Phoenix PC Users Group Bylaws

Article 1  Definition of Bylaws

Article 2  Mission

Article 3  Policies and Definitions

§ 3.1  Policies

§ 3.2  Definitions

Article 4  Membership

§ 4.1  Eligibility

§ 4.2  One Person

§ 4.3  Benefits of Membership

§ 4.4  Dues

§ 4.5  Honorary Memberships

§ 4.6  Transfer and Termination

Article 5  Meetings

§ 5.1  Notice of Meeting

§ 5.2  General Meetings

§ 5.3  Steering Committee

Article 6  Nomination and Election of Officers

§ 6.1  Nominations

§ 6.2  Election

§ 6.3  Disputes

§ 6.4  Absentee and Proxy Ballots

Article 7  Board of Directors

§ 7.1  Specific Duties of the Officers

§ 7.2  Delegation of Responsibilities

§ 7.3  Resignations

§ 7.4  Removal

§ 7.5  Liability of Officers

§ 7.6  Conflict of Interest Statement

Article 8  Appointments

Article 9  Special Interest Groups (SIGs)

Article 10  Financial Transactions and Operations

§ 10.1  Fiscal Year

§ 10.2  Authorization for Expenditures and Reimbursements

§ 10.3  Gifts

§ 10.4  Dissolution

§ 10.5  Merger

Article 11  Parliamentary Authority

§ 11.1  Prohibited Activities

Article 12  Miscellaneous

§ 12.1  Seal

§ 12.2  Registered Agent

§ 12.3  Affiliation with Other Organizations

§ 12.4  Advertising Policies

Article 13  Transition to New Bylaws

§ 13.1  Last Term of Existing Board

§ 13.2  First Election Under New Bylaws

§ 13.3  First Dues Under New Bylaws

Article 14  Amendments

§ 14.1  Effective Date of Bylaws

Phoenix PC Users Group Bylaws

Article 1  Definition of Bylaws

These Bylaws constitute the code of rules adopted by the Phoenix PC Users Group (PCUG) for the regulation and management of its affairs

Article 2  Mission

The mission of the Phoenix PC Users Group is to help the community become skilled with computers by providing a public forum to educate, exchange information, share expertise, and solve computer-related problems

Article 3  Policies and Definitions

§ 3.1  Policies

The Phoenix PC Users Group does not practice or advocate any particular religious, political, or computer industry-related agenda

Although the PCUG may feature commercial computer products in meetings and media, it shall be the policy of the PCUG to not endorse any commercial product or any service provider

§ 3.2  Definitions

1)

A Member is an individual whose dues are paid and is otherwise not ineligible for membership

2)

The Board of Directors shall consist of the President, Vice President, Secretary, and Treasurer

3)

An Officer is a member who has been duly elected by the membership to serve on the Board of Directors

4)

The Chairman, hereafter called the Chair, of any meeting, is the facilitator of the meeting. The Chair is not an Officer position, and might or might not be an Officer or chairperson of a committee.

Article 4  Membership

§ 4.1  Eligibility

1)

Any person over 13 years of age who desires to further the purposes of PCUG shall be eligible and may apply for membership

2)

Membership shall be available without regard to race, creed, color, sex, national origin, or computer operating system

§ 4.2  One Person

1)

A membership shall be Individual, meaning a personal membership, or Sponsored, meaning a person whose membership is paid for on their behalf by a corporation or other organization, but not another individual

2)

Each paid Individual membership shall apply to only the one specific person whose membership application has been accepted by the PCUG

3)

For Sponsored memberships, the sponsoring organization shall designate the name of the individual who is to be the member, and the names of up to two individuals, Representatives, who are authorized to designate (in writing) a different individual to be the member should they choose to do so

4)

Multiple memberships may be purchased by a single Sponsor, so long as each member is identified by the sponsoring entity

§ 4.3  Benefits of Membership

1)

Voting Rights -

Each member (except the Chair, who votes only in case of a tie) is entitled to cast one vote in any matter that requires membership approval. Notwithstanding the previous statement, the Chair may vote in any election.

2)

Newsletter -

Each member is entitled to receive a printed copy of the Phoenix PC Users Group newsletter as published

§ 4.4  Dues

Members shall pay yearly dues as set by the Board of Directors and approved by the membership. The annual dues shall be payable upon joining and for annual renewals.

Any membership which has expired because of delinquent dues may be reinstated upon payment of current dues for the entire year

If a membership ends, either voluntarily or involuntarily, no refund of dues shall be made

§ 4.5  Honorary Memberships

There shall be no honorary memberships

§ 4.6  Transfer and Termination

1)

Individual memberships are not transferable

2)

Sponsoring entities may request that the designated member be changed, and said change shall be effective upon receipt of a written request by either of the aforementioned Representatives

3)

Memberships shall terminate upon the occurrence of any of the following events: resignation, death, or termination for cause. Grounds for termination of membership for cause shall include noncompliance with these Bylaws or noncompliance with the Standard Operating Procedures for this organization.

4)

Only the Board of Directors may vote to terminate a member. Upon a majority vote to terminate, notice of termination shall be sent to the member by the President using certified mail at the member's last known address. A terminated membership may be appealed. Reinstatement of membership will be decided on a case-by-case basis by the Board of Directors.

Article 5  Meetings

§ 5.1  Notice of Meeting

Written or electronic notice stating the place, day, and hour of any meeting shall be delivered to the members not less than 25 days and no more than 60 days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, and addressed to the member as the address appears in the current membership roster. Electronic notice shall be sent to the member's email address as it appears in the current membership roster. If the place, day, and hour of any meeting are published in the newsletter, it shall have the same force and effect as if the notice had been mailed or emailed.

§ 5.2  General Meetings

1)

General Meetings are the monthly meetings featuring Q&A, presentations, and such for the membership. General Meetings are conducted at various locations in the Phoenix area on dates set by the Board of Directors.

2)

At the first Board Meeting following the election of officers, the Board of Directors shall designate one and only one particular monthly General Meeting as the General Meeting with Voting (as well as Q&A, presentations, and such). In this particular monthly General Meeting with Voting, the members present shall vote on any issues that require membership approval. This designation shall remain in effect until the first Board Meeting following the next election of Officers.

3)

On the date for the election, determined by the Board of Directors, at and only at the General Meeting with Voting, Officers shall make end-of-the-year reports to the membership, the nominations of Officers shall be closed, and the election of Officers shall be conducted

4)

Unless specified otherwise in these bylaws, a simple majority vote shall be required for the passage of each issue requiring membership approval

§ 5.3  Steering Committee

1)

The Steering Committee shall be comprised of members in attendance at the Steering Committee Meeting

2)

The Steering Committee shall meet on a monthly basis at and only at the location of, and immediately prior to, the General Meeting with Voting

3)

The Steering Committee shall provide suggestions for meeting presentations, plan special events, and conduct any other business as may come before the committee as authorized by the membership

4)

Business requiring membership approval may be discussed by the Steering Committee, and recommendations may be made for voting in the General Meeting with Voting that follows

Article 6  Nomination and Election of Officers

§ 6.1  Nominations

1)

Nominations for Officers shall be opened in the month prior to the date for the election (which is determined by the Board of Directors), at and only at the General Meeting with Voting

2)

A nomination from the floor may be made by a member, and must be seconded by another member. Such nominations require the consent of the nominated person, either in person or in writing

§ 6.2  Election

1)

Each officer will be elected by ballot, or acclamation if only one candidate has been nominated, for a term of one year

2)

Persons receiving the highest number of votes win, ties being decided by coin toss. The term of office shall be from January 1 through December 31. All officers must be members in order to serve.

3)

The Board of Directors shall appoint a replacement for the remaining term of any office vacated due to removal or resignation of the Officer

§ 6.3  Disputes

1)

Any dispute with respect to election procedure, conduct, tabulation, or any other election matter shall be brought to the membership by the end of the next General Meeting with Voting

2)

Any such disputes shall be resolved by the members present at that meeting

§ 6.4  Absentee and Proxy Ballots

Absentee and proxy ballots are not permitted

Article 7  Board of Directors

The Board of Directors will meet at least quarterly. Results and/or minutes of these meetings shall be reported to the membership and/or published on the PCUG website or in the newsletter

§ 7.1  Specific Duties of the Officers

1)

The President shall

1.

Serve as the Chief Executive Officer

2.

Preside at all Steering Committee Meetings, General Meetings, and Board Meetings

3.

Assure agendas for all Board Meetings are prepared

4.

Oversee the arrangement for meeting presentations

5.

Exercise supervision over the activities and operations of the Phoenix PC Users Group

6.

Appoint, with the consent of the Board of Directors, committees, and recommend the appointment of committee chairpersons as required

7.

Oversee all special events and new projects in which the Phoenix PC Users Group is involved

8.

Have final responsibility for ensuring all meeting locations and availability

9.

Introduce the meeting and act as Master of Ceremonies during the presentation of the program, or appoint a moderator

10.

Upon completion of his/her term, deliver all relevant materials to his/her successor

2)

The Vice President shall

1.

Perform the duties of the President in his/her absence

2.

Serve as President for the remainder of the President's term of the office, if the Presidency becomes vacant

3.

Perform duties as directed by the President

4.

Upon completion of his/her term, deliver all relevant materials to his/her successor

3)

The Secretary shall

1.

Perform the duties of the Vice President in his/her absence

2.

Take the minutes of all official meetings, or appoint a substitute if not able to attend the meeting. If not able to do so, the presiding officer will arrange a substitute.

3.

Make the minutes available for distribution within the Phoenix PC Users Group

4.

Prepare, type, and handle all official correspondence

5.

Maintain files, including minutes, incoming and outgoing correspondence, etc. as appropriate

6.

Maintain the Articles of Incorporation, Corporate Seal, Bylaws, Standard Operating Procedures, and all other important PCUG documents

7.

Prepare notices (as stated elsewhere in these Bylaws) and ballots for the annual election of officers

8.

Notify the Board of Directors and appropriate chairpersons, of forthcoming events that may require action

9.

Upon completion of his/her term, deliver all relevant materials to his/her successor

4)

The Treasurer shall

1.

Perform the duties of the Secretary in his/her absence

2.

Open and maintain accounts as directed by the Board of Directors in banks approved by the Board of Directors

3.

Open all accounts in the name of Phoenix PC Users Group

4.

As approved by the Board of Directors, maintain a petty cash account in an amount determined by the Board of Directors

5.

Receive, deposit, and maintain all funds and take responsibility for all financial affairs of the Phoenix PC Users Group under the oversight of the Board of Directors

6.

Keep electronic and printed books of each account and submit them, together with all other records and papers, to the Board of Directors in any meeting when required, or when requested to do so by the Board of Directors

7.

Prepare and present reports as specified in the Standard Operating Procedures

8.

Collect all dues for new and renewal memberships and coordinate with the membership chairperson

9.

Ensure that the bank has on file signature authorization for the Treasurer and President, and other officers designated by the Board of Directors

10.

The number of signatures required on checks shall be one; more if determined by the Board of Directors

11.

No signatory may sign a check payable to himself/herself

12.

Be responsible for filing tax returns as appropriate

13.

Be prepared to assist in an annual audit as appropriate

14.

Obtain insurance as directed by the Board of Directors

15.

At the end of the Treasurer's term, deliver all records and monies belonging to the Phoenix PC Users Group to his/her successor

§ 7.2  Delegation of Responsibilities

Each Officer may, with the approval of the Board of Directors, appoint assistants (who are members) as needed

The officer may delegate responsibilities to the assistants unless otherwise contravened by these bylaws

The assistants shall not serve on the Board of Directors

§ 7.3  Resignations

An Officer may resign at any time by giving written notice to any member of the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors, and the acceptance of the resignation shall not be necessary to make it effective. The Board of Directors may appoint a successor to serve for the remainder of the term of any resigning officer.

§ 7.4  Removal

Any member of the Board of Directors who fails in performing his/her assigned duties, or who misses three (3) consecutive Board Meetings, or misses a total of four (4) Board Meetings in one calendar year, may be removed from the Board of Directors, by a majority vote of the then-sitting Board of Directors members

Notice of such intended action shall be sent ten days in advance by certified mail to the Officer in question, and the other Officers of the Board of Directors, that such intended action will be included at the stated Board Meeting

§ 7.5  Liability of Officers

No officer of the PCUG shall be liable to the PCUG or to its members for monetary damages resulting from official actions as an Officer of the PCUG. No amendment to or repeal of this Article shall apply to, or have any effect on, the liability or alleged liability of any Officer of the PCUG for, or with respect to, any acts or omissions of such Officer occurring prior to such amendment or repeal.

§ 7.6  Conflict of Interest Statement

It is expected that each member will excuse himself/herself from voting on matters which could be a commercial conflict of interest. Also, by a two-thirds (2/3) vote of the Board of Directors, any member can be excluded from voting on a particular Board of Directors proposal if a commercial conflict of interest is determined to exist. The President is eligible to vote on this matter.

Article 8  Appointments

The President may appoint committees or individuals as necessary. Such appointees serve at the pleasure of the President and the Board of Directors.

The Board of Directors may direct the President to appoint or remove such appointees

Article 9  Special Interest Groups (SIGs)

A Special Interest Group is an informal group within the Phoenix PC Users Group that is formed to support the purposes of the Phoenix PC Users Group in a specific area of common interest among its members. Special Interest Groups may be established by the Board of Directors. The operation of the SIGs shall conform to the Standard Operating Procedures.

Article 10  Financial Transactions and Operations

§ 10.1  Fiscal Year

The fiscal year of the Phoenix PC Users Group will begin January 1st and end December 31st

§ 10.2  Authorization for Expenditures and Reimbursements

All expenditures authorized by the Steering Committee or the membership shall be reimbursed by the Treasurer

The Steering Committee shall have the authority to spend PCUG money up to its authorized limits. The limits on Steering Committee expenditures shall be determined from time to time by the membership.

Expenditures that exceed the Steering Committee authorized limit shall be presented by the Steering Committee to the membership for voting

§ 10.3  Gifts

The Board of Directors may accept on behalf of the Phoenix PC Users Group any contribution for any purpose that does not conflict with the PCUG mission statement

§ 10.4  Dissolution

In the event of the dissolution of the Phoenix PC Users Group, the remaining money and any other assets of the PCUG shall be distributed to any organization(s) which is (are) organized and operated exclusively for charitable or educational purposes, as the membership shall determine

§ 10.5  Merger

Notwithstanding the distribution of assets in the event of a dissolution, in the event of a merger, any remaining money and other assets shall become the property of the merged organization

Article 11  Parliamentary Authority

The Phoenix PC Users Group will follow Robert's Rules of Order Revised, 1915, Fourth Edition

§ 11.1  Prohibited Activities

Notwithstanding any other provision of these Bylaws, the Phoenix PC Users Group shall carry on only activities permitted by applicable state and federal laws

Article 12  Miscellaneous

§ 12.1  Seal

The seal of the PCUG shall consist of the name of the Phoenix PC Users Group, and the state and year of its incorporation

§ 12.2  Registered Agent

The Board of Directors shall designate a registered agent for the purpose of service of process and any other act required by law

§ 12.3  Affiliation with Other Organizations

1)

The Steering Committee may decide at a regularly scheduled meeting, by a majority vote of those in attendance, to affiliate with, join, or leave other organizations

2)

An affiliation is not a merger. (An example of an affiliation is joining an alliance of computer clubs to obtain presentation speakers.)

§ 12.4  Advertising Policies

All advertising submitted for publication shall be controlled by the Board of Directors or the designated committee

Article 13  Transition to New Bylaws

This article addresses the special circumstances associated with the transition to operations under these bylaws

§ 13.1  Last Term of Existing Board

The Board of Directors and Officers elected to serve from July 1, 2007 to June 30, 2008 will continue to serve through June 30, 2008

§ 13.2  First Election Under New Bylaws

The first Board of Directors of four Officers shall be elected in June, 2008, and will serve for six months, from July 1, 2008 through December 31, 2008

§ 13.3  First Dues Under New Bylaws

The first period for dues under the new bylaws shall be for six months. This does not preclude accepting payments for 18 months or additional periods.

Article 14  Amendments

These Bylaws may be amended at and only at a General Meeting with Voting, by a two-thirds (2/3) vote of members present, provided that the proposed amendment(s) have been mailed to the membership no less than five days prior to the first of three consecutive General Meetings with Voting, at which the proposals may be discussed

They will be voted upon at the third such General Meeting with Voting

§ 14.1  Effective Date of Bylaws

These Bylaws were approved by a two-thirds majority of Members present and voting on May 20, 2008 and will take effect on June 1, 2008