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SECTION 1 - NAME

1.01 Name: The name of the organization is the Rolla Area Computer Users Group and the official acronym for the organization shall be RACUG.

SECTION 2 - OFFICES

2.01 Office: The meetings of the organization shall be in Rolla, Missouri.

SECTION 3 - PURPOSES

3.01 Purpose: This Group is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.

3.02 Mission: Specifically, this organization is organized to:

a. provide a forum for communicating ideas, resolving problems, and increasing the effectiveness of users of microcomputers and related software and peripherals.

b. educate the public concerning the advantages and disadvantages of microcomputers.

c. encourage the creation, modification, maintenance, duplication, and distribution of public domain software and shareware to the members of the organization.

3.03 Activities Restricted: This organization shall not in any substantial degree engage in activities that do not further any of the purposes stated in this section.

SECTION 4 - DEDICATION OF ASSETS

4.01 Dedication of Assets: The properties and assets of this nonprofit organization are irrevocably dedicated to charitable, scientific and educational purposes. No part of the net earnings, properties, or assets of this organization, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or trustee of this organization, except as reasonable compensation for the services rendered.

4.02 Distribution of Assets: Upon the dissolution of the organization, the board of directors shall, after paying or making provision for the payments of all of the liabilities of the organization, dispose of all of the assets of the organization to one or more organizations organized exclusively for charitable, scientific, or educational purposes as shall at the time qualify as exempt organizations under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the County in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

SECTION 5 - MEMBERS

5.01. Membership Classes: There shall be two classes of membership, individual and couple (or family). Any questions on qualifications shall be decided by the membership committee.

5.02 Membership Termination: The membership of any member shall terminate upon the occurrence of any of the following events:

a. the resignation of the member;

b. the failure to pay dues within the time set forth by the board of directors.

5.03 Membership Transfer / Member Death: No member may transfer for value a membership or any right arising from it. All rights of membership cease on the member's death.

SECTION 6 - MEETINGS OF MEMBERS

6.01 Meetings Time and Place: Meetings of the membership shall be held at any place designated by the board of directors. Regular general membership meetings shall be held the first Wednesday of every month, except for national holidays, in which event the meeting shall be held on the subsequent Wednesday.

6.02 Annual Meeting: The annual meeting of members shall be held concurrently with the regular March meeting, on the first Wednesday of March, at 7:00pm at the place regularly designated for general meetings, unless the board fixes another date and place for such meeting and so notifies the members not less than ten days before said meeting.

6.03 Special Meetings: A special meeting of the members may be called by any of the following: (i) the board of directors; (ii) the president; or (iii) five per cent (5%) or more of the membership, provided that in all cases not less than three (3) weeks notice shall be given to all members of such special meeting.

6.04 Quorum: One-tenth (1/10th) of the membership shall constitute a quorum for the transaction of business at a meeting of the members. The members present at any duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

6.05 Voting: Each member, regardless of membership class, shall be entitled to cast one vote on all matters submitted to a vote of the members; it being the specific intent of this clause that holders of couple, or family, memberships, shall have one vote as an entity, regardless of the number of "memberships" appearing to be created thereby.

SECTION 7 - DIRECTORS

7.01 Board of Directors: The business and affairs of this organization shall be conducted, and all the powers shall be exercised, by or under the direction of a board of directors.

7.02 Powers Granted: Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

a. Select and appoint committee chairpersons, agents and employees of the organization; prescribe any powers and duties for them that are consistent with the law, and with these bylaws.

b. Designate the officers who may act as signatories of the organization's accounts, records, filings and the like.

c. Establish permanent and temporary committees as deemed necessary to conduct the group's business. The functions of each such committee shall be prescribed by the board.

7.03 The board of directors shall meet at least monthly at such time and place as agreed upon by the members.

7.04 The quorum for the Board of Directors shall be any number of directors more than one half of the total number.

SECTION 8 - OFFICERS

8.01 Offices Created: The board of directors shall consist of the following officers:

President

Vice- president

Secretary

Treasurer

Membership Director

Program Director

Past president as a Director-at-large (automatic, not subject to election)

Not less than two (2) nor more than four (4) Directors-at-large, the exact number to be determined by the standing Board of Directors at the time the Nominating Committee is designated.

a. Duties of officers not specifically set forth herein shall be enumerated in a separate set of Standing Rules as may be drafted and modified from time to time by the board of directors. The duties of the officers as established herein shall always prevail in the event of conflict between said Standing Rules, as adopted, and these bylaws.

b. The officers of the organization, except those appointed in accordance with the provisions of Section 8.02 of these bylaws, shall be elected by the general membership of the organization as set forth in Section 9 of these bylaws.

8.02 Appointments Authorized: The board of directors may appoint, and may authorize the president to appoint, any other officers that the business of the organization may require.

8.03 Resignation Notice: Any officer may resign at any time by giving written notice to the secretary.

8.04 Vacancies Filled: A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. However, it shall be mandatory that the Board of Directors fill the remaining term of any vacancy in the office of President, Vice-President, Secretary or Treasurer within thirty (30) days of the creation of that vacancy, by appointment from the current board of directors or at its discretion, from the membership at large.

8.05 President's Duties: The president shall be the chief executive officer of the organization, and as such shall:

a. chair all meetings of the board of directors, and in the event of a vote deadlock shall cast the tie-breaking vote.

b. subject to the control of the board of directors, generally supervise, direct and control the business and officers of the organization, and shall have such other powers and duties as shall be prescribed by the board of directors or the bylaws.

c. subject to Board approval, appoint chairpersons of those standing and special committees which are not chaired by a specified officer.

d. be an ex-officio member of all committees except the nominating committee.

e. appoint a nominating committee at or before the regular February meeting each year, to consist of a member of the board of directors as chairperson plus two additional board members. This committee may at its discretion, appoint up to three additional members from the membership at large.

(1) The nominating committee shall report back to the general membership the selection of one candidate for each of the elective board offices not later than the regularly scheduled meeting for March.

(2) Other nominations for office may be made anytime prior to the call for a vote on election night of anyone who will state their willingness to serve in the capacity for which they are nominated.

8.06 Vice- President's Duties: The vice-president shall assist the president and assume the duties of the president in his/her absence.

8.07 Secretary's Duties: The secretary shall:

a. maintain a record of the proceedings of each meeting of the Group and of the board of directors

b. maintain a file of all official documents concerning the Corporation and see to the timely filing of state reports required to maintain corporate status.

c. receive the correspondence directed to the Group and distribute it to the proper officers and committees, in the absence of another director having been assigned such duties.

d. handle general correspondence relating to the Group, in the absence of another director having been assigned such duties.

8.08 Treasurer's Duties: The treasurer shall:

a. be responsible for the safekeeping of Group funds in a financial institution known and approved by the board of directors.

b. issue receipts when requested or when deemed necessary.

c. collect, account for, and make timely deposits of all funds due the Group and make disbursements as needed, or authorized by the board of directors.

d. maintain accurate financial records which shall be available for audit when requested by the board of directors, or an audit committee appointed thereby.

e. see to the timely filing of all required state and federal forms and tax returns.

f. if required by the board of directors, give the organization a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for the restoration of all it's books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer on his or her death, resignation, retirement or removal from office, such bond to be provided solely at the expense of the organization.

8.09 Membership Director's Duties: The membership director shall:

a. see that each new member is registered properly.

b. extend membership Group information into the community, including directing and coordinating activities engaged in for promoting the Group and increasing membership.

c. generally assist and direct the growth of the Group's membership base.

8.10 Program Director's Duties: The program director shall be responsible for the planning and coordinating of the program portion of each meeting.

8.11 Directors At Large Duties: The directors at large shall:

a. perform such duties as the president may assign.

b. function in a long range planning capacity for the Group.

SECTION 9 - ELECTIONS

9.01 Elections: Elections shall be held at the regular monthly meeting in April of each year. In the event of lack of a quorum, elections shall be held at the next regular meeting at which a quorum is present and all officers shall serve until such elections, subordinating the provisions of section 9.02.

9.02 Term of Office: Term of office shall be one year, and all officers shall assume their responsibilities immediately following the election.

SECTION 10 - RULES DETERMINING

10.01 Rules Determining: Robert's Rules of Order, Newly Revised shall govern the meetings of the Group and shall be the final authority in all matters not covered in these bylaws.

SECTION 11 - RECORDS

11.01 Records: The accounting books, records, articles and bylaws as amended to date, and minutes of proceedings of the board of directors and any of its committees shall be kept at such place or places designated by the board of directors. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form, or in any other form capable of being converted into written, typed or printed form.

11.02 Records Accessible: Every member shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind, and the physical properties of the organization. This inspection by a member may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

11.03 Directors shall appoint an audit committee consisting of one director and two (2) members at large to audit the books once a year, in April.

11.04 The Fiscal Year shall begin April 1.

SECTION 12 AMENDMENTS

12.01 Any member of the Group may propose changes to these bylaws. Proposed changes may be in the form of a motion at a regular meeting or may be submitted in writing to the board of directors. Upon approval by the Board of Directors the proposed bylaws change shall be read at a general membership meeting . Voting on the proposal by the membership shall take place at the following monthly meeting.

12.02 Proposed changes not approved by the board of directors may be submitted to the membership for approval upon receipt by the Secretary of a written petition signed by at least 10 percent of the eligible voting members . The Secretary shall take necessary action to verify petition signatures and schedule qualified petitions for a vote at the next general membership meeting.

12.03 All bylaws changes must be approved by a two thirds vote of the members present and voting.

SECTION 13 - EFFECTIVE DATE

13.01 Bylaws Effective Date: These bylaws shall take effect as of April 01, 1998.

Rolla Area Computer Users Group,

 

/s/Roger L. Creighton , President

/s/Pamela S. Cottingham, Secretary

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