CSG National Governance Working Group – DRAFT (5/24/2012) 1 ARTICLES OF ORGANIZATION 2 OF 3 THE COUNCIL OF STATE GOVERNMENTS 4 5 6 ARTICLE I 7 NAME, PURPOSE AND MEMBERSHIP 8 9 Section 1. Name, Principal Office, Registered Agent: The name of this organization willshall be 10 The Council of State Governments (“CSG”). CSGThe Council willshall maintain its principal 11 and initial registered office in Lexington, Kentucky at the following address: 2760 Research 12 Park Drive, P.O. Box 11910, Lexington, Kentucky, 4051178-1910. CSG’sThe Council's initial 13 registered agent at that address willshall be the Daniel M. Sprague, CSG Executive Director. 14 15 Section 2. Purpose: The Council of State Governments, the multi-branch organization of the 16 states and U.S. territories, champions excellence in state government, working with state leaders 17 across the nation and through its regions to put the best ideas and solutions into practice. To this 18 end, CSGthe Council: builds leadership skills to improve decision-making; advocates multistate 19 problem-solving and partnerships; fosters a greater understanding of the relationships among the 20 branches of government; interprets changing national and international conditions to prepare 21 states for the future; provides opportunities for public- and private-sector leaders to interact on 22 timely issues; and promotes the sovereignty of the states and their role in the American federal 23 system. CSGThe Council is organized exclusively for charitable, religious, educational, and 24 scientific purposes as permitted under section 501(c)(3) of the Internal Revenue Code, or 25 corresponding section of any future federal tax code. No part of the net earnings of CSGthe 26 Council of State Governments willshall inure to the benefit of, or be distributable to its members, 27 trustees, officers, or other private persons, except that CSGthe Council willshall be authorized 28 and empowered to pay reasonable compensation for services rendered and to make payments and 29 distributions in furtherance of the purposes set forth in these Articles of Organization. 30 31 Section 3. Membership: The membership of CSGthis Council willshall comprise the States of CSG Articles of Organization as Revised April 18, 2004 1 CSG National Governance Working Group – DRAFT (5/24/2012) 1 the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of 2 American Samoa, the Territory of Guam, the Territory of the Virgin Islands, and the 3 Commonwealth of the Northern Mariana Islands, hereinafter referred to as member jurisdictions. 4 Wherever the word “state” or “states” appears herein, it will be meant to reference a state, 5 commonwealth, federal district and/or territory. The elected and appointed state officials in the 6 executive, legislative, and judicial branches of the member jurisdictions shall beare entitled to 7 participatemembers of CSG. 8 9 Section 4. Authority, Procedures and Rules: These Articles of Organization and other authorized 10 governance documents will be the governing documents for CSG. In all other respects, the CSG 11 Governing Board, the CSG Executive Committee, the CSG Leadership Council and CSG’s 12 Standing Committees and Policy Committees will adhere to Robert’s Rules of Order when 13 conducting business. Relying on Robert’s Rules of Order, CSG’s General Counsel will serve as 14 Parliamentarian. 15 16 17 ARTICLE II 18 FUNCTIONS 19 20 Section 1. Functions: CSGThe Council willshall include among its activities (a) articulation of 21 the views of the Statesmember jurisdictions, (b) provision of services to the Statesmember 22 jurisdictions, and (c) collection and distribution of information beneficial to the Statesmember 23 jurisdictions. The following functions willshall be undertaken in accordance with their relative 24 importance and to the extent that finances and facilities permit: 25 26 A. Serve as a catalyst to express the views of the States member jurisdictions on matters 27 of major concern, including state-federal issues; 28 29 2. B. Act as a coordinating agency to analyze legislation and programs of the Federal 30 Government and for advancing the role of the States member jurisdictions in state- 31 federal relations; 2 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 C. Work in concert with organizations of city, and county, and state officials and with 3 federal agencies for improved and more effective mechanisms of intergovernmental 4 and interbranch cooperation; 5 6 4. D. Engage in research on major issues and challenges facingproblems of state government 7 and developaction programs for the internalto strengthen governanceing of the 8 Statesmember jurisdictions; 9 10 5. E. Study techniques of state administration in order to enhance governmental processes, 11 and develop cooperative mechanisms for the improvement of administrative 12 management; 13 F. Arrange and conveneimplement conferences meetings and provide other services 14 15 requested by legislators, state executive officials, judicial officials, and commissions on 16 interstate and interbranch cooperation; 17 18 7. G. Promote more effective regional cooperation, the development of programs of mutual 19 interest to adjacent Statesmember jurisdictions, and the solution of problems 20 common to an area; 21 22 8. H. Engage in programs for the training and development of state officials, legislators, 23 judges, and staff aides through seminars and other appropriate methods; 24 25 9. I. Gather, analyze, and distribute information, including data on governmental policies, 26 and practices, suggested state legislation, new programs, and other items of interest to 27 the Statesmember jurisdictions; 28 29 J. Serve as a resource the central research and reference agency for affiliated 30 organizations and for the legislative service agencies of the various Statesmember 31 jurisdictions; and 3 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 K. Act as a catalyst for encouraging cooperation of States with subdivisions of foreign 3 governments and their political subdivisions, with the assistance of the United States 4 Department of State and other appropriate federal agencies. 5 6 Notwithstanding any other provisions of these Articles of Organization, CSGthe Council 7 willshall not carry on any other activities not permitted to be carried on by an organization 8 exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or 9 corresponding section of any future federal tax code. 10 11 12 ARTICLE III 13 CSG GOVERNING BOARD 14 15 Section 1. CompositionMembership: The CSG Governing Board willshall be composed of 16 comprised of thethe fifty-six (56) member jurisdictions and will be represented by the following 17 delegates: categories and may be populated from all member jurisdictionscomposed as follows: 18 19 A. The Governor of each member jurisdiction. 20 21 B. The two (2) highest ranking majority legislative leaders and the highest ranking 22 minority legislative leader of each legislative chamber from each member jurisdiction; 23 the legislative leader plus five (5) legislators designated by the legislative leader in 24 member jurisdictions with unicameral legislatures; and the legislative leader plus two 25 (2) legislators designated by the legislative leader in a legislative chamber that lacks 26 either a majority or minority party. 27 28 C. The highest ranking judicial official from each member jurisdiction. 29 30 D. All CSG Executive Committee members. 31 4 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 Two Legislators from each member jurisdiction, one from each house in those 2 jurisdictions that have bicameral legislatures, who shall serve until their successors are 3 designated. 4 5 6 All Executive Committee members who are not otherwise entitled to Governing Board membership. 7 8 9 10 A current and complete list of all Governing Board members, including their full names and mailing addresses, willshall be maintained on file in CSG’sthe Council's principal office at all times. 11 12 Section 2. Voting & Quorum: In any action of the CSG Governing Board, the votes willshall be 13 taken by member jurisdiction, the representation of each member jurisdiction having one (1) 14 vote. A quorum for this purpose willshall consist of thirty (30) member jurisdictions present and 15 voting. Each member of the Governing Board shall be entitled to one vote. The affirmative vote 16 of a majority of member jurisdictions is required for any action. No member jurisdiction may 17 votevote may be cast by a proxy. 18 19 Section 3. Meetings: The CSG Governing Board willshall be convened at the direction of the 20 CSG Executive Committee, or upon written request from CSG Governing Board members 21 representing no fewer than thirty (30) member jurisdictions. The CSG Governing Board willshall 22 not act on any motion without prior written notice to the member jurisdictions. 23 24 The Annual Meeting of the Board shall be held each year at a time and place to be arranged by 25 the Chairman and Executive Director. Other meetings of the Board shall be held at the call of 26 the Chairman or by written request of a majority of the persons serving on the Executive 27 Committee. The Executive Committee may invite persons who are not members of the Board to 28 attend as observers at any Board meeting, and may develop additional program items of interest 29 to such invited observers. 30 31 Section 4. Quorum: 5 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 Members from twenty-six member jurisdictions present at the Annual Meeting or a called 2 meeting shall constitute a quorum of the Board. 3 4 Section 45. Powers and Duties: The CSG Governing Board willshall maintain sole jurisdiction 5 over the dissolution or merger of CSG. The CSG Executive Committee may refer other issues to 6 the CSG Governing Board for consideration. No other matters willshall be in order. 7 8 The Board shall determine equitable contributions to be made by member jurisdictions for the 9 support of the Council. The Board shall receive reports from the Executive Committee as 10 provided in these Articles of Organization and may review any policy positions adopted by the 11 Executive Committee on behalf of the Council. In the event that a quorum of the Governing 12 Board is not present at an Annual Meeting of the Board, the functions and authority of the Board 13 shall rest with the Executive Committee until such time as the Governing Board next meets 14 under the provisions of Section 3 of this Article. 15 16 17 ARTICLE IV 18 CSG EXECUTIVE COMMITTEE 19 20 Section 1. Membership: The CSG Executive Committee willshall be composed of the following 21 persons:is comprised of the following members:composition of the Executive Committee shall 22 be as follows: 23 24 1.A. CSG National Chairman (Legislator), President CSG National President (Governor 25 or statewide elected official), CSG National Chairman-Elect (Legislator), CSG 26 National President-Elect (Governor or statewide elected official), CSG National 27 Vice Chairman (Legislator), CSG National Vice President (Governor or statewide 28 elected official), CSG National Immediate Past Chair and CSG National 29 Immediate Past President. 6 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 2.B. Four (4) Legislators designated by the National Conference of State Legislatures. 3 4 3. Four Governors, or their designees, one from each region of The Council of State 5 Governments to be designated by the Nominating Committee, provided that the 6 nominees shall include the chairs of the Midwestern Governors’ Conference and the 7 Southern Governors’ Association. 8 9 4.C. The chairs and immediate past chairs of each of CSG’s four (4) regionsthe Eastern 10 Regional Conference, the Southern Legislative Conference, the Midwestern 11 Legislative Conference and CSG-WEST. 12 13 5.D. Eight (8) Legislators, two (2) from each of CSG’s four (4) regions, designated by 14 the region’s governing authorityand representing the Regional Conferences of The 15 Council of State Governments. 16 17 E. 18 One (1) Chief Justice and one state court administrator designated by the Conference of Chief Justices. 19 20 6.F. One (1) state court administrator designated by The Conference of State Court 21 Administrators. 22 23 7.G. Two (2) Lieutenant Governors designated by the National Conference of 24 Lieutenant Governors Association. 25 26 8.H. Two (2) Secretaries of State designated by the Chairman of the CouncilNational 27 Association of Secretaries of State. 28 29 I. Two (2) Treasurers designated by the National Association of State Treasurers. J. Two (2) Attorneys General designated by the National Association of Attorneys 7 30 31 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 General. 2 3 K. 4 The chairperson of each standing and policy committee as designated by the CSG National Chair.of the Governing Board and the Executive Committee. 5 6 L. 7 8 9 Two (2) members of the board of directors of the CSG Justice Center, as designated by the CSG Justice Center Chair. M. Two (2) representatives from CSG’s Affiliate organizations, not otherwise 10 represented on the CSG Executive Committee, appointed by the CSG National 11 Chair. 12 13 N. 14 15 16 regions region designated by the region’s governing authority. O. 17 18 19 Four (4) members of state legislative staff, one from each of CSG’s four (4) All CSG Past National Chairs and CSG Past National Presidents of CSG, so long as they are an elected or appointed state official. P. The CSG National Chair may appoint up to ten (10) additional elected or appointed 20 state officials in order to enhance diversity, inclusion, geographic or partisan 21 balance. 22 23 24 9.Eight At-Large Members, the majority of whom shall be legislators elected annually by the Governing Board. 25 26 27 10. Up to ten members, appointed at the discretion of the Chairman of the Council, representing primarily, but not exclusively, the Council's affiliated organizations. 28 29 Four members of state legislative staff, one from each region designated by and 30 representing the Regional Conferences of The Council of State Governments, to 31 serve as ex officio, non-voting members. 32 8 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 11. All past Chairmen and past Presidents of the Governing Board, so long as they remain a Legislator, a Governor or a member jurisdiction official. 3 4 Section 2. Timing of DesignationsAppointments and Vacancies: Persons, organizations or other 5 entities responsible for appointing persons for membership on the CSG Executive Committee, as 6 set forth in Article IV, Section 1, willshall make such appointments on or before March 31 of 7 each year in which appointments are required. The CSG National Chair may extend this 8 deadline, including vacancies. 9 Organizations or other entities responsible for designating persons to the Executive Committee, 10 as set forth in Section 1 of this Article, shall make such designations within sixty (60) calendar 11 days following adjournment of the Annual Meeting of the Governing Board. Failure to so 12 designate may constitute forfeiture of the right of representation on the Executive Committee for 13 that one year with regard to those persons not designated within sixty (60) calendar days. 14 15 Section 3. Officers and Authority: The officers of CSG willshall include the CSG National 16 Chair, CSG National Chair-Elect, CSG National Vice Chair, CSG Immediate Past National 17 Chair, CSG National President, CSG National President-Elect, CSG National Vice President, 18 and CSG Immediate Past National President. All CSG officers willshall serve as officers of 19 CSG’s Governing Board, CSG’s Executive Committee, and CSG’s Leadership Council. The 20 officers willshall exercise such powers and perform such duties as provided by these Articles of 21 Organization. 22 23 A. Qualifications: The CSG National Chair, CSG National Chair-Elect, CSG National Vice 24 Chair, and CSG Immediate Past National Chair willshall be incumbent legislators 25 representing CSG member jurisdictions. The CSG National President, CSG National 26 President-Elect, CSG National Vice President, and CSG Immediate Past National Chair 27 willshall be incumbent governors or other jurisdiction-wide elected officials representing 28 CSG member jurisdictions. 29 30 31 B. Terms of Office: All officers willshall serve one-year terms beginning on the first (1st) day of January and continuing through the thirty-first (31st) day of the following 9 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 December. 2 3 C. Nominations and Elections: The offices of CSG Immediate Past National Chair and CSG 4 Immediate Past National President willshall be filled by automatic succession. All other 5 CSG officers willshall be elected annually by the CSG Executive Committee during the 6 CSG Annual Meeting, or at such other time as designated by the CSG Executive 7 Committee. Written notice of any alternate date willshall be provided to the CSG 8 Executive Committee at least thirty (30) days in advance. Candidates for election to 9 serve as CSG officers willshall be nominated by the CSG Leadership Council, subject to 10 all relevant provisions of these Articles. The CSG Leadership Council willshall nominate 11 one candidate for each elected office. A CSG Eexecutive Ccommittee member may 12 make a nomination with at least three (3) calendar days prior written notice to the CSG 13 National Chair and CSG National President so long as that nominee comes from the same 14 CSG region as the nominee of the CSG Leadership Council. 15 16 D. Regional Nomination and Rotation of Legislative Officers: The regional rotation of 17 legislative officers willshall be preserved. The appropriate CSG region willshall 18 recommend a candidate from its member jurisdictions to serve as the next CSG National 19 Vice-Chair in accordance with its own rules. Such recommendation willshall be made 20 two (2) weeks prior to the CSG Annual Meeting CSG Executive Committee meeting at 21 which consideration of such nomination is scheduled. The recommended candidate 22 willshall be nominated by the CSG Leadership Council to the CSG Eexecutive 23 Ccommittee. In the event that a CSG region fails to timely recommend a candidate, the 24 CSG Leadership Council will nominate a candidate from that region in consultation with 25 that region’s officers. CSG officers serving in the positions of CSG National Chair-Elect 26 and CSG National Vice Chair will be nominated by the CSG Leadership Council for 27 election to the positions of CSG National Chair and CSG National Chair-Elect, 28 respectively. In the event that an incumbent CSG National Chair-Elect or CSG National 29 Vice Chair declines, or is otherwise ineligible, to serve as CSG National Chair or CSG 30 National Chair-Elect, the appropriate region willshall recommend a candidate from one 31 (1) of its member jurisdictions, to serve in such office, in accordance with its own rules. 10 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 The recommended candidate willshall be reported to, and nominated by, the CSG 2 Leadership Council. In the event that no candidate for such a position is timely 3 recommended, the CSG Leadership Council will nominate a candidate from that region 4 in consultation with that region’s officers. 5 6 E. Vacancies: In the event that a CSG officer or nominee resigns or is ineligible to serve, 7 the office held or nomination willshall be vacated. In the event of a vacancy in the office 8 of CSG National Chair, the duties of CSG National Chair willshall be performed by the 9 officer next in line of succession. In the event of a vacancy in the office of CSG National 10 President, the duties of CSG National President willshall be performed by the officer next 11 in line of succession. In the event of a vacancy in the office of CSG National Chair, CSG 12 National Chair-Elect or CSG National Vice Chair, the CSG Leadership Council willshall 13 request that the appropriate region recommend a candidate to fill the vacancy, in 14 accordance with its own rules. A candidate recommended by the region willshall be 15 reported to, and nominated by, the CSG Leadership Council. 16 17 F. Removal from Office: After prior written notice and opportunity to be heard, any CSG 18 officer may be removed from office by a two-thirds (2/3) vote of the members present 19 and voting at any CSG Eexecutive Ccommittee meeting. 20 Section 3. Officers and Elections: The Chairman, Chairman-Elect, and Vice Chairman of the 21 Governing Board and of the Executive Committee shall be Legislators; the President, President- 22 Elect, and Vice President of the Governing Board and of the Executive Committee shall be 23 Governors or statewide elected officials. To qualify for these offices, a person must be a 24 member of the Executive Committee or the Governing Board at the time of election. 25 Nominations shall be made by a Nominating Committee, appointed by the Chairman, and com- 26 posed of members of the Governing Board. Election of officers by the Governing Board shall 27 occur at each Annual Meeting. The Chairman, Chairman-Elect, Vice Chairman, President, 28 President-Elect, and Vice President shall hold office only so long as they remain in the same or 29 comparable member jurisdiction positions. The Chairman-Elect shall have served as Vice 30 Chairman and if the Chairman resigns, is unable to carry out his or her duties, or leaves state 31 service, shall succeed to that office. The President-Elect shall have served as Vice President and 11 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 if the President resigns, is unable to carry out his or her duties, or leaves state service, shall 2 succeed to that office. 3 4 Section 4. Duties of Officers: The CSG National Chairman willshall preside at all meetings of 5 the CSG Executive Committee, make all required committee appointmentsdesignations, and 6 willshall perform such other duties as approved by the CSG Eexecutive Ccommittee, CSG 7 Lleadership Ccouncil, assigned by and these Articles or as may be customary. The CSG 8 National Chairman-Elect willshall serve as CSG Acting National Chairman in the absence of the 9 CSG National Chairman. In the absence of the CSG National Chairman and CSG National 10 Chairman-Elect, the CSG National Vice Chairman willshall serve as CSG Acting National 11 Chairassume their duties. The CSG National President willshall preside at annual or special 12 meetings of the CSG Governing Board, maintain general responsibility for the CouncilCSG's 13 Annual Meeting, represent the CouncilCSG at regional or national meetings, and perform such 14 other duties as approved by the CSG Eexecutive Ccommittee, CSG Lleadership Ccouncil, and 15 these Articles. such other duties as assigned by these Articles. The CSG National President- 16 Elect willshall serve as CSG Acting National President in the absence of the CSG National 17 President. In the absence of the CSG National President and CSG National President-Elect, the 18 CSG National Vice President willshall serve as CSG Acting National Presidentassume their 19 duties. In the absence of the CSG National President, CSG National President-Elect, and CSG 20 National Vice President, the CSG National Chairman, CSG National Chairman-Elect or the CSG 21 National Vice Chairman may perform the functions of the CSG National President. In the 22 absence of the CSG National Chair, CSG National Chair-Elect or the CSG National Vice-Chair, 23 the CSG National President, CSG National President-Elect or the CSG National Vice President 24 may perform the functions of the CSG National Chair. 25 26 Section 5. Voting & Quorum: A quorum for the purpose of conducting business willshall 27 consist of those members present; except, a quorum for the purpose of adopting policy 28 resolutions, increasing member jurisdiction dues, convening the governing board, and reversing 29 an action of the lCSG Leadership Ccouncil willshall consist of twenty-five (25) members of the 30 CSG Eexecutive Ccommittee. Any action of the CSG Executive Committee willshall require a 31 majority vote. No votes may be cast by proxy. 12 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 Section 6. Meetings: The CSG Executive Committee willshall meet at the call of the CSG 3 National Chair, but at least once annually, or upon a written request from at least twenty-five 4 (25) CSG Executive Committee members. The CSG Executive Committee willshall not be 5 permitted to convene without prior written notice to the members. 6 7 Section 75. Functions of Executive CommitteePowers and Duties: Except as otherwise 8 provided in these Articles of Organization, the CSG Executive Committee willshall have general 9 authority over the funds, property, and management of CSG, including to: 10 11 A. Establish ‘Policy Resolution Guidelines’ prescribing the types and nature of policy 12 resolutions or statements that place CSG on public record with regard to a matter of local, 13 state or federal policy. All CSG policy statements and resolutions not updated or renewed 14 within three (3) years from the date of adoption willshall expire; 15 16 17 B. Consider, approve or rescind statements of policy that represent the official policy position of the national organization; 18 19 20 C. Consider, approve or rescind statements of policy adopted on an interim basis by the CSG Leadership Council; 21 22 23 D. Consider, adopt or amend CSG’s annual operating budget and review and approve all interim budget decisions made by the CSG Leadership Council; 24 25 26 E. Adopt financial management rules governing the submission of budget recommendations, investment of CSG funds and financial controls; 27 28 29 F. Determine an equitable dues allocation formula for the member jurisdictions and any sanctions to be enforced upon non-paying member jurisdictions. 30 31 G. Appoint and assign responsibilities to the CSG Eexecutive Ddirector; 13 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 H. Amend the regional structure of CSG as provided herein; 3 4 I. Consider and approve the terms and conditions of participation by foreign nations and 5 6 7 8 their political subdivisions; J. Consider and approve the terms and conditions of participation by private-sector entities and their representatives; 9 10 K. Call meetings of the CSG Governing Board; 11 12 13 L. Delegate to the CSG Leadership Council for a time certain authority to exercise CSG Executive Committee powers; 14 15 16 M. Veto any action authorized or undertaken by the CSG Leadership Council, except as provided under Article V, Sec. 3. 17 18 All powers, functions, and duties not otherwise delegated herein, are reserved to the CSG 19 Executive Committee. 20 21 The Executive Committee or any Executive Subcommittee authorized to act by the Executive 22 Committee Bylaws in pressing matters requiring interim policy decisions shall have authority to 23 act for the Governing Board in the interim between Governing Board meetings. The Committee 24 shall meet at such times and places as may be determined by the Committee or the chairman. 25 The Committee shall adopt annual budgets governing expenditures by the Council after 26 considering recommended regional budgets, which must first be approved and submitted to the 27 Executive Committee by the appropriate regional governing authorities. The Executive 28 Committee shall also consider budget recommendations submitted by the Executive Director for 29 the Lexington and Washington offices. As provided by the Executive Committee Bylaws, all 30 such budget recommendations may be reviewed by the Finance Committee prior to any 31 Executive Committee action. The Executive Committee shall adopt a set of Rules for the 14 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 Financial Management of the Council, which may include provisions governing the submission 2 of budget recommendations to the Executive Committee. Approved budgets may be amended by 3 the Executive Committee at any time. The Executive Committee shall report all budget actions 4 to the Governing Board at the annual meeting. The Executive Committee may adopt policy 5 positions on behalf of the Council at any annual or special meeting and shall report all such 6 actions to the Governing Board. As permitted by the Bylaws of the Executive Committee of 7 The Council of State Governments, an Executive Subcommittee may be empowered to enact 8 interim policy and to rescind existing policy on pressing matters, including interim policy 9 resolutions between regular meetings of the full Executive Committee or regularly scheduled 10 CSG Committee and Task Force Meetings. Beyond the Interim authority of the Executive 11 Subcommittee no action purporting to represent a policy position of the Council shall be taken 12 by any entity except the Executive Committee and the Governing Board. The Executive 13 Committee shall adopt rules governing the publications programs of the Council. The 14 Committee shall also determine the extent to which member jurisdictions that have not paid their 15 membership contributions to the Council (as set by the Governing Board, pursuant to Article III, 16 Section 5) may participate in the governance of the Council and receive Council services during 17 the period in which such membership contributions are delinquent. The Executive Director shall 18 serve as Secretary to the Executive Committee. 19 20 Section 8. CSG Executive Director: 21 22 23 A. Responsibilities: The CSG Executive Director: (1) Serves as the chief executive officer of CSG responsible for all management 24 functions. The CSG Executive Director is responsible for directing CSG activities 25 and programs, including day-to-day operations of the Council, and carrying out 26 CSG’s strategic mission under the direction of CSG’s officers, the CSG 27 Leadership Council, the CSG Executive Committee and the CSG Governing 28 Board. 29 30 (2) Serves as the Secretary of CSG and will designate a Treasurer for CSG. 31 15 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 (3) Establishes, pursuant to Article IX, the terms and conditions of an affiliation by 2 and between CSG and another association provided the mission and purpose of 3 that association is compatible with and advances the mission and purpose of CSG. 4 5 6 7 8 9 10 11 (4) Serves as CSG’s staff liaison to other state and local government service organizations. (5) Serves as President of CSG’s 21st Century Foundation. (6) Employs and discharges all CSG employees, except CSG Regional Directors and CSG employees associated with regions. 12 13 (7) Establishes, after consultation with the Regional Directors, the human resources 14 policies for all CSG employees, and determines the financial and accounting 15 policies and procedures for CSG. 16 17 B. Appointment and Compensation: The CSG Leadership Council will establish the terms 18 and conditions of employment for the CSG Executive Director and provide for the annual 19 performance evaluation of the CSG Executive Director. Any action to employ or 20 discharge a CSG Executive Director will require the affirmative vote of at least two- 21 thirds of the members of the CSG Leadership Council. A CSG Leadership Council action 22 to employ or discharge the CSG Executive Director will be conveyed in writing to the 23 members of the CSG Executive Committee. The CSG Executive Committee may amend 24 upon a motion made, repeal or affirm the action of the CSG Leadership Council upon a 25 majority vote of the committee. 26 27 C. Deputy Executive Directors: The Director of each CSG region will serve as a Deputy 28 Executive Director of CSG. In this role they will consult and collaborate with the CSG 29 Executive Director in carrying out the mission and goals of CSG. The CSG Executive 30 Director may appoint such other Deputy Executive Directors as appropriate. 31 32 33 Section 86. Executive Director: 16 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 3 1. A. Appointment, and Term of Office, and Compensation: (a) The Executive Director 4 willshall 5 be appointed by and serve at the pleasure of the Executive Committee. The salary of the 6 Executive Director, which shall be fixed by the Executive Committee, shall cover his/her 7 services for all affiliated organizations as defined in Article VI and no salary shall be accepted 8 from any other source. (b) The CSG Chairman of The Council of State Governments 9 willshallEDLCLCwillED, prior to each annual meeting, appoint an evaluation committee to 10 determine by report to the Executive Committee the performance of the Executive Director and 11 whether or not his/her employment should be continued. 12 13 B. Functions: Subject to the direction of the Executive Committee ,and in conformity with 14 these Articles of Organization, the Executive Director willshall be in charge of the affairs, staff, 15 offices, and finances of the Council's offices in Lexington and Washington. The Executive 16 Director willshall employ on behalf of the Council's offices in Lexington and Washington such 17 persons he/she may deem advisable. All persons employed in the Council's offices in Lexington 18 and Washington willshall be employed by and subject to discharge by the Executive Director. 19 Personally, or by agents, the Executive Director willshall perform all of the functions of the 20 Secretary and Treasurer for the Council's offices in Lexington and Washington. Subject to the 21 direction of the Governing Board, the Executive Committee, ,and in conformity with these 22 Articles of Organization, the Executive Director willshall be in charge of the affairs, staff, 23 offices designated, and finances of the Council. Either personally, or by agents, all persons 24 employed by the Council willshall be employed by and subject to discharge by the Executive 25 Director, with the exception of staff persons in each of the regional offices, who willshall be 26 employed and discharged by the regional directors. The regional director willshall be selected 27 and discharged in each of the regions by majority vote of a five-member (5) committee 28 consisting of three (3) members appointed by the chairman of the regional conference, and the 29 national CSG Chairman and CSG Chairman-Elect of the Council. The Executive Director may 30 submit recommendations to the five-member (5) committee for its consideration. 31 17 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 C. Regional Director Performance Appraisal: The Executive Director willshall provide the 2 chairman of the regional conference with an annual performance appraisal and information on 3 compensation for the regional office director. 4 5 D. Submission of Financial Reports: In accordance with the Council's Rules for Financial 6 Management, the Executive Director willshall submit financial reports and recommended 7 budgets for the Council's offices in Lexington and Washington to the Executive Committee for 8 use in the budgetary process. 9 10 11 ARTICLE V 12 CSG LEADERSHIP COUNCIL 13 14 Section 1. Membership: The CSG Leadership Council willshall be composed as follows: 15 16 A. CSG National Chair 17 B. CSG National President 18 C. CSG National Chair-Elect 19 D. CSG National Vice Chair 20 E. CSG Immediate Past National Chair 21 F. CSG Immediate Past National President 22 G. CSG Regional Chair or their designees; one (1) from each of CSG’s four (4) regions 23 H. One (1) representative designated by the National Lieutenant Governors Association 24 I. One (1) representative designated by the National Association of State Treasurers 25 J. CSG Affiliate ParticipantRepresentative; one (1) member designated by and representing 26 CSG’s Affiliate community 27 K. Chair of the CSG Justice Center Board of Directors or designee 28 L. CSG Finance Committee ParticipantRepresentative designated by the CSG National 29 30 31 Chair M. CSG Intergovernmental Affairs Committee ParticipantRepresentative designated by the CSG National Chair 18 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 N. CSG Interbranch Affairs Committee ParticipantRepresentative designated by the CSG National Chair 3 4 Section 2. Duties of Officers: The CSG National Chair willshall preside at all meetings of the 5 CSG Leadership Council. The CSG National Chair-Elect willshall preside as CSG Acting 6 National Chair in the absence of the CSG National Chair. The CSG National Vice Chair 7 willshall preside in the absence of the CSG National Chair and CSG National Chair-Elect. The 8 CSG National Immediate Past Chair will preside in the absence of the CSG National Chair, CSG 9 National Chair-Elect and CSG National Vice Chair. 10 11 Section 3. Exclusive Powers and Duties: The CSG Leadership Council willshall: 12 13 14 A. Establish the terms and conditions of employment for the CSG Executive Director and provide for the annual performance evaluation of the CSG Executive Director; 15 16 B. Administer and oversee the implementation of official policies, acquire and dispose of 17 real property, and confirm or cancel legal contracts or obligations referred to it by the 18 CSG Eexecutive Ddirector, and provide a report to the CSG Executive Committee; and 19 20 21 C. Authorize the initiation, defense or settlement of legal claims, and provide a report to the CSG Executive Committee. 22 23 Section 4. Other Powers and Duties: The CSG Leadership Council will: 24 25 A. Consider and approve interim statements of policy. Interim statements of policy willshall 26 expire at the next meeting of the CSG Executive Committee unless affirmed by the CSG 27 Executive Committee; 28 29 30 B. Create policy committees and designate members of such committees as may be necessary to advance of the mission of CSG; 31 19 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 C. Be responsible for organization-wide strategic planning, including CSG’s mission, 2 branding, scope of services, biennial workplan, products, and programming, and provide 3 a report to the CSG Executive Committee; 4 5 6 7 8 9 10 11 D. Consider and approve interim changes to the annual operating budget, subject to approval of the CSG Executive Committee; E. Adopt guidelines for the affiliation of associations with CSG; F. Review appropriate financial reports including CSG’s IRS Form 990 prior to filing and all reports of auditors; and 12 13 14 G. Take other necessary interim actions to govern CSG, subject to review by the CSG Executive Committee. 15 16 Section 4. Voting: Each member of the CSG Leadership Council willshall be entitled to one (1) 17 vote. No vote may be cast by a proxy. 18 19 Section 5. Meetings: The CSG Leadership Council willshall meet at the call of the CSG 20 National Chair or upon the petition of one-third (1/3) of its members, either in person or by 21 sanctionedalternate electronic means. 22 23 Section 6. Quorum: A majority of the members willshall constitute a quorum for conducting 24 business of the CSG Leadership Council. 25 26 27 ARTICLE VI 28 STANDING AND POLICY COMMITTEES 29 30 31 Section 1. Standing Committees: A. Committee List: To conduct business on behalf of the organization and to fulfill its 20 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 purpose, CSG willshall maintain the following the Standing Committees: 2 3 (1) Finance Committee: Tthe Finance Committee willshall monitor the fiscal affairs of 4 CSG, review the financial implications of proposed plans before implementation, 5 and recommend an annual budget and schedule of state appropriations to the CSG 6 Executive Committee. In its role of providing financial oversight, the Finance 7 Committee serves as fiduciary, maintaining financial management rules for CSG. 8 The membership of the Finance Committee willshall consist of: the chair and 9 chair-elect (or vice chair in regions having no chair-elect) of each CSG region; one 10 (1) member from each region designated by the chair of each region; four (4) 11 members-at large designated by the CSG National Chair; up to four (4) members of 12 CSG Affiliate organizations represented on the CSG Executive Committee to be 13 designated by the CSG National Chair; two (2) advisors (non-voting), one (1) each 14 representing the executive and legislative branches of state government; and a chair 15 and vice chair of the Finance Committee to be designated by the CSG National 16 Chair and CSG National Chair-Elect. The CSG National Chair, CSG National 17 Chair-Elect, and CSG National Vice Chair of CSG willshall serve as ex -officio 18 voting members of the Finance Committee. 19 20 (2) Intergovernmental Affairs Committee: the Intergovernmental Affairs Committee 21 willshall review and monitor major intergovernmental issues and relevant court 22 cases and decisions impacting the states. The Intergovernmental Affairs Committee 23 willshall review all policy positions and resolutions approved by CSG’s Policy 24 Committees and may recommend these and other resolutions and policy statements 25 concerned with intergovernmental relations to the CSG Executive Committee. The 26 Intergovernmental Affairs Committee willshall periodically review and update its 27 resolutions and policy statements and ask other committees to review and update 28 theirs as necessary. The membership of the Intergovernmental Affairs Committee 29 willshall be appointed bi-annually by the CSG National Chair, and willshall include 30 two (2) participantsrepresentatives from each CSG region and one (1) 31 participantsrepresentative from each CSG affiliate organization. The CSG National 21 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 Chair and CSG National Chair-Elect willshall appoint two (2) Intergovernmental 2 Affairs Committee Co-Chairs or a Chair and Vice Chair. The CSG National 3 President, CSG National President-Elect, CSG National Vice President, CSG 4 National Chair, CSG National Chair-Elect, and CSG National Vice Chair of the 5 Council willshall serve as ex -officio voting members. 6 7 (3) Interbranch Affairs Committee: the Interbranch Affairs Committee willshall review 8 and monitor major interbranch issues and seek to foster a greater understanding of 9 the relationships among the branches of state government. The membership of the 10 Interbranch Affairs Committee willshall be appointed bi-annually by the CSG 11 National Chair in consultation with the CSG Leadership Councilwill. The CSG 12 National Chair and CSG National Chair-Elect willshall appoint two (2) Interbranch 13 Affairs Committee Co-Chairs or a Chair and Vice Chair in consultation with the 14 CSG Leadership Council. The CSG National President, CSG National 15 President-Elect, CSG National Vice President, CSG National Chair, CSG National 16 Chair-Elect, and CSG National Vice Chair of the Council willshall serve as ex - 17 officio voting members. 18 19 (4) Suggested State Legislation (SSL) Committee: Tthe SSL Committee willshall 20 review, select, and suggest state laws on topics of major interest to states for 21 dissemination to member jurisdictions. The purpose of the SSL Committee is to 22 identify new or unique state laws and to share such laws among member 23 jurisdictions. The consideration or dissemination of such laws does not constitute 24 an endorsement of the law nor does CSG advocate for the enactment of any such 25 law in any member jurisdictions. The SSL Committee’s membership willshall 26 include public sector members only and willshall include one (1) member from 27 each legislative chamber in each member jurisdiction; or two (2) legislative 28 members from unicameral legislatures; and one (1) legislative staff member from 29 each member jurisdiction recommended by the CSG National Chair and designated 30 by the appropriate legislative appointing authorities in the member jurisdictions. 31 The CSG National Chair and CSG National Chair-Elect willshall appoint two (2) 22 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 SSL Committee Co-Chairs or a Chair and Vice Chair. The Chair or Co-Chairs 2 willshall be legislators and the Vice-Chair willshall be legislative staff. The CSG 3 National President, CSG National President-Elect, CSG National Vice President, 4 CSG National Chair, CSG National Chair-Elect, and CSG National Vice Chair of 5 the Council willshall serve as ex -officio voting members. Five (5) members 6 present and voting willshall constitute a quorum for conducting business of the SSL 7 Committee. Any replacement of an SSL Committee member by the a member 8 jurisdiction’s legislative appointing authority or the appointment of a proxy 9 willshall be made no later than two (2) weeks prior to the date of the SSL 10 Committee meeting. 11 12 (5) National Meetings Committee: Tthe National Meetings Committee willshall 13 coordinate and recommend the dates and locations for CSG’s national meetings. 14 The National Meetings Committee willshall seek bids from member jurisdictions to 15 host a(2) meeting at least one (1) year, and preferably two (2) years, in advance 16 and make recommendations to the CSG Executive Committee for future sites and 17 dates of CSG national meetings. The membership of the National Meetings 18 Committee willshall be appointed by the CSG National Chair and willshall include, 19 but is not limited to, the CSG National President and CSG National Chair, 20 representatives of the three (3) past host jurisdictions, one (1) representative from 21 each of CSG's four (4) regions and representation from CSG’s private-sector 22 Associates Program. The CSG National Chair and CSG National Chair-Elect 23 willshall appoint the National Meetings Committee Co-Chairs or Chair and Vice 24 Chair. Committee members representing a member jurisdiction competing for 25 selection will be excluded from voting. 26 27 (6) 21st Century Foundation: Tthe 21st Century Foundation willshall be an operating 28 fund of CSG that directly solicits and administers funding for CSG initiatives and 29 priorities for both general and restricted purposes. The 21st Century Foundation 30 willshall be governed by a Board of Trustees and administered by CSG staff. The 31 Board of Trustees willshall be composed of not less than thirty-five (35), but no 23 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 more than fifty (50) members and willshall include both public and private sector 2 participantsrepresentatives of which the majority willshall be public sector 3 officials. Private sector members making qualifying contributions to the 21st 4 Century Foundation as established by the Board of Trustees willshall be entitled to 5 serve as trustees for a five-year (5) term. The Chair of the Board of Trustees 6 willshall be appointed by the CSG National Chair and the CSG National Chair- 7 Elect and the CSG Eexecutive Ddirector willshall act as president and chief 8 executive officer of the 21st Century Foundation. The 21st Century Foundation 9 willshall submit an annual report of its activities for approval to the CSG Executive 10 Committee. 11 12 (7) International Committee: the International Committee willshall be responsible for 13 coordination and development of activities in the international arena of importance 14 to U.S. states. Those activities willshall include, as appropriate, coordination of 15 exchanges and discussions between U.S. state and foreign government officials; 16 development and oversight of research and other projects involving international 17 issues and concerns; coordination of international activities involving more than 18 one CSG region or affiliate; and development of special meetings and symposia on 19 appropriate international issues of importance to state governments. Membership of 20 the International Committee willshall consist of legislators and other elected and 21 appointed state officials from all areas of the United States, appointed by the CSG 22 National Chair and to include members from all CSG regions. All CSG 23 International Partners designated by the CSG Executive Committee willshall be 24 entitled to one (1) voting member on the International Committee as appointed by 25 the highest elected representative of that affiliate and subject to approval by the 26 CSG National Chair. The CSG National Chair and the CSG National Chair-Elect 27 willshall appoint the International Committee Co-Chairs or Chair and Vice Chair 28 and may also designate non-voting associate members from the CSG Associates 29 program, foreign governments, or academia. 30 31 (8) CSG Associates Advisory Committee: the CSG Associates Advisory Committee 24 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 willshall assist CSG staff in identifying and recruiting potential associate members, 2 provide advice on developing and marketing techniques for the program, and make 3 recommendations to the CSG Executive Committee and CSG Leadership Council 4 for potential public/private partnership opportunities. The CSG Associates 5 Advisory Committee willshall consist of public members from all regions and 6 private representatives from CSG Associates. 7 8 9 B. Section. Standing Committee Membership: Uunless otherwise noted, only representatives from CSG member jurisdictions willshall be eligible to serve on CSG 10 Standing Committees. Appointments to CSG Standing Committees will be made 11 biennially for a two-year term provided all appointees serve at the pleasure of the 12 appropriate state appointing authority. Appointments to a CSG Standing Committee 13 made during the two-year term will expire at the conclusion of the biennium. A proxy 14 may be recognized upon written authorization from the appropriate state appointing 15 authority. In order to be valid, such a proxy must be presented to the appropriate 16 Standing Committee Chair or Co-Chairs prior to the call to order of any meeting. CSG 17 does not recognize proxies granted solely by Standing Committee members. CSG Past 18 National Chairs and CSG Past National Presidents of CSG willshall be ex officio 19 voting members of all standing committees. CSG Past National Chairs and CSG Past 20 National Presidents not in attendance at a Standing Committee meeting willshall not be 21 included in the overall committee membership roster number when counting to 22 determine the presence of a quorum. 23 24 C.Section. Standing Committee Appointments & Appointing Authorities: Tthe 25 following state leaders willshall be recognized as the appropriate authorities responsible 26 for making appointments to CSG Standing Committees: 27 28 29 (1) Executive Branch – governor of each member jurisdiction or other state-wide elected official whose jurisdiction covers the appointed participant; 30 31 (2) Legislative Branch - the highest ranking legislative leader elected by each 25 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 legislative chamber from each member jurisdiction; and 2 3 4 (3) Judicial Branch - The highest ranking judicial official from each member jurisdiction. 5 6 D.Section. Standing Committee Voting & Quorum: Except as otherwise noted in this 7 Article, each member of a CSG Standing Committee willshall be entitled to one (1) vote. 8 No vote may be cast by a proxy. At any meeting of a CSG Standing Committee the 9 presence (either physical or through sanctioned electronic means) of Committee members 10 representing greater than one-fourth (1/4) of the total CSG member jurisdictions with 11 appointments to the Committee willshall constitute a quorum and any action of a CSG 12 Standing Committee willshall require a majority vote. 13 14 E.Section. Standing Committee Meetings & Notice: CSG Standing Committees 15 willshall meet in conjunction with CSG’s national meetings and at such other times as 16 called for by the Standing Committee Chair or Co-Chairs or the national CSG National 17 Chair. All Standing Committee members willshall be provided two (2) -weeks advance 18 notice of any policy positions or resolutions requiring a vote. No Standing Committee 19 may waive the two (2)- week (2) notification rule for acting on proposed policy positions 20 or resolutions. 21 22 Section 2. Policy Committees: tThe CSG Leadership Council, subject to the review of the CSG 23 Executive Committee, may create such Policy Committees and designate such members to 24 Policy Committees as may be necessary to advance the mission of CSG. Upon creation, Policy 25 Committees willshall only exist for two (2)- years (2), unless renewed by the CSG Leadership 26 Council, subject to the review of the CSG Executive Committee. 27 28 A.Section. Policy Committee Membership: CSG Policy Committee membership may 29 include both public-sector representatives from CSG’s member jurisdictions and private- 30 sector non-voting representatives from CSG’s Associates Program. Public-sector 31 appointments to CSG Policy Committees will be made biennially for a two-year term 26 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 provided all appointees serve at the pleasure of the appropriate state appointing authority. 2 Appointments to a CSG Policy Committee made during the two-year term will expire at 3 the conclusion of the biennium. Private-sector terms of appointment to CSG Policy 4 Committees will be for one-year. Private-sector membership on any Policy Committee 5 may not exceed twenty-five percent (25%) of the total Policy Committee membership 6 roster. A public-sector proxy may be recognized upon written authorization from the 7 appropriate state appointing authority. In order to be valid, such a proxy must be 8 presented to the appropriate Policy Committee Chair or Co-Chairs prior to the call to 9 order of any meeting. CSG does not recognize proxies granted solely by Policy 10 Committee members. In order to be valid, such a proxy must be presented to the 11 appropriate Policy Committee Chair or Co-Chairs prior to the call to order of any 12 meeting. CSG does not recognize proxies granted solely by Policy Committee members. 13 CSG Past National Chairs and CSG Past National Presidents of CSG willshall be ex 14 officio voting members of all Policy Committees, so long as they are an elected or 15 appointed state official. CSG Past National Chairs and CSG Past National Presidents not 16 in attendance at a Policy Committee meeting willshall not be included in the overall 17 committee membership roster number when counting to determine the presence of a 18 quorum. 19 20 B.Section. Policy Committee Appointments & Appointing Authorities: Tthe following 21 state leaders will be recognized as the appropriate authorities responsible for making 22 appointments to CSG Standing Committees: 23 24 25 (1) Executive Branch – The governor of each member jurisdiction or other state-wide elected official whose jurisdiction covers the appointed participant; 26 27 28 (2) Legislative Branch - Tthe highest ranking legislative leader elected by each legislative chamber from each member jurisdiction; and 29 30 31 (3) Judicial Branch - The highest ranking judicial official from each member jurisdiction. 27 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 Private-sector non-voting representatives to Policy Committees will be appointed by the 3 CSG National Chair and will be members in good standing of CSG’s Associates Program. 4 5 C.Section. Policy Committee Voting & Quorum: Except as otherwise noted in this 6 Article, each public-sector member of a CSG Policy Committee willshall be entitled to one 7 vote. No vote may be cast by a proxy. At any meeting of a CSG Policy Committee the 8 presence (either physical or through sanctioned electronic means) of public-sector 9 committee members representing greater than one-fourth (1/4) of the total CSG member 10 jurisdictions with appointments to the committee willshall constitute a quorum and any 11 action of a CSG Policy Committee willshall require a majority vote. 12 13 D.Section. Policy Committee Meetings & Notice: CSG Policy Committees willshall 14 meet in conjunction with CSG’s national meetings and at such other times as called for by 15 the Policy Committee Chair or Co-Chairs or the national CSG National Chair. All Policy 16 Committee members willshall be provided two (2)- weeks advance notice of any policy 17 positions or resolutions requiring a vote. No Policy Committee may waive the two (2)- 18 week (2) notification rule for acting on proposed policy positions or resolutions. 19 20 21 ARTICLE VII 22 REGIONAL ORGANIZATION 23 24 Section 1. CSG Regions: CSG will have four (4) regions to foster a greater understanding of 25 issues unique to each region and to provide a regionally based forum for state officials. Each 26 region will be governed by a governing authority established pursuant to that region’s enacted 27 governing documents. A region may exercise such duties and powers not in conflict with or 28 otherwise prohibited in these Articles of Organization. 29 30 Section 2. Regional Rules: 31 28 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 A. Each CSG region will adopt governing rules including: 2 1. Purpose Statement 3 2. Membership 4 3. Officers and Elections 5 4. Executive Committee 6 5. National Leadership Nomination Process 7 6. Committees 8 7. Policy Resolution Process 9 8. Meetings 10 9. Regional Director, Staff and Annual Evaluations 11 10. Amendment Process 12 13 B. 14 Each CSG regional governing authority will annually approve a budget for the region which will be timely submitted to the CSG Executive Director. 15 16 Section 3. Regional Director: The Regional Director is an at-will employee of CSG and serves 17 at the pleasure of the regional governing authority and may be discharged pursuant to that 18 region’s enacted governing documents. 19 20 A. 21 Responsibilities: Each region’s Regional Director: 1. Is responsible for directing regional activities and programs, including day-to-day operations of that region. 22 23 2. Will be a Deputy Executive Director of CSG. 24 3. Employs and discharges other CSG employees associated with that region. 25 26 27 B. Appointment, Compensation and Review: Each CSG region will, pursuant to that region’s governing documents: 28 1. Appoint and assign responsibilities to a Regional Director. 29 2. Establish compensation for a Regional Director. 30 3. Annually review the performance of a Regional Director and provide its written 31 review to CSG’s human resources director. 29 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 Section 21. Council Regional CompositionRegions: Regions of CSGthe Council willshall 3 comprise the following member jurisdictions: 4 5 A. Eastern RegionCSG East: Connecticut, Delaware, District of Columbia, Maine, 6 Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, the 7 Commonwealth of Puerto Rico, Rhode Island, Vermont, and the Territory of the Virgin 8 Islands. 9 10 11 B. Midwestern RegionCSG Midwest: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin. 12 13 C. Southern RegionCSG South: Alabama, Arkansas, Florida, Georgia, Kentucky, 14 Louisiana, Maryland, Mississippi, Missouri, North Carolina, Oklahoma, South Carolina, 15 Tennessee, Texas, Virginia, West Virginia. 16 17 D. Western RegionCSG West: Alaska, the Territory of American Samoa, Arizona, 18 California, Colorado, the Territory of Guam, Hawaii, Idaho, Montana, Nevada, New 19 Mexico, Oregon, Utah, Washington, Wyoming, and the Commonwealth of the Northern 20 Mariana Islands. 21 22 Section 23. Amendments to Regional Structure: The regional structure defined in Article VII, 23 Section 1 2 willshall not be amended except by the affirmative vote of two-thirds (2/3) of the 24 members present and voting at a meeting of the CSG Executive Committeemeeting of the 25 Governing Board. NoA motion to reassign a member jurisdiction consider moving a member 26 jurisdiction from one region to another will be in order only considered by the unless if 27 endorsed in writing by suchthat member jurisdiction’s Governor, and the highest legislative 28 leader elected by each legislative chamberthe presiding officer of each chamber of the member 29 jurisdiction’s legislative branch., but at least one affirmative vote must be cast from not less than 30 twenty-six member jurisdictions. Written notice of any proposed amendment to Article VII, 31 Section 1 2 willshall be mailed provided to all Governing BoardCSG Executive Committee 30 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 members at least thirty days (30) prior to the meeting during which the amendment is to be 2 submitted to a vote. The proposed amendment may not thereafter be further amended without 3 similar written notice, except by a vote of two-thirds (2/3) of the members present and voting. 4 5 Section 34. Offices: The Council shall maintain a headquarters office at Lexington, Kentucky, a 6 federal liaison office and a Southern Governors' Association office in the District of Columbia, 7 and regional offices in each of the four regions. The regional offices shall be established in 8 locations approved by the appropriate regional governing authorities. 9 10 Section 4. Regional Organization and Services: The regionsal offices willshall provide 11 services to CSG’sthe Council's Regionsal Conferences and to the Regional Governors' 12 Conferences; and may render assistance to regional groupings of affiliated and cooperating 13 organizations of CSGthe Council and other state officials, be of assistance to individual 14 Members comprising the regions, and perform such other duties as may be appropriate. The 15 enumeration of Members member jurisdictions by regions in Article VII, Section 21 hereof 16 willshall not preclude cooperation among Members member jurisdictions which fall in different 17 regions, and regional office services to such groups of Members member jurisdictions willshall 18 be considered appropriate. 19 20 Section 5. Regional Annual Meetings. With the goal of attempting to avoid conflicting meeting 21 dates, Tthe dates of each regional conference annual annual meetings of a region willshall be 22 coordinated in advance with the CSG Executive Director. 23 24 25 ARTICLE VIII 26 CSG JUSTICE CENTER 27 28 Section 1. Purpose: CSG will have a Justice Center whose purpose is to provide information and 29 assistance to member jurisdictions on criminal justice and public safety matters. The CSG Justice 30 Center will be governed by a governing authority established pursuant to governing documents 31 enacted by the CSG Justice Center. The CSG Justice Center may exercise such duties and 31 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 powers not otherwise in conflict with or prohibited herein. 2 ARTICLE IXVII 3 RELATED ORGANIZATIONS 4 5 Section 1. Affiliated Organizations: Upon the approval of the CSG Executive Committee, 6 CSGthe Council is authorized to grant affiliate status to qualified petitioning organizations and 7 may, as agreed, provide financial assistance, secretariat and other staff services to such affiliated 8 organizations. CSG’sThe Council's relationships with such affiliated organizations willshall be 9 defined, established and terminated as provided in the Framework for Affiliation, which shall be 10 approved by the CSG Executive Committee. 11 12 13 ARTICLE IXVIII 14 DISSOLUTION 15 16 Section 1. Distribution of Assets: In the event of the dissolution of The Council of State 17 Governments, and following the satisfaction of all debts and liabilities in accordance with the 18 CouncilCSG’s Rules for Financial Management as established by the CSG Executive 19 Committee, any Council assets managed by CSG the Council’s Regional Conferences and 20 Regional Governors’ Conferences willshall be distributed to the member states that comprise the 21 regional entities corresponding to each asset. The manner of distribution willshall be determined 22 by the appropriate regional governing authority. All remaining Council CSG assets willshall be 23 distributed to the member jurisdictions in the proportion which each member jurisdiction 24 contributed to the support of the CouncilCSG during the five-year (5) period immediately 25 preceding dissolution. Any assets so distributed to a member jurisdiction willshall be used for a 26 public purpose. 27 28 29 30 31 32 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012) CSG National Governance Working Group – DRAFT (5/24/2012) 1 2 ARTICLE XIVIII IX 3 AMENDMENTS 4 5 Section 1. Method: The Governing BoardCSG Executive Committee at any meeting may 6 amend these Articles of Organization, unless otherwise provided herein, except Article V, 7 Section 1, by a simple majority vote of those presentthe delegates present and voting, but at least 8 one (1) affirmative vote must be cast from not less than twenty-six (26) member jurisdictions. 9 Article VII, Section 1 2 may only be amended as provided in Article VII, Section 23. Written 10 notice of any proposed amendment, including an explanatory statement, willshall be mailed 11 provided to all Governing BoardCSG Executive Committee members at least thirty (30) days 12 prior to the meeting at which the amendment is to be submitted to a vote. The proposed 13 amendment may not thereafter be further amended without similar written notice, except by a 14 vote of two-thirds (2/3) of the members present and voting. 15 16 Section 2. Suspension: The provisions of Section 1 of this Article may only be suspended by 17 unanimous consent of those present and voting. 33 CSG Articles of Organization as Revised April 18, 2004 CSG National Governance Working Group – DRAFT (5/24/2012)
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