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Dallas BackOffice Users Group (DeBUG) Proposed Bylaws Bylaws of the Dallas BackOffice Users Group SECTION 1: Name1.01 The name of the organization is the Dallas BackOffice Users Group and the official acronym for the organization shall be DeBUG. SECTION 2: Offices2.01 The principal office of the organization shall be in Dallas, Texas. SECTION 3: Purposes3.01 This corporation is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. 3.02 Specifically, this organization is organized to: a. provide a forum for communicating ideas, resolving problems, and increasing the effectiveness of users of microcomputers and their related software and peripherals; b. educate the public concerning the advantages and disadvantages of microcomputers; c. encourage the creation, modification, maintenance, duplication, and distribution of public domain software and shareware to the members of the organization; d. publish an online web service for distribution to members, educational institutions and interested parties worldwide. 3.03 This organization shall not, except to an insubstantial degree, engage in any activities that are not in the furtherance of the purposes stated in this section. 3.04 No substantial part of the activities of this organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except during a year for which the organization has filed an election pursuant to Section 501(h) of the Internal Revenue Code of 1954, as amended, in which case the organization may engage in such activities to the extent allowed by such provision, except that in no case may the organization participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. SECTION 4: Dedication of Assets4.01 The properties and assets of this nonprofit organization are irrevocably dedicated to charitable, scientific and educational purposes. No part of the net earnings, properties, or assets of this organization, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or trustee of this organization, except as reasonable compensation for the services rendered. 4.02 Upon the dissolution of the organization, the board of directors shall, after paying or making provision for the payments of all of the liabilities of the organization, dispose of all of the assets of the organization to one or more organizations organized exclusively for charitable, scientific, or educational purposes as shall at the time qualify as exempt organizations under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the County in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court. Court shall determine which are organized and operated exclusively for such purposes. SECTION 5: Members5.01 There shall be four classes of membership in this organization; student, individual, couple (or family), and corporate (or sustaining). Any person or corporation shall be eligible for membership in the appropriate selected membership class upon payment of such dues as may from time to time be fixed by the board. 5.02 The membership of any member shall terminate upon the occurrence of any of the following events: a. The resignation of the member. b. The failure to pay dues within the time set forth by the board of directors. c. The determination by the board of directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct governing membership in this organization. 5.03 No member may transfer for value a membership or any right arising from it. All rights of membership cease on the member’s death. SECTION 6: Meetings of Members6.01 Meetings of the membership shall be held at any place designated by the board of directors. Regular general membership meetings shall be held the second Wednesday of every month, except for national holidays, in which event the meeting shall be held on the subsequent Wednesday. 6.02 The annual meeting of members shall be held concurrently with the regular March meeting, on the second Thursday of March, at 7:00 P.M. at the place regularly designated for general meetings, unless the board fixes another date and place for such meeting and so notifies the members not less than ten days before said meeting. 6.03 A special meeting of the members may be called by any of the following: (i) the board of directors; (ii) the president; or (iii) five per cent (5%) or more of the membership, provided that in all cases not less than three (3) weeks notice shall be given to all members of such special meeting. 6.04 One-tenth (1/10th) of the membership shall constitute a quorum for the transaction of business at a meeting of the members. The members present at any duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. 6.05 Any members meeting may be adjourned from time to time by the vote of a majority of the members represented. 6.06 Notice of a meeting shall be deemed given to any member who attends the meeting without protesting before or at its commencement about the lack of adequate notice. 6.07 Each member, regardless of membership class, shall be entitled to cast one vote on all matters submitted to a vote of the members; it being the specific intent of this clause that holders of couple, or family, memberships, and holders of corporate, or sustaining memberships, shall have one vote as an entity, regardless of the number of "memberships" appearing to be created thereby. SECTION 7: Directors7.01 The business and affairs of this organization shall be conducted, and all the powers shall be exercised, by or under the direction of a board of directors. 7.02 Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to: a. select and remove all officers, agents and employees of the organization; prescribe any powers and duties for them that are consistent with the law, and with these bylaws; and fix their compensation; b. change the principal office from one location to another, and designate any place for the holding of any meeting; c. designate the officers who may act as signatories of the organizations accounts, records, filings and the like. 7.03 A vacancy in the board of directors shall be deemed to exist on the occurrence of the following: a. The death, resignation, or removal of any director(s); b. The declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of the court; convicted of a felony; or c. The vote of a majority of the entire board of directors to remove a director. SECTION 8: Officers 8.01 The board of directors shall consist of the following officers: President Vice president Secretary Treasurer Membership Director Past president as a Director-at-large (automatic, not subject to election) Three (3) Directors-at-large Also serving as directors shall be the Webmaster (System Operator—Internet Web Server and leaders of SIGs (Special Interest Groups) who shall serve as nonvoting members of the board from the time of their appointment until the next regular election, at which time such SIG leaders will be confirmed as a group by vote of the membership and shall stand as voting directors/SIG leaders, until the next regular election at which time their names shall be submitted for reconfirmation. Failure to gain confirmation as a group shall require a written ballot vote on each leader individually, and those so confirmed shall serve as voting directors until the next annual election and confirmation. The organization may also have, at the discretion of the board of directors, such other officers as may be appointed by the president in accordance with Section 8.03 of these bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as president. Duties of officers not specifically set forth herein shall be enumerated in a separate set of Standing Rules as may be drafted and modified from time to time by the board of directors. The duties of the officers as established herein shall always prevail in the event of conflict between said Standing Rules, as adopted, and these bylaws. The officers of the organization, except those appointed in accordance with the provisions of Section 8.03 of these bylaws, shall be elected by the general membership of the organization as set forth in Section 6.02 of these bylaws. The board of directors shall meet monthly at such time and place as shall from time to time be announced by the board of directors. 8.03 The board of directors may appoint, and may authorize the president to appoint, any other officers that the business of the organization may require. 8.04 Any officer may be removed, with or without cause, by the board of directors, at any regular or special meeting of the board. 8.05 Any officer may resign at any time by giving written notice to the secretary. 8.06 A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office. 8.07 The president shall be the chief executive officer of the organization, and as such shall: a. chair all meetings of the board of directors, and in the event of a vote deadlock shall cast the tie-breaking vote. b. subject to the control of the board of directors, generally supervise, direct and control the business and officers of the organization, and shall have such other powers and duties as shall be prescribed by the board of directors or the bylaws. c. appoint chairpersons of those standing and special committees which are not chaired by a specified officer. d. be an ex-officio member of all committees except the nominating committee. e. at or before the regular December meeting each year, appoint a member of the board of directors as chairperson plus two additional members to serve as a nominating committee. This committee may at its discretion, appoint up to three additional members to the nominating committee who are not members of the board of directors, to serve as additional nominating committee members. (1) The nominating committee shall report back to the board of directors not later than the regularly scheduled board of directors meeting for February their selection of (at least) one candidate for each of the elective board offices. Further nominations for office may be made any time prior to the call for a vote on election night of anyone who will state their willingness to serve in the capacity for which they are nominated, or who has, prior to election night, filed with the secretary of the board, a signed, written document so stating. 8.08 The vice president shall: a. assist the president, and assume the duties of the president in the president’s absence; b. be responsible for programs and publicity. 8.09 The secretary shall: a. maintain a record of the proceedings of each meeting of the Society and of the board of directors; b. maintain a file of all official documents concerning the Corporation and see to the timely filing of state reports required to maintain corporate status; c. receive the correspondence directed to the Society and distribute it to the proper officers and committees, in the absence of another director having been assigned such duties; d. handle general correspondence relating to the Society, in the absence of another director having been assigned such duties. 8.10 The treasurer shall: a. be responsible for the safekeeping of Society funds in a financial institution known and approved by the board of directors; b. issue receipts when requested or when deemed necessary; c. collect, account for, and make timely deposits of all funds due the Society and make disbursements as needed, or authorized by the board of directors; d. maintain accurate financial records which shall be available for audit when requested by the board of directors, or an audit committee appointed thereby; e. see to the timely filing of all required state and federal forms and tax returns; f. if required by the board of directors, give the organization a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for the restoration of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer on his or her death, resignation, retirement or removal from office, such bond to be provided solely at the expense of the organization. 8.11 The membership director shall: a. see that each new member is registered properly; b. extend membership and Society information into the community, including directing and coordinating activities engaged in for promoting the Society and increasing membership; c. generally assist and direct the growth of the Society’s membership base. 8.12 The directors at large shall: a. assist the president in any area the president may see fit; b. act as a stabilizing influence on the Society, and as ombudspersons for members in matters regarding the general membership or other matters in which such third-party intervention might be helpful in settling a dispute between members or between a member, or members, and the general public; c. function in a long range planning capacity for the Society. SECTION 9: Elections9.01 Elections shall be held at the regular monthly meeting in March of each year. In the event of lack of a quorum, elections shall be held at the next regular meeting at which a quorum is present and all officers shall serve until such elections, subordinating the provisions of Section 9.02. 9.02 Term of office shall be one year, and all officers shall assume their responsibilities immediately following the election. SECTION 10: Fiscal Year10.01 The fiscal year shall be the calendar year. SECTION 11: Rules Determining11.01 Roberts Rules of Order, Newly Revised, shall govern the meetings of the Society and shall be the final authority in all matters not covered in these bylaws. SECTION 12: Records12.01 The accounting books, records, articles and bylaws as amended to date, and minutes of proceedings of the board of directors and any committee(s) of the board of trustees shall be kept at such place or places designated by the board of directors. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form, or in any other form capable of being converted into written, typed or printed form. 12.02 Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind, and the physical properties of the organization. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. SECTION 13: Effective Date13.01 These bylaws shall take effect as of October 1, 1997. Dallas BackOffice Users Group, by [Signatures of Board Members]
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