Bylaws of Portland Macintosh Users Group Inc.

Bylaws of Portland Macintosh Group Inc.

Article 1: Purpose

1.1— The Portland Macintosh Users Group (PMUG) exists for the purpose of sharing information, resources, and enthusiasm about Apple Macintosh computers. Primary emphasis shall be placed on:
(a) Member education, enhancing the use and enjoyment of the Macintosh; and
(b) Member interest/advocacy, as it pertains to use of the Macintosh computer and related equipment.

 1.2— PMUG shall not exclusively promote the interests of any manufacturer or any vendor of goods or services.

Article 2: Clarification of Terms

2.1—The term “PMUG” shall be synonymous with the Portland Macintosh Users Group herein.

2.2—The term “Club” shall be synonymous with PMUG herein.

2.3— The term “Officer” shall signify one of the eight (8) elected officials herein.

2.4— The term “Board” shall be synonymous with Board of Directors herein.

2.5— The term “SIG” shall be synonymous with Special Interest Group herein.

2.6— The term “Member” shall refer to individuals who have paid their dues and completed the application process for the current year, regardless of membership class, and those whose membership fees are waived under the provisions of Article 4.

Article 3: Membership

3.1— Any individual may become a Member upon application and payment of the dues for the appropriate class of membership, as defined in paragraph 3.2.

3.2— Benefits of membership include, but are not limited to, the following:
(a) Attendance at all meetings, including meetings of the Board of Directors and Steering Committee.
(b) The right to vote at the Annual Meeting and special meetings.
(c) Participation in Special Interest Groups.
(d) Access to PMUG libraries, and Store.

3.3— Various classes of Club membership are provided for, including, but not restricted to, the following:
(a) Full Membership – As the primary category, includes full benefits and newsletter subscription.
(b) No-newsletter Membership – Includes full membership benefits, but no newsletter subscription. Includes access to PMUG electronic message center.
(c) Family Membership – Reduced dues for household of an existing Member as defined in 3.3 (a) and (b). Includes membership benefits, but no newsletter subscription.
(d) Student Membership – Discounted dues for full-time student requiring proof of student status. Includes all membership benefits and newsletter subscription, but no Family Memberships.
(e) Lifetime Membership – Entitles a Member all benefits including the newsletter subscription for the duration of the member’s life. The dues will be twenty-five (25) times the current annual dues for full membership.

3.4— There may be eligibility requirements for additional membership classes.

3.5— Dues shall be paid by all Members on an annual basis. Dues shall become payable within the thirty (30) days prior to a Member’s respective anniversary date and shall be considered past-due thirty (30) days after said date. Membership shall terminate for any Member whose dues become past-due.

3.6— The rights and privileges of a Member shall not be assignable. Upon the death of any Member, the membership shall cease.

3.7— Each Member shall have only one (1) vote at a meeting of Members where a vote is taken.

3.8— The newsletter may be made available to non-Members as a subscription, but such subscribers shall have no membership rights.

Article 4: Complimentary Memberships

4.1— Should a current Officer’s dues become payable while in office, said dues shall be waived.

4.2— The Steering Committee may waive the dues of any Member making a substantial contribution deserving of such recognition. Complimentary memberships will be awarded for a period not exceeding one (1) year.

4.3— The steps for awarding a lifetime membership are as follows:
(a) A motion shall be proposed at a regular Steering Committee meeting and shall pass by a three-quarters (¾) majority.
(b) A motion shall be proposed at a regular Board meeting and shall pass by a three-quarters (¾) majority.

Article 5: General Meetings

5.1— General Meetings of the Portland Macintosh Users Group shall be conducted monthly at a pre-scheduled, pre-announced time, date, and location. Announcement for these meetings will be published in the newsletter at least seven (7) days in advance.

5.2— The May General Meeting shall be the Annual Meeting of the Members.

Article 6: Special Meetings

6.1— Special Interest Groups (SIGs) shall provide a common meeting ground and means of information exchange for those PMUG Members whose specific interests may be similar.

6.2— Any sub-group of members that has its organizational statement approved by the Steering Committee shall be classified as a PMUG SIG, and will receive full support of the Club as an official function of PMUG. The organizational statement of each SIG must state the SIG’s purpose and must prescribe the method for selecting the SIG’s leaders. Times and places of special meetings held by the SIG shall be published in the newsletter and may be subject to change by the SIG leader.

Article 7: Steering Committee

7.1— 

(a) The Steering Committee shall consist of a group of volunteer Members and is responsible for the daily operations of PMUG.
(b) Participation on the Steering Committee shall be open to any Club Member, who, upon attending the third (3rd) of any three (3) consecutive Steering Committee meetings, shall be given voting privileges.
(c) A voting member of the Steering Committee shall lose said voting privileges after having missed three (3) consecutive Steering Committee meetings or more than four (4) Steering Committee meetings in a calendar year. Members of the Board of Directors, if present at a Steering Committee meeting, shall have an automatic vote.

7.2—

(a) Meetings of the Steering Committee shall be conducted at a pre-scheduled, pre-announced time, date, and location.
(b) The Vice-President shall chair the Steering Committee meetings.
(c) If the Vice-President cannot attend a Steering Committee meeting, he or she will designate another voting Steering Committee member as chair pro tem.
(d) Minutes of all Steering Committee meetings shall be archived by the Secretary.

7.3—

(a) A quorum shall consist of one-third (⅓) of the Steering Committee members eligible to vote, but in no case shall there be less than five (5) Steering Committee Members present at a Steering Committee meeting.

(b) At least three (3) of the Steering Committee members present must be current Officers.

7.4—

(a) Motions before the Steering Committee require a simple majority vote for approval except as otherwise provided herein.
(b) A motion must be brought before the Board of Directors if so requested by a majority of the Board Members present, pursuant to paragraph 8.6 (b).

Article 8: Board of Directors

8.1— The Board of Directors shall consist of eight (8) elected Officers and shall be ultimately responsible for all aspects of Club business. The Board shall concern itself with the primary policy, financial, legal, and organizational issues pertaining to PMUG, as well as any issues that may be brought to it by the Steering Committee.

8.2— The primary, titled Officers and their minimum responsibilities shall be as follows:
(a) President: Official representative and spokesperson. The president is the outward-looking Officer responsible for PMUG’s external relations.
(b) Vice-President: Chairs Steering Committee meetings. The Vice-President is the inward-looking Officer responsible for internal relations and Member issues.
(c) Secretary: The Secretary is responsible for maintaining and archiving all records. This includes records of legal mail received and sent, archives of PMUG publications, and minutes of all meetings where minutes are required.
(d) Treasurer: Maintains financial records and prepares budget. The Treasurer is responsible for all financial
aspects of, and for all bank accounts maintained by, PMUG. The Treasurer shall provide an informal
income and expense statement to the Steering Committee monthly. The outgoing Treasurer shall provide
an annual statement of income and expenses to the membership no more than two (2) months after the
Annual Meeting. Members have the right to view financial records, by appointment with the Treasurer.

8.3— There shall be four (4) Officers-at-Large for the purpose of (1) representing the general membership in meetings of the Board of directors, and (2) generally sharing the Board’s responsibilities and work. The President or Vice-president shall assign duties to any Officer-at-Large who does not assume duties of his or her own.

8.4— 

(a) Meetings of the Board of Directors shall occur at least four (4) times a year, with minutes to be archived by the Secretary.
(b) All meetings of the Board shall be open to any Member, who may be involved in any discussion concerning issues in front of the Board; however, only the eight Board Members shall have voting privileges.
(c) The Board may call an executive session to discuss privately sensitive issues, but the results of such a meeting must be reported to the membership.

8.5— A quorum shall consist of five (5) Officers with at least two (2) being primary, titled Officers.

8.6—

(a) Motions before the Board of Directors shall require a simple majority for approval except as otherwise provided herein.
(b) The Board’s vote shall take precedence over the Steering Committee, but a two-thirds (⅔) majority is required to overrule a Steering Committee decision.

Article 9: Elections

9.1— Officers shall be elected annually, and all office terms are for a period of one (1) year.

9.2— Any Member shall be eligible for nomination. A Member may be nominated for more than one (1) office, but can only be elected to one. If a current Officer is elected to a new office, the old office shall become vacant, and a new Officer shall be elected to fill it for the remainder of the term.

9.3—

(a) The President, Vice-President, Secretary, Treasurer and three Officers-at-Large shall be elected by the Members present at the Annual Meeting, by a plurality of votes for each office.
(b) A fourth Officer-at-Large office shall be filled by the outgoing President. If this is not possible, then it shall be filled by one of the other outgoing Officers in the order of: Vice-President, Secretary, Treasurer. If this is also not possible, then a Member shall be elected to fill this office by having received the next largest number of votes for the office of Officer-at-Large.

9.4— For any election in which the voting for a particular office is indecisive, all required run-off elections shall be held at the next General Meeting, at which the results will be determined by a vote of the Members present, using procedures similar to those followed for the original election, with the exception of the publication requirements described in paragraph 9.7.

9.5— For any office that becomes vacant in the middle of its term, the Board of Directors and Steering Committee shall appoint a Member to fill the office until the next regularly scheduled election.

9.6— The ballots shall become part of the permanent archives of PMUG.

9.7—

(a) An election administrator, shall be appointed by the Steering Committee and empowered to run the election of Officers. The election administrator shall:

  1. Not be running in the current election;
  2. Take nominations from Members at least one General Meeting prior to the publication of the ballot;
  3. Create a ballot for all positions that are to become vacant with the names of all nominated members and one space for a write-in nominations for each office;
  4. Determine the number of names that shall be voted for on the ballot for the Officer-at-Large, based on the maximum number of offices that may become vacant;
  5. Publish a ballot and election statements in the newsletter on the month prior to the election held at the Annual (General) Meeting. Statements longer than one-hundred (100) words may be truncated;
  6. Make ballots available to benefits-only Members.
  7. Receive all mail-in ballots prior to the General Meeting; and
  8. Follow any additional guidelines set by the Steering Committee.

(b) The election administrator may appoint, with Steering-Committee oversight, an Election Committee to help with ballot distribution, counting and with other tasks related to the election. The procedures to be followed the night of the election are:

  1. All absentee ballots shall be enclosed in envelopes, with the member’s signature and legibly printed name on the outside of the envelope. Non-conforming ballots will be disqualified.
  2. A non-candidate Officer shall conduct the General Meeting. If no Officer is available the Election Administrator shall appoint a Member other than him or herself to conduct the General Meeting.
  3. At the beginning of the Annual Meeting each candidate shall make a statement not to exceed two (2) minutes. No candidate shall conduct Club business or speak until after votes have been cast.
  4. The ballots shall be cast after all candidates have made their statements.
  5. Each ballot cast shall be verified against a current membership list.
  6. Counting of ballots shall commence immediately after casting process finishes.
  7. The results of the counting shall be announced by the end of the meeting.

Article 10: Removal of Officers

10.1— Justification for the removal of an Officer may include, but is not limited to, the following:

(a) Co-mingling of Club funds
(b) Violating Article 11 on Conflict of Interest;
(c) Abusing the privileges of office;
(d) Any public action which defames PMUG;
(e) Non-performance of duties (whether prescribed, assigned, or assumed);
(f) Three (3) unexcused absences from Board Meetings, Steering Committee Meetings, or General Meetings;
(g) Consistent actions violating the intent and spirit of Article 1.

10.2— The procedure for removal of an Officer shall be as follows:

(a) A motion to consider the removal of an Officer may be made at any General Meeting by a Member.
(b) When moved, seconded, and accepted by a simple majority of those Members present, the matter shall be referred to the Board of Directors for consideration at the next Board meeting. A Board meeting shall be held within thirty (30) days of the referral.
(c) A second vote shall be taken at the same meeting to determine whether the officer shall be immediately suspended from all duties and responsibilities of office pending consideration by the Board and final vote on removal.
(d) The results of the Board’s consideration shall be published in the newsletter, and should the Board choose to continue with the removal process, adequate announcement of the upcoming removal vote shall also be published in the newsletter.
(e) If, for any reason, the Board does not choose to continue the removal process, the matter may be called out of the Board by a simple majority vote of those present at the next General Meeting.
(f) In the event that the matter is called out of the Board by a vote, the vote to remove the Officer shall be taken at the next General Meeting after adequate announcement of that meeting has been published in the newsletter.
(g) If it has been found that the matter warrants a vote by the General Membership, a vote by secret written ballot shall be taken at the next General Meeting.
(h) A vote to remove an Officer must pass by a majority of those members entitled to vote at an election of officers.

Article 11: Conflict of Interest

11.1— Any individual who becomes aware that their involvement in PMUG’s decision making process represents a conflict of interest must declare their interest and then recuse themselves from said process. If the Steering Committee or Board identifies a conflict of interest involving any Member party to PMUG’s decision making process, the Steering Committee or Board shall require the individual to declare their interests and then remove themselves from said process, including both the discussion and vote.

11.2— Any information regarding PMUG business shall be kept in trust, and use of such information by Officers involved to the detriment of PMUG as an organization shall constitute grounds for removal from office pursuant to paragraph 10.2. Use of such information by Members involved to the detriment of PMUG as an organization shall constitute grounds for disbarment from participation in PMUG’s decision making process for a period to be determined by the Steering Committee.

Article 12: Voting

12.1— Certain material issues affecting PMUG shall be brought before a General Meeting to be voted upon by the membership. Such issues shall include, but not be limited to:
(a) Changes in the organizational structure of PMUG;
(b) Changes in the time, date, of place of the Annual and General Meetings, except as unavoidable emergencies may dictate;
(c) Non-routine expenditures over five-hundred dollars ($500); and
(d) Changes in the assessment of annual dues.

12.2— Unless otherwise specified herein, such issues require a simple majority vote of the Members present for approval.

12.3— If the board overrules a decision made by the Steering Committee pursuant to paragraph 8.6 (b), any member may request that the decision be brought to the next General Meeting (or current general meeting if during a general meeting). If more than three (3) General Meetings have occurred since the board has overruled the Steering Committee, then the request shall not be acted on.

The procedure is as follows:

(1) The vice president or secretary will read the decision that was made in steering committee. If the text of the decision made by the board was different, that shall be read also.
(2) A vote will be taken of the membership attending the General Meeting on whether to discuss overriding the board. The vote will be taken by a show of hands.
(3) If two-thirds (⅔) of the membership attending the General Meeting vote yes then the decision will be discussed by the membership attending the General Meeting.
(4) After the discussion is finished, a vote to override the board will be taken by a show of hands of the membership attending the General Meeting.
(5) The decision will be overridden if three-fourths (¾) of the members attending the General Meeting vote yes.

Article 13: Disclaimer

13.1— PMUG recognizes the proprietary nature of commercial software. PMUG actively discourages the unlawful duplication of software and disclaims all liability for individual members’ actions.

Article 14: Passage

14.1—These Bylaws shall supersede all previous bylaws, and will become effective upon passage by a two-thirds (⅔) majority of the Members present at the General Meeting.

Article 15: Amendments

15.1— Any PMUG Member may propose amendments to these Bylaws. Such amendments shall be presented to and approved by the Steering Committee, then published in the newsletter prior to being put to a vote at a General Meeting. Amendments shall become effective upon passage by a two-thirds (⅔) majority of the Members present at that meeting.