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BYLAWS OF
THE SARASOTA PERSONAL COMPUTER USERS GROUP, INC.
October 15, 2002
Amended September 9, 2004ARTICLE I PRINCIPAL OFFICE
The principal office of the Corporation is located at 2201 Ringling Boulevard, Suite 104, Sarasota, Florida. The registered or resident agent of the Corporation for service of process is David P. Johnson, who shall be required to maintain normal business hours at the principal office of the Corporation. The principal office or the registered agent of the Corporation may be changed at any time by the Board of Directors upon the filing of a notice of such change and acceptance by the new registered agent with the Secretary of State, State of Florida.
ARTICLE II PURPOSE
The Corporation is organized exclusively for educational and technological 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, to promote the use of, and encourage the exchange of information among individuals who, or have interest in, computers, and the education of its members as to the uses and application of the personal computer through public discussion groups, forums, lectures, seminars, meetings, and other similar programs.
ARTICLE III MEMBERSHIP
Section 1. Membership. Membership is open to all persons who agree with and support the purposes of this organization. This Corporation will have two classes of Members which are designated as Primary and Family. Membership cards evidencing membership in either of these classes will be issued by the organization.
Section 2. Dues. The Board of Directors shall, by resolution, fix the amount of any or special dues. The amount of dues so fixed shall become, on and after notice, an indebtedness to the Corporation collectible by due course of law. The failure to pay any dues assessed shall render the member liable to expulsion. There shall be no refund of dues paid upon resignation, death or expulsion of a member.
Section 3. Vested Interest. No member shall have any vested right, interest or privilege of, in, or to the assets, functions, affairs or franchises of the Corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue if the individual’s membership ceases.
Section 4. Revocation of Membership. Members may be removed from the membership rolls if they fail to pay dues as required; or for violation of the Articles of Incorporation, the Bylaws, or for other conduct by a member or, by a family member which is deemed by the Board to be detrimental to the best interests or welfare of the Corporation.
ARTICLE IV FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE V MEMBERSHIP MEETINGS
Section 1. Regular Meetings. Regular meetings shall be held monthly at a time and place designated by the Board of Directors.
Section 2. Annual Meeting. There shall be an annual meeting held during the month of December in each calendar year for the purpose of electing Officers and at-large Directors. The annual meeting shall be held at a time and place designated by the Board of Directors.
Section 3. Special Meetings. A special meeting of the general membership may be called by the President, three members of the Board of Directors, or 10 percent of the membership by signed petition.
Section 4. Notice of Meetings. Written notice of each meeting shall be issued and shall state the purpose for which the meeting is called, the date, time and location of the meeting, and shall be delivered by mail to each member in advance of the meeting.
Section 5. Quorum. The number of Primary Members present shall constitute a quorum.
ARTICLE VI BOARD OF DIRECTORS
Section 1. Number and Qualification.
a) Elected Directors (9):
a. President
b. 1st Vice President
c. 2nd Vice President
d. Secretary
e. Treasurer
f. Four (4) At-large Directorsb) Immediate Past President
c) Appointed Directors (numbering 8, who shall serve as chairpersons of the following committees):
a. Program Committee
b. Membership Committee
c. Software Evaluation Committee
d. Email Database Committee
e. Member Database Committee
f. Special Interest Groups Committee
g. Newsletter Committee
h. Website CommitteeThe number of Directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director
Section 2. Election and Term. Officers and elected Directors shall be elected at the December meeting and assume duties of their office immediately at the time of their election. Officers shall hold office for one (1) year and the elected at-large Directors shall hold office for two (2) years on a staggered basis with two (2) at-large Directors being elected in the next annual meeting. They will serve until their successors have been elected and qualified in accordance with Article IX of these Bylaws, or until their earlier resignation, removal from office, or death.
Section 3. Duties and Powers. The Board of Directors shall be responsible for the control and management of the affairs, property and interests of this Corporation subject to the law, the Articles of Incorporation, and these Bylaws. Each director shall contribute some personal time carrying out activities of the Corporation, other than attending Board of Directors meetings. Failure to do so will be grounds for removal by the Board of Directors.
Section 4. Meetings. The Board of Directors shall meet at least quarterly, at such time and place as determined by the President. The President may call a special meeting of the Board of Directors at any time upon written notice stating the purpose, place, day and hour of such meeting not less than five (5) days before the date of the meeting. A special meeting of the Board of Directors may also be called upon similar written notice at the request of any three (3) members of the Board. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 5. Quorum and Voting. The presence of a majority of the members of the Board of Directors at any meeting shall constitute a quorum. The act of a majority of the Directors present at any meeting at which there was a quorum present shall be the act of the Board of Directors. Each member of the Board of Directors shall have one vote. Directors must be present at a meeting to cast a vote on an issue. Voting by proxy is not permitted at any meeting.
Section 6. Vacancies. In case of the illness, resignation, or death of the President, the 1st Vice President automatically becomes President for the remainder of the unexpired term. In such cases, the 2nd Vice President becomes the 1st Vice President. The same ascension applies in case of the illness, resignation or death to the 1st Vice President. The vacancy of the 2nd Vice Presidency may be filled at the discretion of the Board of Directors by a simple majority vote.
Any other vacancy occurring in the Board of Directors due to death, resignation, refusal or inability to serve may be filled for the unexpired term by majority vote of the full number of remaining Directors.
Section 7. Resignation. Resignation of Directors shall be in writing and shall take effect upon receipt by the Board of Directors. The unexcused absence of a Director from three (3) consecutive meetings will be deemed a resignation from the Board.
Section 8. Removal. Any Director may be removed by a majority vote of the members in good standing at a meeting called for the purpose of removing a Director, provided that before a director’s term of office shall be terminated without their consent, the impeached Director will be given an opportunity to be heard.
Section 9. Compensation. Directors shall not receive any compensation for their services.
ARTICLE VII OFFICERS
Section 1. Title. The Executive Officers of this Corporation shall consist of a President, a 1st Vice President, a 2nd Vice President, a Secretary, a Treasurer, and such other Officers as the Board of Directors may from time to time deem advisable.
Section 2. Term of Office. Executive Officers shall be elected at the December meeting and assume the duties of their office on January 1. Executive Officers shall hold office for a term of one (1) year, or until their successor are elected.
Section 3. Duties. The Officers of this Corporation shall have the following duties:
a) The President President shall be the Chief Executive Officer of the Corporation, and, subject to the direction of the Board of Directors, shall supervise and control all of the business affairs and property of the Corporation, and shall preside at all general meetings of the membership and the Board of Directors. He shall be an ex-officio member of all standing committees except the Nominating Committee. The President shall deliver to his successor in office all books, papers, records and other property of the Corporation for which her or she is, or may become, responsible.
b) The 1st Vice President, , in the absence of the President, shall preside at general meetings and the Board of Directors. The 1st Vice President shall also perform such other duties as usually pertain to the office, or as may be assigned him by the President or the Board of Directors.
c) The 2nd Vice President, in the absence of the President and the 1st Vice President, shall preside at general meetings and the Board of Directors. The 2nd Vice President shall also perform such other duties as usually pertain to the office, or as may be assigned him by the President or the Board of Directors.
d) The Secretary will keep minutes of all meetings of the membership and the Board of Directors The Secretary shall be responsible for mailing to all members the slate of nominees for each elective office to be filled each year as submitted by the Nominating Committee and as approved by the Board of Directors. The Secretary shall give or cause to be given, notice of all meetings, and shall attend to all other correspondence and perform such other duties as may be prescribed by the President or the Board of Directors.
e) The Treasurer shall have charge and custody of all funds generated, collected or obtained by or on behalf of the organization in any manner, and shall be responsible for the proper receipt and disbursement thereof. The Treasurer shall keep full and accurate accounts of receipts and disbursements and shall deposit all monies in the name and to the credit of the Corporation in such bank or banks as may be designated by the Board of Directors, provided that the Treasurer maintain a petty cash fund not to exceed Sixty Dollars ($60), and shall be authorized to disburse said petty cash on behalf of the Corporation, upon receipt of a signed statement, within his or her discretion. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the Board of Directors, annually, or upon direction of the Board or the President, an accounting of all transactions and the financial condition of the Corporation. The Treasurer shall make a monthly report, at the direction of the Board of Directors, of all funds received, disbursements made and funds on hand. The Board of Directors may request an audit of the books and records at the end of any fiscal year.
The Treasurer will maintain a list of all capital equipment
All Officers shall perform such other duties as the Board of Directors shall prescribe.
ARTICLE VIII COMMITTEES
Section 1. Standing Committees. The standing committees of this Corporation shall have the following duties:
a) Publicity Committee. The Publicity Committee shall be responsible for notifying the news media of meetings and other events, and otherwise publicizing and promoting the organization.
b) Program Committee. The Program Committee shall arrange and coordinate a program for every general meeting as far in advance as practical, cooperating with the Board of Directors and other committees to the end of diversifying the programs in coordinating them with membership interests. The committee will work with the Publicity Committee in providing program information for distribution to the media.
c) Membership Committee. The Membership Committee shall be responsible for providing a reception desk at all general meetings. The reception personnel shall provide membership information forms to prospective members, collect membership dues, provide identification tags and issue membership cards. This committee shall also provide information for new members as well as renewal information to members whose memberships are expiring. The chairman shall be responsible for delivering member and renewal information and collected dues to the Treasurer and shall retain completed member information forms.
d) Special Interest Groups Committee. The Special Interests Group Committee shall consist of general chairman and SIG Leaders for the various special interest groups. This committee will be responsible for organizing and overseeing the activities of all special interest groups.
e) Software Evaluation Committee. The Software Evaluation Committee will be responsible for overseeing the evaluation and review of software to be published in the Newsletter. This committee shall be responsible for acquiring software for review and distribution to members.
f) Newsletter Committee. f) Newsletter Committee. The Newsletter Committee main task is to gather articles, drafts, columns, ads, etc. for the purpose of constructing a newsletter, either printed or electronic. The Sarasota PC Monitor is the main publication of the Sarasota PC Users Group and the Editor of the Monitor is responsible for disseminating the news items by means of a desktop publishing program on a monthly basis or as so deemed by the Board of Directors. Additional duties include the providing of separate parts or pages of the Monitor to Committee Director(s), Website editor(s), Review editor(s), et al. to use to enhance the overall membership. The editor is also responsible for seeing that monthly reports and updates are given to the Board of Directors, either in person, a committee representative, or by letter to the President.
g) Website Committee. The Website Committee’s main task is to create, maintain and facilitate content on our Website http://spcug.org. This will include incorporating content from the group’s hard copy publication, the PC Monitor, on the Website. Some of the items from the PC Monitor will include our SIG Chairman’s Notes, regular columnist’s articles and software and hardware review articles. The Webmaster will select material to be used on the Website and determine deadlines for receiving material and publishing.
h) Member Database Committee. The Member Database Committee will keep a database of all members in good standing; will provide a current membership roll monthly; will provide mailing labels; and will, in general, be responsible for statistical evaluation of our membership.
i) Advertising Committee. The Advertising Committee will be responsible for obtaining advertising for our newsletter and other events.
j) Email Database Committee. The Email Database Committee will maintain a database of the email addresses of all members, including the recording of all email address changes for members.
Section 2. Nominating Committee. The President shall appoint a chairman and three (3) members of the Nominating Committee, including a member from the previous year, if possible. These appointments are subject to approval by the Board of Directors. The Nominating Committee shall carry out their duties as outlined in Article IX.
Section 3. Appointments. The President shall, immediately after the December election, or as vacancies occur, appoint members of all standing committees. The President may from time to time appoint committees for such purposes deemed necessary, or as directed by a majority vote of the Board of Directors. Appointive officers or committee chairmen will have such powers and duties as the President or the Board may delegate to them.
Section 4. Term. Members of all standing committees shall serve for a term of one (1) year beginning in December after the election and ending the following December. Members and chairmen of all other committees shall serve at the pleasure of the President.
ARTICLE IX NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. A Nominating Committee shall, prior to the annual meeting in December of each year, nominate Officers for election to a one (1) year term and two (2) at-large Directors for election to two (2) year terms.
Section 2. Procedures. The Nominating Committee shall prepare a slate of nominees for the elective offices and present it to the Board at the November Board of Directors meeting . This slate of nominees shall be published in the December newsletter. At the annual meeting in December additional nominations may be made from the floor, provided that the nominees indicate concurrence to their names being place in nomination.
Section 3. Voting. Candidates for election to the Board of Directors and as Corporate Officers shall be elected by a majority vote of the members present in person. Any member entitled to vote must do so in person. Voting by proxy is not permitted. Voting shall be by show of hands. In the event on office is contested, any member may request a secret ballot.
ARTICLE X AMENDMENT
Section 1. Bylaws. These Bylaws, with the exception of Article X, may be amended by a majority vote of the Board of Directors, providing that any proposed amendment is submitted to the President in writing and is signed by any member of the Board. The President shall read the proposed Amendment to the Board at any regular meeting or special meeting called for the purpose. If the proposed amendment is approved by the required majority, the full text of the amendment shall be furnished in writing, as approved, to all members of the Board. The Secretary shall maintain copies of all approved amendments to the Bylaws.
Section 2. Bylaws Article X. . This Article X of the Bylaws may be amended by a resolution adopted by a two-thirds majority of the members of the Board of Directors in good standing who are present at any meeting of the board, providing prior written notice of the intended amendment has been sent to all members; or, it may be amended by a resolution adopted by a majority of the members in good standing, providing prior written notice of the intended amendment has been sent to all members.
Section 3. Articles. . The Articles of Incorporation may be amended by a resolution adopted by a majority of the members in good standing, providing prior written notice of the intended amendment has been sent to all members.
ARTICLE XI RULES OF ORDER
The rules contained in the most recent edition of Robert's Rules of Order, newly revised, shall govern all meetings of the members and the directors except as to those matters where such rules are already defined in, or are inconsistent with, the Articles of Incorporation, Bylaws or special rules of order of the these bylaws.
ARTICLE XII INDEMNIFICATION
All Elected and Appointed Officers and Directors shall be indemnified by this Corporation to the fullest extent of the law.
Dated this day of
I hereby certify that the foregoing are the true and correct Bylaws of the Sarasota Personal Computer User Group, Inc., a non-profit Florida Corporation.
____________________________________
Anita Plutchik, Secretary
Page created November 14, 2002
Page updated October 12, 2004
