OPERATION CLEAN GOVERNMENT
BY-LAWS

AS AMENDED 4 November, 2011

PREAMBLE

Operation Clean Government (OCG), a non-partisan grassroots organization, believes that our state government officials should be accountable to all the people whom they have been elected or appointed to serve. OCG believes that a healthy democracy can only be insured when there is transparency in government and all citizens have full access to their government. OCG advocates strong democratic laws and institutions that will give the public confidence that policies are fairly debated and decided on their merits, and that our common resources are used responsibly in the public interest.

ARTICLE 1: NAME

The organization is incorporated as a non-profit corporation under the laws of the State of Rhode Island and shall be known as OPERATION CLEAN GOVERNMENT, INC.

ARTICLE 2: PURPOSE AND SCOPE

The organization, shall promote honest, responsible, and responsive state government.

Areas of activity through which OCG works to accomplish this purpose include but are not limited to:

1. Monitoring the three branches of government, exposing abuse, corruption, and inefficiency, taking legal action when appropriate,
2. Monitoring the Ethics Commission and filing complaints when appropriate,
3. Promoting public education concerning state government and governmental issues,
4. Promoting public participation in state government,
5. Promoting changes in the organization and/or structure of state government for improved operation,
6. Maintaining a non-partisan stance on all governmental issues.

Operation Clean Government is focused on laws that affect the management and function of state government (as opposed to general civil law). Primarily, we are concerned that the process of government is open, fair, and honest.

ARTICLE 3: MEMBERSHIP

Section 1. Eligibility

Membership is extended to any citizen with a genuine desire for honest state government

Section 2. Dues

All members will be required to pay annual dues. The annual dues will be determined by the Board.

ARTICLE 4: THE BOARD OF DIRECTORS

Section 1. Membership

All members of OCG are eligible for service as directors and officers of OCG except elected state officials and chief executives of municipalities. However, delegates to a Constitutional Convention are eligible to serve as directors and officers of OCG.

Section 2. Terms of Office

Members of the Board shall serve for the following terms:

Directors shall be elected annually for a term beginning with their installation at the meeting at which they are elected and ending upon installation of their successors.

The Board shall consist of up to twenty-one (21) Directors who serve three year terms and are elected by the general membership at the Annual Meeting. Elections shall be staggered so that seven members, or one-third (1/3) of the Board, are elected every year.

Other Directors shall be elected to fill unexpired terms at the Annual Meeting.

The Directors will elect as officers a President, 1st Vice President, 2nd Vice President, Secretary and Treasurer at the next Board Meeting following the Annual Meeting.

Any officer who is not re-elected may continue his/her three year term as a Director, as elected by the membership. If the three year term has expired, then he/she may run for a new three year term.

Section 3. Meetings

Board meetings shall be held at least monthly at a regularly scheduled time and place. Notice of a change of a regularly scheduled meeting shall be given by telephone, or by electronic means to each member of the Board at least two days prior to such changed meeting.

Special Board meetings may be called by the President and shall be called by the President upon written request to the President by five Board members. Notice and purpose must be given to the members of the Board at least forty-eight hours in advance of the meeting time.

The most current edition available to the Board of Roberts Rules of Order shall serve as the basic guide to the conduct of the business of the Board of Directors. If there is conflict with the Bylaws, the Bylaws prevail. A vote of two-thirds of those voting is required to suspend Robert's Rules.

Board meetings will be chaired by the President. In the absence of the President, the next officer in rotation (as listed under Article 5, Section 1) will preside.

Participation by telephone. Members of the board of directors or any committee appointed by the board, shall be deemed present at any such meeting if a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other intelligibly, is used. In order to encourage in-person participation, telephone participation must be approved in advance of each meeting, and should be authorized only for serious extenuating circumstances (such as absence from the state). Each telephone participation should be determined on a case-by-case basis, and requires advance approval by any two members of the Esecutive Committee. Advanced approval can be waived if telephone participation is necessary in order to achieve a quorum.

Section 4. Quorum

A quorum for a regular or special meeting or electronic media communications of the Board shall be not less than a majority of the members of the Board. A majority of the quorum present shall be required to enact business of the organization.

Section 5. Voting by Electronic Media (email)
When in the judgment of the President, or when requested by at least five Board members, an issue arises requiring a Board decision prior to the next scheduled Board meeting, the consideration and decision is permissible via an electronic media (e.g. email) under the following constraints:

• The issue to be considered can be clearly defined,
• At least 36 hours between the definition of the situation via email and the decision to be made is allowed for email discussion,
• At least 24 hours is allowed, following the discussion period, for actual voting,One member of the Board shall be designated to monitor the voting, noting how each person votes. This person shall report the vote, noting the number of persons voting for each issue or sub-issue. In addition, for each issue and sub-issue the names of those not voting, those abstaining, those voting in the minority, and those recusing. The total current number on the Board shall be noted,
• The minimum affirmative vote necessary for an item or sub-item to be approved shall be a majority of the quorum,
• The statement of the issue considered and the resulting voting record shall be presented at the next regular Board meeting.

Section 6. Vacancies

In the event of the death, resignation or other permanent inability of a Director to serve, the President may make an interim appointment of a replacement with the approval of a majority of the Board..

Section 7. Removal from the Board

A Director may be removed from the Board for cause by a majority vote of the Board. Cause may include, but is not limited to lack of attendance and/or lack of participation. Consideration may be given by the Board for extenuating circumstances. The President may make an appointment of a replacement with the approval of a majority of the Board.

ARTICLE 5: OFFICERS

Section 1. Officers

There shall be the following:

1. President
2. 1st Vice President
3. 2nd Vice President
4. Treasurer
5. Recording Secretary
6. Corresponding Secretary

Section 2. Executive Committee

The Executive Committee shall consist of a minimum of six, including the officers of the Board and such at large members as shall be appointed pursuant to a procedure determined by the board.

Section 3. Vacancies

In the event of the death, resignation or other permanent inability of an officer to serve, an interim appointment of a replacement shall be made by the President with the approval of a majority of the Board. If the officer being replaced is the President the officer presiding shall name the replacement with the approval of a majority of the Board.

Section 4. Removal From Office

An officer may be removed from office for cause by a majority vote of the Board. Cause may include, but is not limited to, lack of attendance and/or lack of participation, by a majority vote of the Board. Appointment of a replacement shall be made by the President with the approval of a majority of the Board, provided, however, that if the elected officer being removed is the President, the officer presiding shall name the replacement with the approval of a majority of the Board.

ARTICLE 6: DUTIES & OBLIGATIONS OF OFFICERS

Section 1. President

1. presides at all meetings
2. serves as ex-officio member of all committees with voting privilege
3. establishes committees with the approval of the Board
4. appoints and removes the Chairpersons of all committees with the approval of the Board
5. signs checks in the amount of $500.00 or less in the absence of the Treasurer
6. signs all contracts which have been approved by the Board
7. implements the policies and directives of the Board
8. acts as official spokesperson for the organization along with his or her designees.
9. must step down as President if running for a state elected office.

Section 2. Vice Presidents

In addition to performing the duties of an absent President and such other duties as shall be assigned by the President or the Board, the Vice Presidents shall each chair either the Communications Committee or the Policy Committee.

Section 3. Treasurer

1. takes charge of all funds of the organization
2. makes monthly financial reports to the Board of Directors and an annual report to the membership at the annual meeting
3. signs checks in the amount of $500.00 or less
4. complies with all financial reporting requirements mandated by appropriate authorities
5. maintains a current record of all OCG assets. For each item, record the following information as a minimum whenever possible: description, value, location, and individual responsible
6. chairs the Finance Committee

Section 4. Recording Secretary

1. records the minutes of all meetings of the Board and have such minutes available at the meeting of the Board next following
2. chairs the By-Laws Committee

Section 5. Corresponding Secretary

1. handles all authorized correspondence
2. provides such notice or notices as may be required by By-Laws
3. handles the general correspondence of the organization as directed by the Executive Committee or President
4. Serve as custodian of the records and supplies

Section 5. All Officers

The signature of any two officers must be obtained for checks of $500.00 or more.

ARTICLE 7: COMMITTEES

There shall be established the following committees, which committees and their activities may be changed at the discretion of the Board. All actions recommended by committees shall be subject to the approval of the Board. Each committee shall be chaired by a Board Member and members of the committees may consist of board and non-board members.

1. Communications Committee(a recommended minimum of 5 people) – Chaired by a Vice President – To oversee all communications and public relations of the organization and coordinate all OCG media. This committee consists of the OCG President and Chairs of the following committees:
   1. State of the State
   2. Newsletter
   3. Public Relations/Speakers Bureau
   4. Website, email list
2. Policy Committee(a recommended minimum of 5 people) – Chaired by a Vice President – To determine, deliberate and establish OCG policy on public issues addressed by the organization to be presented to the Board for adoption by a majority vote. This committee consists of the OCG President and Chairs of the following committees:
   1. Legislative
   2. Issue research and strategy
   3. Legal Counsel
3. Finance Committee (a recommended minimum of 5 people) – Chaired by the Treasurer – The Finance Committee is responsible for maintaining the organization’s finances (bookkeeping) and budgeting. Also responsible for financial development and fundraising activities.
4. Membership (a recommended minimum of 5 people) The Membership Committee’s primary responsibility consists of member recruitment and member retention. These functions may be organized into separate subcommittees as desired. The membership Committee is also responsible for maintaining the organization’s roster of members and member development.
5. Special Events and Programs Committee: The Special Events and Programs Committee is responsible for coordinating and organizing public events and organizational activities. The Special Events and Programs Committee oversees the following activities which may consist of independent sub-committees.
   1. Education
   2. Public forums
   3. Annual Meeting
   4. Candidate School

ARTICLE 8: ELECTIONS

Section 1. Nominations for Directors

The Executive Committee shall be the Nominating Committee and shall submit a recommended list of nominations for directors to be voted upon at the Annual Meeting of the membership. A list of said nominations shall be presented to the Board at least one month before the Annual Meeting.

Nominations will be accepted from the floor at the Annual Meeting. All those nominated must have agreed to serve if elected.

Section 2. Ballot

Elections shall be held at the Annual Meeting. In the event that there are more candidates than there are open positions the vote shall be by paper ballot of those members present.

Section 3. Voting Eligibility

Each OCG member, in good standing, shall be entitled to one vote. Each family membership, in good standing, shall be entitled to a maximum of two votes.

ARTICLE 9: MEMBERSHIP MEETINGS

Section 1. Annual Membership Meeting

An annual meeting of the general membership shall be held after September 1 but prior to November 15 at a date to be determined by the Board. Each member shall be notified of such meeting at least 14 days prior to the meeting. The announcement shall include the list and pertinent information on those nominated for directors to be voted upon at the meeting and any amendments to the By-Laws.

Section 2. Special Membership Meeting

The Board may call special meetings of the membership.

Section 3. Quorum

A quorum for membership meetings shall consist of not less than twenty-five (25) members. A majority of the quorum shall be required for the transaction of OCG business.

ARTICLE 10: DISCIPLINE

Section 1. Allegations

Charges may be filed with the Board against any board member or member accused of working against the principles and purposes of the organization in a written statement signed by five members.

Section 2. Hearing
The member so charged shall be notified in writing of the charges and shall have the right to be present and to be heard at any special or regular meeting of the Board at which the charges will be reviewed.

Section 3. Expulsion
Any member found guilty as charged shall be deprived of his/her membership by a majority vote of the Board.

ARTICLE 11: AMENDMENTS

Amendments or revisions can be made to the By-Laws by an affirmative vote of two-thirds (2/3) of the entire Board of Officers and Directors and shall be in effect pending an affirmation vote at the next membership meeting. It shall become permanently effective upon the affirmative vote of the majority of the quorum present. Copies of proposed amendment or revision shall be given all members, in writing, at least fourteen days prior to the meeting. If the amendment is not approved at the membership meeting, the original By-Laws shall be reinstated. However, any actions taken under the defeated amendment during the time that it was in effect shall be recognized as proper.

ARTICLE 12: DISSOLUTION

In the event of dissolution of OPERATION CLEAN GOVERNMENT, INC., the remaining assets, after the satisfaction of all obligations of the organization, shall be distributed for purposes consistent with those of the organization and within the scope of appropriate Internal Revenue Service codes and amendments with Board approval.