APDU NOTICE OF SPECIAL MEETING

PURPOSE: To vote on proposed amendments to the Association of Public Data Users, Inc. Articles of Incorporation.

WHEN: A special meeting was conducted electronically, as authorized under APDU Bylaw III, Section 6C and 6D. The meeting was convened Thursday, September 6, 2007 and was adjourned at midnight Wednesday, September 12, 2007.

WHERE: Discussion of the issues was invited on the APDU Membership listserv (apdumem@apdu.org). Voting took place through an Internet-based voting system. The exact URL was individually e-mailed to all members at the start of the voting period.

VOTE: The amendment to the Articles of Incorporation was adopted by a vote of 52 to 0.

RATIFICATION REQUIREMENTS: Ratification of the proposed amendments to the Articles of Incorporation under the District of Columbia Non-Profit Corporation Act requires a quorum of the eligible voting members to participate and at least two-thirds affirmative votes by members present and participating in the vote. For APDU, a quorum is defined as 20 voting members, including two officers of the Association. The quorum requirement having been met, the amendments are ratified.

BACKGROUND

Changing APDU’s Tax Status

The Board of Directors of the Association of Public Data Users, Inc. (APDU) has determined that it is in the interest of the Association to seek a change in its tax-exempt status with the Internal Revenue Service from a 501(c)(6) (Business Association) organization to a 501(c)(3) (charitable, educational) organization.

The Board of Directors decided to pursue changing APDU’s tax status for several reasons:

Being a 501(c)(3) organization would allow APDU to apply for sales tax exemptions in the states in which the Association purchases goods or services. This will generate significant savings on conference costs.
Changing APDU's tax-exempt status will also increase the number of facilities the Association can use for conferences. For example, the Brookings Institution has conference facilities that can be used by 501(c)(3) organizations, but not other kinds of nonprofit organizations. This may benefit APDU by providing lower-cost facilities and offering more flexibility in scheduling our conferences.
The change in status potentially could allow APDU to diversify its income stream by seeking project funding from foundations that make grants to 501(c)(3) nonprofit organizations
This change may make it easier for APDU to recruit board members and officers. In the past APDU's 501(c)(6) tax status has created difficulty in recruiting potential board members. Some potential candidates have not been able to run for these positions and others have had difficulty in getting their employer’s/agency's approval because of APDU’s current tax status.
While 501(c)(3) status places restrictions on the lobbying and support of individual candidates, APDU either does not participate in the restricted activities or does so to such a limited extent that the Association is well within the IRS allowed limits. APDU would not have to change its activities.

Why Were the Articles of Incorporation Amended?

Legal counsel has advised the Board of Directors that for this requested change from 501(c)(6) to 501(c)(3) to be approved, APDU needs to amend its Articles of Incorporation to bring the provisions into conformity with IRS rules for 501(c)(3) organizations. Most of the proposed amendments are for that purpose. A couple of the amendments are designed to reflect changes in APDU’s membership and environment since the current Articles of Incorporation were prepared over 30 years ago.

Amendments

Original Articles of Incorporation

Adopted Changes to the Articles of Incorporation

The following is a point-by-point summary of the adopted amendments to APDU's Articles of Incorporation and the rationale for each of the changes. None of these changes will affect the day-to-day operations of APDU.

THIRD ARTICLE - This article describes the purposes for which APDU exists and the kinds of functions the Association performs. The amendment aligns the language with current IRS regulations for 501(c)(3) organizations and modifies the description of what APDU does. For example, our current Articles of Incorporation specify that we should be involved with “data file restructuring and reduction in size.” Due to changes in technology since 1975, this is no longer something the Association is likely to be doing.

FOURTH ARTICLE This proposed amendment updates the section of the District of Columbia Nonprofit Corporation Act that specifies APDU's corporate powers.

SIXTH ARTICLE - The current Articles of Incorporation designates the classes of membership in APDU. The proposed amendment simply states that APDU will have members. For incorporated organizations that have members, that declaration is required by law; however, the description of the classes of membership and the benefits of each class – something that can change over time – is better left to inclusion in Bylaws, as is done by most organizations.

SEVENTH ARTICLE - The proposed amendment to this Article, as in the amendment to the Sixth Article, is intended to leave the specifics of APDU’s Board and the manner of selection to the Bylaws. The proposed revised language in this amendment and the language adopted in the Bylaws’ revision of 2006 regarding Board composition are in alignment.

EIGHTH ARTICLE - This proposed amendment brings the Association’s dissolution provision into line with IRS regulations for 501(c)(3) organizations.

ELEVENTH ARTICLE - This proposed amendment brings APDU into line with IRS regulations for 501(c)(3) organizations as regarding inurement of earnings and regarding political activities.

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About APDU Board of Directors Bylaws Policies/Procedures Member Organizations Letter from the President Letter from the Administrator APDU Brochure Special meeting Sep 2007 to Amend Articles of Incorporation	APDU NOTICE OF SPECIAL MEETING PURPOSE: To vote on proposed amendments to the Association of Public Data Users, Inc. Articles of Incorporation. WHEN: A special meeting was conducted electronically, as authorized under APDU Bylaw III, Section 6C and 6D. The meeting was convened Thursday, September 6, 2007 and was adjourned at midnight Wednesday, September 12, 2007. WHERE: Discussion of the issues was invited on the APDU Membership listserv (apdumem@apdu.org). Voting took place through an Internet-based voting system. The exact URL was individually e-mailed to all members at the start of the voting period. VOTE: The amendment to the Articles of Incorporation was adopted by a vote of 52 to 0. RATIFICATION REQUIREMENTS: Ratification of the proposed amendments to the Articles of Incorporation under the District of Columbia Non-Profit Corporation Act requires a quorum of the eligible voting members to participate and at least two-thirds affirmative votes by members present and participating in the vote. For APDU, a quorum is defined as 20 voting members, including two officers of the Association. The quorum requirement having been met, the amendments are ratified. BACKGROUND Changing APDU’s Tax Status The Board of Directors of the Association of Public Data Users, Inc. (APDU) has determined that it is in the interest of the Association to seek a change in its tax-exempt status with the Internal Revenue Service from a 501(c)(6) (Business Association) organization to a 501(c)(3) (charitable, educational) organization. The Board of Directors decided to pursue changing APDU’s tax status for several reasons: Being a 501(c)(3) organization would allow APDU to apply for sales tax exemptions in the states in which the Association purchases goods or services. This will generate significant savings on conference costs. Changing APDU's tax-exempt status will also increase the number of facilities the Association can use for conferences. For example, the Brookings Institution has conference facilities that can be used by 501(c)(3) organizations, but not other kinds of nonprofit organizations. This may benefit APDU by providing lower-cost facilities and offering more flexibility in scheduling our conferences. The change in status potentially could allow APDU to diversify its income stream by seeking project funding from foundations that make grants to 501(c)(3) nonprofit organizations This change may make it easier for APDU to recruit board members and officers. In the past APDU's 501(c)(6) tax status has created difficulty in recruiting potential board members. Some potential candidates have not been able to run for these positions and others have had difficulty in getting their employer’s/agency's approval because of APDU’s current tax status. While 501(c)(3) status places restrictions on the lobbying and support of individual candidates, APDU either does not participate in the restricted activities or does so to such a limited extent that the Association is well within the IRS allowed limits. APDU would not have to change its activities. Why Were the Articles of Incorporation Amended? Legal counsel has advised the Board of Directors that for this requested change from 501(c)(6) to 501(c)(3) to be approved, APDU needs to amend its Articles of Incorporation to bring the provisions into conformity with IRS rules for 501(c)(3) organizations. Most of the proposed amendments are for that purpose. A couple of the amendments are designed to reflect changes in APDU’s membership and environment since the current Articles of Incorporation were prepared over 30 years ago. Amendments Original Articles of Incorporation Adopted Changes to the Articles of Incorporation The following is a point-by-point summary of the adopted amendments to APDU's Articles of Incorporation and the rationale for each of the changes. None of these changes will affect the day-to-day operations of APDU. THIRD ARTICLE - This article describes the purposes for which APDU exists and the kinds of functions the Association performs. The amendment aligns the language with current IRS regulations for 501(c)(3) organizations and modifies the description of what APDU does. For example, our current Articles of Incorporation specify that we should be involved with “data file restructuring and reduction in size.” Due to changes in technology since 1975, this is no longer something the Association is likely to be doing. FOURTH ARTICLE This proposed amendment updates the section of the District of Columbia Nonprofit Corporation Act that specifies APDU's corporate powers. SIXTH ARTICLE - The current Articles of Incorporation designates the classes of membership in APDU. The proposed amendment simply states that APDU will have members. For incorporated organizations that have members, that declaration is required by law; however, the description of the classes of membership and the benefits of each class – something that can change over time – is better left to inclusion in Bylaws, as is done by most organizations. SEVENTH ARTICLE - The proposed amendment to this Article, as in the amendment to the Sixth Article, is intended to leave the specifics of APDU’s Board and the manner of selection to the Bylaws. The proposed revised language in this amendment and the language adopted in the Bylaws’ revision of 2006 regarding Board composition are in alignment. EIGHTH ARTICLE - This proposed amendment brings the Association’s dissolution provision into line with IRS regulations for 501(c)(3) organizations. ELEVENTH ARTICLE - This proposed amendment brings APDU into line with IRS regulations for 501(c)(3) organizations as regarding inurement of earnings and regarding political activities.