BYLAWS
of PINELLAS IBM‑PC USERS GROUP INC.
ARTICLE
1‑ DEFINITIONS
1.1.
General Definitions.
Whenever used in these Bylaws, the following terms shall have the meanings
hereinafter set forth, unless otherwise expressly stated:
1.1.1. "Articles of Incorporation"
shall mean the Articles of incorporation for the TBCS, as they exist as of this
date and as they may be amended from time to time.
1.1.2. "Bits & Bytes" shall mean
the official publication of the TBCS. In the event the official publication
shall be renamed for any reason, then any reference herein to "Bits &
Bytes" shall be deemed to be a reference to the then current official
publication of the TBCS.
1.1.3. "Board" shall mean the Board
of Directors of the TBCS.
1.1.5. "Bylaws" shall mean these
Bylaws.
1.1.6. "Member" shall mean all
members, regardless of their classification as set forth in Article 3 of the
Bylaws.
1.1.7. "SIG" shall mean Special
Interest Group.
1.1.8. "Special Interest Group" shall
mean any group established, from time to time, by the Board of Directors or the
President for the specific purpose of study of and instruction on a particular
specialized area of computer science or use, such as, but not limited to, the
use of a particular form of applications software.
1.1.9. "TBCS" shall mean, jointly and
severally, the PINELLAS IBM‑PC USERS GROUP, INC. and, if currently in
effect, its registered fictitious name of "Tampa Bay Computer
Society".
1.1.10. "Voting Members" shall mean
all Regular Members, all Associate Members and all designated Voting Members of
Business Members.
1.2. Number and Gender. As used in the Bylaws, the singular
shall include the plural and any gender reference shall apply to all genders
unless a contrary intention is specifically stated.
ARTICLE
2 ‑ PURPOSE
2.1. General. The purposes of the TBCS shall be to
develop, encourage and stimulate interest in personal computers and their use
and to promote the cultivation of and free exchange of information among its
Members and other persons with an interest in computer use and science, all in
a manner consistent with the Articles of Incorporation.
2.2. Certain Disbursements Prohibited.
The TBCS is organized
and operated exclusively for the above named purposes and no part of any net
earnings shall inure to the benefit of any Member, Director or Officer, except
as otherwise specifically set forth in Sections 4.16, 5.7 and 10.4 (and sub‑sections
thereof) of the Bylaws.
ARTICLE
3 ‑ MEMBERS
3.1. Membership. Membership in the TBCS shall be
established in the classes and manners hereinafter set forth in this Article.
The membership of any Member may be terminated, for good cause, by the
affirmative vote of an absolute majority of the Board at any Regular or Special
Meeting of the Board; provided, however, that prior written notice of the
Board's intention to vote on such termination and the date, time and place such
Meeting is to be held, shall be mailed, by certified mail (return receipt
requested), to such Member at their last address of record with the TBCS not
less than seven (7) days prior to the date of the Meeting at which such vote is
to be taken. Such Member shall have the right to attend such Meeting and to
address the Board for a reasonable amount of time as determined by the
Chairperson of that Meeting
3.2. Regular Member. A Regular Member shall be any natural
person who has duly made written application for membership on the form
prescribed by the Board, has had that application accepted by the Board or its
Membership Committee and has paid, in full, such dues as may be required by the
Board at the time of such membership application.
3.3. Business Member. A Business Member shall be any
artificial person or entity which has duly made written application for
membership on the form prescribed by the Board, has had that application
accepted by the Board or its Membership Committee and has paid, in full, such
dues as may be required by the Board at the time of such membership
application. A Business Member shall, at the time of its application for
membership, designate, in writing, one (1) natural person to act on its behalf
as its Voting Member. Such designation may be changed, from time to time, by
written notice made by a duly authorized representative of the Business Member
and delivered to the Secretary of the TBCS. Any such change shall not become
effective for voting or proxy purposes until forty‑five (45) days after
receipt of said notice by the Secretary. Any such change shall not become
effective for voting purposes until said notice has been received and posted by
the Secretary.
3.4. Associate Member. An Associate Member shall be any natural
person residing in the same household as a Regular Member and who has duly made
written application for membership on the form prescribed by the Board, has had
that application accepted by the Board or its Membership Committee and has
paid, in full, such dues as may be required by the Board at the time of such
membership application. Associate Members shall not be entitled to receive a
copy of the "Bits & Bytes".
3.5. Honorary Member. The Board may, from time to time, confer
upon any natural or artificial person an Honorary Membership. An Honorary
Member shall have all the same rights and privileges as an Associate Member
except that an Honorary Member shall not be required to pay any dues, shall not
have any voting rights and may, at the pleasure of the Board, be sent copies of
the "Bits & Bytes". Honorary Members shall not be considered for
purposes of determining a quorum.
3.6. Delinquent Member. Any Member who becomes delinquent in the
payment of any outstanding dues by the date when such dues are finally due
shall, as of such date, be automatically deemed to be a Delinquent Member and
removed from the active membership roll of the TBCS. A Delinquent Member shall
have no further rights or privileges of membership, including, but not limited
to, voting and receipt of the "Bits & Bytes". Delinquent Members
shall not be considered for purposes of determining a quorum.
ARTICLE
4 ‑ BOARD OF DIRECTORS
4.1. Establishment, Number and Classes. The management of all the affairs,
property and interest of the TBCS shall be vested in the Board, consisting of
nine (9) Voting Members, which shall be divided into two (2) Classes, being
Class A and Class B. There shall be five (5) Class A Directors and four (4)
Class B Directors. Each Director position for each Class shall be designated by
a unique number, thus resulting in a unique designation for each Director. (By
way of example, there would be a Director A1, A‑2, etc. and Director B‑1,
B‑2, etc.) Directors shall be elected by the Voting Members at such times
and for such respective terms as hereinafter set forth. Every Director shall
hold office until their successors is elected and qualify, or that Director
resigns, dies or is removed. Directors must be residents of the State of
Florida and shall be at least twenty‑one (21) years of age. In addition
to the powers and authorities expressly conferred upon it by law, by the Bylaws
and by the Articles of Incorporation, the Board may exercise all such powers of
the TBCS and do all such lawful acts and things as are not by law or by the
Articles of Incorporation or by these Bylaws directed or required to be
exercised or done solely by the Members There shall be no outside Officers or
Directors of the TBCS. All Officers and Directors are required to be and to
remain a Voting Member in good standing during their entire term.
4.2. Nomination
Procedure. Candidates
for election to any Director position shall be nominated as follows:
4.2.1. Nominating Committee. The Board shall, during the month of
September of each year, appoint a Nominating Committee composed of three (3)
Directors and two (2) Voting Members who are not Directors. Such Committee
Members may not include the President (except as an ex officio Member) or any
person who will be a candidate for any office in the election for which such
Committee makes nominations. In addition to said five (5) Members, the
President shall be an ex officio, non‑voting Member of the Nominating
Committee. The President shall simultaneously designate one (1) of such
appointees to be the Chairperson of the Nominating Committee. The Nominating
Committee shall meet within ten (10) days of its appointment and shall create a
slate of candidates for the Director positions that are to be filled at the
next regular election of Directors. The
slate of candidates shall have only one (1) candidate for each vacancy. Each
candidate so proposed shall be designated with both a Class designation (i.e.,
A or B) and a Class number designation (i.e., 1, 2, 3, 4 or 5). The Nominating
Committee shall obtain the written consent of each proposed candidate to have
his or her name placed in nomination. If any proposed nominee refuses to grant
such written permission within two (2) days of the request therefor, the
Nominating Committee shall forthwith select an alternate candidate under the
same procedures. The Chairperson shall provide the Secretary with a written
list of proposed and accepted candidates together with their written
acceptances, all of which shall be placed in the records of the TBCS. The slate
of candidates created in this manner shall be published in the November issue
of the "Bits & Bytes". This listing may include a brief resume
about and a brief statement by the respective candidates.
4.2.2. Nominations by Voting Members.
Additional nominations for any specific Director position may be made at
the Annual Meeting prior to the election of Directors by any Voting Member in
attendance at the Annual Meeting. If the proposed candidate is not in
attendance at said Annual Meeting, his or her nominator shall present to the
Chairperson of the Nominating Committee, concurrently with making such
nomination, a written statement from the proposed candidate signifying his or
her willingness to be a candidate.
4.2.3. Other Matters. No person may be a candidate for more
than one (1) Director position for any given election. Nominations for election
as a Director cannot be made in any other manner except as set forth in
Sections 4.2.1. and 4.2.2. above.
4.3. Election of Directors. Directors shall be elected for the
appropriate Class of Directors at the Annual Meeting of the Members immediately
preceding the expiration of that Class of Directors' current term. New
Directors shall be elected prior to the election of any new Officers.
4.4. Terms for Director
Classes.
4.4.1. Class A Term. The term of office for all current Class
A Directors shall end on January 1, 2000. Thereafter, the term of office for
all Class A shall be for two (2) calendar years, commencing January 1, 2000.
4.4.2. Class B Term. The term of off ice for all current
Class B Directors shall end on January 1, 1999. Thereafter, the term of off ice
for all Class B shall be for two (2) calendar years, commencing January 1,
1999.
4.5. Regular Meetings of the Board. A Regular Meeting of the Board shall be
held once per calendar month at a date, time and place within Pinellas County,
Florida as shall be determined, from time to time, by the Board. The Board may,
from time to time, change the date for the Regular Meeting of the Board for any
given month's Meeting provided prior notice of such date change is published in
the "Bits & Bytes" prior to said Meeting. By resolution, the
Board may provide the dates, times and places for holding additional Regular
Meetings without other notice than such resolution.
4.6. Special Meetings of the Board. Special Meetings of the Board may be
called by or at the request of the President or any two (2) Directors or upon
the request, in writing, of not less than ten (110) percent of the Voting
Members. The person or persons authorized to call Special Meetings may fix any
place within Pinellas County, Florida as the place for holding any Special
Meeting of the Board called by them, but in no event shall such Meeting be set
for a date sooner than three (3) days from the date of notice of said Meeting.
If so stated in the notice for the Special Meeting, no other business except
that set forth in the notice may be conducted at that Special Meeting.
4.7. Notice of Meetings. No written notice shall be required for
the monthly Regular Meeting of the Board. Written notice of each Special
Meeting of the Board shall be delivered personally or telegraphed, telecopied,
telecommunicated or e‑mailed to each Director at his or her address of
record with the TBCS at least three (3) days before the Meeting. If such notice
is mailed, it shall be deemed to be delivered when deposited in the United
States mail properly addressed, with postage prepaid. Any Director may waive
notice of any Meeting. The attendance of a Director at a Meeting shall
constitute a waiver of notice of such Meeting, except where a Director attends a
Meeting for the express purpose of objecting to the transaction of any business
because the Meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of any Regular or Special Meeting of the
Board, need be specified in the notice or waiver of notice of such Meeting.
4.8. Quorum. A majority of Directors shall constitute
a quorum for the transaction of business at any Board Meeting but, if less than
such majority be present at a Meeting, a majority of the Directors present may
adjourn the Meeting from time to time without further notice. Members of the
Board or any Committee appointed by the President or the Board may
participate in a Board Meeting or Committee Meeting by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the Meeting can receive communication from each other at the
same time, and participation by such means shall constitute presence in person
at a Meeting.
4.9. Manner of Acting Voting; Proxies
Prohibited. Any act
or motion approved by the majority of the Directors present at a Meeting of the
Board at which a quorum is present shall be the act of the Board. Each Director
shall have one (1) vote. No Director may vote at any Meeting of the Board by
proxy, absentee ballot or assignment or delegation of his or her voting rights.
4.10. Presumption of Assent. 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, or he or she files his or her written dissent to such action with the
person acting as the Secretary of the Meeting before the adjournment thereof or
he or she forwards such dissent by certified mail, return receipt requested, to
the Secretary within seventy‑two (72) hours after the adjournment of the
Meeting. A Director who voted in favor of such action may not thereafter
dissent,
4.11. Action Taken by Directors Without a
Meeting. Any action
required or permitted to be taken at a Meeting of the Board may be taken
without a Meeting if a written consent setting forth the action to be taken is
signed by each of the Directors. Any such written consent shall be inserted in
the minute book as if it were the minutes of a Board Meeting.
4.12.Vacancies. Any vacancy occurring on the Board shall
be filled by a nomination by the President and an approval thereof by a
majority of the Board attending any Regular or Special Board Meeting. A
Director appointed to fill a vacancy shall be deemed appointed for the
remainder of the unexpired term of his or her predecessor in office.
4.13. Resignation. If a Director resigns, such resignation
shall constitute an automatic resignation of any position as an Officer which
that Director may hold in the TBCS.
4.14. Removal. Any Director may be removed from office,
with good cause, by either of the following procedures:
4.14.1. By the Board. Any Director may be removed from office,
for good cause, by the affirmative vote of an absolute majority of the Board at
any Regular or Special Meeting of the Board; provided, however, that prior
written notice of the Board's intention to vote on such removal and the date,
lime and place such Meeting is to be held, shall be mailed, by certified mail
(return receipt requested), to such Director at their last address of record
with the TBCS not less than seven (7) days prior to the date of the Meeting at
which such vote is to be taken. Such Director shall have the right to attend
such Meeting and to address the Board for a reasonable amount of time as
determined by the Chairperson of that Meeting. If the Director so removed is
also an Officer of the TBCS, removal as a Director shall also automatically act
as a removal from that Officer position without further action of the Board
being required.
4.14.2. By Voting Member. At any Regular Members Meeting, or at a
Special Members Meeting called expressly for that purpose, or a ballot procedure
established expressly for that purpose, by a vote of an absolute majority of a
quorum of the Voting Members at such Meeting.
4.14.3. For Absences. Any Director who shall be absent, with
or without cause, from either three (3) Regular Meetings of the Board or from
three (3) Regular Meetings of Members during any calendar year may be removed
from that office by a majority vote of the Board present at any Regular or
Special Meeting of the Board. Notice of
such removal shall be placed in the minutes of the Board.
4.15. Effect of Removal,
Etc. If a Director
is removed from office pursuant to Section 4.14, resigns, or dies, such
removal, resignation or death will, if they are also an Officer, also be an
automatic removal from their position as an Officer of the TBCS.
4.16. 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 therefor 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
5 ‑ OFFICERS
5.1. Regular Officers. The Regular Officers of the TBCS shall
be a President, a Vice President, a Secretary, and a Treasurer. Regular
Officers shall be elected by the Voting Members at the Annual Meeting of the
Members. Such elections of Regular Officers shall be held immediately after the
election of the Directors who are to be elected at that Annual Meeting.
Eligible candidates for election as Regular Officers shall be only those
persons who shall constitute the Board effective January 1st of the calendar
year following that election of Regular Officers. The candidate for each
respective office who receives the largest number of votes in the election for
that office, even though not a majority, shall be elected to hold that office.
5.2. Special Officers. The President is hereby vested with the
power and authority to establish, from time to time, one (1) or more Assistant
Vice‑Presidents to assist the President and the Directors on specific
matters. The President is hereby vested with the power and authority to
establish, from time to time, one (1) or more Assistant Secretaries to assist
the Secretary for any Meeting of the Members or the Board. Such Assistant Vice‑Presidents
and Assistant Secretaries shall serve at the pleasure of the President and
their term of office shall expire not later than the expiration of the term of
office of the President that appointed them.
5.3. President. The President shall:
5.3.1. Be the principal executive Officer of
the TBCS .
5.3.2. Supervise and control all of the
business and affairs of the TBCS and be the Chairperson of all Members Meetings
and Directors Meetings.
5.3.3. Designate each of the Directors who
shall serve as the Chairperson of the various Standing Executive Committees.
The President may designate the same Director to be the Chairperson of more
than one (1) Standing Executive Committee in the event such action is in the
best interest of the TBCS.
5.3.4. Appoint all Special Executive Committees
and designate the respective Chairperson thereof.
5.3.5. Appoint, in writing, all persons who are
to fill vacancies created on the Board or Officers, for the balance of the
unexpired term of such vacated position. Such appoints shall be made, if
possible, within thirty (30) days after such vacancy occurs.
5.3.6. Be a signatory on every banking, savings
and similar account of the TBCS and have, at all time, full access to all
financial books, corporate records and checking materials of the TBCS.
5.3.7. When present, preside over all Member Meetings and over all Board Meetings.
5.3.8. Sign, with the Secretary or other
Officer of the TBCS authorized by the Board, deeds, mortgages, bonds, contracts
or other instruments that the Board has authorized to be executed, except when
the signing and execution thereof has been expressly delegated by the Board or
by the Bylaws to some other Officer or agent of the TBCS or is required by law
to be otherwise signed or executed by some other Officer or in some other
manner.
5.3.9. In general, he or she shall perform all
duties incident to the office of the President and such other duties as may be
prescribed by the Board from time to time.
5.4. Vice President. The Vice President shall:
5.4.1. Assist the President.
5.4.2. Serve as President when the President is
not available.
5.4.3. Otherwise have those duties assigned to
him or her by the Board or the President.
5.5. Secretary. The Secretary shall:
5.5.1. Keep the minutes of the Members and
Board Meetings in one or more books provided for that purpose.
5.5.2. See that all notices are duly given in
accordance with the provisions of the Bylaws or as required by law.
5.5.3. Be custodian of the corporate records
and of the seal of the TBCS and see that the seal of the TBCS is affixed to all
documents, the execution of which on behalf of the TBCS under its seal is duly
authorized. Provided, however, that all such materials shall be maintained at
the corporate offices of the TBCS and not at the private property of the
Secretary. Such materials, or portions thereof, may be removed by the Secretary
from the corporate offices of the TBCS for the sole purpose of actively working
on or with such materials provided they are not removed more than once per
calendar week and for a period not greater than seventy‑two (72) hours in
any calendar week and, further, that they are surrendered to the President or
the Board, in full, immediately upon demand of the President or the Board.
5.5.4. Keep a register of the names and post
office address of each Member (and designated Voting Member, if the Member is a
Business Member) of the TBCS as furnished to the Secretary by each Member. Such
register shall include, when available, the Members' telephone numbers, e‑mail
addresses and such other information as the Board may require.
5.5.5. Sign, with the President or a Vice
President, certificates for membership in the TBCS , the issuance of which has been
authorized by resolution of the Board.
5.5.6. Have general charge of the membership
list of the TBCS.
5.5.7. Perform the general correspondence
functions of the TBCS.
5.5.8. In general perform all duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or by the Board.
5.6. Treasurer. The Treasurer shall:
5.6.1. If required by the Board, give a bond,
at the expense of the TBCS, for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the Board shall determine.
5.6.2. Have charge and custody of, and be
responsible for, all funds and securities of the TBCS.
5.6.3. Receive and give receipts for monies due
and payable to the TBCS from any source whatsoever, and deposit all such monies
in the name of the TBCS in such banks, trust companies, or other depositories
as shall be selected in accordance with the provisions of these Bylaws.
5.6.4. Be custodian of the financial records
and checking materials of the TBCS; provided, however, that all such materials
shall be maintained at the corporate offices of the TBCS, and not at the
private property of the Treasurer. Such
materials, or portions thereof, may be removed by the Treasurer from the corporate
off ices of the TBCS for the sole purpose of actively working on or with such
materials provided they are not removed more than once per calendar week and
for a period not greater than seventy‑two (72) hours in any calendar week
and, further, that they are surrendered to the President or the Board, in full,
immediately upon demand of the President or the Board.
5.6.5. In general perform all of the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him or her by the President or by the Board.
5.7. Compensation. Officers shall not receive compensation
or expense reimbursement for attendance at any Members or Board Meeting nor a fixed
sum for attendance at any Members or 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 therefor at no more than normal market
rates. Although no salaries shall be paid to any Officer of the TBCS, any
Officer may receive reimbursement for duly authorized expenses.
5.8. Bonds. The Board may, by resolution, require
any and all of the Officers to give bonds, at the expense of the TBCS, in favor
of the TBCS to the TBCS, with sufficient surety or sureties, conditioned for
the faithful performance of the duties of their respective offices, and to
comply with such other conditions as may from time to time be required by the
Board.
5.9. Contracts, Etc. The Board may authorize, in writing, any
Officer or Officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the TBCS, and such
authority may be general or confined to specific instances. When the execution
of any contract, conveyance or other instrument has been authorized without
specification of the executing Officers, the President or Vice President may
execute the same in the name and behalf of the TBCS and the Secretary may affix
the TBCS seal there.
5.10. Loans, Checks and Deposit .
5.10.1. Authorization Required. No loans shall be contracted on behalf
of the TBCS and no evidences of indebtedness shall be issued in its name unless
authorized by action by the Board. No loans shall be made by the TBCS to its
Officers or Directors.
5.10.2. Signatures. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the name
of the TBCS, shall be signed by such Officer or Officers, agent or agents, of
the TBCS and in such manner as is provided in the Bylaws and, further, as from
time to time determined by resolution of the Board.
5.10.3. Deposits. All funds of the TBCS not otherwise
employed shall be deposited as soon as practical to the credit of the TBCS in
such banks, savings and loans, trust companies or other depositories as the
Board may select and designate.
ARTICLE
6 ‑ COMMITTEES
6.1. Executive Committees. The following Executive Committees shall
exist as Standing Executive Committees for the purposes and functions
hereinafter set forth and the members thereof shall be nominated by the
President and approved by the Board to serve at the pleasure of the Board:
6.1.1. Program
Committee, which shall arrange for a guest speaker or plan
a group activity for each Regular Members Meeting.
6.1.2. Membership Committee, which shall direct the canvassing of
Membership through advertising, Membership drives, and other acts and functions
as deemed
necessary to
support the TBCS. This Committee shall have full access to the Membership
records of the TBCS.
6.1.3.
Library Committee,
which shall develop, build and maintain a library of current shareware and
software applications.
6.1.4. Official Publications Committee, which shall produce and mail the
"Bits & Bytes" magazine (or any successor publication thereto or
other publication which is the official publication of the TBCS) to each
qualifying Member, each month, in sufficient time before the next scheduled
Regular Meeting. The Chairman of this Committee shall be referred to as the
Editor and, notwithstanding anything else in the Bylaws to the contrary, need
not be a Director of the TBCS.
6.1.5. Sponsor Committee, which shall seek and maintain newsletter
advertising that will defray the costs of "Bits & Bytes" and
provide customer relations and support for all advertisers as necessary.
6.1.6. Resources Committee, which shall be responsible for all
equipment owned by the TBCS and shall arrange for and oversee the maintenance,
repair and upgrade of such equipment.
6.1.7. Product Review Committee, which shall be responsible for the
distribution and review of all products received by the TBCS for review
purposes.
6.1.8. SIG Committee, which shall coordinate and schedule all
Special Interest Groups (SIG) activities at the resource center and submit, in
advance to the President and the Editor, a calendar of proposed SIG Meeting in
such a timely manner as to facilitate a timely advance publication in the
"Bits & Bytes".
6.1.9. Members Services Committee, which shall coordinate the Internet
functions of the TBCS, advise the Board periodically on the newest innovations
in Internet technology and be responsible for the establishment, content,
operation and maintenance of any official web site or BBS established, from
time to time, at the direction of the Board.
6.2. Special Committees. Special Committees may be created, from
time to time, by the President for special projects which are not the direct
responsibility of one (1) or more of the Standing Committees. Such Special
Committees shall serve at the pleasure of the President but shall cease to
exist not later than the expiration of the term of the President by whom they
were created.
ARTICLE
7 ‑ MEMBERS MEETINGS
7.1. Annual Meeting. There shall be an Annual Meeting of the Members, which Meeting shall be
held on the third (3rd) Tuesday of December at a location in Pinellas County,
Florida and time designated by the Board. The Annual Meeting shall be subject
to the same terms and condition as any Regular Members Meeting except for any special quorum requirements set forth
in the Bylaws. Directors and Officers shall be elected at the Annual Meeting of
the Members.
7.2. Regular Meetings. There shall be a Regular Meeting of the
Members each month of the calendar year, except for the month in which the
Annual Meeting is held. Such Regular Meetings shall be held on the third (3rd)
Tuesday of each month at a location in Pinellas County, Florida and time
designated by the Board. The Board may, from time to time, change the date for
the Regular Meeting of the Members for any given month's Meeting provided prior
notice of such date change is published in the "Bits & Bytes" prior
to said Meeting.
7.3. Special Meetings. The President or an absolute majority of
the Board may call a Special Meeting of the Members at such a location in
Pinellas County, Florida and time designated by the party who has called the
Meeting. Notice of any such must be
given to each Voting Member by either (i) regular United States mail posted not
less than ten (10) days prior to the date of such Special Meeting, or (ii) by
publication in the "Bits & Bytes" which is posted in the United
States mail not less than ten (10) days prior to the date of such Special
Meeting. The notice for any Special Meeting shall state the purpose thereof and
the business conducted at such Meeting shall be limited to the subject matter
stated in said notice.
7.4. Quorums. The presence of not less than ten (10)
percent of the Voting Members at the Annual Meeting or other Regular Meeting or
Special Meeting shall constitute a quorum and shall be necessary to conduct
business of the TBCS. If a quorum is not present at any Annual, Regular or
Special Meeting, then the President may adjourn the Meeting from time to time
without further notice.
ARTICLE
8 ‑ VOTING
8.1. Member's Vote. Each Voting Member shall be entitled to
cast one (1) vote on any issue or matter voted on at any Members Meeting and
one (1) vote for each Director or Officer position being elected at the Annual
Meeting. No Member may vote at any Members Meeting by proxy, absentee ballot or
assignment of delegation of his or her voting rights.
8.2. Method of Voting. Voting by Members at any Members Meeting
may be conducted by voice or show of hands, except that voting shall be by
secret written ballot on any matter if ten (10) Voting Members have requested,
in writing in advance, that such issue be voted upon by secret written ballot
voting. Voting for election of any
Officer or Director who is unopposed for that position may be done by voice
vote. Voting for election of any Officer or Director position where there are
opposing candidates for that position shall be done by secret written ballot
voting. The rules concerning the
outcome of such voice and show of hands voting shall be controlled by Robert's
Rules of Order, newly revised. Notwithstanding the foregoing, if the
Chairperson determines that any voice or show of hands vote is too close to
determine the outcome, said Chairperson may then require a secret written
ballot on the matter.
8.3. Inspectors of Election. Prior to any secret written balloting,
the Meeting's Chairperson will appoint three (3) Voting Members to act as
"Inspectors of Election". An inspector shall not be a candidate for
an office. The inspectors shall distribute the ballots, collect the completed
ballots, count the ballots and certify the results in writing to the Meeting's
Chairperson, who will announce the results. A signed and dated copy of the
results shall he attached to the minutes of the TBCS.
8.4. Order of Business. The order of business at the Annual
Meeting and all Regular Meetings shall be as follows, unless otherwise approved
by a simple majority of the Voting Members present at such Meeting:
8.4.1. Call to order.
8.4.2. President's remarks.
8.4.3. Election of Directors (Annual Meeting
only)
8.4.3. Election of Officers (Annual Meeting
only)
8.4.4. Question from Members and answer period.
8.4.5. Fifteen minute intermission.
8.4.6. Guest speakers and program
presentations.
8.4.7. Notwithstanding the foregoing, the
Meeting Chairperson shall have the sole discretion, except for the Annual
Meeting, to permit any guest speakers and program presentations to be the first
order of business to accommodate any special needs of any such guest speaker.
ARTICLE
9 ‑ DUES
9.1. Dues. Member’s dues, and their due dates, for
each dues-paying Class of Members shall be established by the Board and
approved by a vote of the Members at any Meeting. All dues for renewals of
Memberships shall be paid not later than their due date.
9.2. Delinquency. Any Member required to pay dues who has
not paid, in full, any such dues by their due date shall automatically become a
Delinquent Member.
ARTICLE 10 ‑
GENERAL PROVISIONS
10.1. Fiscal Year. The fiscal year of the TBCS shall be the
calendar year.
10.2. Seal. The Board may adopt a seal in any form
that complies with the laws of the State of Florida.
10.3. Waiver of Notice. Whenever any notice is required to be
given to any Member, Director or Officer of the TBCS under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of any applicable laws, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
10.4. Indemnification. The following indemnification provisions
shall be in full force and effect:
10.4.1. Actions Against the TBCS. The TBCS shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
TBCS) by reason of the fact that he or she is or was a Director, Officer, or
agent of the TBCS or of a predecessor TBCS, or is or was serving at the request
of the TBCS or of a predecessor TBCS as a Director, Officer, or agent of
another TBCS, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests
of the TBCS, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner in which
he or she reasonably believed to be in or not opposed to the best interests of
the TBCS, and with respect to any criminal action or proceeding had reasonable
cause to believe that his or her conduct was unlawful.
10.4.2. Actions By or In the Right of the
TBCS. The TBCS shall
indemnify any person who was or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the TBCS
to procure a judgment in its favor by reason of the fact that he or she is or
was a Director, Officer, or agent of the TBCS, or is or was serving at the
request of the TBCS or of a predecessor TBCS as a Director, Officer, or agent
of another TBCS, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the TBCS and except that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the TBCS unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
10.4.3. Advance Payment. Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or proceeding may be
paid by the TBCS in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in Section 14.4 upon receipt of
an undertaking by or on behalf of the Director, trustee, officer, or agent to
repay such amount unless it shall ultimately be determined that he or she is
entitled to be indemnified by the TBCS as authorized in this section.
10.4.4. Non‑exclusive Right. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of Member
disinterested Directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a Director, Officer or agent
of the TBCS.
10.5. Rules of Order.
The rules contained in
the most recent edition of Robert's Rules of Order, newly revised, shall
govern all Meetings of Member and Directors except as to those matters where
such rules are inconsistent with the Articles of Incorporation, the Bylaws or
special rules of order of the TBCS.
10.6. Corporate Records: Certain Acts
Prohibited. No Officer,
Director, Voting Member or other person shall, at any time (except as
hereinafter set forth), cause or participate in causing, directly or
indirectly, any record, document or database of the TBCS to be or become
encrypted, encoded, password protected, or take any similar action that could
limit or restrict the full and free access to any such record, document or
database by any Officer or Director of the TBCS. Notwithstanding the foregoing,
the Board may, by an absolute written majority vote signed by each Director
voting in favor thereof, permit the encryption, encoding or password protection
of any such record, document or database provided that the Board is first
provided with all necessary information and software necessary to permit each
Officer and Board Member to have complete, full and unrestricted access to any
such record, document or database and that no subsequent action is taken or
caused to be taken that would serve to defeat the intent of this Section that
all Officers and Directors shall, at all times, have full, complete and
unrestricted access to all such records, documents or databases of the TBCS.
10.7. Restrictions on Data Distribution. No Officer, Director, Voting Member,
Honorary Member or any other person (natural or artificial) shall distribute or
publish, cause to be distributed or published or assist, in any manner, with
the distribution or publication (whether for free or for compensation of any
nature or kind) of any data or records, in whole or in part, of the TBCS which
relates to the names, addresses, phone numbers, email addresses or other
personal data or information regarding any of the Members of the TBCS to any
person (natural or artificial) at any time whatsoever, other than as
specifically provided hereinafter this Section. The foregoing provision of this Section shall not be deemed or
construed to prohibit the Board (or any Officer by virtue of written directions
from the Board) from:
(1)
making the
data and information available to the Officers and Directors for use solely
with official business of the TBCS
(2)
complying
with the requirements of Chapters 607
and 617, Florida Statutes (as amended from time to time)
(3)
complying
with any order of any court or governmental agency having jurisdiction over the
TBCS or its Members;
(4)
providing a
commercial publisher with a mailing list or mailing labels to be affixed by
that publisher to the "Bits & Bytes" publication for mailing
purposes or for affixing to any other special publications made by such a
publisher under the written permission of the Board (provided such publisher
has first duly executed a binding non‑disclosure agreement regarding such
information with the TBCS);
(5)
providing
any Internet Service Provider that has a current contract with the TBCS to
provide Internet Service to some or all of the Members of the TBCS through
their membership in the TBCS such information about current subscribers to such
service only (and not the full Membership)as that Internet Service Provider may
reasonably need to provide such service to such subscribing Members (provided
such Internet Service Provider has first duly executed a binding non‑disclosure
agreement regarding such information with the TBCS);
(6)
making
backup copies of such information for security purposes to prevent the loss of
such information (provided that all other restrictions set forth in this
Section shall also apply to any such backup copies);
(7)
providing
such data and information to any certified public accountant or attorney at law
retained by the TBCS to render professional services to the TBCS, but only to
the extent as may be required for said certified public accountant or attorney
at law to properly rendered their professional services to the TBCS. Any Member
who violates any term and condition of this Section shall be deemed to have
established a prima facie case of "good cause" for their removal as a
Member and their removal as an Officer or Director, if they are an Officer or
Director of the TBCS. It is the intent of this Section that the data and
personal information relating to the Members be kept in confidence by the TBCS
to the maximum extent possible so that such information is not available to
third parties for non‑TBCS related purposes and this Section shall be
construed, whenever possible, to carry out that intent to the fullest possible
extent.
10.8. Records Turnover. Whenever an Officer or Director resigns,
is removed or has their term expire, such Officer or Director shall, without
demand, deliver to the Board, within seven (7) days of leaving or being removed
from such position as Officer or Director, all records, data and other similar
materials relating to the TBCS which they created or which came into their
possession during their tenure as Officer or Director, without any alteration,
destruction, encryption, encoding or password protecting such materials.
ARTICLE
11 ‑ BYLAW AMENDMENTS
11.1. By the Board. Subject to Section 11.3 below, the
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an
affirmative vote of an absolute majority of the Board at any Regular or Special
Meeting of the Board. Nothing herein shall deny the concurrent power of the
Members to adopt, alter, amend or repeal Bylaws.
11.2. By the Members. Proposals for amendments to the Bylaws
by the Members shall be first submitted to the Board, in writing, and signed by
at least five (5) Voting Members. Subject to Section 11.3 below, such proposed
amendments shall be voted upon by the Voting Members at the next Regular
Meeting of the Members and adopted by a majority vote of a quorum of the Voting
Members present at said Regular Meeting. Nothing herein shall deny the
concurrent power of the Board to adopt, alter, amend or repeal Bylaws.
11.3. Prior Publication. Prior to any vote to alter, amend or
repeal any Bylaw or create new Bylaws by the Board, pursuant to Section 11.1
above, or by the Members, pursuant to Section 11.2 above (hereinafter
collectively "Bylaw Amendments"), notice of the proposed Bylaw
Amendments together with the full text of the proposed Bylaw Amendments shall
be published in the "Bits & Bytes". The Meeting at which such
Bylaw Amendments are voted upon shall not occur sooner than ten (10) days after
the posting in the United States mail of the issue of the "Bits &
Bytes" in which said notice and full text of the proposed Bylaw Amendments
shall have appeared.
11.4. Effective Date. Each Bylaw Amendment shall become
effective immediately upon its passage unless another effective date is
specifically set forth in such Bylaw Amendment.
ARTICLE
12 ‑ DISSOLUTION
The TBCS may be dissolved any the
following manners:
12.1. IRS Provisions. In the event of dissolution of the TBCS,
the residual assets of the TBCS will be turned over to one (1) or more
organizations which are tax exempt as organizations in sections 501 3(C) and
170(C) of the Internal Revenue Code of 1954 or corresponding section of any
prior or future Internal Revenue Code, or the Federal, State, or local
government for public purpose.
12.2. Voluntary Dissolution. The following procedures will apply to
voluntary dissolution. The Board shall adopt a resolution recommending that the
TBCS be dissolved and directing that the question of such dissolution be
submitted to a vote at a Meeting (the date, place and time, to be set by the
Board) of the Voting Members:
12.2.1. Notice: Voting. Written notice from the Board to the
Membership shall be sent thirty (30) days in advance of such Meeting. The
Board's notice shall state that the purpose of such Meeting is to consider the
reasons and advisability of dissolving the TBCS. At the Meeting, the resolution
to dissolve the TBCS shall be adopted upon receiving in writing at least two‑thirds
(2/3) votes in favor of the resolution from those Voting Members present.
12.2.2. Event of No Members. It there are no Members or no Members
entitled to vote, the dissolution of the TBCS shall be authorized at a Meeting
of the Board upon the adoption of the resolution to dissolve by written vote of
a majority of the Directors then in office or, if Trustees have been appointed,
by of a majority of the Trustees.
12.2.3. Winding Up. Winding up the business of the TBCS
shall be left to the Board who are to conform to appropriate provisions of the
United States Internal Revenue Code and applicable Florida laws.
The foregoing Bylaws were duly adopted by
the Voting Members effective the 24th day of November, 1998.