BYLAWS
From Taclug
THE BYLAWS of the TACOMA LINUX USERS GROUP
Date: February 4, 2000
Article I. Name
The name of this organization shall be The Tacoma Linux Users Group (TACLUG).
Article II. Organizational Purpose
Section 1.
TACLUG is a nonprofit organization with purpose to provide information about, instruction in the use of, and development in the science of, the Linux operating system.
Section 2. TACLUG will strive to cooperate with individuals
and business identities to collect funds, accept donations, and promote project activities that benefit individuals, or groups, or society as a whole.
Section 3. TACLUG will serve as a resource center for information
about the Linux operating system by such mechanisms as special interest groups, internet resources, how to papers, mailing lists, and other such similar mechanisms of information dissemination.
Section 4. TACLUG will build systems, help maintain networks, develop
hardware drivers, improve software, experiment and develop new solutions, provide instruction, and develop new uses for the Linux operating system.
Section 5: TACLUG will strive to build stronger relationships between
the Linux community, and the general business community, by promoting TACLUG resources, Linux solutions, and maintaining a list of Linux developers for specific business needs.
Section 6. TACLUG will posture to promote the benefits of using the Linux
operating system in an honest, candid and credible manner, and refrain from public discrediting of competition .
Section 7. TACLUG may in the future agree to serve as a general
organizational identity to promote organization of specific and subsidiary user groups within the State of Washington .
Article III. Membership and Officers
Section 1. Dual Membership - There shall be two separate membership bodies in this organization as further developed elsewhere in these bylaws.
The primary function of the general membership is to organize and participate in TACLUG sponsored projects and activities. The primary function of the board membership is to conduct general and required business matters for TACLUG. However, by design, there are checks and balances for either membership body to conduct business and control the actions of the other body if circumstances warrant such action.
Section 2. The General Membership
(a) Membership - The general membership of this organization is open to any individual who has attended three TACLUG meetings, requests to be a member, and desires to learn more about the Linux operating system. Each general member must provide an email address to TACLUG where they may be notified of TACLUG activities. General members must attend any type of TACLUG MEETING at least once every quarter to display their activity in TACLUG. A general member may be removed at a general membership meeting for inactivity against the above standard, or for illegal or disruptive actions, by a 2/3 vote of the general membership.
(b) Officers - The only required officers of the general membership are the president and secretary. Additional officers may be elected by the general membership for specific functions and purposes, but may not compromise the responsibilities and duties of the President and Secretary in any way. The president and secretary offices are to be elected annually.
(1) President - The primary functions of the president are to promote TACLUG activities, moderate general membership meetings, and be a limited member of the board of TACLUG during the extent of the presidency only. The president may participate in the board discussions, and can vote in a tie breaking situation in a simple majority vote. The president may delegate another general member of TACLUG to represent the general membership during board meetings.
(2) Secretary - The secretary shall take notes during general membership meetings and assemble other business records from the general membership activities and pass this information to the clerk of the board for permanent placement in the TACLUG business records.
Section 3. Board Membership
(a) Board Membership - The initial board membership of TACLUG will consist of inidividuals who have participated in the TACLUG organizational committee. The board membership of TACLUG shall consist of 6-18 members, not including the general membership representative. If the board membership falls below 6, the only item of business the board may conduct is to add new board members. If the board fails to act to reach the 6 member minimum, and the general membership has notified the board of this fact, then the general membership may meet and vote to add members to the board to reach the six member minimum to conduct legal business.
(1) Qualifications - A board members qualifications shall include a demonstrated use of and knowledge about the Linux operating system; an expressed interest to serve and help direct the business activities of TACLUG and some previous level of activity in a nonprofit organization.
(2) Term of Membership - A board member is limited to a three year term, and may be scheduled for re-election in less than three years to serve special needs. However, If a board member's term is scheduled to expire, and if the board member is not re-elected or replaced and the board membership would fall below 6 members, then this board member may stay on the board until a proper election of this board position is completed. Maintenance of board membership requires attending over 2/3 of the board meetings in a years time. The board may remove a board member for inactivity against the above standard, or for illegal or disruptive actions, by a 2/3 vote.
(3) General Membership Representative - The president of the general membership shall be recognized as a member of the board during the term of presidency only. The general membership representative may not hold a board office, but may participate in the discussions, and can vote in a tie breaking situation in a simple majority vote.
(b) Board Officers - The board must elect, as a minimum, a Moderator, Clerk, and Parliamentarian. These three offices will serve as the trustees of TACLUG, and as points of contact for business with the State of Washington. Additional officers may be elected by the board for specific functions and purposes, but may not compromise the responsibilities and duties of the Moderator, Clerk, or Parliamentarian.
(1) The Moderator - The moderator of the board shall be responsible to promote the schedule, give legal notification, and facilitate the meetings of the board.
(2) The Clerk - The clerk of the board shall keep notes during board meetings, write the minutes of the board meeting, and be responsible to record all data into official records for TACLUG.
(3) The Parliamentarian - The parliamentarian of the board shall be the legal authority of all meeting procedures for both the board and general membership.
Article IV. Meetings and Business Procedures
Section 1. Dual Membership Business - Both membership bodies, as defined
in Article III, are authorized to conduct business for TACLUG, and may rescind the business of the other membership body by a simple majority vote.
(a) Impasse In the event that there is an impasse between the general membership and the board membership, on a specific item of business, the item will be rejected and non-binding upon business practice with one exception.
(b) Impasse Resolution - If there is an impasse on a specific item of business by the two membership bodies, and one membership body determines there is an urgent need for a decision by a 2/3 vote of its membership, then a special committee will be formed. This special committee shall consist of an an equal representation from each membership body. Their first order of business would be to decide upon an outside of organization arbitrator that will act as the committee moderator. Business of this committee shall only concern the disputed item requiring a decision. The committee shall be disbanded after reaching and recording the results of their decision. If an impasse is still present and unresolveable, the arbitrator will cast the deciding vote.
Section 2. Legal Meetings Business meetings are legal when it is
demonstrated that proper meeting notice has been given, a quorum exists, the minutes to the last meeting are read and accepted, and the meeting adheres to the topic of the meeting notice. In addition, provisions in state and local laws, the accepted rules of order, and the bylaws must be honored. The Parliamentarian of the board will be the final authority of legal procedures during the course of a TACLUG meeting.
Section 3. Meeting Notice All meeting notices must honor the required
legal time period required by the State of Washington (currently not less than 10 or more than 50 days), and give the topic, date, time, and location of the meeting.
Section 4. Quorum
(a) General Membership Meetings - The quorum for a general membership meeting shall be 20 percent of the general memberships list.
(b) Board Membership Meetings - The quorum for a Board Meeting shall be 50 percent of the board members.
Section 5. Open Meetings - Any board or special committee meetings of
TACLUG may be attended by a TACLUG member as an observer. A members participation in the meeting is subject to approval by a majority vote of the board or committee.
Section 6. Voting and Elections
(a) All voting is limited to members present in a legally called meeting, and shall not be interpreted to require a vote from the total membership. There are no provisions for absentee or proxy voting.
(b) A majority vote is required for passage of all business matters unless provided for elsewhere in these bylaws.
(c) For elected positions, the board membership will act as an election committee to state the conditions of the election and verify that an individual is both interested and qualified to serve in the stated position. The general membership will then vote to accept or reject individuals for stated positions by a majority vote.
Article V. Records
Section 1. Membership Lists - Membership lists must be maintained and
current at all times. The dual membership lists may be maintained as a separate mailing lists on the TACLUG mail server. The membership lists must list given names, an email address, an alternate contact method as preferred by the member, and any special interests and abilities the member chooses to disclose.
Section 2. Minutes - All meetings minutes shall be maintained both in
hardcopy and in a computer searchable file. The minutes of the last meetings are to be read and approved before the start of the next business meeting is legal.
Section 3. Codification - All procedural business methods passed by TACLUG
shall be organized by subject and maintained as a code of business conduct for TACLUG. Examples of procedural business would be the accepted rules of order, accounting methods, and supplementary TACLUG officers titles and duties as voted in by the board and/or the general membership.
Section 4. - Project Records - All activity records shall be maintained
within project folders or a computer record system. The authorization for project activities and the summary of results will be mentioned in TACLUG meeting minutes.
Section 5. Review - All records of TACLUG are available for review by
any individual member, or board member of TACLUG subject to a reasonable period of wait not to exceed 10 days.
Section 6. Legal Required Records - These bylaws are in supplement to
nonprofit records that may be required by federal, state, or local laws; and regulation by governmental agencies. The requirements of these governmental laws and agencies may be more binding than these bylaws, and if legally correct in interpretation, are to be honored.
Article VI. Amendments to Bylaws
Section 1. Amendment Procedure - Amendments or revisions to the bylaws must
be passed by a 2/3 vote of both the general and board memberships of TACLUG after a minimum of three official business meetings of each body.
Section 2. Amendment Documentation - Modifications to the bylaws must be
numbered sequentially and attached to the end of the TACLUG bylaws document. A comment must also be inserted into the text of the affected provision of the original bylaws to direct the reader to the existence of a bylaws amendment.
Article VII. Dissolution of Organization
The disbanding of TACLUG as an organization may only be conducted by a 2/3 vote of the board membership. Net assets of TACLUG, after payment to outstanding debtors, will be dispersed to any other non-profit organization as determined by the board membership.
