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November 12, 1999
BY LAWS OF THE PROFITKEY USERS GROUP
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ARTICLE I. IDENTIFICATION
1. This organization shall be know as "ProfitKey Users Group", and shall be
referred to within the bylaws as the Users Group.
2. The Users Group shall be a non-profit organization and no part of the net
earning shall be used to benefit of any individual member.
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ARTICLE II. PURPOSES
The objectives of this organization are:
1. To encourage communication among ProfitKey users.
2. To provide educational programs of interest to ProfitKey users.
3. To encourage professionalism among ProfitKey users.
4. To foster user input for ProfitKey product development
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ARTICLE III. MEMBERSHIP
General:
1. All members are invited to take an active interest in the Users Group by
participating in Task Forces, Application Forums, Special Interest Groups,
Executive Board and by attending local user meetings and the national conference.
2. All membership fees, dues and assessments shall be established by a majority vote
of the Executive Committee.
Membership:
1. Any organization, institution or individual that has purchased or leased a
ProfitKey International software license agreement is eligible for membership
in the ProfitKey Users Group.
2. All employees of the member will be afforded all rights and privileges of membership.
3. A member organization should appoint a person, immediately concerned with the use
of the ProfitKey software, to represent the member organization in all matters that
may come before the User Group and may require a vote of the membership. This
representative of the member organization will be termed the member delegate.
4. A member organization may have as many member delegates as it has
licenses for ProfitKey Software. License is defined as a Product program
license agreement.
5. All voting by Member Organizations will be done through the member
delegate on a one-vote per member delegate basis.
Revocation of Membership:
In special instances, where the Executive Committee has determined that a
member, or members delegate, has violated any of the ratified bylaws, the
Executive Committee may revoke either the members or the delegates
membership in the User Group. A majority vote of the board is required to
revoke membership. Reinstatement can be obtained by majority vote of the
Executive Board.
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ARTICLE IV. MEMBERSHIP MEETINGS
The Annual Meeting of the membership shall be held on such date and at
such time and place as the Executive Board in its discretion may set;
provided that one such meeting shall be held each calendar year and not
less than 45 days written notice of the date, time and place of such
meeting shall be given to each member.
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ARTICLE V. OPERATION
The executive Board shall be the governing body of the Users Group.
Officers:
1. The Executive Committee of the Users Group shall be comprised of a
President, Vice-President, Secretary, Treasurer, Local User Group
Coordinator, and a minimum of two board members-at-large. The immediate
past President may complete the board.
2. Election of Officers will take place after notification via the Newsflash,
etc has occurred of openings for new members. After a letter is received indicating
financial support for the candidate, votes will be taken at the opening session.
Results will be announced at the closing session.
3. The term of office for all officers shall be two years. No officer shall serve
more than six years in successive terms.
4. The outgoing officers may attend the first board meeting following the
election to assist in the transfer of responsibility.
Duties of Committee:
A. OFFICERS:
1. President:
1.1 The president shall in general administer the business and affairs of the
Users Group and shall preside over all meetings, including those of the executive board.
1.2 The President shall appoint committees deemed necessary and assign specific duties
to members of the executive board.
1.3 The President shall be responsible, with the Treasurer, for the Treasury.
1.4 The President shall represent the Users Group in all formal relations with
ProfitKey International as well as any other outside organizations and interests.
1.5 The President and Treasurer shall sign all financial and contractual obligations
properly authorized by the Board.
2. Vice-President:
2.1 The Vice-President shall assume the duties of the President in
case of the absence or incapacity of the President, and shall become the President upon
the resignation, death or permanent incapacity of the President.
2.2 The Vice-President shall otherwise perform the duties of selecting agenda topics and
seeking board nominees.
2.3 The Vice-President shall oversee and coordinate the preparation, Balloting, and
implementation of User Enhancement Suggestions.
2.4 The Vice-Present shall assist the Secretary in communications with the User Group body.
3. Secretary:
3.1 The Secretary shall maintain minutes of all board meetings and publish said minutes
no later than two weeks after the specific board meeting.
3.2 The Secretary shall preserve all records, reports, and official documents of the Users Group.
3.3 The Secretary shall administer and coordinate all election or bylaw amendment activity.
3.4 The Secretary shall administer and coordinate all conference registration for the
annual conference in the absence of an executive assistant.
3.5 The Secretary shall establish and maintain a Postal Address, in the name of the
Users Group, for the receipt of communication from the User Group membership in
the absence of an Executive Assistant.
3.6 The Secretary shall maintain and report at the annual conference the current
Terms of all Executive Committee members.
4. Treasurer:
4.1 The Treasurer shall be bonded.
4.2 The Treasurer shall maintain the financial records, collect and distribute
funds properly authorized by the Board and assure compliance with terms
and conditions of these Bylaws.
4.3 The Treasurer and President shall sign all financial and contractual
obligations properly authorized by the Board.
4.4 The Treasurer shall prepare and present to the Board a fiscal year and
conference specific budget at least one month prior to the start of the fiscal
year. Fiscal year commences March 1st.
4.5 The Treasurer shall prepare and present to the Board a fiscal year
financial performance report at the first Board meeting following the close of
the fiscal year.
B. OTHER COMMITTEE MEMBERS:
1. Local User Group Coordinator:
1.1 The Local User Group Coordinator shall maintain communication with all
existing Local User Group Chairmen and report said communication at each Board Meeting.
1.2 The Local User Group Coordinator shall actively encourage and assist
User Members to start and maintain Local User Groups in specific geographical areas,
to ensure the continued viability of the User Base.
2. Board Members at Large:
2.1 The Board Members at Large shall attend all board meetings and
provide support and guidance to the four primary officers and to the Users
Group. This shall include the chairing of committees or other duties as
appointed by the President.
3. Special Committee Representatives:
3.1 ProfitKey International shall appoint a Management Liaison to
represent the interest of ProfitKey International to the Board.
3.2 The liaison shall coordinate efforts of ProfitKey staff in their
Participation in national conferences, and shall not have voting rights.
4. Vacancies:
Any office other than the President which shall become vacant shall be
filled by appointment of the executive board. The officer(s) thus
appointed shall immediately assume office and serve out the remainder
of the term.
Responsibilities of the Committee
1. The Committee shall establish procedures for the orderly organization and
operation of the Users Group.
2. Each Committee member shall undertake such other duties as may be
determined by the Board from time to time.
3. The Committee shall attend all Users Group Conferences and Board
meetings. Any Board member missing one such meeting during a term of
office shall be considered to have resigned from office and the Board, unless
reinstated by a two-thirds majority of the voting members of the Board.
4. Any Committee member who fails to carry through in a timely manner on
assigned duties may be removed from office and the Board by a majority of
the voting members of the Committee.
Quorum:
Following constitutes a quorum for a meeting of the Executive Committee:
1. The President or Vice-President must be present.
2. The number of committee members present must represent a simple majority
of non-vacant offices.
Vote of the Board:
1. Except as expressly required by these Bylaws. The vote of the majority of the
voting members of the Committee in attendance at a committee meeting at
which a quorum is present shall be deemed an act of the Committee.
ARTICLE V. AMENDMENT OF BY LAWS
These bylaws may be altered, amended, or repealed by a majority vote of the
membership attending the annual conference.
1. Amendments to these bylaws shall be proposed in writing to the User
Group Executive Board by a special bylaws committee, or by an appointed
individual, or by a request signed by any (10) licensed users of ProfitKey.
2. The User Group board shall authorize the Secretary to submit proposed
amendments in writing to the entire membership at least eight weeks prior
to a meeting at which the amendments are to be voted upon or, if a mail
vote is to be solicited, at least ninety (90) days prior to the date on
which the votes are to be counted.
3. A majority vote by licensed ProfitKey Users shall be required for the adoption
of an amendment to these bylaws.
ARTICLE VI. PROHIBITION OF SHARING EARNINGS
This association is not organized nor is to be operated for pecuniary gains,
profits, or dividends to its members, and is organized solely for not for profit
purposes.
The property, assets, net income, profits of this association are irrevocably
dedicated tot the user group educational purposes, and no part of the profit or
net income shall ever be used to the benefit of any officer or member.
In the event of dissolution of this association by vote of three-fourths of the
membership, all remaining assets, real and personal, shall be transferred to the
United Way.
ARTICLE VII. PARLIAMENTARY AUTHORITY
Unless otherwise specified by the president, Robertss Rules of Order, Revised,
shall determine the conduct of business in all meetings of the Users Group and
of its committees, except where these rules would be inconsistent with these
bylaws.
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