The name of the organization shall be the Council on Governmental Ethics Laws.
Purpose – The primary purpose of the
Council shall be to facilitate and promote the exchange and
dissemination of information on governmental ethics among its members
and associate members.
Responsibilities – The Council shall be responsible for the following:
Organize and conduct an annual meeting or conference of the Council and such other meetings as may be deemed appropriate.
Prepare and distribute to its members and associate members a
directory containing detailed information on commissions, agencies,
boards and offices responsible for the administration and regulation of
governmental ethics, including the statutory bases for these bodies,
regulations and advisory opinions issued by them, significant judicial
determinations affecting them, the names of commissioners and principal
staff personnel, budgetary data, the number of employees of these
governmental entities, the allocation of responsibilities within these
bodies and any other pertinent information.
Publish and distribute a periodic newsletter containing pertinent
items of interest to members, associate members and the public
Consider other ways of increasing the flow of pertinent information
to members including the possibility of establishing a clearinghouse
operation, evaluating research projects potentially helpful to members,
and exploring other ways of improving communication among the members
and member affiliates.
Provide and promote programs and materials for the purpose of
educating members and others on matters of pertinent interest.
The Council shall not advocate the adoption or pursuit of any policy,
bill, resolution or practice by any government, organization, or
individual other than those of the Council itself. The Council shall
not take any action, the substantial effect or purpose of which would
be to influence voting at any election, including a referendum. Neither
shall the Council support or oppose any individual’s present or future
candidacy for election or appointment to any public or private
position. Providing information and materials concerning a proposed
policy, bill or resolution, without comment or advocacy, is not
Types of membership
There shall be five types of membership in the Council: governmental
members, organizational members, educational members, individual
members and honorary members, as defined in Section 2 of this Article.
Governmental, organizational and educational members
shall each have a named representative. The named representative shall
be the individual who maintains the voting rights for that entity,
subject to any transferability provided for in Article IV, Section 3
(a). The named representative shall also be the person to whom invoices
are directed to for annual dues.
a. Governmental Member
Any governmental entity responsible for the administration or
enforcement of laws regulating governmental ethics may become a member
of the Council upon the payment of annual dues established by the
Steering Committee in accordance with Article V, Section 1.
b. Organizational Member
Any non-governmental entity, other than an educational institution,
interested in governmental ethics may become a member of the Council
upon the payment of annual dues established by the Steering Committee
in accordance with Article V, Section 1.
c. Educational Member
Any public or private educational institution interested in
governmental ethics may become a member of the Council upon payment of
annual dues established by the Steering Committee in accordance with
Article V, Section 1.
d. Individual Member
Any individual who previously maintained membership with the
Council, or was an affiliate of such a member, but who is no longer
employed or affiliated with a current member may apply to be an
individual member of the Council. Such application shall be subject to
approval by the Steering Committee. Approved applicants shall pay
annual dues, established by the Steering Committee in accordance with
Article V, Section 1, to become individual members of the Council.
e. Honorary Member
The Steering Committee may designate individuals as honorary
members based on their exceptional and outstanding service to the
organization. Honorary members shall not be required to pay the annual
Any officer or employee of a governmental, organizational or
educational Council member shall be a member affiliate of the Council
upon approval by the named representative of that Council member. An
officer includes an elected or appointed member of the governing body
of any governmental, organizational or educational entity.
Member affiliates shall be eligible to serve on any
committee of the Council including the Steering Committee. Member
affiliates shall be granted access to the members-only portion of the
Council’s website which shall contain all general communications
regarding Council activities.
Limitation on Members’ Liability
The private property of the members of the Council, their named
representatives or member affiliates of such members, shall not be
liable for any Council debts, liabilities or obligations.
The annual meeting of the Council shall be held during the annual
conference. The Steering Committee is charged with the responsibility
of identifying locations for the annual meeting. The Site Selection
Committee of the Steering Committee shall identify locations based upon
stated criteria and a geographical region rotation schedule. At least
sixty (60) calendar days advance written notice of the annual meeting
shall be given to all members and associate members. The advance
written notice for the next succeeding meeting shall contain a listing
of major items to be considered.
Special meetings of the Council may be held at such time and place as
designated by the Steering Committee, provided that notice of such
special meetings shall be forwarded to all members at least thirty (30)
days in advance. Special meetings may be called by the Steering
Committee or upon the filing with the Steering Committee of a written
request by a majority of the members of the Council. The notice for any
special meeting of the Council shall state the purpose and agenda for
Voting at Meetings
a. Entities Entitled to Vote
All governmental, organizational and educational members in good
standing with the Council shall be entitled to vote at any meeting.
Each such member shall have one vote. The named representative of each
such member shall cast its vote unless the member has authorized in
writing one of its officers or employees to cast its vote. A voting
member unable to attend a meeting may in writing appoint another voting
member as proxy. On presentation of the written proxy authority, the
appointed proxy may vote at the meeting in the name of the absent voting
member. No voting member may act as a proxy for more than two (2)
other voting members.
b. Vote Required for Approval of Measures
A majority of the voting members, present and voting at a Council
meeting, shall be required for the approval of any measure, except that
a two-thirds (2/3) majority of the governmental members present and
voting at a Council meeting shall be required to amend, enact or repeal
A majority of the full members of the Council registered at the
annual conference or any other special meeting of the Council shall
constitute a quorum.
The annual dues for each category of membership shall be established by
the Steering Committee. Such fees shall be paid annually on or before
February fifteenth (15th) of each calendar year. The Steering Committee
shall ensure that each member receives an invoice for annual dues no
later than January fifteenth (15th) of each calendar year. Upon written
request the Steering Committee may, in its discretion, extend the time
for payment of these annual dues.
Registration Fee for Annual Conference
The Steering Committee shall determine the amount for a registration
fee to attend the annual conference to at least recover the actual
costs incurred for the conference.
Charges for Publications and other Communications
The Steering Committee shall determine what charges, if any, shall be assessed for other Council publications and services.
The financial records of the Council shall be maintained on a fiscal
year basis, as determined by the Steering Committee. The Steering
Committee shall present a financial statement to the members for their
review at the annual meeting.
The Steering Committee shall prepare an annual Council budget,
including revenue and expenditure projections. The Steering Committee
shall present the budget to the members, for their comment, at the
The Council shall neither accept nor solicit any gift or gifts
exceeding $100 singly or in the aggregate during the fiscal year from
any one source unless the Steering Committee approves of the acceptance
or solicitation. The term "gift” shall mean anything of value, whether
in the form of money, service loan, travel, entertainment, hospitality,
promise, or in any other form. A gift or gifts approved in accordance
with the above shall be disclosed to the members for their review at
the annual meeting, including a description and the approximate value
of the gift or gifts.
The Council shall be authorized to seek and accept grants from
non-profit entities for the purposes which are in accordance with the
mission of the Council. Initial authorization to seek grants shall come
from the President and shall be approved or ratified by a majority of
the members of the Steering Committee. The administration of any such
grant shall be subject to the oversight and direction of the Steering
The Steering Committee shall consist of twelve (12) individuals
representing governmental, organizational and educational members of
the Council. At least ten (10) individuals on the Steering Committee
shall represent governmental members. No more than two (2) individuals
may represent organizational or educational members, who shall be
entitled to participate in the discussion of all matters raised by the
Committee but shall not have the ability to make or second motions or
the right to vote on such matters.
The President may appoint the current program
committee chair to serve in an ex officio capacity with no voting
rights to ensure that the conference is conducted in the best interest
of all Council members.
Powers and Duties
The Steering Committee shall have all the powers necessary to conduct
the affairs of the Council and may enter into any contract in
furtherance of the Council’s purposes.
Nomination and Election
The chair of the Nominating Committee shall be appointed by the
President of the Council from the members of the Steering Committee.
Such chair shall appoint four (4) individuals to serve on the
Nominating Committee. Only the chair may be a member of the Steering
Committee. The Steering Committee shall approve or reject the
appointments made by the chair and shall select an alternate in the
event that it rejects any appointment.
a. At least three (3) months prior to the annual meeting, the Nominating Committee shall:
i. Provide each registered user of the
Council’s website with a list of the governmental, organizational and
educational members of the Council, their respective named
representatives and the names of all member affiliates of each such
ii. Invite each registered user of the Council’s
website to suggest candidates for nomination and election to the
Steering Committee. Current Steering Committee members shall not
suggest candidates for nomination and election.
b. To be eligible for election to the Steering
Committee an individual shall be the named representative of a
governmental, organizational or educational member or a member
affiliate of any such member.
c. In determining recommended nominees for election
to the Steering Committee, the Nominating Committee shall consider the
i. Different types of eligible members of the Council;
ii. Relative size and geographic locations of entities represented by potential nominees; and
iii. Desirability of including member affiliates as members of the Steering Committee.
d. By the first day of the annual conference, the
Nominating Committee shall prepare and make available to all registered
attendees of the conference a written list of nominees they recommend
for election to the Steering Committee.
e. Nominations also may be made from the floor of the annual meeting.
f. Election of the Steering Committee may be by
written ballot or voice vote at the annual meeting of the Council, with
election determined by a majority vote of those present and voting.
Term of Office
The four-year terms of office for members of the Steering Committee
shall be staggered so that three members are elected each year for the
period between the annual meeting at which the member is elected and
the fourth annual meeting thereafter.
A member of the Steering Committee may serve one
additional full term, provided the member is elected or appointed after
an absence of at least four years from the Steering Committee.
No eligible individual shall serve on the Steering
Committee for more than a total of eight years, including time served
filling vacancies described in Section 6 of this Article.
In order to transition
in 2012 from the nine-person Steering Committee to a twelve-person Steering
Committee, those three Steering Committee members scheduled to leave the
Steering Committee at the 2012 annual meeting shall remain as members of the
Steering Committee until the 2013 annual meeting. Those members scheduled to leave at the 2013
annual meeting shall remain members until the 2014 annual meeting, and those
members scheduled to leave at the 2014 annual meeting shall remain members
until the 2015 annual meeting. Those
members joining the Steering Committee at the 2012 annual meeting shall serve a
four-year term, expiring at the 2016 annual meeting.
Change of Status
A member of the Steering Committee that is no longer eligible to serve
on the Committee shall resign from the Committee unless the time
remaining in the member’s term is less than six (6) months.
When a vacancy on the Steering Committee occurs, the Council’s
President, subject to majority confirmation by the Steering Committee
at its next meeting, shall appoint an eligible individual to serve the
remainder of the term. The President and the Steering Committee, in
selecting this individual, shall give due consideration to the factors
cited in Section 3(c) of this Article.
If the President’s appointee is not confirmed, the
President shall appoint another eligible individual subject to majority
confirmation by the Steering Committee.
Any eligible individual may be appointed to fill a
vacancy on the Steering Committee provided that said eligible
individual has not served on the Steering Committee during the
Meetings of the Steering Committee may be called by the Council’s
President or upon the written request of a majority of the Steering
Committee. The Steering Committee shall meet within seventy-two (72)
hours after the election of the Steering Committee at the annual
meeting of the Council. Written notice of the principal items of
business to be considered at all but the first meeting of the Steering
Committee shall be forwarded by the President at least one (1) day in
advance of such meetings. Any meeting may be conducted by telephone.
Minutes of Steering Committee meetings shall be taken.
The presence of a minimum of seven (7) members of the Steering Committee shall be required for a quorum.
Voting at Meetings
The affirmative vote of a majority of those members of the Steering
Committee present and eligible to vote shall be required for the
approval of any measure. Whenever delay in obtaining the approval of
the Steering Committee would result in serious damage or inconvenience
to the Council and its members, the Council’s President may act for the
Steering Committee, but such action by the President may be modified or
rescinded by the Steering Committee at subsequent meetings or at the
Preservation of Records
The Steering Committee shall be responsible for the preservation of
these Bylaws, minutes, records of financial transactions and any other
Council records, and shall provide a copy or copies of any of them,
subject to the restrictions of Section 12 of this Article, to
any member of the Council upon request. A reasonable fee may be set by
the Steering Committee to cover the costs of reproduction.
Examination of Financial Statements
An examination of the Council’s financial books of record shall be
conducted by an independent certified public accountant at least once
every two (2) years or more frequently at the discretion of the
Steering Committee. Such examination shall be conducted at the "Review”
level of service, in accordance with the standards established by the
American Institute of Certified Public Accountants, unless the Steering
Committee determines that an examination at the "Audit” level is
necessary to protect the Council’s interests. Where an examination is
conducted before the end of the two-year period, the new cycle will
commence from the date of that examination. The Steering Committee
shall be responsible for reporting the results of each such examination
at the annual meeting.
Open Records and Meetings
All records of the Council or any committee of the Council shall be
open for inspection by any person. Copies of such records shall be made
available upon payment of a reasonable fee established by the Steering
Committee. All meetings of the Council and any committee of the
Council shall be open to the public. However, the Steering Committee,
with an affirmative vote of two-thirds of its eligible membership
present and voting, may adjourn to executive session to discuss any
personnel matter, pending claim or litigation or strategy with respect
to the bringing, maintaining or defending of such claim or litigation,
or records that are confidential by law. Any decisions made in
executive session shall be made a public record upon adjournment of the
Direct expenses incurred by Steering Committee members to attend
meetings of the Steering Committee may be reimbursed in full, according
to a reimbursement schedule set by the Steering Committee.
The Steering Committee may establish committees for the purpose of
carrying out Council business. Any meetings of any committee may be
conducted by telephone. Minutes of committee meetings shall be taken or
a record of the committee's work recorded. The President of the
Council shall appoint the chairperson of each committee. The
chairperson shall choose the members of the committee and shall
encourage participation by a broad spectrum of COGEL members. Committee
membership shall expire at the completion of the next annual meeting
of the Council but both the chairperson and members may be reappointed.
Indemnification of Steering Committee Members
Steering Committee members of the Council now or hereafter serving as
such, shall be indemnified by the Council against any and all claims
and liabilities that he or she has or shall become subject to by reason
of serving or having served as a Steering Committee member, or by
reason of any action alleged to have been taken, omitted, or neglected
by him or her as a Steering Committee member. The Council shall
reimburse each such person for all legal expenses reasonably incurred
by him or her in connection with any such claim or liability, provided,
however, that no such person shall be indemnified against, or be
reimbursed for any expense incurred in connection with any claim or
liability arising out of his or her own willful misconduct or gross
negligence. The amount paid to any Steering Committee member by way of
indemnification shall not exceed his or her actual, reasonable, and
necessary expenses incurred in connection with the matter involved, and
such additional amount as may be fixed by a committee of not less than
three (3) nor more than seven (7) persons selected by the President of
the Council, but not from members of the Steering Committee, and any
determination so made shall be prima facie evidence of the
reasonableness of the amount fixed. This right of indemnification shall
not be exclusive of any rights that any Steering Committee member may
otherwise be entitled by law.
All officers shall be members of the Steering Committee, provided that
only a governmental member or governmental member affiliate shall serve
as an officer of the Council.
Composition and Duties
The officers of the Council shall be a President; a President-Elect,
who shall serve as the next succeeding President; a Secretary and a
Treasurer. These officers shall perform the duties prescribed by these
Bylaws and by the parliamentary authority adopted by the Council.
The officers shall be elected by the Steering Committee at an
organizational meeting following the annual meeting of the Council.
They shall elect a President-Elect, who will serve as the next
succeeding Steering Committee President; a Secretary; and a Treasurer.
All shall serve until their successors are elected. In case of a
vacancy in the office of President, the President-Elect shall
automatically become President for the unexpired term, after that
he/she shall serve a full term as President. The Secretary and then
Treasurer are next in line for succession if the President-Elect is
unable to serve, and shall serve as President for the unexpired term.
All other vacancies shall be filled by appointment by the President.
shall be elected at the beginning of his or her second year on the Steering
Committee so that he or she serves as President during his or her third year on
the Steering Committee. In his or her
fourth year on the Steering Committee, the former President shall serve as the
Immediate Past President.
The rules contained in the current edition of
Robert’s Rules of Order Newly Revised shall govern the Council in all
cases to which they are applicable and in which they are not
inconsistent with these bylaws and any special rules of order the
Council may adopt.
Amendments to Bylaws
Notice of Proposed Amendment
Written notice of any proposal to amend any provision of these Bylaws
must be provided to the Council President at least one hundred and
eighty (180) days in advance of the next annual Council meeting. Within
thirty (30) days of receipt of such proposed amendment, the President
shall convey the proposed amendment to the Chair of the Bylaws
Committee. The Bylaws Committee shall consider the proposed amendment,
analyze its impact on the Council and make a written recommendation to
the membership on the merits of the proposal no later than sixty (60)
days prior to the next annual meeting at which such amendment is to be
considered. This requirement of written notice may be waived by the
written consent of three-fourths of the voting governmental members
registered at said meeting.
Number Required for Approval
These bylaws may be amended at any meeting of the Council by a vote of
two-thirds of the voting governmental members present and voting at
Council – "Council” shall be the Council on Governmental Ethics Laws.
Governmental Ethics – "Governmental Ethics” – shall mean all of the following:
a. Personal financial disclosures by public
officials and employees, by candidates for election to public office
and by nominees for appointment to public office;
b. Standards of conduct for public officials and employees;
c. Disclosure, conduct, financing, and regulation of political campaign activities and elections;
d. Disclosure, conduct and regulation or lobbyist and lobbying activities;
e. Public meetings and records; and
f. Judicial conduct.
Charter adopted December 1, 1978 – Minneapolis, Minnesota
amended December 8, 1980 – San Diego, California
amended December 4, 1984 Seattle, Washington
amended December 4, 1986 Hartford, Connecticut
amended September 29, 1987 – Quebec City, Quebec
amended December 7, 1989 – New Orleans, Louisiana
amended September 1990 – Anchorage, Alaska
amended September 22, 1992 – Toronto, Ontario
amended September 22,1993 – St. Paul, Minnesota
amended December 7, 1994 – Honolulu, Hawaii
amended September 20, 1995 – Washington, D.C.
amended September 17, 1997 – Edmonton, Alberta
amended September 16, 1998 – Seattle, Washington
amended December 6, 2000 – Tampa, Florida
amended December 5, 2001 – Lexington, Kentucky
amended December 8, 2004– San Francisco, California
amended September 19, 2007 - Victoria, British Columbia
amended December 5, 2012 - Columbus, OH