BYLAWS OF PINELLAS IBM-PC USERS GROUP, INC.
dba TAMPA BAY COMPUTER SOCIETY

ARTICLE I – MEMBERS

Section 1. Qualification of Members

A member of the Corporation, hereinafter referred to as the Club, will be any individual who has paid the membership dues for the year, and has not been previously removed as a member of the Club (unless he/she has been reinstated as a member by the Board of Directors). Associate memberships will be issued for up to two persons residing at the same address per each Regular Membership, so long as they are Dependents of the Regular Member or Mates (Husband, Wife, Boyfriend, or Girlfriend) of the Regular Member. Associate members may not vote, but may attend SIGs and participate in membership drawings. Associate memberships expire concurrently with the main membership.

Section 2. Resignation or Removal

Any member of the Club may resign by submitting his or her resignation in writing to the Secretary. Any member of the Club may be removed as a member, with cause, at any meeting of the Board of Directors, by the vote of two-thirds of the Board, provided he or she has been given at least seven days’ notice of the meeting and its purpose.

Section 3. Monthly Meetings of Members

The general membership will meet at 6:45pm on the third Tuesday of each month. The December meeting will be held on the second Tuesday of the month to allow for the large number of people who might be out of town later in the month. The election of the Board of Directors and the Club Officers will occur at the December meeting. The monthly meetings are open to the public, but only paid-up members may vote or participate in membership drawings; non-members may, however, participate in 50/50, C-Can Drive, and merchandise drawings.

Section 4. Notice of Meetings of Members

A notice of each meeting of members will be posted on the Club's Internet home page and emailed to each person who has subscribed to the List Server, not less than two days before the date set for the meeting. Notice of any meeting of the members which will not take place at the usual place and time will be given verbally at the meeting prior to the change (e.g. at least one month in advance) and emailed no less than seven days prior to the changed meeting.

Section 5. Quorum

At any meeting of the members to which proper notice has been given (see Section 4 above), the number of members present will constitute a quorum for the transaction of business.

ARTICLE II - BOARD of DIRECTORS

Section 1. Number, Qualifications, and Election of Directors

1. Number
   The Board of Directors will be vested with the management of the Club, and will consist of nine members elected to staggered, two-year terms (five members one year, four members the next).
2. Qualifications
   Directors must be of legal age, and must be and remain Club Members in good standing during their entire term.
3. Election

   1. The current Board will appoint a Nominating Committee, which will consist of three Board members, who may or may not be running for re-election for the next year, and two Members. The Board will appoint one of the Committee’s members to be its chairman. The Nominating Committee will solicit, at the meetings, at the SIGs, and by private communication, members wishing to serve on the Board, and may inquire at that time about any Club Office the candidate would be willing and qualified to assume.

   2. The proposed slate of new Directors will be presented to the membership at the November general meeting, at which time nominations from the floor will be welcomed. Note: any member wishing to be a candidate must either be present when nominated, or must have delivered to the Club Secretary, in advance, written notice of his or her willingness to serve if elected. Nomination will be for one of the open seats on the Board, NOT for a specific position (as in the past, for seat B-1 or A-4).

   3. At the start of the December general meeting, each candidate for the Board will stand and be introduced to the membership, and asked to say a few words about their qualifications, their goals for the Club, etc.

   4. If there were no nominations from the floor at the November meeting, and the slate presented by the Nominating Committee represents the entire field of candidates, election will be by a show of hands, approving or disapproving the slate of candidates.

   5. If there are more candidates than there are Board positions available, election will be by secret ballot. Each member present, after showing a current membership card, will be given a ballot with the names of all the candidates; the names will be in alphabetical order, and there will be no indication on the ballot as to which candidates were nominated by the Board and which were nominated from the floor. The members will select from the ballot up to the number of seats available (e.g., with five seats open, a ballot with one to five names selected would be accepted, but one with six names selected would be discarded without being counted). The candidates receiving the most votes will win election to the open seats – e.g., if there are four Board positions up for election, the top four vote getters will get them.

   6. Immediately upon the election of the new Board, they (the new and returning Directors) will retire to an area removed from the general meeting and select from within their ranks the new Officers (see Article III, Section 1.B., below), who will then be announced to the membership.

4. Succession of Office
   A Director will hold office until his successor is elected (by the Members or by the Board – see Section 3 below).

Section 2. Meetings of Directors

The Board of Directors will hold its regular and its special meetings at the Resource Center. The regular meetings will occur at 6:30pm on the Wednesday preceding the monthly meeting of the members. The President or any two Directors may call a special meeting of the Board of Directors; the President will call a special meeting or meetings whenever requested in writing to do so by a majority of the members.

1. Notice
   No notice of regular Board meetings need be given. Notice of special meetings stating the time and place thereof will be given to each director in person, by telephone, or by mail (but NOT by email!), at least five days before the date on which the meeting is to be held. The meeting of the Board of Directors for the election of officers will be held without notice immediately after the election of the new Board and at the same place.
2. Quorum
   A majority of the entire Board will constitute a quorum at any regular or special meeting of the Board. Meetings are held in person; no Member of the Board may attend by means of electronic communication from another location. Likewise, no Director may vote at any Meeting of the Board by proxy, absentee ballot or assignment or delegation of his or her voting rights.
3. Voting
   The vote of the majority of a quorum of the Directors will be required in order to authorize action by the Board. Any action or motion approved by the majority of the Directors present at a Meeting of the Board at which a quorum is present will be the action of the Board. Each Director will have one vote.
4. Email Voting
   Any motion that could be made at a Meeting of the Board may be made via email; said motion will carry only if approved by a majority vote of the entire Board. Such motion will be appended to the minutes of a meeting of the Board.
5. Dissent
   A Director present at a Board Meeting at which action on any TBCS matter is taken shall be presumed to have assented to the action taken, unless his or her dissent is entered in the minutes of the Meeting. A Director who voted in favor of such action may not thereafter dissent.

Section 3. Vacancies

When, for any reason, the office of a director will become vacant, the remaining directors will by a majority vote elect a successor who will hold office for the remainder of his predecessor’s term.

Section 4. Resignation or Removal

1. Any director may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary, or by verbal notice at a meeting of the Board. Any such resignation will take effect upon its receipt by the Board of Directors.
2. The Board may vote to remove any Director who misses three Board meetings or three Regular meeting of the Members in a calendar year.
3. The members, at any regular meeting, and by a vote of 2/3 of the Members present, may remove from office any Director and elect his successor, provided said Director has been given at least seven days’ notice of the intended action.

Section 5. Compensation

Directors shall not receive compensation or expense reimbursement for attendance at any Board Meeting, nor a fixed sum for attendance at any Board Meeting, nor a stated salary as Director or Officer, or any combination of the foregoing. This prohibition shall not preclude any Director or Officer from serving the TBCS in any other capacity and receiving compensation therefore at no more than normal market rates. Although no salaries shall be paid to any Director of the TBCS, any Director may receive reimbursement for duly authorized expenses.

ARTICLE III - OFFICERS

Section 1. Election and Qualification

1. The Officers of the Club will consist of a President, a Vice President, a Secretary, and a Treasurer.
2. All Officers will be elected by the incoming Board of Directors, and from within said incoming Board, immediately after its election at the December general meeting.
3. The Board of Directors will have the authority to fill any vacancy in any office.
4. All Officers will hold office until their successors are elected.
5. If an Officer ceases to be a Director, he or she will also cease to be an Officer.

Section 2. President

The President will be the chief executive officer of the Club and will preside at all meetings of the Board of Directors, as well as at the monthly meetings of the Club. The President or Vice President will sign all written instruments of the Club. He will perform all the duties commonly incident to his office and will perform such other duties as the Board of Directors may designate.

Section 3. Vice-President

The Vice-President will perform the duties and have the powers of the President during the absence, sickness, or other disability of the President. In addition, he will perform such other duties and have such other powers as the Board of Directors may designate.

Section 4. Secretary

The Secretary will keep accurate minutes of all meetings of the Board of Directors and the regular meetings of the Members, will maintain the Membership records, and will perform all the duties commonly incident to the office, and will perform such other duties and have such other powers as the Board of Directors may designate. The Secretary will have charge of the Corporate Seal and will attest all written instruments of the Club executed by the President and affix the Corporate Seal thereto. The Secretary may appoint up to three assistants to handle funds, give receipts, and perform other administrative duties as needed.

Section 5. Treasurer

The Treasurer will have the care and custody of the money, funds, and bank accounts of the Club, and will have and exercise under the supervision of the Board of Directors all the powers and duties commonly incident to the office. The Treasurer will keep accurate accounts of the Club's transactions, which will be the permanent property of the Club, and may appoint up to three assistants to handle funds and give receipts.

Section 6. Resignation & Removal

1. Any Officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary, or by verbal notice at a meeting of the Board. Any such resignation will take effect upon its receipt by the Board.
2. The members, at any regular meeting, may, by vote of 2/3 of the members present, remove from office any Officer elected or appointed by the Board of Directors and elect or appoint his successor, provided said Officer has been given at least seven days’ notice of the intended action.
3. The Board of Directors by vote of not less than 2/3 of the entire Board may remove from office any Officer or agent elected or appointed by it.

Section 7. Records Turnover

Whenever an Officer or Director leaves office, such Officer or Director will, without demand, deliver to the Board, within three days of leaving office all records, data and other similar materials which are the property of TBCS, without any alteration, destruction, encryption, encoding or password protecting of such records. Further, they will remove all such records and/or copies thereof from all locations other than the Resource Center.

ARTICLE IV - SEAL

Section 1. Description of the Official Seal

The Corporate Seal of the Club will bear the words "TAMPA BAY COMPUTER SOCIETY" which will be between two concentric circles, and on the inside of the inner circle will be the letters "TBCS".

ARTICLE V - COPYRIGHTS

Section 1. Suspension of Certain Membership Privileges

The Club does not condone the violation of copyright laws. Violation of copyright laws at the meetings, at the Resource Center, or in the conduct of Club business will be grounds for the Board of Directors to suspend all membership privileges or revoke the membership altogether. This power to suspend or revoke membership has been reserved in order to protect the Club from possible legal liability to any party.

Section 2. Reinstatement of Lost Privileges

The Board of Directors may reinstate a member's lost privileges upon either:

1. Affirmative proof no copyright violation occurred, or
2. An agreement between the copyright owners and the suspended member, which releases the copyright owners' rights to sue the Club, its Officers, and its Directors for damages, AND restitution by the suspended member of ALL the expenses incurred by the Club, its Officers, and Directors to investigate and defend any potential or actual copyright infringement lawsuit that has occurred as a result of the suspended member's actions. Copyright as used in this article will be defined to also include Patent rights.

ARTICLE VI - AMENDMENTS

Section 1. Method of Amendment or Change

These Bylaws may be amended or repealed and additional Bylaws added or adopted by a majority vote of the members at any meeting of the members for which one-month notice of a proposed bylaw change has been given.