Bylaws – UGIC

Purpose

To act and operate as an information and facilitating organization to promote effective development, access, application, and cooperative use of high quality and meaningful geographic information in the State of Utah among all interested agencies, institutions, companies, and individuals.
To promote cooperation among all levels of government and the private sector in addressing geographic-data and information needs and services in Utah.
To promote coordination of programs, policies, technologies, and resources to optimize opportunities and minimize duplication of effort.
To identify and provide recommendations to federal, state, and local agencies, and the private sector on mapping and geographic-data needs, priorities, and standards.
To engage in any and all activities and pursuits, and to support or assist such other organizations as may reasonably be related to the foregoing and following purposes.
To solicit and receive contributions, purchase, own, and sell real and personal property, to make contracts, and to engage in any activity to further the goals of the Council. This may include such activities as publication of directories of geographic information groups and products, and the organization and sponsorship of an annual conference.

Membership

Membership shall be open to individuals from all organizations and their subunits, including, but not limited to state agencies, federal agencies, local governments, political subdivisions of governments, tribal governments, associations of governments, departments within colleges and universities, utility companies, professional societies, and private companies, all of whom share a common interest in geographic information in Utah. There are no fees for membership. Members will be considered “active” as long as UGIC is provided with updated contact information as necessary.

Board of Directors

The Board of Directors shall govern and manage the affairs, funds, and property of the Council. It shall make rules and regulations for its management, create additional offices or committees or remove such agents as it shall deem best. The board shall have the power to fill vacancies in, and increase or decrease membership of such committees as are constituted by it.

The Board of Directors shall be elected by a majority of votes cast by members. Nominations for the Board of Directors shall be solicited and accepted from members. The name of any member nominated may appear only once on any year’s ballot, either under a Board of Director constituency that is up for re-election that year or the Chair Elect category. Members running for a Board of Directory constituency position must run under the constituency they represent or under the At-Large category, if their constituency’s position is not up for re-election that year. The UGIC Board of Directors shall have representation as follows:

one Director from a state agency
one Director from a federal agency with operations in Utah
one Director from a Utah college or University
one Director from city-municipal government
one Director from county government
one Director from the private Industry
three Directors from the membership at-large

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The yearly solicitation of nominees for and the subsequent election to fill vacant positions on the Board of Directors shall commence and be completed within 6 weeks of the end the annual UGIC conference. If no individual is nominated or accepts the nomination of any given position during an election process, that position shall be filled by an at-large candidate for that term. The Director representing Higher Education position on the UGIC Board of Directors shall be from an accredited Utah College or University and shall be employed in the educational, research or outreach missions of their respective institutions. A single private sector organization shall not have more than one representative on the UGIC board of directors at any given time.

If more than one conference is sponsored by UGIC in a year, the UGIC Board of Directors must designate one conference as the annual UGIC conference.

The Board of Directors will meet as often as the Board determines is necessary, but at least annually. Special meetings of the Board may be called by the Chair of the Board.

The Board shall not commit or obligate the UGIC financially beyond UGIC’s budget. The UGIC will not assume any liability that is not guaranteed by an outside source. Any outside source of funds, whether or not a member of or affiliated with the UGIC, may be a guarantor of funds.

Officers

The officers of the Council shall consist of a Chair of the Board of Directors, Vice-Chair, Secretary, and Treasurer. Officers must be Directors and will be elected by majority vote of the Board of Directors.
The Chair shall preside at all meetings of the Board of Directors, and shall execute all agreements and contracts on behalf of the Council.
The Vice-Chair shall preside at meetings of the Board of Directors in the absence of the Chair and shall perform other such duties as assigned by the Chair or Board.
The Secretary shall give notice of the meeting, record all actions taken at the meeting, and shall perform other such duties as assigned by the Chair and Board.
The Treasurer shall collect and receive, and shall have charge of the funds of the Council.

Associate Directors

(Amended 2009)

Associate Directors shall represent a specific organization deemed important to the successful operation of UGIC. Associate Director positions shall be created as follows:

Sponsorship by current Board of Director or Associate Director
Approval by a majority vote of existing Board of Directors

Associate Directors shall be further defined as follows:

Position filled by appointment by the represented organization
The term for the appointed Associate Director shall be set by the represented organization. Minimum term of one (1) year
Members affiliated with organizations represented by an Associate Director can not be appointed or elected to any other Board of Director position.

Indemnification

The Council may, by resolution of the Board of Directors provide indemnification by the Council of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been a director or officer of the Council, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for gross negligence or willful misconduct.

Executive Committee

There shall be an Executive Committee consisting of the Chair, Vice-Chair, Secretary, and Treasurer. The Executive Committee may have and exercise all the powers delegated to them by the Board of Directors.

Other Committees

The Board of Directors may designate committees as it determines necessary.

Amendments

These Bylaws can be amended as deemed necessary by the Board, upon approval of a majority of the voting membership.

Approved 10/12/2021

The Director representing Higher Education position on the UGIC Board of Directors shall be from an accredited Utah College or University and shall be employed in the educational, research or outreach missions of their respective institutions.
If no individual is nominated or accepts the nomination of any given position during an election process, that position shall be filled by an at-large candidate for that term.
The private sector Not-For-Profit seat and the private sector For-Profit seat shall be combined into a single Private Industry seat.
A single private sector organization shall not have more than one representative on the UGIC board of directors at any given time.

Approved 12/2005

Ammended by UGIC chair 4/2009 – removal of paragraph from “Board of Directors” section of Bylaws pertaining to 2006 reorganization to a 9 member board. Paragraph defined one time modification to Board member term. Paragraph was to be removed from the Bylaws after the 2006 year as per Bylaw.

Approved 06/2009, by vote of membership

The UGIC Board of Directors shall be expanded to include Associate Directors. Associate Directors shall represent a specific organization deemed important to the successful operation of UGIC. Associate Director positions shall be created as follows:

Sponsorship by current Board of Director or Associate Director
Approval by a majority vote of existing Board of Directors

Associate Directors shall be further defined as follows:

Position filled by appointment by the represented organization
The term for the appointed Associate Director shall be set by the represented organization. Minimum term of one (1) year
Members affiliated with organizations represented by an Associate Director can not be appointed or elected to any other Board of Director position

Approved 06/2009, by vote of membership

The private sector UGIC Board of Director shall be modified and split into two categories, private sector for profit and private sector not for profit. These new categories are further defined as follows:

The current private sector Board of Director will now represent private sector for profit. The term for this Board of Director shall remain the same as the current term.
The private sector not for profit Board of Director position will be filled following the procedure outlined in paragraph two (2) of the Board of Directors section of the current Bylaws. The election for this position will be included in the 2009 election process.
The private sector for profit and private sector not for profit Board of Director positions will be defined as outlined in paragraph two (2) of the Board of Directors section of the current Bylaws.

Approved 04/2013, by vote of membership

Replace paragraphs 2 and 3 under the Board of Directors section of the Bylaws as follows:

one Director from a state agency;
one Director from a federal agency with operations in Utah;
one Director from a Utah college or University
one Director from city-municipal government;
one Director from county government;
one Director from the private sector/industry (for profit)
one Director from the private sector/industry (not for profit) (Amended 2009)
a Chair Elect (Amended 2013)
a Board Chair (Amended 2013)
an Immediate Past Chair (Amended 2013)

Directors shall serve on the Board for a period of three (3) years and may be re-elected. Directors shall be elected to terms of three (3) years each, the appropriate number of Directors to fill vacancies created by expiring terms of Directors. The Chair Elect, Board Chair, and Immediate Past Chair positions are held in succession for one year each for a total term of three (3) years. In the event of an election tie the Board Chair will resolve the tie using one of the following options:

Ask those who tied with the most votes received to serve concurrently on the Board
Select one individual by selection of a name from a blind draw of names comprised of those who tied with the most votes received in the presence of at least three (3) additional Board members

In the event of an election tie for the Chair Elect position, the tie will be broken by a majority vote of the currently serving Board of Directors. In the event that there are no nominees for the Board Chair Elect position the following procedure will be followed

1. the Board Chair may solicit from the general membership someone to fill the position

2. the position may be filled by an existing Board Director as voted on by the Board. This may be the current Board Chair or the Immediate Past Chair

The Board Chair position is automatically filled by the previous year’s Board Chair Elect. The Board Immediate Past Chair position is automatically filled by the previous year’s Board Chair.

In the event that a serving Board Director, with the exception of one of the Board Chair progression positions, cannot fulfill their term; a replacement, from the constituency they represented, will be appointed by the serving Board Chair with a majority vote of approval from the Board of Directors based on the following process

selection from the most recent constituency election nominees with priority based on election vote total
a member from the constituency

If the current Board Chair Elect cannot fulfill their term the Board Chair will replace this position with:

the Board Chair Elect nominee from the previous election with next highest vote total
a past Board member with majority vote of approval of the Board of Directors
a first year current Board Director
a special election

If the current Board Chair cannot fulfill their term, this position would be replaced by:

1. the Immediate Past Chair

2. a Past Chair with majority vote of approval of the Board of Directors

3. Board Vice Chair, if it is their second year on the Board, or a second year current Board Director

4. a special election

If the current Immediate Past Chair cannot fulfill their term the Board Chair will replace this position with:

a Past Board Chair with majority vote of approval of the Board of Directors
a third year term current Board Director

Approved 04/2013, by vote at the annual conference

Added back in the At-Large Board Directors so paragraphs 2 and 3 under the Board of Directors section would read as follows:

one Director from a state agency;
one Director from a federal agency with operations in Utah;
one Director from a Utah college or University
one Director from city-municipal government;
one Director from county government;
one Director from the private sector/industry (for profit)
one Director from the private sector/industry (not for profit) (Amended 2009)
three Directors from the membership at-large
a Chair Elect (Amended 2013)
a Board Chair (Amended 2013)
an Immediate Past Chair (Amended 2013)

Approved 05/2015, by unanimous vote of the UGIC Board of Directors

Redacted the 04/2013 amendment adding the elected position of Chair-Elect. Moving forward, the Board Chair shall be selected by majority vote of the UGIC Board from within the elected UGIC Board members.

The UGIC Board of Directors shall have representation as follows:

one Director from a state agency;
one Director from a federal agency with operations in Utah;
one Director from a Utah college or University
one Director from city-municipal government;
one Director from county government;
one Director from the private sector/industry (for profit)
one Director from the private sector/industry (not for profit) (Amended 2009)
three Directors from the membership at-large