SDRGC 501c4 Questions, Answers, and Issues

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SDRGC 501(c)(4) Questions, Answers, and Issues

• April 9, 2008

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Background

• The SDRGC is considering a proposal, presented at
  the January meeting, to become a non-profit
  501(c)(4) organization.

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What is a 501(c)(4) Organization?

• It is a non-profit organization that is operated
  exclusively for the promotion of social welfare
  and is primarily engaged in promoting in some way
  the common good and general welfare of the
  community.

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Background

• Reasons to Incorporate
• Providing a conduit for obtaining external
  funding for regional projects
• Pursuing partnerships for spatial projects
• Realizing economies of scale through joint
  purchase projects
• Development of sharing based standards
• Promoting the goals of the California GIS Council

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Board Actions

• The Board met to discuss in February, and quickly
  discovered that this is a complex issue
• The Board sent email questionnaire to SDRGC
  members asking three basic questions about how
  they can participate within their agencys
  guidelines
• 15 Organizations Responded
• 14 Public Agencies
• 1 Private Company

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Question 1

• If the SDRGC becomes a non-profit, will you be
  able to represent your agency as a voting member?
  
• This includes participating in regional grants
  and/or creating, acquiring, or adopting regional
  datasets and data models.

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Question 1 Responses

• Answers
• 7 responded yes
• 5 responded yes with caveats or concerns
• 3 could not provide response at this time
• Need more info waiting for Legal/Finance dept.
  opinion
• Issues/Questions
• GIS staff can vote as member of SDRGC, but not as
  a City representative
• Cannot commit to anything that only the City
  Council has authority to do
• Concern that GIS staff will make decisions they
  do not have authority to
• Will this trigger the Brown Act?

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Question 2

• Would your agency be able to deposit funds to a
  non-profit organization as payment for contracted
  services such as acquiring imagery?

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Question 2 Responses

• Answers
• 8 responded yes or yes as long as agencys
  purchasing guidelines are followed
• 3 agencies waiting for Legal/Finance dept.
  opinion, but confident the process will be
  approved
• 1 has concern with regional contract process in
  general
• 1 responded No
• 2 responded Not at this time due to budget
  constraints
• Issues/Concerns
• Must follow agency purchasing guidelines
• Concerned with regional contract, more
  comfortable if City used own contract for each
  data acquisition project
• What are the potential administrative costs and
  how will they be shared amongst participants
• Suggestion that all admin expenses be authorized
  by Board as part of annual budget appropriation

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Question 3

• Would your agency be able to pay an annual 25-30
  membership dues to cover administrative costs
  such as filing fees and insurance?

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Question 3 Responses

• 10 responded yes
• 5 need opinion from Legal/Finance or other
  authority

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Path to Incorporation

• File Articles of Incorporation with the State
• Draft Bylaws of the Corporation
• Pay money

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Bylaws

• Bylaws set out the rules and regulations of the
  corporation
• General Provisions
• Purpose
• Membership
• Meetings
• Board of Directors
• Officers of the Corporation

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General Provisions

• Name
• San Diego Regional GIS Council
• Location
• Location necessary so State can contact us
• Chairperson of the Boards address
• Must be changed when the Chairperson changes
• Website
• The designated avenue for the corporation to
  disseminate information to members outside of
  meetings

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Purpose

• Identifies goals and the intended make-up of the
  membership
• Facilitate cooperation among public agencies
• Promote development, acquisition and
  dissemination of standards-based spatial data,
  techniques and infrastructure
• GIS professionals and users from government
  agencies, educational institutions, non-profits,
  and for-profit organizations

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Purpose

• Objectives
• Improving operations, facilitating new analyses
  and joint decision making amongst public agencies
• Providing a forum for information sharing and
  collaboration between participants
• Realizing economies of scale through joint
  purchase projects
• Obtaining external funding to advance the mission
  of the corporation
• Pursuing partnerships for projects in the region
• Promoting the goals of CalGIS

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Purpose

• Assets
• From earlier, collection of dues is being
  considered
• Explicitly stated that all assets of the
  corporation are dedicated to the public benefit
• BoD, Officers and members shall not engage in any
  activity for pecuniary gain
• No money for us

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Membership

• Two classes of members
• Voting members
• Right to vote
• Election of directors
• Proposals brought forth by the board
• Dissolution of corporation
• Participate in meeting discussions
• Serve on committees
• Interested Parties
• Participate in meeting discussions
• Serve on committees

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Membership

• Voting members
• Local governments, state and federal agencies
  with local offices, and higher education
  institutions
• One vote per agency
• Designated representative
• Participates and votes on behalf of the member
• Dues paying

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Membership

• Interested Parties
• Any individual, unincorporated association, or
  corporation interested in the mission of the
  corporation
• Interested Parties do not have voting rights
• Non dues paying

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Membership

• Termination of membership
• The board may terminate membership of voting
  members and interested parties
• Resignation of member
• Failure to participate in corporation activities
  (voting members only)
• Failure to attend general or special members
  meetings
• Engaging in conduct materially and seriously
  prejudicial to the corporations purposes and
  interests
• Termination Hearing