BY-LAWS

Our by-laws is guiding document for our organization, to make this the kind of association every public interest technologist needs it to be. We're committed to transparency, diversity, and doing what it takes to support the workforce doing this necessary work.
These Bylaws were initially approved at a meeting by the Board of Directors on October 1, 2021, with minor updates approved at a meeting by the Board of Directors on April 17, 2024.

ARTICLE I: NAME & OFFICES

The name of the organization shall be as stated in the Articles of Incorporation sometimes referred to as the “Association” in these Bylaws. The activities of the Association may be conducted under that name or, upon compliance with applicable law, any other name that the Board of Directors deems appropriate or advisable. The Board of Directors shall file, or cause to be filed, any necessary amendments to the Association’s Articles of Incorporation, and any fictitious name certificates, foreign state registrations and similar filings, and any amendments that the Board of Directors deems necessary, appropriate or advisable.
The office of the Association shall be located at 548 Market Street, PMB 77494, San Francisco, CA 94104, or at such other office as may be determined from time to time by the Association’s Board of Directors. The Board of Directors may change the identity or address of the registered agent/commercial registered office provider.

ARTICLE II: MISSION & PURPOSE

The overall purpose of the Association as defined in the Articles is to enable a professional association of technologists working for public good to promote professional development, leadership activities, resources, networking, job opportunities, and to exercise any and all powers permitted by law within the meaning of Section 501(c)(6) of the Internal Revenue Code.
This Association serves people passionate about employing technology as a tool to create a government that works for the public, including active and aspiring human-centered designers, software engineers, data scientists, product managers, procurement experts, policy analysts, and others.
The Board of Directors may update the initial mission statement. The initial mission statement shall be:
1. 1. We power the people who are reimagining how the government serves the public.
To accomplish this mission:
1. 1. We provide a safe space where people can find and learn from one another, across government and industry, as individual practitioners with a common goal of helping government work better. We encourage authentic and empathetic connections that provide value to everyone.
  2. We proactively seek to build a diverse membership that fully represents the many communities served by the public sector across ability, age, socioeconomic status, gender, sexual orientation, race, ethnicity, and national origin. We regularly survey our membership to determine which communities are not well-represented and work to engage representatives from these communities. We use both digital and non-digital channels to reach out to prospective members.
  3. We create opportunities for people to work together, across organizations and disciplines, on efforts that help improve public service outcomes. We encourage an inclusive and equitable approach to collaboration, where each person’s voice is heard and valued.
  4. We provide avenues for sharing lessons learned and best practices, giving change makers the ability to learn what’s working—and what’s not—so they can improve their organizations. We encourage openness and transparency for easier transfer of knowledge and as a paradigm for an open and accountable government.
  5. We provide opportunities for people to learn new skills and modern ways of working. We encourage iterative and human-centered practices that help government agencies become more efficient and resilient, delivering services that meet people where they are.
  6. We cultivate the field of modern government digital services, at a time when “services” and “digital” have become inseparable. We provide a platform for conversations that shape the future of service delivery, elevating the voices and work of those who are daring to do things differently. We encourage the use of data-informed decision-making to drive tangible improvements over innovation for its own sake.
  7. We advocate for people doing public interest tech work, as well as for the advancement of the field. We do this through public statements, press availability, and if so decided by the board, may also lobby Congress or other legislative bodies.
The Association shall (i) carry on programs and activities and sponsor projects in pursuit of fulfilling its purpose and (ii) to engage in any and all lawful acts and activities permitted to nonprofit corporations under the California Nonprofit Corporation Law. In pursuing such purposes, the Association shall not act in any way that will impair its eligibility for exemption under 501(c)(6) of the Internal Revenue Code of 1986, as amended.
All policies and activities of the Association shall be consistent with (i) applicable federal, state, and local antitrust, trade regulation, or other legal requirements; and (ii) applicable tax exemption requirements, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
The Association shall cause all works of authorship created by the Association and distributed to its members or to the public, except for those corporate records and corporate filings or other documents which may be required by law to be distributed, to be distributed or published under a Public License unless prohibited by law or if doing so would infringe on the rights of third parties. Public Licenses include free software licenses as classified by the Free Software Foundation and open source software licenses as approved by the Open Source Initiative, or substantially similar licenses including without limitation, GNU General Public License, MIT License, GNU Affero General Public License, or Creative Commons Share-Alike licenses. The Board of Directors may in its discretion distribute specific documents under a non-Public License where the Board of Directors determines by a two-thirds vote of its members it is necessary to protect the legitimate interest and rights of the Association’s members and the Association. This section may only be amended or removed by a two-thirds vote of members of the Board of Directors and a two-thirds vote of each class of membership voting separately.

ARTICLE III: MEMBERSHIP

All applicants for membership must complete and sign the membership interest form provided by the Association and submit the form to the Association. All members are expected to adhere to the Association’s Code of Conduct.
Any member may withdraw membership and their information by filing a written resignation with the Association.
Any member may be expelled for adequate reason by a two-thirds vote of the Board of Directors. Failure to meet the criteria for membership is presumed to be adequate reason for expulsion, does not require advance notice to the member or deliberation by the Board. Any member proposed for expulsion for failing to meet the Association’s Code of Conduct will be given advance written notice including the reason for the proposed expulsion, an opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s decision.
The Association will hold at least one open, annual meeting for the full membership of the organization.
Membership voting will be held through an online method accessible to all qualified members.

ARTICLE IV: DUES

The Association may establish a dues policy for membership, which must be approved by the Board of Directors. No one will be excluded from membership based solely on the inability to pay dues.

ARTICLE V: COMMITTEES

The Board of Directors may from time to time establish, designate and dissolve standing committees of the Board of Directors in accordance, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members of such committee, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. The Board of Directors shall be required, at all times, to maintain a Finance Committee, a Governance and Nomination Committee, and Safety team, each as described below.
Finance Committee: Carries out the Association’s financial plan with full disclosure to the Association’s Board of Directors and membership. The Committee will monitor and recommend revisions as appropriate in order to ensure revenues and expenses are realistic and flexible enough to meet the needs of the Association. Specific responsibilities of the Finance Committee include working with the Association’s President to develop processes to ensure that current, accurate financial information is available to the Board and the Association members, that safeguards are in place regarding separation of fiscal duties and for developing and reviewing fiscal procedures, a fundraising plan and annual budget.
1. 1. In coordination with Staff, the Board will prepare regular reports showing income, expenditures and pending income shall be prepared and submitted for Board review. Annual reports are due within the first quarter of the fiscal year (January - December).
  2. The Finance Committee may also work with other Committees to develop and implement plans to increase revenues from external sources.
  3. The financial records of the Association are public information and shall be made available to the membership upon request.
  4. The Finance Committee in consultation with the President shall consider the membership dues structure annually. The Finance Committee will report its recommendations to the Board that will view the recommendations. Changes to the dues structure shall require a majority vote of the Board of Directors. Any such changes shall not be effective until the beginning of the individual member's next dues year.
  5. The Finance Committee shall be chaired by the Treasurer, and shall include the President and other members as shall be appointed by the Board.
Governance and Nomination Committee: Ensures appropriate function and duties of the Board of Directors and nominates members for election to the Board of Directors. Will oversee and evaluate the effectiveness and contributions of the organization's leadership and key executives. The Governance and Nomination Committee will conduct regular assessments, set performance benchmarks, and provide constructive feedback to enhance the overall effectiveness of the board and executive leadership.
1. 1. The Governance and Nomination Committee shall be selected by the Board of Directors and consist only of directors. The members of the Governance and Nomination Committee selected by the Board of Directors shall serve for one-year terms, and may serve for a total of three consecutive years.
  2. The Association is strongly committed to a policy of equal opportunity. In order to ensure that the Board represents the diversity of public interest technologists, elections should be open and accessible to members of underrepresented groups including race, ethnicity, religion, gender, sexual orientation, gender identity or expression, national origin, age, disability, genetic information, marital status or any characteristic protected by applicable law. In presenting a slate of candidates for open Board positions, the Governance and Nomination Committee will present two or more underrepresented candidates for the available position(s).
Safety Team: Enforces the code of conduct and handle any violations to those policies. Anyone in violation of these policies may be expelled from our activities and events at the discretion of the event organizer, the TPG Safety team, or the TPG board.
1. 1. The President or Vice President chairs the Safety Team and determines its membership.
Working Groups: consisting of members of the Association and to be chaired by an officer of the Association to assist Officers, the Board of Directors and Committees of the Board in performing their responsibilities. Working Groups are not Committees of the Board and may not exercise the authority of the Board. The President may appoint members of Working Groups created by the President. The Board of Members may appoint members to any Working Group.

ARTICLE VI: BOARD OF DIRECTORS

The Board of Directors of the Association shall be selected as described in the Bylaws. The Board of Directors shall be made up of no more than 9 directors including individuals serving ex officio. Officers of the Association shall be ex officio members of the Board as specified in these Bylaws below. All members of the Association in good standing may qualify for election to Board membership. The Board shall be divided into three cohorts each serving staggered three year terms starting on the date they are elected by the Members at an annual meeting. Directors appointed by the Board, except for those ex officio members, shall serve out the remaining term of the category of directors with the fewest number of directors in it at the time of the new board member’s appointment. The Board of Directors must disclose all conflicts of interest.
The Board may, at its discretion, appoint special advisors to the Board for a defined period of time to perform specific duties deemed necessary by the Board. Any member in good standing, and the President, may propose agenda items for Board meetings.
At each annual meeting of members of the Association an election is held to choose members for open positions on the Board of Directors. All members of the Board of Directors shall serve three-year terms.
Any vacancy on the Board, including resulting from a member’s death, resignation, removal or disqualification, or resulting from an increase in the number of directors on the Board shall be filled by a vote of the remaining directors (even if less than a quorum) after taking into account the recommendation made by the Nomination Committee. A member appointed to fill an existing term shall serve the remainder of the unexpired term of his or her predecessor. Board members shall serve three-year terms, with approximately one-third of the Directors coming up for election each year.
The Board shall work with the President and act for the Association in the administration of established policies and programs, and shall make recommendations on matters of policy and operations. The Board shall report on its activities annually at the Association Annual Meeting.
At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum of the Board. At any meeting of the Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by vote of a majority of those present, unless a different vote is required by law or these Bylaws.
Any Director may resign by delivering their written resignation to the Association. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
A Director may be removed from office with or without cause by vote of three-fourths of the members of the Board of Directors.
Directors do not receive compensation for their services but may be reimbursed for expenses according to an established reimbursement policy.
Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A written notice of each regular meeting shall not be required. Special meetings of the Directors may be called at any time by the President, Secretary, or Treasurer of the Association, or by any three (3) members of the Board of Directors, and shall be held at the place designated in the notice or call thereof provided that at least five (5) days prior notice of such meeting has been given to the Directors.
Any action by the Directors may be taken without a meeting if a written consent thereof is signed by all the Directors and filed with the records of the Directors’ meetings. Such consent shall be treated as a vote of the Directors for all purposes.
The Directors may participate in a Board meeting by phone or video conference where participation by such means shall constitute presence in person at a meeting.
The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Association, including, without limiting the generality of the foregoing, the unqualified power:
1. 1. To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;
  2. To authorize the creation, making, and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, to borrow funds and guarantee obligations, and to do all things necessary in connection therewith;
  3. To remove any officer of the Association with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;
  4. To confer upon any officer of the Association the power to appoint, remove and suspend subordinate officers, employees and agents;
  5. To adopt from time to time such bonus or other compensation plans for employees and agents of the Association as it may determine;
  6. To adopt from time to time such insurance, retirement, and other benefit plans for employees and agents of the Association as it may determine; and,
  7. To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Association’s business and affairs.

ARTICLE VII: OFFICERS AND DUTIES

The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. The President, Secretary, and Treasurer shall be ex officio members of the Board of Directors. The Board may only appoint a member of the Board in good standing to the offices of President, Secretary, or Treasurer unless the number of Board Members is six or less. If there are six or less Board Members, any voting member in good standing may be appointed to serve as an Officer. Other offices may be created at the discretion of the Board. Officers shall be elected by a majority vote of the Board of Directors.
Duties Generally: The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. The Vice President acts in place of the President when the President is not available; the Treasurer is the financial officer of the Association; and the Secretary is responsible for preparing or supervising the preparation of the minutes of the meetings of the Board of Directors and the members, and for maintaining the records of the Association.
President and Vice President: The President is the presiding officer of the Board and the Association, and is an ex officio member of all committees and Working Groups. The office of the President shall coordinate the activities of the Association and shall have general charge and supervision of the business and affairs of the Association, subject to the direction of the Board of Directors. The Board will appoint the President. The President shall hold office at the discretion of the Board. The Vice President acts in place of the President when the President is not available. The Vice President may attend all board meetings, but shall not be an ex officio member of the Board of Directors unless acting in place of the President. In the absence of the Vice President the longest serving member of the Board shall act as Vice President.
Secretary: The Secretary is responsible for maintaining the minutes of the Board as well as maintaining the records of the Association. The Secretary will send out meeting announcements, distribute copies of minutes and the agenda, and will be assigned special duties by the President.
Treasurer: The Treasurer is the financial officer of the Association; and is responsible for the oversight of receipts, deposits, disbursements and withdrawals of all Association funds and renders regular financial statements to the Board. The Treasurer will make a report at each Board meeting. As Chair of the Finance Committee, the Treasurer will be responsible for the preparation of the budget subject to the approval of the Board, help develop fundraising plans, and make financial information available to Board members and the public. The Treasurer will be assigned special duties by the President. The Treasurer may also designate an Assistant Treasurer who is able to report on the financials in the event the Treasurer is not able to attend a Board meeting. The Treasurer may not also be the President.
Any officer may resign by delivering their written resignation to the President, Secretary, or Vice President; and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer may be removed by the Board of Directors at any time and for any reason.
The term of President, Vice President, Treasurer, and Secretary shall be for 2 years from the date of the most recent Annual Meeting. Vacancies shall be filled by a vote of the Board. The Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting. If a vacancy occurs in the Secretary role for any reason, the position is filled by the Vice President. These nominations shall be sent out to Board members with the regular meeting announcement to be voted upon at the next Board meeting.

ARTICLE VIII: REPRESENTATION

The Board may vote to recognize, and affiliate with any organization having purposes and values similar or complementary to those of the Association. Such an affiliation will be governed by an agreement approved by a majority vote of the Board.

ARTICLE IX: ANNUAL MEETING

The Association shall conduct an Annual Meeting that will include the election of officers by the board of directors and the election of Directors by the eligible membership. The annual meeting of members shall be held at a time and place specified by the Board of Directors.

ARTICLE X: AMENDMENTS

Amendments to these Bylaws may be made at an annual meeting without prior notice by approval of the Board of Directors or by a majority vote of members voting separately.
The Board of Directors may amend the Bylaws in a manner that does not materially and adversely affect the voting rights of any member by a vote of the Board at any regular Board meeting.

ARTICLE XI: GENERAL PROVISIONS

Contracts: Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers or any agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the Association and such authority may be general or confined to specific instances.