CAPITAL PC USER GROUP, INC. (A Maryland Corporation)

BYLAWS

The CAPITAL PC USER GROUP, INC. shall be referred to as the "CPCUG".

ARTICLE 1: MEMBERSHIP

Section 1. Membership is restricted to individuals only. Companies, corporations, etc. cannot be enrolled as members of the CPCUG.

Section 2. With the exception of the voting privilege, membership privileges of the individual enrolled as a member of the CPCUG.org extend to the members of his or her immediate family.

ARTICLE 2. DUES

Section 1. Annual dues for regular memberhip shall be set by the Board of Directors.

Section 2. The name of any CPCUG.org member who has not paid his or her yearly dues within 45 days of the due date shall be removed from the general membership roster.

ARTICLE 3: OFFICERS

Section 1. All officers shall be elected from the general membership according to the procedures set forth in Article 11 of the Bylaws.

Section 2. General responsibilities of CPCUG.org officers are to:

a. Conduct day-to-day CPCUG.org business,

b. Preserve the assets of the CPCUG.

Section 3. Specific duties of CPCUG.org officers are as follows:

a. The President shall:

1. Serve as the chief executive officer of the CPCUG,

2. Be responsible for the general conduct of the CPCUG.

3. Conduct all Board of Directors meetings and other special meetings as called by the Board of Directors,

4. Appoint directors as required,

5. Designate committees and appoint committee chairmen as required,

6. Call Executive Committee meetings.

b. The 1st Vice President shall:

1. Serve in place of the President in his absence,

2. Serve as President for the remainder of the President's term if the office of the President is vacated,

3. Serve as the central administrator for managing all activities associated with a CPCUG.org office,

4. Manage the activities of the Special Interest Groups to include monitoring their status within the CPCUG. (See Article 5.)

c. The Regional Vice President(s) shall:

1. Be responsible for coordinating and conducting monthly meetings and other periodic activities within their region as sanctioned by the Board of Directors,

2. Coordinate with CPCUG.org directors (see Article 6) to ensure that members of the region are afforded the opportunity to fully participate in all CPCUG.org activities,

d. The Secretary shall:

1. Maintain records of CPCUG.org business,

2. Document decisions made by the Board of Directors,

3. Notify appropriate members of scheduled meetings.

e. The Treasurer shall:

1. Maintain accurate financial records of the CPCUG.org .. records shall include all receipts and disbursements for the CPCUG,

2. Ensure that an independent audit of the CPCUG.org is conducted annually,

3. Reimburse members for general CPCUG.org expenses and capital expenditures,

4. Publish an annual financial report of the CPCUG,

5. Provide financial reports of the CPCUG.org to the Board of Directors at least quarterly,

6. Conduct an annual inventory of capital assets.

Section 4. Removal of an officer from his or her elected position can be accomplished by a two-thirds majority vote of the Board of Directors. The officer in question has the right to present a case for consideration and final resolution by the general membership. Notice of these proceedings shall be given at least thirty days in advance.

ARTICLE 4: BOARD OF DIRECTORS

Section 1. General duties and responsibilities of the Board of Directors include:

a. Establish policy for the CPCUG,

b. Approve the CPCUG.org budget,

c. Make public any oral or written communication on behalf of the CPCUG,

d. Sponsor meetings in the name of the CPCUG.

Section 2. Specific duties of the Board of Directors include:

a. Establish the amount of membership dues,

b. Recognize, approve, and facilitate the formation of new Special Interest Groups,

c. Confirm the President's appointments of directors and committee chairmen,

d. Establish new offices for regional Vice- Presidents as required,

e. Appoint officers to fill unexpired terms of office whenever the office becomes vacant.

f. Recommend officers for removal from their elected positions.

g. Remove officers from their elected positions by a two-thirds majority vote of those present and voting.

Section 3. The following guidelines shall apply to Board of Directors meetings:

a. Regular meetings shall be held monthly or as otherwise determined by the Board,

b. All members of the Board of Directors will be notified of the time and place of Board meetings at least five working days prior to the meetings unless meetings are scheduled for the same time and place each month,

c. Special meetings may be held at the request of any four members of the Board. Notification requirements as in Section 3b remain in effect.

d. Upon majority consent of the Board members, an emergency meeting can be called without advanced notice.

Section 4. If the CPCUG.org general membership has not adopted an official position on a CPCUG.org matter, any public statement or position held by the Board of Directors shall be clearly labeled as that of the Board alone.

ARTICLE 5. SPECIAL INTEREST GROUPS (SIGs)

Section 1. Special Interest Groups (SIGs) are formed to support the purposes of the CPCUG.org in a specific area of interest which has not already been addressed or which needs greater emphasis.

Section 2. Membership in SIGs is open to all members of the CPCUG.

Section 3. A SIG chairman is chosen from members of the SIG. Specific duties and responsibilities of the SIG chairman include:

a. Presenting the appropriate documentation to the Board of Directors so that the Board may formally recognize the SIG, (See Section 4 below.)

b. Attending Board of Directors meetings or sending a representative in his or her place .. the SIG chairman will present a report of SIG activities at the meeting.

c. Maintaining an up-to-date roster of active SIG members.

Section 4. A SIG becomes a recognized unit within the CPCUG.org when the following takes place:

a. A meeting is held to discuss the formation of the SIG .. all interested parties are invited,

b. The following documentation is presented to the Board of Directors;

1. A SIG charter which includes;

a. An outline of the purposes, interests, and activities of the proposed SIG,

b. Identification of the SIG chairman,

c. An estimate and analysis of any expenses or anticipated revenue associated with the activities of the SIG,

2. A description of the SIG for the CPCUG.org newsletter,

c. The Board of Directors votes and formally recognizes the SIG.

Section 5. In order for a SIG to maintain its status as a recognized SIG and keep its membership on the Board of Directors, the following is required:

a. The SIG chairman must submit SIG membership rosters at least annually,

b. The SIG chairman or a designated representative must attend more than half of the Board of Directors meetings during the course of each year,

c. The SIG must perform one of the following functions during the course of each year;

1. Give a presentation at the regional meetings,

2. Provide an article for the CPCUG.org newsletter,

3. Conduct a training seminar.

ARTICLE 6. DIRECTORS

Section 1. Subject to confirmation by the Board of Directors, the President shall appoint the following directors:

a. Program Director

b. Buying Group Director

c. Education and Training Director

d. Membership Director

e. Vendor Relations Director

f. Editor

g. Public Domain Software Library Director

Section 2. The President may appoint additional directors for particular tasks subject to the approval of the Board of Directors.

Section 3. Directors serve at the pleasure of the Board of Directors.

Section 4. Duties and responsibilities of the directors shall be defined by the Board of Directors.

ARTICLE 7. COMMITTEES

Section 1. The President shall designate committees for short term projects.

Section 2. Subject to confirmation by the Board of Directors, the President shall appoint committee chairmen.

Section 3. Duties and responsibilities of the committees are defined by the President.

ARTICLE 8. EXECUTIVE COMMITTEE

Section 1. The Executive Committee is composed of all CPCUG.org officers.

Section 2. The President may call meetings of the Executive Committee to handle day-to-day CPCUG.org business and discuss issues prior to presentation at the Board of Directors meetings.

ARTICLE 9. QUORUM

Section 1. A quorum of the Board of Directors shall consist of the Board members present at the Board meetings.

Section 2. At any general meeting, the general members present shall constitute a quorum.

ARTICLE 10. PARLIAMENTARY CONDUCT

Section 1. Unless otherwise specified, Roberts Rules of Order, Newly Revised, shall govern the procedures of the CPCUG.org for all CPCUG.org meetings.

ARTICLE 11. ELECTIONS

Section 1. Elections shall be held for CPCUG.org officer positions during the month of February.

Section 2. Elections to office shall be by popular vote.

Section 3. Elections shall be by ballot distributed to all general members.

Section 4. Each member in good standing may cast one vote.

ARTICLE 12. FINANCIAL MANAGEMENT

Section 1. The fiscal year of the CPCUG.org shall commence March 1 and end on the last day of February.

Section 2. All CPCUG.org activities that conduct regular financial transactions shall operate within a budget approved by the Board of Directors.

Section 3. All CPCUG.org activities that independently manage their finances shall provide the Treasurer the following:

a. A monthly financial statement,

b. A proposed budget of anticipated income and expenditures on a quarterly basis.

Section 3. All capital asset purchases exceeding $50 must be approved, in writing, by at least two CPCUG.org officers.

Section 4. General CPCUG.org expenses shall be reimbursed by the Treasurer. Receipts for expenses exceeding $25 must be provided.

Section 5. Profits that accrue to the CPCUG.org shall be used in the public interest.

Section 6. A financial statement disclosing the fiscal condition of the CPCUG.org shall be published during the first four months of each fiscal year.

ARTICLE 13. AMENDMENTS

Section 1. A general or special meeting shall be called by the Board of Directors for the purpose of amending these Bylaws. An official mail ballot, when authorized and approved by the Board of Directors, shall constitute a special meeting for the purpose of amending these Bylaws.

Section 2. All general members may cast one vote on the proposed amendments.

Section 3. These Bylaws shall be amended only by a two-thirds vote of those present and voting at the meeting designated in Section 1 of this Article.

Section 4. Notice of proposed amendments must be published to all general members prior to the meeting designated in Section 1 of this Article.

 

Adopted: ____________________________________President

___________________________________________Secretary

Date: ___________________