BYLAWS OF THE TOLEDO PC USERS' GROUP
December 1996

• ARTICLE I—NAME AND PURPOSE
1. The name of the Corporation is the TOLEDO PC USERS' GROUP. The purpose for which the Corporation is formed is to provide a forum for the exchange of ideas and information regarding the use and enjoyment of personal computers. The corporation shall be not-for-profit.
• ARTICLE II—MEMBERSHIP AND DUES
1. Any person who agrees to the purposes for which this corporation is organized, and who pays the annual dues, may become a member and be eligible to participate in the membership meetings of the Corporation, or serve in any of its elected or appointed positions. The Corporation shall not discriminate in memberships or corporate positions on the basis of race, national origin, religious belief, or sex. Non-dues paying family members or guests may not participate in official business of the corporation.
2. Annual dues shall be set by the membership upon recommendation of the Board of Directors. The amount of dues, once established, shall remain in effect until a change is approved by the membership. Annual dues shall be payable upon application for membership, and thereafter, on the first day of the month due for renewal.
3. Only members in good standing are eligible to vote, to serve as officers or directors of the corporation, and to enjoy the other privileges of membership. The payment of dues must be current in order to be a member in good standing. Any person whose dues are more than ninety (90) days in arrears must reapply for membership. In order to receive a mailed ballot for the annual elections, a member's dues, if currently payable or in arrears, must be received by June 10.
4. All officers and chairpersons of standing committees will receive automatic renewal of their membership when it expires. The purpose of this is to reward and thank those members who have volunteered their time to help keep the club running.
• ARTICLE III—MEETINGS
1. The annual meeting shall be held during July of each year. There shall be a minimum of eight (8) additional membership meetings each calendar year to be held at such times and places as determined by the Board of Directors.
2. Thirty-five (35) members in good standing or a majority of the members in good standing, whichever is smaller, who are present at any scheduled meeting shall constitute a quorum for the transaction of any business.
3. Notice of membership meetings shall be given by the Board of Directors or their authorized representative to all members, by mail, telephone, or other means.
4. Robert's Rules of Order shall be the final authority governing the proceedings of membership, committee, and Board-of-Director meetings.
• ARTICLE IV—OFFICERS AND ELECTION
1. The elective offices of the corporation shall consist of: President, Vice-President, Secretary and Treasurer. Required elections shall be held at the annual meeting and the elected officers shall assume their official duties following the close of the annual meeting. All terms of office shall be one (1) year. An officer may serve until replaced or removed.
2. The Board of Directors shall have the power to fill by appointment any interim vacancy that may occur in an elected office, subject to ratification by the membership at large. Such an appointee shall serve in the office temporarily pending the ratification vote.
3. A nomination committee will be appointed by the current President at the April meeting each year and will consist of the immediate past president, one other elected Board member, two appointed members-at-large, and the current President. The nominating committee will present a slate of officers at the June meeting of each year. In addition, at the June meeting, nominations will be accepted from any member in good standing when seconded by another member in good standing. Additionally, write-in candidates will be permitted during any actual balloting.
4. If the current president declines to run for re-election, and there are no other nominations for the office of president, then the office of president shall be filled by the current Vice-President without election, unless he or she declines the position.
5. All members in good standing will receive a ballot in the mail following the June meeting, listing the names of all eligible nominees for office. Such ballots, in order to be counted, must be mailed or brought to the annual meeting. Deadlines for receiving mailed ballots will be established by the nominating committee and stated on the ballot.
6. If there are no nominations in opposition to the slate proposed by the nominating committee at the June meeting, then no balloting need be conducted, and such slate will be declared elected at the July meeting. If there is opposition to one or more candidates, balloting will be conducted only on those offices contested.
7. Voting on contested offices will take place at the July meeting, with mailed ballots received by the stated deadline also being counted. Ballots shall be counted by two members-at-large, appointed by the presiding officer, who are not on the nomination committee or running for office. The results of the balloting are to be verified by the secretary and announced before the close of the meeting.
• ARTICLE V—DUTIES OF OFFICERS
1. The President shall preside at all membership meetings, including the annual meeting, and all meetings of the Board of Directors; perform such other duties as may be prescribed by the Corporation bylaws, or assigned to him by the Board of Directors; and coordinate the work of the officers and committees.
2. The Vice-President shall act as aide to the President; perform the duties of the President in the President's absence; and perform other duties as delegated by the Board of Directors.
3. The Secretary shall record the minutes of all membership and Board-of-Director meetings or other actions taken by the Board of Directors; verify election results; and perform other duties as delegated by the President or Board of Directors.
4. The Treasurer shall have custody of all funds and fiduciary responsibilities of the Corporation; keep a full and accurate account of Corporation income and expenditures; disburse corporation funds as authorized by the Board of Directors; present a statement of income and disbursements at each membership meeting or whenever requested by the Board of Directors; present a full financial statement at the annual meeting, or whenever requested by the Board of Directors; and be responsible of the maintenance of such books of account and records as required by the bylaws, the Board of Directors, and the State of Ohio. The treasurer shall present for approval by the membership at large any extraordinary expenditures approved by the board.
1. The Treasurer shall also maintain the official current membership list, unless this duty is otherwise delegated by the Board of Directors.
5. The immediate past-president shall become a voting member of the Board of Directors and perform other duties as delegated by the President or Board of Directors.
• ARTICLE VI—BOARD OF DIRECTORS
1. The Board of Directors shall exercise such powers and control as are usually exercised by such governing boards and shall have control over the affairs of the corporation and the power to act in its behalf. This includes the establishment of such standing committees and non-elective offices as are needed to conduct corporation business, or the abolishment of such positions.
2. The Board of Directors shall consist of the elected officers together with the chairpersons of designated standing committees, designated non-elective officers, and the immediate past president, all of whom shall have voting authority.
3. Board of Directors' meetings shall be announced in advance and scheduled monthly or as required. Four(4) members or a majority of those members serving as Board members, whichever is smaller, constitute a quorum for voting purposes at such announced meetings.
1. Actions taken at Board meetings require the support of the majority of the voting members present. Emergency actions taken by the Board without a formal meeting require the concurrence of a majority of Board members, as verified and recorded by the Secretary.
2. The Board of Directors may also authorize the attendance of any member(s)-at-large, in good standing, at Board meetings; said members may be recognized for input, although will have no voting authority.
4. The Board of Directors shall appoint the Chairpersons of standing committees and non-elective officers, who shall then serve until they resign or are replaced.
5. The Board of Directors may remove for cause any chairperson, officer or Director from his or her position and/or from the Board by a majority vote. Such cause may include, but is not limited to, failure to perform his or her duties, including regular attendance at meetings. Such officer or Director, if a voting member of the Board, shall abstain from voting on the issue of his or her own removal.
1. The Board of Directors may replace without cause any non-elective officer or standing committee chairperson at the first Board meeting following the annual meeting.
• ARTICLE VII—DISTRIBUTION ON DISSOLUTION OR LIQUIDATION
1. In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, no members shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the Corporation from any source, after payment of all debts and obligations of the Corporation, shall be distributed to another not-for-profit Corporation, as provided by law and within the intendment of Section 501 (C) of the Internal Revenue Code of 1954 and the regulations thereunder as the same now exists or as they may be hereafter amended.
• ARTICLE VIII—AMENDMENTS
1. These bylaws may be amended at any membership meeting at which a quorum is present, by a majority vote of the voting members present, provided that written notice of the proposed by-laws to be amended shall have been communicated to the membership in the newsletter for two consecutive months.
• ARTICLE IX—PRODUCTS AND OPPORTUNITIES
1. The Corporation may from time to time make available to its members computer related products, discount opportunities, and/or services; the acceptance of such products, opportunities and/or services by the membership is strictly voluntary and the corporation accepts no responsibility or liability for any loss of income or other damage to any user, hardware, or software that may result from the use of such products, opportunities and/or services.
• ARTICLE X—SALE OF MATERIALS
1. Products may not be acquired from the corporation by members for the purpose of resale for profit or other financial gain or benefit under penalty of dismissal from the group.
2. The sale or advertising of hardware, software, supplies or services shall not be allowed at membership and Board of Directors' meetings without the prior consent of the Board of Directors.
• ARTICLE XI—PETITION BY MEMBERSHIP
1. The membership shall have the right to petition the board regarding but not limited to impeachment of officers, revision of the bylaws and policy changes. Any member(s) wishing to petition the board for action shall present to the club secretary a petition signed by not less than 10% of the bona-fide membership at least 10 days prior to the next scheduled board meeting. Any such petition so tendered shall be presented to the board in session at the next scheduled meeting and entered into the minutes thereof. Said petition(s) shall be presented to the membership-at-large by the secretary at the next scheduled meeting of the club.

The bylaws in plain text