CGAIT Bylaws

Article I – Name, Form, and Purpose 

Section 1 – Name

The name of this organization shall be Colorado Government Association of Information Technology (CGAIT).

Section 2 – Form

The organization is a nonprofit corporation incorporated pursuant to the Colorado Revised Nonprofit Corporation Act.

Section 3 – Purpose

1. The primary purpose of this nonprofit organization shall be to promote advances in information technology that have the potential to improve government efficiency and effectiveness, broaden educational opportunities, identify opportunities for beneficial collaboration among jurisdictions, share experiences with technologies and vendors, and enhance services to Colorado communities and residents. To assure the most cost-effective use of information technology resources CGAIT has been formed to promote statewide and regional cooperation.

2. The Association shall also provide education and information for non-IT County/City officers on technology initiatives, as well as the roles, responsibilities and requirements of Information Technology organizations.

3. CGAIT will share the knowledge and experience of members, as appropriate, with governmental and non-governmental entities for the purpose of improving the quality of technology discussions and decisions that affect citizens and society. CGAIT will pursue opportunities for selected members to prepare and present "Executive Briefings", in person and via remote delivery, and to support such activities via reasonable travel reimbursements, as member time and availability allows.

4. Foster shared services between members as a means to reduce costs and increase efficiencies.

5. The organization will not engage in any activity prohibited in section 501(c)(6) of the Internal Revenue Code.

6. It shall be the practice of CGAIT to operate within legislative compliancy. Therefore, it shall be the practice of CGAIT to avoid inappropriate contributions or sponsorship by outside entities or vendors that could be construed as out of compliance.

7. All assets of the organization will be dedicated to the purpose of the organization. Earnings, if any, will not be distributed to any private party or any individual.

Article II – Membership, Dues and Conference Fees

Section 1 – Membership

1. The membership of CGAIT shall consist of four (4) grades having the rights and privileges listed below:
   1. Member - One duly appointed CIO, Administrator, Director, or Equivalent of the department responsible for the County's, City's or other political subdivision's Information Systems or a County, City or other political subdivision employee designated to represent the respective County, City or other political subdivision. Members shall have the right to one vote for each entity on all matters of CGAIT. In the event a Member is not present at a meeting, he/she may designate his/her County's/City's Associate member or Member of another County/City to cast the Members' vote by proxy.
      1. By participating, each member jurisdiction is representing that it has reviewed its own local laws and policies, and it is in fact authorized to participate as Member of CGAIT.

   2. Associate Member (non-voting) - An Associate is defined as one or more individuals designated by a Member who is an employee of the County, City or other political subdivision. Associate Members shall have all the rights and privileges of a Member except the right to vote, unless designated as the agency proxy vote in the absence of the member.

   3. Affiliate Member (non-voting) - One engaged in state or local government Information Systems and/or administration who is not eligible to serve as a Member or Associate Member (e.g. a representative from a Colorado state agency, a local or state government agency outside of Colorado, or official representative of a peer government IT professional organization recognized by the CGAIT Board of Directors) and who desires affiliate membership through a request of the CGAIT Board of Directors.

Affiliate members shall only have the right to attend meetings and participate in discussions. These governmental associations can apply for affiliate membership, but such membership is granted by CGAIT invitation only. Application for Affiliate membership shall be made with the use of a CGAIT approved form or format. Affiliate membership can be ended at the discretion of the CGAIT membership by majority vote.

4. Honorary Member (non-voting) - One who is nominated by a voting member and approved by the CGAIT board on an annual basis. Honorary Members are former Members or Associate Members no longer eligible to be Members or Associate Members who have provided a high level of service or significant contribution to CGAIT. Honorary Membership terms would be for one year, and may be revoked at the discretion of the President.

Section 2 – Dues

1. Member (rates revised for membership year beginning 2015):
   1. Cities and Counties
      1. $330 for agencies with a population of less than 15,000.
      2. $660 for agencies with a population from 15,000 to 50,000.
      3. $1,320 for agencies with a population from 50,001 to 100,000.
      4. $1,980 for agencies with a population from 100,001 to 250,000.
      5. $2,750 for agencies with a population over 250,000.
   2. Web Portal Only
      1. $100 annual fee for CGAIT Web Portal only membership, per person.
   3. Special Districts
      1. $660 annual fee for Special Districts.

2. Associate Member - covered by Member's fee, see attendance limitations above.

3. Affiliate Member - to be determined and agreed upon by the Board of Directors at membership initiation time.  ,It shall be the general practice of CGAIT to impose dues that will at minimum cover Affiliate Member conference and meeting expenses.

4. Honorary Member - fee waived.

5. Such dues will be payable no later than 45 days after receipt of invoice emailed to each member by the Treasurer or their duly appointed representative. Such invoices will be prepared and sent no later than February 15th of each calendar year.

6. Members who have not paid dues within 30 days of the spring conference will be dropped from membership in CGAIT, at the discretion of, and by consensus of, the Board of Directors.

7. Rate increases made during a given calendar year may impact Member agencies or Affiliate Members that have already paid their annual dues, and may be waived at the discretion of, and by consensus of, the Board of Directors.

8. The dues shall be expended as the Board of Directors and the membership determine.

Section 3 – Conference Fees

1. As a means of creating a more sustainable and equitable revenue base for CGAIT, the Board of Directors shall have the discretion to establish a conference fee structure prior to each CGAIT conference. The fee structure may include separate fee tiers for each conference participant based on the membership classifications included in Article II, Section 1.

Article III – Board of Directors

Section 1 – Board role, size, and compensation

1. The board is responsible for the overall policy and direction of the organization.
   1. The board may delegate responsibility of day-to-day operations to one or more committees.
   2. The board will establish and bring forth an annual budget presented at the fall conference for the upcoming calendar year.
   3. The Board of Directors may adopt procurement rules, conference fee and sponsorship structures, policies and procedures for the conduct of CGAIT business.
      1. Rules, policies and procedures will take into consideration the requirements of individual member agencies.

2. The board will consist of at least four directors and may have up to 10 directors.
   1. If a board vacancy occurs, an election to fill the vacancy must be filled within six months of the date the board position became vacant. , If the vacancy is not filled within six months, the number of directors shall be automatically decreased.
   2. If the size of the board falls below four directors, the remaining director(s) may not conduct any actions on behalf of the organization until the number of directors is returned to at least four.

3. The board will not be compensated other than for reasonable expenses related to carrying out the board’s role.

Section 2 – Eligibility

1. Except as outlined in Article III, Section 3(G)(i), candidates for the Board of Directors must be a Member or an Associate Member who serves in an official, full-time supervisory capacity within his/her County's, City's or other political subdivision's Information Systems function or other department/division designated to represent the respective County, City or other political subdivision. , Associate Member candidates for the Board of Directors may run for any of the positions listed in Section 3, but must have the approval and endorsement of their jurisdiction’s Member. , All candidates for the Board of Directors must be in good standing.

Section 3 – Officers and duties

1. The organization shall have at least four officers, including a President, Vice-President, Treasurer, and Secretary.
   1. Each officer shall be a director.

2. The President shall preside at all meetings of CGAIT or shall designate another officer to preside at such a meeting if the Vice President is unavailable. The President shall strive to ensure that the organization's purpose and associated bylaws included herein are fairly and equitably fostered and enforced on behalf of its members.
   1. The President will be responsible for the day-to-day operation of the organization.
   2. The President may delegate day-to-day operational duties to other officers.
   3. The President will hire professional service contract personnel in order to facilitate CGAIT activities, to include but not limited to conference planning, production and training activities.
   4. The President will chair the new officer nomination and election committee at the fall conference.
   5. The President will be responsible for all voting processes, manual or electronic and will determine methods for electronic voting.
   6. The President shall have the authority to sign contracts and documents in the name of the organization.
   7. The President and Vice President shall have dual signing authority during the transition period of the Vice President to the President role.

3. The immediate past President, or President Emeritus, will serve as an advisor to currently elected Officers.

4. In the absence of the President, the Vice President shall automatically succeed and serve as President of CGAIT until the next regular meeting for CGAIT.

5. The Vice President shall perform all the duties of the President as they relate to CGAIT in the absence of the President at any meeting. It shall be the responsibility of the Vice President to oversee all committee activity and make a report on such activity to the Board of Directors. In the event of a vacancy in the office of the Vice President, the Officers shall fill the position by appointment, and the appointee shall serve until the next regular meeting of CGAIT. The Vice President is President Pro Tem, subject to affirmation by membership vote.

   1. The Vice President shall assume authority to sign contracts and documents in the name of the organization in the event the President becomes unable to.

6. The Treasurer shall be the official custodian of the funds of CGAIT. The Treasurer shall provide a written financial report of CGAIT financial assets during the business-meeting portion of conferences. Control and make or cause to be paid all disbursements of the association as authorized in the annual budget approved by the Board of Directors, 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. Invest excess money for best return maintaining a minimum checking account balance as determined by the Board of Directors. Report Tax information to the appropriate agencies as required for a nonprofit organization. In the event of a vacancy in the office of Treasurer, the Officers shall fill the position by appointment and the appointee shall serve until the next regular meeting of CGAIT.

7. The Secretary shall be responsible for maintaining a list of directors with contact information, sending out meeting announcements and agendas, keeping records of board actions, including overseeing the taking of minutes at all meetings, distributing copies of minutes via the member web portal, and assuring that corporate records are maintained. In the event of a vacancy in the office of Secretary, the Officers shall fill the position by appointment and the appointee shall serve until the next regular meeting of CGAIT.
   1. Subject to the approval of the majority of Members present at each fall conference election, the Board may nominate a private third-party or an Associate, Affiliate or Honorary Member to serve as Secretary for a one-year term. , In this instance, the Secretary shall be a non-voting member of the Board of Directors.

8. The Vice Treasurer shall perform all the duties of the Treasurer as they relate to CGAIT in the absence of the Treasurer at any meeting, and shall be the official backup custodian of the funds of CGAIT. Upon request, the Vice Treasurer shall provide a written financial report to the Treasurer of any and all expenditures made by the Vice Treasurer. In the event of a vacancy in the office of Vice Treasurer, the Officers may fill the position by appointment and the appointee shall serve until the next regular meeting of CGAIT.

9. The Assistant Secretary shall perform all the duties of the Secretary as they relate to CGAIT in the absence of the Secretary at any meeting. In the event of a vacancy in the office of Assistant Secretary, the Officers may fill the position by appointment and the appointee shall serve until the next regular meeting of CGAIT.

10. Members-at-large may serve in special, designated roles (web coordination, project management, etc). Members-at-large shall attend and participate in all regular meetings, board meetings, and conference business meetings in order to coordinate the performance of their designated roles. Members-at-Large on the board are Members and Associate Members in good standing of CGAIT. Members-at-large are limited to one per agency.

Section 4 – Term

1. All directors will serve a year term.

2. Terms shall be based on a calendar year, January 1 through December 31.

3. A term that begins during a calendar year shall be considered to have started on January 1 of that year.

Section 5 – Board elections and nominations

1. At each fall conference there shall be elected a Vice President. Such nominations and roles shall be certified to the membership at the fall conference. Additional candidates for each position may be nominated from the floor at the opening session of the fall conference. The Vice President shall serve for a period of one (1) year and then the subsequent year serve for a period of one (1) year as President. In other words, the election is for an individual for a two (2) year term, the first year as Vice President and the second year as President.

2. All directors whose terms are scheduled to expire at the end of the current calendar year may run for re-election at the business meeting of the fall conference. Additional candidates may be nominated from the floor at the business meeting of the fall conference.

Section 6 - Resignation, absences, and removal

1. A director may resign by providing written notice to the remaining directors.

2. A director shall be deemed to have resigned if the director has more than two unexcused absences from board meetings in a year.
   1. If a director has two unexcused absences, the secretary shall provide a notice of being deemed to have resigned to the director.
   2. The director may appeal the determination of resignation by notifying the remaining directors of reasons for the absence within one week of being sent notice regarding the determination. The remaining directors shall meet, make a determination, and respond to the appeal within one week of receiving the appeal.

3. A director may be removed for other reasons by a three-fourths vote of the remaining directors.
   1. If a vote to remove a director is to take place, the secretary shall provide notice to the director subject to the vote at least one week prior to the vote.

Article IV – Committees

Section 1 – Committee formation

1. Formal CGAIT standing committees, along with associated committee officers, may be chartered and appointed by a majority vote of the CGAIT officers, at their discretion, subject to a later vote of affirmation by a majority of the members attending the subsequent spring or fall conference.
2. At each spring conference following the formal establishment of a standing committee, the officers shall recommend a slate of officers for each committee subject to majority affirmation by the members then in attendance.
3. Standing committees may only be dissolved after a majority vote of the members attending the associated spring or fall conference.
4. Ad hoc committees - defined as special-purpose committees chartered for no more than six (6) months - may be formed, staffed and dissolved by majority vote of the Officers at their discretion.

Article V – Meetings

Section 1 – , Number of Meetings

1. CGAIT shall meet quarterly.

2. In the event CGAIT deems it necessary, additional meetings shall be called, the time and place to be determined by the officers of CGAIT.

3. The annual meeting shall be the fall conference.

4. The officers may hold quarterly board meetings of which two will coincide with the semi-annual conferences. Officers may be provided a meal, cost to be covered by CGAIT, during the board meeting.

Section 2 – Quorum

1. A quorum shall consist of three (3) officers and attending members.

Section 3 – Voting

1. Members shall have the right to one vote for each entity on all matters of CGAIT.

2. In the event a Member is not present at a meeting, he/she may designate his/her County's/City's Associate member or Member of another County/City to cast the Members' vote by proxy.

3. Associate Members shall have all the rights and privileges of a Member except the right to vote, unless designated as the agency proxy vote in the absence of the member.

4. Affiliate Members are non-voting members.

5. Honorary Members are non-voting members.

6. Voting may be conducted manually in person at CGAIT sanctioned meetings and / or electronically as needed as designated by the President.

Section 4 – Rules of order

1. Meetings shall follow a basic adherence to Robert's Rules of order.

2. See Appendix A - CGAIT Bylaws Summarization of Robert's Rules of Order for details as they relate to general information, meeting format, making, discussion, and voting on motions.

3. Generally, meetings shall include:
   1. Call to order by the President
   2. Roll call/introductions
   3. Reading and approval of minutes, if any, from the last meeting
   4. Approval of agenda
   5. Report of the Treasurer. The report shall include a reconciliation of CGAIT accounts, and the total cost for officer travel expenses in the prior year and the amount to be expensed for the same purpose in the upcoming year. The membership shall approve a travel budget for the upcoming year.
   6. Committee reports
   7. Unfinished business
   8. New business
   9. Election of Officers (if fall conference)
   10. Adjournment.

Article VI - Distribution of Assets

Section 1 - Distribution of Assets

1. Upon the dissolution of the nonprofit corporation, any remaining assets will be distributed for an exempt purpose to a similar organization, the federal government, or a state or local government. 

Article VII – Amendments

Section 1 - Amendments

1. These Bylaws may be amended, revised, added to, or subtracted from by a favorable vote of at least two-thirds (2/3) of the voting members present at any spring or fall conference.

2. A proposed amendment must be submitted to the secretary to be distributed to the members at least one week prior to the meeting to vote on such an amendment.

Article VIII – CGAIT Web Portal

Section 1 - Rules of Use

1. CGAIT is an organization of professional peers, and the CGAIT web portal, hosted and used as it is by public employees shall maintain a high standard of acceptable use and content.

2. Members agree to use the web portal, including but not limited to email blasts and discussion groups, in support of CGAIT activities, and never for purposes of personal or commercial gain, distribution of non CGAIT related material, and to never post messages of an abusive, demeaning, or exploitative nature.

3. CGAIT's web portal members accept that this resource is intended for the limited use of its various classifications of members as outlined in Article III, or individuals or groups that the members determine, by a majority vote, at the spring or fall conference.

4. Members further agree that the penalty for violation of this trust, that is, the distribution of member contact information beyond members, and other bona fide recipient defined by the members as above stated, may be suspension of web portal access rights for a period of time determined and agreed upon by the CGAIT Officers, and not to exceed one calendar year from the date that the violation occurred.

5. The intention here is to prevent the CGAIT web portal and the contact information held therein from becoming available to vendors and other non-members that might then abuse the contact information for their own purposes.

6. Members who are aware of such prohibited activity will report it immediately to a CGAIT officer.

Appendix A – CGAIT Bylaws Summarization of Robert's Rules of Order

General Information

What Is Robert's Rules of Order?

It is a set of rules for conducting meetings that allow participants to be heard and to make decisions without confusion. It is often referred to as parliamentary procedure.

CGAIT meetings will follow a basic Robert's Rules of Order format.

Below is the format generally followed by CGAIT:

1. Call to order by the President
2. Roll call/introductions
3. Reading and approval of the minutes of the last meeting
4. Approval of agenda
5. Report of the Treasurer. The report shall include a reconciliation of CGAIT accounts, and the total cost for officer travel expenses in the prior year and the amount to be expensed for the same purpose in the upcoming year. The membership shall approve a travel budget for the upcoming year.
6. Committee reports.
7. Unfinished business.
8. New business.
9. Election of Officers (if fall conference)
10. Adjournment.

CGAIT members express themselves by discussing and making motions. A motion is a proposal the entire CGAIT attending membership takes action on. Members can:

1. Make motions (e.g. move to adopt items on the agenda)
2. Second motions.
3. Debate motions.
4. Vote on motions.

There are three basic types of motions:

Main Motions:

The purpose of a main motion is to introduce items to the membership for their consideration. They cannot be made when another motion is on the floor but yield to subsidiary, and incidental motions.

Subsidiary Motions:

The purpose of a subsidiary motion is to change or amend a main motion, it is voted on before the main motion.

Incidental Motions:

Their purpose is to provide a means of questioning procedure concerning other motions and must be considered before the other motion.

Making a Motion:

Only CGAIT members (or designees in their absence) may make motions. The CGAIT member:

1.  ,Obtains the floor:
   1. Waits until the last speaker has finished,
   2. Addresses the CGAIT President,
   3. Waits until recognized by the CGAIT President.
2. Makes the motion.
3. Speaks in a clear and concise manner.
4. States the motion affirmatively. "I move that we..." rather than, "I move that we do not..."
5. Waits for another member to second the motion.
6. Another member seconds the motion or the CGAIT President calls for a second.
7. If there is no second, the motion dies.
8. If the motion is seconded, the CGAIT President re-states the motion. Once the President presents the motion, it becomes "assembly property" and cannot be changed without the consent of the membership.
9. The membership then either discusses the motion or moves directly to vote.

Discussing a Motion:

1. The mover is always allowed to speak first.
2. All comments and debate must be directed to the President.
3. Keep to the time limit for speaking if one has been established.
4. "Calling the question":
   1. The CGAIT President asks, "Are you ready to vote on the motion?"
   2. If there is no more discussion, a vote is taken.

Voting on a Motion:

There are a number of ways a group can vote on a motion. However, two are generally employed by CGAIT and they are:

1. By General Consent -- When a motion is not likely to be opposed, the President says, "If there is no objection..." The membership shows agreement by their silence, however if one member says, "I object..." the item must be put to a more formal vote.

2. The President says, "All in favor say aye", to which members wishing to approve say "aye", followed by the President saying "All opposed say no", and members wishing to not approve say "no". The President will determine by the response if the motion has passed. If it is not clear whether the motion has passed or not, the President may call for another vote either by a show of hands or by roll call, where each member answers "yes" or "no" as his or her name is called.