Modesto PC User Group Bylaws
Amendments adopted at the General Meeting, March 22, 2001.
ARTICLE I — NAME AND PURPOSE
1. The name of this organization is MODESTO PC USER GROUP. This club is a nonprofit public-benefit association and is not organized for the private gain of any person. The specific purposes for which this club is organized are to develop an institution to teach and disseminate educational material to the public, including, but not limited to, material relating to personal computers, through publications, lectures, or other means.
ARTICLE II — MEMBERSHIP AND GENERAL MEETINGS
1. Membership is open to the public. Members of this organization shall be any person or family who has paid annual dues as set by the board of directors.
The Board, as warranted, may confer honorary or emeritus membership on members in recognition of notable contributions to the user group. Those honored shall retain full membership status, including voting and office holding rights, but no dues will be required.
2. Non members may attend a maximum of two club meetings and two SIG meetings.
3. General meetings shall be held at regular intervals (i.e., monthly). Time and place of general meetings shall be announced in the PC POST, the official publication of the organization.
ARTICLE III — BOARD OF DIRECTORS AND APPOINTED POSITIONS
A. BOARD OF DIRECTORS
1.The board of directors shall consist of the following officers:
and one DIRECTOR AT LARGE.
2. As the governing body of the club, each member of the board shall have one vote for occasions requiring the vote of the board of directors.
3. The current past president shall serve an additional year as an advisor to the board in a non-voting position as PRESIDENT, EMERITUS.
4. All Board members are elected by the membership at large.
B. APPOINTED POSITIONS
1. Appointed positions may be created as needed.
2. Each position shall be filled by the president with board approval.
3. All those appointed are responsible to the board of directors.
C. SPECIAL INTEREST GROUP (SIG) LEADERS
1. SIG LEADERS are self-appointed volunteers with approval of the Board.
2. SIG LEADERS are responsible to the Board of Directors through the SIG COORDINATOR.
ARTICLE IV — DUTIES AND RESPONSIBILITIES OF OFFICERS AND
1. Serve as official representative of the MPCUG.
2. Ensure that the bylaws of the MPCUG are enforced.
3. Conduct general meetings.
4. Conduct board meetings.
5. Call and conduct special meetings as required.
6. Appoint any required committees.
7. Appoint, with the approval of the board, persons to fill any vacant board positions.
B. VICE PRESIDENT
1. Attend board meetings.
2. Assume the duties of the president in the president's absence.
3. Chair a committee to provide for programs at general meetings, arranging for speakers and demonstrations.
1. Attend board meetings.
2. Maintain a record of all general and board meetings, providing copies to members of the board in a timely manner.
3. Prepare correspondence for the MPCUG as directed by the PRESIDENT or other board members.
4. Maintain a copy of the bylaws for reference at all meetings.
5. Receive all mail addressed to the MPCUG and forward it to appropriate persons.
6. Maintain club records.
7. Maintain an Inventory of the User Groups physical assets on a monthly basis.
1. Attend board meetings.
2. Receive all monies due to MPCUG.
3. Obtain board approval for all expenditures.
4. Maintain financial records in accordance with generally accepted accounting principals (GAAP).
5. Deposit funds into bank or other financial institutions as approved by the board.
6. Present treasurer's report at each board meeting. Such report is to summarize the financial status of the club.
7. Prepare a budget, for approval by the board before September 1st.
8. Publish in the newsletter an annual financial report for the general membership at the end of each fiscal year.
9. Provide the membership chairperson with a list of new or renewing members.
E. DIRECTOR AT LARGE
1. Attend Board meetings.
2. Greet new members, encouraging them to attend meetings and making them feel welcome.
3. Assist the board with club business.
4. Perform special duties according to office.
F. APPOINTED LEADERS
All appointed leaders shall have the responsibility either to attend and make a personal report on their activities for the club at each board meeting or submit a report via message (i.e., voice to a member of the board, written or E-mailed prior to the board meeting.) The board of directors must write and keep an up-to-date description of appointed position responsibilities.
ARTICLE V — ELECTION OF OFFICERS
A. NOMINATING COMMITTEE
1. In February of each year, a nominating committee of three members shall be selected as follows: The PRESIDENT shall appoint the chairperson, the board shall elect a second member, and the club shall elect the third member. Only one member of the committee may be a member of the Board of Directors.
2. The nominating committee shall invite all members to suggest names for consideration.
3. The committee shall nominate one or more candidates for each office and director after consent of the nominee is obtained.
4. The report of the nominating committee shall be read to the club during the May meeting and shall be published in the June PC Post.
B. ELECTION OF OFFICERS
1. The election shall be held at the June meeting. The report of the nominating committee shall be read again by the chair of the committee at this meeting and additional nominations may be made from the floor.
2. The election shall be conducted by a board member whose term is not up for election.
3. Elections shall be by simple majority of a quorum present.
4. Elections shall be by ballot for any office for which there is more than one nominee. In cases of election by ballot the president shall appoint three tellers, none of whom shall be a nominee for any office. The tellers shall count the ballots and report the results to the presiding officer.
5. Any person nominated for an office must be a member in good standing.
6. New officers shall assume their duties on July 1.
7. In the event that not all offices have nominations, the election of offices for which there are nominations shall proceed.
C. DURATION AND CONDITION OF TERMS FOR ELECTED OFFICERS
1. Except for President and Vice President, officers shall serve for two years. The PRESIDENT and VICE PRESIDENT shall serve one year terms only.
2. Terms of office shall be staggered as follows:
3. Even years - the following will be elected: DIRECTOR AT LARGE.
4. Odd years - the following will be elected: SECRETARY and TREASURER 5.If the position of PRESIDENT becomes vacant for any reason during, the VICE PRESIDENT shall fill the President’s position until the next regular election.
6. The PRESIDENT may call for a nominating committee and election to fill a vacated board position or appoint a replacement with approval of the remaining board members.
ARTICLE VI — CLUB PROCEDURES, DEFINITIONS AND CONDUCT
1. Meetings will be conducted in accordance with Robert’s Rules of Order.
2. Board approval is defined as a majority vote of the board.
3. A quorum of the board of directors is defined as three voting members present. A quorum of the membership is defined as 15 percent of the members in good standing.
4. Pricing of MPCUG products and services will be determined by the board.
5. The PRESIDENT, with approval of the board, shall appoint a committee to audit the MPCUG financial records at the end of the fiscal year. This job must not be performed by any board member.
6. Any board member may be removed from office for cause with a two-thirds vote of a quorum of the membership at a general or special meeting.
ARTICLE VII — ETHICS
1. The MODESTO PC USER GROUP, as part of its standard of ethics, will not be a party to the illegal copying of copyrighted software by its members or other parties associated with the MPCUG.
2. No member shall act as an agent for the MPCUG without prior approval of the board.
ARTICLE VIII — USER GROUP DISSOLUTION PROCEDURE
This provision is to provide for the circumstances and process under which this organization may be dissolved and the dissolution process shall take precedence over all other provisions of these bylaws.
1. There are three conditions under which a dissolution procedure would be initiated. Any one of these would trigger the process beginning at number 2 of this article.
a. At a duly called General Meeting, a member in good standing moves to dissolve the organization, Modesto PC User’s Group, with a valid second and a vote as defined in these bylaws at (1e) below. The Board of Directors would then proceed to notice and set the date for the vote.
b. The Board of Directors may initiate the dissolution process by calling for a vote at a duly called General Meeting noticed as required in (1d) below with vote as defined in these bylaws at (1e) below.
c. Should there be only three (3) elected or serving board members at the end of the election process at a regular Annual Meeting held in June, the presiding president, or the highest ranking board member, shall ask the membership at that Annual Meeting whether any member wants to make a motion to dissolve the organization. If such motion is made and passed, a second vote shall be noticed in the next PC Post and a final vote shall be held at the next regular meeting, i.e. July. If the vote at the next regular meeting is duly noticed and affirms the dissolution, the process shall proceed as required in Part 2 of this article. All votes shall be as defined in 1e.
The call for this process is an acknowledgment that while three board members could run the organization, experience indicates that it is not practicable to do so and therefore the organization should consider dissolution before proceeding into a new year with a potentially handicapped board of directors.
d. Intent to dissolve must be noticed in the PC Post 30 days in advance of an actual vote and may at the board of director’s discretion, include a notice by special letter.
e. In the event a quorum of club members is not present at the meeting at which the motion to dissolve the club is made, pursuant to provisions 1a, 1b or 1c of this article, then a simple majority of members present shall suffice to pass the motion.
2. As soon as a vote to dissolve is passed, a committee shall be automatically formed to proceed with the dissolution process.
a. The committee shall be composed as follows: as many board members as shall be available, three (3) non board members to be nominated and elected from the floor of the same meeting as the vote to dissolve.
b. The current past president shall be a full voting member of the dissolution committee. All members of the committee shall have an equal vote.
c. A dissolution committee chairperson shall be nominated and elected from the floor at the same meeting as the vote to dissolve. This person shall be a member of the board, a member of the dissolution committee or a past president.
d. The dissolution committee once established shall have full power to carry out all business necessary to dissolve the Modesto PC User Group.
e. The dissolution Committee shall meet as called by the Chairmen of the Committee.
3. At its first meeting, the committee shall inventory the user group’s equipment and bank accounts.
4. The committee shall determine the best method of disposing of the equipment assets of the user group whether by sale or donation. If it is by sale, then the money generated must be added to the total cash value of the user groups assets.
5. After all outstanding debts have been paid (including dissolution costs), assets other than bank accounts, such as pre paid meeting rental and prepaid postage and insurance refunds, if available should be determined and added to the primary bank account. When all funds are received and all creditors satisfied, the bank accounts shall be consolidated and checks written as follows:
a. All current members in good standing as of the date of the dissolution motion shall be reimbursed for the remaining term of their dues on a prorated basis as of the dissolution date. Partial months will be considered as a whole month.
b. Those who have been members less than thirteen (13) months shall only receive a prorated reimbursement of the remainder of their dues paid. They will not be eligible for any further pro-ration of user group funds.
c. All remaining monies shall be divided between the total membership as of the date of the dissolution vote regardless of length of membership except for those in (5b).
d. All disbursements shall take place within three (3) months of the dissolution vote. Any remaining funds shall be donated to Community Hospice of Stanislaus.
e. The bank account shall be closed within six (6) months of the dissolution vote and all user group activities shall cease as of that date.
6. The immediate past president with full discussion with the committee will proceed to notify all affected parties such as vendors and others who might otherwise mail or ship information to the User Group. The Treasurer and Secretary shall maintain the postal address until the box rental runs out or all reasonable mail stops.
7. With the real possibility of dissolution, as of the date of the acceptance of these revised bylaws, the Secretary shall provide an updated Inventory list of all physical assets and verify the status of same at each board meeting or dissolution committee meeting or until those assets are distributed.
8. Should the dissolution committee determine that the reasons for the dissolution are no longer applicable or other significant changes have taken place and that therefore the dissolution should not proceed without consulting with the membership, the committee shall by majority vote, set a general membership meeting to consider rescinding the dissolution action. The notification shall be by first class letter with at least 30 days notice and shall state the reasons for possible rescission. This vote must occur before any distribution of funds to be considered viable. This meeting’s quorum standards will be the same as for the dissolution vote set in (1e) above.
ARTICLE VIX — RECORDS, REPORTS, BY-LAW CHANGES
All board members and holders of appointed positions shall keep records and reports of their office. Such records and reports shall be open to any member at any reasonable time.
MPCUG bylaws may be amended by a two-thirds vote of a quorum of the membership at a general meeting. When amendments to bylaws are proposed, the PRESIDENT shall appoint a committee to study the proposed changes and to prepare them for consideration by the general membership.
A draft of the proposed revisions, and the time and place of the general meeting at which the vote is to be taken, shall be published in the PC POST preceding the meeting. In publishing the proposed amendments, the board may recommend approval or disapproval. These bylaws shall be published once each calendar year in the PC POST.