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HomeMy WebLinkAboutRESOLUTION - 52-18 - 12/11/2018 - Georgraphic Information System (GIS) membership agree.RESOLUTION NO.52-18 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE AN AMENDED MEMBERSHIP AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND THE GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: MEMBERSHIP AGREEMENT FOR A GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 11th day of December 2018. APPROVED this 11` day of December 2018. APPROVED: Mayor Craim B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk MEMBERSHIP AGREEMENT FOR A GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM This Agreement is entered into this "day of ,� p� , 201g, by and between the municipalities that have executed this Agreement pursuant to its terms (all municipalities are collectively referred to as "Parties") WITNESSETH: WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 and Section 3 of the Illinois Intergovernmental Cooperation Act authorize and encourage the entering into of Intergovernmental Agreements between units of local government; WHEREAS, the Parties desire to enter into an Intergovernmental Agreement setting forth the responsibilities of the Parties with regard to the operation of a consortium to develop and share geographic information system information; WHEREAS, the Parties desire to limit the cost of developing geographic information systems for their communities by participating in group training, joint purchasing and development and innovation sharing; NOW, THEREFORE, in consideration of the mutual covenants of this Agreement and other good and valuable consideration, the Parties agree as follows: I. General Purpose The general purpose of this Agreement is to provide for an organization through which the Parties may jointly and cooperatively procure professional services for the establishment, operation and maintenance of a geographic information system for the use and benefit of the Parties. II. Construction and Definitions Section 1. The language in the text of this Agreement shall be interpreted in accordance with the following rules of construction: (a) The singular number includes the plural number and the plural the singular, (b) The word "shall" is mandatory; the word "may" is permissive; and (c) The masculine gender includes the feminine and neuter Section 2. When the following words and phrases are used, they shall, for the purposes of this Agreement, have the meanings respectively ascribed to them in this Section, except when the context otherwise indicates. (a) "GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM" or "GISC" means the organization created pursuant to this Agreement. (b) "GIS," means geographic information system. (c) "BOARD" means the Board of Directors of GISC, consisting of one (1) Director (and one (1) alternate Director) from each governmental unit, which is a member of GISC. (d) "CORPORATE AUTHORITIES" means the governing body of the member governmental unit. (e) "MEMBER" means a Governmental Unit, which enters into this Agreement and is, at any specific time not in default as set forth in this Agreement. (f) "FORMER MEMBER" means any entity, which was once a Member, but has either withdrawn from GISC or whose membership was terminated pursuant to this Agreement. (g) "UNIT OF LOCAL GOVERNMENT" or "GOVERNMENTAL UNIT" means and includes any political subdivision of the State of Illinois or any department or agency of the state government or any city, village or any taxing body. (h) "SOFTWARE" means computer programs, form designs, user manuals, data specifications and associated documentation. -2- (i) "SERVICE PROVIDER" means any professional services firm(s) that GISC designates as the firm(s) to establish, operate, maintain or support geographic information systems, for the Members. (j) "SECONDARY SERVICE PROVIDER" means a Service Provider not limited to a supplier of software, hardware, mapping or other services. (k) "INTELLECTUAL PROPERTY" means any and all software, data or maps generated by or for GISC. Such intellectual property shall be considered privileged and confidential trade secrets and shall constitute valuable formulae, design and research data or which Members have given substantial consideration. III. Membership Section 1. Any Governmental Unit may be eligible to become a member of GISC. Section 2. A Governmental Unit desiring to be a member shall execute a counterpart of this Agreement and shall pay initial membership dues of a minimum of Four Thousand Dollars ($4,000) and a maximum of Twenty Thousand Dollars ($20,000) to be pro -rated in accordance with the formula contained in Exhibit A. Payment shall be made to the Secretary -Treasurer, or equivalent, of GISC to offset the cost of the legal and administrative expenses of the formation, operation and administration of GISC. Section 3. Members shall enter into a GIS service contract, with the Service Provider substantially conforming with the agreement attached in Exhibit B or as modified by the GISC Board, within one (1) year of signing this Agreement. Members are expected to enter into any agreements with Secondary Service Providers deemed necessary for the functioning of GISC within a reasonable time as determined by the Board of Directors. Members shall be subject to the provisions of this Agreement, including but not limited to Article XIV. Section 4. Any Governmental Unit desiring to enter into this Agreement may do so by the duly authorized execution of a counterpart of this Agreement by its proper officers. Thereupon, the clerk or other corresponding officer of the Governmental Unit shall file a duly executed copy of the Agreement, together with a certified copy of the authorizing resolution or other action, with the GISC President. The resolution authorizing the execution of the Agreement shall also designate the first Director and alternate for the Member. -3- Section 5. The Charter Members shall be the Members consisting of Glencoe, Highland Park, Lincolnshire and Park Ridge. Section 6. Any Member joining GISC agrees, upon joining, that if it is to become a Former Member, it will be bound by all of the obligations of a Former Member as set forth in this Agreement. Section 7. Former members will require a favorable vote of two-thirds (2/3) majority of the Board of Directors in order to rejoin the GISC. IV. Board of Directors Section 1. The governing body of GISC shall be its Board of Directors. Each Member shall be entitled to one (1) Director, who shall have one (1) vote. Section 2. Each Member shall also be entitled to one Alternate Director who shall be entitled to attend meetings of the Board and who may vote in the absence of the Member's Director. Section 3. The Corporate Authorities of each Member shall appoint Directors and Alternate Directors. In order for GISC to develop data processing and management information systems of maximum value to Member Governmental Units, the Members shall appoint, as their Director and Alternate, a chief administrative officer, a department head and employees with significant management responsibility and experience. Directors and Alternates shall serve without compensation from GISC. Section 4. A vacancy shall immediately occur in the office of any Director upon his resignation, death, removal by the Corporate Authorities of the Member, or ceasing to be an employee of the Member. Article. V. Powers and Duties of the Board Section 1. The powers and duties of the Board shall include the powers set forth in this Section 2. It shall take such action, as it deems necessary and appropriate to accomplish the general purposes of the organization in negotiating with a Service Provider to determine -4- annual rates and usage levels for the members and other ancillary powers to administer GISC. Section 3. It may establish and collect membership dues. Section 4. It may establish and collect charges for its services to Members and to others. Section 5. It may exercise any other power necessary and incidental to the implementation of its powers and duties. VI. Officers Section 1. The officers of the Executive Board and their powers and duties are defined in the By -Laws. VII. Financial Matters Section 1. The fiscal year of GISC shall be the calendar year. Section 2. An annual budget for the next fiscal year shall be adopted by the Board at the annual meeting by December 31 st of each year. Copies shall be provided to the chief administrative officer of each Member. Section 3. The Board shall have authority to adjust cost sharing charges for all Members in an amount sufficient to provide the funds required by the budgets of GISC. Section 4. Billings for all charges shall be made by the Board and shall be due when rendered. Any Member whose charges have not been paid within 90 days after billing shall be in default and shall not be entitled to further voting privileges or to have its director hold any office on the Board and shall not use any GISC facilities or programs until such time as such Member is no longer in default. Members in default shall be subject to the provisions within this Agreement. In the event that such charges have not been paid within 90 days of such billing, such defaulting Member shall be deemed to have given, on such 901h day, notice of withdrawal from membership. In the event of a bona fide dispute between the Member and the Board as to the amount which is due and payable, the member shall nevertheless make such payment in order to preserve its status as a Member, but such payment may be made under protest and without prejudice to its right to dispute the amount of the charge and to pursue any legal remedies available to it. Withdrawal shall not relieve any such Member from its financial obligations as -5- set forth in this Agreement. Section 5. Nothing contained in this Agreement shall prevent the Board from charging nonmembers for services rendered by GISC, on such basis, as the Board shall deem appropriate. Section 6. It is anticipated that certain Members may be in a position to extend special financial assistance to GISC in the form of grants. The Board may credit any such grants against any charges, which the granting Member would otherwise have to pay. The Board may also enter into an agreement, as a condition to any such grant, that it will credit all or a portion of such grant towards charges, which have been made or in the future may be made against one or more specified Members. Section 7. The Board, in accordance with procedures established in the By -Laws may expend board funds. The Board must authorize all expenditures by simple majority. VIII. Termination of Membership Section 1. Failure to enter into an agreement with the Service Provider within one (1) year of GISC's designation of the Service Provider shall be cause for the termination of membership. A 30-day written notice will be given to a Member that fails to enter into an agreement with the Service Provider as provided in this Section. Upon the failure to enter into an agreement at the end of the thirty -day (30) notice period, its membership shall be terminated. Section 2. Failure to enter into an agreement within thirty 30 days of expiration of the previous agreement with Service Provider shall result in membership termination. Section 3. A member may be terminated for cause based on an affirmative vote of two- thirds (2/3) of the Board of Directors. Section 4. Upon termination of any Member, the Member shall be responsible for: (a) All of its pro -rated share of any obligations; (b) Its share of all charges to the effective date of termination; and (c) Any contractual obligations it has separately incurred with GISC or the Service Provider. Section 5. A Member terminated from membership at a time when such termination does not result in dissolution of GISC, shall forfeit its claim to any assets of GISC. Any terminated -6- Member shall be subject to the provisions described elsewhere in this agreement. IX. Withdrawal Section 1. Any Member may at any time give written notice of withdrawal from GISC. The nonpayment of charges as set forth in this Agreement or the refusal or declination of any member to be bound by any obligation to GISC shall constitute written notice of withdrawal. (a) Actual withdrawal shall not take effect for a period of six (6) months from the date of such notification. (b) Upon effective withdrawal the withdrawing member shall continue to be responsible for: (i) All of its pro -rated share of any obligations; (ii) Its share of all charges to the effective date of termination; (iii) Any contractual obligations it has separately incurred with GISC or the Service Provider(s). Section 2. A Member withdrawing from membership at a time when such withdrawal does not result in dissolution of GISC shall forfeit its claim to any assets of GISC. Any Member that withdraws shall be subject to the provisions of this Agreement. In addition, any Member withdrawing shall promptly remove, at its own expense, any and all software, maps or other data that was not developed exclusively for the Member's benefit, except under terms as provided for elsewhere in this Agreement. The withdrawing Member shall, within thirty (30) days of withdrawal, file a certification with the Board, verifying compliance with this Section. X. Dissolution Section 1. GISC shall be dissolved whenever: (a) A sufficient number of Members withdraw from GISC to reduce the total number of Members to less than two (2) or (b) By two-thirds (2/3) vote of all Directors. Section 2. In the event of dissolution, the Board shall determine the procedures necessary to affect the dissolution and shall provide for the taking of such measures as promptly as -7- circumstances permit subject to the provisions of this Agreement. Section 3. Upon dissolution, after payment of all obligations the remaining assets of GISC shall be distributed among the then existing Members in proportion to their contributions to GISC during the entire period of such Member's membership, as determined by the Board. The computer software that GISC developed for its membership shall be available to the Members, subject to such reasonable rules and regulations, as the Board shall determine. Section 4. If, upon dissolution, there is an organizational deficit, such deficit shall be charged to and paid by the Members and Former Member in accordance with obligations as described in Article IX on a pro-rata basis, the pro-rata basis is calculated from the Members' contributions to GISC during the two (2) years preceding the date of the vote to dissolve. Section 5. In the event of dissolution the following provisions shall govern the distribution of computer software owned by GISC: (a) All such software shall be an asset of GISC. (b) A Member may use any software developed during its membership in accordance with this agreement, upon: (i) Paying any unpaid sums due GISC, (ii) Paying the costs of taking such software, and (iii) Complying with reasonable rules and regulations of the Board relating to the taking and use of such software. Such rules and regulations may include a reasonable time within which any Member must take such software. XI. General Conditions Section 1. Notice. All notices hereunder shall be in writing, and shall be deemed given when delivered in person or by United States certified mail, with return receipt requested, and if mailed, with postage prepaid. All notices shall be addressed as follows: If to GISC: President of GISC -8- With a copy to the GISC Secretary -Treasurer, or equivalent. If to Member: Each party shall have the right to designate other addresses for service of notices, provided notice of change of address is duly given. Section 2. The Parties certify that they are not barred from entering into this Agreement as a result of violations of either Section 33E-3 or Section 33E-4 of the Illinois Criminal Code and that they each have a written sexual harassment policy in place in full compliance with 775 ILCS 5/2-105(A)(4). XII. Duration This agreement shall continue in effect indefinitely, until terminated in accordance with its terms or until GISC is dissolved. XIII. Member Software Usage Section 1. No Member or Former Member shall: (a) Permit any other parties to use, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or create derivative works based on the software; (b) Copy the software, unless part of normal backup procedures; (c) Sell, rent, lease, license, give away or grant a security interest in or otherwise transfer rights to the software; or (d) Remove any proprietary notices or labels on the software without written permission from the Board. Section 2. In the event of default, withdrawal or termination of membership of a &!0 Member, that Member may use, under license granted by the Board, any software developed during its membership upon: (a) Paying to the Board any unpaid sums due GISC and (b) Paying any reasonable costs established by the Board for licensing such software. XIV. Service Provider Section 1. For the purposes of this article, the Service Provider is defined as the Service Provider and Secondary Service Provider. Section 2. The term of any Service Provider shall be as set forth in the Service Provider Agreement. Section 3. The Board may at any time by a majority vote name a new Service Provider, whose term shall begin at such time as the Board may authorize. Section 4. A Service Provider's term shall be renewed upon such terms as the Board may approve. Section 5. The Board may terminate the services of a Service Provider at any time, subject only to the Service Provider agreement. Section 6. The Board may enter into agreements with more than one Service Provider if it deems it appropriate to do so. XV. Intellectual Property Section 1. Members agree that no assignments, licenses, sales, authorization of reuse by others, giveaways, transfer or any other grant of Intellectual Property rights will be made to any third party without written permission from the Board. Section 2. It is understood that this Agreement does not grant to any Member or any employees, partners or other business associates thereof, any rights in any Intellectual Property or any inherent protectable interests, except those specifically provided by this Agreement. XVI. Execution of Agreement -10- This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as GISC and the Members or additional Members shall preserve undestroyed, shall together constitute but one and the same instrument. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK. EXHIBIT A INITIAL MEMBERSHIP DUES FORMULA Membership Fee = Basis x Allocation Where: Basis = $20,000 Allocation = Calculated by Consortium for member based on size, density, and other considerations Fee Illustration Allocation Membership Fee -------------------------------------- 0% NA 20% $4,000 30% $6,000 40% $8,000 50% $10,000 60% $12,000 70% $14,000 80% $16,000 90% $18,000 100% $20,000 -12- EXHIBIT B GIS Consortium Service Provider Contract -13- IN WITNESS WHEREOF, the undersigned have caused this Agreement for the Creation of a Geographic Information System Consortium to be executed in the Members respective name, and have caused this Agreement for the Creation of a Geographic Information System Consortium to be attested, all by their duly authorized officers and representatives, and have caused the Agreement for the Creation of a Geographic Information System Consortium to be dated this - // day of, pj e em bP✓ 20/Y. ATTEST: Village/City Clerk Seal of By: Cro Jo Its: M a o ✓ -14- BY-LAWS OF THE GEOGRAPHIC INFORMATION SYSTEM CONSORTIUM ARTICLE I - NAME AND PURPOSE Section 1 This organization shall be known as the Geographic Information System Consortium (GISC). Section 2 The purpose of GISC is to reduce the cost and risk associated with achieving the full benefits of GIS through the sharing of ideas, innovations, experiences and costs among member communities. ARTICLE I I -AUTHORITY Section 1 GISC was originally formed in 1997, pursuant to Section 10 of Article VI of the Illinois Constitution of 1970 and Section 3 of the Illinois Intergovernmental Cooperation Act authorize and encourage the entering into of Intergovernmental Agreements between units of local government. ARTICLE III - MEMBERSHIP Section 1 The members of GISC are recorded with the Secretary -Treasurer of the GIS Consortium. Section 2 Other municipalities may become members of GISC upon adoption of the Agreement for Creation of a Geographic Information System Consortium ("Agreement") by the corporate authorities of the municipality and approval by a two-thirds (2/3) vote of the Board of Directors. Section 3 Members who fail to meet their obligations in accordance with the Agreement or with these By-laws may be suspended or expelled from membership by a two-thirds (2/3) vote of the Board of Directors. Section 4 New Governmental Units joining shall be admitted only upon the favorable vote of two-thirds (2/3) of the Board of Directors whether or not such Members are present and voting. The Board may impose conditions upon the admission of Members other than the Charter Members. ARTICLE IV - BOARD OF DIRECTORS Section 1 The Board of Directors shall consist of the Directors and Alternate Directors appointed by the Corporate Authorities of each Member. In order for GISC to develop data processing and management information systems which will be of maximum value to Member Governmental Units, the Members shall appoint, as their Directors and Alternates, a chief administrative officer, a department head or employees with significant management responsibility and experience. The Board of Directors shall be the governing body of GISC, with authority to take all appropriate actions and to perform all duties to accomplish the purposes of GISC. Page 1 of 11 Section 2 The Board of Directors shall establish an Operational Plan, of which these By-laws and subsequent policies or procedures are an integral part, to provide a system of communications among its members for law enforcement purposes, or as otherwise approved by the Board of Directors. Section 3 Votes may be cast via telephone, Internet, conference calls, email or in person and all votes must be cast in accordance with the By-laws. Section 4 Each Director and alternate Director shall be appointed to serve until a successor is appointed. Section 5 When the Corporate Authorities of a Member appoints a Director or an alternate Director notice of such appointment shall be given to GISC in writing. Such notice shall include the mailing address and email address of each person so appointed. The names and addresses shown on such notices may be used as the official names and addresses for the purposes of giving any notices required by this Agreement or by the By-laws of GISC. Notice to GISC shall be made to the President of GISC at the address of the President. Section 6 Any Director or Alternate Director shall be subject to removal by the appointing Corporate Authority of the Member, at any time, with or without cause. Section 7 The Corporate Authority of the Member whose Director position on the Board of Directors is vacant shall fill a vacancy on the Board. Section 8 A Director (or Alternate) shall not be eligible to vote on behalf of the Governmental Unit during the time that such Governmental Unit is in default on any contribution to GISC or on any contract with GISC. During the existence of any default, the vote(s) of such Governmental Unit shall not be counted as eligible vote(s) for the purposes of this Agreement. If a Governmental Unit remains in default for a period of more than 90 days on any billing from GISC, the membership of such Governmental Unit automatically shall terminate. Notwithstanding the foregoing, however, all outstanding financial obligations to GISC shall remain enforceable. ARTICLE V - EXECUTIVE BOARD Section 1 The officers of the Executive Board shall consist of a President, President - Elect, Vice President, Secretary -Treasurer, Past President, Ad Hoc Chair, Four- At - Large Officers, one each representing the following: Public Works/Engineering, Administration/Finance, Community Development and Public Safety. All officers, except for At -Large Representatives shall Members of the Board of Directors in good standing and their term of office shall be for a period of one year, or until their successor has been qualified. At -Large Officers shall hold a term for two years or until their successor has been qualified. When a vacancy occurs mid-term, the Board of Directors shall, at the next meeting of the Board, elect a successor for the remainder of the term of office. Page 2 of 11 New officers shall take office at the adjournment of the annual meeting of the Board at which they are elected. Section 2 The President serves as the chief executive officer of the GISC and shall preside at all Board of Directors and Executive Board meetings including the final meeting prior to the new Board and will appoint members of all committees (except the Executive Board members, who shall be elected). The President shall have served as President -Elect. Section 3 The President -Elect shall provide general assistance to the President, and shall perform the duties of the President in the absence of the President. The President -Elect shall preside over Board of Directors meetings in the absence of the President. The President -Elect shall be responsible for facilitating an annual strategic goal discussion. The President -Elect shall have been a Director for at least two years prior to ascending to the role of President -Elect. At the end of the President -Elect's term, the President - Elect shall automatically ascend to the office of President. Section 4 The Vice President shall provide general assistance to the President and conduct an annual review of the by-laws. Section 5 The Secretary -Treasurer shall be responsible for insuring the proper maintenance of minutes, records, standard operating procedures, and documents of the Association. The Secretary -Treasurer shall prepare an annual review and adoption by the Board and approve the financial transactions including approval of vouchers and checks. Section 6 The Past President shall provide general assistance to the President and shall chair a Nominating Committee, appointed by the President, and present a recommended slate of candidates for election each year for the positions of President - Elect, Vice President, and Secretary -Treasurer. A recommended slate shall be presented at the November meeting each year. Section 7 The Board of Directors may delegate various administrative functions to the Service Provider. These functions may include, but are not limited to: maintenance of GISC records, preparation and administration of the budget, performing accounting, investment and financial transactions on behalf of the Secretary -Treasurer, maintenance of membership records and various staff support service to the Board of Directors. Section 8 GISC may purchase public official's insurance or errors and omissions insurance for its Directors. Page 3 of 11 ARTICLE VI - ELECTION OF OFFICERS Section 1 Nominations for officers shall be made by a Nominating Committee consisting of the immediate Past President, who will serve as Chair, and four Directors appointed by the President. Section 2 The Nominating Committee shall invite nominations from among the Directors prior to the September meeting. Section 3 In performing their task, the Nominating Committee shall weigh factors such as: desire to serve, past contributions to the GISC, and geographic representation in selecting a slate of candidates Section 4 The Nominating Committee shall present a slate of candidates at the September Board Meeting. Section 5 In the event of a contested election, the election of officers shall be by ballot prior to the November meeting. In the event of an uncontested election, officers shall be elected by unanimous consent of the membership at the November meeting and no ballot is required. ARTICLE VI - MEETINGS Section 1 Regular meetings of the Board of Directors shall be held three times per year at a time and place determined by the Executive Board. Special meetings may be called by the President, a majority of the Executive Board, or by one-third (1/3) of the Directors. Section 2 The Executive Board shall meet bi-monthly at a time and place determined by the President. Section 3 A majority of the members shall constitute a quorum for meetings of the Board of Directors and Executive Board. Section 4 The current edition of Robert's Rules of Order shall govern meetings in all cases in which they are applicable and not inconsistent with these By-laws. Section 5 At the November meeting of the Board of Directors each year, the Board of Directors shall elect from its Directors a President -Elect, a Vice -President, and a Secretary -Treasurer. Biennially, four- At -Large Officers, one each represent the following: Public Works/Engineering, Administration/Finance, Community Development and Public Safety shall be elected. Section 6 At the organizational meeting, or as soon thereafter as reasonably possible, the Board of Directors shall adopt By-laws governing its procedures. Such By- laws may be amended from time to time with approval of two-thirds (2/3) of the Board. Page 4 of 11 Regular public meetings of the Board of Directors, however, shall be held at least annually. Section 7 Notice of regular meetings of the Board of Directors shall be given to the Directors and Alternates by the Secretary -Treasurer of the Board at least fifteen (15) days in advance and the agendas for such meetings shall accompany the notice. However, business at regular meetings of the Board need not be limited to matters set forth in the agenda. Section 8 Special meetings of the Board of Directors may be called by the President or upon the request of a majority of the Directors. Five (5) days notice of special meetings shall be given to the Directors and alternates. Such notice shall include the agenda for the special meetings. ARTICLE VIII - COMMITTEES Section 1 The Board of Directors have established the following committees: Nominating, Membership, Finance/Administration and Ad -Hoc. The Committees shall meet quarterly or as determined by the Committee Chair. Committees shall consist of a maximum of 20% of the membership of the Service Provider. Section 2 The purpose of each Committee and make-up is established below: • Membership -marketing, outreach, vetting new members and retention Chair- Vice President • Nominating- per the by-laws, will slate the candidates for the next year Chair- Past President • Finance/Administration-contract administration, treasurer, RFPs Chair- Secretary -Treasurer • Ad- Hoc- Based on annual priorities Page 5 of 11 ARTICLE IX - DUES AND ASSESSMENTS Section 1 The annual dues, if any, shall be prescribed by the Board of Directors and shall be payable to the Secretary -Treasurer when required by the Board. All assessments approved by the Board of Directors shall be binding upon all members and payment shall be a condition of membership. Section 2 Any member who fails to tender the annual dues or assessments shall be suspended from membership, subject to reinstatement upon payment of all delinquencies. ARTICLE X - COMPENSATION Section 1 Officers and members of the Board of Directors shall serve without compensation. Section 2 The Board of Directors may approve compensation, as needed, for all other professional services required by GISC. Section 3 GISC may accept donations, apply for and use grants or loans of money or other property from the state or any other Governmental Units or organizations and may enter into agreements and may hold, use and dispose of such money or property in accordance with the terms of the donation, grant, loan or agreement. ARTICLE XI - PROPERTY Section 1 The equipment, property and supplies purchased by GISC through assessments or otherwise acquired in its name, shall remain the property of GISC. Any equipment, property and supplies titled to GISC at the time of the adoption of these By- laws shall remain titled to GISC. Section 2 GISC shall maintain a list concerning the description and location of such equipment, property and supplies. Section 3 GISC equipment shall not be changed or modified without approval of the Board of Directors. ARTICLE XI I -AMENDMENTS Section 1 These By-laws may be amended at any meeting of the Board of Directors by a two-thirds (2/3) vote of those Directors present, provided the amendment and notice of the meeting shall have been sent to the Directors not less than fifteen (15) days prior to the meeting. ARTICLE XIII - DISSOLUTION Section 1 If at any regular meeting or at a special meeting called for the purpose of dissolution, GISC shall be dissolved whenever (a) a sufficient number of Members withdraw from GISC to reduce the total number of Members to less than two (2) or (b) by two-thirds (2/3) vote of all Directors. Page 6 of 11 ARTICLE XIV - ANNUAL FINANCIAL AUDIT Section 1 A committee of three Board Directors will be appointed by the President each year to perform an internal financial audit. The results of this audit will be presented at the first meeting of each year. The audit period will be the preceding calendar year. ARTICLE XV- VOTING Section 1 The following items require a vote at the Board of Directors: • Budget • Annual Report Approval • Audit • Officer Election • Fiscal Policies • By -Laws • Agreements Section 2 The following items may be voted on by the Executive Board: • New Members • Purchasing Authority Set By State of Illinois • RFP Award Recommendations Page 7 of 11 ARTICLE XV - EFFECTIVE DATE These By-laws shall be in full force and effect from and after their passage and approval. AYES: NAYS: PASSED this day of , APPROVED this day of , APPROVED: President Vice President ATTEST: Secretary -Treasurer ARTICLE XVI — AYES SIGNATURES Director City of Highland Park Director Village of Glencoe Director City of Park Ridge Page 8 of 11 Director Village of Lincolnshire Director City of Des Plaines Director Village of Deerfield Director Village of Morton Grove Director Village of Winnetka Director Village of Skokie Director Village of Lincolnwood Director Village of Glenview Director Village of Norridge Director Village of Wheeling Director Elk Grove Village Director Village of Riverside Director Village of Oak Brook Page 9 of 11 Director City of Lake Forest Director Village of Tinley Park Director Village of Mundelein Director Village of Woodridge Director Village of Buffalo Grove Director Village of Northbrook Director Village of Glen Ellyn Director Village of La Grange Director Village of Schiller Park Director Village of Oak Park Director City of Rolling Meadows Director Village of Carol Stream Director Village of Bensenville Page 10 of 11 Director Village of River Forest Director City of Crystal Lake Director Village of Wilmette Page 11 of 11 Gy0VEVjl� AA `t+CtN1]ONA4 COJ��J! 12/03/2018 TO: Raymond R. Rummel, Village Manager FROM: Brian Southey, Management Analyst SUBJECT: GIS Consortium Membership Agreement Update BACKGROUND: At the November 15, 2018 GIS Consortium Board Meeting, the Board unanimously approved amendments to the Membership Agreement for a Geographic Information System Consortium document. This amended agreement should be signed by all member communities and submitted to MGP. The changes to the membership agreement are minimal to create consistency between the agreement and the consortium by-laws. The Membership Agreement for a Geographic Information System Consortium document has traditionally been executed by a community upon joining the GIS Consortium. The purpose of the agreement is to establish an intergovernmental partnership for GIS services between member communities. The Consortium itself is governed by by-laws established by all of the members. While the by-laws have been periodically updated to reflect the changes and growth of the consortium, the membership agreement has never been updated. As such, a review of the membership agreement was done this year to ensure that it is consistent with the by-laws. The membership agreement includes changes approved by the GIS Consortium Board. Changes include: Amending the shortened name of the Consortium from GISCon to GISC Amending the officers to reflect the creation of an Executive Board of Directors as approved in 2017 Should you concur, please bring before the Village Board at the December 11, 2018 Village Board meeting. APPROVALS: Brian Southey Lorrie Murphy Created/Initiated New Pagel of 2 Maggie Jablonski Matthew Roan ATTACHMENTS: 1. GISC Membership By-laws 2. GISC Membership Agreement Page 2 of 2