Proposed Amended and Restated GFOA Bylaws

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The Executive Board hereby resolves to recommend the adoption of and to present to the members for their approval at the 2022 annual business meeting, the following amended and restated bylaws.

AMENDED AND RESTATED BYLAWS OF THE Government Finance Officers Association of the United States and Canada

ARTICLE I 

Name and Purposes

Section 1.               Name. The name of this corporation shall be the Government Finance Officers Association of the United States and Canada (hereafter referred to as “GFOA”), an Illinois not-for-profit corporation.

Section 2.               Purposes. GFOA is organized for the purposes set forth in its Articles of Incorporation and shall operate exclusively for charitable, educational, scientific and research purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future Internal Revenue law) (the “Code”).

Section 3.               Registered Office and Agent. GFOA shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office and may have such other offices within or without the State of Illinois as the Executive Board may from time to time determine.

Section 4.               Rules.  The following rules shall conclusively bind GFOA and all persons acting for or on behalf of it:

(a)                           GFOA is organized and shall be operated exclusively for the charitable, educational, scientific and research purposes described above and no part of the net earnings of GFOA shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that GFOA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

(b)                           No substantial part of the activities of GFOA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and GFOA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf or in opposition to any candidate for public office.

(c)                           GFOA shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of Code (or the corresponding provision of any future Code); or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States internal revenue statute. 

ARTICLE II 

Membership

Section 1.               Membership. Membership in GFOA may be granted to any individual that: (a) meets the criteria for membership in one of the categories of membership set forth below; (b) shares interest in and supports the purposes of GFOA; (c) abides by these Bylaws and such other rules, policies and regulations as GFOA may adopt; and (d) meets such additional criteria for membership as the Executive Board may from time to time establish.

Section 2.               Membership Categories. The membership of GFOA shall be composed of the following categories, and such additional categories as the Executive Board may from time to time establish:

(a)                           Active Members: Active Membership may be granted to those individuals having responsibility in any aspect or function of public finance and who are either employed by, or an elected official of, any unit of a local, state, provincial, national or federal government of the United States or Canada. The Executive Board may, in its discretion, distinguish among various types of Active Members for establishing appropriate membership service fees and other purposes.

(b)                           Associate Members: Associate Membership may be granted to individuals interested in public finance and furthering the purposes of GFOA who are not eligible for Active Membership. The Executive Board may distinguish among various types of Associate Members for establishing appropriate membership service fees and other purposes.

(c)                           Honorary Members: Honorary Membership may be granted to individuals who, in the opinion of the Executive Board and subject to the approval of the Voting Members (as defined herein), have made an outstanding contribution to the advancement of governmental finance or accounting so that their efforts deserve public recognition. Not more than three Honorary Memberships shall be conferred in any one year and the total number of Honorary Members shall not exceed one (1) Honorary Member per one thousand (1,000) total GFOA members at any time. The Executive Board may, from time to time, present a slate of individuals it recommends be granted Honorary Membership for approval by the Voting Members at the Annual Meeting. Honorary Members are exempt from the obligation to pay annual dues.

Section 3.               Application. The Executive Board, or its designee(s), shall adopt an application form and procedures to facilitate the consideration of applicants for Active and Associate Membership. All applicants shall complete the applicable application form and submit the application, along with payment for all dues required, to the administrative office of GFOA. The Executive Board, or its designee(s), shall review all applications and determine, based on the criteria set forth in Article II of these Bylaws and such other requirements and guidelines as the Executive Board may prescribe, whether applicants meet the qualifications necessary for Active or Associate Membership in GFOA. All such qualified applicants shall become Active or Associate Members, as applicable, upon notice from GFOA and payment of membership dues.

 

Section 4.               Rights and Duties.

(a)                           Only Active Members may serve on the Executive Board, hold an office in GFOA, and vote on committees and task forces created by GFOA’s Executive Board.

(b)                           Only Active Members in good standing (“Voting Members”) have the right to vote on any matter presented to the members; provided, however, such right to vote is specifically limited to the election of the Executive Board, approval of Honorary Members, the amendment of these Bylaws, and such other matters as the Executive Board may, in its discretion, present to the Voting Members. Each Voting Member shall have one (1) vote in such matters.

(c)                           Notwithstanding anything set forth to the contrary herein, no member of GFOA (including the Voting Members), in their capacity as a GFOA member, shall have the right to vote on an amendment to GFOA’s Articles of Incorporation or the merger or dissolution of GFOA.

(d)                           All members shall be entitled to attend member events, meetings, conferences, networking, and social functions of GFOA, as determined by the Executive Board or its designee(s).

(e)                           For the purposes of these Bylaws, “good standing” means that a member (i) is current with respect to all financial obligations to GFOA (i.e., in the payment of dues, assessments or other amounts), (ii) is not subject to disciplinary measures impacting their membership status or rights, and (iii) appears in GFOA’s records as a member of GFOA in the appropriate or required membership category (as applicable).

(f)                            Additional benefits associated with the various membership categories shall be determined by the Executive Board from time to time.

Section 5.               Resignation and Reinstatement.

(a)                           Members may resign from GFOA at any time by giving written notice to either the President of the Executive Board or the Chief Staff Officer. Such resignation shall in no way release the resigning member from any financial responsibility to GFOA for any membership service fees, assessments, or other financial commitments accrued during the term of membership or notice period and due or owing to GFOA. Such resignation shall not automatically entitle resigning members to the return of any membership service fees, assessments, or other fees paid to GFOA prior to the effective date of such withdrawal.

(b)                           The Executive Board may from time to time adopt additional rules governing resignation and may adopt rules governing potential reinstatement of members who have resigned or been terminated for non-payment of fees or assessments.

Section 6.               Ethics and Discipline.

(a)                           Grounds for Discipline. A member may be disciplined for any of the following reasons:

(i)                 failure to comply with these Bylaws, the principles of ethics of GFOA, or any other written rules, policies or regulations of GFOA;

(ii)              conviction of a felony or a crime related to, or arising out of, the member’s fiduciary duties and responsibilities or involving moral turpitude;

(iii)            unauthorized use of GFOA's name, logo, or other trademarks on stationary, publications, symposia advertisements, printed material, or in any other manner; and

(iv)             immoral, dishonorable, or unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of GFOA.

(b)                           Procedures. Discipline may include, but is not limited to, censure, suspension, probation, or expulsion. Disciplinary action may be taken against a member by a majority vote of the Executive Board, provided that a statement of the charges shall have been sent by certified mail to the last recorded address of the member at least thirty (30) days before final action is to be taken.  Such statement shall be accompanied by a notice of the time and place of the meeting at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by GFOA.  Such disciplinary actions shall be conducted in accordance with procedures established by the Executive Board. Any action to expel a member shall address whether or not the individual is eligible for reinstatement and the conditions of such reinstatement, if applicable.

Section 7.               Fees & Assessments.

(a)                           The initial and annual membership fees for all GFOA members and the time for paying such fees, and other assessments, if any, shall be determined by the Executive Board. Under special circumstances, the Executive Board, or its designee(s), may waive the annual fees and/or assessments for any member or category of members.

(b)                           The membership of any member who is in default of payment of fees or assessments for more than six (6) months, or otherwise becomes ineligible for membership, shall be terminated automatically, according to such rules or procedures as the Executive Board or its designee(s) shall establish, unless such termination is delayed by the Executive Board or its designee(s).

ARTICLE III 

Membership Meetings

Section 1.               Annual Meeting. An annual business meeting of the Voting Members (“Annual Meeting”) shall be held during each fiscal year for receiving reports and for such other business as may properly come before the meeting, and shall be held at such day, time, and place as may be determined by the Executive Board.  All members are invited to attend the Annual Meeting.

Section 2.               Special Meeting. A special meeting of the Voting Members (“Special Meeting”) may be called (a) by resolution of the Executive Board; (b) by the President; or (c) upon written petition to the President stating the purposes of the proposed Special Meeting and signed by at least twenty percent (20%) of the Voting Members.

Section 3.               Notice. Notice of any Annual or Special Meetings of the Voting Members shall state the time, date, and place of the meeting and shall be delivered not less than five (5) nor more than sixty (60) days prior to the date of such meeting, unless otherwise required by applicable law. Notice of any Special Meeting also shall include the purpose or purposes for which the meeting is called.

Section 4.               Quorum. The presence in person of not less than one hundred (100) of the Voting Members shall constitute a quorum at any meeting of the members, provided that if less than a quorum is present, a majority of the Voting Members present may adjourn the meeting to another time without further notice. 

Section 5.               Manner of Acting. The act of a majority or more of the Voting Members present in person at a duly called meeting of the Voting Members at which a quorum is present shall be the act of the Voting Members, unless the act of a greater number is required by law, GFOA’s Articles of Incorporation, or these Bylaws. Proxy voting is not permitted.

Section 6.               Mail & Electronic Voting / Action Without a Meeting.  Voting by mail or electronic means shall be permitted for any item of business before the Voting Members to the full extent permitted by the Illinois General Not For Profit Corporation Act of 1986, as amended (the “Act”). A mail or electronic vote of the Voting Members may be called by the Executive Board.

ARTICLE IV 

Executive Board

Section 1.               Authority and Responsibility. The affairs of GFOA shall be managed by a board of directors (referred to herein as the “Executive Board” or “Board”), which shall supervise, control, and direct the affairs of GFOA; shall determine its policies or changes therein within the limits of these Bylaws; shall actively promote its purposes; and shall have discretion in the disbursement of funds. The Executive Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Executive Board shall constitute the “Board of Directors” for purposes of Illinois law.

Section 2.               Composition. The Executive Board shall be composed of eighteen (18) individuals as follows: the President, President-Elect, Immediate Past President, and fifteen (15) additional Directors (collectively, the “At-Large Directors”). The President, President-Elect, Immediate Past President, and At-Large Directors are collectively referred to herein as the “Directors” and each individually as a “Director.”

Section 3.               Invited Guests. The Chief Staff Officer shall be invited to attend and participate, without vote, in all regular and special meetings of the Executive Board, except those held in executive session. At the discretion of the Executive Board, other individuals may be invited to attend and participate in the meetings of the Executive Board but shall not be entitled to vote.

Section 4.               Qualifications & Eligibility. Only Active Members in good standing may serve on the Executive Board.

Section 5.               Term of Office / Term Limits.  

(a)                           At-Large Directors shall serve a three (3) year term in office, or until such time as their successors are duly elected, qualified, and take office. In order to provide for a staggered term, five (5) At-Large Directors shall be elected each year.

(b)                           At-Large Directors may not serve more than two (2) consecutive terms in office.  At-Large Directors serving more than half of a full term shall be deemed to have served a full term in office for purposes of determining term limits. At-Large Directors completing two (2) consecutive terms in office are not eligible for re-election to the Board until at least one (1) year has elapsed from the date of their final day in office.

(c)                           The President, President-Elect, and Immediate Past President shall remain on the Board for the entirety of their term in such offices.

(d)                           The President-Elect and At-Large Directors shall assume their office at the conclusion of the Annual Meeting immediately following their election.

Section 6.               Election. Elections shall be held annually. The Nominating Committee will solicit nominations from the Voting Members for President-Elect and all At-Large Director positions that are vacant or set to expire. At least thirty (30) calendar days prior to the Annual Meeting each year, the Nominating Committee shall present a slate of qualified candidates to the Executive Board to fill the President-Elect and At-Large Director positions that are vacant or set to expire for the Executive Board’s review. The Executive Board (or its designee) annually shall submit the slate of candidates to the Voting Members for voting either prior to or during the Annual Meeting and shall announce the results of such election at the Annual Meeting. Voting may be conducted by ballot, electronic or other means either prior to or during the Annual Meeting in accordance with such procedures as may be determined by the Executive Board.

Section 7.               Meetings.

(a)                           Regular Meetings. The Executive Board shall hold an annual meeting and such additional regular meetings as it may determine are necessary. The Executive Board may take action to determine the time, date, and place of the holding of the regular annual meeting of the Board and additional regular meetings of the Board without other notice than such action.

(b)                           Special Meetings. Special meetings of the Executive Board may be called by, or at the request of, the President or upon a written request to the President of any five (5) Directors. Notice of any special meeting of the Board shall state the time, date, and place of the meeting and shall be delivered to each Director at least three (3) business days prior to the date of such meeting by email, mail, fax, or other method of electronic communication at their address as shown on the records of GFOA.

(c)                           Meetings by Conference Call or other Communications Equipment. Directors may participate in and act at any meeting of the Executive Board, or any committee thereof, through the use of a conference telephone, video conference or any other means of communication by which all persons participating in the meeting are able to communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating.  Notwithstanding anything set forth to the contrary in these bylaws, any regular or special meeting to be held by means of remote communication (i.e., by conference call, video conference or other means) may be held upon a minimum of twenty-four (24) hours prior notice to each Director.

(d)                           Quorum.  A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board; provided that when less than a quorum is present at said meeting, a majority of the Executive Board present may adjourn the meeting to another time without further notice if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.

(e)                           Manner of Acting. The act of a majority of Directors present at a duly called meeting at which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

(f)                            Action Without a Meeting/Informal Action. Any action requiring a vote of the Executive Board may be taken without a meeting if a consent, setting forth the action taken, is approved by all members of the Executive Board entitled to vote with respect to the subject matter thereof. Any such consent approved by all of the Directors shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Executive Board. Unless otherwise prohibited by the Act, the Executive Board may approve any action by electronic means (including email) in accordance with the provisions of this paragraph.

(g)                           Waiver of Notice. Notice of any meeting need not be given to any member of the Board who submits a signed waiver of notice whether before or after the meeting. The attendance of any Director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by that Director. Except as otherwise set forth in these Bylaws or the Act, neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of the meeting.

Section 8.               Resignation and Removal.  Any Director may resign at any time by giving written notice to the President or President-Elect. Any member of the Executive Board may be removed in accordance with the Act by the persons entitled to elect such Director, whenever, in their judgment, the best interests of GFOA would be served by such removal.  No Director shall be removed unless written notice of a meeting to remove the Director is delivered to the voting members. Such notice must state that the purpose of the meeting is to vote upon the removal and/or replacement of one or more Directors named in the notice, and only the named Director(s) may be removed at such meeting. Directors ceasing to be qualified automatically shall be removed from office and such vacancy/vacancies shall be filled in accordance with these Bylaws.

Section 9.               Vacancies.  In the event of the death, resignation, removal, or incapacity of an At-Large Director, the President shall appoint an individual to fill the remainder of such person’s unexpired term in office, subject to the approval of the Board. However, such vacancy may, in the discretion of the President, remain vacant until the next regularly scheduled election. Directors elected to fill a vacancy shall hold office for the balance of the term they are filling or until such time as their successor is duly elected, qualified and takes office.

Section 10.           Compensation. Directors shall not receive any remuneration for their services as Directors; however, the Executive Board, by the affirmative vote of the majority of the Directors then in office, may authorize the reimbursement of reasonable expenses for attendance at approved GFOA meetings. Nothing contained herein shall be construed to preclude any Director from serving GFOA in any other capacity and receiving reasonable compensation therefor. Notwithstanding the foregoing, no GFOA employee may serve on the Executive Board.

ARTICLE V 

Officers

Section 1.               Officers. The officers of GFOA shall be a President, President-Elect, Immediate Past President, Secretary-Treasurer and such other officers as may be determined by the Executive Board (collectively, the “Officers” and each an “Officer”). The Executive Board may elect such additional officers from amongst the At-Large Directors as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Executive Board. The Officers shall have the authority to perform the duties set forth below and as prescribed by the Executive Board. No two (2) offices may be held simultaneously by the same person.

Section 2.               Term & Elections.

(a)                           Each Officer (with the exception of the Secretary-Treasurer) shall hold office for a one (1)-year term or until their successor shall have been duly elected and qualified, or until their death, resignation or removal in the manner hereinafter provided, whichever comes first. The President-Elect automatically shall succeed to the office of President upon the conclusion of the President’s term in office. The President automatically shall succeed to the office of Immediate Past President upon the conclusion of President’s term in office. The office of Secretary-Treasurer shall be held by the Chief Staff Officer. The Officers, other than as set forth in these Bylaws, may not serve more than one (1) consecutive term in any individual office.

(b)                           The President-Elect shall be elected annually by the Voting Members in accordance with Article IV, Section 6 above.

(c)                           Officers shall assume their office at the conclusion of the Annual Meeting immediately following their election.

Section 3.               President. The President shall be the principal elected officer of GFOA and shall, in general, supervise all of the affairs of GFOA, subject to the direction and control of the Executive Board, by communicating with the Chief Staff Officer as necessary regarding the business of GFOA. The President shall preside at all meetings of the Executive Board. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Executive Board has authorized to be executed, except documents the execution of which shall be expressly delegated by law, the Articles of Incorporation, these Bylaws, or the Executive Board to some other officer or agent of GFOA.  The President shall, in general, perform all duties customarily incident to the office of President and such other duties as may be prescribed by the Executive Board.

Section 4.               President-Elect. The President-Elect shall assist the President in the discharge of the duties of the President as from time to time may be assigned by the President and shall perform such other duties as may be assigned from time to time by the President or the Executive Board. In the absence of the President or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 5.               Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of the meetings of the Voting Members and of the Executive Board (except those held in executive session) in one or more books provided for that purpose; see that all notices are duly given in accordance with applicable law, the Articles of Incorporation and these Bylaws; be custodian of GFOA’s records; keep a record of the mailing address of each member of GFOA which shall be furnished to the Secretary-Treasurer by such member. In addition, the Secretary-Treasurer shall be the principal accounting and financial officer of GFOA and shall have charge of and be responsible for the maintenance of adequate books of account for GFOA; shall have charge and custody of all funds and securities of GFOA, and be responsible therefore, and for the receipt and disbursement thereof; shall deposit all funds and securities of GFOA in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws. The Secretary-Treasurer shall in general perform all of the duties customarily incident to the offices of treasurer and secretary and such other duties as from time to time may be assigned by the President or by the Executive Board. The Chief Staff Officer may assign one or more of the ministerial duties of the Secretary-Treasurer to their designee(s).

Section 6.               Immediate Past President.  The Immediate Past President shall have such duties as may be assigned from time to time by the President or the Executive Board.

Section 7.               Resignation and Removal of Officers.  Any Officer may resign at any time by giving written notice to the President. Any Officer may be removed from office, but not from the Board, by the Executive Board at a meeting at which a quorum is present whenever in its judgment the best interest of GFOA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed. Election of an Officer shall not of itself create any contract rights. Officers ceasing to be qualified automatically shall be removed from office and such vacancy shall be filled in accordance with these Bylaws.

Section 8.               Officer Vacancies. In the event of a vacancy in the office of the President due to death, resignation, removal, disqualification or any other cause, the President-Elect automatically shall assume the office of President and shall serve as President for the remainder of the vacated President’s unexpired term and for the additional full term for which he or she otherwise would have served. Vacancies in the office of President-Elect shall remain empty until the next regularly scheduled election. A vacancy in the office of Secretary-Treasurer shall remain vacant until such time as GFOA has retained a new or interim Chief Staff Officer (in which case such individual shall assume the office of Secretary-Treasurer). Individuals filling a vacancy shall hold office for the unexpired term of their predecessor in office. In the event of simultaneous vacancies in the office of President and President-Elect, the Immediate Past President shall assume the office of President and shall serve in such capacity until the next regularly scheduled election.

ARTICLE VI 

Chief Staff Officer

The administrative and day-to-day operation of GFOA shall be the responsibility of a salaried Chief Staff Officer appointed by and responsible to the Executive Board and shall report to the Executive Board through the President. The Chief Staff Officer shall have such title as the Executive Board shall determine. The Chief Staff Officer shall have the authority to (i) execute contracts on behalf of GFOA as approved by the Executive Board and (ii) make (or have their designees make) payments on indebtedness issued in the name of GFOA to the extent such payments are in accord with the annual budget approved by the Executive Board. The Chief Staff Officer may carry out such other duties as may be specified by the Board and shall employ and may terminate the employment of staff, consultants, contractors, and vendors as necessary to carry out the work of GFOA. The Chief Staff Officer shall be invited to attend and participate in all meetings of the Executive Board and Executive Committee, except those held in executive session, and all of GFOA’s committees, except as otherwise provided in these Bylaws.

ARTICLE VII 

Committees and Task Forces

Section 1.               Committees. The Executive Board may, from time-to-time, create standing or special committees (in addition to those set forth below) to advise and assist the Directors in carrying out their duties. The Executive Board may appoint a board liaison to serve on any committee. The Executive Board may, in its discretion and except as otherwise set forth below, appoint any individual, including non-members, to serve on a committee without a vote.

Section 2.               Standing Committees.

(a)                           Executive Committee. The voting members of the Executive Committee of GFOA shall consist of the President, President-Elect, and Immediate Past President. The Chief Staff Officer shall be invited to attend and participate (without vote) in all meetings of the Executive Committee, except those held in executive session. The President shall serve as the chair of the Executive Committee.

(i)                 Authority. The Executive Committee shall have the authority to perform the business and functions of the Executive Board between meetings of the Executive Board, except as otherwise set forth in these Bylaws or the Act, and shall promptly report to the Executive Board any action taken. The delegation of authority to the Executive Committee shall not operate to relieve the Executive Board or any individual officer or member of the Executive Board of any responsibility imposed by law.

(ii)              Meetings and Voting. The Executive Committee shall meet in person or by conference call upon the request of the President or any two (2) members of the Executive Committee. A majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of business at any duly called meeting of the Executive Committee; provided when less than a quorum is present at said meeting, a majority of the members present may adjourn the meeting without further notice. The act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee.

(iii)            Action by Written Consent. Any action requiring a vote of the Executive Committee may be taken without a meeting if a consent, setting forth the action taken, is approved by all the members of the Executive Committee entitled to vote with respect to the subject matter thereof.

(b)                           Nominating Committee.

(i)                 Composition. The Nominating Committee shall consist of nine (9) Active Members including the Immediate Past President; three (3) individuals who have either served as President or Directors; and five (5) additional individuals selected by the President from amongst the Active Members. The President shall appoint the members of the Nominating Committee to serve a three (3) year term. Appointments shall be made in order to provide for staggered terms such that, to the extent possible, no more than three (3) new members shall be appointed each year. The Immediate Past President shall serve as the chair of the Nominating Committee. No member of the Nominating Committee is eligible for election while serving on the Nominating Committee.

(ii)              Duties. The Nominating Committee shall solicit nominations for the office of President-Elect and those At-Large directorships that are vacant or about to expire. The Nominating Committee shall vet candidates and submit an uncontested slate of qualified candidates to succeed the President-Elect and those At-Large Directors whose terms are set to expire to the Executive Board for its review. A final slate shall be presented to the Voting Members for voting.

(c)                           Other Standing Committees of the Board. The Executive Board may establish other standing committees to support GFOA’s purposes as it deems necessary. A majority of the members of any committee having the authority of the Executive Board must be members of the Executive Board. Except as otherwise set forth in these bylaws:

(i)                 Purpose/Composition. The action establishing a standing committee shall set forth the purpose, authority and any required qualifications for membership on the committee and the Executive Board, or its designee(s), shall determine the composition of GFOA’s standing committees.

(ii)              Term. Unless otherwise set forth in the action establishing a standing committee, committee members shall serve a one-year term in office on the committee.

(iii)            Quorum and Manner of Acting. At all meetings of any standing committees, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee members present and voting at a meeting at which a quorum is present shall be required for any action. Committee members may participate in and act at any meeting of a committee through the use of a conference telephone, video conference or any other means of communication by which all persons participating in the meeting are able to communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating.

(iv)             Committee Vacancies. Vacancies in the membership of a standing committee shall be filled by appointments made in the same manner as the original appointments to that committee.

(d)                           Policies and Procedures. The Executive Board or its designee(s) shall develop and approve policies and procedures for the operation of all standing committees.  All such policies shall be subject to the approval of the Executive Board. All standing committees shall report to the Executive Board and are subject to the ultimate authority of the Executive Board.

Section 3.               Advisory/Ad Hoc Committees and Task Forces. The Executive Board may appoint such advisory or ad hoc committees and task forces as are necessary and appropriate to support the purposes of GFOA. All such committees and task forces shall terminate when the purpose for which such committee or task force was created has been fulfilled, unless renewed or terminated prior to such fulfillment by the Executive Board. The action establishing such a committee or task force shall set forth the purpose and composition of the committee or task force, and any required qualifications for membership on the committee or task force.

(a)                           Appointments. The President shall appoint the chair and members of all advisory or ad hoc committees and task forces created by the Executive Board, except where otherwise set forth in these Bylaws.

(b)                           Quorum and Manner of Acting. At all meetings of any advisory or ad hoc committee or task force, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee or task force members present and voting at a meeting at which a quorum is present shall be required for any action.

(c)                           Committee/Task Force Vacancies. The resolution or charter establishing the committee will govern the filling of vacancies; provided, however, if the filling of vacancies is not addressed in the charter, vacancies in the membership of an advisory or ad hoc committee or task force shall be filled by appointments made in the same manner as the original appointments to that committee or task force.

(d)                           Policies and Procedures.  The Executive Board or its designee(s) shall develop and approve general policies and procedures for the operating of all advisory or ad hoc committees and task forces. All such policies shall be subject to the approval of the Executive Board. Unless otherwise provided, all advisory or ad hoc committees and task forces shall report to the Executive Board and are subject to the ultimate authority of the Executive Board.

ARTICLE VIII 

Interassociation Relationships

Section 1.               State/Provincial Associations. GFOA encourages the advancement of state, provincial and other local associations of finance or government officials and may offer its services to such associations to assist in their programs and training, and to exchange information. GFOA may seek advice from those associations on its programs and service, and recommendations on the appointment of individuals to participate in GFOA activities.

Section 2.               The Executive Board may, in its discretion, enter into cooperative arrangements and working relationships with other organizations which the Executive Board has designated as cooperative organizations.

ARTICLE IX 

Diversity, Equity & Inclusion

GFOA will promote diversity, equity, and inclusion (“DEI”) in the government finance profession, and within GFOA, and the Executive Board, or its designee(s), may from time to time adopt policies to further those goals.

ARTICLE X 

Finance

Section 1.               Contracts. The Executive Board may authorize any Officer or Officers, or agent or agents of GFOA, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of GFOA, and such authority may be general or confined to specific instances.

Section 2.                  Payment of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of GFOA shall be signed by such Officer or Officers, or agent or agents of GFOA and in such manner as shall be determined by action of the Executive Board. In the absence of such specific determination by the Executive Board, such instruments shall be signed by the Chief Staff Officer (or their designee(s)) if such expenditures are authorized by a Board approved budget.

Section 3.               Deposits. All funds of GFOA shall be deposited to the credit of GFOA in such banks, trust companies, or other depositories as the Executive Board may approve.

Section 4.               Bonding. The Executive Board may provide for the bonding of such officers and employees of GFOA as it may determine is necessary and/or appropriate.

Section 5.               Gifts. The Executive Board may accept or reject on behalf of GFOA any contribution, gift, bequest, or devise for the general purposes or for any special purpose of GFOA.

Section 6.               Books and Records. GFOA shall keep books and records of account and shall also keep minutes of the proceedings of its Annual Meeting and any Special Meeting of the Voting Members, the Executive Board, the Executive Committee, and any committees having the authority of the Executive Board. 

Section 7.               Annual Audit. The Executive Board shall provide for an annual outside audit of the financial records of GFOA by a certified public accountant. A report of the financial condition of GFOA shall be made to the Voting Members annually.

Section 8.               Fiscal Year.  The fiscal year of GFOA shall be determined by the Executive Board.

ARTICLE XI

Electronic Meetings & Communication

Section 1.               Electronic Meetings. Any action to be taken at a meeting of the Voting Members, Executive Board, Executive Committee, or other committees or task forces may be taken through the use of a conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least seventy-two (72) hours prior to the meeting.

Section 2.               Electronic Communication. Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by e-mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by e-mail or other electronic means.

ARTICLE XII

Waiver of Notice

Whenever notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

Amendments

Section 1.               Amendments. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted in accordance with the provision set forth below in this Article XIII.

Section 2.               Proposals. Amendments to the bylaws may be proposed by the Executive Board or under the signature of twenty percent (20%) of the Voting Members (“Member Proposals”). Member Proposals must be submitted to GFOA headquarters at least one hundred and twenty (120) days prior to the Annual Meeting and are subject to the prior review and approval the Executive Board to assure that proposed amendments (i) are consistent with GFOA’s purposes, mission, values and objectives: (ii) have no adverse financial impact on GFOA; (iii) do not create inconsistencies or conflicts with other provisions of the Bylaws; and (iv) do not conflict with the requirements of GFOA’s Articles of Incorporation, the Act or federal or state law.  Amendments proposed or approved by the Executive Board (collectively, “Approved Proposals”) will be presented to the Voting Members for approval in accordance with the provisions set forth below.

Section 3.               Notice. Notice of all Approved Proposals will be submitted to the Voting Members at least thirty (30) days prior to voting. Publication of the Approved Proposals in a GFOA publication or on the GFOA website shall constitute adequate notice.

Section 4.               Vote. In order to be adopted, Approved Proposals must be approved by the affirmative vote of a majority of the Voting Members either (i) voting at a meeting at which a quorum is present, or (ii) voting electronically provided the total number of Voting Members voting electronically is equal to or greater than the number of Voting Members constituting a quorum.  Voting on Approved Proposals may be conducted electronically or at any Annual or Special Meeting of the Voting Members, as determined by the Executive Board.

ARTICLE XIV 

Dissolution

In the event of the dissolution of GFOA, the Executive Board, after paying or making provision for the payment of all of the liabilities of GFOA, shall distribute the remaining assets of GFOA exclusively for the purposes of GFOA in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Code (or the corresponding provision of any future Code),  and in accordance with Illinois law, as the Executive Board shall determine. Any assets not so disposed of shall be disposed of by the court of the general jurisdiction of the county in which the principal office of GFOA is then located, exclusively for such purposes in such manner, or to such organization(s), which are organized and operated exclusively for such purposes, as said court shall determine.

 

ARTICLE XV 

Indemnification

GFOA shall indemnify all Officers, Directors, and committee members of GFOA to the full extent permitted by, and in accordance with, the Act and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Executive Board.