The goals of UCGIS are to
ARTICLE IV MEMBERS
(1) Qualification and Application for Membership
Membership in UCGIS is open to academic and research organizations and institutions with programs and missions consistent with the purposes of UCGIS as set forth in Articles II and III and may include colleges and universities, federally funded research and development centers as defined by Federal Acquisition Regulation [[section]]55.017 a 3, membership organizations, and other nonprofit organizations, provided that applications for membership must
Applications for membership are subject to approval of the UCGIS Council (see Section 2, paragraph 1 below) by majority vote. Dues and other conditions of membership shall be specified by the UCGIS Council with the concurrence of two-thirds of the delegates voting. Applications for membership shall be forwarded to the Executive Director under the signature of the chief administrative officer of the institution seeking membership and shall include a description of the institution's present programs and future plans in education and research related to geographic information science. The application must describe how the institution will contribute to the objectives of UCGIS and should include descriptions of any relevant academic programs, courses, faculty, research, and public service activities contributing to the advancement of geographic information science at the institution. All members are subject to a review of these qualifications every five years.
Each member institution shall designate two
delegates to sit on the UCGIS Council (hereafter, Council) and one
or more alternates to serve in the absence of the delegates. Each of
the two delegates and any alternate representing the institution is
eligible to hold offices of UCGIS. Delegates from each University
shall be selected in such a manner that will encourage
representation of more than one discipline at their respective
institutions. Delegates and alternates will be appointed by the
Chief Administrator of the member university (or current President,
if the organization is other than a University). After initial
appointment, delegates may be replaced and alternates may be added
or dropped through consultation with or vote by those faculty
identified in the University’s UCGIS portfolio as being involved in
geographic information science research or education. This
consultation or vote may be by electronic means or otherwise. In the
event of a dispute, the Chief Administrator or president has the
option of making appointments by override or confirmation of any
vote(s) taken. Whenever new appointments or changes in appointment
terms are made, they shall be forwarded by the lead delegate, Chief
Administrator or president to the Executive Director of UCGIS. One
delegate will be designated as the contact, or lead, delegate who
will receive information from the Executive Director and president
of the Council and will be responsible for appropriately
distributing this information at the member institution. Each
delegate will be placed on the UCGIS Council mailing list.
Each member institution shall have two (2) votes exercised by the delegates. Each member organization's votes may be exercised by the delegates or the alternates in the absence of the delegates. A delegate may cast all votes for the institution represented, but no other proxy votes shall be allowed.
Affiliates may be organizations that do not qualify for membership that are actively involved in education, research, or service related to geographic information science. They may be associated with the UCGIS as affiliates upon approval by the Council with the concurrence of a majority of delegate votes. Affiliate status is non-voting. Each affiliate shall designate one representative who will serve as a liaison with the UCGIS. Dues and other conditions of affiliation will be specified by the Council with the concurrence of two-thirds of delegate votes.
(5) Withdrawal from Membership
A member may withdraw from UCGIS upon thirty days' written notice to the Board of Directors. A prorated portion of the member's dues will be returned following withdrawal
(6) Removal from Membership
An institution shall cease to be a voting member upon failure to pay dues and shall be dropped from the membership roster upon failure to pay dues by the end of the membership year. The membership of any member may also be terminated by the Board of Directors upon a two- thirds vote of the members of the board present at the meeting at which termination is considered, provided that at least ten days' notice of the intent to consider such action at such meeting must be given. Additionally, all members are subject to review of their qualifications every five years. Evidence that the institution continues to meet the membership qualifications must be presented to the Board of Directors or its delegate. If the member no longer meets the qualifications in the view of the Board of Directors, the member shall be given an opportunity to show that it continues to meet the qualifications. If it cannot do so, its membership shall be terminated at the end of the year. Any gap in membership status, whether for failure to pay dues, resignation, or otherwise, requires payment of the initial membership fee before reinstitution.
ARTICLE V MEMBERSHIP MEETINGS
Meetings of the UCGIS Council shall be held semi-annually, with the dates and places selected by the Board of Directors. Special meetings may be convened by the Board of Directors or at the written request of one-third of the member institutions to consider matters of extreme importance. A meeting agenda shall be distributed prior to meetings. Matters shall be decided by an affirmative vote of a majority of the delegates casting votes as long as a quorum of delegates representing at least one-tenth of the members is present.
ARTICLE VI BOARD OF DIRECTORS
The Board of Directors, hereinafter referred to as the "Board," is the main administrative body of the Council.
To provide leadership for and to represent the Council between Council meetings and to coordinate the activities of the Council. This includes such items as appointing committees, preparing items to bring before the Council, appointing standing committee chairs, appointing the Executive Director, and other activities as specified by the Bylaws
The Board consists of nine delegates, three of which are the President, Vice President (President-Elect), and immediate Past-President of the Council.
(4) Selection of the Board Members (Directors)
The Council elects a President and Vice President (President-Elect) from its membership. The election of President is considered to be automatic with the President-Elect assuming that position. However, if the President-Elect cannot assume the position of President or if another nomination for President is made by petition as described below, another member can be selected in the election. In the event the President-Elect is not chosen as President in such an election, he or she loses his or her position on the Board. If the newly elected Vice President (President-Elect) is already serving as a Board Member, the created vacancy on the Board will be filled on an interim basis until the next annual election by majority vote of the Board of Directors. The Council elects two additional directors from its membership each year for terms of three years to replace retiring Board members.
Prior to each annual Council meeting, the President appoints a nominating committee to place six names before the Council: two names for the office of Vice-President and four names for the two positions of Director. The name of the current Vice-President automatically shall be the sole nomination provided by the nominating committee for President. The members of the Board of Directors shall serve three year terms. A delegate may serve two successive partial or full terms but may not be reelected thereafter until the second annual meeting following his or her service as a Board member.
A Board member who is replaced by his or her institution as a delegate relinquishes his or her position on the Board and the vacancy is refilled by election of the Council. Otherwise, the term of office of any individual member of the Board shall terminate upon the effective date of his or her resignation, which may be made at any time by giving notice thereof in writing to the President; upon his or her death; or upon a vote of the UCGIS Council to remove him or her from office.
Vacancies on the Board may be filled on an interim basis until the next annual election by majority vote of the Board of Directors. Only one delegate from any member institution may serve on the Board at any given time.
Election of Directors is conducted in accordance with the following:
(5) Meetings of the Board of Directors
The Board of Directors shall meet at such times and places as designated by the President. The President or any three members of the Board may call a meeting of the Board. Immediately following the annual meeting of the Council, the incoming and outgoing Boards shall meet in joint session with the outgoing Board members serving in a non-voting advisory capacity. The Board ordinarily meets two or three additional times throughout the year. (6) Functions of the Board of Directors
(6) Functions of the Board of Directors
The Board of Directors shall have the following functions and such other functions as may be assigned to it by majority vote of the Council.
A majority of the entire membership of the Board of Directors as fixed in these Bylaws shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent departure of one or more directors from the meeting, provided that at least one third of the board is present at all times. The affirmative vote of a majority of the members present at a Board meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by District of Columbia Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws.
At least ten days' notice shall be given to each Director of a regular meeting of the Board of Directors. A special meeting of the Board of Directors may be held upon notice of five days. Notice of a meeting of the Board of Directors shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted. A Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
(9) Unanimous Consent
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided all members consent in writing and set forth in the same writing the action or decision taken or made. Consent in writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by or on behalf of the corporation.
Members of the Board of Directors other than officers and employees shall receive no compensation for their services but, by resolution of the Board, may be reimbursed for expenses incurred while acting on behalf of the corporation.(11) Teleconferencing.
The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
(12) Executive Committee
By a vote of the majority of all the Directors in office, the Board of Directors may designate an Executive Committee consisting of the President, President-Elect, and immediate Past President, which shall have authority to act for the Board of Directors in between meetings of the full Board. The Board of Directors may designate one or more of the Directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Committee upon the request of the President. Vacancies in the Executive Committee shall be filled by the Board of Directors at a regular or special meeting.
ARTICLE VII OFFICERS
The officers of the corporation shall be a President, President-Elect, Executive Director, Secretary, and Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The duties of any such officers and assistant officers shall be fixed by the Board of Directors, or by the President if authorized to do so by the Board of Directors, but to the extent not so fixed, shall be those customarily exercised by corporate officers holding such offices.
(2) President and President- Elect
The President and President-Elect shall be elected by the Council as provided in Article VI(4). Beginning with the election of a President-Elect at the 2008 Winter meeting of the UCGIS Council, they shall normally serve two years as President-Elect, two years as President, and two years on the Board as immediate past president. Following the completion of this six-year period, the immediate past president may serve again as President-Elect, but may not be reelected thereafter until the second annual meeting following his or her service as immediate past president. The term of office of either officer shall terminate upon the effective date of his or her resignation; upon his or her death; or upon a majority vote of the Council to remove him or her from office. Any vacancy created thereby shall be filled by the Board of Directors from among its members until the next meeting of the UCGIS Council. The President-Elect shall serve as President whenever the President is unable to so serve.
(3) Executive Director
The Executive Director position, when vacant, may be filled on an interim basis by appointment of the President to the position. A permanent Executive Director shall be selected by majority vote of the Board of Directors from among applicants for the position. Such applicants shall be solicited from the membership institutions at least two months prior to filling of the vacancy. The Executive Director serves at the pleasure of the Board.
(4) Treasurer and Secretary
The offices of Treasurer and Secretary shall be filled by appointment of the Board of Directors. The Treasurer and Secretary, who may but need not be members of the Board of Directors but must be members of the Council, shall serve one year terms. The term of office may be changed from time to time by the Board of Directors but shall in no event exceed three years. An individual may serve as Treasurer or Secretary for succeeding terms without limitation, and one individual can hold both offices. The term of office of Treasurer or Secretary shall terminate upon the effective date of his or her resignation submitted orally or in writing to the Board of Directors; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy created thereby shall be filled by the Board of Directors.
ARTICLE VIII OFFICES
The principal office of the UCGIS shall be located in the state, city, and county of the resident institution of the Executive Director. Until such time as an Executive Director is employed, the President shall fulfill the role of Executive Director and the principal office shall be located in the city of the resident institution of the President or as designated by the Board. The registered office of the UCGIS shall be in the District of Columbia, the State of Incorporation, and may be, but need not be, identical with the principal office of the Executive Director and the address of the registered office may be changed from time to time by the Board of Directors or the President. In the event the Executive Director is not a resident of the District of Columbia, the Board of Directors shall appoint another person its registered agent.
ARTICLE IX STANDING COMMITTEES
The standing committees are those committees that operate on a continuing basis. Their purpose is to provide continuous surveillance and review of fundamental aspects of university education, research, and public service in geographic information science. They shall recommend programs of action to the Council or the Board as appropriate and shall carry out such tasks as may be requested by the Council or the Board. Initially, there shall be three standing committees as follows: Policy and Legislation Committee, Research Committee, and Education Committee. Committee members may be any qualified person whether or not such persons are delegates to the Council. Delegates are asked each year by the Executive Director to select a committee they would like to serve on. Delegates are automatically appointed to the committee of their choice. The standing committees shall meet during the annual Council meetings or whenever deemed necessary by the Chair. The committees shall report to the Council at each regular meeting and to the Board as requested.
(1) Policy and Legislation Committee
This committee identifies, acquires, analyzes, and reports to UCGIS member universities any geographic information science related policies or legislation being adopted or considered by local, state, federal, or international law bodies that might be relevant to the goals set forth in Article III or otherwise affect the research and teaching programs related to geographic information science. The committee shall propose and develop legislation if needed in support of the goals of Article III, propose and draft responses to legislation that may be adverse to the goals set forth in Article III, and develop approaches for communicating with legislators, agency personnel, and other policy makers.
(2) Research Committee
The research committee will articulate ongoing research priorities for advancing theories and methods in geographic information science; assess the current and potential contributions of GIS to national scientific and public policy issues; track federal and state programs, accomplishments, and needs; foster multidisciplinary research in geographic information science, particularly in support of national needs; and engage in other related activities such as appropriate recognition of outstanding research by faculty and students at its member institutions.
(3) Education Committee
The education committee shall consider priority issues in geographic information science education and public service from which positions, policies, and strategies may be recommended for implementation by UCGIS and its member institutions at local, state, national, and international levels. Major issues might include trends in enrollments, adequacy of the number of graduates and their skills to meet marketplace demands, curriculum and courses, innovations in education, role of faculty and institutions, and other issues that affect education in geographic information science.
ARTICLE X AMENDMENTS
The Bylaws or the Articles of Incorporation may be amended in whole or in part by a two-thirds majority vote of the Council except as otherwise specified for special circumstances in these Bylaws. Amendments may be proposed by any delegate either to the Board of Directors or to the assembled Council. The Board shall circulate the proposed amendment to all delegates at least thirty days prior to vote. In addition, all amendments must be discussed at a Council meeting prior to a vote by the delegates.
ARTICLE XI PUBLICATIONS
The Board of Directors shall prepare an annual report of activities and such special bulletins and reports as are deemed necessary.
ARTICLE XII MISCELLANEOUS PROVISIONS
(1) Fiscal Year
The annual accounting period of the corporation shall be determined by the Board of Directors.
All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
All contracts, notes or other evidences of indebtedness, and leases of space for the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Page updated 11/28/2011
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