CONSTITUTION

 

Amended October 4, 2007

 

ARTICLE ONE

NAME

The name of the organization shall be the Council of Geographic Names Authorities within the United States, hereinafter referred to as the Council. The Council shall also be known by the acronym CoGNA.

 

ARTICLE TWO

PURPOSE

The Council of Geographic Names Authorities is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Whereas geographic names are an integral part of a nation's cultural heritage, the purpose for which the Council is hereby established is to promote an association of state geographic names authorities, boards, councils, committees, and coordinators (hereinafter referred to as state authorities) of the United States to:

 

1. Promote standardization of procedures in assigning or authorizing the names of geographic features within the United States;

 

2. Promote cooperation among federal and state agencies that have some degree of responsibility in maintaining data bases of names for geographic features and/or cultural entities as mandated by the United States Board on Geographic Names, hereinafter referred to as the USBGN;

 

3. Make available geographic-name information to officials of governmental agencies and public and private enterprises (foreign and domestic), and the general public;

 

4. Provide a professional and educational forum at which members of the Council, Federal Advisory Group, International Advisory Group, and interested citizens may present research papers and/or workshops and to learn about the “Principles, Policies, and Procedures” concerning geographic names and the naming processes within the United States;

 

5. Co-sponsor an annual conference at which members of the Council may take appropriate actions or make recommendations to relevant federal and state agencies regarding purposes 1, 2, 3, and 4.

 

ARTICLE THREE

MEMBERSHIP (VOTING)

1. One representative from each state geographic names authority within the United States;

 

2. The Chair (or Chair designee) of the Domestic Names Committee (hereinafter referred to as the DNC) of the USBGN;

 

3. The Executive Secretary (or designee) of the DNC, USBGN

 

4. Two at large members of the Executive Committee elected from the state geographic names authorities, and/or the Advisory Groups.

 

ARTICLE FOUR

OFFICERS AND COMMITTEES

SECTION 1. OFFICERS

1. An EXECUTIVE SECRETARY shall be elected by the Council and appointed as the officer responsible for conducting all business of the Council except for presiding over the annual conference. The Executive Secretary shall serve as TREASURER for the Council.  The Executive Secretary shall serve until a new Executive Secretary is elected at a duly called annual business meeting or, if necessary at an emergency meeting of the Council called by the Executive Committee.

 

2. A CONFERENCE CHAIR, hereinafter referred to as Chair, for a one-year term, shall be elected at each annual business meeting of the Council to organize under directions and guidance of the Executive Committee the Conference of Geographic Names Authorities for the following year.  The term of office of the Chair shall extend from the end of one annual conference until the end of the annual conference for which he/she is responsible.

 

3. A CONFERENCE CHAIR-ELECT, hereinafter referred to as Chair-Elect, for a one-year term shall be elected at each annual business meeting of the Council to make preliminary plans under directions and guidance of the Executive Committee for the Conference of Geographic Names Authorities two years afterward.

 

4. The immediate PAST CONFERENCE CHAIR hereinafter referred to as Past Chair shall serve as a member of the Executive Committee of the Council.  The term of office of the Past Chair shall be one year.

 

5. Two EXECUTIVE COMMITTEE MEMBERS shall be elected by the Council.  One Board member will be elected on each even numbered year and one on each odd numbered year, for two-year terms at the annual business meeting.

 

SECTION 2. COMMITTEES

1. The EXECUTIVE COMMITTEE of the Council shall consist of the following members: Executive Secretary of the Council, Chair of the Council, Chair-Elect of the Council, immediate Past Chair of the Council, the Executive Secretary of the DNC, USBGN, and two at large Executive Committee Members. At large members may be re-elected twice. The Executive Committee shall be responsible for overseeing the year-to-year operation and business of the Council including providing directions and guidance in the planning of the annual conference in conjunction with the Chair and his/her state authority planning committee.  The Executive Committee shall provide the final approval on all of the annual conference matters and program.

 

2. The Executive Committee may appoint committees as necessary to assist in conducting the business of the Council.

 

ARTICLE FIVE

MEETINGS

SECTION 1.  EXECUTIVE COMMITTEE MEETINGS

1. The Executive Committee of the Council may meet at each annual conference at some time prior to the annual business meeting.

 

2. The Chair or Executive Secretary of the Council may call a special meeting of the Executive Committee as necessary when business cannot be conducted by mail or by telephonic or electronic communication.

 

3. The Executive Committee may conduct business by mail or telephonic or electronic means as circumstances warrant.

 

SECTION 2. ANNUAL BUSINESS MEETING

1. Representatives and/or deputies of the Council shall convene at a time announced in the program of the annual conference to conduct the annual business of the Council. Council business shall be conducted by a simple majority of the Council of representatives or deputies present. The Executive Secretary shall declare a quorum if 20% of the states are represented in person by state authorities or their deputies.

 

2. The Executive Committee may call a special meeting of the Council or may poll the Members of the Council by mail or telephonic or electronic communication if actions are needed during the period between annual conferences.

 

ARTICLE SIX

ELECTIONS

SECTION 1. ELECTION OF EXECUTIVE COMMITTEE MEMBERS

At each annual business meeting, the Council shall elect, by simple majority, a Chair and

 

a Chair-Elect to serve for the following year, and one at large Executive Committee Member to serve for the following two years.

 

SECTION 2. EMERGENCY ELECTIONS

 

With the exception of the Executive Secretary of the DNC, USBGN; If a member of the Executive Committee is unable to continue in office for any reason before his/her term has expired, the Executive Committee shall conduct an emergency election for a replacement to serve the remainder of the term.

 

ARTICLE SEVEN

ANNUAL CONFERENCE

SECTION 1. TIME OF MEETING

The Chair of the Council under directions and guidance of the Executive Committee shall organize a conference in which members of the Council and interested parties may convene, usually during the month of August, September, or October of the year in which he/she serves as Chair.

 

 Section 2. Purpose

The annual conference shall provide the primary forum for exchange of common-interest information with respect to the official designation of geographic names. Official designation shall be, as prescribed by the USBGN, names of relevant geographic features and cultural entities within geographical areas over which the Council and state authorities have responsibility. The DNC, USBGN may use the conference as a forum to provide information to the state authorities or to seek information from them. State authorities, through their representatives and/or deputies, may use the conference as a forum to seek information and/or advice from the USBGN and associated federal agencies or to make recommendations to the USBGN and/or associated federal and state agencies.

 

SECTION 3. ATTENDANCE

The annual conference of the Council is open to representatives, deputies, and members of state authorities, the USBGN, other state and federal agencies; advisory groups; and interested citizens of the United States; and representatives from federal or state/province agencies of other countries. Expenses for the annual conference shall be paid by means of registration fees charged to those in attendance.

 

SECTION 4. LIAISON WITH FEDERAL AGENCIES

The Executive Secretary of the DNC, USBGN shall serve in an advisory capacity on matters concerning state authorities and agencies of the Federal Government. The Executive Committee of each annual conference shall, in coordination with the Executive Secretary of the DNC, USBGN, include in the conference a plenary session in which the DNC, USBGN conducts its monthly meeting.

 

ARTICLE EIGHT

FEDERAL ADVISORY GROUP

SECTION 1 MEMBERSHIP (NON VOTING)

Membership shall be one (1) designated person from any federal agency currently producing maps and/or Geographic Information Systems data or with timely input regarding geographic-name issues within their jurisdiction.

 

SECTION 2. FUNCTION

The federal advisory group shall advise the Council and conference participants relative to geographic name collection, cartographic and/or Geographic Information Systems techniques, and any associated activities as members of the group deem relevant to the responsibilities of members of the Council.

 

ARTICLE NINE

INTERNATIONAL ADVISORY GROUP

SECTION 1. MEMBERSHIP (NON VOTING)

Membership may include (1) person from each Province or Territory of Canada or State of Mexico and one (1) person representing the federal governments of Canada and Mexico.

 

SECTION 2. FUNCTION

The International Advisory Group shall advise the conference and Council as to geographic name policy in their respective countries/states/provinces/territories; help resolve problems that may transcend international boundaries; and assist in broadening the conference perspectives relating to geographic names.

 

ARTICLE TEN

FINANCES

Section 1.  The Council of Geographic Names Authorities shall be registered as a tax exempt, not-for-profit association with the Internal Revenue Service. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Section 2. The Fiscal Year of the Council shall be January 1 through December 31 of each year.

 

Section 3. The expenses of the Council shall be met by income from the annual conference, contributions, gifts, royalties, grants from interested individuals or organizations, and such other means as the Executive Committee may prescribe or approve.

 

Section 4.  The Executive Committee shall review all expenditures of the Council and conference.

 

Section 5. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

In the event the Council elects to dissolve, all assets remaining after legal obligations are met shall be donated to the Lurline H. Coltharp Collection of Onomastics: The Library, The University of Texas at El Paso, El Paso, Texas 79968.

 

ARTICLE ELEVEN

 

AMENDMENTS

Section 1.  Amendments to the Constitution or Bylaws of the Council may be initiated at least 50 days prior to an annual business meeting by the Executive Committee or by a petition signed by three or more members who are eligible to vote at the annual business meeting.

 

Section 2.  Proposed amendments to the Constitution or Bylaws shall be presented to the membership of the Council in writing at least 30 days prior to the annual business meeting at which a vote is scheduled.

 

Section 3.  Amendments to the Constitution require a two-thirds majority of Council members present and voting at an annual business meeting.

 

Section 4. Amendments to the Bylaws require a simple majority of Council members present and voting at an annual business meeting.

 

Approved and ratified by the Council, September 10, 1998

1998 Executive Committee:

Jack Studley, Chair; Tim Gregg, Chair-Elect; Tim Norton, Past-Chair; Roger Payne, Executive Secretary, USBGN; and T. Wayne Furr, Executive Secretary, COGNA

 

Amended by unanimous vote of the Council members

October 4, 2007

Lexington, KY

 

BYLAWS

 

ARTICLE ONE: DUTIES OF OFFICERS

SECTION 1. EXECUTIVE SECRETARY

The EXECUTIVE SECRETARY shall conduct the daily business of the Council, preside over the Executive Committee of the Council, apprise members of the Executive Committee of any actions that are needed, and conduct necessary correspondence related to the operation of the Council. The Executive Secretary shall be responsible for planning the annual business meeting of the Council and appoint a SECRETARY torecord minutes of the annual business meeting at each annual conference. The Executive Secretary shall publish and distribute through the Council’s web site information pertinent to the members and Advisory Groups of the Council of actions under consideration, actions taken by the Council, plans for future actions, and other matters of interest to members of the Council. The Executive Secretary shall serve as TREASURER for the Council.

 

SECTION 2. CONFERENCE CHAIR HEREINAFTER REFERRED TO AS CHAIR

Under the directions and guidance of the Executive Committee duties of the CHAIR shall be to organize and preside over the annual conference during the year following his/her confirmation as Chair. The Chair shall appoint appropriate committees to organize and conduct the program for the annual conference, determine registration fees, and perform other necessary duties in regard to the annual conference. The Chair shall be responsible for negotiating contracts with suppliers of goods and services for the annual conference held during his/her tenure.  The Executive Committee has the responsibility of approving all matters of the annual conference including but not limited to contracts, registration fees, and final program.

 

SECTION 3. CONFERENCE SECRETARY

The Chair of each annual conference shall maintain records that will be needed in preparing a summary report of the conference or appoint a CONFERENCE SECRETARY to perform this duty. The term of office of the conference secretary shall extend from the time of appointment until all reports on the annual conference have been submitted to the Executive Committee of the Council. All reports are due within 90 days after the end of the conference.

 

SECTION 4. CONFERENCE CHAIR-ELECT HEREINAFTER REFERRED TO AS CHAIR-ELECT

Under the directions and guidance of the Executive Committee the CHAIR-ELECT shall make preliminary plans for the annual conference to be hosted by his/her state authority and to present these plans, orally or in writing, at the business meeting of the Council at the annual conference following his/her election.

 

Section 5. Past Conference Chair hereinafter referred to as Past Chair

The PAST CHAIR shall serve on the Executive Committee as a voting member for one year following his/her term as Chair. The Past Chair shall be responsible for completing and submitting to the Executive Committee a summary report of the annual conference for which he/she was responsible.

 

ARTICLE TWO

MEETINGS

SECTION 1. EXECUTIVE COMMITTEE

At an appropriate time during each annual conference, the Executive Committee for the next annual conference may meet to establish procedures that they will be following during the ensuing year. Except for meetings held at the annual conference, the Executive Committee may conduct business by mail or telephonic or electronic means as circumstances warrant. The Executive Committee has the responsibility of approving all matters of the annual conference including but not limited to contracts, registration fees, and final program. Decisions of the Executive Committee require a simple majority vote.

 

SECTION 2. ANNUAL BUSINESS MEETING

A simple majority vote of Members present shall be required for decisions except for amendments to the Constitution of the Council. In the event a state delegation cannot reach a decision, the delegation may be polled, a simple majority thereof determining that state’s one (1) vote.

 

ARTICLE THREE

ELECTIONS

SECTION 1. ELECTION OF CHAIR AND CHAIR-ELECT

At each annual business meeting, the Council shall elect, by simple majority of a quorum of membership (20%), a CHAIR, a CHAIR-ELECT, and EXECUTIVE COMMITTEE MEMBER(S) as provided in Article Four, Section 2, 3, and 5 of the Constitution of the Council.

 

SECTION 2. EMERGENCY ELECTIONS

Emergency elections, as specified in Article Six, Section 2, of the Constitution of the Council, may be conducted (1) by a special meeting of the Council in a suitable location (2) by mail, or (3) by electronic telephonic means. The Executive Committee shall determine, by a telephone conference call or by electronic mail, the most appropriate means of conducting the election. A simple majority of a quorum of the members of the Council (20%) shall be required for the emergency election to be valid.

 

ARTICLE FOUR

FINANCES

SECTION 1. BANK ACCOUNTS

The Executive Secretary shall maintain appropriate bank accounts for conducting Council business including the annual conference in the state in he/she resides or the state in which the Council is incorporated.

 

ARTICLE FIVE 

REPORTS REQUIRED

Section 1. Annual Conference Reports

1. Within 90 days after the annual conference, the Past Chair shall submit to the Executive Committee a summary report of the conference that the Executive Secretary may include in his/her annual report to the members of the Executive Committee of the Council.

 

2. Within 90 days after the annual conference, the Executive Secretary shall submit to the Executive Committee a detailed financial report of the conference, accounting for all monies collected and all expenditures, also submitting copies of all paid receipts and bank statements. This report shall be submitted to the Executive Committee for approval and will be part of the Council’s financial statement presented by the Executive Secretary at the following annual conference.

 

Section 2. Annual Report of the Council

Within 120 days after the annual conference, the Executive Secretary of the Council shall submit to Executive Committee for their approval an annual report, including a detailed financial statement, summarizing the activities of the Council during the preceding fiscal year.

 

Approved by Council membership September 10, 1998

 

Executive Committee: Jack Studley, Chair; Tim Gregg, Chair-Elect; Tim Norton, Past Chair; Roger Payne, Executive Secretary, USBGN; and

 

Amended by Unanimous vote of Council members present

October 4, 2007, Lexington, KY