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On October 7, 1992, the general membership amended the previously existing
bylaws by replacing them with a new constitution and bylaws.  These documents
follow.

                                CONSTITUTION
                                   as of
                               7 October 1992

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 activities 
    and services in keeping with its charter.

Article III - Non-profit status
    Said organization is organized exclusively for charitable, educational,
    and scientific purposes, including, for such purposes, the making of
    distributions to organizations that qualify as exempt organizations
    under section 501(c)(3) of the Internal Revenue Code, or corresponding
    section of any future federal tax code.

    No part of the net earnings of the organization shall inure to the
    benefit of, or be distributeable to its members, trustees, officers, or
    other private persons, except that the organization shall be authorized
    and empowered to pay reasonable compensation for services rendered and
    to make payments and distributions in furtherance of the purpose set
    forth in this article.  No substantial part of the activities of the
    organization shall be that carrying on of propaganda, or otherwise
    attempting to influence legislation, and the organization shall not
    participate in, or intervene in (including the publishing or
    distribution of statements) any political campaign on behalf of or in
    opposition to any candidate for public office.  Notwithstanding any
    other provision of these articles, the organization shall not carry
    on any other activities not permitted to be carried on (a) by an
    organization exempt from federal income tax under section 501(c)(3) of
    the Internal Revenue Code, or corresponding section of any future
    federal tax code, or (b) by a corporation, contributions to which are
    deductible under section 170(c)(2) of the Internal Revenue Code, or
    corresponding section of any future federal tax code.

Article IV - 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, once quorum 
            has been established.



Article V - 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 
    present at a general meeting 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 possessions owned by the organization will 
                    be offered to creditors at fair market value as settlement 
                    of remaining debts.

                3.  any remaining material possessions 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 VI - 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 three 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, including at least 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 alcohol or illegal drugs 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 VII - Parliamentary Reference

    All meetings of the UNIX Users of Minnesota will be conducted under 
    Robert's Rules of Order, Revised, unless otherwise provided.

Article VIII - Amendments

    This constitution may be amended at any General Membership meeting 
    by a two-thirds (2/3) vote of the Active Members present, 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 TO THE CONSTITUTION
                                  as of
                              7 October 1992

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 chairperson and committee 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.  maintenance of the UUM membership database
            B.  maintenance of membership attendance records
            C.  maintenance 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 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

        C.  The petition should be delivered to that officer.

        D.  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.

        E.  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.

        F.  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 present, 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     |