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Started by Loren D. Cahlander
Wed, 12 Aug 1992 13:45
Proposed constitution and bylaws
Author: Loren D. Cahlander
Date: Wed, 12 Aug 1992 13:45
Date: Wed, 12 Aug 1992 13:45
454 lines
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21330 bytes
Due to the fact that the organization has been undergoing changes,
to add features for the membership, the bylaws need to change.
They were fine for when we had no assets and were supplying only
monthly speakers for the members.
We now have the MN.ORG domain park officially under UUM leadership.
More features are planned. In order for us to supply the membership
with these features, the charter needs to allow for and to protect these
capabilities.
The following are the proposed constitution and bylaws. Please discuss
them and suggest improvements.
---------- Constitution follows ---------------------------------------------
C O N S T I T U T I O N
Article I - Name
This organization shall be known as "UNIX Users of Minnesota", and
abbreviated "UUM".
Article II - Purpose
The purpose of this organization shall be to promote and encourage the
use of UNIX and UNIX-like operating environments through the exchange
of ideas, experience and abilities of fellow members and guests in both
business and educational uses. This is a non-profit organization whose
income is derived primarily from membership dues and contributions.
Through regular meetings and other communication among members, we hope
to exchange useful information, foster professional growth, and provide
encouragement and support. In furtherance of its stated purpose, this
organization may undertake to sponsor all or portions of trade shows,
seminars, and conventions. It may also choose to sponsor other
activites and services in keeping with its charter.
Article III - Membership
Section 1. Categories of Membership
A. Active Membership
Active Membership will be extended to all persons interested
in UNIX, provided that:
1. a membership application is completed
2. current membership dues are paid
3. a person must have attended two of the last three regular
meetings.
4. Active members who fail to attend at least 2/3 of
the regular meetings will have their membership status
changed to non-active. This requirement may be waived
for cause at the discretion Governing Board.
B. Non-active Membership
Non-active Membership will be extended to all persons interested
in UNIX, provided that:
1. a membership application is completed
2. current membership dues are paid
Non-active members who fail to attend at least one of the regular
meetings in any twelve month period or show other interest in
retaining their membership status will be dropped from the membership
records.
C. Associate Membership
Associate membership:
1. Are for organizations in related fields.
2. by itself grants no voting privileges
D. Corporate Membership
Corporate membership:
** Any suggestions welcomed
E. Honorary Membership
Honorary membership:
1. will be extended to Victor Merryman who started this
organization.
2. may be given to any person or organization by majority vote
of the Active Membership
3. requires no payment of dues
4. by itself grants no voting privileges
Section 2. Dues
A. Dues shall be paid to the treasurer of the UNIX Users of Minnesota
or their designee.
B. Dues amount shall be set by the Governing Board and approved by
vote of the Active Membership at the annual business meeting.
Section 3. Voting Privileges
A. In considering any question before a General Membership meeting,
only Active members are to be considered in determining quorum.
B. In considering any question before a General Membership meeting,
only Active members are eligible to vote, one quorum has been
established.
Article IV - Organization
All affairs of the UNIX Users of Minnesota will be conducted by the
Governing Board unless a two-thirds vote of the Active membership
overrides an action.
Section 1. The voting members of the Governing Board are:
A. President
B. Treasurer
C. Membership director
D. Publicity and speakers director
E. SIG/Activities Director
Section 2. All Governing Board members shall have one vote at the
Governing Board meetings. All Active members shall have one vote at
General Membership meetings. No proxy votes will be allowed,
that is, any member not explicitly voting on a given question in his
or her own name shall be considered not voting. Absentee ballots
which explicitly vote on a given question shall always be considered
valid.
Section 3. Dissolution
A. Dissolution of this organization shall be by unanimous vote of the
presently active General Membership.
B. All members shall be notified by written notice thirty (30) days
prior to any vote taken.
C. The mn.org domain park and its assets shall be kept as a whole
entity to be sold, or donated to another non-profit entity.
D. The financial obligations of the organization shall be settled in
the following manner:
1. all outstanding debts shall be paid to the extent money
is available in the treasury.
2. any material posessions owned by the organization will be
offered to creditors at fair market value as settlement of
remaining debts.
3. any remaining material posessions shall be offered for
public sale at fair market value.
4. any items not previously sold shall be offered for sale at
public auction.
5. funds received from the sale of assets shall be used
first to pay creditors, in amounts proportionate to the
monies owed.
6. Remaining assets will be distributed equally among
charities to be determined by the members by a vote and
shall pass by a simple majority.
Article V - Meetings
Section 1. Governing Board Meetings:
A. Will be held at least once each month at a time and place
mutually agreed on by the members of the board. Monthly board
meetings may be held by telephone conference call at the discretion
of the board, subject to the following restrictions:
1. The Governing Board must meet, in person, at a time and place
announced at a general membership meeting, at least once per
calendar quarter.
2. Any member bringing an action before the board may at a
general meeting request that the months Governing Board meeting
be held in person at a time and place announced at the meeting.
Should the board not be willing, the membership may require such
a meeting by a simple majority vote of the active members.
B. Emergency meetings may be called at the discretion of the President.
C. Attendance of at least two-thirds (rounded up) of the voting
members of the Governing Board will constitute a quorum for
transacting business.
D. Decisions will be made at board meetings by simple majority vote of
the voting members of the Governing Board.
Section 2. General Membership Meetings:
Two-thirds (2/3) of the Active Membership, in addition to
three voting members of the Governing Board, will constitute a
quorum for transacting business. A meeting may be convened with
fifty (50) percent of the General Membership present.
Section 3. Regulations
A. Local laws and regulations will be enforced during all
organizational functions.
B. No recreational substances, i.e. drugs or alcohol, will be allowed
during any business meeting.
C. No dangerous or lethal weapons will be allowed.
D. Respect will be shown at all times to any and all persons.
Article VI - Parlimentary Reference
All meetings of the UNIX Users of Minnesota will be conducted
under Robert's Rules of Order, Revised, unless otherwise provided.
Article VII - Amendments
This constitution may be amended at any General Membership meeting
by a two-thirds (2/3) vote of the Active Members, to take
effect upon passage. Proposed amendments must be submitted to the
membership at least one month prior to the General Membership meeting at
which it will be voted on. This may be done at a previous General
Membership meeting, and/or by notification via email, usmail or fax.
Where an amendment is proposed at a General Membership meeting, the
officers will be responsible for circulating its content in a timely
manner to members not attending the meeting.
---------- bylaws follow ----------------------------------------------------
BYLAWS TO THE CONSTITUTION
Article I - Membership
Section 1. Attendance
Attendance will be taken at all meetings.
Section 2. General Membership meetings
General Membership meetings shall be held on the first
Wednesday of each month at 7:00 P.M., unless otherwise specified.
No General Membership meeting will be held in the months of
January and July.
Section 3. Membership Dues
Membership dues are collected on an annual basis, and are due
and payable at the annual business meeting. For members
joining mid year, a graduated payment schedule will be in effect
based on the following guidelines:
February-July -- Full dues
August-October -- 50% dues
November-January -- 30% dues
Article II - Special Committees
Special committees may be formed by the Governing Board or the General
Membership for any worthwhile purpose. The President will appoint a
charperson and commitee members with board approval. These committees
will report to the Governing Board and continue their assigned task
until it is completed or they are dissolved by the Governing Board.
Article III - Duties of the Governing Board Officers
Section 1. President
The President is responsible for:
A. presiding at all meetings
B. general supervision of all UNIX Users of Minnesota
functions
C. appointment of committee chairs, subject to Board
approval. The President will be an ex officio member
of all committees.
D. overseeing all board duties, and the performance
thereof to the extent not completed by the board
member
Section 2. Treasurer
The Treasurer is responsible for:
A. the collection of all dues, fees and contributions
B. making authorized disbursements
C. submission of financial reports to the Governing Board
and the General Membership, subject to audit
Section 3. Membership Director
The Membership Director is responsible for:
A. maintainance of the UUM membership database
B. maintainance of membership attendance records
C. maintainance of the MN.ORG membership databases
D. updating the tcnet copy of the UUM and MN.ORG
databases at regular intervals
E. assuring that the the membership book is present
at all General Membership meetings
F. mailing meeting notices to those members who
cannot be reached by electronic or FAX mail
Section 4. Publicity and Speakers Director:
The Publicity and Speakers Director is responsible for:
A. arranging meeting locations
B. obtaining speakers for each General meeting
C. maintaining arrangements for backup speakers prepared
to step in in the event the principal speaker is not in
attendance
D. posting the monthly meeting notice via e-mail to the
members and to the 'mn.general' newsgroup
E. maintaining the normal publicity notices for the
group, such as the notices in the Computer User, etc.
F. other publicity functions as appropriate
Section 5. SIG/Activities Director
The SIG/Activities Director is responsible for:
A. Coordination of all special interest groups, including
I. SIGBAP - The UUM Special Interest Group on Beverages
and Pizza
II. SIGNET - The UUM Special Interest Group on
Networking
B. Operation of the 'MN.ORG' domain park
C. Planning of the UUM annual picnic
Article IV - Changes in Governing Board Officers
Section 1. Eligibility for Office
Any Active member in good standing over the legal age of majority
is eligible to hold a position on the Governing Board.
Section 2. Annual Business Meeting
The annual business meeting will be the February meeting.
Section 3. Nominations and Elections
A. The election officer shall preside over the proceedings of an
election. The President shall serve as election officer unless
the President is not available.
B. The election officer shall begin election proceedings at the
November meeting. This shall consist of
announcements of upcoming elections, review of nomination and
election procedures, and review of the schedule for election.
C. Nominations shall be open to any qualified member of the
UNIX Users of Minnesota as outlined in section 1.
Nominations shall be open for one month following the beginning
of election procedures. Members may nominate themselves. If a
member is nominated by another member, the nominee must accept
the nomination in person, otherwise the nomination will not be
recognized. Nominations shall be reopened immediately prior to
the balloting.
D. Discussion, debate, newsletter information, and other methods of
sharing candidate information shall be employed at the direction
of the election officer.
E. Balloting shall be by closed (written) ballot. Ballots will be
counted by a panel appointed by the election officer with
Governing Board approval. No candidate for any office may serve
on this panel.
F. Election of officers shall be held concurrently; that is a single
ballot will be used to vote for all officers.
G. Election shall be by a simple majority of the current active
membership of the UNIX Users of Minnesota. In any
round of voting where no member gains a majority of votes,
the candidate with the least number of votes shall be dropped and
the election run again. If three consecutive votes yield the
same result, the election of this officer shall be tabled,
nominations reopened, and election held again at the next
regular meeting.
H. If an office is vacated before the annual meeting, the President,
with approval from the Governing Board, will appoint a member from
the Active Membership list to fill the vacancy until the next
elections are held. If the office of president is vacant, then a
general election must be held at the next meeting to fill that
office.
Section 4. Recall of Officers
A. Recall proceedings will be convened if a written petition
containing the signatures of two-thirds of the active members
is delivered to the Governing Board. No anonymous recall
motions shall be recognized.
B. Recall proceedings will be convened at the next General
Membership meeting, and presided over by the
highest officer of the UNIX Users of Minnesota in
order of succession not in question. The order of succession
is as follows:
1. President
2. Treasurer
3. Any other officer
4. The membership at large and as a whole
The petition should be delivered to that officer.
C. Until the recall hearing and vote is completed, the officer in
question shall not be permitted to perform their duties, pending
results of the recall proceedings
D. A vote will be taken during the proceedings after proper
hearing has been given to both the officer and the petitioner.
If the officer in question shows cause why he is unable to attend
the initial scheduled hearing, a hearing will be scheduled for
the following meeting. Absent extreme cause, should the officer
not attend this hearing, the recall motion will be considered
uncontested and the vote will then be taken.
E. The vote will be by closed (written) ballot, with a vote in the
affirmative signifying that the officer should be removed. If
three-quarters (3/4) of the currently active membership
vote in favor of the recall motion, the officer is removed
from office, effective immediately. Abstentions from this
vote shall be considered as votes against the recall motion.
Article V - Finances
Section 1. Financial records of the UNIX Users of Minnesota
shall be maintained by the Treasurer. These records shall
be available for review or audit by the President or
appointed committee at all regular meetings.
Section 2. Fiscal year shall start February First of each year.
Article VI - Limitation of Responsibility
Section 1. This organization is a non-profit organization.
Section 2. No person shall be a paid employee of this organization,
nor shall any person be allowed to use this organization
for personal financial gain.
Section 3. No one shall enter into any financial agreement in the name
of this organization without prior written authorization of
the President and Treasurer.
Section 4. Purchases made by the individual members for organization
use may be submitted to the Treasurer for reimbursement,
subject to the approval of the Governing Board.
Article VII - Amendments to the Bylaws
The Bylaws may be amended at any General Membership meeting
by a two-thirds (2/3) vote of the Active Members, to take
effect upon passage. Proposed amendments must be submitted to the
membership at least one month prior to the General Membership meeting at
which it will be voted on. This may be done at a previous General
Membership meeting, and/or by notification via email, usmail or fax.
Where an amendment is proposed at a General Membership meeting, the
officers will be responsible for circulating its content in a timely
manner to members not attending the meeting.
--
Loren D. Cahlander | Internet: loren@nokomis.mn.org
UNIX Users of Minnesota | Alternate Internet: uum-president@mn.org
P.O. Box 47804 | Phone: +1 612 450 6246
Plymouth, MN 55447-0804 |
Re: Proposed constitution and bylaws
Author: Robert J. Granvin
Date: Thu, 13 Aug 1992 16:28
Date: Thu, 13 Aug 1992 16:28
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I've only browsed this, so I'm technically not qualified to repond. (So when has that ever stopped anyone? :-) |> The following are the proposed constitution and bylaws. Please discuss |> them and suggest improvements. |> A. Active Membership |> |> Active Membership will be extended to all persons interested |> in UNIX, provided that: |> 1. a membership application is completed |> 2. current membership dues are paid |> 3. a person must have attended two of the last three regular |> meetings. |> 4. Active members who fail to attend at least 2/3 of |> the regular meetings will have their membership status |> changed to non-active. This requirement may be waived |> for cause at the discretion Governing Board. This is perfectly OK (distinguishing between active and non-active, though one might choose to expand the definitions. A person can be very active in the organization (should it expand beyond meetings), yet not be able to attend 2/3rds of meetings. This criteria should be very open to change and modification as the organization evolves (i.e., explicitly stated). |> B. Non-active Membership |> |> Non-active Membership will be extended to all persons interested |> in UNIX, provided that: |> 1. a membership application is completed |> 2. current membership dues are paid |> |> Non-active members who fail to attend at least one of the regular |> meetings in any twelve month period or show other interest in |> retaining their membership status will be dropped from the membership |> records. Bad. Or at least bad wordings. Simply put, you can _not_ drop members who have paid membership dues. Once you accept their money, you are obligated to carry them as members and provide service as long as they continue to pay their membership dues. A person who pays their membership dues annually but does not attend meetings, does not respond to letters, does not vote on topics, or whatever may be offered/presented to that member, cannot be dropped from the roster. A "non active" (as noted here) categorization is perfectly fine, however. If you want control over the roster and ability to set criteria a member must meet to maintain a membership, then you cannot accept cash. Once you accept money, you have entered into a contract with the individual. |> Corporate membership: |> ** Any suggestions welcomed Rats nest. :-) |> B. In considering any question before a General Membership meeting, |> only Active members are eligible to vote, one quorum has been |> established. You may want to clarify here again what determines an active member. Otherwise, you should provide a method for an "inactive" member to become active again. Would that be achieved by attending two of the last three meetings prior to the meeting where a vote is held? And more esoterically, would that voting meeting count as one of the two meetings? Next, specify clearly what a paying member receives for his or her membership. Does this include a newsletter? If so, what's the frequency? Finally, does UUM have a 501(c)3 or plan to obtain one? -- Robert J. Granvin School of Statistics rjg@umnstat.stat.umn.edu University of Minnesota
Re: Proposed constitution and bylaws
Author: Loren D. Cahlander
Date: Fri, 14 Aug 1992 14:06
Date: Fri, 14 Aug 1992 14:06
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In article <1992Aug13.162804.23956@news2.cis.umn.edu> rjg@umnstat.stat.umn.edu (Robert J. Granvin) writes:
>I've only browsed this, so I'm technically not qualified to repond.
>(So when has that ever stopped anyone? :-)
>
>|> The following are the proposed constitution and bylaws. Please discuss
>|> them and suggest improvements.
>
>
>|> A. Active Membership
>|>
>|> Active Membership will be extended to all persons interested
>|> in UNIX, provided that:
>|> 1. a membership application is completed
>|> 2. current membership dues are paid
>|> 3. a person must have attended two of the last three regular
>|> meetings.
>|> 4. Active members who fail to attend at least 2/3 of
>|> the regular meetings will have their membership status
>|> changed to non-active. This requirement may be waived
>|> for cause at the discretion Governing Board.
>
>This is perfectly OK (distinguishing between active and non-active, though
>one might choose to expand the definitions. A person can be very active in
>the organization (should it expand beyond meetings), yet not be able to
>attend 2/3rds of meetings. This criteria should be very open to change
>and modification as the organization evolves (i.e., explicitly stated).
>
This is covered by:
4. Active members who fail to attend at least 2/3 of
the regular meetings will have their membership status
changed to non-active. This requirement may be waived
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
for cause at the discretion Governing Board.
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
>|> B. Non-active Membership
>|>
>|> Non-active Membership will be extended to all persons interested
>|> in UNIX, provided that:
>|> 1. a membership application is completed
>|> 2. current membership dues are paid
>|>
>|> Non-active members who fail to attend at least one of the regular
>|> meetings in any twelve month period or show other interest in
>|> retaining their membership status will be dropped from the membership
>|> records.
>
>Bad. Or at least bad wordings.
>
>Simply put, you can _not_ drop members who have paid membership dues. Once
>you accept their money, you are obligated to carry them as members and
>provide service as long as they continue to pay their membership dues.
>
>A person who pays their membership dues annually but does not attend
>meetings, does not respond to letters, does not vote on topics, or
>whatever may be offered/presented to that member, cannot be dropped from
>the roster. A "non active" (as noted here) categorization is perfectly
>fine, however.
>
>If you want control over the roster and ability to set criteria a member
>must meet to maintain a membership, then you cannot accept cash. Once
>you accept money, you have entered into a contract with the individual.
>
How about:
Non-active members who fail to attend at least one of the
regular meetings in any twelve month period and have not
paid their dues or show other interest in retaining their
membership status will be dropped from the membership records.
>|> Corporate membership:
>|> ** Any suggestions welcomed
>
>Rats nest. :-)
>
>|> B. In considering any question before a General Membership meeting,
>|> only Active members are eligible to vote, one quorum has been
>|> established.
>
>You may want to clarify here again what determines an active member.
>Otherwise, you should provide a method for an "inactive" member to
>become active again. Would that be achieved by attending two of the
>last three meetings prior to the meeting where a vote is held? And
>more esoterically, would that voting meeting count as one of the two
>meetings?
>
How about adding to Article III, Section 1, subsection A:
A non-active member may become active if (s)he has attended two of
the last three meetings (including the current meeting.)
>
>Next, specify clearly what a paying member receives for his or her
>membership. Does this include a newsletter? If so, what's the
>frequency? Finally, does UUM have a 501(c)3 or plan to obtain one?
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
It is in the works. We need some more donations before our Treasurer,
Fred Potthoff, feels comfortable in sending in the application. I agree
with him. We should have our status by the end of the year.
>
>--
>Robert J. Granvin School of Statistics
>rjg@umnstat.stat.umn.edu University of Minnesota
--
Loren D. Cahlander | Internet: loren@nokomis.mn.org
UNIX Users of Minnesota | Alternate Internet: uum-president@mn.org
P.O. Box 47804 | Phone: +1 612 450 6246
Plymouth, MN 55447-0804 |
Re: Proposed constitution and bylaws
Author: Robert J. Granvin
Date: Fri, 14 Aug 1992 20:30
Date: Fri, 14 Aug 1992 20:30
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|> >This is perfectly OK (distinguishing between active and non-active, though |> >one might choose to expand the definitions. A person can be very active in |> >the organization (should it expand beyond meetings), yet not be able to |> >attend 2/3rds of meetings. This criteria should be very open to change |> >and modification as the organization evolves (i.e., explicitly stated). |> |> This is covered by: |> 4. Active members who fail to attend at least 2/3 of |> the regular meetings will have their membership status |> changed to non-active. This requirement may be waived |> ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ |> for cause at the discretion Governing Board. |> ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ OK. That seems reasonable. I didn't make a connection in the browse... |> >If you want control over the roster and ability to set criteria a member |> >must meet to maintain a membership, then you cannot accept cash. Once |> >you accept money, you have entered into a contract with the individual. |> |> How about: |> Non-active members who fail to attend at least one of the |> regular meetings in any twelve month period and have not |> paid their dues or show other interest in retaining their |> membership status will be dropped from the membership records. Much better, provided that you give them the opportunity to indicate their lack of interest through a lack of response. i.e., you must mail a renewal form (501(c)3 will probably require you do this via USnail, but who knows?). If a renewal is not received, that indicates a lack of interest. But in general terms, this covers the bases. |> >You may want to clarify here again what determines an active member. |> >Otherwise, you should provide a method for an "inactive" member to |> >become active again. Would that be achieved by attending two of the |> >last three meetings prior to the meeting where a vote is held? And |> >more esoterically, would that voting meeting count as one of the two |> >meetings? |> |> How about adding to Article III, Section 1, subsection A: |> |> A non-active member may become active if (s)he has attended two of |> the last three meetings (including the current meeting.) Comfortable (and clear). |> >Next, specify clearly what a paying member receives for his or her |> >membership. Does this include a newsletter? If so, what's the |> >frequency? Finally, does UUM have a 501(c)3 or plan to obtain one? |> ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ |> |> It is in the works. We need some more donations before our Treasurer, |> Fred Potthoff, feels comfortable in sending in the application. I agree |> with him. We should have our status by the end of the year. Cool. Then you can have real fun. :-) [legal raffles, tax-exempt purchases, etc. etc. etc...] -- Robert J. Granvin School of Statistics rjg@umnstat.stat.umn.edu University of Minnesota
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