From: loren@nokomis.mn.org (Loren D. Cahlander)
Subject: Proposed constitution and bylaws
Organization: UNIX Users of Minnesota (Presidents home machine)
Distribution: mn
Date: Wed, 12 Aug 1992 13:45:01 GMT

Due to the fact that the organization has been undergoing changes,
to add features for the membership, the bylaws need to change.
They were fine for when we had no assets and were supplying only
monthly speakers for the members.

We now have the MN.ORG domain park officially under UUM leadership.
More features are planned.  In order for us to supply the membership
with these features, the charter needs to allow for and to protect these
capabilities.

The following are the proposed constitution and bylaws. Please discuss
them and suggest improvements.

---------- Constitution follows ---------------------------------------------

                         C O N S T I T U T I O N

Article I - Name

    This organization shall be known as "UNIX Users of Minnesota", and
    abbreviated "UUM".

Article II - Purpose

    The purpose of this organization shall be to promote and encourage the
    use of UNIX and UNIX-like operating environments through the exchange
    of ideas, experience and abilities of fellow members and guests in both
    business and educational uses.  This is a non-profit organization whose
    income is derived primarily from membership dues and contributions. 
    Through regular meetings and other communication among members, we hope
    to exchange useful information, foster professional growth, and provide
    encouragement and support.  In furtherance of its stated purpose, this
    organization may undertake to sponsor all or portions of trade shows,
    seminars, and conventions.  It may also choose to sponsor other
    activites and services in keeping with its charter.

Article III - Membership

    Section 1. Categories of Membership

        A. Active Membership
 
           Active Membership will be extended to all persons interested
           in UNIX, provided that:
                1. a membership application is completed
                2. current membership dues are paid
                3. a person must have attended two of the last three regular
                   meetings.
                4. Active members who fail to attend at least 2/3 of
                   the regular meetings will have their membership status
                   changed to non-active.  This requirement may be waived
                   for cause at the discretion Governing Board.

        B. Non-active Membership
 
           Non-active Membership will be extended to all persons interested
           in UNIX, provided that:
                1. a membership application is completed
                2. current membership dues are paid
 
           Non-active members who fail to attend at least one of the regular
           meetings in any twelve month period or show other interest in
           retaining their membership status will be dropped from the membership
           records.

        C. Associate Membership
 
           Associate membership:
                1. Are for organizations in related fields.
                2. by itself grants no voting privileges

        D. Corporate Membership
 
           Corporate membership:
** Any suggestions welcomed

        E. Honorary Membership
 
           Honorary membership:
                1. will be extended to Victor Merryman who started this
                   organization.
                2. may be given to any person or organization by majority vote
                   of the Active Membership
                3. requires no payment of dues
                4. by itself grants no voting privileges

    Section 2. Dues
        A. Dues shall be paid to the treasurer of the UNIX Users of Minnesota
           or their designee.

        B. Dues amount shall be set by the Governing Board and approved by
           vote of the Active Membership at the annual business meeting.

    Section 3. Voting Privileges
        A. In considering any question before a General Membership meeting,
           only Active members are to be considered in determining quorum.

        B. In considering any question before a General Membership meeting,
           only Active members are eligible to vote, one quorum has been
           established.

Article IV - Organization

    All affairs of the UNIX Users of Minnesota will be conducted by the
    Governing Board unless a two-thirds vote of the Active membership
    overrides an action.

    Section 1. The voting members of the Governing Board are:
        A. President
        B. Treasurer
        C. Membership director
        D. Publicity and speakers director
        E. SIG/Activities Director

    Section 2. All Governing Board members shall have one vote at the
        Governing Board meetings.  All Active members shall have one vote at
        General Membership meetings.  No proxy votes will be allowed,
        that is, any member not explicitly voting on a given question in his
        or her own name shall be considered not voting.  Absentee ballots
        which explicitly vote on a given question shall always be considered
        valid.

    Section 3. Dissolution

        A. Dissolution of this organization shall be by unanimous vote of the
           presently active General Membership.

        B. All members shall be notified by written notice thirty (30) days
           prior to any vote taken.

        C. The mn.org domain park and its assets shall be kept as a whole
           entity to be sold, or donated to another non-profit entity.

        D. The financial obligations of the organization shall be settled in
           the following manner:
                1. all outstanding debts shall be paid to the extent money
                   is available in the treasury.

                2. any material posessions owned by the organization will be
                   offered to creditors at fair market value as settlement of
                   remaining debts.

                3. any remaining material posessions shall be offered for
                   public sale at fair market value.

                4. any items not previously sold shall be offered for sale at
                   public auction.
 
                5. funds received from the sale of assets shall be used
                   first to pay creditors, in amounts proportionate to the
                   monies owed.

                6. Remaining assets will be distributed equally among 
                   charities to be determined by the members by a vote and
                   shall pass by a simple majority.

Article V - Meetings

    Section 1. Governing Board Meetings:
        A. Will be held at least once each month at a time and place
           mutually agreed on by the members of the board.  Monthly board
           meetings may be held by telephone conference call at the discretion
           of the board, subject to the following restrictions:

             1. The Governing Board must meet, in person, at a time and place
                announced at a general membership meeting, at least once per
                calendar quarter.

             2. Any member bringing an action before the board may at a
                general meeting request that the months Governing Board meeting
                be held in person at a time and place announced at the meeting.
                Should the board not be willing, the membership may require such
                a meeting by a simple majority vote of the active members.

        B. Emergency meetings may be called at the discretion of the President.

        C. Attendance of at least two-thirds (rounded up) of the voting 
           members of the Governing Board will constitute a quorum for
           transacting business.

        D. Decisions will be made at board meetings by simple majority vote of
           the voting members of the Governing Board.

    Section 2. General Membership Meetings:

        Two-thirds (2/3) of the Active Membership, in addition to
        three voting members of the Governing Board, will constitute a
        quorum for transacting business.  A meeting may be convened with
        fifty (50) percent of the General Membership present.

    Section 3. Regulations
        A. Local laws and regulations will be enforced during all 
           organizational functions.

        B. No recreational substances, i.e. drugs or alcohol, will be allowed
           during any business meeting.

        C. No dangerous or lethal weapons will be allowed.

        D. Respect will be shown at all times to any and all persons.

Article VI - Parlimentary Reference

    All meetings of the UNIX Users of Minnesota will be conducted
    under Robert's Rules of Order, Revised, unless otherwise provided.

Article VII - Amendments

    This constitution may be amended at any General Membership meeting
    by a two-thirds (2/3) vote of the Active Members, to take
    effect upon passage.  Proposed amendments must be submitted to the 
    membership at least one month prior to the General Membership meeting at
    which it will be voted on.  This may be done at a previous General
    Membership meeting, and/or by notification via email, usmail or fax.
    Where an amendment is proposed at a General Membership meeting, the
    officers will be responsible for circulating its content in a timely
    manner to members not attending the meeting.

---------- bylaws follow ----------------------------------------------------

                        BYLAWS TO THE CONSTITUTION


Article I - Membership

    Section 1. Attendance

               Attendance will be taken at all meetings.

    Section 2. General Membership meetings
 
               General Membership meetings shall be held on the first 
               Wednesday of each month at 7:00 P.M., unless otherwise specified.
 
               No General Membership meeting will be held in the months of
               January and July.

    Section 3. Membership Dues
 
               Membership dues are collected on an annual basis, and are due
               and payable at the annual business meeting.  For members
               joining mid year, a graduated payment schedule will be in effect
               based on the following guidelines:
 
                  February-July    --  Full dues
                  August-October   --  50% dues
                  November-January --  30% dues

Article II - Special Committees

    Special committees may be formed by the Governing Board or the General
    Membership for any worthwhile purpose.  The President will appoint a
    charperson and commitee members with board approval.  These committees
    will report to the Governing Board and continue their assigned task
    until it is completed or they are dissolved by the Governing Board.

Article III - Duties of the Governing Board Officers

    Section 1. President
 
               The President is responsible for:
                   A. presiding at all meetings
                   B. general supervision of all UNIX Users of Minnesota
                      functions
                   C. appointment of committee chairs, subject to Board
                      approval.  The President will be an ex officio member
                      of all committees.
                   D. overseeing all board duties, and the performance
                      thereof to the extent not completed by the board
                      member

    Section 2. Treasurer
 
               The Treasurer is responsible for:
                   A. the collection of all dues, fees and contributions
                   B. making authorized disbursements
                   C. submission of financial reports to the Governing Board
                      and the General Membership, subject to audit

    Section 3. Membership Director  
 
               The Membership Director is responsible for:
                   A. maintainance of the UUM membership database
                   B. maintainance of membership attendance records
                   C. maintainance of the MN.ORG membership databases
                   D. updating the tcnet copy of the UUM and MN.ORG
                      databases at regular intervals
                   E. assuring that the the membership book is present
                      at all General Membership meetings
                   F. mailing meeting notices to those members who
                      cannot be reached by electronic or FAX mail

    Section 4. Publicity and Speakers Director:  
 
               The Publicity and Speakers Director is responsible for:
                   A. arranging meeting locations
                   B. obtaining speakers for each General meeting
                   C. maintaining arrangements for backup speakers prepared
                      to step in in the event the principal speaker is not in
                      attendance
                   D. posting the monthly meeting notice via e-mail to the
                      members and to the 'mn.general' newsgroup
                   E. maintaining the normal publicity notices for the
                      group, such as the notices in the Computer User, etc.
                   F. other publicity functions as appropriate

    Section 5. SIG/Activities Director
 
               The SIG/Activities Director is responsible for:
                   A. Coordination of all special interest groups, including
                       I.  SIGBAP - The UUM Special Interest Group on Beverages
                           and Pizza
                       II. SIGNET - The UUM Special Interest Group on
                           Networking
                   B. Operation of the 'MN.ORG' domain park
                   C. Planning of the UUM annual picnic
 
Article IV - Changes in Governing Board Officers

    Section 1. Eligibility for Office

        Any Active member in good standing over the legal age of majority
        is eligible to hold a position on the Governing Board.

    Section 2. Annual Business Meeting

        The annual business meeting will be the February meeting.

    Section 3. Nominations and Elections

        A. The election officer shall preside over the proceedings of an
           election.  The President shall serve as election officer unless
           the President is not available.

        B. The election officer shall begin election proceedings at the
           November meeting.  This shall consist of
           announcements of upcoming elections, review of nomination and
           election procedures, and review of the schedule for election.

        C. Nominations shall be open to any qualified member of the
           UNIX Users of Minnesota as outlined in section 1. 
           Nominations shall be open for one month following the beginning
           of election procedures.  Members may nominate themselves.  If a
           member is nominated by another member, the nominee must accept
           the nomination in person, otherwise the nomination will not be
           recognized.  Nominations shall be reopened immediately prior to
           the balloting.

        D. Discussion, debate, newsletter information, and other methods of
           sharing candidate information shall be employed at the direction
           of the election officer.
 
        E. Balloting shall be by closed (written) ballot.  Ballots will be
           counted by a panel appointed by the election officer with
           Governing Board approval.  No candidate for any office may serve
           on this panel.

        F. Election of officers shall be held concurrently; that is a single
           ballot will be used to vote for all officers.

        G. Election shall be by a simple majority of the current active
           membership of the UNIX Users of Minnesota.  In any
           round of voting where no member gains a majority of votes,
           the candidate with the least number of votes shall be dropped and
           the election run again.  If three consecutive votes yield the
           same result, the election of this officer shall be tabled,
           nominations reopened, and election held again at the next
           regular meeting.

        H. If an office is vacated before the annual meeting, the President,
           with approval from the Governing Board, will appoint a member from
           the Active Membership list to fill the vacancy until the next
           elections are held.  If the office of president is vacant, then a
           general election must be held at the next meeting to fill that
           office.

    Section 4. Recall of Officers
        A. Recall proceedings will be convened if a written petition
           containing the signatures of two-thirds of the active members
           is delivered to the Governing Board.  No anonymous recall
           motions shall be recognized.

        B. Recall proceedings will be convened at the next General
           Membership meeting, and presided over by the
           highest officer of the UNIX Users of Minnesota in
           order of succession not in question.  The order of succession
           is as follows:
                          1. President
                          2. Treasurer
                          3. Any other officer
                          4. The membership at large and as a whole

           The petition should be delivered to that officer.

        C. Until the recall hearing and vote is completed, the officer in
           question shall not be permitted to perform their duties, pending
           results of the recall proceedings

        D. A vote will be taken during the proceedings after proper
           hearing has been given to both the officer and the petitioner. 
           If the officer in question shows cause why he is unable to attend
           the initial scheduled hearing, a hearing will be scheduled for
           the following meeting.  Absent extreme cause, should the officer
           not attend this hearing, the recall motion will be considered 
           uncontested and the vote will then be taken.

        E. The vote will be by closed (written) ballot, with a vote in the
           affirmative signifying that the officer should be removed.  If
           three-quarters (3/4) of the currently active membership
           vote in favor of the recall motion, the officer is removed
           from office, effective immediately.  Abstentions from this
           vote shall be considered as votes against the recall motion.

Article V - Finances

    Section 1. Financial records of the UNIX Users of Minnesota
               shall be maintained by the Treasurer.  These records shall
               be available for review or audit by the President or
               appointed committee at all regular meetings.

    Section 2. Fiscal year shall start February First of each year.

Article VI - Limitation of Responsibility

    Section 1. This organization is a non-profit organization.

    Section 2. No person shall be a paid employee of this organization,
               nor shall any person be allowed to use this organization
               for personal financial gain.

    Section 3. No one shall enter into any financial agreement in the name
               of this organization without prior written authorization of
               the President and Treasurer.

    Section 4. Purchases made by the individual members for organization
               use may be submitted to the Treasurer for reimbursement,
               subject to the approval of the Governing Board.

Article VII - Amendments to the Bylaws

    The Bylaws may be amended at any General Membership meeting
    by a two-thirds (2/3) vote of the Active Members, to take
    effect upon passage.  Proposed amendments must be submitted to the 
    membership at least one month prior to the General Membership meeting at
    which it will be voted on.  This may be done at a previous General
    Membership meeting, and/or by notification via email, usmail or fax.
    Where an amendment is proposed at a General Membership meeting, the
    officers will be responsible for circulating its content in a timely
    manner to members not attending the meeting.
-- 
Loren D. Cahlander           |             Internet: loren@nokomis.mn.org
UNIX Users of Minnesota      |   Alternate Internet: uum-president@mn.org
P.O. Box 47804               |                Phone: +1 612 450 6246
Plymouth, MN  55447-0804     |