Princeton PC Users Group, Inc.
ARTICLE 1: Name
The name of the corporation is the Princeton PC Users Group, Inc.
ARTICLE 2: Purposes
The objectives of the corporation are:
A. To provide a forum for the dissemination of information concerning IBM microcomputers, compatibles and related products.
B. To share the knowledge of members at large concerning their talents and information pertaining to IBM microcomputers, compatibles and related products.
ARTICLE 3: Basic Policies
The name of the corporation or the name of any elected or appointed officers or trustees of the corporation in their official capacities shall not be used in connection with a commercial activity or with any partisan interest or for any purpose not appropriately related to promotion of the purposes of the corporation.
The corporation shall not tolerate the copying of software in violation of copyright law at any of its functions.
No part of the net income of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or any 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 Article 2. No member of the corporation shall be financially interested, directly or indirectly, in any agreement related to the operation conducted by the corporation for compensation, unless the fact of such interest be known to the Board of Trustees.
ARTICLE 4: Membership
Section 1 - Classes of Membership. There shall be three types of membership: (1) Household/Individual (Type I membership); (2) Corporate/Business (Type II membership); and (3) Allied/Supplier (Type III membership). Type I and Type II memberships shall have equal voting powers. For Type I members, any immediate family member of a family holding Type I membership shall be entitled to all privileges of membership, except that the household shall be entitled to a single vote. Type II members shall exercise the privileges of membership through a designated individual, who shall cast a single vote.
Section 2 - Eligibility. Membership in the corporation shall be available without regard to race, age, religion, gender or national origin. Any individual who subscribes to the purposes and basic policies of the corporation may become a member of the corporation.
Section 3 - Dues. The annual dues for membership shall be established by the Board of Trustees.
Section 4 - Limitation of Authority. No member shall act in the name of the corporation or take action which would bind the corporation except as otherwise specified in the Bylaws.
Section 5 - Expulsion. A member may be expelled from membership in the corporation for (a) failure to pay the annual dues for more than 30 days after the due date; or (b) engaging in activities prohibited by the Bylaws or any rule or practice adopted by the Board of Trustees. Before any member may be expelled for engaging in prohibited activities, charges specifying the alleged cause shall be served by the President to the member charged, and he shall be given the opportunity to correct such conduct. If such member continues to engage in prohibited activities, he may be expelled at any meeting of the Board of Trustees by a majority of two-thirds of the Trustees attending such meeting.
ARTICLE 5: Membership Meetings
Section 1 - Regular Meetings. Regular meetings shall be held monthly or as determined by the Board of Trustees. Two weeks’ notice of the meeting shall be given to all members.
Section 2 - Annual Meeting. The Annual meeting of the membership shall be held during the month of December beginning with the year 1985. The Board of Trustees shall determine the time and place of the meeting. Three weeks’ notice of the Annual meeting shall be given to all members. The meeting will be for the purpose of holding elections and for the transaction of such other business as may come before the meeting.
Section 3 - Special Meetings. Special membership meetings may be called by: the President, the Board of Trustees, or any signed petition of 10% of the current active members. Seven days’ notice of the Special meeting shall be given to all members and shall state the purpose of the meeting. No business other than that stated in the notice shall be transacted at a Special meeting.
Section 4 - Quorum. Fifty percent of the average number of members in good standing who were in attendance at the two previous General membership meetings must be present at a Membership meeting in order to conduct business. Members in good standing shall be those members who abide by the corporation’s Bylaws and whose dues are current as defined in Article 4, Section 5.
ARTICLE 6: Board of Trustees
Section 1 - Powers. The business and affairs of the corporation shall be managed by its Board of Trustees, which may exercise all powers of the corporation and perform all lawful acts which are not in violation of these Bylaws.
Section 2 - Composition. The Board of Trustees shall consist of 9 members: the President, Vice-President, Secretary, Treasurer, the Immediate Past-President and four Trustees-at-Large. The Trustees-at- Large shall be elected annually pursuant to Article 7. If the Immediate Past-President is not eligible for office or is holding another elected office, then the position shall remain vacant.
Section 3 - Term. Trustees and Officers shall serve for a one-year term to coincide with the fiscal year, or until their successors have been duly elected.
Section 4 - Removal. A Trustee or Officer may be removed at any time, without cause, either at a Regular Membership meeting or at a Special Membership meeting by a two-thirds vote of the members present.
Section 5 - Vacancies. Upon the resignation or removal of a Trustee or Officer, the Board of Trustees shall, by a majority vote, appoint a member to serve for the remainder of the term. Upon the adoption of these Bylaws the existing Board of Trustees, consisting of the four elected Officers and the Immediate Past-President, shall appoint four Trustees-at-Large to serve the remainder of the year.
Section 6 - Regular Meetings. Regular meetings of the Board of Trustees shall be held when necessary as determined by the Board of Trustees. Regular meetings shall be held at such time and place as may be determined by the Board of Trustees without further notice.
Section 7 - Special Meetings. Special meetings of the Board of Trustees may be called by the President, the Vice-President or two of the Trustees. Seven days’ notice shall be given to each member of the Board stating the purpose of the Special meeting, and no business may be conducted other than that stated in such notice.
Section 8 - Conduct of Meetings. The President shall preside at meetings of the Board of Trustees. A majority of the Trustees currently in office shall constitute a quorum.
ARTICLE 7: Election of Officers and Trustees
Section 1 - Nominations. Nominations for President, Vice- President, Secretary, Treasurer and Trustees-at-Large shall be submitted during the month of November. Nominations may be submitted by mail to the corporation’s address prior to the last meeting in November. A Nominating Committee shall be appointed by the Board of Trustees for the purpose of nominating candidates to the general membership. All candidates will be announced at the last meeting in November.
Section 2 - Eligibility. Only members in good standing may be candidates for elective office. An individual may be a candidate for officer and/or Trustee-at-Large. Any dispute regarding the eligibility of a candidate shall be resolved by the Board of Trustees.
Section 3 - Balloting. An election shall be completed at the Annual meeting during the month of December. Only members in good standing may vote in the election. Each member may cast one vote for each office.
ARTICLE 8: Officers
Section 1 - Designation. The officers of the corporation shall be the President, Vice-President, Secretary and Treasurer, each of who shall be at least 18 years of age. They shall hold office for one year or until their successors have been elected pursuant to Article 7.
Section 2 - President. The President shall be the Executive Officer of the corporation. The President shall preside at all membership and Board of Trustees meetings and shall see that all resolutions of the Board of Trustees are carried into effect. The President shall have general powers and duties of supervision of a non-profit corporation. The President shall submit an annual report to the membership describing the past year’s activities upon completion of a term of office.
Section 3 - Vice-President. The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President. The Vice-President shall also perform such other duties as may be designated by the President or the Board of Trustees.
Section 4 - Secretary. The Secretary shall give, or cause to be given, notice of Special Membership meetings and of Special Board of Trustees meetings. The Secretary shall keep the minutes of all meetings and make them available to the general membership and shall perform such other duties as may be designated by the President or the Board of Trustees.
Section 5 - Treasurer. The Treasurer shall have custody of the corporation’s funds, shall maintain an inventory control procedure and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the corporation in such depositories as may be designated by the Board of Trustees. The Treasurer shall have the authority to disburse checks as provided in Article 9. The Treasurer shall maintain a system of internal fiscal controls and shall report regularly to the Board of Trustees on the expenses and financial condition of the corporation. The Treasurer shall also perform such other duties as may be designated by the President or the Board of Trustees.
ARTICLE 9: Fiscal Control
Section 1 - Disbursements. Treasury disbursements shall be made by check. Any disbursement over $10.00 shall be supported by voucher or receipt. All checks, drafts, notes, and evidence of indebtedness of the corporation shall be signed by the Treasurer and either the President or Vice-President; however, the Treasurer shall have the authority to sign checks in an amount not to exceed $500.00 without a co-signature.
Section 2 - Annual Budget. Prior to the commencement of each fiscal year, the Board of Trustees shall prepare and adopt a budget for the following year. The budget shall be presented at a Regular Membership meeting for the information of those members present.
Section 3 - Fiscal Year. The fiscal year shall be from January 1st to December 31st.
ARTICLE 10: Seal
The Seal of the corporation shall be in the form affixed at the end of these Bylaws.
ARTICLE 11: Amendments
The Bylaws may be amended by a two-thirds majority of those present at Regular Membership meeting or at a Special Membership meeting called for this purpose. All proposed changes in the Bylaws shall be submitted to the Secretary and distributed to the membership at least 30 days prior to the next Regular, Special, or Annual meeting where these proposed changes will be considered for action.
ARTICLE 12: Dissolution
Section 1 – Dissolution. This corporation may be dissolved by a three-fourths majority of the Officers and Trustees holding office, provided that thirty days’ notice shall precede such Board meeting by a mailing to all members. Upon affirmative vote to dissolve, proper action shall be taken by the Board of Trustees to legally terminate the affairs of the corporation.
Section 2 – Assets. Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under the provision of the United States Internal Revenue Law.
Date Adopted: May 8, 1985
CFB: 17 Dec. 1991, including Dec. 1991 amendments.