SDRGC 501(c)(4) Questions, Answers, and Issues April 9, 2008

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

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.

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

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

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.

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?

Question 2  Would your agency be able to deposit funds to a non-profit organization as payment for contracted services such as acquiring imagery?

Question 2 Responses  Answers:  8 responded “yes” or “yes” as long as agency’s 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

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?

Question 3 Responses  10 responded “yes”  5 need opinion from Legal/Finance or other authority

Path to Incorporation  File Articles of Incorporation with the State  Draft Bylaws of the Corporation  Pay money

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

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

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

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

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

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

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

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

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 member’s meetings  Engaging in conduct materially and seriously prejudicial to the corporation’s purposes and interests  Termination Hearing