CONSTITUTION OF

PC BUSINESS USERS GROUP OF NAPLES, FLORIDA (PCBUG)

(A non-profit Association)

 

    1. NAME

    The name of this Association is the "PC BUSINESS USERS GROUP of Naples. Florida", also known as "PCBUG", and referred to herein as "The Club".

    1. PURPOSE

      2. The purposes for which this Association is organized are exclusively educational within the meeting of 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.  This educational purpose shall be limited to the fostering and promotion of knowledge of personal computers and related software among its members, guests, and the public and business community.

    2. NOT-FOR-PROFIT STATUS

      The Club shall operate as a not-for-profit Association and shall depend on the volunteer activities of its members to sustain its day to day operations. No member, officer, director, or committee person shall receive any fees except in payment for out-of-pocket expenses incurred on behalf of The Club in pursuit of its legitimate purposes. This article shall not be interpreted so as to prevent the occasional payment of honorariums to "outside" speakers, as may be approved in advance by the Board of Directors.

    3. FISCAL YEAR

      The fiscal year of the Club shall end on December 31st.

    4. ACTIVITIES

      The Club shall: 

      1. hold an annual meeting to conduct business and shall hold regularly scheduled membership meetings at which educational topics of general and broad interest will be presented.

      2. Support the activities and meetings of Shared Interest Groups (SIG's) as the need arises.


      3. Publish a  regular Newsletter, and special Newsletters as need be, as determined by the Board of Directors, to be distributed via mail. Among its purposes shall be informing the membership of upcoming events, reviews of hardware and software, nominations to Officer and Director positions, and proposals for amendments to The Club's Constitution, Bylaws and/or operating procedures.


      4. Operate within the law as described by Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Revenue law.


    5. MEMBERSHIP AND DUES 

      Any person shall be accepted into membership upon payment of the then current annual dues without regard to race, color, creed, sex or national origin.

    6. BOARD OF DIRECTORS 

      1. The Board of Directors of The Club shall consist of all officers of The Club, plus four elected members in good standing plus the immediate Past President in good standing. Election of Directors shall be by majority vote of those present at the Annual meeting. Any director may be removed for cause by a majority vote of the Board. No person elected as an officer shall serve concurrently as an elected director.  

      2. To ensure continuity on the Board, members shall elect four more directors with staggered two-year terms. Each year at the Annual Meeting, two non-officer directors shall be elected. Any non-officer director shall be eligible for re-election without limitation. 

      3. A minimum of five members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.  Each Director shall have one vote and the President shall have a deciding vote in the event of a tie.  

      4. The Board shall meet as necessary to conduct the business of the Club.  

    7. OFFICERS AND EXECUTIVE COMMITTEE 

      1. The officers of The Club shall be a President, Vice President, Treasurer and Secretary.  

      2. Officers shall hold office for one calendar year and must be members in good standing.  No officer shall hold any one office for more than two terms in succession.  Vacancies may be filled at any time by majority vote of the Board of Directors. However, if the office of President becomes vacant, the Vice-President shall assume that office, and the Board of Directors shall appoint a Vice President to serve until the next Annual Meeting.

      3. Any Officer may be removed by the Board for cause by a majority vote of the Board. Election of Officers shall be by majority vote of those present at the Annual Meeting. The By-Laws may allow for additional Officers not covered herein.

      4. The Executive Committee shall be comprised, collectively, of the officers of The Club and may convene in person, by telephone, or electronic communication from time to time separately from the Board and regular Club meetings.

         

    8. STANDING COMMITTEES 

      The president may appoint standing committees and ad hoc committees, as needed,  and shall have the right to appoint the chair for each such committee.

       

    9.   PARLIAMENTARY PROCEDURE 

      The conduct of all meetings of The Club including general membership meetings, the Board of Directors and the executive committee shall be governed by Robert's Rules of Order.  The president may appoint a parliamentarian who shall, on request of any member, interpret the consistency of any Club action or proposed action with this Constitution, any By-laws that may have been adopted, and Robert's Rules.  The parliamentarian shall report his/her interpretation to the president and the membership in person at any meeting, in writing and/or via the Newsletter.

       

    10. ANNUAL AND OTHER MEETINGS; QUORUM

      1. The annual meeting of The Club for election of directors and officers shall be held at least once each calendar year at a date to be determined by the Board. The Board of Directors may call additional special meetings of the membership.  

      2. The Secretary shall give written notice to the members of any special meetings of The Club, by mail or through the newsletter, at least ten days prior to any such meeting, and one month advance notice shall be given of the Annual Meeting.  Provided that due written notice has been given in accordance herewith, there shall be no requirement for a quorum at the meetings of the Club members.

      3. Any vote on matters brought before the membership shall be enacted by a simple majority vote of eligible voting members present, insofar as the matter does not conflict with any provisions of this Constitution.

       

       

    11. SHARED INTEREST GROUPS (SIG's) 

      Groups of members having a common interest may petition the Board in writing to form a SIG. When approval is given, each SIG will plan and execute its own program, and arrange for meeting locations, speakers, etc..  Each SIG may use the newsletter and/or the Club's electronic  communication facilities to list its activities.  The Club Vice President will coordinate and monitor SIG activities and will act as SIG liaison with the Board of Directors.

       

    12. DISSOLUTION OF THE CLUB 

      Upon the dissolution of this Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal, state or local government for a public purpose.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Collier County of the State of Florida, exclusively for such purposes.

       

    13. BY-LAWS

      The Club may enact By-laws for the purpose of implementing this Constitution and codifying procedures for the nomination and election of officers and directors, and for establishing efficient methods of managing recurring operations.  Said By-laws shall not conflict with this Constitution. If a conflict arises,  the Constitution shall take precedence.

       

    14. AMENDMENTS

      This Constitution may be altered, amended or repealed and/or a new Constitution adopted, subject to the following provisions:

       

      1. A proposal to alter, amend or repeal shall originate from either a majority of the Board of Directors or from a petition of at least ten percent (10%) of the paid-up membership.

      2. Notice of any proposed alterations or amendments shall be mailed to all dues-paid members at least thirty (30) days before the ballot is closed.

      3. The proposal must be adopted by a two-thirds vote of all eligible dues paid members participating in the voting. 

      4. The President shall appoint an Elections Committee to manage and tally the votes.

      5. Members may vote in person or by electronic communication as determined by the Elections Committee.

    15. DEFINITIONS

      The following meanings shall apply to terms contained in this Constitution and in the By-laws:

      1. "Mail" or "mailed" means any document delivered by U.S. Mail or electronic communication/e-mail.

      2. "Electronic Communication" means any document or message electronically transmitted via the Internet, or published to a site on the World Wide Web.

      3. "Written" or "in writing" means any correspondence or documentation that exists on paper or that has been delivered by mail as herein defined.

       

    16. CERTIFICATIONS

      Amended on September 2nd, 1993 by 149 affirmative votes obtained by written ballot.

      Certified by:

      /s/ Roger C. Guarino, Chair, Constitution and By-Laws Committee

      /s/ Terence J. Miller, Secretary

      /s/ Paul Gunther-Mohr, President

       

      Further amended on _____________, 2000 by ___ affirmative votes obtained by written ballot.

      Certified by:

       

      ____________________________ Committee Chair

       

      ____________________________ Secretary

       

      ____________________________ President