VCOG, Inc. By-Laws

Volusia Council of Governments

Charter and Bylaws
SECTION 163.02, FLORIDA STATUTES
Authorizing the Creation of Voluntary Councils of Local Public Officials

PREAMBLE

We, the representatives of local government in Volusia County, Florida, hereby join together in a voluntary organization to be known as VCOG, INC., and hereinafter to be called “VCOG” for the purpose of: 1) seeking solutions to common problems; 2) identifying and discussing mutual challenges and opportunities; 3) formulating and recommending areawide goals, objectives, plans, programs and policies; 4) encouraging and supporting coordinated cooperative programs and projects of benefit to member governments; and 5) strengthening local home rule while combining resources to achieve those things beyond the scope of individual jurisdictions.

VCOG, INC. is not, nor is it intended to be, a substitute for local government. It is, however, an organization through which individual local government units can work on regional problems and coordinate efforts.

PURPOSE: The purpose of VCOG is to, among other things:

Address and bring into focus areawide problems and potentials;
Assemble and disperse information of areawide interest;
Serve as a forum to achieve effective communication, coordination and cooperation among local governments and the public;
Formulate, endorse and recommend plans, programs, policies and priorities for managing areawide growth and development;
Review, comment upon, and coordinate Federal, State, and local programs of both areawide and individual community importance;
Make, or cause to be made, detailed studies by staff or consultants of such matters and concerns as deemed appropriate and necessary, including, but not limited to, matters affecting health, safety, welfare, education, the economy, the environment, and areawide development and improvement;
Employ such other powers and functions as exercised by the member local governments to resolve matters of mutual concern, providing, however, that any authority granted to VCOG by these Bylaws or in any interlocal agreement shall not obligate any existing local government without the consent of the governing body of the affected local government.

Duties and Responsibilities: The VCOG Governing Board shall, among other things:

Adopt bylaws designating the officers of the council and providing for the conduct of its business;
Adopt at its meeting in September an annual budget to commence October 1st of the same year, and if and when necessary, a fee schedule or assessment program;
Appropriate funds to meet the necessary expenses of the council. The council may employ a staff, consult and retain experts, and purchase or lease, or otherwise provide for such supplies, materials, equipment and facilities as it deems desirable and necessary;
Initiate, advise, and aid in the establishment of, or when necessary, the amendment of cooperative arrangements and interlocal agreements among local governments and with State and Federal agencies;
Make or cause to be made such studies or reports as deemed necessary;
Resolve membership questions;
Make recommendations, as appropriate under State and Federal law, to any local governments or to other agencies or entities;
Accept funds, grants, gifts and services from the Federal Government , the State of Florida, from any other governmental unit whether participating in VCOG or not, and from private and civic sources;
Make an annual report of its activities to member governments and to have an annual audit by a Certified Public Accountant or equal. A copy of said audit shall be delivered to each voting member;
Provide that VCOG serve as the depository for the Volusia League of Cities’ finances and provide administrative support in coordinating activities and lobbying efforts for the Volusia League of Cities as approved by the VCOG Governing Board.

Membership: Each member government appoints a VCOG voting representative from its governing body.

Membership in the Volusia Council of Governments is voluntary and is determined by passage of a resolution. There are two types of memberships: (a) voting member; and (b) associate member:
Pursuant to Section 163.02 of Florida Statutes, voting membership shall be open to the governing bodies, special district, or other subdivision of the State, hereinafter referred to as a "local government" which is located in Volusia County, Florida.
Associate membership is open to all non-governmental organizations upon approval by the VCOG Governing Board. Associate members have no voting rights.
Voting members consist of the following:
Volusia County, as determined by the State of Florida and pursuant to State Statute;
All incorporated cities, municipalities, towns, and villages within Volusia County as determined by the State of Florida and pursuant to State Statute;
Volusia County School District, as determined by the State of Florida and pursuant to State Statute and whose board is elected by the citizens within the County of Volusia;
Each member government is entitled to one (1) voting representative. The representative from each member shall be an elected official. The voting representative from municipal governments will be the Mayor or a member of its governing body that represents the Mayor. The voting representative of Volusia County will be the Chair of the County or a member of its governing body that represents the Chair. The Volusia School District voting representative will be a member from its board. Each member government will also appoint an alternate representative who will attend meetings when the designated representative is absent. The alternate shall be an elected official and will have all rights the designated representative has during the meetings.
To become a voting member and to retain membership in VCOG, a local government shall:
Formally enter into an interlocal agreement as provided by Florida Statute Section 163.02;
Agree to comply with the requirements of these Bylaws;
Actively participate in VCOG’s programs and activities;
Pay all dues and assessments approved by the VCOG Governing Board;
Attendance of the elected voting representative at meetings. If the voting representative has three (3) or more unexcused absences from meetings, VCOG will request the local government to send another member of their governing body.
Associate Members consist of the following:
Any non-governmental organization approved by the VCOG Governing Board;
To become an associate member and to retain membership in VCOG, a non-governmental organization shall submit a letter of interest for approval by the VCOG Governing Board;
Agree to comply with the requirements of these Bylaws;
Actively participate in VCOG’s programs and activities;
Pay all dues and assessments approved by the VCOG Governing Board;
The representative of an Associate member may be any of the following:
The elected chief executive of the governing body of the organization;
If the organization does not have an elected chief executive, a member of its governing body chosen by such body to be its representative; or
A high level staff member appointed by the chief administrative officer of the organization’s governmental body.
Any member may withdraw from VCOG upon sixty (60) days notice and formal action of its governing body.

Election Procedures: Voting representatives make up the VCOG Governing Board of Directors. The election procedure is as follows:

Elections shall be held in November for Chair, Vice-Chair, Secretary/Treasurer, and other officers as required. The term of office for each elected officer shall be one (1) year and begin the first day of the month of January;
The Chair shall appoint a Nominating Committee in October;
Nominations shall be presented at the November meeting;
The Governing Board votes on the Chair, Vice Chair and the Secretary/Treasurer;
The Chair shall be recognized as the official head of the VCOG Governing Board and shall preside at all meetings and perform such duties as prescribed by the Bylaws and as may be imposed by the VCOG Governing Board. The Chair shall have a voice and a vote in the proceedings of the VCOG Governing Board. In the absence of the Chair, the Vice-Chair shall perform his duties;
A vacancy in the office of Chair, Vice-Chair, or Secretary/Treasurer shall be filled by a vote of the majority of the remaining VCOG Governing Board;

Executive Committee: The Executive Committee shall be comprised of the following:

Chair, Vice-Chair, Secretary/Treasurer and four at-large members;
Any Executive Committee meeting(s) can be called at the discretion of the Executive Director or upon call of the Chair. The Executive Committee shall meet at least six (6) times a year. All items for the agenda of a VCOG Governing Board meeting shall first get approval by a majority of the Executive Committee;

Meeting Procedures: Meeting procedures are as follows:

The presiding officer shall preserve order and decorum at all meetings of the VCOG Governing Board;
The Chair may establish, with approval of the VCOG Governing Board, standing, ad hoc, and technical committees;
The VCOG Governing Board shall meet at least eight (8) times a year. The VCOG Governing Board shall also meet upon call of its Chair, or by petition of one-third (1/3) of the voting membership of VCOG;
Robert’s Rules of Order, as revised and modified by the VCOG Governing Board from time to time, are hereby designated and established as supplementary rules of procedure to govern the conduct of meetings of the VCOG Governing Board, when said Robert’s Rules of Order are not in conflict with VCOG’s Bylaws;
No action may be taken by the VCOG Governing Board unless a quorum is present. A quorum shall exist only when there is present both: (a) a majority of the voting members of the VCOG Governing Board without regard to the weight of votes; and (b) voting members representing more than 40% of all weighted votes;
Any item(s) shall first get approval of a super majority of 2/3rd of its members in attendance, and not on a weighted basis for item(s) not on the agenda requiring action;
Voting is based on the following:
Each member of the Governing Board (excluding Associate members) shall be eligible for and entitled to a vote on all VCOG matters;
A voice vote (unweighted - 1 vote) shall be taken unless a member calls for a weighted vote. Weighted vote is based on percentage of populous of each member government;
Any member may call for a recount of a voice vote using the weighted vote, provided such recount is called for immediately following the voice vote;
A weighted vote may be called for to decide only those issues which are specifically covered by the VCOG agenda. Weighted votes shall be determined as follows:
Each local government member's proportion of the total VCOG membership vote shall be equal to the proportion of total county resident population represented by that member, round to the nearest one-tenth of one percent;
For the purposes of this section, only the unincorporated area population of the County shall be counted as Volusia County's represented population. Resident population shall be the latest available final population estimates prepared by the University of Florida, Bureau of Economic and Business Research, under contractual agreement with Florida Legislature, in accordance with Florida Statutes, Section 186.901;
For the purpose of this section, only the total number of employees at the first of each year will represent the School Board population.
No member shall have the power to vote by proxy. Only those members present at a meeting may vote.
Associate Member is based on the following:
An Associate member shall be entitled to: (a) full participation in VCOG programs/activities as specifically authorized for each Associate member by VCOG's Governing Board at a regular or special meeting; and (b) receive VCOG publications;
An Associate member shall be entitled to vote as a member of a VCOG committee in which it is authorized to participate;
In accordance with Florida State Statutes, an Associate member shall not have voting privileges at a meeting of voting members. An Associate member shall be entitled otherwise to full participation and discussion.

Membership Dues and Fees: Membership dues and fees are as follows:

Voting Member:
Membership dues, service fees, matching grant monies, or other charges may be prorated among the member governments on an annual basis. Special projects, dues and service fees requested from member governments shall be approved by the VCOG Governing Board;
Dues will be assessed to each member using the weighted vote guidelines. A per capita figure will be used to compute each local government's portion of funding;
A member shall be considered delinquent in its payment of dues if the full dues assessment has not been received by VCOG within 90 days after the due date;
A member that is delinquent in its payment of dues may continue to participate in all VCOG matters and shall be entitled to a voice at VCOG meetings. However, that member shall be denied its voting privileges, its right to hold an office on the VCOG Governing Board together with its rights, privileges, and benefits as are conveyed with membership until such time as full payment of its dues has been received by VCOG;
At the VCOG Governing Board’s option, a member that is delinquent one year or more in its payment of dues may be reinstated with all the rights and privileges held by members in good standing. Such reinstatement may be granted by the VCOG Governing Board to a delinquent member only upon receipt by VCOG of the latest annual dues assessment for that member;
In the event that a member voluntarily withdraws or is removed from VCOG by the Governing Board for non-payment of dues, said member shall not be entitled to a return of any portion of previously paid fees;
Associate Member dues shall be a flat fee established at a meeting of the voting members of VCOG.
All categories of new members may join VCOG during a fiscal year upon payment of a pro rata portion of dues for the remainder of the current fiscal year.

STAFF: The VCOG Governing Board shall have the authority to appoint and remove an Executive Director as the Chief Executive and Administrative Officer.

The Executive Director's primary mission is to effectively and efficiently carry out the policies and directives of the VCOG Board and supervise the day-to-day activities of the Agency and all its divisions. The Executive Director's office maintains all records of the Board, including the official minutes, resolutions, bylaws and committees.
To supplement staff work, the executive director may contract with appropriate consultants to carry out specific projects when necessary and based on approval by the VCOG Governing Board.
The Executive Director shall serve at the pleasure of and upon the terms prescribed by the VCOG Governing Board. The powers and duties of the Executive Director are:
To serve as the Chief Administrative Officer of VCOG and to be responsible to the VCOG Governing Board for the proper administration of all VCOG affairs;
To appoint, supervise, suspend, discipline, or remove VCOG employees subject to those policies and procedures from time to time adopted by the VCOG Governing Board:
To supervise and direct the preparation of the annual budget for VCOG and be responsible for its administration after adoption by the VCOG Governing Board;
To formulate and present to the VCOG Governing Board plans for VCOG's activities and the means to finance them;
To supervise the planning and implementation of all VCOG's activities;
To prepare and submit to the VCOG Governing Board periodic financial reports and, as soon as practicable after the end of each fiscal year, a complete report of the finances and administrative activities of VCOG for the preceding year;
To have custody and charge of all VCOG property other than money and securities;
To perform such duties as the VCOG Governing Board may require in carrying out the policies and directives of the VCOG Governing Board;

Amendments

These Bylaws may be amended at regular or special meetings of the VCOG Executive Committee, provided that a written notice shall have been sent to each voting member at least thirty (30) calendar days in advance of the vote. Such notice shall state the amendments or changes that are proposed to be made to such Bylaws. Proposed amendments shall be approved by a 3/5 vote of the members.
THE FOREGOING CHARTER AND BYLAWS WERE DULY ADOPTED, AS AMENDED, BY THE VCOG GOVERNING BOARD MEMBERS AT THE REGULAR MEETING HELD ON JANUARY 26, 2009, IN THE VCOG CONFERENCE ROOM, 2570 W. IINTERNATIONAL SPEEDWAY BLVD., SUITE 120, DAYTONA BEACH, FLORIDA; TO BECOME EFFECTIVE IMMEDIATELY UPON ADOPTION.