|
So Cal IT Professional Association - Our Mission So Cal IT Professional Association - Corporate Information So Cal IT Professional Association - Our Bylaws b. To encourage experimentation and research in the current and potential uses of Windows NT. c. To provide an opportunity for all users of Windows NT to exchange ideas, knowledge, and experience for the enrichment of all concerned. d. To provide an opportunity for both formal and informal education in Windows NT applications, hardware, and software technologies. e. To provide a medium of communication with user groups in other areas (location and orientation). f. To provide an opportunity for the formation of special interest groups. g. To provide a medium for the exchange of public domain and contributed software. The illegal copying, use, or distribution of software will not be condoned. h. To assist members and others in acquiring computer hardware and software. i. To promote the effective interchange of
ideas between members and other users and vendors of computer hardware and
software ARTICLE IV - MEMBERSHIP 2. Each member is entitled to one copy of
the SoCalITPro's publications as issued. Each member is entitled to cast one
vote in any election or SoCalITPro activity that requires general membership
approval. With the exception of the voting privilege, membership
privileges of the individual enrolled as a member of the SoCalITPro extend to
the member's immediate family. 3. Annual dues for regular membership shall
be set by the board of directors. The name of any SoCalITPro member who has
not paid yearly dues within 45 days of the due date shall be removed from
the general membership roster. 4. Companies, corporations, etc. wishing to
join the SoCalITPro will identify a corporate representative for all user
group activities including voting privileges. One vote shall be assigned
to the corporate membership. ARTICLE V - MEETINGS OF SoCalITPro MEMBERS 1. MONTHLY MEETINGS The monthly SoCalITPro meeting shall be at 6:00
P.M. on the second Thursday of each month for the purpose of discussing
issues and topics related to Microsoft Windows NT and the Back Office
Suite of products. If the fixed date falls on a legal holiday, such
meeting shall be held on the following Thursday. 2. ANNUAL MEETINGS The annual SoCalITPro meeting shall be at 6:00
P.M. on the second Thursday of December of each year for the election of
directors and transacting other business. If the fixed date falls on a
legal holiday, such meeting shall be held on the following Thursday. 3. SPECIAL MEETINGS Special meetings of the members of the
SoCalITPro for any purpose not prescribed by statute may be called by the
president at the request of not less than 20 percent of the members of the
SoCalITPro entitled to vote at the meeting. 4. PLACE OF MEETING The directors may designate any place
within the County of Orange unless prescribed by statute as the place for
any monthly or special meeting. 5. NOTICE OF MEETING Written or printed notice stating the
place, day, and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be
delivered not less than seven and no more than thirty days before the date
of the meeting. Notice to each member may be provided either personally or
by mail, by or at the direction of the president or the secretary or the
officer or persons calling the meeting, to each member of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail with postage prepaid,
addressed to the member as the address appears in the membership directory
of the corporation. 6. CLOSING OF MEMBERSHIP DIRECTORY OR FIXING OF RECORD DATE For the purpose of determining members of
the SoCalITPro entitled to notice of or to vote at any meeting of members, the
membership directory shall be closed for a period of 21 days. All members
in good standing shall be entitled to vote. Members shall be considered in
good standing: (1) if they have no overdue materials from the SoCalITPro
libraries; and (2) their dues received by the treasurer have been paid
through the date at which the membership directory was closed for the
purpose of determining members entitled to notice of or to vote at a
meeting of members of the SoCalITPro. 7. VOTING LISTS The officer or agent having charge of the
membership directory for the SoCalITPro shall make a complete list of the
members entitled to vote at least fourteen days before the annual meeting
for the election of directors or a special meeting of the members of the
SoCalITPro called by the president at the request of the members of the SoCalITPro
entitled to vote at the meeting. The list of the members of the SoCalITPro
entitled to vote at such meeting shall be arranged in alphabetical order
with the address of each member. The list shall be kept on file at the
principal office of the corporation and shall be subject to inspection by
any member at any time during usual business hours for a period of seven
days prior to such meeting. Such list shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection
by any member during the whole time of the meeting. The original
membership directory shall be prima facie evidence as to who are the
members of the SoCalITPro entitled to examine such list or to vote at the
meeting of members. 8. QUORUM At a meeting of the members of the SoCalITPro,
20 percent of the members of the SoCalITPro who are present or represented by
proxy and entitled to vote shall constitute a quorum. If less than 20
percent of the members are represented at a meeting, a majority of the
members so represented may adjourn the meeting. A meeting that is a
continuation of an adjourned meeting shall be considered as a continuation
of the original meeting for the purposes of determining the business that
may be transacted. 9. PROXIES At all meetings of members of the SoCalITPro, a
member may vote by proxy executed in writing by the member or by their
duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the SoCalITPro before or at the time of the meeting. 10. VOTING Each member entitled to vote in accordance
with the terms and provisions of the Certificate of Incorporation and
these bylaws shall be entitled to vote, in person or by proxy. Upon the
demand of any member, the votes for directors and upon any question before
the meeting shall be by ballot. All elections for directors shall be
decided by majority of the members of the SoCalITPro that are present or
represented by proxy and are entitled to vote; all other questions shall
be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State. ARTICLE VI - OFFICERS AND BOARD OF
DIRECTORS 1. GENERAL POWERS The business and affairs of the nonprofit
corporation shall be managed by its board of directors. The directors
shall in all cases act as a board, and they may adopt such rules and
regulations for the conduct of their meetings and the management of the
corporation, as they may deem proper, not inconsistent with these bylaws
and the laws of this State. 2. NUMBER, TENURE, AND QUALIFICATIONS The number of directors of the corporation
shall be five who shall also serve as officers of the corporation. The
directors shall be a president, a vice president, a secretary, a
treasurer, and a newsletter editor. These officers shall constitute the
board of directors. Each director shall hold office until the next annual
election of directors when their successor shall have been elected and
qualified. 3. ELECTION AND TERM OF OFFICE The directors of the corporation shall be
elected annually at a meeting of the members of the SoCalITPro. Candidates for
office shall be SoCalITPro members in good standing. Each director shall hold
office until the successor has been duly elected and shall have qualified
or until their death or until they shall resign or shall have been removed
in the manner hereafter provided. 4. REMOVAL Any officer or agent elected or appointed
by the directors may be removed by the directors whenever in their
judgment the best interests of the corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. 5. VACANCIES Vacancies shall be filled by vote of the
members of the SoCalITPro. A director elected to fill a vacancy caused by
resignation, death, or removal shall be elected to hold office for the
unexpired term of their predecessor. 6. REGULAR MEETINGS A regular meeting of the directors shall be
held without other notice than this bylaw immediately after the drafting
of these bylaws, and at such place as may be designated by the directors,
within the State unless otherwise prescribed by statute. The directors may
provide, by resolution, the time and place for holding additional regular
meetings without other notice than such resolution. A meeting of the
directors shall be held at least once per calendar year. 7. SPECIAL MEETINGS Special meetings of the directors may be
called by or at the request of the president or any two directors. The
person or persons authorized to call special meetings of the directors may
fix the place for holding any special meeting of the directors called by
them. 8. NOTICE Notice of any special meetings shall be
given at least ten days previously thereto by written notice delivered
personally or mailed to each director's home address. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
Mail so addressed with postage prepaid. 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. 9. MANNER OF ACTING The act of the majority of the directors
present at a meeting shall be the act of the directors. 10. REMOVAL OF DIRECTORS Any or all of the directors may be removed
for cause by vote of the members of the SoCalITPro or by action of the board.
They may be removed without cause only by vote of the members of the
SoCalITPro. 11. RESIGNATION A director may resign at any time by giving
written notice to the board, the president, or the secretary of the
corporation. Unless otherwise specified in the notice, the resignation
shall take effect upon receipt thereof by the board or such officer, and
the acceptance of the resignation shall not be necessary to make it
effective. 12. COMPENSATION No compensation shall be paid to directors,
as such, for their services, but by resolution of the board a fixed sum
and expenses for actual attendance at each regular or special meeting of
the board may be authorized. Nothing herein contained shall be construed
to preclude any director from serving the corporation in any other
capacity and receiving compensation therefore. 13. PRESUMPTION OF ASSET A director of the corporation who is
present at a meeting of the directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken
unless their dissent shall be entered in the minutes of the meeting or
unless they shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such
action. 14. EXECUTIVE AND OTHER COMMITTEES The board may designate by resolution from
among the members of the SoCalITPro a committee or committees that shall serve
at the pleasure of the board. 15. PRESIDENT The president shall be the principal
executive officer of the corporation and, subject to the control of the
directors, shall in general supervise and control all of the business and
affairs of the corporation. The president shall, when present, preside at
all meetings of the members of the SoCalITPro and of the directors. The
president may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, any deeds, mortgages,
bonds, contracts, or other instruments which the directors have authorized
to be executed, except in cases where the signing and execution thereof
shall be expressly delegated to the directors or by these bylaws to some
other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties
incident to the office of president and other such duties as may be
prescribed by the directors from time to time. 16. VICE PRESIDENT In the absence of the president or in the
event of the death of the president or the president's inability or
refusal to act, the vice president shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. The vice president shall
perform such other duties as from time to time may be assigned by the
president or by the directors. 17. SECRETARY The secretary or secretary's designee shall
keep the minutes of the general meetings and the directors meetings in one
or more books provided for that purpose, see that all notices are duly
given in accordance with the provisions of these bylaws or as required, be
custodian of the corporate records and keep a register of the post office
address of each member (which shall be furnished to the secretary by such
member), have general charge of the membership directory of the
corporation, and perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned by the
president or by the directors. 18. TREASURER The treasurer shall have charge and custody
of and be responsible for all funds and securities of the corporation;
receive and give receipts for money due and payable to the corporation
from any source whatsoever, and deposit all such money in the name of the
corporation in such bank, trust companies, or other depositories as shall
be selected in accordance with these bylaws; and generally perform all of
the duties incident to the office of treasurer and such other duties as
from time to time may be assigned by the president or by two or more
directors. Any expenditure less than $25 except for expenses associated
with administrative supplies, newsletter expenses, and refunds on deposits
need not be approved by the directors. The treasurer shall provide
financial reports of the SoCalITPro to the board of directors quarterly and
issue an annual report to the directors. 19. NEWSLETTER EDITOR The newsletter editor shall publish a
newsletter for members of the SoCalITPro on a periodic basis as determined by
the directors and such other duties as from time to time may be assigned
by the president or by the directors. ARTICLE VII CONTRACTS, LOANS, CHECKS, AND
DEPOSITS 1. CONTRACTS Only the directors may authorize any
officer or officers or agent or agents to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances. 2. LOANS No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the directors. Such authority
may be general or confined to specific instances. 3. CHECKS, DRAFTS, ETC. All checks, drafts, and other orders for
the payment of money, notes, or other evidences of indebtedness issued in
the name of the corporation shall be signed by such officer or officers or
agent or agents of the corporation and in such manner as shall from time
to time be determined by resolution of the directors. 4. DEPOSITS All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, or other depositories as the
directors may select. ARTICLE VIII FISCAL YEAR The fiscal year of the corporation shall
begin on the first day of January of each year. ARTICLE IX AMENDMENTS These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the members of the SoCalITPro that are present or represented by proxy and are entitled to vote, at any SoCalITPro meeting when the proposed amendment has been set out in the notice of such meeting.
|