Article II: Organization
 
Section 1 - Description

The Council is organized exclusively for nonprofit, educational, charitable and patriotic purposes. It has no political interests or alliances. The actions and activities of the Council are intended to be such as to continue to qualify the Council as an exempt organization under Section 501 (c)(3) of the U.S. Internal Review Code of 1954, as amended, or the corresponding provision of any future United States Internal Review Laws or tax laws of other countries.

Section 2 - Educational Focus


Section 2.1 - Disciplines

The focus will be to provide educational material and experiences to any government employee who:

2.1.1 - Operates, manages, or provides oversight to any enterprise-wide information technology including, but not limited to, local or wide area telecommunications and/or data center(s) which is defined as a computing facility with a Federal agency organization offering computing and ancillary services that may include processing, accessing, and storing data; customer assistance; training; performance and capacity planning; equipment operation; telecommunications; and systems analysis and design. 

2.1.2 - Operates or manages operations of information processing equipment as defined in the National Institute of Standards and Technology Information Processing Glossary. 

2.1.3 - Has an information processing application performed for them by another government activity, commercial organization, or service bureau. 

2.1.4 - Plans to develop information processing applications. 

2.1.5 - Has information technology management responsibilities. 

2.1.6 - Has applications that are suitable for conversion to use of information technology.

Section 3 - Board of Directors

A Board of Directors comprising not more than fourteen elected members shall supervise the affairs of the Council. The Board may also have one or more appointed non-voting individuals.

            Section 3.1 - Duties of the Board of Directors 

The affairs of GITEC shall be governed and managed by a Board of Directors. The Directors shall:

3.1.1 - Determine GITEC's policies and any necessary changes.

3.1.2 - Actively pursue GITEC's objectives and supervise the disbursement of its funds.

3.1.3 - Have the power to amend these bylaws and to fill vacancies as they occur.

3.1.4 - Adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

3.1.5 - Perform such other duties as may be prescribed by the Board of Directors from time to time.
 

Section 3.2 - Elections of the Board of Directors 

The Board of Directors incumbent at the time of the annual meeting shall elect new directors, or consider current Directors with expiring terms for re-election. The slate of candidates for Board membership shall be nominated by a standing Nominating Committee. Only members of the Council as defined by the disciplines in Section 2.1 may be nominated and serve as a Director. All nominees for Board membership shall be advised to consider the Hatch Act and 18 U.S.C 1913 as it applies to their activities as a GITEC Director.

Section 3.3 - Term of the Board of Directors

                        3.3.1 – Elective Term 

Except as provided in 3.3.2, the term of a Director shall cover a period that includes two annual meetings. Each Director shall begin serving at the close of the annual meeting during which he/she was elected. Each Director's term shall end with the closing of the second annual meeting. Any Board member is eligible for re-election to the Board. With the exception of invitation by the President or simple majority vote of the Board, no Director can stand for re-election beyond 2 consecutive terms if he/she has not been elected as an Officer of the Board. 

3.3.2 – Vacated Term 

Regardless of whether a Director’s elective term has been completed, his/her position shall be considered vacated when:

3.3.2.1 - The Director fails to attend two consecutive board meetings or two Board meetings in the same calendar year (attendance can be in-person or telephonic). The President upon receipt of a written statement by the Director that the President deems to show good cause may waive this provision. A Director whose term has been vacated under this provision may be reinstated by majority vote of the Board members at the Board meeting following the one that caused the position to become vacant, except as noted in 3.3.1.

3.3.2.2 - The Director separates from Federal service, either through retirement, resignation, or termination. In all cases, the Director’s term ends commensurate with the official date of separation from Federal service. 

3.3.2.3 - Any Director may be removed for cause by a two-thirds vote of the Board of Directors at a special meeting called for that purpose, with 30 days' notice given stating the specific purpose of the meeting, whenever in the judgment of the Board Members it is in the best interests of GITEC.

3.3.2.4 - Reconsideration for Board membership may occur after a one-year absence from the Board.

Section 3.4 - Unexpired Terms of the Board of Directors

If an elected Board member position is vacated before expiration of a term, the remaining Board of Directors shall elect an individual to complete the unexpired term. If a Director, during his/her term, ceases to meet the qualifications (disciplines) in Section 2.1, the Director may serve the remainder of his/her term at the pleasure of the President. 

Section 3.5 - Officers of the Board of Directors

Officers of the Board of Directors shall include a President, a Vice President, one or more Vice Presidents-Elect, a Secretary, a Treasurer, and the Immediate Past President. The President shall appoint the Secretary, who shall be a non-voting member. The President may appoint other non-voting members. 

            3.5.1 - Duties of the Officers of the Board of Directors 

(a) President
The President shall schedule and preside at all meetings of the Board of Directors and at any business meeting of the Council. The President shall appoint the Board Secretary. The President shall appoint members to standing and ad hoc Committees of the Council

(b) Vice President
The Vice President shall assist the President. In the absence of the President or in the event of the President's inability to act, the Vice President shall perform the duties of the President with the consent of the Board. When so acting it will be with all the powers of the President, while being subject at the same time to all the restrictions upon the President. The Vice President shall be the host for the Council’s annual conference; shall be responsible for the conference agenda and budget; shall have full authority to negotiate all requirements for the conference and commit funds within the approved conference budget. The Vice President shall be accountable for all conference expenditures and receipts and shall, in consultation with the Treasurer and accountant, provide a financial summary to the Board of Directors.

(c) 1st Vice-President Elect
The 1st Vice-President Elect shall serve as the Editor for the Council’s annual publication, A View to the Future. The publication shall contain articles written or sponsored by members of the Council and shall address oversight, management, and technical issues associated with information technology in the government. The publication shall be available (hard copy and/or electronically) during the annual Information Processing Interagency Conference. The 1st Vice-President Elect will continue the planning process for the management of the annual conference that he/she will host.

(d) 2nd Vice-President Elect
The 2nd Vice-President Elect shall initiate strategic planning for management of the annual conference that he/she will host. He/she will also manage the content of the Council’s web page.

(e) Secretary
The President shall appoint the Secretary. The Secretary shall prepare and distribute notices of all regular and special meetings of the Board of Directors and Council business meetings. The Secretary shall ensure proceedings of Council-related meetings are properly recorded and promptly distributed to those concerned. The Secretary shall include committee reports as attachments to minutes of Board of Directors' meetings. The Secretary shall prepare other Council correspondence as requested by the President or other Officers of the Board.

(f) Treasurer
The Treasurer shall be the custodian of all funds received by the Council, shall maintain records of all financial transactions, and provide a written report of revenues and expenses to be presented at regularly scheduled Board of Directors' meetings. The Treasurer shall ensure that a financial system is in place and that it is documented, and that adequate checks and balances are built into the financial System.

(g) Immediate Past President
The Immediate Past President is a voting member of the Board and serves as the senior advisor to the President. The Immediate Past President chairs the standing Nominating Committee and is responsible for developing a slate of candidates for Board membership to be presented for the Board’s consideration prior to the annual meeting.

3.5.2 – Assumption of Office of the Board of Directors 

At the conclusion of the annual meeting, the Vice President shall be designated President for the subsequent term, the 1st Vice President Elect shall be designated the Vice President, and the 2nd Vice President Elect shall be designated the 1st Vice President.                

3.5.3 - Election of Officers of the Board of Directors

The Board elects Officers of the Board of Directors. The President is responsible for preparing a slate of Officer candidates for Board consideration. Officers of the Board shall be elected at the Board meeting following the annual meeting. A new 2nd Vice President Elect and Treasurer shall be elected by vote of the Board of Directors. At the pleasure of the Board, additional Vice Presidents Elect may be elected, and the Board will determine their order of ascendancy. No member of the Board may serve as an officer unless he/she meets the qualifications (disciplines) in Section 2.1.

3.5.4 - Terms of Officers of the Board of Directors

Officers of the Board serve one-year terms. The Treasurer may be re-elected to serve any number of consecutive terms. The President cannot hold elective office in the year following the term as President. If the term of Board membership for the Vice President expires prior to serving as President, his/her term of Board membership shall be extended for one additional term.

3.5.5 - Unexpired Terms of Officers of the Board of Directors

If the President is incapacitated for a period of no less than three (3) months, the Vice President shall assume the Presidency, as Acting President, until the return of the President or until expiration of the President’s term of office. If the Vice President is unable to serve or resigns from the Board, the next Vice President Elect will assume the office of Vice President. In the absence of a Vice President Elect, the Board will elect a new Vice President Elect to fill the unexpired term.

If any other officer of the Board is unable to complete his/her term of office, the Board of Directors shall elect a member of the Board to serve the remainder of his/her term of office.

Section 4 – Executive Advisory Committee (EAC)
The President shall submit to the Board of Directors for approval an Executive Advisory Committee (EAC) composed of no more than twenty-five senior federal and private sector officials with at least five members coming from the active Federal Senior Executive Service (SES) community. The goal for EAC membership is to strive for a balance between federal and private sector representation.

Section 4.1 – Duties of the Executive Advisory Committee

This EAC shall provide advice and recommendations on issues referred by the Council and are sponsors/mentors for the Council’s activities. The EAC may make recommendations to the Board of Directors on carrying out the objectives of the Council. The EAC will assist in furthering the partnership between government and industry by facilitating the sharing of information technology information on technical, management, and educational issues. The EAC may serve as liaison to other organizations, e.g., ACT, IAC, AFCEA. The EAC may also provide guidance on topics that would be appropriate for the Council to explore and discuss. Examples of EAC initiatives could be pulling together "birds of the feather" meeting(s) at the annual conference or sponsoring half day round-tables on current information technology infrastructure issues throughout the year.

Section 4.2 – Term of the Executive Advisory Committee

The term of EAC Members shall cover a period that includes two annual meetings. Each EAC Member shall begin serving at the close of the annual meeting during which he/she was elected. Each EAC Member’s term shall end with the closing of the second annual meeting. Each EAC Member may, at the invitation of the President, serve two consecutive terms without going through the nominating process. Subsequent terms require nomination by a sitting Board member, review by the Nominating Committee, and a vote by the Board under routine electoral procedures. The Immediate Past President shall chair a nomination committee to identify EAC candidates for consideration at the Board meeting held in conjunction with the annual conference. The President at the Board meeting following the annual meeting will present nominations for the EAC.

4.2.2 – Vacated Term 

Regardless of whether an EAC member’s elective term has been completed, his/her position shall be considered vacated when:

4.4.2.1 - In the case of EAC members employed by the Federal government, the EAC member separates from Federal service, either through retirement, resignation, or termination. In all cases, the EAC member’s term ends commensurate with the official date of separation from Federal service.

4.4.2.2 - Any EAC member may be removed for cause by a two-thirds vote of the Board of Directors at a special meeting called for that purpose, with 30 days' notice given stating the specific purpose of the meeting, whenever in the judgment of the Board Members it is in the best interests of GITEC. 

Section 4.3 – Vacancies of the Executive Advisory Committee

If An EAC Member resigns during his/her term of service, the President may submit a nomination to the Board for completion of that term of service or may postpone the selection of a new member until the nomination process at the annual conference.

Section 5 - Standing Committees
The Board of Directors shall have the following standing Committees.

Section 5.1 - Nominating Committee

The Nominating Committee of the Board of Directors shall be chaired by the Immediate Past President and shall be responsible for developing a slate of candidates for nomination as Members of the Board of Directors. This slate of candidates shall be presented to the Board of Directors at its last meeting prior to the annual meeting for approval. The Council shall present the approved slate of candidates at the annual meeting for action.

Section 5.2 - Awards Committee 

The Awards Committee shall be chaired by the President and shall be responsible for selecting individuals or organizations for all Council awards. The President may appoint Sub-committees to be responsible for selecting individuals or organizations for specific awards, scholarships or grants. These selections shall be presented to the Board of Directors, as appropriate, at any of its Board Meetings for approval.

5.2.1 – General Awards, Scholarships and/or Grants

The Council authorizes presentation of general awards, scholarships and/or grants to individuals and organizations in recognition of their contributions and/or services in support of or which further the purposes of the Council. These may include, but are not limited solely to, awards to speakers and vendors at the annual conference; awards given by the President of the Council; and awards, scholarships, and/or grants nominated by any member of the Board of Directors and approved by the Board. In addition, the Board of Directors may make additional awards to other non-profit organizations to further the purposes of the Council.

5.2.2 – Special Standing Awards and Scholarships

The Council authorizes the presentation of several standing awards and scholarships as follows:
5.2.2.1 - Ginny McCormick Scholarship

The purpose of the Ginny McCormick Scholarship(s) is to provide financial aid for pursuing college-level information technology courses. One or more scholarships are approved annually by the Board of Directors and are presented during the annual conference.

5.2.2.2 – Don Fulford Leadership Scholarship

The purpose of the Don Fulford Scholarship(s) is to provide financial aid for pursuing college-level information management courses. One or more scholarships are approved annually by the Board of Directors and are presented during the annual conference.

5.2.2.3 – High School Scholarship

The purpose of the High School Scholarship(s) is to provide financial aid for pursuing college-level information technology courses to deserving high school students. The Board of Directors selects the school and works with the school administration to select deserving recipients. One or more scholarships are approved annually and presented to the recipients at their high school.
Section 5.3 – Conference Planning Committee

The Conference Planning Committee shall be chaired by the Vice President and shall be responsible for all activities associated with and leading up to the annual IPIC. Membership shall include the conference Program Director and chairpersons of the Speaker, Public Relations and Sponsorship committees.

5.3.1- Speaker Committee

A member of the Board or Executive Advisory Committee as appointed by the Vice President shall chair the Speaker Committee. Membership on the committee can be comprised of interested parties from either government or industry; membership on the GITEC Board or EAC is not required. The Chairperson reports to the Vice President and is responsible for ensuring that:

v      Selection of moderators, speakers and panel members properly represent the IPIC agenda as developed by the Vice President, and that final selection is properly vetted and approved through the Vice President;

v      Funding commitments for travel, lodging and honoraria are within the budget allocation for the conference, and approved by the Vice President; and

v      All deadlines for publication of the IPIC agenda are met.

5.3.2 - Public Relations Committee

A member of the Board or Executive Advisory Committee as appointed by the Vice President shall chair the Public Relations Committee. Membership on the committee can be comprised of interested parties from either government or industry; membership on the GITEC Board or EAC is not required. The Chairperson reports to the Vice President and is responsible for planning, developing and implementing outreach activities to support the IPIC.

5.3.3 - Sponsorship Committee

The Sponsorship Committee shall be chaired by an industry member of the Executive Advisory Committee as appointed by the Vice President. To ensure compliance with all government ethics rules, membership on the committee can be comprised of interested parties from industry; membership on the GITEC EAC is not required. The Chairperson reports to the Vice President and is responsible for soliciting industry support for the annual IPIC.

5.3.5 - Budget Committee

The Treasurer shall chair the Budget Committee. Membership shall be limited to members of the Board, EAC, Program Director, Business Manager, or Accountant, and shall include the Vice President, 1st Vice President-Elect, and 2nd Vice President-Elect. The Budget Committee shall establish the budget, oversee financial matters and support the Vice President for the annual IPIC conference.