Chautauqua
Cyber Club, Inc.
P. O. Box 251
DeFuniak Springs, Florida 32435-0251
A Computer User Group
By-Laws
ARTICLE
I
Introductions
Section 1. Definition of Bylaws - These
Bylaws constitute the code of rules adopted by the Chautauqua
Cyber Club, Inc. for regulation and management of its affairs.
Section 2. Purposes and Power - This Corporation
will have the purposes or powers as may be stated in it's
Articles of Incorporation, and such powers as are now or may
be granted hereafter by the membership.
2a. This organization is instituted as a
computer user group. For purposes of these bylaws, a computer
user group is composed of members who use a computer for personal
productiveness, pleasure or business.
2b. This group is organized exclusively for
charitable, scientific and education purposes within the meaning
of Section 501(c)(3) of the Internal Revenue Code of 1954,
as amended.
2c. Specifically, this group is organized
to:
(1). provide a forum for communicating ideas,
resolving problems, and increasing the effectiveness of users
of microcomputers and their related software and peripherals.
(2). educate the public concerning the advantages
and disadvantages of microcomputers.
(3). encourage the creation, modification,
maintenance, duplication, and distribution of public domain
software to members of the organization.
ARTICLE
II
Membership
Section 1. Membership - Any person
or family who professes an interest in personal computers
may apply to the Treasurer for membership. Corporate memberships
are expressly forbidden. For purposes of this paragraph, a
family is defined as "the immediate family of the applicant,
all living at the same address." Upon completion of a
membership application and payment of dues said person or
family will be accepted as a member.
Section 2. Voting Rights - During
regular meetings of the Corporation, each member may cast
one vote in accordance with Article II, Section 1. Clarified
- one vote per household. In the event a motion is made by
a family member, that motion may not be seconded by a member
from the same family.
Section 3. Dues – Dues are payable
at any time, and shall be for twelve months regardless of
when paid. Dues not paid within 45 days of expiration month
shall be delinquent and membership will be automatically terminated.
If membership is terminated whether voluntarily or involuntarily,
no refund of dues shall be made.
Staff and full time students
of Northwest Florida State College dues shall be one-half
the amount established at the annual meeting.
The Board of Directors shall
recommend the dues for the following year at the annual meeting.
The recommendation will be supported by a proposed budget.
The membership shall vote to accept or modify the recommendation.
Section 4. Honorary Members
- All Honorary members will be nominated by the Board of Directors
and elected by a simple majority of members at any subsequent
regular or special meeting of the Corporation. Honorary members
may be elected each year. There will be no annual dues for
Honorary Members. Such membership does not convey any voting
rights in the Corporation.
Section 5. Cancellation of Membership
- Membership in this Corporation may be canceled voluntarily
by the member, involuntarily by the Board of Directors for
due cause, or for the non-payment of dues.
ARTICLE
III
Meetings
Section 1. Regular Meetings -
Regular meetings of the membership may be held monthly for
the purpose of conducting the business of the Corporation.
These meetings will be held for the membership to carry out
the purpose as Defined in Article I, Section 2c. The Board
of Directors will set the time, date, and place of these meetings.
Section 2. Annual Meeting -
The annual meeting of the membership will be held as a part
of the regular membership meeting in December of each year.
In addition to regular business to be transacted, Officers
will make annual reports to the membership and the election
of Officers will be completed.
Section 3. Special Meetings
- Special meetings may be called by a majority of the Board
of Directors, by the President of the Corporation, or upon
the signed request of at least ten (10) members. Only business
specified in the call may be transacted at any special meeting.
Notice of special meetings shall be done by electronic mail
to the address of record unless a member does not have an
electronic mail address, or unless the member makes a written
request that materials be sent via U.S. Postal Service. Notice
shall be effective when mailed to the address contained in
the Corporation Roster.
Section 4. Quorum of Members
- A quorum for any meeting shall be 15% of the membership
in good standing.
ARTICLE
IV
Directors
Section 1. Number and Qualifications
of Directors - The number of Directors of this Corporation
will be five (5): the President, Vice-President, Secretary,
Treasurer, and Member at Large. These Directors shall be the
elected Officers of the Corporation. Any vacancies occurring
on the Board of Directors between elections will be filled
in accordance with Art V, Sect 2.
Section 2. Meeting of the Board
of Directors - The Board of Directors will meet at least bi-monthly
and report to the membership as to the results of these meetings.
The Board will also meet at the call of the President or upon
the call of at least two (2) members of the Board. The meetings
of the Board of Directors must be held within Walton County,
Florida. When required Board meetings may be conducted via
electronic communications provided a complete written record
is maintained. Board meetings are open to any member who wishes
to present ideas and suggestions related to the Corporation.
The membership will be informed of each Board meeting.
Section 3. Quorum of Directors
- A majority of the Board of Directors will constitute a quorum.
The act of the majority of the Directors present at a meeting
at which a quorum is present will be the act of the Board
of Directors.
Section 4. Powers and Duties
of Directors - The powers and duties of the Board of Directors
are as follows:
1. To have supervision and
control over the policies, operation and affairs of the
Corporation.
2. To make recommendations
to the membership regarding Corporation matters.
3. To prepare an annual budget
and submit it for approval to the membership at the annual
meeting. The Board of Directors may from time to time submit
amendments to the budget for the current fiscal year, which
may be adopted by majority vote.
4. To perform such other duties
as are specified in the Articles of Incorporation or as
required in the bylaws in order to direct the activities
of the Corporation.
ARTICLE
V
Officers
Section 1. At the regular meeting
held in October, a Nominating Committee of three members shall
be elected by the members. It shall be the duty of this committee
to nominate candidates for the offices to be filled at the
annual meeting in December. The Nominating Committee shall
report at the regular meeting in November, and their report
shall be posted on the Corporation internet homepage immediately
after the meeting. Additional nominations from the floor shall
be permitted at the November meeting.
Section 2. Selection of Officers
- In the event a vacancy occurs in the office of Vice-President,
Secretary, Treasurer, or Member at Large, The Board of Directors
will appoint a replacement to serve for the remainder of the
term. If the office of President is vacated the Vice-president
will assume the position for the remainder of the term, and
the new Board will appoint the vacated Vice-President position.
Officers must be members of the Corporation. These officers
shall be elected by majority vote at the annual meeting and
shall serve for a term of one year or until a successor has
been duly elected and installed.
Section 3. President - The President
shall be the Chief Executive Officer of the Corporation and
shall exercise supervision over the activities and operations
of the Corporation. He/she shall preside at all meetings at
which he/she is present, including meetings of the Board of
Directors. Except for the nominating committee, he/she shall
appoint all committees and shall serve as a member ex-officio
of same.
Section 4. Vice-President -
The Vice-President shall assume the duties of the President
during his absence and shall perform such other duties as
directed by the Board of Directors.
Section 5. Secretary - The Secretary
shall keep the minutes of all regular and special meeting
of the Corporation and the Board of Directors. These minutes
shall be retained in the files of the Corporation and shall
be an official, accurate, and permanent record of all business
transacted at these meetings. As directed, the Secretary shall
prepare official correspondence on behalf of the Corporation.
He/she shall be the official keeper of all Corporation records
and files, and shall deliver them to his/her successor. He/she
shall keep the Logo of the Corporation.
Section 6. Treasurer - The Treasurer
shall receive all funds, deposit and keep them in a financial
institution selected and approved by the Board of Directors.
He/she shall keep an accurate record of all money received
and expended, and shall regularly report to the membership
on the financial status of the Corporation. He/she shall serve
without bond. He/she shall keep the official roster of the
Corporation. At least quarterly, he/she shall submit an itemized
statement of receipts and expenditures to the Board of Directors,
together with written statements of funds on deposit. At the
expiration of his/her term, he/she shall deliver all records
and monies belonging to the Corporation to his/her successor.
No funds shall be disbursed
in amounts in excess of $200 without the authority of the
Board of Directors.
ARTICLE
VI
Committees
Section 1. Appointment - Except
for the Nominating Committee, all Committees shall be appointed
by the President. Committees, standing or special, shall be
appointed from time to time as deemed necessary to carry out
the work of the Corporation.
Section 2. Special Interest
Groups (SIGs) - Special Interest Groups may be formed to provide
for the special interests of the membership. These Special
Interest Groups will be headed by a chairperson appointed
by the President, and approved by the Board of Directors.
Such chairperson will have no official capacity except as
it relates to the SIG.
Section 3. The Audit Committee
shall meet in January, and deliver a written annual audit
report at the regular meeting in February.
ARTICLE
VII
Operations
Section 1. Fiscal Year - The
fiscal year of the Corporation will begin on January 1 and
end the last day of December.
Section 2. Inspection of Books
and Records - All books and records of this Corporation may
be inspected by any member, or his agent or attorney, for
any proper purpose at any reasonable time upon five (5) days
written demand under oath stating such purpose. This demand
shall be delivered to the Secretary and the Treasurer of the
Corporation.
Section 3. Non-Profit Operations
and Compensation. This Corporation will not have or issue
any shares of stock. No dividends will be paid. No part of
the income of this Corporation will be distributed to its
members or Directors except as may be required to carry out
approved functions and activities related to computer literacy,
education, and related subjects. Expenses for out of pocket
expenses to members or Directors to carry on normal business
and to attend functions on behalf of the Corporation may be
authorized. The Board of Directors shall approve all such
expenditures.
Section 4. General - The Corporation
shall at all times be governed by the following limitations:
1. No part of the net earnings
of the Corporation shall inure to the benefit of, or be
distributed to its members, Directors, or other private
persons, except that the Corporation shall be authorized
and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance
of the purposes set forth in these bylaws. No substantial
part of the activities of the Corporation shall be the carrying
out of propaganda, or otherwise attempting to influence
legislation, and the Corporation shall not participate in,
or intervene in (including the publishing or distribution
of statements) in a political campaign on behalf of any
candidate for public office. Notwithstanding any other provisions
of these bylaws, the Corporation shall not, except to an
insubstantial degree, engage in any activities or exercise
any powers that are not in furtherance of the purposes of
this Corporation.
2. Upon the dissolution of
the Corporation, the Board of Directors shall, after paying
or making provision for the payment of all of the liabilities
of the Corporation, dispose of all of the assets of the
Corporation to such organization(s) which are organized
and operated exclusively for charitable, educational, or
scientific purposes as determined by the Board of Directors.
ARTICLE
VIII
Parliamentary
Authority
The rules contained in the current
edition of Robert's Rules of Order, Newly Revised shall govern
the Corporation 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 Corporation may adopt.
ARTICLE
IX
Amendments
These Bylaws can be amended at
any meeting of the Corporation by a 2/3 vote of the members
present, provided that the amendment has been submitted 15
days prior to the meeting to be voted upon. The Board of Directors
shall ensure the correctness of the amendment format and that
the wording of the proposed amendment is published in the
newsletter and/or on the club website before its consideration.
Notice of posting on the website will be sent by the listserv.
ARTICLE
X
Fundraising
All fund raising programs must
be submitted to the Board of Directors in writing and be approved
before implementation.
Adopted:
November 20, 1999 at a regular monthly meeting of general
membership.
Approved:
James Atwell, President
Tim Polito, Vice President
Mitzie Edwards, Secretary
Amended
February 19, 2000:
Article IV, Section 1. Eliminated Second Vice-President.
Article VI, Section 3. Added provision for Audit Committee
Amended
April 21,2001
Article II, Section 3. Dues due throughout the year
Article II, Section 4. No restriction on number of honorary
members
Article III, Section 1. Regular meetings may be held quarterly
Article III, Section 3. Special meetings may be noticed by
electronic mail
Article IV, Section 1. Additional director added
Article IV, Section 2. Board meetings to be held bi-monthly
and open to general membership
Article V, Section 2. Selection of officers in event of vacancy
Article VI, Section 3. Audit committee report due in February
Article IX, Section 1. Change requirements for future by-laws
changes
Article X. Requirements for all fund raising.
Amended
May 19, 2001
Article VII, Section 3. Non-Profit Operations and Compensation
Amended
June 18, 2009
Article I, Section 2. Eliminate requirement to use computer
“at home or at work”. Accuracy.
Article II, Section 2. Corrects terminology and clarifies
family member rights.
Article II, Section 3. Reflects new name of local college.
Article II, Section 5. Eliminates conflict with Article II,
Section 3.
Article III, Section 1. Allows business to be conducted at
regular monthly meetings.
Article III, Section 2. Eliminates conflict with Article V,
Section 1.
Article IV, Section2. Allows electronic board meetings.
Article V, Section 1. Corrects annual meeting month. Eliminates
newsletter posting requirement.
Article V, Section 6. Eliminates two signature requirement.
Article VII. Terminology corrections.
Article VII, Section 4. Clarity. Eliminates conflicts within
Article VII, Sections 3 and 4.
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