Article I
Name of the Corporation
The name of the corporation shall be Association of AS/400Corporate Computing Professionals/400, Inc. (hereafter referred to as ACCP/400), formerly the Association of Corporate Computing Professionals, Inc.
Article II
Purpose of the Corporation
To create an environment that:
supports the achievement of business goals through the successful application of IBM_ AS/400_ Computer system technology.
IBM is the trademark of the International Business Machines, Inc.
AS/400 is a copyright name of a popular IBM midrange computing system.
promotes technical and professional development.
encourages participation and networking.
Article III
Membership
Section 1.
Membership Qualifications
Membership shall be granted to persons of good character and is interested in pursuing the application of information system technology through the use of the IBM AS/400 computer and the various products that work with that system to support business goals.
Section 2.
Membership Requirements
Prospective and renewing members must submit an application in writing to the Board of Directors with the prescribed membership fee. The initial and annual dues for, the time for paying dues, and other assessments, if any, shall be determined from time to time by the Board of Directors. Once membership is approved by the Board, annual dues are not refundable.
Membership must be approved by a simple majority of the Board of Directors.
Anyone not specifically qualified in Section 1 may petition the Board of Directors for membership (requires approval of a two thirds majority of the Board of Directors).
A guest may attend events and pay the non-member fee for the event or meeting. Guests may join the organization by submitting the membership application and annual fee.
Section 3.
Termination of Membership
If a member fails to meet any of the above membership requirements or is 90 days in default of payment of any dues or charges, their membership shall be terminated automatically. In special circumstances, such termination may be delayed by the Board of Directors.
Upon termination, all membership rights are revoked. No refund of dues or membership fees shall be given.
Article IV
Financial Policy
Section 1.
Accounting
The fiscal year shall coincide with the calendar year. The corporate books shall be kept on a cash basis.
Section 2.
Finances
Income to support the operations of the Corporation shall come from the annual dues as prescribed by the Board of Directors.
The Corporation shall also reserve the right to collect fees for meetings which will go towards the expense of the meetings and shall be deposited in the general fund of the Corporation.
The Corporation shall also reserve the right to accept monies to support ACCP/400functions, programs, events, publications, etc. which shall be deposited in the general fund of the Corporation.
Reports of itemized receipts and expenditures will be prepared by the Secretary/Treasurer, audited by an auditing committee, and published for the information of the general membership at least once per year.
Section 3.
Liquidation of Assets
In the event of dissolution of the Corporation, any assets remaining after all liabilities have been satisfied, shall be disposed of according to the Articles of Incorporation and the prevailing laws of the State of California regarding nonprofit mutual benefit Corporation law.
Article V
Principal Office
Section 1.
Location
The principal place of business shall be located at 2040 Polk Street, Suite 282, San Francisco, California 94109).
Section 2.
Changing Location
The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another within the State of California. Any such change shall be noted by the Secretary/Treasurer in these Bylaws, but shall not be considered an amendment of these Bylaws.
Article VI
Board of Directors
Section 1.
Definition
The Board of Directors shall consist of seven(7) persons as follows: two (2) officers-a President and a Secretary/Treasurer, five (5) Directors, and an Executive Director who shall be an ex-officio member of the Board without the right to vote.
Section 2.
Qualifications
Officers and Directors must have completed a minimum of one year of membership and remain a member in good standing while serving on the Board of Directors. This requirement may be waived by Board of Director approval.
Section 3.
Officers
The Officers of the Corporation shall be the President and Secretary/Treasurer.
President:
(a) The President shall be the executive head of the Corporation, shall be a non-voting member of the Board except in the event of a tie, and when present, shall preside at all meetings.
(b) The President shall appoint standing committees whose purpose affects more than one Director's area of responsibility or the entire Corporation, unless otherwise directed by the Bylaws or the vote of the Corporation's general membership. The President shall be an ex-officio member of all committees, except the Nominating Committee.
(c) The term of office of President shall be one year. The President may succeed himself/herself for an unlimited number of terms. The President is elected by the general membership.
Secretary/Treasurer:
(a) The Secretary/Treasurer shall be responsible for the financial operations of the Corporation and shall keep such records as required by the State of California for this type of nonprofit corporation.
(b) The Secretary/Treasurer shall be responsible for preparing the financial statements through the fiscal year and shall prepare and present a financial report at each board meeting and other times as specified by the board.
(c) The Secretary/Treasurer shall be responsible for keeping minutes of all regular and special meetings of the Corporation.
(d) The term of office shall be two years. The Secretary/Treasurer may succeed himself/herself for an unlimited number of terms. The Secretary/Treasurer position shall expire in even-numbered years. The Secretary/Treasurer is elected by the general membership.
(e) The ministerial duties of the Secretary/Treasurer may be assigned, in whole or in part, to the Executive Director.
Section 4.
Directors
(a) The titles of the Directors shall be Membership, Publications, Program, Facilities, and Technical Services.
(b) The Board of Directors is hereby granted full power and authority to change the titles of the Directors of the Corporation. Any such change shall be noted by the Secretary/Treasurer in these Bylaws, but shall not be considered an amendment of these Bylaws.
(c) The duties of the Directors shall be determined by policy definition as defined by the Officers and Directors. The policy defining the Directors' titles and duties shall be reviewed annually by the Officers and Directors.
(d) A Director may appoint standing or temporary committees whose purpose and function fall under the duties, obligations, and policies of that Director's position, unless otherwise directed by the Bylaws or the vote of the Corporation's general membership.
(e) The term of office of the Directors shall be two years. The Directors may succeed themselves for an unlimited number of terms.
(f) The Directorship positions of Facilities, and Membership expire in even-numbered years. The Directorship positions of Programs, Technical Services, and Publications shall expire in odd-numbered years. For the January/February 1998 elections, all Officer and Director positions shall be open for election.
(g) The Directors are elected to their specific Directorship position from the membership at large as indicated in Article VII below.
(h) In the absence of the President, the Secretary/Treasurer shall assume the duties and responsibilities of the President.
(i) Should the President no longer be able to fulfill the duties of the office of President, the Secretary/Treasurer shall assume the position of President for remainder of the term.
Section 5.
Executive Director
The ministerial, administrative and day-to-day operation of ACCP/400 shall be in a salaried staff head or firm employed or appointed by the Board of Directors. The Executive Director shall have the authority to execute contracts on behalf of ACCP/400 and as approved by the Board of Directors. The Executive Director may carry out the duties of the Secretary/Treasurer of ACCP/400. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry out the work of ACCP/400 and shall perform such other duties as may be specified by the Board of Directors.
Section 6.
Meetings
The Board of Directors must meet at least once in each quarter of the Corporation's fiscal year and at such other times as deemed necessary. Meetings of the Board may be called at any time by the President or at the request of three members of the Board of Directors.
Section 7.
Power
The Board of Directors shall have the power to act on all matters and functions not inconsistent with these Bylaws or with the Purpose of the Corporation.
Section 8.
Property, Liability and Obligations
The Board of Directors shall manage, control and conserve the property of the Corporation. The Board of Directors shall have no power to assume liabilities on behalf of the Corporation for an amount in excess of the funds of the Corporation, nor for personal or unapproved obligations or expenditures for any member of the Corporation.
Section 9.
Voting
Each member of the Board of Directors shall have one equal vote. A simple majority shall constitute a quorum.
Article VII
Nomination and Election of the Officers and Directors
Section 1.
Nominating Committee
A Nominating Committee shall consist of four or more members, one of whom shall be designated Chairperson, and none of whom shall be eligible for election. The committee shall be appointed by the Board of Directors no later than November 30th.
Section 2.
Nominations
The Nominating Committee shall recommend a slate of candidates to the voting members for election. Incumbents eligible and willing to serve an additional term shall be nominated without further action by the Nominating Committee. Additional candidates for office may be nominated by submitting a petition signed by no less than 10% of the members eligible to vote. Nominations will be closed on December 31st.
Section 3.
Voting
The Executive Director (unless otherwise designated by the Board) shall act as the Election Administrator.
The ballot will be mailed by January 31st to members in good standing as of January 15th. The ballot will contain a description of the duties and responsibilities of the positions as well as candidate biographies. The return ballots will be qualified by membership numbers. The deadline for returning ballots will be February 28th (postmarked). The election will be concluded no later than March 15th at the discretion of the Board of Directors.
Section 4.
Elections
Elections shall be by secret ballot. The candidates for each position receiving a simple majority of votes shall be declared elected. In case of no simple majority for a position on the first ballot, a runoff election shall be conducted immediately between the candidates with the highest number of votes. This procedure will continue until a simple majority decision is reached. No proxy voting will be allowed.
Section 5.
Installation
Installation of the Officers and Directors shall take place upon conclusion of their election.
Article VIII
Board of Director Obligations
Section 1.
Board Meeting Requirements
Directors and Officers must attend a minimum of 75% of all Board of Director's meetings.
Section 2.
ACCP Event Requirements
Directors and Officers must attend a minimum of 75% of all major ACCP/400 events and conferences.
Section 3.
Duties and Obligations
Directors and Officers must perform the duties and responsibilities of the directorship position to which they were appointed and/or elected.
Section 4.
Termination
If a Director or Officer fails to fulfill the obligations of their position, any other Board member may motion for a vote of termination. Excluding the Director or Officer being reviewed, a simple majority of the remaining full board is required for the passing of the motion. Termination of position does not affect the right to membership.
Article IX
Vacancies of Office (Voluntary/Involuntary)
In the event of a position becoming vacant, the President shall have the power to appoint a successor to assume the vacated office immediately, until the next Board of Director's meeting at which time an appointment shall be made by the Board.
Article X
Board of Advisors
Section 1.
Appointments
The President may appoint or remove any person to or from the ACCP/400 Board of Advisors. Appointments and removals must be approved by a simple majority of the Board of Directors.
Section 2.
Duties and Obligations
The Board of Advisors has no formal duties or obligations to ACCP/400. They may individually or jointly be asked to participate at any level of the Corporation at the sole discretion of the Board of Directors.
Section 3.
Immediate Past President
The immediate past President of ACCP/400 becomes an automatic member of the ACCP Board of Advisors.
Article XI
Member Initiatives
Section 1.
Definition
A member initiative is a motion adopted by the members and binding on the Board of Directors in accordance with the procedures set forth in this Article.
Section 2.
Initial Proposal
Any member may propose an initiative by submitting the initiative to the Board of Directors, or their designee, with the written concurrence of no less than 10% of the members eligible to vote.
Section 3.
Board Action
The Board of Directors shall consider all proposed initiatives and shall publish the proposed initiative and the Board's response on or before the date of the next regularly scheduled major ACCP/400 event, provided however, that the Board shall have no less than 90 days within which to consider and respond to the initiative.
Section 4.
Review by Members
If the published response of the Board of Directors does not adequately address the proposed initiative, one or more of the original petitioners may submit the original initiative to a vote of the members provided that no less than 10% of the members eligible to vote concur in writing. Such proposed initiatives thereafter shall promptly be balloted to the membership in accordance with the same procedures used for amending the Bylaws as set forth in Article XII. In addition, the proponents of the initiative and the Board of Directors each may publish with the ballot a short position statement in support of or in opposition to the initiative.
Section 5.
Effect of Initiatives
All initiatives adopted by the voting members pursuant to this Article shall be binding on the Board of Directors for no less than two calendar years. After two calendar years, the Board may act contrary to an initiative only if such action is approved by a two-thirds vote of the entire Board.
Article XII
Amendment to the Bylaws
These Bylaws may be altered, amended, or repealed by a two-thirds vote of the Directors present at any meeting of the Board; provided that any such changes are approved by the voting members as follows: a proposed change shall be mailed by first class mail to each member eligible to vote and shall become effective upon approval by a majority vote of those members; provided further that no less than 15% of the members return ballots and provided further that the voting period remain open for no less than 30 days.
Article XIII
Amendment to the Articles of Incorporation
Section 1.
Proposed Amendments
Any proposed amendment to the Articles of Incorporation shall be presented and handled in the same manner and procedure as required in Article XII.
Section 2.
Routine and Required Amendments
Any amendments that are routine and required by the State of California as necessary for the maintenance of the laws of a Nonprofit Mutual Benefit Corporation may be amended by a vote of the Board of Directors.
Article XIV
Restrictions
Section 1.
Non-political
The Corporation shall be non-racial, non-partisan, and shall wholly abstain from any political or labor affiliation, or endorsements for public office.
Section 2.
Non-liability of Officers and Members
The Corporation shall not be held liable for any action of its Officers or Members.
Section 3.
Non-liability of Technical Information
The Corporation shall not be held liable for the results obtained from using any technical information it may provide. It is the user's responsibility to ensure that procedures and techniques presented at the Corporation's meetings and in its publications are accurate and appropriate for the user's installation. No warranty is implied or expressed. The Corporation shall not be responsible for any actual or consequential damages or lost profits sustained by the user and his or her company, resulting from or in any way connected with, the user's use of the material presented at the Corporation's meetings or in its publications.
Section 4.
Procedures and Techniques
Procedures and techniques presented at the Corporation's meetings or publications have no known outstanding assignments, grants, licenses, encumbrances, obligations or agreements, whether written, oral or implied. In addition, the procedures and techniques are not known to infringe upon or violate any patent, copyright, trade secret or other property right of any third party. The Corporation makes no other representation or warranty concerning the procedures and techniques.
Article XV
Parliamentary Procedure
The parliamentary procedure of the Corporation shall conform to the rules set down in "Robert's Rules of Order." The Executive Director (or appointee of the President) shall act as Parlimentarian.
|
Home
