|
East
Tennessee Computer Society
Bylaws
East Tennessee
Computer Society, Incorporated
A
Tennessee Non-Profit Corporation
ARTICLE I
Introduction
Section 1.
Definition of Bylaws
These Bylaws constitute the code of rules adopted
by the East Tennessee Computer Society, Incorporated, a personal computer
user group, for regulation and management of its affairs.
Section 2.
Purposes and Power
This Corporation will have the purposes and powers
as may be stated in its Articles of Incorporation, and such powers as are
now or may be granted hereafter by law.
ARTICLE II
Membership
Section 1.
Membership
Any person who professes an interest in personal
computers may apply for membership. For the purposes of this paragraph, a
base membership may include up to two individuals, both living at the same
address. Individuals may participate in the East Tennessee Computer
Society in one of the following categories:
1. Base
Membership. A base membership includes one subscription to the East
Tennessee Computer Society newsletter and include up to two individuals
living at the same address, each vested with all privileges in the East
Tennessee Computer Society, Incorporated.
2. Extended
Membership. An extended
membership is available for each person living at the same address as a
base membership and is entitled to the same privileges, except a
subscription to the East Tennessee Computer Society newsletter.
3. Sponsoring Membership. Any organization may designate one
representative who shall have all the same privileges as a base
membership.
The dues for each type of membership designated above
shall be set by the Board of Directors.
Membership is effective upon submission of a
membership application and payment of dues.
Section 2.
Voting Rights
During the business meetings of the corporation, each
member shall have the right to cast one vote.
Section 3.
Annual Dues
The annual dues shall be payable annually during the
anniversary month of the start of membership.
Dues not paid within sixty (60) days of the end of said anniversary month
shall be delinquent and membership shall be suspended. Any membership
suspended because of
delinquent dues may be reinstated upon payment of current dues. If a
membership resigns, no refund of dues shall be made.
Section 4.
Revocation of Membership
The Board of Directors may revoke any membership for
due cause upon the return of membership dues.
ARTICLE III
Meetings
Section
1. Regular Meetings
The regular meetings of the membership of the
Corporation will normally be held each month on a date to be set by the
Board of Directors. The regular meetings of the East Tennessee Computer
Society, Incorporated, must be held within Knox County, Tennessee, or an
adjacent county.
Visitors.
Visitors have the opportunity to attend the regular meetings and the
Special Interest Groups (SIGs), but may not receive a subscription to the
East Tennessee Computer Society newsletter, vote, receive door prizes, or
receive products for review.
Section
2. Annual Meeting
The annual meeting of the membership will be held as
a part of the regular membership meeting in December of each year. In
addition to regular business to be transacted, Officers will make annual
reports to the membership, and the nomination and election of Officers for
the forthcoming year will be completed.
Section
3. Special Membership Meetings
Special membership meetings may be called by a
majority of the Board of Directors or by the President of the Corporation
or upon the signed request of at least twenty (20) members. Only business
specified in the call may be transacted at any special meeting. Notice of
such meeting must be by written notice to the base membership and it must
contain the call and specific business, mailed at least ten (10) days
prior to such meeting. Notice shall be effective when mailed to the
address contained in the Corporate Roster.
Section
4. Quorum of Members
A Quorum for any membership meeting shall be twenty
percent (20%) of the membership.
ARTICLE IV
Directors
Section 1.
Number and Qualifications of Directors
The number of Directors of this Corporation will be
seven (7). These Directors shall be the Officers of the Corporation. Any
vacancies occurring on the Board of Directors between annual elections
will be filled by a vote of the members at the next regular meeting, with
such Director serving until the next annual election of the Directors. The
immediate past president shall sit on the board in an advisory, non-voting
capacity.
Section 2.
Meeting of the Board of Directors
The Board of Directors will meet at least quarterly
and report to the membership as to the results of these meetings. The
Board will meet at the call of the President or upon the call of at least
two (2) members of the Board. The meetings of the Board of Directors must
be held within Knox County, Tennessee, or an adjacent county.
Section 3.
Action of the Board of Directors
An action of the Board of Directors requires at least
four affirmative votes. All contracts the East Tennessee Computer Society
enters into must first be approved by the Board of Directors.
Section 4.
Powers and Duties of Directors
The powers and duties of the Board of Directors are
as follows:
1. To
have complete supervision and control over the policies, operation and
affairs of the Corporation, including appointing or removing any agent or
appointee of the Corporation.
2. To
remove from office any director, when in the judgement of the Board of
Directors the best interest of the corporation would be served thereby.
3. To
make recommendations to the membership regarding Corporate matters.
4. To
authorize and file tax returns as prepared by the Treasurer of the
Corporation.
5. To
prepare an annual budget and to submit it to the membership at the annual
meeting.
6. To
perform such other duties as are specified in the
Articles of Incorporation or as required in order to direct the
activities of the Corporation.
ARTICLE V
Officers
Section 1.
A Nominating Committee, consisting of at least three
Board of Directors members and three members not on the Board of
Directors, shall nominate candidates for the offices to be filled at the
annual meeting in December. The Nominating Committee shall report to the
membership at the regular meeting in November, and place a notice in the
December issue of the Newsletter, the names of the nominated individuals.
Prior to the election at the annual meeting, additional nominations from
the floor shall be permitted.
Section 2.
Selection of Officers
Officers must be members of the Corporation. These
officers shall be elected by majority vote at the Annual meeting (or at
the first regular meeting thereafter containing a quorum) and shall serve
for a term of one year or until a successor has been duly elected and
installed. In the event a vacancy occurs in an office during its term, the
general membership shall elect a person as a successor at a special
election held at the next regular meeting.
Section 3.
President
The President shall be the Chief Executive Officer of
the Corporation and shall exercise supervision over the activities and
operations of the Corporation. He/she shall preside at all meetings at
which he/she is present, including meetings of the Board of Directors.
He/she shall appoint all committees, subject to the approval of the board
of directors, and shall serve as a member ex officio of same.
Section 4.
Vice President
The Vice President shall assume the duties of the
President during his/her absence and shall perform such other duties as
directed by the Board of Directors or the President. The Vice President
shall automatically be one of the candidates nominated for the position of
President at the next annual election, unless he/she chooses not to run.
Section 5.
Vice President, Vendor
Relations
The Vice President, Vendor Relations, shall maintain
contact throughout the computer community to ensure that the East
Tennessee Computer Society has access to current computer technology and
to provide a resource pool for Society members. The Vice President, Vendor
Relations shall act as Program Chairperson for the regular membership
meetings. The Vice President, Vendor Relations shall perform such other
duties as directed by the Board of Directors.
Section 6.
Vice President, Member Services
The Vice President, Member Services will act as a
liaison between the Society’s various forums and activities and the
Board of Directors. He/she shall keep the official Corporate Roster and
database and shall perform such other duties as directed by the Board of
Directors.
Section 7.
Secretary
The Secretary shall keep the minutes of all regular
or special meetings of the Corporation and the Board of Directors. These
minutes shall be retained in the files of the Corporation and shall be an
official, accurate and permanent record of all business transacted at
these meetings. As directed, the Secretary shall prepare official
correspondence on behalf of the Corporation. He/she shall be the official
keeper of all Corporate Records and files and shall deliver them to
his/her successor.
Section 8.
Treasurer
The Treasurer shall receive all funds, deposit and
keep them in a financial institution selected and approved by the Board of
Directors. He/she shall be responsible for the filing of all tax return
for federal, state and local taxes. He/she shall keep an accurate record
of all monies received and expended, and shall regularly report to the
membership on the financial status of the Corporation. All checks written
for any amount greater than $1,000.00 will require the signatures of both
the President and the Treasurer. He/she shall serve without bond. At least
quarterly, he/she shall submit an itemized statement of receipts and
expenditures to the Board of Directors, together with written statements
of funds on deposit. At the expiration of his/her term, he/she shall
deliver all records and monies belonging to the Corporation to his/her
successor.
Section 9.
Vice President, Communications
The Vice President, Communications shall be
responsible for the conduct of communication between the Society and its
members, the public, and other relevant parties, excluding vendor
communications. These activities shall include public relations,
publicity, promotion, the official web site, the official newsletter, and
such other duties as directed by the Board of Directors. The Vice
President, Communications shall be responsible for selecting and
overseeing the newsletter staff, whose duties include obtaining articles
for the newsletter, editing them as required, and publishing the
newsletter in time for it to be mailed to the membership to be received by
the date of the regular monthly meeting.
Section 10.
Delegation of responsibilities
Each officer may, with the approval of the Board of
Directors, appoint one or more assistants, and delegate specific
responsibilities to the assistant(s). Such assistants may be given
suitable titles. The assistants shall serve on the Board of Directors,
only when given a proxy by
their principal officer on the occasion of his/her absence.
ARTICLE VI
Committees and Special Interest Groups (SIGs)
Section 1.
Appointment
Except for the nominating committee, all Committees
shall be appointed by the President, subject to the approval of the Board
of Directors. Committees, standing or special, shall be appointed from
time to time as deemed necessary to carry out the work of the Corporation.
Section 2.
Special Interest Groups (SIGs)
Special Interest Groups may be formed to provide for
the special interests of the membership. These Special Interest Groups
will be headed by a person approved by the Board of Directors. Such person
will have no official capacity except as it relates to the SIG.
ARTICLE VII
Operations
Section 1.
Fiscal Year
The fiscal year of the Corporation will begin on the
first day of January and end on the last day of December.
Section 2.
Inspection of Books and Records
All books and records of this Corporation may be
inspected by any member, or his agent or attorney, for any proper purpose
at any reasonable time upon five (5) days written demand under oath
stating such purpose. This demand shall be delivered to the Secretary and
the Treasurer of the Corporation.
Section 3.
Non-Profit Operations and Compensation
This Corporation will not have or issue any shares of
stock. No dividends will be paid, and no part of the income of this
Corporation will be distributed to its members or Directors. However, the
Corporation may pay compensation in a reasonable amount to members or
Directors for expenses incurred.
Section 4.
Loans
This Corporation shall not borrow money to finance
its operations or the acquisition of capital equipment unless such loans
are first approved by 60% of the members present at the meeting at which
the vote is taken.
Section 5.
General
The Corporation shall at all times be governed by the
following limitations:
1. No
part of the net earnings of the Corporation shall inure to the benefit of,
or be distributable to its members, Trustees, Directors, Officers, or
other private persons, except that the Corporation shall be authorized and
empowered to pay reasonable compensation for reasonable expenses incurred
and to make payments and distributions in furtherance of the purposes set
forth in the Articles of Incorporation. No substantial part of the
activities of the Corporation shall be the carrying out of propaganda, or
otherwise attempting to influence legislation, and the Corporation shall
not participate in, or intervene in (including the publishing or
distribution of statements) in a political campaign on behalf of any
candidate for public office. Notwithstanding any other provision of the
Articles of Incorporation, the Corporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that
are not in furtherance of the purposes of this Corporation.
2. Upon
the dissolution of the Corporation, the Board of Directors shall, after
paying or making provision for the payment of all of the liabilities of
the Corporation, dispose of all of the assets of the Corporation
exclusively for the purpose of the Corporation in such manner, or to such
organization(s) which are organized and operate exclusively for
charitable, educationally, or scientific purposes as shall at the time
qualify as an exempt organization under the Internal Revenue Code of 1954
(as amended and/or superseded), as the Board of Directors shall determine.
Any such assets not so disposed of shall be disposed of by the Chancery
Court of the county in which the principal office of the Corporation is
then located, exclusively for such purposes or to such organization(s), as
said Court shall determine, which are organized and operated exclusively
for such purpose.
ARTICLE VIII
Parliamentary Authority
The rules contained in the current edition of
“Robert’s Rules of Order, Newly Revised” shall govern the conducting
of business meetings of the Corporation in all cases to which they are
applicable, and in which they are not inconsistent with these bylaws and
any special rules of order the Corporation may adopt.
ARTICLE IX
Principal Office of the Corporation
Designation of
the Principal Office of the Corporation. The Board of Directors shall
designate the principal office of the Corporation in the State of
Tennessee from time to time as they see fit.
ARTICLE X
Amendments
The Board of Directors may amend these Bylaws at any
regular Board meeting and shall publish such amendments to the membership.
The Board of Directors shall ensure the correctness of the amendment
format and shall ensure that the amendment is published in the newsletter.
These Bylaws can also be amended at any regular
membership meeting of the Corporation by a two-thirds (2/3) vote of the
members present, provided that the amendment has been submitted in writing
at the previous meeting. The Board of Directors shall insure the
correctness of the amendment format and shall ensure that the wording of
the proposed amendment is published in the newsletter before its
consideration at a regular meeting.
These Bylaws were adopted on the 16th day
of August 1997.
These Bylaws were amended on the 8th day
of November 1999.
This ends these bylaws. |
