of no more than two (2) meetings minimum, but may be held in place of other State Board meetings. At least two (2) meetings shall be held in person. |
| Section B. Quorum |
| 1. A quorum for conduct of business at an State Board meeting shall consist of a simple majority of the members of the State Board. |
| Section C. Voting |
1. There shall be one (1) vote per Voting member, as designated in Article II, Section 1.a. on any matter presented to the general membership.
2. Voting shall be conducted in any of the following manners, as deemed appropriate by a majority of the State Board:
a. By vote of the majority of the membership present at the annual meeting.
b. By ballot mailed to each Voting member, with the outcome determined by majority of the returned ballots;
c. By electronic ballot, distributed by e-mail or other electronic means, to each Voting member, with the outcome determined by majority of the ballots returned within a minimum of 10 business days.
d. By vote of the membership present at the next scheduled meeting of each Regional Chapter, providing each Voting member has received mailed or electronic invitation to the Regional Chapter meeting. |
| Article V – Amendments |
| Section A. Amendments to By-Laws |
Proposed amendments must be presented to all Voting members in writing, which may be distributed by e-mail, at least one (1) week prior to the meeting or at least two (2) weeks prior to date for receiving mailed or electronically distributed ballots as outlined in Article IV, Section C:
1. Amendments may be made and passed at any general membership meeting of the association by a two-thirds (2/3) vote of the voting members present.
2. Ballot votes, consistent with Article IV, Section C.2, must be approved by a two-thirds (2/3) majority of the returned ballots.
3. Amendments may be submitted to the general membership for vote at the next Regional meetings and passed by a two-thirds majority of each Regional Chapters Voting members present. |
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Adopted October 21, 2010
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