BY LAWS OF THE TIPTON COUNTY CIS BOARD ARTICLE I AUTHORITY OBJECTIVES

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BY LAWS OF THE TIPTON COUNTY CIS BOARD ARTICLE I AUTHORITY OBJECTIVES The Tipton County Geographic Information System (GIS) will be housed within the Tipton County Planning Department. Any proposed change in the administrative structure must be supported by a recommendation of the majority of the GIS Board and approved by all parties to the GIS contract. The Board's function is to set priorities for projects, determine implementation timelines, plan for expansion and enhancements, and set security standards for access to data and related issues for a local geographic information system. ARTICLE II MEMBERSHIP The Tipton County GIS Board shall have thirteen (13) members, all of whom shall be eligible to vote on matters considered by the committee. The regular members of the Board shall consist of one (1) representative from each of the following: The County Executive Office The County Planning Office The County Public Works Office First Utility District City of Munford Town of Brighton The County Sheriffs Office The County Tax Assessor Office The County E-911 Office Poplar Grove Utility District City of Covington Town of Atoka Covington Electric System Initially, all Board members shall be appointed for a two (2) year term. After this initial two-year term, the term of each member shall be three (3) years. The members shall be appointed for terms of such length and so arranged that the term of at least one member expire each year. All terms shall begin on the third Thursday of January.

Section 4. Vacancies shall be filled for an expired term through appointment by the County Executive of Tipton County with recommendation and approval by department head. Section 5. Any member of the Board with unexcused absences from three (3) consecutive meetings of the Board will be deemed to have resigned his or her position on the Board upon the effective date of the third meeting. Section 6. Section 7. The members of the Board shall serve as such without compensation, but they shall be allowed necessary traveling and other expenses while engaged in the work of or for the Board on a per diem basis as stipulated by the Travel Policies of Tipton County. All parties interested in joining the Tipton County GIS Board shall be reviewed on an individual basis with these exceptions: A) Entities who have been offered previous invitations for membership shall be responsible for all yearly membership costs incurred since 2002. These entities include Gilt Edge, Burlison, Garland, Brighton, Mason and Southwest Electric. These new members will have the option to repay costs at a prorated fee until total dues have been paid. Yearly memberships shall then be paid according to existing fee payment schedules. The GIS Board determines costs for each entity. B) Entities who were not offered initial memberships to the GIS Board are not responsible for membership costs incurred since 2002 and are subject only to the existing yearly membership dues. The GIS Board determines costs for each entity. C) Entities that abandon or withdraw their membership from the Board shall be responsible for all yearly memberships costs that would have been required to be paid during their absence before regaining membership to the Board. D) Entities that become delinquent in payment of annual membership dues face an automatic termination of membership and are subject to part C above. E) Sections 1 & 2 of Article II may be adjusted to accurately represent the new membership to the GIS Board.

ARTICLE III OFFICERS AND THEIR DUTIES The officers of the GIS Board shall consist of a Chairman and Vice- Chairman. The Chairman shall preside at all meetings and hearings of the GIS Board and have duties normally conferred by parliamentary usage on such officer. He/She shall have the privilege of discussing all matters before the GIS Board, certify documents acted upon by the hearings, attend to correspondence of the Board and such other duties as are normally carried by the chairman. The Vice-Chairman shall act for the chairman in his/her absence. ARTICLE IV ELECTION OF OFFICERS Nomination of officers shall be made from the floor and officers shall be elected at an annual organizational meeting in the month of January. During this election process, a member of the staff personnel shall act as Chairman pro tem. The nominee for such office receiving a majority vote of the membership present shall be declared elected and shall take office immediately following the election. All officers shall be elected for a term of one (1) year and shall be eligible to succeed themselves. Vacancies shall be filled immediately for the unexpired term by the regular election procedure. ARTICLE V STAFF PERSONNEL The members of the GIS Board shall recommend to the County Executive of Tipton County the appointment and compensation of the GIS professional and support staff. Each professional and support staff member will be an employee of Tipton County and subject to all County employment guidelines including a six (6) month probationary period at the initiation of employment. All participating Board members can provide input regarding professional employee performance. Final

recommendations with regard to continuance of employees shall be within the sole purview of the County Executive of Tipton County. Section 4. Section 5. The Chairman of the GIS Board shall exercise supervision of policies, procedures and shall recommend operating protocols to the Board for its consideration. The Board shall maintain job descriptions and suggest modifications to job descriptions as needed for all professional and support staff involved in the GIS Project. The Chairman of the Board and the Director of the GIS Project shall be authorized to sign letters and documents necessary to carry out the collective will of the Board of the GIS Project. The Chairman of the Board will also carry out duties customarily associated with the office of Chairman and can delegate said duties to the Vice-Chairman as the need arises to fulfill the will of the Board. The GIS Director or support staff shall serve as Secretary and keep the minutes and records of the GIS Board, certify documents acted upon by the Board, arrange proper and legal notice of hearings, attend to correspondence of the Board and such other duties as are normally carried out by the Secretary or requested by the Chairman. ARTICLE VI MEETINGS All meetings of the GIS Board shall be held quarterly (January, April, July and October) on the third Thursday at Noon at the EMA Building, 8629 Highway 51 S, Brighton TN 38011 or such other place and time, as shall be designated in advance by the chairman. The GIS Board meeting shall be open to the public. The Chairman may call special meetings of the GIS Board, and shall give at least two (2) days notice to the membership of the Board of the time, place and purpose. A majority of the entire membership of the GIS Board shall constitute a quorum. A quorum shall be present before any business is transacted. In the event of a vacancy on the Board, a majority of the members still acting shall constitute a quorum. To accommodate schedules and ensure regular business continuity, a quorum can be established by means of proxy votes. Proxy votes will require written or e-mail notification prior to the meeting. Members voting as proxy will notify membership at the beginning of the

meeting. Upon a simple majority approval of the present membership, proxy votes will be allowed. Members are limited to one (1) proxy voting per calendar year. Attendance is preferred, showing a commitment to the advancement of GIS in Tipton County. Section 4. Section 5. Section 6. Section 7. The Chairman prior to each meeting shall prepare an agenda for each regular meeting; a record of the vote of each member on every agenda item shall be kept as part of the minutes. Except as set forth herein, Robert's Rules of Order shall prevail as to any matters of procedure. At all meetings, each member attending shall be entitled to cast one vote. The County Executive may have a designee to cast a vote or votes in his/her absence. Voting shall be by voice. In the event that any member shall have personal interests in the appeal before the Board, this member shall disclose the interest and be disqualified from voting upon the appeal. An affirmative vote of a majority of the members attending the meeting is necessary for approval of any agenda item and in the event that a majority of those present at the meeting shall not vote affirmatively on an agenda item, the agenda item shall be deemed as not approved. ARTICLE VII FILING All matters to be presented to the GIS Board shall be filed at the Tipton County GIS Office with the pertinent information provided. ARTICLE VIII CONFLICT OF INTEREST Any member shall disqualify himself from any participation in the discussion of or voting on any matter on the meeting agenda in which he has a direct or indirect personal interest. The member shall vacate his seat during deliberation on any matter from which he has disqualified himself. The member shall not be replaced for the vote. A member who is disqualified shall not be counted as present for a quorum for that particular vote, thereby reducing the necessary number of affirmative votes required to approve a motion.

Section 4. The burden of revealing any such conflict rests with individual members of the GIS Board. ARTICLE IX ADOPTION AND AMENDMENT These by-laws herein shall be in full force and effect at the first meeting and all subsequent meeting following the adoption of this document by a majority vote of the entire membership of this Board. These rules may be amended by a two-thirds majority vote of the entire membership of the GIS Board at any time by placing on the agenda of any advertised meeting, an item for their amendment or by a special meeting called for that purpose as set forth herein. Adopted tx/ day of ChairmanTfipton Coujaty^GIS Board ATTEST: Secretary^GiS Director of Tipton County GIS