Article 1 - Name and Purpose of Organization

Section A. Name
This organization shall be known as the Municipal Information Systems Association of California.

Section B. Purposes
The purpose of this Association shall be:

1. To Promote understanding of use and impact of information systems within City Organizations as a whole.
2. To Serve as an advisory body to the League of California Cities.
3. To strive for the continued acceptance and advancement of municipal information systems through professional accomplishment and high ethical standards.
4. To seek the personal development and enrichment of its members through the promotion and conduct of conferences, seminars, and related training or communication methods.
5. To promote better municipal government through increased cooperation with other municipal officials.

Section C. Representation §Amendment Addition, 9/30/02
In meeting the purposes of this organization and in accordance with League of California Cities representation, the Municipal Information Systems Association of California represents all general law and chartered cities (and other local government agencies that choose to join), in the State of California.

Article II - Membership and Dues

Section A. Qualifications
Each municipality or township within Article I, Section C, is a member of the Association. Membership shall also be open to any local governmental agency engaged in providing services normally preformed by a municipality. Such services may consist of fire protection, police protection, water provision and/or quality control, sanitation, schools, or other special districts, hereafter referred to as municipal information systems. §Amendment Addition, 9/30/02
Each Association Member, after paying the appropriate dues, shall then designate an individual to serve as their “Participatory member”, who must be engaged in the field of municipal information systems. A second type of membership shall be available to others who want to join the Association, and they shall be called Associate members. Association membership is not available to federal government, county government, or departments of the State of California. §Amendment Addition, 9/30/02

§Amendment Deleted, 9/30/02

1. Participatory Member. This classification shall be open to those municipal information systems officers who are presently employed on a full-time salaried basis as the chief information systems officer of an agency, regardless of job title, and who have attained a professional level of performance, understanding and aptitude in the field. This classification shall also be open to one additional person who has been formally designated as the alternate information systems officer employed on a full-time salaried basis, regardless of job title, and who has attained a professional level of performance, understanding and aptitude in the field of information systems. Each agency shall have one vote. No member agency shall have only Associate Participatory members, except as defined in Article II, Section A 3. §Amendment, 9/30/02
2. Associate Membership. This classification shall be open those persons presently or formerly engaged in municipal information systems activities who do not qualify as a participatory member but are interested in promoting the purposes of the organization. Such members shall be entitled to all rights and privileges of the organization, except the right to vote or hold office. §Amendment, 9/30/02
3. “Out-sourced” Agency Membership. Association Member agencies that have “out-sourced” their Information Systems or Technology functions/activities shall be eligible to have Associate members only unless represented by a full time agency employee who would become the Participatory member upon payment of dues. §Amendment Added 9/30/02.
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 dues are paid by the member remain the property of the member although a change of status to "associate" membership shall occur should the participatory member cease to meet the qualifications for participatory membership. §Amendment, 9/30/02

Section B. Membership Annual Dues

1. On the inception of this Association the fees will be:
   a. Participatory membership will be $40.00 plus regional division fees. §Amendment, 9/30/02
   b. Associate membership will be $20.00 plus regional division fees.
2. Dues will not be prorated.
3. Dues will be collected on an annual basis by the appropriate regional division Treasurer. Invoices will be mailed or issued electronically, by the regional division, to all members in their area, on or near the first day of July.
4. Members who permit their dues to remain unpaid for three months after receipt of invoice shall be automatically suspended from membership, and all privilege of membership, until all dues are paid.
5. Dues shall be determined from time to time by the Association. Actual fees may be adjusted higher if deemed necessary to support the Association and its endeavors. Such changes in dues structure require an affirmative vote of two-thirds (2/3) of the Executive Committee. Regional divisions, as outlined in Article III, Section A., shall be authorized to collect Association dues. (State dues will be collected by regional divisions and forwarded to the State Association by December 1st.)
6. No assessments, other than dues and fees for participation in the annual meeting, conference(s), training seminars, and certification programs, may be levied except by affirmative vote of the majority of participatory members in good standing in attendance of a general meeting or majority responding by ballot. Said vote shall be taken in accordance with Article IV, Section C. §Amendment, 9/30/02
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 Divisions described in Article III, Section A. If for any reason the Regional Divisions 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 Executive Committee

Section A. Regions
All the cities within the State of California shall be evenly divided among the current three regional associations, i.e., Municipal Information Systems Association of California Northern, Southern, and Central Valley Regions. Recognition of another regional association requires affirmative vote of two-thirds (2/3) of participatory members in good standing. Said vote shall be taken by in accordance with Article IV, Section C. §Amendment, 9/30/02

Section B. Election

1. Executive Committee of the Municipal information Systems Association of California: the Executive Committee of the Municipal Information Systems Association of California shall consist of nine members, three (3) designated representatives from each association listed in Article III, Section A. The office of President of the Executive Committee shall be rotated by region to ensure equitable representation by all regions.
2. The officers, President, Vice-President, Secretary and Treasurer, of the Executive Committee shall be nominated by a fellow Executive Committee member and elected by a majority of the Executive Committee.

Section C. Eligibility

Candidates for the Executive Committee must be participatory members in good standing of the Municipal Information Systems Association of California and the regional association they represent. §Amendment, 9/30/02

Section D. Tenure

1. The terms of the Executive Committee members shall be two (2) years. Upon organization inception, four of the Executive Committee members will be elected for two-year terms and five members for three-year terms. It has been mutually agreed that the Municipal Data Processing Exchange (MISAC Northern Chapter) shall appoint two members for two year terms and one member for a three-year term; the Central Valley Municipal Data Processing Association (MISAC Central Valley Chapter) and Association of Municipal Data Processing Directors (MISAC Southern Chapter) shall each appoint two members for three-year terms and a member for a two-year term.
2. The term of office of the President of the Executive Committee shall be two years. At the conclusion of his/her term the Vice-President shall assume the office of President by automatic right of succession. Should the Vice-President be ineligible or otherwise unable to assume the presidency, a new Vice-President shall be appointed in accordance with Article III, Section E3, and said new Vice-President shall assume the presidency by right of succession.
3. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, including travel incident to his services as Director, pursuant to resolution of the Executive Committee. Any Director may elect, however, to decline said reimbursement.
4. Immediately following the annual League of California Cities Conference the Executive Committee shall meet to organize the Executive Committee and elect the Vice-President, Secretary and Treasurer, Legislative Director, Audit Committee and Historian.
5. Annual terms begin January 1 and end December 31 of the same year.

Section E. Vacancies

1. If a position on the Executive Committee shall become vacant, the regional division where the vacancy occurred shall appoint a member in good standing, by majority vote of membership in attendance at a regular meeting of the regional division, or other ballot, in accordance with Article IV, Section C2, to fill the remaining term of the Executive Committee. Should the regional division fail to appoint a replacement within sixty (60) days of the vacancy, the Executive Committee shall appoint a replacement, by a 2/3 vote of the Executive Committee, from the membership at large, to fill the remaining term.
2. If the office of President becomes vacant during the first year of the two-year term, the Vice-President shall assume the office of President for the remainder of the two-year term. If the office of President becomes vacant during the second year of the two-year term, the Vice-President shall fill the balance of the unexpired term, thereafter continuing as President for his/her regular term. In either circumstance, the position of Vice-President shall be filled in accordance with Article III, Section E.3. §Amendment, 9/30/02
3. If the office of Vice-President becomes vacant, the President shall call a special election to fill the vacancy in accordance with the procedures set forth in Article III, Section C.1, Article III, Section D.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 Executive Committee 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 F. Resignation And Removal From Office.

1. Any officer of this Association may resign by giving written notice to the President or to the Executive Committee. 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 Executive Committee member or appointed committee member fails to perform the duties of this/her office, the Executive Committee, by a vote of at least four (4) affirmative votes, shall submit to the general membership, the question of whether such officer shall be removed from office.
   
   Valid causes for submission can be, 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 therefrom by a majority of the Executive Committee present.
   f. Failure to pay annual dues, regional division fees, or other assessment.
   g. Failure to attend a majority of the meetings, or any two consecutive meetings, of any subcommittees or League of California Cities Policy Committees to which the Executive Committee member has been assigned by the President, without being excused therefrom by the President or a majority of the Executive Committee.
   
3. The removal of an officer shall be taken to the voting membership, in accordance with Article IV, Section C2, with the provision that specific reason(s) for removal shall be stated; that the officer be advised in writing, by certified mail, and shall have fifteen days from the date the notice is mailed to submit this/her written statement to the Secretary. Both the MISAC Executive Committee's specific reason(s) for removal and the Officer's statement will be submitted with the ballot measure regarding removal. Majority of returned ballots will determine disposition of removal from office.

Section G. Duties of Officers

1. The PRESIDENT shall:
   a. Preside at all meetings of the Executive Committee and general membership using Robert's Rule of Order.
   b. Appoint all committees except for the Executive Committee. The President shall be an ex-officio member of all committees.
   c. Appoint a member of the Executive Committee to conduct the annual audit. The Treasurer and the Deputy Treasurer, if any, shall be ineligible to serve as auditor. The Officers of any regional division may request an independent audit by obtaining a favorable vote by a majority of the Officers of at least two of the regional divisions. In such case, the Officers of the regional divisions requesting the audit shall appoint three (3) active, participatory members to serve as the Audit Committee. §Amendment, 9/30/02
   It shall be the duty of the Auditor or Audit 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 Executive Committee meeting. If funds should become available to conduct the annual audit, a majority of the Executive Committee may elect to hire an independent auditor.
   d. Appoint Historian from the Executive Committee to keep historical records of association activities.
   e. Establish Board meeting dates which will rotate geographically among the regional divisions.
   f. Propose annual goals and work assignments.
   g. Prepare and mail, fax, or e-mail a preliminary agenda four weeks prior to established Executive Committee meeting dates to each member with cover letter requesting all reports be transmitted to the President by a specified date (usually within 1 1/2 weeks for inclusion with final agenda).
   h. Prepare and mail, fax, or e-mail a final agenda and supporting reference material/reports to other Executive Committee members (usually 1 1/2 weeks prior to meeting date.)
   i. Contact Executive Committee members to ensure a quorum.
   j. Monitor assignments of the Executive Committee members to ensure each task is completed within specified time frame.
   k. Act as ambassador of MISAC to all visitors at a division meeting.
   l. Issue and present special member awards and certificates.
   m. Prepare written Annual Report of Activities and accomplishments; copy and distribute at annual general meeting.
   n. Transfer pertinent materials to incoming President at, or immediately after annual general membership meeting.
   o. Carry out such other duties as given or assigned to him by vote of the membership.
   
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.
   
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.
   d. Sign contracts and other documents as necessary to arrange for room(s) and catering of the annual meeting.
   
4. The TREASURER shall:
   a. Control and make all disbursements of the association as authorized in the annual budget approved by the Executive Committee, 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 days after completion of the current fiscal year, taking a listed receipt therefor.
   b. Prepare an annual report as of December 31^st each year to be presented to the general membership at the first meeting after January 1st.
   c. The Treasurer shall be empowered to appoint another Executive Committee Member, not holding an office, as Deputy Treasurer, such appointment to be effective upon confirmation by the Executive Committee of this Association. The duties of the Deputy Treasurer shall be to assume all the rights and obligations of the Treasurer in his/her absence or as delegated by the Treasurer.
   e. Invest excess money for best return maintaining a minimum checking account balance as determined by the Executive Committee.
   f. Tax information will be reported to the appropriate agencies as required for a nonprofit organization.
   
5. The LEGISLATIVE DIRECTOR shall:
   a. Be a participatory member in good standing appointed by the majority of the Executive Committee to hold office for a term of two years. §Amendment, 9/30/02
   b. In the event of a vacancy in the office of Legislative Director, an appointment to fill the vacancy shall be made by the President of the Association. The appointee, after confirmation by the Executive Committee of the Association, shall fill the remainder of the unexpired term.
   c. The Legislative Director shall serve as Chairman of the Legislative Committee, and shall appoint three members to serve on said committee.
   d. The duty of the Legislative Committee is to stimulate interest and activity in legislation affecting municipal governments in the area of information system; to study proposed legislation and report thereon to members of this Association; and to report to the members concerning such Association sponsored legislation.
   e. Identify proposed legislation that affects the area of information systems; coordinate review by Legislative Committee with the Executive Committee and upon approval by the Executive Committee, forward recommendations to League of California Cities and appropriate legislators. §Amendment, 9/30/02
   f. As time permits, review and critique State Government codes to identify desired changes.
   g. Develop and recommend to the MISAC Executive Committee legislation that would benefit the area of information systems. §Amendment, 9/30/02
   h. Determine the best method for effectively lobbying bills in Sacramento and submit recommendations to MISAC Executive Committee.
   
   

Article IV – Meetings

Section A. Number of Meetings

1. The frequency of meetings shall be determined by a vote of the "participatory" membership, but may not be less than one (1) per year. §Amendment, 9/30/02
2. There shall be not less than two meetings of the Executive Committee each year. Teleconference and other electronic meetings shall not count toward the two meeting minimum, but may be held in place of other Executive Committee meetings.

Section B. Quorum

1. A quorum for conduct of business at an Executive Committee meeting shall consist of a majority of the members of the Executive Committee, or their proxies.

Section C. Voting

1. There shall be one vote per participatory member agency, as designated in Article II, Section 1.a. on any matter presented to the general membership. §Amendment, 9/30/02
2. Voting shall be conducted in any of the following manners, as deemed appropriate by a majority of the Executive Committee:
   a. By vote of the majority of the membership present at the annual meeting, or any other formally scheduled meeting to which the entire membership has been invited by written or electronic invitation.
   b. By ballot mailed to each participatory member agency, with the outcome determined by majority of the returned ballots; §Amendment, 9/30/02
   c. By ballot e-mailed to each participatory member agency, with the outcome determined by majority of the returned ballots. §Amendment, 9/30/02
   d. By vote of the membership present at the next scheduled meeting of each regional division, providing each participatory member agency has received written or electronic invitation to the regional division meeting. §Amendment, 9/30/02

Article V – Amendments

Section A. Amendments to By-Laws
Proposed amendments must be presented to all participatory members in writing at least one week prior to the meeting or at least two weeks prior to date for receiving mailed or e-mailed ballots: §Amendment, 9/30/02

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 C2, 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 division meetings and passed by a two-thirds majority of each regional division’s voting members present.