BYLAWS: NAPLES MACFRIEND USER GROUP.
As amended on November 19, 2007
1.0. Article 1--Name, Organizational Status, and Location
1.1. Name: The name of the organization shall be Naples MacFriends Users Group (abbreviated to Naples MUG or NMUG). Wherever the word "organization" is used herein, it shall be understood to mean Naples MUG.
1.2 Organizational Status: Naples MUG is organized as a nonprofit unincorporated organization.
1.3 Location: Unless otherwise determined by the Board of Directors, the organizationŐs main headquarters shall be the home of the President. Dues and membership applications shall be mailed to the Treasurer. All other correspondence shall be directed to the Secretary.
1.4 Fiscal year: The fiscal year of the organization is the calendar year: January 1 to December 31.
2.0. Article 2--Mission, Purpose and Limitations
2.1 Mission: The mission of the Naples MUG is to enhance and promote effective use of Macintosh computers by its members through increasing their computer knowledge and skills and by providing means for member to member support in learning, choosing, using and maintaining their computer systems.
2.2 Purposes: The purposes of the organization are:
a) To promote good fellowship and voluntary cooperation among all members of the organization in an environment that encourages active volunteer participation.
b) To maintain financial stability for the organization in support of its educational activities by means of fees and donations, and judicious procurements.
c) To support and expand its membership and membership activities by utilizing state of the art computer communications technologies.
d) To promote the formation of special interest groups (SIGs) to pursue specific areas of user interest in Macintosh computer technology and applications.
e) To represent the membership as a group and promote the best interests and common good of the membership and the organization.
2.3 Limitations: The following limitations apply to the organizational activities:
Naples MUG is an all volunteer organization. Hence, volunteer participation shall be a determining factor in the functioning of the organization. Active contributions of time and effort on the part of each member is essential to the organizationŐs existence.
3.0. Article 3--Board of Directors
3.1 General Governance: The organization shall be governed by its Board of Directors. Wherever the word "Board" is used herein, it shall be understood to mean the Board of Directors of the Naples MUG organization. Members of the Board shall be elected by the organizationŐs membership.
3.2 Powers of the Board: The Board shall have the power to manage all affairs of the organization and to make all contracts necessary for the proper transaction of its business. In addition the Board
a) Shall have entire jurisdiction over all matters pertaining to the conduct, control, supervision and management of the organization and its property and finances and all appropriations for the expenditure of organization funds shall be made by it.
b) Shall have the power and the duty to initiate, organize and otherwise undertake actions to ensure that the organizationŐs activities remain focused on its stated mission and purposes and that the organization remains current with evolving computing technologies, applications and practices.
c) May censure, discipline, recall, suspend or expel officers or members.
d) Shall have unrestricted access to all records of the organization.
3.3 Handbook of Policies and Procedures: The Board shall articulate policies procedures in a written Naples MUG Handbook of Policies and Procedures (abbreviated: Handbook). The Handbook shall provide for categories of membership, policies and procedures for membership applications, fee structure and dues administration, job descriptions for officers and directors, a Code of Ethics, conduct of elections and voting procedures, acquisition of equipment, editorial and publishing policy of the MacFriends Report, and any such other matters as deemed necessary by the Board for the smooth and efficient administration and conduct of affairs of the organization.
a) Approval of the original provisions of the Handbook and of the Code of Ethics as well as changes and additions to same, shall require a two-thirds (2/3Ős) vote of the entire Board.
b) The handbook shall be available to any member (e.g posted on web site) and, the membership shall be informed at or before the next monthly meeting by the Board if and when it approved changes to the Handbook.
c) In case of conflict or ambiguity, the Bylaws will prevail over the Handbook and Code of Ethics.
3.4 Additional Reponsibilities of the Board: In addition, the Board:
a) Shall be responsible for the enforcement of the Bylaws; in that respect the Board shall act promptly if/when/as required by the Naples MUG Bylaws.
b) Shall provide guidance to the President ,when requested, in matters related to the Bylaws or policies and rules of the organization.
c) Shall oversee the activities of the Executive Committee.
d) Shall propose provisions to amend the Bylaws, on a timely basis.
e) Shall take any other steps deemed necessary for keeping the organizationŐs activities focused on the stated mission and purposes.
f) Shall, prior to the Annual meeting, approve a budget for the new fiscal year and present the following budgetary items at the Annual meeting for the information of the membership: total income, total expenditures, as well as dues structure and officerŐs reimbursement limits if changed from the previous year, plus at the BoardŐs discretion, any other items considered appropriate.
g) In addition, each member of the Board is anticipated to make a reasonable effort to attend each Board meeting and in no case be absent from more than one of three consecutive meetings.
3.5 Composition of the Board: The Board shall consist of the four elected officers and three elected directors. The immediate past president may be invited to sit as an advisor for a maximum of 30 days following election. Eligibility and the nomination and election process shall be governed by Article 7 of these Bylaws.
3.6 Quorum: For the conduct of business, a majority of the Board shall constitute a quorum. Decisions of the Board shall be made by majority vote of those present at a Board meeting. Any member of the Board may request, and the Board may approve to conduct certain votes by e-mail. In such situations decisions of the Board shall require majority of the entire Board and a major effort shall be made to reach all Board members eligible to cast such vote. The action and the result of the e-mail vote shall be reported in the minutes of the next Board meeting.
4.0. Article 4--Membership
4.1. Definition: Membership shall be comprised of persons having an interest in the use of Macintosh computers and/or computer education. Any person, regardless of age, color, sex, religion, political view or origin of birth shall be eligible for admission to membership in the organization.
a) A member in good standing is a person who has paid current dues and whose membership has not been terminated.
b) Categories of membership shall be defined by the Board, but under no circumstances shall categories differentiate on the basis of age, color, sex, religion, political view or origin of birth, nor shall membership categories be based on level of knowledge or experience.
4.2 MembersŐ Rights and Responsibilities: The foundation of the Naples MUG is predicated on volunteer services by its members. All members have equal rights and responsibility to contribute to the organizationŐs activities in a manner consistent with their technical, organizational and general abilities.
a) All members in good standing have the right to:
(i) Vote on matters presented by the Board to the membership for voting in accordance with these Bylaws.
(ii) Attend all Naples MUG membership meetings, participate in discussions groups, request copy of the approved minutes of the Board meetings, access the organizationŐs website and receive all publications of the Report (Article 6).
(iii) Be nominated for elections in the organization, provided they meet the eligibility criteria.
(iv) Present proposals to the Board.
b) Each member shall be given a unique member number in accordance with the memberŐs membership category. Unless the membership category is explicitly defined as Ňnonvoting membershipÓ, voting shall be alloted on the basis of one vote per member number. (Example: Household Membership category = one member number = one vote per household).
c) Membership is deemed a personal privilege and is not subject to sale, transfer, assignment or inheritance, except for another member within a household membership in good standing.
d) All members shall have the right to the privacy of their records kept by the organization. No list of members with their addresses, telephone number or other private data shall be sold, given or used for other than NaplesMUG purposes, unless otherwise required by law.
e) No members shall become vested of any right or title to or interest in any property of the organization except as provided by law.
f) No member shall undertake any action, make any commitments to third parties in the name of the organization or make any statements which may be construed as the organization's official position on any matter unless such action is approved in advance by the president or by the Board. (Also see Article 8).
g) Members may be afforded such other rights, privileges, duties and responsibilities, including but not limited to a Code of Ethics, as may be determined by the Board.
h) No member of the organization, officer, or director, shall receive any salary, compensation, or emolument from the organization either directly or indirectly.
4.3 Membership Applications, Dues and Termination:
Processes for Applications, Termination and Dues, other than those specified in these Bylaws, shall be determined by the Board.
a) A unique member number shall be assigned upon payment of dues and will remain while the member continues in good standing.
b) Dues shall be levied annually. Change to the fee structure (dues) may be defined annually by the Board of Directors.
c) Membership may be terminated by a member who submits a letter of resignation or, by the organization for nonpayment of dues or, in the case of expulsion.
d) Members may be expelled for improper conduct as determined by the Board of Directors. In the case of a proposed expulsion:
(i) Any member given notice of an intent to expel has the right to appear before the Board to be heard.
(ii) Each Notice To Expel shall be written and will include the hearing day, time and location. Such notice will be signed and prepared by the organizationŐs Secretary.
(iii) A two thirds (2/3's) vote of the entire Board is required for expulsion.
e) No member is entitled to any dues refund upon severing connection with the organization regardless of cause.
5.0. Article 5--Management of the Organization: Officers, Directors and Appointees
5.1 Officers: The officers of the organization shall be a President, Vice-president, Treasurer and Secretary, all of whom shall be elected by the membership annually at the Annual meeting, except as modified by Chapter 5.10 Each term shall begin immediately following the election.
5.2 Directors: Directors shall be elected for a term of three years in a staggered manner, such that one director position will be open for election each year at the Annual meeting, except as modified by Chapter 5.10. Each term shall begin immediately following the election.
5.3 Eligibility for Elective Office: Except as limited below, members in good standing shall have the right to be nominated for elective office and to serve, if elected.
a) Nominees for President and Treasurer must be members in good standing for at least 12 months to be eligible to run for the position.
b)
There shall be a limit of three consecutive terms for the same officer
position. However, this term limitation may be waived on a year-to-year basis
for a specific Officer position upon the recommendation of the Nominating
Committee and the Unanimous approval of the non-executive Directors.
There shall be a limit of 2 consecutive terms for any non-executive Director position.
5.4 Assistant Officers: Each member of the Executive Committee may appoint an assistant officer with the approval of the President. Such person serves at the pleasure of the appointing officer and may be removed by the appointing officer after informing the Board of Directors. Assistant officers may attend Board meetings, or parts there of, at the invitation of the appointing officer, with the approval of the President, but may not vote.
5.5 Continuity of Operations: Naples MUG operates in an environment of significant seasonal variations in the local presence of its members. To assure continuity of operations for the entire year the following criteria are implemented to avoid effects of anticipated absences from the SW FL area:
a) In case of anticipated absence(s) beyond 2 weeks the Treasurer and the Secretary shall, respectively, appoint an Assistant Officer to perform their responsibilities.
b) The Nominating Committee (Section 7.1 below) shall restrict its suite of nominated candidates for President and Vice-President to combinations that assures Club coverage for anticipated absences of the President for over 2 weeks.
5.6 Executive Committee: The Executive Committee of the Board of Directors shall consist of the President, Vice-president, Treasurer and Secretary. Among its duties and responsibilities, the Executive Committee shall, but not be limited to:
a) Manage and facilitate the general operations of the organization.
b) Shall be responsible for maintaining and preserving the records of the organization as required, including, but not restricted to, all financial records and the minutes for the Board meetings and Membership meetings at which business is conducted for a period of 3 years.
c) Implement procedures as required by these Bylaws and by the Handbook.
d) Prepare and present on a timely basis (para. 3.4-f) an annual budget for the approval of the Board.
e) Plan, budget and execute procurements for the best interests of the membership.
f) Develop meeting and class programs and secure suitable facilities and equipment for the organizationŐs educational as well as business meetings.
g) Encourage and facilitate the use of new methods of communications for the organizationŐs eductional and member-to-member support activities.
h) Organize and implement the publication of the Report.
i) Protect the integrity and security of proprietary information of the organization, such as but not limited to, membership and budgetary records.
5.7 Appointees: The President shall appoint volunteer members to lead certain support functions as determined by the Board of Directors. Presidential appointees serve for a term no greater than the tenure of the President, at the pleasure of the President and may be removed by the President after informing the Board of Directors.
5.8 Agreement to Code of Ethics: Adherence to the Code of Ethics shall be agreed upon by each officer, director, and appointee at the time of election or appointment prior to assumption of the position.
5.9 Prohibition Against Self Promotion: No officer, director, appointee, coordinator, librarian, newsletter editor or any other person holding any leadership or staff position either temporarily or permanently shall use his/her position to directly or indirectly promote his/her own business or that of any family member or affiliate's business.
5.10 Vacancies, Resignations and Removals:
a) Vacancies: In the event of a vacancy created by the removal, disability, death, or resignation of any of the elected officers or directors, the Board of Directors shall appoint an officer or director to serve the unexpired term.
(i) However, in the case of a vacancy of a non-officer director whose remaining term is greater than 12 months, the Board of Directors shall appoint a director to serve until the next Annual meeting. At such Annual meeting, the membership shall then elect a director (who may or may not be the appointed director) to serve the balance of the unexpired term.
(ii) In case of an emergency, the President shall have the power to make an interim appointment until the next regular or special meeting of the Board of Directors.
(iii) In the case of the vacancy of the President, that position will be filled automatically by the Vice President However if the Vice-President is unable or unwilling to serve, the Board of Directors may appoint another elected officer to the Presidency.
b) Removal: Any officer, director or appointee may be removed for cause by a simple majority of the membership attending the membership meeting. Voting may also be conducted by means available on the Internet. The quorum for such vote shall be thirty percent (30%) of the membership.
c) Resignation: Any director or officer may resign at any time by giving written notice to the Board of Directors. Appointees serve at the discretion of the officer making the appointment; their removal or acceptance of their resignation as well as replacement, will be undertaken by the appointing authority consistent with these Bylaws.
6.0. Article 6--Meetings and Communications
6.1 Membership Meetings: General membership meetings shall be held each month, except July and August. The January membership meeting shall be the Annual meeting of the organization.
a) Additionally, special membership meetings may be called with a minimum of two weeks notice at any time by the President upon his own initiative or upon request of any member of the Board of Directors for the transaction of only such business as stated in the call of the meeting.
b) For cause, as determined by the Board, the Board may establish a different date for the election of officers and directors, provided such date is not more than one (1) month before or after the date specified for the Annual meeting.
6.2 Conduct of Meetings: Membership meetings may be conducted as determined by the Board of Directors. They shall, however, comply with the following requirements:
a) Members shall be given at least five (5) days notice prior to any meeting where the election or nomination of officers or directors shall take place.
b) Except where specified to the contrary in these Bylaws, thirty percent (30%) of those entitled to vote, represented in person, by proxy, or voting by means available on the Internet, shall constitute a quorum for all membership meetings at which business is being conducted. Only meetings at which business is conducted require a quorum.
c) The Board of Directors may decide to conduct certain votes using the Internet. In such situations a major effort shall be made to reach all those eligible to cast such vote. The action and result of such vote shall be reported in the minutes of the next membership meeting.
d) Unless in conflict with these Bylaws, all Board and membership meetings of the organization shall be conducted according to the current edition of Robert's Rules of Order (Revised).
6.3 Communications. Communications in many different forms, is the primary tool of the organization in fulfilling its mission and purposes. Therefore, effective communications within the membership, utilizing applicable state of the art computer and computer communication technologies shall be promoted and facilitated by the organization.
a) The organization shall have a regular, written, communication media, named ŇThe MacFriends ReportÓ(abbreviated: Report). The ReportŐs main purpose shall be to publish member to member educational material, with its content largely dependent on the efforts of members or other expert volunteers.
(i) The Board of Directors shall determine the editorial and publishing policy for the Report, as well as the means, methods, media, frequency, method of publishing and distribution and may specify any other determining characteristics of the Report, unless restricted by these Bylaws.
b) Other forms of communication. Computer communications for educational and member-to-member support are central to the organizationŐs success. Hence, ongoing experimentation with leading edge computer communications technologies, aimed at constantly improving our communications methods, shall be encouraged and judiciously supported.
7.0. Article 7--Nominations and Elections
7.1 Nomination of Officers and Directors:
a) Each year the formation of a nominating committee of three (3) members shall be announced by the President at the November montly meeting.
b) To form the Nominating Committee one member shall be selected by the President; one member shall be selected by the Directors; and one member shall be selected from the membership via a process defined by the Board. The first meeting of the nominating committee shall be called by the member nominated by the President. The committee shall elect its own Chairperson.
c) The nominating committee shall present to the membership a slate of nominees for the offices of President, Vice-President, Treasurer, Secretary and Director(s) at the membership meeting in the month prior to the Annual meeting. Additional candidates may be nominated from the floor at this meeting, including self-nominations. However, the member making the nomination must confirm that the individual nominated has agreed to serve, if elected, and that he/she satisfies any eligibility requirements which are pertinent to the office for which he/she is being nominated.
d) The Secretary will construct the Ballot based upon the Nominating Committee slate and other proper nominations made at this meeting
e) Where the Board has determined that the election shall include an Internet based voting process, members may vote for other than the ballot names by write-in during the Internet based voting process. However, the member making the write-in must confirm that the individual to be nominated has agreed to serve, if elected, and that he/she satisfies any eligibility requirements which are pertinent to the office for which he/she is being nominated.
7.2
Election of Officers and Directors: Voting for Officers and Directors
shall take place at the Annual meeting with the election being
supervised by the Secretary, or in the absence of the Secretary, the assistant
secretary.
a) Internet based absentee voting: An Internet based absentee voting process, concluded no later than the day preceding that Annual meeting, may, at the option of the Board of Directors, be part of the election process. The absentee ballotting process shall be defined by the Board in a manner that will allow due time for the membership to receive, consider and respond to the nominating committeeŐs report via the Internet.
b) Quorum: Thirty percent (30%) of the members entitled to vote, represented in person, by proxy or voting by means made available on the Internet, shall constitute a quorum for all elections. In the absence of a quorum, elections shall be postponed until the next scheduled membership meeting.
c) Majority needed for Election: A nominee shall be elected by a majority of those voting. Where there is a single nominee for a position, the person so nominated shall be deemed to be elected. If, however, there are more than two persons nominated for a position, and no nominee secures a majority of the votes cast, a runoff election shall immediately be held with the two nominees who received the most votes. For the purposes of such runoff election, the quorum shall be those present at the meeting.
d) Votes cast by the membership shall be confidential documents and treated as such by those counting the ballots.
8.0. Article 8--Expenses and Reimbursements
8.1 Approval: All expenses paid on the behalf of the organization must get specific prior approval by the Board prior to being committed. However, for the effective and efficient operation of the organization the Board may pre-approve certain categories of expenses to be incurred by the officers, appointees, or by members as defined below.
8.2 Pre-approvals: All pre-approved expenses incurred under the authority granted in this article (Article 8):
i) shall be reported to the Treasurer as soon as possible for reporting by the Treasurer at the next Board meeting.
ii) shall be within limits set by the Board as defined in para 8.3.
a) Officers shall be considered pre-approved up to limits set by the Board, specific to each Officer position.
b) In addition, Officers, Appointees and certain members may be pre-approved by the Board to a reasonable limit if they are performing routine tasks for the organization requiring payments (such as, but not limited to, newsletter publication and distribution, library activities, mailing).
c) An officer may pre-approve in writing (including by e-mail) any member, however any such approval must be within, and shall be considered part of the officerŐs pre-approved limit.
8.3 Pre-approval limits:
a) Changes to the limits for pre-approvals may be proposed annually by the Board of Directors.
b) Limits shall deemed to be defined as cumulative to each individual, with the full limit automatically reinstated by the Board once all his/her prior expenditures have been approved.
8.4 Reimbursement: Out of pocket expenses shall be reimbursed, if they meet the appoval (including pre-approval) criteria in this Article (Article 8).
9.0. Article 9--Dissolution
9.1 Dissolution: In the event of dissolution of the organization, the Board of Directors shall, after paying or making provision for paying all liabilities, dispose of the assets of the organization by donating all monies, and property, to the Collier County Public Library, Naples Branch located at 650 Central Avenue.
10.0. Article 10--Indemnification
10.1 Right to Indemnification: To the fullest extent permitted by Florida law, the organization shall indemnify and hold harmless every appointee, director and officer of the organization against all expenses and liabilities, including attorney fees, actually and reasonably incurred by or imposed on him/her in connection with any legal proceeding (or settlement or appeal of such proceeding) to which he/she may be a party because of his/her being or having been a director or an officer of the organization.
10.2 Limitations: The foregoing right of indemnification shall not be available if
a) willful misconduct or conscious disregard for the best interests of the organization, in a proceeding by or in the organization to procure a judgment in its favor, or
b) violation of criminal law, unless the director or officer had no reasonable cause to believe his/her action was unlawful or had reasonable cause to believe his/her action was lawful, or
c) a transaction from which the director or officer derived an improper personal benefit.
10.3
In the event of a settlement, the right to indemnification shall not apply
unless the Board of Directors approves such settlement as being in
the best interests of the organization.
10.4 The foregoing Rights of Indemnification shall be in addition to and not exclusive of all rights to which the director or officer may be entitled.
11.0. Article 11--Changes and Effective Date
11.1 These Bylaws may be amended by the two-thirds (2/3's) vote of the members of the organization voting at a general membership meeting in person or vote by e-mail. The text of the amendment and ballots shall be posted on the Internet so as to be available to all members at least 3 weeks prior to the meeting where it will be considered.
11.2 The effective date of the revised bylaws shall be immediate upon proper approval.
Article 5.3 amended at
Monthly meeting : November 19, 2007
Bylaws redrafted and re-approved January 17, 2005 at Member Annual Meeting
Bylaws amended at meeting: January 19, 1998
Proposed Bylaw revision provided to members by special mailing December 15, 1997
Bylaws amended at meeting: October 9, 1994
Bylaws adopted at meeting: April 10, 1994
Bylaws submitted to membership at meeting on April 10, 1994
Bylaws presented to
membership via newsletter mailed March 3, 1994