Chautauqua Cyber Club, Inc.
P. O. Box 251
DeFuniak Springs, Florida 32435-0251
A Computer User Group

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 use group is composed of members who use a computer at home or at work for personal productiveness or pleasure.

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: 

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 to members of the organization.

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 the business meetings of the Corporation, each member shall cast one vote in accordance with Article II, Section 1. Clarified - one vote per household.

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 Okaloosa-Walton Community 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 by the last day of February.

Meetings

Section 1. Regular Meetings - Regular meetings of the membership may be held quarterly for the purpose of conducting the business of the Corporation. Monthly meetings will be held for the membership to carry out the purpose as Defined in Article 1, 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 nomination and election of Officer 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.

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 IV, Sect II.

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 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. 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.

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 as the annual meeting in January. 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, and in the December Corporation newsletter. 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. All checks shall contain the signature of two (2) members of the Board of Directors.

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.

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 be half 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 the Charter. 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 the Charter, 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, exclusively for the purpose of the Corporation in such manner, or to such organization(s) which are organized and operated exclusively for charitable, educational, or scientific purposes as determined by the Board of Directors. The Board of Directors may also determine any net assets can be distributed to the current membership on a pro-rata basis.

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.

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.

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