St. Augustine IBM User Group
(SAIBMUG)
P. O. Box 4301
St. Augustine, FL 32085-4301
B y L a w s
As amended by membership vote March 18, 1997
Article I: Name and Location
SECTION 1.1 – Name
The name of the organization shall be the St. Augustine IBM User Group
(abbreviated to SAIBMUG). Wherever the word “organization” is used herein,
it shall be understood to mean St. Augustine IBM User Group.
SECTION 1.2 – Location
The organization has no main headquarters. The office of the organization
shall be the residence of the president; however, a post office box shall
be set up as a mailing address.
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Article II: Objectives and Purposes
The objectives of this organization shall be to provide a forum for users
of IBM™ and compatible computers where they can exchange information and
ideas, assist each other in solving common problems, expand their individual
and collective knowledge in the use of computers, software and peripherals,
meet and learn from professionals in the field, and benefit from the availability
of public domain programs and cooperative purchasing.
The purposes shall include, but not be limited to, the following: provide
education, training and development in the use and application of computers,
peripherals and software to members and to the community including the
general public, school children and teachers, handicapped or disabled people,
and disadvantaged youth; encourage the use of personal computers for entertainment,
home office, scholastic, research, communications and commercial purposes
by means of meetings and round tables, demonstrations, classes and presentations.
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Article III: Dedication of Assets
The property and assets of this organization are irrevocably dedicated
to educational or charitable purposes. No part of the net earnings, properties,
or assets of this organization, upon dissolution or otherwise, shall inure
to the benefit of any private person or individual, or any member or director
of this organization.
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Article IV: Membership
SECTION 4.1 – Definition
The membership shall consist of persons having an interest in IBM™ or IBM™
compatible computers. Any person or family, regardless of age, color, origin
of birth, political view, race, religion, sex, or sexual orientation shall
be eligible for admission to membership in the organization.
SECTION 4.2 – Qualification
Any person or individual dedicated to the purposes of this organization
shall be eligible for membership upon acceptance of his or her application
(on a form prescribed by the Board of Directors) by the Board of Directors
or its appointed representative, and upon payment of such dues and initiation
fees as may from time to time be fixed by the Board of Directors. The current
Board of Directors shall designate each year the list of benefits of regular
membership. Each such person shall constitute one member and shall have
one vote.
SECTION 4.3 – Standing
A member in good standing shall be a member who has paid dues and has fulfilled
the requirements of the Membership and Dues Articles of these Bylaws.
SECTION 4.4 – Honorary Membership
The Board of Directors may, upon its decision or upon advice of the membership,
confer the special status of honorary member. The honorary member shall
be entitled to all privileges normally granted a regular member except
the right to cast a vote. The honorary member shall be exempt from all
responsibilities normally required of a regular member, including the payment
of any fees or dues. This classification is intended to reward those persons
who have rendered extraordinary service to this organization. It shall
be awarded to an individual who would not normally take an active, regular
role in the affairs of this organization.
SECTION 4.5 – Limitation
No member or group of members shall undertake any action, make any commitments
to third parties in the name of the organization or make any statements
that may be construed as the organization’s official position on any matter
unless such action is approved in advance by the Organization’s President
or Board of Directors. No member or group of members shall duplicate any
copyrighted software at any function of the organization without the express
permission of the author.
SECTION 4.6 – Conflict of unauthorized Interest
A member who earns money for providing a service or product related to
computers, software, or peripherals shall make known that fact when applying
for membership or, later, if he or she becomes involved in such gainful
employment.
That member shall limit the promotion of products and/or services during
a meeting to a demonstration of the product and the placement of literature
on a designated table. Should the need arise the Board of Directors shall
establish additional policies governing such activities. Members engaged
in non-computer related commercial enterprises shall refrain from promoting
their products or personal services during meetings of the organization.
Nonmembers engaged in non-computer related commercial enterprises shall
not promote their products or personal services during meetings of the
organization.
SECTION 4.7 – Termination
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A member may freely terminate membership with a letter of resignation.
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A membership may be terminated for nonpayment of dues and/or failure to
renew.
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A member may be expelled for improper conduct or if the Board of Directors
or a committee determines that the member has failed in a material and
serious degree to observe the rules of conduct of the organization or has
engaged in conduct materially and seriously prejudicial to the interests
of the organization.
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A motion to terminate a membership shall require a two thirds (2/3’s) vote
of the entire Board of Directors to pass, at a meeting where all members
of the Board are present. The Board shall give the member at least fifteen
days notice of an intent to expel. The member has the right to be heard
by the Board of Directors.
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Article V: Dues
SECTION 5.1 – Establishment
The Board of Directors shall propose initiation fees and/or annual dues
to be paid by members at the November meeting each year. The membership
shall vote on the proposed dues and fees at that meeting. The fiscal year
shall begin on January first and end on December thirty-first. Without
either a proposal or a vote, the dues structure then in force shall remain
in effect.
SECTION 5.2 – Schedule of Dues Payment
Dues shall be payable on or before January 1st of each calendar year. For
a new member they shall be payable on acceptance and the amount shall be
proportioned by the quarter of the year in which they join. Full dues 1st
quarter, 3/4 dues 2nd quarter, 1/2 dues 3rd quarter and 1/4 dues for the
4th quarter. For the 1997 year, those renewing will pay proportional amounts,
as above, to bring their 1998 renewal date into compliance with this Section.
SECTION 5.3 – Delinquencies and Refunds
Dues delinquent by one month shall be cause for termination of membership.
Dues shall not be refundable.
Section 5.4 - Amount of Dues
Dues shall be established by the executive committee, subject to ratification
by a two-thirds (2/3) vote of the members in good standing and voting at
a general membership meeting. Dues will be annual and apply per family
address, regardless of family size.
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Article VI: Governance; Officers, Directors, and Appointees
SECTION 6.1 – Officers
The officers of the organization shall be a president, vice-president,
treasurer and secretary, all of whom shall be elected by the membership
and shall serve for not more than two one year terms.
SECTION 6.2 – Directors
The directors of the organization shall be five in number. One director
shall be the immediate past president and serve a one year term. The other
directors, all four officers, shall be elected by the membership as outlined
above.
SECTION 6.3 – Appointees
The president shall appoint a newsletter editor. In addition, the president
may appoint coordinators and/or chairs of standing and ad hoc committees,
special interest groups (SIGS) where the membership has not elected the
chair, or any other person to a position of need. Presidential appointees
serve for a term no greater than the tenure of the president, at the pleasure
of the president and may be removed for cause by the president with the
consent of the Board of Directors.
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Article VII: Eligibility of officers and directors
SECTION 7.1 – Conflict of Interest
There shall not exist for any officer or director a conflict of interest
as defined in the Conflict of Interest Section of these Bylaws.
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Article VIII: Nominations and Elections
SECTION 8.1 – Nomination of Officers and Directors
By October tenth of each year the president shall appoint a nominating
committee of three members. The committee shall submit to the membership
at the November general membership meeting a slate of nominees for the
positions of President, Vice President, Secretary, Treasurer and Director
to replace the Director whose term is expiring. A slate of candidates shall
be published in the next newsletter. Additional nominations for these positions
shall be solicited and may be made from the floor at the meeting. The officers
and directors shall be elected at the general membership meeting in November.
The term of office for the elected director shall start on January first
and shall be for two years. The term of office for the elected officers
shall be for one year and shall start on January first. On January first
the immediate past president shall become, ex officio, a Director for a
term of one year.
SECTION 8.2 – Elections
The secretary or, in the absence of the secretary, the treasurer, shall
supervise elections. All elections shall be held at the annual general
membership meeting by secret ballot except when only one person is nominated
for a position. A nominee shall be elected by a majority of those voting.
Should there be a single nominee for a position, the person so nominated
shall be deemed to be elected. If, however, there are more than two persons
nominated and no nominee secures a majority of those voting, a runoff election
shall immediately be held between the two nominees who received the most
votes.
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Article IX: Boards and Committees
SECTION 9.1 – Board of Directors
A Board of Directors shall consist of the four elected officers and one
directors. The president shall serve as chair and the vice president shall
serve as vice-chair.
SECTION 9.2 – Executive Committee
The Executive Committee shall consist of the president, vice-president,
treasurer, and secretary.
SECTION 9.3 – Standing Committees
The standing committees of the organization shall be: 1) Membership, 2)
Arrangements, 3) Program, 4) Publicity, 5) Newsletter, and 6) Nominating.
SECTION 9.4 – Ad Hoc Committees
The President shall, from time to time, appoint ad hoc committees for special
purposes or projects.
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Article X: Meetings
SECTION 10.1 – Membership
General membership meetings shall be held on a consistent day each month
unless, in the judgment of the president, a meeting cannot be held because
of a special occasion or because a meeting place cannot be arranged. Members
shall receive notice of any change before the scheduled meeting.
The Group will hold monthly meetings. The time and place to be determined
by the Board of Directors. To avoid confusion, changes in the meeting place
or time will only be made if necessary or if some definite benefit is to
be obtained.
Members shall be given ten days notice before any meeting where the
election or nomination of officers or directors shall take place.
The president may call a special membership meeting at any time with
ten days notice.
The members in good standing and present in person shall constitute
a quorum for all membership meetings and elections.
SECTION 10.2 – Board of Directors’ Meetings
The Board of Directors shall meet at least four times a year, in January,
April, July, and either October or November. The President may call a special
board meeting at any time with ten days notice. Three board members shall
constitute a quorum.
SECTION 10.3 – Executive Committee Meetings
The Executive Committee shall meet at least once a month. These meetings
may be combined with the Board meetings.
SECTION 10.4 – Parliamentary Procedure
Unless in conflict with these Bylaws, all board and membership meetings
of the organization shall be conducted according to the current edition
of Robert’s Rules of Order (Revised).
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Article XI: Duties and Responsibilities of Officers and Directors
SECTION 11.1 – The President shall:
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preside at board, general, and executive committee meetings
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manage all organization affairs personally or through delegation of authority
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appoint the newsletter editor
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appoint heads of standing and ad hoc committees and monitor their activities
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serve as ex officio member of all standing and ad hoc committees
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take an active role in all external affairs, such as public relations and
other computer organizations, government agencies, companies and educational
services
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maintain liaison with any parent and umbrella IBM user group or other computer
related organizations.
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fulfill the provisions of the User Group Software Distribution Agreement
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maintain constant vigilance of legal implications of the organization’s
activities and relations
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unless otherwise ordered by the Board of Directors, execute all agreements
and contracts on behalf of the organization
SECTION 11.2 – The Vice-President shall:
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assist the president in the performance of his or her duties
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take an active role in internal affairs
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supervise and coordinate the activities of all operating committees
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serve as program chair for the general membership meetings
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serve as coordinator and ex-officio member of all SIGS
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assume the duties and responsibilities of the president during the absence
of the president or his or her inability to act or during a vacancy in
that office.
SECTION 11.3 – The Treasurer shall:
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be the custodian of the organization’s financial records
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shall keep the official roster of members in good standing
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supervise the collection, custody, and disbursement of all the organization’s
funds and assets
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be responsible for all moneys received by the organization and for all
payments made on its behalf and to keep complete and accurate accounts
and records of those collections and disbursements such as, but not limited
to, receipts and statements
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prepare, with the help of the executive board, an annual budget for the
Board of Directors
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when required by the Board of Directors and/or the Executive Committee,
render a financial report of budgeted vs actual expenses and revenues
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make available to the membership an annual financial report at the end
of the fiscal year
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assume the duties and responsibilities of the president during the absence
of both the president and vice-president
SECTION 11.4 – The Secretary shall:
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keep the minutes of membership and board meetings
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establish a schedule of membership meetings and reserve the space for those
meetings at an appropriate location
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give notice of meetings of the Board of Directors
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maintain the organization’s records
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be responsible for supervising the elections of officers and directors
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maintain the mailing list and prepare labels for the newsletter
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maintain an inventory of members’ hardware and software
SECTION 11.5 – Librarian
Deleted by amendment March 18, 1997
SECTION 11.6 – The Newsletter Editor shall:
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be responsible for preparation and publication of the monthly newsletter
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establish a group of contributors from the membership to assist in writing
and screening articles and information
SECTION 11.7 – A SIG (special interest group) Coordinator shall:
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identify and articulate the major interests of the members of the SIG
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organize meetings and programs for the SIG and for the general membership
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enable all members to participate to the extent of their ability and interest
SECTION 11.8 – The Directors shall:
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establish goals and formulate policy
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monitor the management of the organization
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advise the president on matters of policy
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Article XII: Compensation and Reimbursement of Expenses for Officers, Directors,
and Members
SECTION 12.1 – Compensation
No officer, director, or member of the organization shall receive any salary,
compensation, or emolument from the organization either directly or indirectly
unless authorized by the membership. Expenses of officers and directors
and persons holding certain appointive positions shall be remunerated.
SECTION 12.2 – Reimbursement of Officers
With the exception of the president, no director or officer (elective or
appointive) shall be reimbursed for more than twenty-five dollars ($25),
unless prior written approval for the expense has been secured from the
president.
SECTION 12.3 – Reimbursement of the Newsletter Editor
The Newsletter Editor shall be reimbursed for the costs of publishing and
distributing the newsletter providing that cost is within the budget approved
by the Board of Directors or if prior written consent has been secured
from the president.
SECTION 12.4 – Reimbursement of the President
The president shall not be reimbursed for more than $100 unless it is for
the publication and distribution of the newsletter.
The president shall not be reimbursed for more than $200 unless approved
by the Board of Directors.
The president shall not authorize the expenditure of more than $200
unless he or she has secured prior approval from the Board of Directors.
SECTION 12.5 – Reimbursement of Members
With the exception of the stipulations above, no member shall be reimbursed
for any amount unless such person has prior written approval from the Board
of Directors.
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Article XIII: Prohibition Against Self Promotion
No officer, director, coordinator, newsletter editor or any other person
holding any leadership or staff position either temporarily or permanently
shall use his or her position to promote directly or indirectly his or
her own business or any affiliate’s business.
Article XIV: Vacancies Created Among Directors or Officers
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SECTION 14.1 – Director Vacancies
Vacancies created by the removal, disability, death, or resignation of
a director shall be filled by a nominee elected by a two thirds (2/3’s)
vote of the Board of Directors, and the person so elected shall serve the
unexpired term of the director.
SECTION 14.2 – Officer Vacancies
The vice-president shall fill a vacancy created by the removal, disability,
death, or resignation of the President. If there is a vacancy in an office
other than the president, the president shall designate an interim officer
to serve the unexpired term.
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Article XV: Removal and Resignation of Directors and Officers
SECTION 15.1 – Removal of an Officer or Director
Any officer or director may be removed for cause by a two thirds (2/3’s)
majority of the members in good standing present at a general membership
meeting.
SECTION 15.2 – Resignation of a Director or Officer
Any director or officer may resign at any time by giving written notice
to the Board of Directors.
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Article XVI: Amendments to the Bylaws
These Bylaws may be amended by the two-thirds (2/3’s) vote of the members
in good standing present and voting at a general membership meeting. The
text of the amendment shall be mailed to all members at least fifteen days
before the meeting where it will be considered.
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Article XVII: Dissolution
In the event of dissolution of the organization, the Board of Directors
shall, after paying or making provision for paying all liabilities, dispose
of the all properties and assets and obligations of the organization by
donating all moneys, and property to the St. Johns County Public Library,
main branch, St. Augustine, Florida or to an organization dedicated to
charitable purposes, provided that organization continues to be dedicated
to the exempt purposes specified in Internal Revenue Code 501(c)(3).
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Article XVIII: Indemnification
SECTION 18.1 – Right to Indemnification
To the fullest extent permitted by Florida law, the organization shall
indemnify and hold harmless every director and officer of the organization
against all expenses and liabilities, including attorney fees, actually
and reasonably incurred by or imposed by him or her in connection with
any legal proceeding (or settlement or appeal of such proceeding) to which
he or she may be a party because of his or her being or having been a director
or an officer of the organization.
SECTION 18.2 – Limitations
The foregoing right of indemnification shall not be available if a judgment
or other final adjudication establishes that his or her actions or omissions
to act were material to the cause adjudicated and involved:
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Willful misconduct or conscious disregard for the best interests of the
organization, in a proceeding by or in the organization to procure a judgment
in its favor, or
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A violation of criminal law, unless the director or officer had no reasonable
cause to believe his or her action was unlawful or had reasonable cause
to believe his or her action was lawful.
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A transaction from which the director or officer derived an improper personal
benefit.
If there is a settlement, the right to indemnification shall not apply
unless the Board of Directors approves such settlement as being in the
best interests of the organization. The foregoing Rights of Indemnification
shall be in addition to and not exclusive of all rights to which the director
or officer may be entitled.
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Article XIX: Certification of Bylaws
Upon approval at a regular membership meeting, and obtaining the following
signatures, the St. Augustine IBM User Groups will recognize these as the
official bylaws that govern the organization’s actions. These Bylaws have
been submitted to the membership personally or by newsletter, mail or E-mail
on or before November 21, 1995. Bylaws submitted to membership at a general
meeting on November 21, 1995. Bylaws adopted at a general membership meeting
November 21, 1995.
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Louis Buffetta, President
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Elias Ghuneim, Vice President
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Wilson R. Smith, Treasurer
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Tim Chiu, Secretary
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Computer Connection Last updated 4/25/97