BYLAWS FOR GOLDEN TRIANGLE PC CLUB
Sunday, May 20, 2001, members of the Golden Triangle PC Club
approved the below bylaws of the club.
ARTICLE I NAME
The name of this corporation is the Golden Triangle PC Club, hereafter referred to as "GTPCC," or the "club."
ARTICLE II PERIOD OF DURATION
The corporation's existence shall be perpetual.
ARTICLE III DISSOLUTION OF ASSETS
This organization is organized exclusively for educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code.
Notwithstanding any other provisions of these articles, this 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 of 1954 (or the corresponding section of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.
Upon the dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IV FINANCIAL CONSIDERATIONS
The Golden Triangle PC Club is a non profit corporation.
ARTICLE V FUNCTIONS
The Golden Triangle PC Club is dedicated to providing programs and services to aid club members and nonmembers in enhancing their computer skills and broadening their awareness of the computer industry. The club's purpose and functions include:
a. Provide a forum for members of the computer community to increase their understanding and utilization of their computer
b. Serve as a resource to the community regarding use of computers and knowledge of the computer industry
c. Provide an opportunity for computer users to exchange their knowledge of and experience with computers
d. Provide an opportunity for formal and informal education in the use of computer software and computer hardware
e. Provide a means of communication with other computer user groups
f. Provide an opportunity for the formation of special interest groups (SIG)
g. Provide a means for the exchange of public domain computer software and vendor-donated software and hardware.
h. Educate members and nonmembers about the process of acquiring and building computers and with acquiring computer software
ARTICLE VI SOFTWARE DISTRIBUTION
The illegal copying, use, or distribution of software shall not be condoned by the club.
The Golden Triangle PC Club does not and will not engage in the use, purchase, or promotion of hardware or software developed by a particular manufacturer or distributed by a particular company.
ARTICLE VII MEMBERSHIP
Section 1. Membership in the GTPCC shall not be denied to anyone based upon age, race, sex, color, religion, national origin, marital status, or disability.
Section 2. Membership in the GTPCC is open to anyone interested in computers, and ownership of a computer shall not be a prerequisite for membership.
Section 3. Membership fees are established by the club board of directors as presented in these bylaws.
Section 4. Membership in the club is open to individuals and family members. A membership in the club is recognized as a family membership, enabling the entire family to participate in club programs or activities.
Section 5. Membership in the Golden Triangle PC Club is restricted to only individuals and family members.
Section 6. Membership privileges of the individual enrolled as a member of the GTPCC extend to members of the individual's immediate family. A family is defined as parents and children living in the same household.
ARTICLE VIII MEMBERSHIP FEES
Section 1. Types of membership shall include regular and student. Regular membership "A" means the member wishes to receive the club newsletter via email, and regular membership "B" means the member wishes to receive the club newsletter via surface mail. Student membership "A" means the student member wishes to receive the club newsletter via email, and student membership "B" means the student member wishes to receive the club newsletter via surface mail.
Section 2. The student status is defined as being currently enrolled in any university or high school, and the member wishing to join the club as a student member will provide documentation indicating their status as a student.
Section 3. Before implementing changes in club membership fees and a time frame in which to implement such changes, the board of directors of the club shall recommend club members approve these changes. Changes in membership fees and a time frame in which to implement these changes will be approved at a regular meeting of the membership of the club.
Section 4. The term of annual membership will extend from the first day of the month following receipt of the fees by the treasurer and will last for twelve calendar months.
Section 5. Any GTPCC member who has not paid their yearly membership fees within 45 days of their due date shall be removed from the general membership roster.
Section 6. Club membership fees are paid by a family member and the single membership extends to the member's entire family.
Section 7. Participants in club meetings, programs, or other activities are encouraged to join the club, in accordance with these Bylaws. The club welcomes non-members in club events, in accordance with any requirements that may be established for non-members to participate in such events.
Section 8. Members in the club receive a membership card indicating their membership in the club.
Section 9. Membership fees are used to support the club, pay for club-related expenses necessary to provide services to club members, and to cover other expenses approved by the board of directors.
ARTICLE IX RIGHTS OF MEMBERSHIP
Section 1. Members are entitled to participate in regular club events and programs, in accordance with any necessary registration process or fee schedule. The membership card authorizes members and their family to participate in club activities that may, when necessary and established by the board of directors, be reserved to members of the club.
Section 2. Individual members are entitled to cast one (1) vote in any election or club activity that requires general membership approval.
Section 4. In family memberships, each member of the family is entitled to cast one (1) vote in any election or club activity that requires general membership approval. Members must be present to vote. There will be no proxy voting.
ARTICLE X DOOR PRIZES
Section 1. Door prizes are available for club members, guests and visitors participating in club programs, and are limited to one door prize per member family, guest and visitor family, per club program.
Section 2. A member family in good standing with the club is provided one door prize ticket for the member family, and may purchase up to five (5) additional door prize tickets for the family.
Section 3. Non-member families (guests, visitors) are provided one ticket per non-member family, and may purchase additional door prize tickets.
Section 4. Further information regarding the management of club door prizes will be made available to members, guests and visitors. The guidelines for the distribution of door prizes may be modified by the board of directors when necessary to facilitate the work of the club, and the modifications will be made available to members, guests, and visitors.
ARTICLE XI MEETINGS
Section 1. General meetings of the club shall be held regularly, and the schedule of club meetings will be provided to members in advance of scheduled meetings. Schedules of meetings are provided in club meetings and through other electronic mechanisms.
Section 2. Meetings of special interest groups (SIG) and committees shall be held regularly, and the schedule of these meetings will be provided to members in advance of the meetings.
ARTICLE XII ANNUAL MEETING
The GTPCC shall hold an annual meeting in the month of February, in which members will vote to fill the open positions on the governing board of directors of the club. The positions voted on include the officers of the corporation.
ARTICLE XIII ELECTIONS
Section 1. The general election for the GTPCC officers that are members of the board of directors is held annually during the month of February.
Section 2. Elections shall be conducted according to these bylaws.
Section 3. Candidates for office shall be current GTPCC members active in club business.
Section 4. Election to a club office position shall be determined by a majority of the vote of club members in attendance in the meeting scheduled to include the annual election.
Section 5. Each club member presently in good standing as a member shall cast one (1) vote. Members must be present to vote, and no proxy voting is permitted.
ARTICLE XIV BOARD OF DIRECTORS
Section 1. The membership of the GTPCC board of directors is comprised of current club officers, the immediate past president of the club, committee chairs, chairs of special interest groups, and other ad hoc members appointed by the president to aid the business of the board.
Section 2. The duties and responsibilities of the board of directors include the following:
a. Maintain ultimate fiduciary responsibility for the assets and liabilities of the club
b. Establish policies and procedures for the club
c. Provide members with information developed on behalf of the club
d. Sponsor meetings or other club events in the name of the GTPCC
e. Define responsibilities of appointed committee chairs
f. Approve the formation and defining of responsibilities of special interest groups (SIG)
g. Recommend officers and committee chairs for removal from their elected or appointed positions
Section 3. Board of director meetings shall be held when necessary and determined by the board to assure the business of the club is carried out in a timely manner.
Section 4. The following guidelines shall apply to board of director meetings:
a. Special meetings may be held at the request of any four (4) members of the Board.
b. Upon majority consent of board members, an emergency meeting of the board may be called without advance notice
Section 5. Club members are encouraged to participate in the business of the club carried out by the board of directors, and when in attendance, may vote on business items presented for action by the board.
Section 6. In all board of director decisions, club members and members of the board shall cast one (1) vote.
ARTICLE XV OFFICERS
Section 1. The board of directors of the Golden Triangle PC Club shall include elected officers. The elected officers of the club include the President, Vice-President, Secretary, and Treasurer.
Section 2. Officers shall be elected from the general membership according to the procedures set forth in these Bylaws.
Section 3. The term of office for each officer position will be one year. Members may elect an officer to the same office, but an officer may not hold the same office for more than three consecutive years. If agreed to by 75% of the members voting in the election, an officer may be re-elected for additional consecutive terms in the same office. After completing three consecutive years in one office, an officer may be considered for election to a different office, under the guidelines set forth in these bylaws.
Section 4. The specific responsibilities of the officers are as follows:
a. The President shall:
1. Serve as the chief executive officer of the GTPCC
2. Be responsible for the general conduct of club meetings and the board meetings
3. Conduct general membership and board of director meetings and other special meetings as may be called by the board of directors
4. Designate committees and appoint committee chairs as required in these bylaws, and whenever necessary, ad hoc committees needed to address club business
5. Fill vacant officer positions, until the next annual election occurs
b. The Vice President shall:
1. Serve in place of the president when the president is absent from club meetings and programs
2. Serve as president for the remainder of the president's term should the office of president become vacant
3. Arrange monthly programs for members and make facility arrangements for the programs
4. Arrange for notification to members of meeting schedules and meeting program topics
c. The Secretary shall:
1. Maintain records of GTPCC business transactions and minutes of club programs and meetings
2. Document decisions made by the board of directors or the general membership
3. Notify members of scheduled meetings
4. Provide members a copy of these bylaws of the GTPCC
d. The Treasurer shall:
1. Maintain accurate financial records of the club, including receipts and disbursements
2. Reimburse members for approved club-related expenses
3. Provide a monthly financial report for members and the board of directors
4. Publish an annual financial report of the club within 30 days after the end of the club's fiscal year
Section 5. Removal of an officer from their elected position may be accomplished by a two-thirds majority vote of the general membership. The officer in question has the right to present a case for consideration and final resolution by the general membership. Notice of these proceedings shall be given to members at least thirty (30) days in advance.
Section 6. Whenever an elected office position becomes vacant, the president shall be authorized to appoint an active member of the club to fill the position until the next annual meeting and election of officers occurs in February.
ARTICLE XVI FINANCIAL MANAGEMENT
Section 1. The fiscal year for the club shall be January 1 through December 31 of each calendar year.
Section 2. The treasurer shall be authorized by the board to reimburse members for personal expenses incurred for board authorized, club-related business, and will provide the board with required receipts and reports to justify such a reimbursement. The treasurer may at any time decide to defer such a reimbursement until obtaining board approval.
Section 3. The club shall establish with the club's financial institution signatures authorized to sign checks to pay for club related expenses. Authorized signatures will be established with the officers of the club, including the president, vice-president, secretary and treasurer.
Section 4. Two signatures will be required on all club checks, normally the club treasurer and an additional club officer. Any two officers of the club, with signatures established with the club's financial institution, shall be authorized to sign club checks.
Section 5. Club revenue in excess of club expenses shall be used to further improve club programs and services for members.
ARTICLE XVII COMMITTEES AND COMMITTEE CHAIRS
Section 1. The club president may appoint club members to serve as chair of club committees determined necessary to assist in the club purposes and to work on identified opportunities to improve services to club members. These committees may include, but not be limited to such areas as membership and recruitment, club Internet site development and presence, fund raising, member education and training, member newsletter, program planning, special interest groups (SIG) focused on computer basics, computer hardware, genealogy, or other relevant special interest groups, relationships and partnerships with local computer vendors, or any other committee deemed necessary to respond to member interests.
Section 2. Committee chairs will serve on the club's board of directors for an annual twelve month term, and may be reappointed by the club president. There is no term limit to the number of times a member may serve as chair of a club committee. The specific responsibilities of any committee chair will be defined by the board of directors.
ARTICLE XVIII QUORUM
Section 1. A quorum of the board of directors shall consist of at least three board members, present and voting at the board meetings, with a minimum of at least one officer also present.
Section 2. At any general meeting of the entire club membership, the general members present shall constitute a quorum of the general membership.
ARTICLE XVIX PARLIAMENTARY CONDUCT
Unless otherwise specified, Roberts Rules of Order, Newly Revised, shall govern the procedures of the meetings of the general membership and the board of directors.
ARTICLE XX STANDING RULES
The basic procedures covering the operations of the club shall be set forth in these bylaws. The board of directors is authorized to provide to members in supplemental reports, memorandums, or other means of communication, additional information implementing specific decisions of the board not otherwise presented in these bylaws.
ARTICLE XXI CONFLICT OF INTEREST
Section 1. No person may accept any pay for serving as a member of the club's board of directors.
Section 2. The terms of any financial agreement between the GTPCC and any member of the GTPCC must be ratified by a majority of the board of directors and must be fully disclosed to the general membership.
Section 3. Any member of the board of directors who has a material interest in an issue being decided by the board of directors must abstain from voting on questions related to that issue.
ARTICLE XXII RATIFICATION OF BYLAWS
Section 1. The board of directors shall call a general meeting for the purpose of ratifying the GTPCC bylaws and any subsequent amendments to the bylaws.
Section 2. The proposed bylaws or bylaw amendments shall be provided to the club general membership at least thirty (30) days prior to the general meeting held to vote on the bylaws or bylaw amendments. This provision process shall include the distribution of the proposed bylaws or bylaw amendments in a club meeting, or the posting of the proposed changes on the club's web site. This provision process shall not include the surface mailing of the proposed changes to the club membership.
Section 3. These bylaws and any subsequent amendments to these bylaws shall be ratified by a majority vote of eligible club members present and voting at the meeting held to vote on the bylaws or amendments.
ARTICLE XXIII AMENDMENTS
Section 1. The board of directors shall call a meeting of the club membership for the purpose of amending these bylaws. This meeting may be held in conjunction with already planned club programs or events.
Section 2. All currently active club members present in the meeting held to vote on the amendments may cast one (1) vote on the proposed amendments.
Section 3. These bylaws shall be amended by a majority vote of members present and voting at the meeting designated to act on proposed amendments to these bylaws.
Section 4. Notice of any proposed bylaws amendments must be published for review by members at least thirty (30) days prior to the meeting designated to take action on the proposed amendments. (See Article XXI, Section 2 above.)
ARTICLE XXIV VALIDITY
The invalidity of any part of these bylaws shall not impair or otherwise affect in any manner the validity, enforcement, or intent of the balance of these bylaws.
ARTICLE XXV ADOPTION OF BYLAWS
Section 1. These bylaws of the Golden Triangle PC Club become effective immediately upon the date the general membership votes to adopt these bylaws.
Section 2. These bylaws of the Golden Triangle PC Club were reviewed by club members and were adopted by a majority vote of currently active club members participating in a club meeting held to consider the adoption of these bylaws.
Sunday, May 20, 2001
Date of Adoption of Bylaws by Club Membership
Club Vice President/Date