|
|
|
Proposed By Laws - 2000
ARTICLE I – NAME/ENTITY Section 1 - The name of this user's group shall be The Linux User’s Group of the Inland Empire hereafter referred to as the "LUGIE" Section 2 – The Linux User’s Group of the Inland Empire is formed as a non-profit 501(c)(3) organization. All funds are collected for the sole purpose of advancing the education, skills and knowledge base of Linux Professionals. Section 3 - The Linux User’s Group of the Inland Empire will host a web site containing these bylaws, minutes of the Board meetings, and information pertaining to the user's group meetings. The url for the site is www.rdfoerster.com/LUGIE/ ARTICLE II - OFFICES Section 1 - The principal offices of the user's group shall be designated by a vote of all members. The user's group may have such other offices within the user's group as the members may designate or as the business of the user's group may from time to time require. ARTICLE III - PURPOSE / MISSION STATEMENT Section 1 - The purposes of the LUGIE are as follows:
Section 2 - Mission Statement "To provide an organized environment for corporate and individual Linux users, developers, and enthusiasts that educates members regarding Linux standards, enhancements and issues; provides an opportunity for members to openly share and exchange ideas, knowledge, source code, and experiences; introduce Linux tools and solutions; make accessible to its members a library of resources; and provide Linux answers and solutions." ARTICLE IV - MEMBERSHIP Section 1 - Membership in this organization is open to any Linux professional. Membership in the LUGIE shall not be denied to anyone based upon race, creed, sex, or religion. Section 2 - The annual dues for regular membership will be as set by elected officials and general consensus of general membership. Dues will be announced and collected the meeting following each election. New member’s dues will be prorated to the next election. The name of any LUGIE member who has not paid yearly dues within 45 days of the due date shall be removed from the general membership roster. Section 3 - Temporary members are individuals who are allowed access to the general meeting by paying a fee at the door. Temporary members have no voting privileges. Temporary members are eligible for door prizes. Section 4 - Guests will be allowed to visit one general meeting without having to pay the temporary member fees or membership dues. Guest have no voting privileges and are not eligible for door prizes. Section 5 – Members winning software products as door prizes are expected, as terms of acceptance of the door prize, to supply a written review of the software. A standard LUGIE software review outline will be provided to the winner. ARTICLE V - MEETINGS OF LUGIE MEMBERS 1. MONTHLY GENERAL MEETING Section 1 - The monthly LUGIE meeting will commence at 10:00 am. on the second Saturday of each month. If the fixed date falls on a legal holiday, the meeting date/time may be changed for that month. Any changes to the general meeting shall be posted on the Web site and announced during the meeting prior to the rescheduled date. Section 2 - The meeting location, along with directions, and general description of the main topic/speaker will be posted on the Web site. Every effort will be made to post this information one month in advance. Any changes to the schedule of the general meeting will be posted on the Web site. 2. ORDER OF MEETING Section 1 - Good manners, conduct, and decency shall be expected from all persons attending a meeting. All persons present shall have the right to be heard. Section 2 – When formal and official business must be conducted, the formal portions of the meetings shall be conducted in accordance with Roberts Rules of Order. In matters where the bylaws conflict with Roberts Rules of Order, the bylaws shall prevail.
Section 3 - The ordinary order of meetings is:
3. SPECIAL INTEREST STUDY GROUP (SISG) MEETINGS Section 1 - Special Interest Study Group (SISG) meetings may be held in addition to the general meeting. SISG meetings will be announced at the general meeting and shall never conflict with the general meeting. SIGs shall not be held more than once a month. Scheduled SISGs will be posted on the Web site. Section 2 - SISGs are conducted to enhance the effective interchange of ideas between members and to provide an atmosphere conducive of the free flow of information. Section 3 - The Rules of Order for SISGs is free form and at the discretion of the facillitator.
4. SPECIAL GROUP MEETINGS Section 1 - Special meetings of the members of the LUGIE for any purpose not prescribed by statute may be called by the president at the request of not less than 23 percent of the members of the LUGIE entitled to vote at the meeting. Such meetings may include, but are not limited to special guest speakers, co-sponsorship of meeting with another User's Group, special conferences or Linux related conventions.. 5. PLACE OF SPECIAL MEETING Section 1 - The President may designate any place within the Inland Empire area {including but not limited only to, Redlands, San Bernardino, Riverside, Yucaipa, or Loma Linda} unless prescribed by statute as the place for any annual or special meeting. 6. NOTICE OF SPECIAL MEETING Section 1 - Printed or electronic notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven and no more than thirty days before the date of the meeting. Notice to each member may be provided either personally or by other means, by or at the direction of the president or the secretary or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid, addressed to the member as the address appears in the membership directory of the user's group. If emailed, such notice shall be deemed to be delivered when posted to the LUGIE List, a service provided by ONEList. The LUGIE is not responsible for forwarding or address correction of either US Mail or electronic mail. 7. CLOSING OF MEMBERSHIP DIRECTORY Section 1 - For the purpose of determining members of the LUGIE entitled to notice of or to vote at any meeting of members, the membership directory shall be closed for a period of 21 days. All members in good standing shall be entitled to vote. Members shall be considered in good standing: (1) if they have no overdue materials from the LUGIE libraries; and (2) their dues received by the treasurer have been paid through the date at which the membership directory was closed for the purpose of determining members entitled to notice of or to vote at a meeting of members of the LUGIE. 8. VOTING LISTS Section 1 - The officer or agent having charge of the membership directory for the LUGIE shall make a complete list of the members entitled to vote at least fourteen days before the annual meeting for the election of directors or a special meeting of the members of the LUGIE called by the president at the request of the members of the LUGIE entitled to vote at the meeting. The list of the members of the LUGIE entitled to vote at such meeting shall be arranged in alphabetical order with the address of each member. The list shall be kept on file at the principal office of the user's group and shall be subject to inspection by any member at any time during usual business hours for a period of seven days prior to such meeting. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection by any member during the whole time of the meeting. The original membership directory shall be prima facie evidence as to who are the members of the LUGIE entitled to examine such list or to vote at the meeting of members. 9. QUORUM Section 1 - At a meeting of the members of the LUGIE, 23 percent of the paid members of the LUGIE who are present or represented by proxy, are members in good standing and are entitled to vote shall constitute a quorum. If less than 23 percent of the paid members are represented at a meeting, a majority of the members so represented may adjourn the meeting. A meeting that is a continuation of an adjourned meeting shall be considered as a continuation of the original meeting for the purposes of determining the business that may be transacted. 10. PROXIES Section 1 - At all meetings of members of the LUGIE, a member may vote by proxy executed in writing by the member or by their duly authorized attorney in fact. All proxies must be in writing, and must clearly designate whether they are giving general authority to vote on any matter, or just authority to vote on specific designated matters, or whether they are providing instruction on how to cast a specific vote on specific matters. Such proxy shall be filed with the secretary of the LUGIE before or at the time of the meeting. 11. VOTING Section 1 - At all general meetings, each active member in good standing, in attendance in person or by written proxy, shall be entitled to one vote. For any vote that these bylaws require be taken at a general meeting, ballots will be published via the Web Site before the date the vote is to be taken; votes using those proxies received prior to the meeting plus ballots cast at that meeting will be counted at that meeting, using procedures which will maintain the secrecy of the vote, and insure that only members entitled to vote have voted, and that no one has voted more than once. Section 2 - At any governing body meeting, a simple majority vote of members of that body in attendance or represented by proxy is necessary to approve actions on matters that were brought up at the preceding meeting. A 2/3 majority vote of members in attendance or represented by proxy is necessary to approve actions on new matters not brought up at the preceding meeting. If a new matter fails to achieve the required 2/3 majority vote, but it does receive a majority, the matter shall automatically be reconsidered, and postponed to the next regular meeting, where it shall be a general order of the day, to be considered along with other old business. ARTICLE VI - OFFICERS/BOARD OF DIRECTORS 1. GENERAL POWERS Section 1 - The business and affairs of the nonprofit user's group shall be managed by its Board of Directors. The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the user's group, as they may deem proper, not inconsistent with these bylaws and the laws of the state of California. 2. NUMBER, TENURE, AND QUALIFICATIONS Section 1 -
The user's group Board of Directors shall be no less than 3 nor more than 9.
These members of the Board of Directors shall also serve as Officers of the
user's group. The Directors shall be a president, a vice president, a secretary,
a treasurer, a Special Interest Study Group (SISG) coordinator, and a Current
Affairs Chairperson. These persons shall constitute the Board of Directors. Each
Director shall hold office until the next annual election of the Board when
his/her successor shall have been elected and qualified.
Section 2
– A Lugmaster/Webmaster shall be appointed by the Board of Directors to
maintain the LUGIE website, act as moderator for the LUGIE List, and handle
day-to-day tasks including but not limited only to: getting and responding to or
forwarding correspondence {U.S. Mail and electronic mail};
answering and receiving telephone calls, and coordinating other
activities of LUGIE at the direction of the Board of Directors.
The Lugmaster/Webmaster will be a staff appointment for the term and
duration determined by the Board of Directors.
Nothing herein contained shall be construed to preclude the Lugmaster/Webmaster
from holding office or serving as a Director in the user's group if the
Lugmaster/Webmaster is a member in good standing in LUGIE.
3. ELECTION AND TERM OF OFFICE Section 1 - The Directors of the user's group shall be elected annually at a meeting of the members of the LUGIE. Candidates for office shall be LUGIE members in good standing. Each Director shall hold office until the successor has been duly elected and shall have qualified or until their death or until they shall resign or shall have been removed in the manner hereafter provided. No Director shall hold the same office for more than two consecutive terms. 4. REMOVAL Section 1 - Any officer or agent elected or appointed by the Directors may be removed by the Directors (by a majority vote of the Board) whenever in their judgment the best interests of the user's group would be served thereby, but such removal shall be without prejudice to the rights, if any, of the person so removed. Section 2 - Any officer or agent elected or appointed by the Directors shall be immediately removed by the Directors (by a majority vote of the Board) if such individual breaks the law or conducts unlawful business pertaining to or having an impact on the user's group. 5. VACANCIES Section 1 - Vacancies shall be filled by vote of the members of the LUGIE. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the un-expired term of their predecessor. A temporary appointment to fill vacancies can be made by the majority vote of the Board of Directors. 6. BOARD MEETINGS Section 1 - A regular meeting of the Directors shall be held without other notice than this bylaw immediately after the drafting of these bylaws, and at such place as may be designated by the Directors, within the State of California unless otherwise prescribed by statute. The Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. A meeting of the Directors shall be held at least bi-monthly. Unexcused absence of an elected Director at three consecutive regularly scheduled Board Meetings shall be considered grounds for dismissal of that Director. That dismissal shall be voted upon at the Board Meeting following the third unexcused absence. The Director in question shall be given proper notice of the dismissal vote to take place in order to prepare a defense, if any. 7. SPECIAL BOARD MEETINGS Section 1 - Special meetings of the Directors may be called by or at the request of the president or any two Directors. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them. 8. NOTICE OF SPECIAL BOARD MEETINGS Section 1 -
Notice of any special meetings shall be given at least seven days prior to the
meeting by written notice delivered personally, mailed to each Director's home
address, or by electronic means. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail so addressed with postage
prepaid. If emailed, such notice shall be deemed to be delivered when posted to
the LUGIE List, a service provided by ONEList. The LUGIE is not responsible for
forwarding or address correction of either US Mail or electronic mail. 9. QUORUM FOR BOARD MEETINGS Section 1 - Quorum for Board meetings is 50% of the members of the Board. Members shall be counted if they are present or represented by proxy. 10. MANNER OF ACTING Section 1 - The act of the majority of the Directors present at a meeting shall be the act of the Directors. 11. REMOVAL OF DIRECTORS Section 1 - Any or all of the Directors may be removed for cause by the members of the LUGIE or by action of the Board. They may be removed without cause only by majority vote of the members of the LUGIE. 12. RESIGNATION Section 1 - A Director may resign at any time by giving 30 days written notice to the Board, the president, or the secretary of the user's group. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 13. COMPENSATION Section 1 - No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the user's group in any other capacity and receiving compensation therefore. 14. PRESUMPTION OF ASSENT Section 1 -
A Director of the user's group who is present at a meeting of the Directors at
which action on any LUGIE matter is taken shall be presumed to have assented to
the action taken unless their dissent shall be entered in the minutes of the
meeting or unless they shall file a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the user's
group immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action. 15. EXECUTIVE AND OTHER COMMITTEES Section 1 - The Board may designate by resolution from among the members of the LUGIE a committee or committees that shall serve at the pleasure of the Board. 16. PRESIDENT Section 1 - The president shall be the principal executive officer of the user's group and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the user's group. The president shall, when present, preside at all meetings of the members of the LUGIE and of the Directors. The president may sign, with the secretary or any other proper officer of the user's group thereunto authorized by the Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to the Directors or by these bylaws to some other officer or agent of the user's group, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and other such duties as may be prescribed by the Directors from time to time. The president has full voting privileges and in the event of a tie vote, may break a tie by casting two votes. 17. VICE PRESIDENT Section 1 -
In the absence of the president or in the event of the death of the president or
the president's inability or refusal to act, the vice president shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. The Vice President
will be responsible for arranging all programs including those for the general
meetings and special programs including educational workshops, seminars and
shows. The vice president shall perform such other duties as from time to time
may be assigned by the president or by the Directors. 18. SECRETARY Section 1 - The secretary or secretary's designee shall keep the minutes of the general meetings and the Board’s meetings in one or more books, or electronic media, provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required, be custodian of the corporate records and keep a register of the post office address of the organization and all Board members, maintain the library for the user's group, notify the Lugmaster/Webmaster of all regularly scheduled meetings and insure that the Lugmaster/Webmaster receives copies of all approved minutes for publication, shall affix the Corporate Seal to all deeds and contracts executed by the user's group and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Directors. 19. TREASURER Section 1 - The treasurer shall have charge and custody of and be responsible for all funds and securities of the user's group; receive and give receipts for money due and payable to the user's group from any source whatsoever, and deposit all such money in the name of the user's group in such bank, trust companies, or other depositories as shall be selected in accordance with these bylaws; and generally perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by two or more Directors. Any reasonable expenditure less than $100 need not be pre-approved by the Directors. The treasurer will be responsible for maintaining the general member’s account balances. The treasurer shall provide financial reports of the LUGIE to the Board of Directors at each regularly scheduled Board Meeting and quarterly to the general membership. 20. SPECIAL INTEREST STUDY GROUP COORDINATOR Section 1 -
The SISG coordinator is responsible for the scheduling of facilities, topics and
presenters for each SISG meeting 21. CURRENT AFFAIRS CHAIRPERSON Section 1 - The Current
Affairs Chairperson is responsible for keeping members informed as to new
developments, trends, legal determinations and other news that is related to
Linux, and the computer industry in
general in those areas that
affect Linux users. The
Current Affairs Chairperson shall select a committee to assist in the
identification, study, analysis, selection and presentation of these topics at
each general meeting. Section 2 -
The Current Affairs Chairperson shall act as the liaison acting on behalf
of the membership, in matters between LUGIE and Linux vendors and Linux industry
officials. Section 3 - The Current Affairs Chairperson shall also act as the coordinator for special events, activities, demonstrations, shows which involve contact with local communities in the Inland Empire area served by LUGIE. 22. LUGMASTER/WEBMASTER Section 1 - The
Lugmaster/Webmaster shall maintain the LUGIE Internet server (software and
hardware), act as moderator of the LUGIE List, and represent the User’s group
in the performance of day-to-day tasks and related items, as directed by the
Board. ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS 1. CONTRACTS Section 1 - Only the Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the user's group, and such authority may be general or confined to specific instances. 2. LOANS Section 1 - No loans shall be contracted on behalf of the user's group and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances. 3. CHECKS, DRAFTS, ETC. Section 1 - All checks, drafts, and other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the user's group shall be signed by such officer or officers or agent or agents of the user's group and in such manner as shall from time to time be determined by resolution of the Directors. Section 2 - Checks issued for budgeted amounts under $100 may be signed by the Treasurer, or in his absence the President. Section 3 - Checks issued for budgeted amounts over $100 must be signed by two Board members, one of which must be the Treasurer or the President. 4. DEPOSITS Section 1 - All funds of the user's group shall be deposited within 15 day’s of receipt to the credit of the user's group in such banks, trust companies, or other depositories as the Directors may select. 5. BOOKS Section 1 - All user's group financials will be maintained using accounting software that meets GAAP standards.
ARTICLE VIII - DISSOLUTION Section 1 - Upon dissolution of this organization all its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under section 501(c)(3) of the Internal Revenue Code, and none of the assets will be distributed to any member, officer, or trustee of this organization. ARTICLE IX - DONATIONS Section 1 - The user's group may accept contributions and donations of equipment or other property to be used for the exclusive benefit of the membership and shall be placed into the library for the access and use of all active members. All contributions and donations to the user's group shall be subject to approval by the Board. ARTICLE X - FISCAL YEAR Section 1 - The
fiscal year of the user's group shall begin on the first day of October of each
year. ARTICLE XI - AMENDMENTS Section 1 - These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the members of the LUGIE that are present or represented by proxy and are entitled to vote, at any LUGIE meeting when the proposed amendment has been set out in the notice of such meeting. IT SHALL BE NOTED THAT THE CHARTER BOARD MEMBERS ARE THE FOLLOWING:
|