September 3, 2004
Note: On August 25th, 2005 this document was edited to remove explicit reference to JavaMUG as a legal corporation or as a legal non-profit. This was done because it is illegal to do so prior to actual Incorporation. Edits were also made to complete the intent that the by-laws apply as an association or future incorporation. No other material changes were made to this document. -- Changes certified by majority vote on (Date TBD) and Approved by the membership on (Date TBD).
These by-laws constitute the code of rules adopted by the Java Metroplex Users Group for the regulation and management of its affairs.
The group may also be referred to as the "JavaMUG" or "Dallas Java Users Group".
The purpose of this organization will be to:
o Promote the use of Java platforms, APIs, and language.
o Educate the users of Java technology through high quality, timely, and applicable presentations.
o Provide a venue for interactive discussions and exchange of ideas relating to the application of Java.
o Provide mentoring opportunities among group members.
o Promote the sense of community spirit and facilitate Java technology throughout the local community.
(1) Powers
The Board of Directors ("Directors") of this Association or Corporation is vested with the management of the business and affairs of this Association or Corporation, subject to the Texas Non-Profit Corporation Act, the Articles Association of Association or Incorporation, and these by-laws.
All directors have voting privileges. Each director will have one vote irrespective of the number of positions the director holds on the board or on committees.
(2) Qualifications
Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Employees of the Association or Corporation are ineligible to serve on the Board of Directors. All Board of Directors must be JavaMUG members.
(3) Number of Directors
The Board of Directors will consist of at least three Directors but not more than twelve. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent Director, or decreasing the total number of Directors to less than three Directors. Until the first meeting for electing the Directors occurs, the initial Board of Directors shall consist of the persons listed in the Articles of Association or Incorporation as constituting the initial Board or the board in effect at the time that these by-laws were adopted.
(4) Term of Directors
Directors shall serve terms of two years except the initial board whose terms shall be as defined under Staggered Terms. A Director may succeed himself/herself for only one consecutive term. After serving two consecutive terms, a Director must vacate his or her position for at least one year before seeking re-election to another term. After a period of vacancy from the board consisting of a minimum of one year, the ex-Director may seek re-election and will be considered to be on his or her first term of the two consecutive term limit.
(5) Election of Directors
Elections for Directors filling expired terms shall be held at the next to last meeting of the fiscal year. For example, if the fiscal year ends in December, the elections will occur in November. Any directorship to be filled by reason of an increase in the number of Directors shall be filled at the next regular meeting of the Board of Directors or at a special meeting called for that purpose.
(6) Staggered Terms
There shall be staggered terms of office for Directors so that approximately one-half of the directorships shall be up for election each year (or if the number does not evenly divide by two, the board shall be divided as close to one-half as possible). The system for staggered terms of office shall be implemented as follows: At the first meeting of the newly elected Board of Directors at which these by-laws are in effect, there shall be a request for volunteers for the shorter-length terms. After noting the volunteers, a drawing for the remaining shorter terms, if any, shall be done in order to determine the initial terms of the Directors. After the drawing, approximately one-half of the board members shall have an initial term of one year, the remaining board members shall have initial terms of two years. The minutes of this board meeting shall show the results of the drawing. Initial directors serving less than a full two-year term as their initial term (i.e., directors who draw a one-year term), shall be considered to have served a full two-year term for purposes of the limits on more than two successive terms.
If at any point after an election the board is no longer staggered, the method for the initial board shall be invoked.
(7) Resignation
Any Director may resign at any time by delivering written notice to the Secretary or President. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
(8) Removal
Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least eight days prior to the meeting at which the vote takes place.
(9) Vacancies
Vacancies shall be filled by majority vote of the remaining members of the Board of Directors, though less than a quorum, and the Director filling the vacancy shall serve for the remainder of the shortest term of any directorship that was vacated. Vacancies shall be filled as soon as practical but can not be filled by any Director who has reached term limits. Any Director may make nominations to fill vacant directorships.
(10) Compensation
Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Association or Corporation, as long as a majority of disinterested Board of Directors approve the reimbursement. The Association or Corporation shall not loan money or property to, or guarantee the obligation of, any Director.
(11) Hand-over
Any director vacating his position for any reason will hand-over the following information relating to their duties on the board and on any committees they served:
All documents, records, and reports
All software and databases
All contacts
All schedules, timelines, and dead-lines
Current status
The director will hand-over to their successor if available, or to the Board's Secretary, if no successor is available. If the Secretary is vacating, the hand-over will be to the director whom the Board designates.
(1) Standing Committees
The Association or Corporation shall have four standing committees which shall assist the Board of Directors in carrying out the management of the Association or Corporation: The Finance and Resource Management Committee, the Development Committee, the Program Committee, and the Membership Committee.
Forming the Committee:
o General membership may volunteer to serve on the committee.
o The Board of Directors shall appoint the members of each committee.
o Each standing committee shall have at least one Director as a member.
o Members of the Association or Corporation and members of the community may also be appointed to serve as committee members.
Committees shall meet at the request of the Board of Directors or the chair of the Committee. Committees shall review the activities of the Association or Corporation in the Committee's respective areas, and make recommendations to the Board of Directors for the Board's final approval.
The Treasurer of the Association or Corporation shall serve as the Chair of the Finance and Resource Management Committee. Other standing committees shall elect a Chair by a majority vote. The Chair of each committee shall ensure that minutes of the committee meetings are taken and present a copy of the minutes to the Secretary within the two weeks following the meeting.
Committee meetings shall be open to all members of the Board of Directors and membership. During actual deliberations, only committee members have the right to be present.
(a) The Finance and Resource Management Committee shall assist in preparing and presenting the annual budget to the Board of Directors, make necessary investment choices, and generally protect the soundness of the Association or Corporation's finances and fiscal operations.
(b) The Development Committee shall be responsible for fundraising and capital campaigns, public relations, maintaining the visibility of the Association or Corporation, and governmental relations. It shall also liaise with other Java related user groups, special interest groups, Sun Microsystems, IBM, and other Java enterprises. It shall also promote Java employment.
(c) The Program Committee shall be responsible for planning, developing, and evaluating the Association or Corporation's programs. Programs include regular meetings and special events.
(d) The Membership Committee shall be responsible for promoting and tracking membership and conducting surveys.
(2) Additional Committees
The Board of Directors may from time to time designate and appoint additional standing or temporary committees, for instance, Training/Educational Committee, by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The Directors may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Articles of Association or Articles of Incorporation and these by-laws.
Notice will be given to the membership of the formation of a committee and its purpose. Members may then volunteer to serve on the committee. Committee composition is by majority vote of the Board. All committees formed and their members will become part of the Board minutes.
ARTICLE V
The Association or Corporation and its Directors and Employees will comply with the Association or Corporation's Code of Ethics and Conflicts of Interest Policy, attached as Exhibit A.
ARTICLE VI
(1) Place of Board Meetings
Regular and Special Meetings of the Board of Directors will be held at same location as JavaMUG general meetings or at any other place that the President may designate within the Dallas/Fort Worth Metropolitan area.
(2) Regular and Special Meetings
Regular meetings of the Board of Directors shall be held each month, or more frequently as deemed necessary by the Board of Directors. Special Meetings may be called by the President or any three Directors. An orientation meeting will be held each year for the new members of the Board of Directors.
(3) Notice of Board Meetings
Notice of the date, time, and place of Regular Meetings shall be given to each board member by regular mail, telephone (including voice mail), facsimile, website or email no less than eight days notice prior to the meeting. Notice of the date, time, and place of special meetings shall be given to each board member using the same methods, but with no less than eight days notice prior to the meeting, with the exception of special meetings held to amend the Articles of Association or Articles of Incorporation or by-laws, for which a ten day written notice by mail, email, website, or facsimile shall be required specifying the proposed amendment. All meeting notices posted on the website must have an email message announcing the posting.
(4) Waiver of Notice
Attendance by a Director at any meeting of the Board of Directors for which the Director did not receive the required notice will constitute a waiver of notice of such meeting unless the Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
(5) Quorum
A majority of the incumbent Directors (not counting board vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Association or Articles of Incorporation or by any provision of these by-laws. Board meetings may be accomplished by electronic conferencing provided that the multi-way communication is working for all members who are attending.
(6) Actions without a Meeting
Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Articles of Association or Articles of Incorporation, and these by-laws may be taken without a meeting, if all Directors individually and collectively consent in writing (email is considered to be in writing), setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Board.
(7) Open Meetings
Board meetings shall be open to the general public, except when personnel, real estate, or litigation matters are being discussed.
(8) Proxy Voting Prohibited
Proxy voting is not permitted.
(1) Roster of Officers
The Association or Corporation shall have a President, Vice President, Secretary, and Treasurer. The Association or Corporation may add or remove, at the discretion of the Board of Directors, other officer positions. One person may hold two or more offices, except those serving as President or Secretary. All Officers will be board members.
(2) Election and Removal of Officers
All officers shall serve one-year terms. The election shall be conducted immediately following the election of the new Board of Directors or as soon as practical thereafter. Officers may serve consecutive terms subject to Directorship term limits. The election of officers shall be by majority vote of the membership quorum attending the general meeting.
(3) Vacancies
If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Directors present.
(4) President
The President will supervise and control the affairs of the Association or Corporation and shall exercise such supervisory powers as may be given him or her by the Board of Directors.
The President will perform all duties incident to such office and such other duties as may be provided in these by-laws or as may be prescribed from time to time by the Board of Directors. The President shall preside at all board meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order.
The President shall serve as an ex-officio member of all standing committees, unless otherwise provided by the Board of Directors or these by-laws.
The President shall, with the advice of the Board of Directors and in accordance with the requirements of these by-laws, set the agenda for each meeting of the Board of Directors.
The President shall ensure that current duties of each officer are being fulfilled and tasks are being performed in an accurate and timely manner.
(5) Vice President
The Vice President shall act in place of the President in the event of the President's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the board.
The Vice President shall serve as the parliamentarian and interpret any ambiguities of the by-laws.
(6) Secretary
The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Association, Articles of Incorporation, or by these by-laws.
The Secretary shall attest to and keep the by-laws and other legal records of the Association or Corporation, or copies thereof, at the principal office of the Association or Corporation.
The Secretary shall take or ensure that someone takes minutes of all meetings of the general membership, committees, and Board of Directors, and shall keep copies of all minutes at the principal office of the Association or Corporation.
The Secretary shall take or ensure that someone takes counts of attendance at each regular and special meeting, broken down by members and visitors. These counts aid in quorum calculations. See Members - How the Membership Can Legally Act. These counts will become part of the minutes of the meeting.
The Secretary shall keep a record of the names and addresses of the Directors at the principal office of the Association or Corporation.
The Secretary shall keep a record of members as defined under Members - Enrollment of Members.
The Secretary shall keep historical record of membership attendance at each regular or special meeting for quorum and voting purposes. See Members - How the Membership Can Legally Act.
The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections held by the Association or Corporation. The Secretary shall keep a record of all votes cast in such elections.
The Secretary shall ensure that all records of the Association or Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors at the principal office of the Association or Corporation during regular business hours.
The Secretary shall see that all notices are duly given in accordance with these by-laws or as required by law.
The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Association or Corporation are properly kept and filed.
In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of Secretary, the Vice President shall perform the functions of the Secretary.
(7) Treasurer
The Treasurer will have charge and custody of all funds of the Association or Corporation, will oversee and supervise the financial business of the Association or Corporation, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Association, Articles of Incorporation, or by these by-laws, or which may be assigned from time to time by the Board of Directors.
The Treasurer and the staff of the Association or Corporation shall devise a plan providing for the acceptance and disbursement of all funds of the Association or Corporation which shall be approved by the Board of Directors.
The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of the Association or Corporation and deposit all such funds in the name of the Association or Corporation in such accounts.
The Treasurer's signature shall be the authorized signature for all checking, savings, and investment accounts of the Association or Corporation unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors or employee of the Association or Corporation as the authorized signatory for a particular type of disbursement as defined in Operations - Disbursement of Funds.
The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial conditions of the Association or Corporation.
The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Association or Corporation at the principal office of the Association or Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying.
ARTICLE VIII
(1) Eligibility
Anyone who is interested in the Java platforms, APIs, and language is eligible for membership in the Association or Corporation.
Membership
Member
There is one type of member. A Member is anyone who has applied for membership and been approved under the procedure in paragraph 8 Enrollment of Members.
(2) Rights of Members
Each member of the Association or Corporation shall be entitled to one vote on each matter submitted by the Board of Directors to a vote at a Regular or Special Membership meeting, except to the extent that the voting rights are limited or denied by the Articles of Association or Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the Association or Corporation or to share in the distribution of the corporate assets upon dissolution. The Board of Directors has the discretion to decide which, if any, matters shall be submitted to the members for a vote, except that the following decisions will always be submitted to the membership for a vote: election of Board of Directors, election of officers to Board, dissolution of the Association or Corporation, merger or consolidation with another Association or Corporation, sale of substantially all the Association's or Corporation's assets, and most amendments to the Association's or Corporation's articles of association or incorporation.
(3) How the Membership can Legally Act
The membership may act only at a properly called meeting of the membership where a quorum is present. At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership, except that a two-thirds majority of the members in attendance shall be required for the following: dissolution of the Association or Corporation, merger or consolidation with another Association or Corporation, sale of substantially all the Association's or Corporation's assets, and most amendments to the Association's or Corporation's articles of association or incorporation.
A quorum is calculated in the following manner:
1) Take the count of members, excluding visitor count, of the most recent four regular membership meetings.
2) Sum this count.
3) Divide by four to get the average count.
4) Divide by 2 (50%) to get the number of members to reach a quorum.
A quorum must be met for the conduct of business at either a Regular or Special Membership Meeting.
Voting by proxy is not allowed.
(4) Regular Membership Meetings
Regular Membership Meetings shall take place every calendar month at a date, time, and place selected by the JavaMUG Board. Special meetings may be called from time to time by the JavaMUG Board. Meetings may be cancelled by the Board. Notice of cancellation will be posted by 4 p.m. to the website and/or mail list the day of said scheduled meeting.
(5) Notice of Regular Membership Meetings
Notice of the Regular Membership Meeting shall be posted on the website at least ten days in advance and emailed to the mail list at least two days in advance.
(6) Special Membership Meetings
Special Membership Meetings may be called at any time by the President, by a majority of the Board of Directors, or on written request of 25% of a quorum of members.
(7) Notice of Special Meetings
Notice of Special Membership Meetings shall be given ten calendar days in advance by email and website. The notice shall contain the purpose for which the meeting is called.
(8) Enrollment of Members
The Board of Directors shall adopt a membership application form. The application form shall require the name, address, and telephone number of each applicant. There shall be a space for the secretary to sign certifying that the secretary believes the applicant to be eligible for membership. The applicant becomes a member upon the secretary's signature of the application form. The secretary shall keep an up-to-date membership list.
(9) Privacy of Members
Every member will keep private any and all information collected about members during the course of the normal administration of the group. The JavaMUG will not sell, give, loan, lease, trade, exchange, post or in any manner distribute its membership list.
A member may enter drawings volunteering their information to sponsors or other such organizations.
A member may volunteer their information for other events or on other occasions. In such a case, it will be made clear the information is being shared with third parties.
Exceptions to this privacy policy are as follows:
Names and e-mail addresses of directors are published to the public on the JavaMUG web-site. Names and addresses of directors are maintained by the Secretary and available for public inspection as required by law.
ARTICLE IX
The proceedings and business of the Board of Directors shall be governed by Robert's Rules of Parliamentary Procedure unless otherwise provided herein.
ARTICLE X
(1) Indemnification
To the extent required by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Association or Corporation shall be indemnified by the Association or Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him or her (or by his or her heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
(1) Execution of Documents
Unless specifically authorized by the Board of Directors or as otherwise required by law, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Association or Corporation shall be signed and executed by the President (or such other person designated by the Board of Directors), pursuant to the general authorization of the Board. All conveyances of land by deed shall be signed by the President or two other members of the Board and must be approved by a resolution of the Board of Directors.
(2) Disbursement of Funds
Financial transactions which have a value of $100.00 or more shall require majority approval of the Board of Directors. In all other transactions, the Treasurer may dispense with the funds of the Association or Corporation in accordance with the annual budget approved by the Board of Directors and the purposes of the Association or Corporation as set out in the Articles of Association or Incorporation and these by-laws. Notwithstanding the above, all checks of more than $500.00 disbursing funds from any of the Association or Corporation's accounts shall require the signatures of at least two of the following: President, Vice President, or Treasurer.
(3) Procurement Policy
The Association or Corporation shall abide by its procurement policy, set forth in Exhibit B.
(4) Records
The Association or Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board meetings, regular membership meetings, special meetings, and Committees. The Association or Corporation will keep at its principal place of business the original or a copy of its by-laws, including amendments to date certified by the Secretary of the Association or Corporation and the membership roster.
(5) Inspection of Books and Records
All books and records of this Association or Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
(6) Loans to Management
The Association or Corporation will make no loans to any of its Directors or Officers.
(7) Amendments
Most amendments and changes to the Articles of Association or Incorporation must be approved first by at least two-thirds of the Board of Directors present at a meeting where a quorum is present and then by at least two-thirds of the membership where a quorum is present. Certain nonsubstantive amendments where allowed by law, such as changes to Initial Registered Office and Agent and changes to the Management Names and Address details, can be approved by majority of the Board of Directors without a membership vote.
Most amendments and changes to the By-laws must be approved first by at least two-thirds of the Board of Directors present at a meeting where a quorum is present and then by at least two-thirds of the membership where a quorum is present. Certain nonsubstantive amendments where allowed by law, such as changes to Initial Registered Office and Agent and changes to the Management Names and Address details, can be approved by majority of the Board of Directors without a membership vote.
(8) Fiscal Year
The fiscal year for the Association or Corporation will be the calendar year, January 1 to December 31.
(9) Audit
The Association or Corporation shall have an annual audit to be completed by end of the first quarter of each year for the previous fiscal year.
CERTIFICATION
I hereby certify that these by-laws were adopted by the Board of Directors of the Java Metroplex Users Group at its meeting held on
_______________________.
___________________________________
Secretary