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Article I

The name of the organization shall be the Council on Governmental Ethics Laws.

Article II

Objectives

Section 1.

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.

Section 2.

Responsibilities – The Council shall be responsible for the following:

a.  Annual Conference

Organize and conduct an annual meeting or conference of the Council and such other meetings as may be deemed appropriate.

b.  Directory

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.

c. Newsletter

Publish and distribute a periodic newsletter containing pertinent items of interest to members, associate members and the public at-large.

d. Clearinghouse

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.

d. Education

Provide and promote programs and materials for the purpose of educating members and others on matters of pertinent interest.

Section 3.

Prohibitions
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 prohibited.

Article III

Membership

Section 1.

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.

Section 2.

Definitions:

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 dues.

Section 3.

Member Affiliates
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.

Section 4.

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.

Article IV

Meetings

Section 1.

Annual Meeting
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.

Section 2.

Special Meetings
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 such meeting.

Section 3.

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 any Bylaw.

c.  Quorum

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.

Article V

Finances

Section 1.

Annual Dues
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.

Section 2.

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.

Section 3.

Charges for Publications and other Communications
The Steering Committee shall determine what charges, if any, shall be assessed for other Council publications and services.

Section 4.

Financial Statements
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.

Section 5.

Annual Budget
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 annual meeting.

Section 6.

Gifts
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.

Section 7.

Grant
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 Committee.

Article VI

Steering Committee

Section 1.

Composition
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.

Section 2.

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.

Section 3.

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 member; and

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 following:

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.

Section 4.

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.

Section 5.

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.

Section 6.

Vacancies
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 preceeding year.

Section 7.

Meetings
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.

Section 8.

Quorum
The presence of a minimum of seven (7) members of the Steering Committee shall be required for a quorum.

Section 9.

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 annual meeting.

Section 10.

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.

Section 11.

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.

Section 12.

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 session.

Section 13.

Expenses
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.

Section 14.

Committees
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.

Section 15.

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.

Article VII

Officers

Section 1.

Eligibility
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.

Section 2.

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.

Section 3.

Election
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.

The President-Elect 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.

Article VIII

Parliamentary Authority

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.

Article IX

Amendments to Bylaws

Section 1.

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.

Section 2.

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 such meeting.

Article X

Definitions

Section 1.

Council – "Council” shall be the Council on Governmental Ethics Laws.

Section 2.

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