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THIRD REVISION
March 20, 1999

BYLAWS
of the
OAK RIDGE PERSONAL COMPUTER USERS GROUP

ARTICLE I

Section 1. NAME
The name of this group shall be the Oak Ridge Personal Computer Users Group, hereafter referred to as the "ORPCUG".

Section 2. DEFINITION
These Bylaws constitute the code of rules adopted by the ORPCUG for regulation and management of its affairs.

ARTICLE II

Section 1. PURPOSE
The purpose of the ORPCUG is as follows:

  1. To provide a forum for the community of computer users for their mutual benefit, increased understanding, and better utilization of personal computers.
  2. To provide an opportunity for all users of personal computers to exchange ideas, knowledge and experience for the enrichment of all concerned.
  3. To provide an opportunity for both formal and informal education in computer applications, hardware and software technologies.
  4. To provide a medium of communication with user groups in other areas.
  5. To provide an opportunity of forming special interest groups.

ARTICLE III

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 ORPCUG in one of the following categories:

  1. Base Membership. A base membership includes one subscription to the ORPCUG newsletter and include up to two individuals living at the same address, each vested with all privileges in the ORPCUG.
  2. Sponsoring Membership. Any organization may designate one representative who shall have all the same privileges as a base membership.
  3. 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 ORPCUG, each member shall have the right to cast one vote.

Section 3. ANNUAL DUES
The annual dues shall be payable during December. Dues not paid within ninety (90) 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 IV

Section 1. REGULAR MEETINGS
The regular meetings of the membership of the ORPCUG will normally be held each month on a date and place to be set by the Board of Directors.

Section 2. VISITORS
Visitors have the opportunity to attend the regular meetings and the Special Interest Groups (SIGs), but may not receive a subscription to the ORPCUG newsletter, vote, receive door prizes, or receive products for review

Section 3. 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 4. SPECIAL MEMBERSHIP MEETINGS
Special membership meetings may be called by a majority of the Board of Directors or by the President of the ORPCUG 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 Membership Roster.

Section 5. QUORUM OF MEMBERS
A Quorum for any membership meeting shall be twenty percent (20%) of the membership.

ARTICLE V

Section 1. NUMBER AND QUALIFICATION OF DIRECTORS
The number of Directors of the ORPCUG will be 7. These Directors shall be the Officers of the Group.. Any vacancies occurring on the Board of Directors between annual elections will be filled by the Board of Directors, 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 Oak Ridge, Tennessee.

Section 3. ACTIONS OF THE BOARD OF DIRECTORS
An action of the Board of Directors requires at least three affirmative votes. All contracts the ORPCUG 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 ORPCUG, including appointing or removing any agent or appointee of the ORPCUG.
  2. To remove from office any director, when in the judgment of the Board of Directors the best interest of the ORPCUG would be served thereby.
  3. To make recommendations to the membership regarding ORPCUG matters.
  4. To authorize and file tax returns as prepared by the Treasurer of the ORPCUG.
  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 herein or as required in order to direct the activities of the ORPCUG.

ARTICLE VI

Section 1. OFFICERS
A Nominating Committee, consisting of at least one member of the Board of Directors and one member not on the Board of Directors, shall nominate candidates for the offices to be voted on at the annual meeting in December. The Nominating Committee shall report to the membership at the regular meeting in November. A notice of the names of the nominated individuals shall be placed in the December issue of the Newsletter. 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 ORPCUG. 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 Board shall select a successor to serve until the next election held at the next annual meeting.

Section 3. PRESIDENT
The President shall be the Chief Executive Officer of the ORPCUG and shall exercise supervision over the activities and operations of the ORPCUG . 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 ORPCUG has access to current computer technology and to provide a resource pool for ORPCUG Society members. The Vice President, Vendor Relations shall also serve as Program Chair-Person for the regular monthly meeting.

Section 6. SECRETARY
The Secretary shall keep the official Corporate Roster and database and shall perform such other duties as directed by the Board of Directors. The Secretary shall keep the minutes of all special meetings of the ORPCUG and the Board of Directors. These minutes shall be retained in the files of the ORPCUG 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 ORPCUG . He/she shall be the official keeper of all Records and files and shall deliver them to his/her successor.

Section 7. 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 any tax returns required for federal, state and local taxes. He/she shall keep an accurate record of all moneys received and expended, and shall regularly report to the membership on the financial status of the ORPCUG. All checks written for any amount greater than $100.00 will require the signatures of both the President and the Treasurer. He/she shall serve without bond. At the expiration of his/her term, he/she shall deliver all records and moneys belonging to the ORPCUG to his/her successor.

Section 8. NEWSLETTER EDITOR
The Newsletter Editor shall be appointed by the president and shall be responsible for obtaining articles for the newsletter, edit them as required, and publish the newsletter in time for it to be mailed to the membership to be received before the date of the regular monthly meeting.

Section 9. WEBMASTER
The Webmaster shall be in charge of all materials and both internal and external links placed on the Web page.

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 VII

Section 1. SPECIAL COMMITTEES
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 ORPCUG.

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 VIII

Section 1. FISCAL YEAR
The fiscal year of the ORPCUG 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 the ORPCUG may be inspected by any member 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. ORPCUG.

Section 3. NON PROFIT OPERATIONS AND COMPENSATION
The ORPCUG will not have or issue any shares of stock. No dividends will be paid, and no part of the income of this GROUP will be distributed to its members or Directors. However, the ORPCUG may reimburse, in a reasonable amount any expenses incurred by members or Directors.

Section 4. LOANS
The ORPCUG shall not borrow money to finance its operations or for 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 ORPCUG shall at all times be governed by the following limitations:

  1. No part of the funds of the ORPCUG shall inure to the benefit of, or be distributable to its members, Trustees, Directors, Officers, or other private persons, except that the Board of Directors 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 III. No substantial part of the activities of the ORPCUG shall be the carrying out of propaganda, or otherwise attempting to influence legislation, and the ORPCUG 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 provisions, the ORPCUG shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the ORPCUG..
  2. Upon the dissolution of the ORPCUG, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the ORPCUG, dispose of all of the assets of the ORPCUG in such manner, or to such organization(s) which are organized and operate exclusively for charitable, educationally, or scientific purposes, as the Board of Directors shall determine.

ARTICLE IX

Section 1. 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 ORPCUG 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 ORPCUG may adopt.

ARTICLE X

Section 1. PRINCIPAL OFFICE
The Board of Directors shall designate the principal office of the ORPCUG from time to time as they see fit.

ARTICLE XI

Section 1. 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 ORPCUG 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 15th day of April, 1999. This ends these bylaws.