Code For Kentuckiana Steering Committee Bylaws

  1. Legal Entity Overview

    As of January 2019, Code for Kentuckiana is part of the Code for America organization, a 501(c)3 non-profit. Code for Kentuckiana’s relationship with Code for America is laid out in the Memorandum of Understanding. These bylaws highlight the governance structure of the Steering Committee and how it will operate to steer Code for Kentuckiana and make decisions on behalf of the membership.

  2. Mission Statement

    Organize and advocate for the use of public data and technology to make Louisville and Southern Indiana a more safe, resilient, and equitable place.

  3. Steering Committee
    1. Purpose
      1. The Code for Kentuckiana Steering Committee will actively work on providing and fostering a supportive environment for the creation of projects and volunteer engagement.
      2. The Code for Kentuckiana Steering Committee will operate on the assumption that activities and events will be activated on an as needed basis. The group will come to a consensus on what activities will need additional support by reinforcing the volunteer project intake and proposal process.
    2. Steering Committee Membership
      1. For the year 2019, there shall be a steering committee of no less than 7 individuals, with a new structure to supercede this in 2020.
      2. It is the goal of Code for Kentuckiana to continually cultivate and maintain a Steering Committee and organizational membership inclusive of a wide range of demographically diverse peoples. During the 2019 operating year, the Steering Committee shall develop and implement a body of governance policy reflecting this goal and will then formulate and effectuate protocols for the implementation of that policy to the best of the committee’s ability, seeking out research and assistance as necessary to ensure that goal is met. Annually, or per occasion, the Steering Committee will issue a report on the effectiveness of their methods of achieving these goals, to include language specifically addressing any known obstacles to achieving the goal, and any additional actionable proposals as may be required toward these ends.
      3. No monetary or financial tolls, fees, commitments, donations, exchanges, prices or costs shall be required to be supplied by any person or persons as a measure of eligibility for their candidacy for, or nomination, election, or membership to the Steering Committee.
      4. All Steering Committee members must be active in Code for Kentuckiana activities; making maximum effort to attend events and participating in projects, and/or development and marketing activities.
      5. “Active” for the purposes of Code for Kentuckiana Steering Committee activities and membership is defined as general and consistent practice of meeting attendance, communication responsiveness, cooperative spirit, and project dedication as determined by majority of Steering Committee members and confirmed by vote if necessary.
    3. Committee Meeting Details:
      1. Occurs once per month. 60 minutes unless specified.
      2. Agenda is set and posted publicly four days before meeting
      3. Meeting minutes will be posted publicly within 48 hours following the meeting.
    4. Meeting Roles (every meeting):
      1. Chair
        1. The Steering Committee members will choose a Chair amongst themselves on the convening of its first meeting and thereafter no less than 5 days prior to the following meeting, to allow the Chair to execute their pre-meeting duties in a timely manner. The Chair is responsible for:
          1. Facilitating Steering Committee meetings and representing the Steering Committee.
          2. Soliciting items for, and establishing the agenda of, each meeting.
          3. Making sure the agenda has been posted publicly four days prior to the meeting
          4. Serving as point-of-contact to Code for America HQ
            1. The Chair is responsible for communicating to the Steering Committee any issues brought to the Chair by CfA HQ in a timely manner or to the Executive Committee if these issues require confidentiality.
      2. Process Observer (Rotating Role)
        1. The Process Observer is responsible for:
          1. Ensuring that the Steering Committee is keeping on track with the agenda during meetings. This may include keeping track of time limits for each item.
          2. Ensuring that all Steering Committee members are heard and allocated speaking time fairly.
          3. Reporting out at the end of the meeting if the group upheld the working agreements and are working in a productive manner.
          4. Helping enforce voting processes and support recorder in counting and verifying votes.
          5. Keeping track of members that are participating in Code for Kentuckiana’s goals, projects, meetings or events by whichever means the Process Observer finds most effective, as well as keeping track of those members who could be encouraged to participate more, noting where applicable any members displaying particular aptitude or ability in relation to the goals and projects of Code for Kentuckiana, and any obstacles or environments which discourage the improved participation of such members.
          6. Reporting their general findings and opinions to the Executive Committee, the contents of which are exempted from Code for Kentuckiana’s transparency and open records policies, in order to ensure a general reduction of harm and the protection of the privacy of any individuals’ identities contained therein. Any individual named in such a report is entitled to a copy of the report upon request, in which all other individuals’ names are to be redacted, save those of presiding, non-recused Executive or Steering Committee members.
        2. If the Process Observer perceives any volunteer or member to have experienced a negative working environment which may be detrimental to the community growth and sustainability of the organization overall, or if the Process Observer is made aware of such an environment or allegation, they are obligated to include these findings in their report to the Executive Committee.
        3. Any transparency and open records policy exemptions protecting the contents of the Process Observer’s report shall be waived at the request of any named individual or individuals who are included in or the subject of the report, unless that waiver would demonstrably compromise the privacy and identity of any other individual named in such a report who has been a victim of a hostile or discriminatory working environment. In such an instance, the requestor may then request the document be made public with redactions sufficient to protect the privacy and identity of any person or persons perceived to be at risk for general harm if such a report were published.
  4. Committee Voting Process
    1. Quorum. A majority of the committee (50% + 1) immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
    2. Consensus & Majority Votes.
      1. Consensus Vote. Except as otherwise required by law or by the articles of incorporation, the act of the whole of the committee present (each present member in agreement) at a meeting at which a quorum is present shall be the act of the committee. If consensus cannot be reached, the chair will announce a 10 minute window in which the present committee members will try to reach consensus. If consensus cannot be reached in this time period, a majority vote will take place and be considered the act of the committee.
      2. Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of committee present at a meeting at which a quorum is present shall be the act of the committee.
      3. Participation. Except as required otherwise by Code For America rules, or these Bylaws, committee members may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by conference call.
      4. Motions. Motions will be considered in accordance to Robert’s Rules. All votes require consensus or majority votes as defined in section 4B.
  5. Executive Committee
    1. The Executive Committee is composed of 5 voting members in total, with 4 members elected by the Steering Committee, from among the membership of the Steering Committee, plus the Steering Committee Chair.
    2. Notwithstanding directives detailed in the Code for America Memorandum of Understanding and additional brigade agreements nor the local, state or federal statutory requirements governing not-for-profit organizations in the Commonwealth of Kentucky, elections will take place in accordance with election protocols described in Part VI of the Code for Kentuckiana Bylaws, in a process which and whose results are openly observable by the public, and with deference to Robert’s Rules of Order on matters of procedural conflict requiring resolutions which are not otherwise codified by Code for Kentuckiana.
    3. No monetary or financial tolls, fees, commitments, donations, exchanges, prices or costs shall be required to be supplied by any person or persons as a measure of eligibility for their candidacy for, or nomination, election, or membership to the Executive Committee.
    4. A motion to recall the election of any member of the Executive Committee, or remove them from office for misconduct or dereliction of duty, may be made by a member of the Steering Committee in accordance with Robert’s Rules of Order, as shall any resulting recall processes.
    5. The Executive Committee is composed of the following members:
      1. Steering Committee Chair
        1. To encourage the development of new leadership in all Code for Kentuckiana governing bodies, and preserve a balance of interests across the organization as a whole, the Chair of the Steering Committee may not serve as Chair of the Executive Committee while still serving as Steering Committee Chair.
        2. The Steering Committee Chair’s membership on the Executive Committee expires when their term as Steering Committee Chair expires, after which a former Steering Committee Chair may seek election to the Executive Committee in the following scheduled Executive Committee election.
        3. The Steering Committee Chair’s role within the Executive Committee is to act as an advocate for the needs and sentiment of the Steering Committee, representing the Steering Committee’s authority over, and advisory capacity toward, the Executive Committee. The Steering Committee Chair reports back to the full Steering Committee membership any and all developments of the Executive Committee as necessary, as requested, or as germane to Steering Committee business.
      2. Executive Committee Chair
        1. The Executive Committee Chair is to be elected by the full, elected membership of the Executive Committee, serving a term of two years in a vote observable by the public.
        2. Qualifications of the Executive Committee Chair include a demonstrable commitment of time,
        3. The duties of the Executive Committee Chair include the following:
          1. Facilitating and rallying a quorum for Executive Committee meetings and representing the Executive Committee;
          2. Soliciting items for, and establishing the agenda for each meeting;
          3. Making sure the agenda has been posted publicly four days prior to the meeting, and meeting minutes are published within 48 hours of meeting adjournment;
          4. If so assigned by the Steering Committee Chair’s formal request, and approved by a vote of the Steering Committee, the Executive Committee Chair shall assume responsibility for communicating to the Steering and Executive Committee any issues brought to the Executive Chair by Code for America HQ in a timely manner or to the Executive Committee if these issues require confidentiality;
          5. Executing the operational directives and objectives provided to the Chair by the Executive Committee as a whole;
        4. In instances of extreme emergency, the Chair shall be responsible for contacting law enforcement and emergency personnel, seeking out emergency legal counsel for the benefit of Code for Kentuckiana, coordinating with and informing other members of the Executive Committee and Steering Committee as necessary to execute these directives.
      3. During operating year 2019, the Steering Committee shall further designate by majority vote three additional positions in the membership the Executive Committee, describing the duties assigned to those positions in related bylaws. These roles may include, but are not limited to, those of Finance Officer, Projects Officer, Transparency Officer, or others.
    6. Executive Committee shall meet no less than once a quarter, requiring the attendance of all elected Executive Committee members. Meetings are open to the public by default, unless a justifiable motion is made to convene the committee in a closed session. Executive Committee agendas must be published four days prior to convening, including the time and meeting place approved by the Executive Committee. The time and location chosen shall reflect the committee’s efforts to achieve maximum public accessibility and participation.
    7. Any committee member with two consecutive unexcused absences may be disqualified from membership on the Executive Committee for one full year beginning on the date of the last meeting from which they are absent. The Steering Committee will then hold a special election for the replacement of the member in timely accordance with election protocols established in the Code for Kentuckiana Bylaws and Robert’s Rules of Order.
    8. Any committee member absent two meetings in a year, not successively, may be considered for removal by the Executive Committee in accordance with Robert’s Rules of Order.
    9. If any of the five Executive Committee members are absent for a quarterly meeting, the committee is to proceed with its agenda but postpone any scheduled voting during the meeting. The committee must then reconvene at the next available date when all members can be present, convening via communications technology as necessary, within the same week as the originally scheduled meeting, and then complete the considerations of any pending agenda items.
    10. The Executive Committee may communicate and meet separately from the rest of the leadership and membership in a closed session if necessary to maintain confidentiality relating to Code of Conduct issues, private discussions requested by Code For America or contract issues. Only issues that cannot be discussed in public without causing demonstrably harm or exposing Code for Kentuckiana to legal liability shall be considered. Concerning closed sessions of the Executive Committee, the following bylaws shall be adhered to:
      1. Without exception, full attendance of all Executive Committee members is required in order for the committee to convene in a closed session and no closed session is permitted to be conducted in the absence of any member of the Executive Committee. Executive Committee members found to be in violation of this provision are subject to immediate censure or removal from office by the Steering Committee in accordance with Robert’s Rules of Order.
      2. Minutes, agendas, draft communications, and all relevant documents produced for the purposes of any closed session of the Executive Committee are subject to the immediate inspection of any Code of Conduct Ombud during the course of any of their investigations, and shall therefore be maintained in an orderly and accessible manner convenient to the inspection of the Ombud at all times.
      3. The Executive Committee shall, in closed session, develop and maintain internal data and information security protocols to ensure that Code for Kentuckiana member and volunteer data is secure at all times, and emergency protocols to be enacted when Code for Kentuckiana is faced with threats to its data and information security. These protocols shall include directives to re-established Executive Committee access to the technology and accounts described in Chapter (5) Section (V).
    11. The Executive Committee shall be further entitled to closed session deliberations, exempt from any open meetings and records policies, for the purposes of discussing the following matters:
      1. Deliberations of proposed or pending litigation against or on behalf of Code for Kentuckiana;
      2. Discussions or hearings which might lead to the appointment, discipline, or dismissal of an individual organization member or volunteer without restricting that member or volunteer’s right to a public hearing if requested. This exception shall not be interpreted to permit discussion of general personnel matters in secret;
      3. Discussions between Code for Kentuckiana and a representative of a business entity and discussions concerning a specific proposal if open discussions would jeopardize the siting, retention, expansion, or upgrading of the business;
      4. Meetings which federal or state law specifically require to be conducted in privacy;
    12. All Executive Committee members shall retain uninterrupted access to all public-facing representations of Code for Kentuckiana communications, social media, and publishing platforms or accounts. Any member or members of the Executive Committee found to be in violation of this provision is subject to immediate censure or removal from office by the Steering Committee in accordance with Robert’s Rules of Order.
    13. The Steering Committee may approve other topics to be discussed by the Executive Committee to consider in open session.
    14. The Executive Committee may invite other members to their meetings as necessary to conduct the business of the meeting.
  6. MISCELLANEOUS
    1. Books and Records
      1. The Steering Committee shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings, and a record of all actions taken by any subcommittees or ad hoc groups as it relates to projects. In addition, the steering committee shall keep a copy of these Bylaws as amended to date.
    2. Account Management
      1. Current members of the Steering Committee will share all Code for Kentuckiana account login details with newly elected members within one week of the close of the election process. All members will have admin-level access to the core accounts used in running the organization, including but not limited to Slack, Google Drive, Twitter, Facebook, and the website.
      2. The exception to this is the Code for Kentuckiana banking accounts. Access to these accounts will belong to the elected Treasurer and two other members of current leadership as decided upon by the Steering Committee.
      3. Departing members of the Steering Committee will hand-off all documents, working files, account credentials, contacts, and communications that impact the organization to their successor within one week after the election. If their current role is not being filled for any reason or they are stepping down from their role, the departing member of leadership will share the above information with the rest of the current elected members.
      4. All elected members of Steering Committee are expected to immediately record any password changes in a location shared with the rest of the Committee so as to maintain continued access.
      5. During a leadership transition, departing members of the Steering Committee will have their access removed from leadership accounts by the Treasurer within one week of the election close.
    3. All member information, mailing lists, or private individual data aggregated during Code for Kentuckiana initiatives is not to be shared, sold or otherwise distributed outside of Code for Kentuckiana by any member, observer or participant. Exemptions to this rule may be exercised in instances delineated by prior designation and approval by the Steering Committee.
    4. Fiscal Year
      1. The fiscal year of the organization shall be from January 1 to December 31 of each year.
    5. Conflict of Interest
      1. The committee shall adopt and periodically review a conflict of interest policy to protect the organization’s interest when it is contemplating any transaction or arrangement which may benefit any committee member or volunteer with voting powers.
    6. Nondiscrimination Policy
      1. It is the policy of Code for Kentuckiana not to discriminate on the basis of race, sex, creed, ancestry, marital status, gender expression, sexual orientation, age, physical disability, veteran status, political service or affiliation, ethnicity, religion, or national origin. The committee members and volunteers that participate or are served by this organization shall be selected entirely on a nondiscriminatory basis. Code for Kentuckiana activities follow a Code of Conduct.
    7. Bylaw Amendment
      1. These Bylaws may be amended, altered, repealed, or restated by a vote of a two-thirds majority of the Steering Committee members if a proposal is presented at a committee meeting given
        1. That an amendment does not affect the voting rights of steering committee members.
      2. That all amendments be consistent with the CfA Memorandum of Understanding
    8. Memorandum of Understanding Amendment
      1. A two-thirds vote is required to amend or dissolve Code for Kentuckiana’s MOU with Code for America.
  7. Project Representation
    1. Types of Projects
      1. Code for Kentuckiana projects may fall under, but are not limited to, these categories:
        1. Civic Tech Projects - providing tools or services to Kentuckiana citizens or public agencies to increase access to and understanding of government.
        2. Events - major events which require a team to execute.
        3. Sustainability Projects - efforts to improve and sustain Code for Kentuckiana as an organization.
    2. Active Projects
      1. A project is considered active if meaningful progress is demonstrated. Presentations may be recorded, presented remotely or written (blog or article format).
        1. The Steering Committee forms an Event or Sustainability Project.
        2. Delivery Lead is responsible for keeping documentation of presentation attendance in this Google Spreadsheet.
    3. Representation on the Steering Committee
      1. Once a project is considered active, it may seek representation by submitting a project brief which includes:
        1. Project Name (can be changed)
        2. Current members (optional)
        3. Description of project for web publication
        4. Project goals
        5. Steering Committee representative
    4. Majority approval from Steering Committee.
      1. The Committee must vote on new membership at the next meeting after receiving the proposal. If rejected, a project may submit again in 2 months.
    5. If a project fails to demonstrate meaningful progress for 2 of 3 demo nights, then the steering committee may vote to make the project inactive. The vote should include a rationale and the project can reactivate later by meeting the 2 of 3 demo night rule again.
  8. Elections Protocol
    1. Elections occur annually during January to select Steering Committee officer positions.
    2. The membership of the steering committee will be elected by the core member population of Code for Kentuckiana.
    3. All committee members will commit to a one year term.
    4. The Steering Committee can propose a question to Code for Kentuckiana membership at its discretion, including the election of an officer for an open position.
    5. To ensure a fair election and nominations process, the Steering Committee is responsible for:
      1. Ensuring online participation is available.
      2. Designating two trusted parties (not on the ballot and not on the Steering Committee) to tally and report on results. A Steering Committee majority vote is needed to approve the trusted parties. Trusted parties are described in more detail below
      3. Allowing two weeks (including at least one in person meeting event) for nominations. Nominations are required for officer positions described in section II. An individual or team can nominate themselves or another individual.
      4. Allowing at least one week for candidates to campaign prior to the election.
      5. Allowing one week (including at least one in person meeting event) for voting.
    6. The Steering Committee’s trusted parties are responsible for:
      1. Alerting members that they have been nominated within 24 hours of nomination closing and sharing names of other nominees if requested.
      2. Drafting the ballot with members that accept their nomination.
      3. Closing the ballot at the appropriate time.
      4. Reporting the results of the election within 1 hour of closing the ballot.
      5. Recusing themselves from the process if they become a candidate in the election.
  9. Code of Conduct Ombuds
    1. The Code for Kentuckiana Code of Conduct shall stand in accordance with the OpenOakland Code of Conduct, which provides a mechanism for reporting violations of the Code. To ensure that people are comfortable reporting violations, even if the violation is caused by an action of a member of the Steering Committee or event organizers, 2 independent ombuds are available to receive complaints.
    2. The Steering Committee shall appoint 2 members of the Code for Kentuckiana community to act as ombuds for terms of 2 years.
    3. At least one of the ombud shall not be a member of the Steering Committee and must resign this position, if they are elected to a position on the committee.
    4. The Steering Committee shall attempt to select the ombuds to provide the broadest possible diversity as to sex, gender, sexual orientation and race.
    5. The ombuds will be identified in the Code of Conduct document and will be the only ones monitor the designated email account to be established by Code for Kentuckiana.
    6. Complaints may be forwarded directly to an event organizer, steering committee member or one or the other of the ombudspeople as desired.
    7. The ombuds must avoid intervening in cases where they have a friendship or personal relationship with the accuser or accused. They should handle the issue in accordance with the code of conduct or refer it to members of the Steering Committee, maintaining any confidentiality requested by the complainant. Any decision to ask someone to leave the organization must be approved by the Steering Committee.
    8. Removal of someone from the ombud position must be a ¾ vote of the Steering Committee.
    9. Complaints shall be process according to the Code of Conduct Process.