CONSTITUTION and BY-LAWS
Computer Users of Erie
CONSTITUTION
(Adopted January 18, 2007)
ARTICLE I. Name and Purpose
The name of this organization, hereafter referred to as the corporation, shall be the "Computer Users of Erie" (CUE) assembled to promote the understanding, appreciation, and use of computers and compatible technologies through educational activities and programs, and to represent the members of the Corporation as a whole to the computer industry. CUE shall be guided by the principles adopted by the Association of Personal Computer User Groups (APCUG).
CUE is not organized for profit and no part of its earnings shall inure to the benefit of any private member or individual. In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all the money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used or distributed to such organizations organized and operated exclusively to promote the understanding, appreciation, and use of computers through educational activities and programs if it shall, subject to the laws of the Commonwealth of Pennsylvania, at the time, and qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as amended, as the Board of Directors shall determine in accordance with ARTICLE IX of this Constitution.
ARTICLE II. Membership
A. Adult membership is open to all computer enthusiasts without regard to race, religion, ethnicity or sexual orientation, and who are at least 18 years of age.
ARTICLE III. Meetings
A. General membership meetings may be held monthly but in no case shall it be less than four (4) times a year.
B. The Annual Meeting shall be held for the purpose of electing the officers and the Board of Directors of the corporation.
C. The Board of Directors shall meet at least 4 times a year.
D. Robert’s Rules of Order, latest edition, shall be the parliamentary authority for meeting procedures which are not specifically addressed by the Constitution, By Laws and Rules of this organization.
ARTICLE IV. Officers.
The officers of the corporation shall be: President, Vice-President, Treasurer, and Secretary, who shall be elected at the Annual Meeting.
ARTICLE V. Board of Directors.
A. The Board of Directors shall consist of:
1. Elected officers,
2. five (5) members elected at large,
3. Editor and Webmaster each appointed by the President and approved by the Board.
B. All matters of business pertaining to the Corporation, except as may be herein reserved to the membership at large or to its officers, shall be vested in the Board of Directors, hereafter referred to as the "Board."
C. Each member of the Board is limited to one vote.
ARTICLE VI. Communications.
A. The corporation may publish a monthly newsletter distributed to its membership and may exchange copies with other computer user groups.
B. The corporation may maintain communication systems for its members.
ARTICLE VII. By-Laws and Amendments.
A. Amendments to this Constitution shall be adopted by three-fourths (3/4) vote at a general membership meeting provided the proposed amendments are published in the Newsletter, or otherwise distributed in writing, at least ten (10) days prior to the meeting at which said proposals will be presented for vote.
B. By-Laws not inconsistent with this Constitution may be adopted. The By-Laws, and any amendments thereto, shall be adopted by a majority vote at a general membership meeting.
C. Amendments to this Constitution and its By-Laws shall be approved by the Board before submission to the membership for adoption.
D. The text of any adopted amendments shall appear in the next issue of the Newsletter or be otherwise communicated to the membership.
E. This Constitution and By-Laws shall be reviewed every five (5) years at the direction of the Board.
ARTICLE VIII. Waiver of Liability.
A. No officer or member shall:
1. be personally liable for any bills or obligations of the Corporation, past or present;
2. Disburse any of the corporation's funds or inventory without authorization from the Board;
3. Represent the Corporation or use the name or mailing list of the Corporation for any purpose without the express consent of the Board. Only the Board and Special Interest group Coordinators shall have access to the Corporation’s membership list;
4. abscond with any template, script, or software design used by an elected or appointed officer or director in the production of a newsletter, website or other operation promulgated by the Corporation without prior authorization of the Board;
5. Engage in direct selling efforts during regularly scheduled meetings unless specifically and officially invited to do so by the Board.
B. The Board shall provide insurance that indemnifies the corporation from liability arising out of the operation of the corporation.
ARTICLE IX. Dissolution.
A. The Corporation may be dissolved voluntarily by a two-thirds vote of members in good standing. The vote for dissolution must be held at business meetings at which a quorum exists. Proposals for dissolution must be presented to the members a minimum of one business meeting before the vote is held and must include a proposal for disposal of the Corporation’s assets
.
B. If the Corporation is dissolved, assets of the Corporation will be disposed of in a manner approved by the membership and voted upon at the same meeting at which the voting for dissolution is held.
BY-LAWS
Computer Users of Erie
ARTICLE I. Membership.
A. Associate members. Full-time students and any immediate family members living in the household of an adult member shall be considered associate members and may not hold office or vote.
B. Members shall pay such dues, assessments and/or other fees as determined by the Board and approved by the general membership.
C. Members in arrears for more than three (3) months after their due date may be dropped from the membership provided the member is so notified in writing of the said arrears.
D. A membership directory must be prepared and updated at least annually to be distributed for use only by the membership. All members shall be given the opportunity to determine which of the following items of information, in addition to their names, they wish included in the directory: mailing address, telephone number, email address, hardware and/or software interest.
E. Upon approval of their applications, each new member shall be given a copy of the current Constitution and By-Laws, and a copy of the current membership directory.
F. Members of any organization that is the meeting venue for the Corporation at no cost shall be welcome to all General and Special Interest Group meetings except that they may not vote or hold elective offices unless they become full dues-paying members.
ARTICLE II. Meetings.
A. The general membership and board meetings shall be held at a time and place determined by the Board. A meeting may be postponed or rescheduled at the discretion of the President, or canceled due to unforeseen circumstances.
B. The Annual Meeting shall be the general membership meeting held in April of each year unless postponed by the President due to unforeseen circumstances.
C. A quorum is required to conduct business at any general membership or Annual Meeting and shall be at least twenty percent (20%) of the members in good standing. A quorum of at least fifty percent (50%) shall be required to conduct business at any Board meeting.
D. Members of the Corporation may participate, but not vote, at Board meetings.
ARTICLE III. Elections.
A. The officers and at-large board members shall be elected by a majority vote at the Annual meeting and will take office on the first day of the following month.
B. A nominating committee, appointed by the President at least two (2) months prior to the Annual meeting, shall actively solicit for nominees both in writing to the membership and at least one general meeting before developing a slate of candidates and shall publish the slate in the Corporation’s newsletter and/or other form of written or electronic communication to the membership at least five (5) days prior to the Annual meeting. Immediately prior to the election at the Annual meeting, nominations from the floor shall be accepted, providing that the nominees so proposed indicate a willingness to serve if elected. In cases of election by ballot, the President will appoint three (3) tellers, none of whom shall be a nominee for any office. Any member may witness the counting of the ballots.
C. Absentee voting will be allowed if received in writing by hand or mail prior to the election meeting.
D. No member can be a candidate for 2 or more elective Board positions simultaneously.
ARTICLE IV. Officers.
The duties of the officers shall include:
President - Officiate at the Annual, general membership, and Board meetings and coordinate all business of the Corporation.
Vice-President - Officiate in the absence of the President and coordinate the programs and the Special Interest Groups of the Corporation.
Treasurer - Handle the collection and disbursement of funds, maintain records of same, report monthly on the current status of the treasury, maintain an inventory of the Corporation’s non-cash assets such as equipment, software, property, etc., maintain and provide an up-to-date membership list to the Board, and submit a Corporation year-end report on a timely basis both to the Board and to the Membership.
Secretary - Record the minutes of the Annual, general membership, and Board meetings. In a timely manner submit minutes of the Annual and general membership meetings for publication in the Newsletter and minutes of the board meetings to members of the Board, conduct the correspondence of the corporation, prepare a membership directory at the direction of the Board, act as the repository of all official corporation documents including this Constitution and By-Laws, and provide current copies of the membership directory and Constitution and By-Laws to new members.
ARTICLE V. Executive Committee.
The Executive Committee, consisting of the officers, may meet in an advisory capacity at the discretion of the President to plan and otherwise consider the direction and/or execution of any ongoing business of the corporation.
ARTICLE VI. Board of Directors.
A. The term of office for all members of the Board is one (1) year, not to exceed three (3) consecutive terms in the same position, and shall serve until their successors are elected or appointed.
B. Any officer or director may be removed from office by action of the Board of Directors in the following manner:
1. Any officer may request the Board to remove an officer or director, and such request, if seconded, shall be voted upon at the next regular board meeting or at a special meeting called for that purpose no less than two (2) weeks after the request is seconded. The officer or director must be notified in writing if not present and must have a chance to present his or her case before the board vote to remove him or her. A vote of at least two-thirds (2/3) of the total board shall be required to remove an officer or director.
2. Upon removal or resignation of an officer or board member and/or completion of the terms of office, all records, correspondence, documents, and other corporate property in his or her possession shall be delivered to the Board, or to the respective successor, as the case may be within 30 days.
C. Duties of the Board.
1. Appoint replacements for any position, including officers, which fall vacant during the term.
2. Approve expenditures of up to $100.
D. It is expected that each board member will excuse him or herself from voting on matters which could be a conflict of interest. Also, by a two-thirds vote of the Board, any member can be excluded from voting on a particular Board proposal if a conflict of interest is determined to exist.
ARTICLE VII. Committees.
The President, upon approval of the Board, may appoint standing and/or special committees to carry out specific temporary or long term functions within the Corporation such as programs, demonstrations, public relations, membership, audit, etc.
ARTICLE VIII. Newsletter
A. The official monthly publication of the Corporation shall be called "Horizons" and shall be fully funded by the Corporation in accordance with policies set by the Board.
B. Its front page header may include identifying references to the computer types, brands, or affiliations. Space on the pages of the publication shall not be arbitrarily denied to any interest within the designated purposes of the Corporation.
C. The Editor may gather articles from the membership or other sources and prepare, print, and mail or otherwise distribute to the membership.
D. The newsletter may be made available to other computer user groups as approved by the Board.
E. Paid advertising from outside vendors or sources may be solicited. Fees collected from such advertising shall be used for use the production of the Newsletter.
1. In such a case where an advertiser is secured, copies of the Newsletter in which their ad appears may be provided to them at no cost.
2. Advertisements must conform to the standards of the Corporation and must be in the best interests of the Corporation members. No ads will be accepted that relate to illegal or other objectionable activities. Questionable ads may be either rejected immediately by the Editor or acted upon at the next Board meeting following receipt of the ad.
F. The Editor may change the name and/or design of the Newsletter with the approval of the Board.
ARTICLE IX. Electronic Communications.
A. The Corporation's Website shall be accessible by the major computer types or brands.
B. The Corporation's Website shall be maintained by the Webmaster. Upon approval of the
Board, the Webmaster’s reasonable operating and capital expenses shall be reimbursed.
C. Paid advertising by outside entities on the Corporation website will be accepted to offset the costs associated with operating the website, providing such advertising is in the best interests of the Corporation membership, does not promote illegal or otherwise objectionable material or activities, and is subject to Board approval.
1. Such advertising may be in the form of text, graphic banner, or other graphic ads, audio ads, or any other form deliverable via a website.
2. Such ads may be for products or services that may be of interest to the Corporation membership, and may also include affiliate program ads as offered by the various hardware and software vendors that solicit the Corporation membership to participate in such programs.
D. Links to vendor websites that provide hardware, software, or other services to the Corporation or its members, shall be provided at no cost to the vendor, in appreciation for their support of the Corporation.
ARTICLE X. Member Conduct
A. CUE does not condone any violation of copyright laws, nor does it tolerate such
violations by its members.
B. Commercial, public domain, and shareware software obtained by CUE shall be made available ONLY to its members. Any commercial software or hardware obtained by CUE from a vendor, in exchange for a published review of said item, shall become the property of the reviewer, with the exception of hardware that is to be returned to the supplying vendor as part of the arrangement. However, if no review is provided for publication as stipulated by the vendor and the CUE receives an invoice for said item, the responsibility for payment of said invoice falls to the member responsible for the review.
C. At all CUE meetings or sanctioned events, members and associate members shall conduct themselves in a manner that promotes the interchange of ideas and information on computers and compatible technologies in accordance with the purpose of CUE.
D. A member may be expelled from C.U.E. for engaging in activities prohibited by these By-Laws or any written rule or practice adopted by the Board of which notice has been given. It is most desirable for a member in violation to be counseled, if appropriate, before any formal action is taken. Damaging property, theft, unauthorized use of CUE property, or repeated disruption of any CUE meetings shall be grounds for expulsion. Before such expulsion, the grounds shall be specified in writing to the Secretary who will send a copy to the member charged with the offense together with an invitation to the Board meeting at which the member’s expulsion is to be considered. The member charged shall be allowed a hearing after which it is at the discretion of the board to give the member an opportunity to correct his or her behavior or expel the member if a two thirds (2/3) vote of the board members present deems it suitable. There shall be no refund, in part or in full, of any dues assessment collected prior to such an expulsion.
ARTICLE XI. Fiscal Responsibilities
The fiscal year of the Corporation shall be May 1st to April 30th.