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Home Forum Calendar Classes About the Club Join PPCUG
Product Review Newsletter SIGS Projector Rental Library
Home Forum Calendar Classes About the Club Join PPCUGProduct Review Newsletter SIGS Projector Rental Library
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Meetings Maps/Info Officers CommitteesJoin PPCUG By Laws Charter Software PolicyAMENDED BYLAWS OF PLATEAU PC USERS GROUP, INC.As
of July 16, 2001, the Membership of the Plateau PC Users Group, Inc., hereinafter
referred to as PPCUG, amends the Constitution and Bylaws of PPCUG dated September
12, 1996 as follows: PLATEAU PC USERS GROUP BYLAWSTable of ContentsARTICLE
IV. BOARD OF DIRECTORS
ARTICLE
VII. FINANCIAL STRUCTURE ARTICLE
VIII. SPECIAL INTEREST GROUPS (SIGs) ARTICLE
XI. CONFLICT OF INTEREST ARTICLE
XII. PARLIAMENTARY CONDUCT ARTICLE
XIII. PRIVACY AND CONFIDENTIALITY OF MEMBERS. ARTICLE
XIV LIABILITY AND INDEMNITY OF OFFICERS AND DIRECTORS ARTICLE
I NAME
AND STRUCTURE
The name of this corporation is Plateau PC Users Group, Inc. hereinafter referred to as PPCUG or the Club. PPCUG is a nonprofit corporation organized under the laws of the State of Tennessee. ARTICLE
II
MISSION
Section
1. PPCUG is designed to assist
residents of Cumberland County to become better acquainted with their computers
and the Internet and with the work they can accomplish; to provide a forum for
discussions of computer activity and for the solving of computer/Internet
related problems; and to provide education and support for the County and
surrounding areas in the use of computers/Internet. Section
2. PPCUG is organized exclusively
for charitable, educational, religious or scientific purposes within the meaning
of section 501(c)(3) of the Internal Revenue Code. Section
3. PPCUG is a computer/Internet
educational organization and does not practice or advocate any particular
religious or political agenda, or champion any cause not associated with
personal computers or the Internet. Although
PPCUG may feature commercial computer products in meetings and allow advertising
of various types in the monthly PPCUG Gazette, the PPCUG does not endorse any
commercial product or service provider. Section
4. PPCUG will maintain a technical
library of software and educational materials and equipment that is for the use
of the PPCUG and the community. Section
5. PPCUG will publish a newsletter,
herein called the PPCUG Gazette or Gazette, for each month that there is a
General Meeting of the PPCUG. ARTICLE
III. MEMBERSHIP
Section
1. Membership is open to
individuals, families, students and businesses. Section
2. Membership in the PPCUG is
open to anyone interested in personal computers, the Internet and/or handheld
electronic computing devices and shall not be denied to anyone based upon race,
creed, sex and religion. Section
3. Each member is entitled to a
membership card that authorizes his/her participation in activities reserved for
members of the PPCUG as defined by the Board of Directors.
The PPCUG has four memberships: individual, family, student and business
or corporate. In the family
membership each member of the family has the same rights and privileges of an
individual member. The student member has the same rights and privileges of an
individual member. The business
membership shall designate one person who will have the rights and privileges of
an individual member. Section
4. Each member is entitled to cast
one vote in any PPCUG election or activity that requires general membership
approval. Section
5. Anyone under the age of sixteen
may become a Student Member and his/her dues shall be approximately one-third
that of full members. Student
members are entitled to vote in the same manner as any other member. Section
6. Any member whose dues are fully
paid up may hold office. Section
7. The Board of Directors can expel
any member for good cause, but such expulsion is not final until ratified by a
two-thirds vote of the membership of those in attendance at a general meeting of
the membership. ARTICLE
IV.
BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the following members of the PPCUG. A. All Officers of the PPCUG.
B.
The
immediate past President of the PPCUG. C.
A minimum
of two and a maximum of ten members elected at large from the membership to
serve as Directors at Large. Section
2. Specific duties of the Board of Directors include the following: A.
Conduct
the business of the PPCUG and make all decisions according to these bylaws and
any amendments thereto. B.
Establish
annual membership dues. C.
Recognize
and approve the formation of Special Interest Groups (SIGs) and approve SIG
Leaders. D.
Confirm
the President’s recommendation for Directors to fill a vacancy.
The President can declare a Director’s vacancy if the Board Member
misses three out of four consecutive meetings or if the Board Member resigns. E.
Appoint
officers to fill un-expired terms of office when the office becomes vacant. F.
Nominate,
by a 2/3rds majority Board of Directors vote, additional Directors at Large
during the year as deemed necessary up to the maximum number as stipulated in
Article IV, Section 1-C. These
nominations must be announced in the Gazette and confirmed by a majority vote of
the general membership present at the next General Meeting. G.
For good
cause recommend Officers, Directors and Members for removal from elected
positions or from membership or both when necessary in accordance with these
bylaws. H.
Recommend
SIG Leaders and Committee Chairman for removal from their position and remove
same when necessary for the good of the PPCUG in accordance with these bylaws. Section
3. The following guidelines will
apply to Board of Directors meetings: A.
Meetings
shall be scheduled for the same time and place as appropriate. B.
All
members of the Board of Directors shall be notified by personal contact,
telephonically, e-mail or regular mail a minimum of five (5) working days prior
to any change in the normal time and place of a regular Board Meeting. C. Special meetings will be held at the request of the President, or in the alternative, at the request of any six (6) members of the Board. Notification requirements of Article IV Section 3.B apply. D.
Upon
majority consent of the Board members, an emergency meeting can be called
without advance notice. Section
4 In all Board of Directors
decisions, each member shall cast one(1) vote.
Section
5 A majority of the duly elected
Board of Directors is required to establish a quorum at any Board meeting. ARTICLE
V. OFFICERS
Section
1. The Officers of the PPCUG shall
consist of the following: A.
President B.
Vice
President C.
Secretary D.
Treasurer E.
Software
Compliance Officer and Librarian Section
2 The term of office for all
officers is one(1) year and shall run from July 1 through June 30. Section
3 All officers shall be elected
from the general membership according to the procedures set forth in ARTICLE X
of the these bylaws. Section
4 The general responsibilities of
the officers are as follows: A.
Conduct
the day-to-day business of the PPCUG. B.
Preserve
and govern the assets of the PPCUG. Section
5 The Specific duties of the officers are as follows: A.
The
President shall: 1.
Serve as
the Chief Executive Officer. 2.
Be
Responsible for the Management of the PPCUG 3.
Conduct
general meetings of the PPCUG. 4.
Conduct
Board of Directors meetings and other special meetings as called by him or the
Board of Directors. 5.
Designate
committees and recommend appointment of committee chairmen as required. 6.
Recommend
replacement of officer and/or director vacancies to the full Board of Directors.
7.
Be an
ex-officio member of all committees except the Nominating Committee. B.
The Vice
President shall: 1.
In the
absence of the President preside and perform the duties of the President. 2.
Coordinate
the public relations of the PPCUG. 3. Perform such other duties as may be assigned by the President. C.
The
Secretary’s responsibilities are: 1.
Take
minutes of all General and Board of Directors Meetings. 2.
Prepare a
draft of the minutes. Board of
Directors minutes will be e-mailed prior to the next meeting of the Board.
General Meeting minutes will be routed to the President for comments and
then published in the next edition of the Gazette.
The President will ask that the minutes of each meeting be approved on
motion without the need for reading during the meeting. 3.
Prepare
all official correspondence of the PPCUG. 4.
Maintain
non-financial records of the PPCUG 5.
Keep and
maintain the Articles of Incorporation, the Corporate Seal and the bylaws of the
PPCUG. 6.
Prepare
notices and ballots for the annual election of officers. 7.
Call
meetings to order, in absence of president or vice-president, and preside until
election of a pro-tem chairman. D.
The
Treasurer shall: 1.
Deposit
and maintain custody of all moneys received by the PPCUG and have general
responsibility for overseeing all financial affairs. 2.
Open and
maintain a checking account in the name of the PPCUG in a convenient bank and,
when desirable, open an interest bearing account. 3.
Attempt
to maintain a sufficient balance in the checking account to pay current bills.
When authorized by the Board of Directors, an interest bearing account will be
opened and used to keep the remaining balance. 4.
Ensure
that the bank has on file authorization for checks to be signed by the Treasurer
or the President or Vice President. Each
check requires only one signature and must be in accordance with provision 5 of
this section of the bylaws. 5.
Checks
over $100.00 may be processed without Board approval if they are within budget
and for Board approved projects. Checks
over $100.00 and not for approved projects require Board approval.
Checks under $100 may be processed at the Treasurer’s discretion if the
invoice or bill is properly authenticated and within budget.
Checks for expenses over budget require Board approval. 6.
Maintain
complete records and prepare a financial statement for each Board of Directors
Meeting, and at the business meeting when requested. 7.
Submit in
August or soon thereafter a 12 month July 1st to June 30th.
Budget. 8.
Be
prepared to assist in annual audit, as appropriate. 9.
Prepare
and file all required Federal, State and Local tax returns, if any, utilizing
the services of a CPA. 10.
Ensure
that insurance is in force to protect the PPCUG against liability claims and
theft of equipment. E.
The
Software Compliance Officer and Librarian shall: 1.
Carryout
the Software compliance policy of the PPCUG. 2.
Accumulate
and maintain the computer software, hardware, literature and related items as
directed by the Board of Directors. ARTICLE
VI.
COMMITTEES
Section
1. With the exception of the
Membership Committee the President shall appoint standing committees, subject to
confirmation by the Board of Directors. He
will also appoint the Chairman of said committees.
These include, but are not limited to, the following: A.
Gazette B.
Webmaster C.
Program D.
Product
Review E.
Membership Section
2. The President may appoint ad hoc
committees, as necessary, to accomplish short-term projects. ARTICLE
VII.
FINANCIAL TRANSACTIONS
Section
1. All PPCUG activities that
conduct regular financial transactions shall operate within a budget approved by
the Board of Directors. Section
2. The Treasurer will reimburse all
authorized expenses. Receipts for
individual expenses exceeding $25.00 must be provided. Section
3. No part of the net earnings of
the PPCUG shall inure to the benefit of any individual member and all profits
shall be used in the interest of the PPCUG. Section
4. A financial status of the PPCUG
will be published annually during the first quarter of the calendar year in the
Gazette. Section
5. Individuals appointed by the Board of Directors shall conduct an independent
audit of the PPCUG’s financial records annually. Section
6. In the event of dissolution of
the PPCUG, all assets shall be transferred in accordance with the PPCUG Charter
and applicable State law. ARTICLE
VIII.
SPECIAL INTEREST GROUPS (SIGs)
Section
1. Special Interest Groups (SIGs)
are formed to support the purposes of the PPCUG. Section
2. Membership in a PPCUG SIG is
open only to members of PPCUG. Section
3. The participants of the SIG
shall choose a SIG Chairman. The
specific duties and responsibilities of the SIG Chairman include: A.
Present
the documentation stated in Section 3.C and D. of this article to the Board of
Directors. B.
Attend
Board of Directors meetings or send a representative from the SIG to report on
SIG activities. C.
Maintain
an up-to-date roster of members of the SIG. D.
Report
topics monthly to the Gazette Editor. Section
4 A SIG becomes a recognized
unit within PPCUG when formally recognized by the Board of Directors. ARTICLE
IX.
GENERAL MEETINGS.
Section
1. General Meetings shall be held
monthly, with the exception of December, on an established day of the month or
as called by the Board of Directors. Section
2. PPCUG members shall be notified
at least five (5) working days prior to the meeting if the meeting is not to
take place at the regular time or place. This
is to be accomplished by posting on the website and by e-mail to those members
who have signed up for e-mail. Section
3. At any General Meeting, a quorum
shall be ten (10) percent of the total membership, but no less than twenty (20)
members. ARTICLE
X.
ELECTIONS.
Section
1. Elections shall be held annually
for PPCUG officer and Directors-At-Large positions during the General Meeting in
June. The Ballot shall be included
in the May Gazette. Section
2. Candidates for office shall be
dues-paid PPCUG members. Nominations
for candidates for office must be made by the April General Meeting after which
nominations will be closed. All
nominations made, seconded, and accepted by the nominee, during the April
General Meeting must be included on the June ballot. Section
3. Election to office shall be by
simple plurality vote. Each paid-up
member is entitled to one vote. Section 4. The President may establish a Nominating Committee consisting of at least three (3) and no more than five (5) members at the February General Meeting. It is the duty of the Nominating Committee to identify qualified and willing persons for all offices and Directors-At-Large. To the extent practical no member of the Nominating Committee will be a candidate for elective office. All members are invited and welcomed to serve. If the Nominating Committee obtains only one member for each position by the April Meeting and there are no other candidates nominated from the floor by the April Meeting, the Nominating Committee may slate the nominations. If no offices or board positions are contested, the election in June shall be by voice vote. Otherwise a ballot will be prepared and one ballot will be given to each member at the June meeting. The ballots will be collected, tabulated and results announced at the June Meeting. ARTICLE
XI.
CONFLICT OF INTEREST.
Section
1. No member of the Board of
Directors may accept any payment or remuneration for serving as a member of the
Board of Directors. Section
2. Each member of the Board of Directors must submit in writing to the Secretary
a list of potential commercial conflicts if any potential conflict exists.
Negative reports are not required. ARTICLE
XII. PARLIAMENTARY CONDUCT.
Section
1. Unless otherwise specified
herein, Roberts Rules of Order shall govern the procedures of the PPCUG. ARTICLE
XIII.
PRIVACY AND CONFIDENTIALITY OF MEMBER
Section
1. The Membership Chairman and/or
his designated assistant will be responsible for insuring the confidentiality of
member information including, but not limited to, home addresses, telephone
numbers and e-mail addresses so as to insure the privacy of each member.
Personal information will not be disseminated to anyone else without the
member’s consent. Section
2. Notwithstanding Section 1 any
member may elect to share personal information with any Officer, Board Member or
Committee Chairman. ARTICLE
XIV.
LIABILITY AND INDEMNITY OF OFFICERS AND DIRECTORS
Section
1. To the fullest extent permitted
by the laws of the State of Tennessee no Officer or Director shall be liable to
the PPCUG or its members for monetary damages for any acts or omissions of such
Office or Director of the PPCUG. Section 2. To the fullest extent permitted by Tennessee Law, the PPCUG will indemnify including attorney fees any person who is a party in any civil, criminal or administrative investigative action, suit or proceeding by reason that the person was an Officer or Director of the PPCUG. ARTICLE
XV.
AMENDMENTS
Section
1. Amendments, changes or deletions
to PPCUG Bylaws may be made at any General Meeting if this action is announced
at least fifteen (15) days prior to the meeting.
The notice must clearly announce the date of the General Meeting at which
the amendment vote will take place and the proposed amendment shall be published
in the previous month’s Gazette. Section
2. A Board Member must first
present any proposed amendment to the Board of Directors. The proposed amendment must then pass a vote of the Board of
Directors before notice as described in Article XIV Section 1 can be published
in the Gazette. Section 3. Each member is entitled to one (1) vote for a proposed amendment at the General Meeting and a two-thirds majority of those in attendance where a quorum exists must vote for the amendment for it to become effective. Dated this 16th. Day of July 2001 __________________________
Don Droege, President Attest:______________________
Sue McBride, Secretary
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