CENTRAL NEW YORK PERSONAL COMPUTER USERS GROUP, INC.
ARTICLE I. NAME
The name of the Corporation is:
CENTRAL NEW YORK PERSONAL COMPUTER USERS GROUP, INC.
ARTICLE II. PURPOSES
1. The purposes for which the Corporation is formed are those set forth in its Certificate of Incorporation, as from time to time may be amended and generally, to promote the use and interchange of ideas and information concerning personal computers; to provide access to information and training concerning personal computers to the general public and specifically to members of the general public, organizations and institutions who might otherwise be unable financially to make use of personal computers; to promote the interchange of ideas and information among all users of personal computers. The corporation is not formed for the pecuniary or financial gain, and no part of its assets, income or profit is distributable to or inures to the benefit of its directors, officers or members except to the extent permitted under the Not-for-Profit Corporation Law of the State of New York and the sections of the Internal Revenue Code governing qualification of the corporation as exempt under Section 501(c) (3) of the Internal Revenue Code. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.
2. The purposes of the Corporation are promoted through programs directed for personal computer users, individuals or organizations and are developed through conferences, committees, projects, meetings and programs; and are governed and qualified by the basic policies set forth herein.
ARTICLE III. BASIC POLICIES
1. The Corporation shall be noncommercial, nonsectarian, and nonpartisan.
2. The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objects of the Corporation.
3. The Corporation shall promote the interchange of information and ideas relative to personal computers without regard to or favoring any particular manufacturer or vendor.
4. The Corporation shall provide assistance to is members and to the general public in obtaining information and advice concerning the use of personal computers and personal computer software and shall provide assistance to its members and the general public in resolving computer hardware and software problems encountered during the use of their personal computers.
5. The Corporation shall attempt to provide access to relevant computer software which is in the public domain and information regarding software which is not in the public domain.
6. The Corporation shall promote fellowship among its members and the members of like organizations and members of the general public, both individuals and organizations, and foster the development of computer related skills.
7. The Corporation shall establish a liaison between the Corporation and the computer manufacturers and software producers and users of personal computers and personal computer software.
8. The Corporation shall promote the liaison between other similar organizations for the purpose of the exchange of information.
9. The Corporation shall whenever possible attempt to aid other Not-for-Profit Corporations and organizations described in Section 501(c) (3) of the Internal Revenue Code and in Section 201 of the New York State Not-for-Profit Corporations Law as a Type B Corporation in obtaining personal computer hardware, software, information and training.
10. The Corporation shall endeavor to maintain a bulletin board service to be accessed by personal computers open to the members and the general public to the extent same as practicable and feasible, while insuring the safety and integrity of the software and equipment of the Corporation and its members.
11. The Corporation shall work to prevent the creation and spread of computer viruses, and similar software which causes harm to the software and hardware of all computers.
12. The Corporation shall encourage and promote the offering of courses and advice on the use of personal computers and personal computer software by its members on a volunteer basis free of charge to its members and the general public.
13. The activities and services of the corporation shall be carried out and provided without regard to race, creed, color, national origins, sex, marital status or age (except membership shall be limited to parties 18 years of age or older).
14. The Corporation shall do all things necessary and appropriate for carrying out and exercising the foregoing purposes within the limits of the Not-for-Profit Corporations Law for Type B Corporations of the State of New York and Section 501(c) (3) of the Internal Revenue Code of the United States.
ARTICLE IV. MEMBERSHIP AND DUES.
1. CATEGORIES OF MEMBERSHIP:
A. INDIVIDUAL: Any individual, 18 years of age or older, who subscribes to the purposes and basic policies of the Corporation may become a member of the Corporation subject only to compliance with the provisions of the By-laws.
B. SUSTAINING: any person, firm, corporation or organization who/which contributes cash, goods or services to the corporation the value of which exceeds an amount determined by the Board shall be a sustaining member. Sustaining members shall receive the newsletter for a period of twelve months following the contribution.
2. Only individual members in good standing of the Corporation shall be eligible to participate in its business meetings, vote upon any matters properly before the membership, or to serve in any of its elective or appointive positions.
3. Each member of the Corporation shall pay annual dues as set by the Board except that the Board of Directors may waive dues in the case of inability to pay. Membership shall lapse at the end of the thirteenth (13th) month following the member’s last payment of annual dues. Renewal of an expired membership shall be considered a new application and shall be charged as a new membership. New members shall be charged a registration fee as established by the Board of Directors in addition to the annual dues.
4. A member may be removed from or denied membership in the Corporation only upon good cause shown and upon a vote of three quarters of the members present and eligible to vote at a regular or special meeting of the membership, provided that a quorum is present as certified by the secretary, and provided that, at least ten days’ notice of the intention to vote on the removal or denial of membership to a member of the Corporation shall be mailed to all members in good standing in accordance with the usual mailing practice followed by the Corporation at the time. Notice shall be provided to the individual who is sought to be denied or removed from membership, by regular mail to his or her residence address, with notice of the proposed action and a general statement as to the cause and basis for which removal or denial is sought.
ARTICLE V. OFFICERS AND THEIR ELECTION
(a) The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer.
(b) Officers shall be elected by ballot annually in the month of April by the general membership in good standing as of the tenth day in March. Polls will close at 7:00pm at the annual meeting in the month of April.
(c) Officers shall assume their official duties following the close of the annual meeting in the month of April and shall serve for a term of one year and until the election and qualification of their successors.
(d) Neither the President nor Vice President shall be eligible to serve more than two full consecutive terms in the same office.
(a) There shall be an Election Committee composed of five members selected by the President. No more than two of whom shall be selected from the body of the Board of Directors and three of whom shall be selected from the membership. No potential candidate should be a member of the election committee. The chair of the committee shall be selected by the entire committee. It will be the responsibility of the Election committee to conduct the election.
(b) Ballots will be mailed to members in good standing to the address on file with the Corporation as of the tenth day of March.
(c) Only those candidates who have signified their consent to serve if elected shall be eligible to run for one position and only one position.
(d) If a multi-year member of the Board of Directors is elected to an office, his or her position shall be deemed vacant, and the unexpired term of the director shall be filled by the Board at the next Board meeting.
(e) The Election Committee shall report the results of the election at the annual meeting in April.
A vacancy occurring in any office shall be filled, until the next annual election, for an unexpired term by a person elected by a majority vote of the members of the Board of Directors. Notice of the vote by the Corporation shall be published in the Corporation newsletter.
ARTICLE VI. DUTIES OF OFFICERS
1. The President shall preside at all meetings of the Corporation and of the Board of Directors at which he may be present; shall perform such other duties as may be prescribed in these Bylaws or assigned to him by the Corporation or by the Board of Directors; and shall coordinate the work of the officers and committees of the Corporation in order that the purposes may be promoted. The President shall appoint all committees as necessary to fulfill the requirements of these bylaws.
2. The Vice President shall act as aide to the President and shall perform the duties of the President in the absence or disability of that officer to act. He or she shall supervise the standing and ad hoc committees.
3. The Secretary shall record and preserve the minutes of the meetings of the Board of Directors and of the annual or special meetings of the Corporation, and keeps and attests as true the records of all proceedings at such meetings. He or she shall maintain the corporate books, records and seal in the manner prescribed by law, affixing the seal when authorized and required by the corporation. He or she shall present to the Board of Directors at their stated meetings all communications addressed to him officially by the President or other officer of the Corporation. He or she shall assist the presiding officer at such meetings by carefully arranging matters included on the agenda, and by having on hand and presenting the documents and information concerning matters of unfinished business held over from previous meetings. He or she shall maintain the roll of the members of the corporation and shall certify a quorum for the business of the Corporation at any meeting where a quorum is required for the conduct of its business. The Secretary shall receive and serve all notices of the corporation, and correspond with members and other organizations or agencies in the name of the Corporation as necessary. He or she shall perform the other usual duties of a secretary.
4. The Treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of the receipts and expenditures; and shall make disbursements in accordance with the approved budget, as authorized by the Board of Directors. The Treasurer shall present a report at every board meeting of the Corporation and at other times when requested by the Board of Directors and shall make a full report at the annual meeting. The Treasurer shall be responsible for the maintenance of such books of account and records as conform to the requirements of the By-laws.
The Treasurer’s accounts shall be examined annually by an auditor or an auditing committee of not less than three members, who, satisfied that the Treasurer’s annual report is correct, shall sign a statement of that fact at the end of the report. The auditing committee shall be appointed by the Board of Directors at least ten weeks before the annual meeting.
5. (A) An annual budget shall be prepared at the direction of the President and shall be presented to the new Board of Directors two months after the annual meeting, for the approval of the Board. The Treasurer may make such disbursements in accordance with the approved budget, as so authorized by the Board of Directors.
(B) Lacking an approved budget within three (3) months following the annual meeting, the Treasurer may only make disbursements in accordance with an austerity budget, which shall consist of expenditures for a newsletter, minimum maintenance of the bulletin board system, and a monthly presentation, no one of which shall exceed three percent (3%) of the previous year’s annual budget, and other legal obligations of the corporation previously contracted.
6. All officers shall:
(a) Perform the duties prescribed in the parliamentary authority in addition to those outlined by these Bylaws and those assigned from time to time.
(b) Deliver to their successors all official material not later than ten days following the election of their successors.
ARTICLE VII. BOARD OF DIRECTORS
1. The Board of Directors shall consist of the officers of the Corporation, the immediate past president who has completed one full term, and four directors elected as hereinafter provided.
2. An elected director shall serve for a period of two years. One-half of the directors shall be elected by the general membership at the annual meeting each year. Any vacancies occurring on the board from the elected directors shall be filled until the next annual election by a person elected by a majority vote of the members of the Board of Directors. The unexpired term shall be tilled at the next annual election.
3. The duties of the Board of Directors shall be:
(a) to formulate the policies of the Corporation and assist the officers in the implementation of those policies;
(b) to review and approve the annual budget submitted by the President;
(c) to review and approve the proposed expenditure of corporate funds, within the stated policies of these bylaws;
(d) to review, ratify and report the results of the financial audit of the Corporation to the membership at the annual meeting;
(e) to review and approve the plans and work of the standing committees;
(f) to receive and consider any complaints concerning the operation of the Corporation by any person or organization, and direct such action as the Board deems appropriate under the circumstances.
4. Meetings of the Board of Directors shall be held at least once every three months during the year, the time to be fixed by the Board at its first meeting of the year. A majority of the Board of Directors shall constitute a quorum. A Special meeting of the Board of Directors may be called by the President or by a majority of the members of the Board.
ARTICLE VIII. REMOVAL FROM OFFICE OF OFFICERS OR DIRECTORS.
1. (a) An officer or member of the Board of Directors may be removed from office for good cause shown upon a vote of three quarters of the Board of Directors at a meeting of the Board of Directors called for said purpose upon ten days notice to all directors. Any vote of removal must be ratified by one-half of the members of the Corporation voting at the next annual or special meeting of the Corporation.
ARTICLE IX. MEETINGS
1. The regular meeting of the members of the Corporation shall be held annually on the first Monday in the month of April of each year at such place as shall be designated from time to time at 7:00 P.M. unless otherwise provided by the Corporation or by the Board of Directors. Notice shall be given of any change of date or place for the meeting at least 15 days before the meeting is scheduled to be held, unless an emergency or unavailability of space requires the time, date or place of meeting to be changed less than 15 days before the meeting in which case the announcement of such meeting shall be available on the bulletin board operated by the Corporation.
2. Special meetings may be called by the Board of Directors upon ten days’ notice having been given.
3. The lesser of fifty (50) members or twenty-five percent (25%) of the members in good standing shall constitute a quorum for the transaction of business in any regular or special meeting of the Corporation.
4. Any member or other party may be removed from a meeting for disruptive behavior by instructions from the President or other officer presiding over the meeting.
ARTICLE X. STANDING AND SPECIAL COMMITTEES
1. The Board of Directors may create such standing committees as it may deem necessary to promote the purposes and carry on the work of the Corporation. The term of each chairman shall be one year and until the election and qualification of his successor.
2. The chairman of each standing committee shall present a plan of work to the Board of Directors for approval. No committee work shall be undertaken without the consent of the Board of Directors.
3. The power to form special committees and appoint their members rests with the members of the Corporation.
4. The President shall be a member ex officio of all committees except the Election Committee.
ARTICLE XI. SEAL
The Seal of the Corporation shall be as more particularly shown in the following impression:
ARTICLE XII. AMENDMENTS
These By-laws may be amended, repealed, or altered in whole or in part by a majority vote at any regular meeting or special meeting of the Board of Directors of the Corporation with at least one month’s notice of the meeting in the newsletter. A quorum, as certified by the Secretary, must be present for any amendment(s) to be voted upon by the Board.
ARTICLE XIII. EFFECTIVE DATE OF THESE BYLAWS AND ELECTION OF DIRECTORS
1. The by-laws and any amendments thereto shall become effective the meeting in which they are passed in accordance with the previous by-laws of the organization.
2. The existing officers and directors shall continue in office until the next general election.
3. Upon adoption of the amendments to the bylaws in 1993, the terms of the directors subsequently elected to the Board of Directors shall be adjusted as follows:
(a) In 1993 and thereafter, two (2) directors shall be elected each year to serve for two-year terms.
By-Laws revised at meeting of the Board of Directors of the Central New York Personal Computer Users Group, Inc. on February 12, 1993