ARTICLE I. Organization Name
The name of the organization shall be Appalachian Ohio Geospatial Data Partnership, LLC (AOGDP).
ARTICLE II. Objectives
Organized as a voluntary cooperative organization of geographic information system (GIS) professionals, the Appalachian Ohio Geospatial Data Partnership, LLC (AOGDP, also referred to as the “Organization”) is created for the overarching purpose of providing the underserved political subdivisions of Appalachian Ohio with educational opportunities in geospatial technologies. Appalachian Ohio has been widely regarded as an area that is behind in organization, technical capacity, and potential in several professional areas, including GIS. For these reasons, the Organization’s objectives are:
- to provide an objective educational forum without political, social, financial or national bias, that is tailored to the specific needs of Appalachian Ohio,
- to foster the exchange of ideas and studies focused on the planning, operation, and consequences of such information systems,
- to promote and encourage the ethical use of geospatial technology, and
- to promote professional interaction, stimulate research, encourage publication, and generally aid the advancement of its members and other organizations having related objectives.
To this end, the AOGDP is focused on nurturing an environment of training, collaboration, adoption, promotion, and sharing of geospatial data, technology, information, and techniques that will produce tangible benefits for members, and for the Appalachian region of Ohio in its entirety. Through these actions we seek to significantly increase the geospatial capacity of the region. The Organization is an avenue for agencies that have traditionally participated in a cooperative manner to formalize those partnerships in order to bring the power of shared services and resources to bear on geospatial related issues facing Appalachian Ohio.
The AOGDP intends to pursue both public and private funding opportunities to continue working on vital projects that will provide direct benefit to the whole Appalachian Ohio community. It is our intention that the completion of collaborative projects will benefit the economic development and public safety interests of our region, as well as local governments and decision makers.
Section A. Political Activity
The Organization will not support or oppose candidates in political campaigns in any way and will not attempt to influence legislation. It is the responsibility of individual members and officers participating in any legislative process to be aware of this Organization’s position related to political activity and they shall not use the AOGDP or any likeness thereof to support or influence any political activity.
Section B. Equal Opportunity
Being mindful of the undesirable effects of institutionalized discrimination, the AOGDP shall conduct its activities on a fair and equitable basis without bias toward age, race, gender, ethnicity, religious affiliation or sexual preference. Further, the Organization shall encourage and promote equal opportunity participation in all AOGDP activities.
ARTICLE III. Membership
Membership in the Organization is available to anyone interested in advancing the goals of the AOGDP. An application is required for membership. This application will designate what agency the member is representing. Members can only represent one agency for the purposes of AOGDP membership. Full disclosure of “for-profit” affiliation is required and will be considered when members are nominated for Board/Officer/Committee positions. Members with “for-profit” affiliations should be aware of the Conflict of Interest requirements found in Article VIII.
ARTICLE IV. Board and Officers
Section A. Board
The AOGDP Board will be made up of five (5) representatives of Membership, duly elected by the Membership at large. Each Board member will serve on the Board for two (2) years. A Board member can be renominated for another term, but after two (2) consecutive terms on the Board, they must step down for one (1) year. A partial term of more than twelve (12) months will be considered a full term.
Admission to the Board requires that the member represent a public entity (i.e. political subdivision, public university) within or serving some portion of the counties in Ohio defined as Appalachian by the Appalachian Regional Commission. This includes the counties of Adams, Ashtabula, Athens, Belmont, Brown, Carroll, Clermont, Columbiana, Coshocton, Gallia, Guernsey, Harrison, Highland, Hocking, Holmes, Jackson, Jefferson, Lawrence, Mahoning, Meigs, Monroe, Morgan, Muskingum, Noble, Perry, Pike, Ross, Scioto, Trumbull, Tuscarawas, Vinton, and Washington, the municipalities within, and the regional organizations that serve them. An agency can only have one (1) representative on the Board.
The Board is responsible for leading the Organization, making fiscal decisions, and planning AOGDP activities. They will elect the officers described in Article IV, Section B. Board members are subject to attendance requirements for Board meetings, found in Article VI, Section B.
Section B. Officers
The officers of the AOGDP shall include a President, Vice-President, Secretary, and Immediate Past-President. These officers will be made up of, and nominated by, Board members, except for the Immediate Past-President, who shall be the person who held the Presidency the prior term.
Elected officers will serve a term of one (1) year from July 1 of to June 30 of the following year, and may not hold more than one (1) elective office during a term.
1. The President shall be the chief elected officer and official spokesperson for the AOGDP. He/she will preside at all meetings. The President shall appoint committee members, and shall be an ex-officio member of all committees. The President serves as the official tie-breaker on all Board and Organization votes and may make and sign contracts and agreements, in the name of the AOGDP, with approval of the Board and in accordance with guidelines set forth by the Organization. The President shall perform all other duties as associated with the office and will automatically succeed to the office of Immediate Past-President.
2. The Vice-President shall assume the duties of the President in case of the President’s absence and performs other duties as may be recommended by the AOGDP membership. The Vice-President shall also serve as the Chair of the Finance Committee. The Vice-President will immediately succeed to the office of President.
3. The Secretary shall be responsible for preparing the accurate minutes of all the Board and Membership’s proceedings and meetings, keep all approved minutes available on the website, submit all required reports, give notice of all AOGDP meetings, and send out copies of minutes to all. In addition, the Secretary will serve as the Chair of the Communications Committee.
4. The Immediate Past-President shall be an ex-officio Board member who has just completed a term as President. He/she shall advise the President and the other Officers and perform any duties which may be assigned by the Board.
If an Officer or Board member is unable to fulfill his or her term, the President has the power to appoint an eligible member to fill that position until the next regular meeting, such that members can vote on an official replacement.
All Officers elected to serve the AOGDP will do so without monetary compensation.
ARTICLE V. Committees
The Board may appoint members to standing and ad hoc committees as needed. Standing committees consist of a Finance Committee, Communications Committee, and a Sponsorship/Funding Committee.
1. The Finance Committee shall be responsible for keeping a full and accurate record of the organization’s receipts and disbursements. The Committee shall be responsible for the verification and filing of an Annual AOGDP Report and shall be responsible for all other reports and filings as required by other agencies. The Vice-President shall serve as the Treasurer and Chair of this Committee. The Committee will be made up of two other members, who have been appointed by the Board, and who will be signers on the AOGDP bank account and responsible for writing checks, upon approval of the Board.
2. The Communications Committee shall be responsible for communication and marketing efforts via the Organization’s website, social media accounts, newsletters (when appropriate), brochures and other marketing projects. The ultimate goal of the Communications Committee is to promote events and share news, information and resources with our members. In addition, the Communications Committee is responsible for sending and receiving membership applications and information to potential new members. The Secretary shall serve as the Chair. As necessary, the Chair may grow their Committee to assist them in their tasks.
3. The Sponsorship/Fundraising Committee is responsible for reaching out to potential sponsors to secure donations in the form of cash, office space, skills, training, other services, and/or gifts. Their goal is to identify potential sponsors and build/maintain a rapport with those entities. Additionally, this position is tasked with conveying to sponsors the benefits of supporting the organization, and that sponsors receive proper recognition for their support. The Sponsorship/Fundraising Committing shall have a Chair, appointed by the Board. The Chair will be an ex-officio member of the Board and serves at the pleasure of the Board. The Chair does not have a term or term limits. As necessary, the Chair may grow their Committee to assist them in their tasks.
ARTICLE VI. Meetings
SECTION A. Meeting Schedule
Regular meetings shall be, at minimum, held semi-annually. Board meetings shall, at minimum, be held bimonthly. Special meetings may be held when called for by the President or a majority of the Board. Regular or special meetings must be announced at least two (2) weeks prior to the meeting. Agendas shall be provided at least five (5) business days in advance. Emergency Board meetings may be called with five (5) business days’ notice. Robert’s Rules of Order shall be adhered to during all formal AOGDP proceedings.
SECTION B. Attendance
Attendance at a regular meeting is not required. Repeated absences are not a cause to be removed from AOGDP membership. Board members that miss three (3) consecutive meetings without prior written or verbal notification to an Officer will be recommended for replacement to the Membership.
ARTICLE VII. Voting
Quorum for meetings is defined by the presence of at least three (3) Board members. Formal action shall only be taken at duly-called meetings, except to adjourn the meeting and postpone any action to a subsequent date. Passage of a motion requires a simple majority of members present. Attendance through teleconference qualifies the member as “in attendance” for the purposes of voting.
ARTICLE VIII. Conflict of Interest
Completion and submission of the AOGDP Conflict of Interest Form is required with membership application. If the Organization, a Board, or a Committee is deliberating upon a contract or other transaction wherein one or more members are financially interested, then the fact of such relationship or interest should be disclosed to those entitled to vote. A person shall be deemed to be financially interested in a contract or other transaction if the Organization is contracting or transacting business, either directly or indirectly, with a member, their spouse, or a corporation, firm, association or entity in which one or more of the members or their spouse is a director, officer, employee, shareholder, partner, member or owner. A member with an aforementioned relationship or interest in a transaction of the Organization may attend the applicable meeting, count toward quorum but should not deliberate with fellow members concerning the transaction, unless asked to by the members, and shall not vote on such transaction.
ARTICLE IX. Fiscal Policies
The fiscal year of the AOGDP shall be January 1st to December 31st.
ARTICLE X. Amendments
These bylaws may be amended by a two-third vote of the Membership present at any duly-called meeting, provided a quorum is present and a copy of the proposed amendment(s) are provided to each member at least one week prior to said meeting.
ARTICLE XII. Dissolution of AOGDP
If at any time the AOGDP Membership drops to a level deemed to be insufficient for the AOGDP to either sustain itself or provide any viable benefit to its members, the Organization may be dissolved as follows:
- A motion to dissolve must be presented to the Organization at a duly-called regular or special meeting by the Board following a unanimous vote of all Board member above.
- This motion shall be voted upon by all members of the AOGDP present at said meeting. A simple majority vote of all members present is necessary to pass a dissolution vote.
- Upon dissolution of the Organization, any assets of the Organization remaining thereafter shall be conveyed to such organization(s) then existent, dedicated to the perpetuation of the objectives similar to AOGDP, so long as whichever organization(s) is/are selected by the membership of the AOGDP at the time of dissolution shall be exempt under Section 501(c)(3) of the Internal Revenue Code as amended or under such successor provision of the Code as may be in effect at the time of the AOGDP’s dissolution.
Revised and Approved 8.16.18