REGIS Agency Bylaws: 2005 Amendment

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AMENDMENT TO THE
BYLAWS
OF THE REGIS AGENCY
OF GRAND VALLEY METROPOLITAN COUNCIL

SECTION I
AUTHORITY AND ORGANIZATION

1.1 Establishment of REGIS. The resolution (the "REGIS Resolution") adopted by Grand Valley Metropolitan Council ("Metro Council") on September 4, 1997 , established the Regional Geographic Information System ("REGIS") as an agency (the " REGIS Agency ") of Metro Council. The REGIS Agency shall have the authority, organization, responsibilities, financing and management stated in that Resolution and, as it may be amended from time to time, in accordance with Article XVI of the Metro Council Articles of Incorporation and Section VII of the Metro Council Bylaws.

1.2 Participants. REGIS Members are identified and receive services in two manners: Affiliated Services and Supported Services.

Affiliated services include all mutually agreed upon services, functions, and solutions. Any service that is not desired by all REGIS Members is designated as a Supported Service.

1.3 REGIS Board.

(a) The REGIS Agency shall be governed by a board (the "Board") consisting of one representative from each of the REGIS Members. Such representatives shall be appointed by Metro Council from among the persons nominated by the REGIS Members. The term of office of a Board member shall continue until the member's successor is appointed.

(b) A member of the Board may designate a person to serve as an alternate Board member at Board meetings, in the absence of the appointed member. An alternate member shall have all of the voting and other authority of the Board member at any meeting. Such designation shall be made in writing and filed with the Secretary of the Board. A member may change his or her designation of an alternate member by filing a supplemental designation with the Secretary of the Board.

(c) The REGIS Board shall make every effort to not adopt policy which infringes or restricts the operation of any of its members.

SECTION II
MEETINGS AND VOTING

2.1 Meetings Notice. The board shall meet regularly, at such times and places as it may determine. The Chairperson or at least one-third of the members of the Board may call a special meeting of the Board. A notice of each meeting shall sent to each Board member, stating the date, time, place and purpose of the meeting.

2.2 Quorum. A quorum for a meeting of the Board shall be a majority of the Board members.

2.3 Agenda. The Chairperson shall establish the agenda for all meetings, except for agendas pertaining to a special meeting called by at least one-third of the Board members shall be established by the members calling the meeting. The Chairperson may determine a reasonable time by which the agenda items must be submitted for inclusion in a regular meeting agenda. An item not included on an agenda may be brought before the board by separate motion by a majority of the Board members present.

2.4 Minutes. Minutes of each meeting shall be prepared and distributed to Board members and REGIS members. Proposed minutes shall be available to the public within eight days after the meeting; approved minutes shall be available to the public within five days after the meeting at which the minutes are approved.

2.5 Rules. All procedural matters not provided for in these Bylaws or in the REGIS Resolution shall be governed by the current edition of Robert's Rules of Order.

2.6 Decisions. All matters before the Board shall be decided by a motion or resolution approved by a majority of the total votes cast by Board members present. Motions and resolutions shall become effective upon their adoption, unless stated otherwise.

2.7 Voting. On any matter or proposition voted upon, each Board member shall have that number of votes commensurate to the percentage of REGIS fees paid within that fiscal period, as applied to the service provided.

Those matters or positions pertaining to all REGIS Members will be voted on by all REGIS Members and those matters or propositions pertaining to Supported Services and their functions will be voted upon by only those Members receiving said services.

2.8 Public and Customer Comment. Public and Customer comment on agenda matters or on other matters germane to the Board's duties and authority shall be received. The Chairperson may reasonably limit the amount of time accorded a person making comment.

SECTION III
FUNCTIONS AND PURPOSES

3.1 The functions, purposes, and support services of the REGIS Agency shall be those stated in the REGIS Resolution, as amended or supplemented.

SECTION IV
OFFICERS

4.1 Officers. The REGIS Agency shall have a Chairperson, Vice Chairperson, and Secretary; provided, however, that a staff person of Metro Council may serve as the recording secretary.

4.2 Chairperson. The Chairperson shall preside at all meetings of the Board, shall decide all points of order and matters of procedure, and shall sign all agreements and other written undertakings of the REGIS Agency. The Chairperson shall not serve more than two consecutive terms.

4.3 Vice Chairperson. The Vice Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson.

4.4 Secretary. The Secretary shall prepare and maintain minutes of each meeting of the Board and shall have such other record-keeping duties as the Board may require.

4.5 Election of Officers. The Board shall elect officers annually. Officers shall serve until their successors have assumed office. Officers shall be elected at the regular Board meeting in October or as soon thereafter as the Board convenes. Officers shall be elected by a majority of the total votes cast by Board members present and voting.

SECTION V
COMMITTEES

5.1 Executive Board. The Board may establish an Executive Board which shall have such duties and responsibilities as the Board shall determine. The Executive Board shall consist of Board members appointed by the Chairperson. The Executive Board shall be limited to three members: one representing Affiliated Services, one representing Supported Services, and the committee Chairperson. In addition to duties and responsibilities assigned by the Board, it shall be the role of the Chairperson to oversee and give counsel to the REGIS Director in support of daily actions. Additionally, the Executive Board members will give council to the Technical Advisory Group and Support Advisory Group.

5.2 Technical Advisory Group.

(a) The Board may establish a Technical Advisory Group (TAG) appointed by the Chairperson, consisting of a representative nominated by each REGIS Member. The group may also include such outside experts without vote, as the Chairperson may appoint. The group shall provide advice to the Board on technical aspects and issues of the geographic information system established and operated by the REGIS Agency .

(b) Regular meetings of the TAG shall be held at a place and time determined by the Board and at such other places and times as the group may determine. Notices of each TAG meeting shall be sent to each REGIS Member before each meeting.

(c) A special meeting of the TAG may be called by the chairperson of the team or upon request of at least one-third of the group members. Notice of the date, time, place, and purpose of a special meeting shall be sent to each group member as soon as practical.

(d) A quorum for a meeting shall consist of a majority of voting TAG members. Group meetings shall be conducted according to the current edition of Robert's Rules of Order. All matters to be voted on by the group shall be decided by a majority vote of the voting members present. Each voting group member present shall be entitled to one vote.

5.3 Supported Advisory Group.

(a) The Board may establish a Supported Advisory Group (SAG) appointed by the Chairperson, consisting of a representative nominated by each REGIS Member utilizing any Supported Service. The group may also include such outside experts without vote, as the Chairperson may appoint. The group shall provide advice to the Board on operations and Supported Services shared by Members.

(b) Regular meetings of the SAG shall be held at a place and time determined by the Board and at such other places and times as the group may determine. Notices of each SAG meeting shall be sent to each REGIS Member utilizing any Supported Service before each meeting.

(c) A special meeting of the SAG may be called by the chairperson of the team or upon request of at least one-third of the group members. Notice of the date, time, place, and purpose of a special meeting shall be sent to each group member as soon as possible.

(d) A quorum for a meeting shall consist of a majority of voting SAG members. Group meetings shall be conducted according to the current edition of Robert's Rules of Order. All matters to be voted on by the group shall be decided by a majority vote of the voting members present. Each voting group member shall be entitled to one vote.

5.4 Other Committees. The Board may establish standing committees, special committees and advisory committees. Such committees shall have such duties and responsibilities as the Board shall determine. Members of such committees shall be appointed by the Board Chairperson. Regular and special meetings of such committees shall be held at a date, time and place determined by the committee. Notice of the date, time, place and purpose of a regular meeting, and, if practical, of a special meeting, shall be mailed to each committee member. A quorum shall consist of a majority of the members of a committee. Each committee member present shall have one vote. Committee meetings shall be conducted according to the current edition of Robert's Rules of Order.

5.5 Removal. Committee members may be removed from a committee by a vote of the Board. Matters may be referred to a committee or may be removed from a committee by the vote of the Board.

SECTION VI
ADMINISTRATION

6.1 Administrative Services. Metro Council has agreed to provide administrative services for the REGIS Agency. The scope and nature of such services shall be as mutually agreed upon by Metro Council and the Board.

6.2 Employees. Any employees engaged in services for REGIS Agency shall be employees of Metro Council and not of REGIS.

6.3 Accounting. Metro Council has agreed to maintain separate financial controls and accounts for REGIS funds and transactions and shall provide financial reports on a regular basis to the Board.

SECTION VII
BUDGET

7.1 Annual Budget. The Board shall prepare an annual capital and operating budget, including the amount, source and type of anticipated revenues and expenditures. The annual budget will reflect and differentiate administrative costs supported by all its members and supporting costs shared by specified Members.

7.2 Fiscal Year. The fiscal year of the REGIS Agency shall commence October 1 and shall end September 30.

7.3 Approval of Budget. The annual budget shall be subject to the approval of Metro Council in accordance with Section VII of the Metro Council Bylaws. The Board shall have no authority to make expenditures in excess of those included in the annual budget. In the event that there are expenditures in excess of those included in the annual budget, such additional expenditures shall be subject to approval by Metro Council as an amendment to the annual budget of the REGIS Agency .

7.4 Audit. There shall be an annual audit of the financial affairs and accounts of the REGIS Agency , to be performed by an independent certified public accountant, as part of the annual financial audit of Metro Council. A true copy of the REGIS Agency audit shall be submitted to the Board.

7.5 Rights in Event of Withdrawal. A REGIS member shall have the right to terminate its rights and obligations by giving written notice six months prior to the start of the REGIS fiscal year (currently October 1).

7.6 Termination. In the event REGIS is terminated, all remaining REGIS property (software solutions purchased and maintained) shall be divided among the remaining participants. This shall occur on a pro rata basis according to the percentage of total funds expended on REGIS.

The Board shall determine the specific REGIS property, if any, to which the participant would be equitably entitled upon the official date of withdrawal and shall distribute the same to the participant.

7.7 Initiation Fee. There shall be an initiation fee, as determined by the Board, for any new members following approval of these bylaws.

7.8 Participant Declaration. All members shall declare how they will continue participation within REGIS and what Support Services are anticipated for the formulation of the annual budget.

SECTION VIII
OPERATIONS OF THE REGIS SYSTEM

8.1 Operational and technical aspects of the REGIS shall be as determined in a protocol, memorandum, or other written instrument approved by the Board members.

SECTION IX
AMENDMENT

9.1 These Bylaws may be amended by a majority of the total votes cast by members of the Board who are present and voting.

These amended bylaws were adopted by the REGIS Agency Board at a meeting held on the April 27, 2005.