MISAC State Bylaws
(Adopted October 21, 2010)
(As Amended October 6, 2015)
Article I - Name and Purpose of Organization
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))
Section B. Purposes
The purpose of this Association shall be:
To promote leadership, education and access to resources for local agency information technology professionals in order to enhance local government services and effectiveness.
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, California special districts, and other associations and organizations (as approved for membership by the MISAC Board of Directors), that join the Association. All members, hereinafter referred to as agency or agencies, must support the MISAC Regional Chapters as described, geographically, below:
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.
Article II - Membership and Dues
Section A. Membership
All members of the Regional Chapters are members of the Association. Regional Chapter membership will consist of three types:
1.) Primary Members
2.) Associate Members
Additionally the Association may grant:
3.) Special memberships (as defined in Article II, Section A. 3. below)
Eligibility for membership: Membership shall be open to any California municipality, California special districts, and other associations and organizations (as approved for membership by the MISAC Board of Directors).
1. Primary Members
Each member agency shall designate one individual to serve as the agency’s Primary Member who shall typically cast votes on behalf of the member agency.
2. Associate Members
This classification shall be open to those persons presently engaged in municipal information system activities who do not qualify as a Primary Member, but are interested in promoting the purposes of the organization. Such Associate Members shall be entitled to all rights and privileges of the organization other than voting. No agency can only have Associate Members.
Outsource Agencies - Agencies that have “outsourced” their information systems or technology functions/activities shall be eligible to have Associate Membership only unless granted a Primary Member status upon approval of the Regional Chapter and upon receiving a 2/3 majority affirmative vote of the MISAC State Board of Directors. MISAC may, at the discretion of the State Board, limit the participation of “outsourced” Associate Members.
3. Special members:
1. Lifetime Members may be nominated by a Regional Chapter to the State Board for approval as a non-voting, non-dues paying member. Candidates for Lifetime members must meet the established criteria and must be approved by the State Board.
2. Honorary Members may be nominated and approved by the MISAC State Board of Directors as a non-voting, no-dues paying member.
4. Transfer of membership.
Primary Memberships are non-transferable between agencies and remain the property of the member agency until the end of the current membership year. Should the individual who had previously been designated as the Primary Member retire, transfer to a different agency, or otherwise become ineligible or incapacitated, it is the responsibility of the member agency to provide MISAC with the name and qualifications of the replacement individual who is being designated the Primary Member.
Should a Primary Member from one member agency transfer to another member agency, he/she shall automatically be granted Associate Member status with his/her new agency, without additional payment, for the remainder of the membership year.
Should a Primary Member from a member agency transfer to a non-member agency, thereby becoming the Primary Member for his/her new agency, he/she shall be obligated to pay the pro-rated dues amount per Article II, Section B, 2a-d.
Unless otherwise approved by the MISAC State Board of Directors, inter-agency Associate Memberships are non-transferable. Intra-agency Associate Memberships are transferable
Section B. Membership Annual Dues
1. Annually, the State Board shall establish the State dues amount for each membership category. In conjunction with the State Board, each Regional Chapter Board shall establish a Chapter dues amount for each membership category such that State and Regional Chapter dues for each member are billed on one invoice transmitted by the State.
a. MISAC State dues increases may be adopted once within each 12 month period by a 2/3 vote of the MISAC State Board of Directors. The vote on a State dues increase shall occur upon adoption of the MISAC Annual Budget and shall take effect the following September 1.
2. The MISAC Membership Year will be from September 1 to August 31 each year. Membership dues for new members only shall be prorated as follows:
a. Members joining between September 1 and December 31 shall receive no proration
b. Members joining between January 1 and March 31 shall receive a 25% discount off of their annual dues.
c. Members joining between April 1 and June 30 shall receive a 50% discount off their annual dues.
d. Members joining between July 1 and August 30 shall receive no proration but, upon receipt of payment, shall have their dues expiration date set to August 30 of the following year.
3. Regional Chapter members who permit their dues to remain unpaid after November 1 shall be automatically suspended until all dues are paid.
4. 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 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.
5. 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. 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 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.
3. In the event 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 the remaining MISAC State Board members shall select one of their members to serve as President and another to serve as Vice-President.
Section E. Resignation And Removal From Office
1. Any officer or director 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 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.
f. Failure to attend a majority of the meetings, or any two (2) consecutive meetings of any committee or 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.
g. 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, Executive Director and Past President
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 or review conducted by a Certified Public Accountant or other independent auditor jointly designated and approved by the President and Treasurer.
d. Establish Board meeting dates which will rotate geographically among the Regional Chapters.
e. Propose annual goals and work assignments.
f. Assure that a preliminary agenda is prepared and sent by mail, fax, or e-mail to the Board in a timely fashion prior to the meeting, as determined by the Board.
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 in a timely fashion, as established by the Board.
h. Contact State Board members to ensure a quorum.
i. Monitor assignments of the State Board members and committees to ensure each task is completed within specified time frame.
j. Serve as MISAC spokesperson and ambassador to all MISAC visitors.
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 majority vote of the MISAC Board of Directors.
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. Chair the committee charged with planning and executing the Annual Meeting of Members.
c. Carry out such other duties as given or assigned to him/her by the President or the Executive Committee.
3. The SECRETARY shall:
a. Keep, or cause to be kept, an accurate record of the proceedings of all MISAC meetings.
b. Issue, or cause to be issued, 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.
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 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
c. Maintain association financials and manage banking resources, providing the President with an annual audit
d. Receive and document membership applications and dues
e. Facilitate the payment of association obligations
f. Sits on the State Board Executive Committee as a non-voting member
g. 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
Regional Chapter Meetings - Each Regional Chapter shall meet a minimum of three (3) times each calendar year.
State Board Meetings - There shall be not less than four (4) meetings of the State Board each year. At least two (2) meetings shall be held in person.
Section B. Quorum
1. A quorum for conduct of business at a 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 agency, 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 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 Chapter meetings and passed by a two-thirds majority of each Regional Chapter’s members present.