Madison PC Users' Group Bylaws
Article I: Name
The name of the organization shall be as specified in the organization's Articles of Incorporation.
Article II: Purpose
The purpose of the organization shall be as specified in the organization's Articles of Incorporation.
Article III: Members
Section 1. Any person for whom membership dues are current and paid to the organization shall be a member of the organization, and shall have all the rights and responsibilities of members, except as such membership is terminated. Among other rights, membership entitles one to vote and hold office as an Elected Officer in the organization. Such membership is not transferable.
Section 2. Membership in the organization shall automatically terminate upon the expiration of the term for which the member's dues had been paid, or upon death of the member.
Section 3. A member desiring to resign from the organization may do so upon written request to the Executive Board, which resignation shall be effective upon receipt of said written request by the Executive Board.
Section 4. (a) Except as reversed on appeal to the membership, a member shall be expelled from the organization for "good cause" upon a two-thirds vote of the Executive Board, after a hearing before the Executive Board, which hearing shall be held only after the Executive Board shall have given proper notice of the hearing to all parties, and shall have made reasonable efforts to allow all interested parties to attend and participate. As used in this section, "good cause" means failure to substantially comply with essential requirements imposed or sought to be imposed on the Member by the organization, which requirements are not discriminatory with respect to requirements imposed upon other members.
(b) A member may appeal the Executive Board's decision to expel at the Annual Membership meeting, or if such meeting is more than thirty day's after the Board's action to expel, the Board shall call a Special Membership meeting. A majority vote at such meeting is required to overrule the Executive Board's decision to expel.
Article IV: Officers
Section 1. The Officers of the organization shall consist of the Elected Officers, Directors, and officers appointed by the Executive Board. The Elected Officers of the organization shall be a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer. The Officers shall perform the duties prescribed by these Bylaws, the parliamentary authority adopted by the organization, and as assigned or limited by the Executive Board.
Section 2. Current membership in the Organization shall be a prerequisite holding and continuing in any Elected Office and such Elected Officers shall be elected at the Annual Membership meeting to serve for one year, until their successors are elected, or until their membership expires or is terminated.
Section 3. Elected Officers shall begin their term of office immediately prior to the taking up of new business at the January Business Meeting. No later than upon assumption of office, the Elected Officers shall receive from the outgoing Officers updated copies of the Articles of Incorporation, Bylaws, Operating Rules, minutes of previous meetings and such other documents and materials as may be relevant to the performance of their duties.
Section 4. Directors shall serve until the end of the term of office of the Elected Officers. The term of other appointed officers, not Directors, shall be at the discretion of the Executive Board and may exceed the term of the Elected Officers. All non-elected officers serve at the discretion of the Board, and may be removed by two-thirds (2/3) vote of the Executive Board.
Section 5. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice-President. A person shall be entitled to only one vote regardless of the number of offices held. No Elected Officer shall be eligible to serve more than two consecutive terms in the same office.
Section 6. In case an Elected Office becomes vacant by death, resignation, removal, or any other cause, the remaining Elected Officers may appoint a person to fill such vacancy. The person appointed to an Elected Office shall be appointed to complete the term of that office, shall possess the requirements necessary to be an Elected Officer, and shall be considered an Elected Officer.
Section 7. An Elected Officer may be removed from office upon two-thirds (2/3) vote of the Executive Board whenever in their judgment, the best interests of the organization will be served thereby, subject to appeal by such officer removed to the membership. Such officer may appeal the Executive Board decision to the membership at the Annual or a Special Membership meeting; a majority vote is required to overrule the Executive Board's decision to remove.
Section 8. Upon a two-thirds vote, any Officer may be removed by the members at the Annual or a Special Membership meeting. An Officer removed by the membership shall not again be appointed to any office by the Executive Board during the term of the then current Executive Board.
Article V: Duties of Elected Officers
Section 1. In addition to duties prescribed by the adopted parliamentary authority, or assigned or limited by the Executive Board, the Secretary shall keep a membership list with the names of all Members and their addresses. The duties of this office may be delegated to other offices or persons by the Executive Board.
Section 2. In addition to duties prescribed by the adopted parliamentary authority, or assigned or limited by the Executive Board, the Treasurer shall, against proper vouchers, cause funds to be disbursed by checks or drafts, in amounts exceeding $500, on the authorized deposits of the organization only upon signature of one other Elected Officer. If required by the Executive Board, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in an amount and under the conditions as the Executive Board shall determine.
Section 3. No officer or other person, as agent for the organization, shall commit the organization to the expenditure of funds in excess of fifty dollars ($50) without prior resolution of the Executive Board or Membership Council.
Article VI: General, Annual and Special Meetings
Section 1. General Meetings shall occur on the second Wednesday of every month, unless for a specific meeting, it is otherwise ordered by the Executive Board. No business of the Organization shall take place at any General meeting except as prescribed by these Bylaws.
Section 2. The General Meeting in November shall be known as the Annual Membership Meeting, and shall be for the purpose of electing officers, and conducting other business of the organization; at least six (6) days notice shall be given of the business to be conducted. Nominations for Elected Offices shall be conducted at the September, October, and November General Meetings. No quorum of the membership is required for nominations.
Section 3. Special Membership Meetings may be called by the Executive Board, or upon written request of ten (10) members. The purpose(s) of the special meeting shall be stated in the call. Except in the case of an emergency, the business of such special meeting shall occur at the time and place scheduled for a General Meeting. At least fifteen (15) days notice of a Special Membership Meeting shall be given, except six (6) days notice is required when such meeting occurs at the General Meeting.
Section 4. The presence of twenty (20) members, not including officers, shall constitute a quorum for the purpose of conducting business at the Annual or a Special Membership Meeting.
Article VII: Executive Board
Section 1. The Executive Board shall consist of Directors, which Directors shall be the Elected Officers, and persons appointed to the position of Director. All Directors shall have voting rights on the Executive Board, but only the presence of a majority of the Elected Officers shall constitute a quorum of the Executive Board.
Section 2. The Executive Board, consistent with the Bylaws and in its discretion, may create offices, and appoint persons to offices, except that only the Elected Officers may create positions of Director on the Executive Board, and appoint persons to Director positions.
Section 3. The Executive Board shall have the powers as prescribed by these Bylaws and shall have general supervision of affairs of the organization, make recommendations to the organization, and manage and control the business and property of the organization.
Section 4. The Executive Board shall be subject to the decisions of the membership made at Annual or Special Membership meetings and none of the Executive Board's acts shall conflict with such decisions.
Section 5. The Executive Board shall be subject to the decisions made by the Membership Council unless, by two-thirds (2/3) vote of the Executive Board, such decisions are vetoed.
Section 6. The Executive Board shall meet monthly at the time and place scheduled for the Monthly Business meeting.
Article VIII: Monthly Business Meetings
Section 1. Monthly business meetings shall take place on the first Wednesday of every month, unless, upon notice and for good cause, the monthly business meetings are otherwise scheduled by the Executive Board. Only under circumstances requiring immediate action, which action cannot be delayed until the next monthly business meeting, and upon reasonable notice, special business meetings may be called by the President or one-third (1/3) of the Executive Board. A quorum of the Executive Board is required to conduct business.
Section 2. Business meetings shall be conducted as a Membership Council meeting when a quorum of twenty (20) members, not also Officers, are present. In conducting the Membership Council meeting, only members may vote and otherwise participate in the proceedings; all members shall have equal voice in the proceedings. Except as to powers specifically granted to the Elected Officers, the Executive Board or the general membership, decisions made by the Membership Council are binding upon the Organization, except as subject to Executive Board veto.
Section 3. In the absence of a quorum for a Membership Council meeting, or for decisions on matters for which the Elected Officers or the Executive Board has been specifically empowered, the business meeting shall be conducted as an Executive Board meeting. In conducting an Executive Board meeting, all general members and Officers present may participate fully in the proceedings, except only the members of the Executive Board or Elected Officers may vote.
Article IX: Parliamentary Rules
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the organization 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 organization may adopt.
Article X: Amendment of the Bylaws
Section 1. These Bylaws may be amended or revised at the Annual or a Special Membership meeting of the organization by a two-thirds vote, provided the amendment or revision had been submitted in writing at the previous General meeting and the full text of the proposed amendment is published to the membership at least 15 days prior to the meeting at which the amendment or revision is to be considered.
Section 2. These Bylaws may be amended or revised at a regularly scheduled business meeting by a two-thirds vote of the Executive Board, provided the amendment or revision had been submitted in writing at the previous regularly scheduled monthly business meeting and the full text of the amendment or revision is published to the membership at least 15 days before the meeting which the amendment or revision is to be considered for adoption. No amendment adopted by the Executive Board shall result in a conflict with amendments previously adopted at the Annual or a Special Membership meeting.
Section 3. The Secretary shall from time to time publish said Bylaws wherein citations to the relevant minutes are indicated, and the portions of the Bylaws amended by the Membership are noted.
Article XI: Exempt Activities
Notwithstanding any other provision of these Bylaws, no officer or agent of the organization shall take any action on behalf of the organization inconsistent with the organization's tax exempt status.
Article XII: Operating Rules
Section 1. The Organization shall establish, maintain, and from time to time publish Operating Rules of the Organization, which Rules shall consist of those orders of the Executive Board, Membership Council, or the General Membership which are to have continuing effect.
Section 2. The Operating Rules shall be organized according to orders of the Executive Board, and each rule therein shall consist of a purpose part, rule part, and a citation part. The purpose part may be absent if, in the discretion of the Board, such part is unneeded.
[Bylaws adopted at the Special meeting of the Executive Board, September 10, 1986 and amended at the Monthly Business Meeting, August 3, 1988.]