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SAMPLES: helping a new NUI chapter get organized



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April 28, 2008 9:18 am

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A brand-new NUI chapter in Oregon is looking for sample bylaws, NUI chapter constitutions, or anything else that would be useful in getting a chapter off to a good start.

OPEN CALL: post your advice and experiences as comments here, and send us any samples we could post as a resource for this chapter and other new chapters.

It would be very interesting and helpful to see the ways NUI chapters organize themselves in different areas of the world.

We’ll award 250 Novell Rewards Points for every sample document that we publish.

Send sample documents to nuiguys@novell.com.


Samples

Christopher Farkas

Here is a nicely laid out group that I like to monitor: Capital District Network Users Group.

I’m pasting the bylaws below, but wanted to give them credit by posting their link!!

Capital District Network Users Group Bylaws

As amended at the General Membership meeting, May 26, 1999

Article I: Name
The name of the organization is Capital District Network Users Group

Article II: Bylaws
The Bylaws shall provide for the management and governance of Capital District Network Users Group

Article III: Purpose
Mission: Capital District Network Users Group is an independent, not-for-profit corporation run by volunteers, that promotes the education and exchange of information among users of Novell® software and related products, and is an affiliate of Netware Users International, a Utah not-for-profit corporation.

Article IV: Definition
Defined Terms: In these Bylaws, the following terms shall have the meanings set forth below:

A. CD-NUG means Capital District Network Users Group, a New York not-for-profit corporation.

B. CD-NUG Member and CD-NUG Membership refer to, respectively, a member of and the collective membership of CD-NUG.

C. Operational Units are organized groups of CD-NUG Members established by the Board of Directors to promote specific goals of CD-NUG.

D. Policies means the policies of CD-NUG.

E. Procedures means the operating procedures of CD-NUG.

F. Year means the fiscal year of CD-NUG, ending on the last day of the month of August, or as otherwise determined by the Board of Directors.

G. NUI means Netware Users International, a Utah not-for-profit corporation.

H. Novell means “Novell®, Inc.”

I. NetWare is a registered trademark of Novell®, Inc.

J. Special Interest Group or SIG refers to a group of CD-NUG members organized to pursue a particular area of interest in accordance with the Mission of CD-NUG.

K. Organizational Period refers to the time between the adoption of these Bylaws and the beginning of the 1996-97 fiscal year.

Article V: Offices
Principal Office: the principal office for the transaction of business of CD-NUG shall be located in Albany, County of Albany, New York. The Board of Directors is hereby granted full power and authority to change, from time to time, said principal office from one location to another in said county.

Article VI: Membership
Eligibility: There shall be two (2) classes of membership in CD-NUG, a General Member and an Associate Member. The membership of CD-NUG shall consist of all persons who are members at the adoption of these Bylaws and any other persons who may be admitted to membership in such manner and under such requirements prescribed by the Policies of the Board of Directors.

Membership in CD-NUG shall be open to those individuals who are: (a) interested in advancing the mission of CD-NUG, (b) willing to subscribe to the Bylaws and Policies of CD-NUG, and (c) otherwise qualified under the provisions set forth in these Bylaws and the Policies of the Board of Directors.

An Associate Member shall be a non-voting member and is prohibited from seeking or accepting any position on the Board of Directors.

Dues: Annual membership dues, for both general members and associate members, shall be an amount as determined by the Board of Directors, published in an official document entitled “CD-NUG Membership Dues Structure” and published from time-to-time in the CD-NUG newsletter.

Suspension or Termination: The Board of Directors may, at any meeting, by a two-thirds (2/3) vote of those present, suspend the membership of any CD-NUG member who has violated the Bylaws or Policies or whose conduct the Board deems detrimental to the best interests of CD-NUG, such suspension to be effective immediately.

Membership Certificates: CD-NUG shall not issue shares of stock. The Board of Directors may, however, issue certificates evidencing membership in CD-NUG.

Meetings: Membership meetings shall be held from time-to-time as required, at a time and place to be determined by the Board of Directors, but in no case shall the number of Membership meetings be less than six (6) times per year. The rules of procedure at meetings shall be determined by Robert’s Rules of Order, latest revised edition.

Notice: Notice of the Membership meetings shall be published in the CD-NUG newsletter.

Article VII: Board of Directors
Powers: Subject to limitations of the Articles of Incorporation, the Bylaws, and the Laws of the State of New York as to actions which shall be authorized or approved by the members, and subject to the duties of directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the affairs of CD-NUG shall be managed by the Board of Directors. Without prejudice to such general powers, not subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

A. To select and remove all the other officers, agents and employees of CD-NUG, prescribe such powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or the Bylaws, fix their compensation, if any, and require from them security for faithful service.

B. To conduct, manage and control the affairs of CD-NUG, to establish policies and procedures for the operations of CD-NUG and to make such rules and regulations therefore not inconsistent with law, or with the Articles of Incorporation or the Bylaws, as they may deem proper.

C. To change from time to time the principal office for CD-NUG from one location to another.

D. To admit new members or terminate the membership of existing members.

E. To represent CD-NUG in its dealings with NUI, Novell®, Inc., and other organizations.

Duties: Duties of the Board of Directors shall be: To establish policy for the operation of CD-NUG; to develop and implement the strategic and action plans; to manage the fiscal operations of CD-NUG, to charter new groups and SIGs and, as necessary, to revoke charters previously issued; to represent CD-NUG in its dealings with NUI, Novell® and other organizations; to review and approve proposals, reports and recommendations; and to perform other functions as appropriate to the Board of Directors.

Composition of the Board of Directors: The Board of Directors shall consist of ten (10) voting Directors as follows: Ten (10) CD-NUG members in good standing who shall be elected by the CD-NUG membership and shall be called: President, Vice-President, Treasurer, Recording Secretary, Membership Secretary, Education Coordinator, Communications Coordinator and three (3) Members-At-Large.

Voting Rights: All Directors shall have one (1) vote in any matter before the Board, with the exception of the President, who shall not vote, except when necessary to break a tie.

Qualifications: To be eligible for either the position of Vice President or Treasurer, the candidate must have served at least one year as a member of the CD-NUG Board of Directors, that service occurring in the year prior to becoming a candidate for either position.

Terms: The President serves for a one-year term; the Vice-President serves a two-year term, the first year as president-elect and the second year as President; all other terms are for two (2) years. Notwithstanding the above, however, all Directors shall serve throughout the organizational period and the Vice-President shall only assume the duties of President upon the resignation or removal of the President.

Consecutive Terms: The President and Vice-President shall be limited to one consecutive full term of office.

Such person may be eligible for election to that office as if never before elected. Terms served during the organizational period shall not be taken into account when determining consecutive terms.

Assumption of Duties: The elected Directors shall assume their duties coincident with the start of the year following election and shall serve unless they resign, are removed, or are otherwise unable to fulfill an unexpired term.

Meetings:

All meetings of the Board of Directors shall be open to the CD-NUG Membership, except in those instances when an executive session is warranted, pursuant to the Public Meeting Laws of the State of New York. Additional meetings may be held at such times and places as may be determined by the Board of Directors. In addition, the President shall call a special meeting when requested by a majority of the members of the Board of Directors. The rules of procedure at meetings shall be determined by Robert’s Rules of Order, latest revised edition.

Notice of Meetings: Notice of meetings of the Board of Directors shall be published in the organization newsletter.

Waiver of Notice: The Board of Directors may meet without the customary notice, provided a waiver of notice, signed by at least two thirds (2/3) of the full Board of Directors, is executed before or after the meeting.

Adjournment: A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors’ present at any directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Telephone Participation: Any one or more members of the Board may participate in a meeting by means of a conference telephone call or similar communications allowing all persons participating in the meeting to hear each other at the same time. Such participation shall constitute presence in person at a meeting.

Quorum: A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board. A majority of the entire Board of Directors is required to pass any motion unless a greater proportion is required by law or these Bylaws.

Action without Meeting: Any action required or permitted to be taken by the Board of Directors under any provision of the Laws of the State of New York and under these Bylaws may be taken without a meeting if all of the directors of CD-NUG shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such directors.

Resignation or Removal: Any member of the Board of Directors may resign by giving written notice to the President. Any Director may be removed from the Board by the unanimous vote of the remaining voting Directors, at any meeting called for that purpose, for malfeasance, misfeasance or conduct in violation of the Bylaws or Policies. Any Director proposed to be removed shall be entitled to at least five (5) days notice in writing of the Board of Directors meeting at which such removal is to be voted upon and shall be entitled to appear before and participate with the Board of Directors at such a meeting.

Vacancies: When a vacancy occurs on the Board of Directors, the President shall, with the approval of the majority of the remaining Directors, appoint a replacement for the balance of the year. The appointed Director’s term of office shall begin upon approval by the Board of Directors. In case of a vacancy caused by the absence or disability of the President and Vice-President, the Board of Directors shall meet to select a new President from among the remaining officers.

Duties of the Directors:

Duties of the President:

a) To act as presiding officer at all meetings of the Membership and Board of Directors’ meetings;

b) To determine the agenda for all Board meetings;

c) To make such appointments as specified in Bylaws or Policies for terms specified at the time of the appointments, subject to the approval of the Board of Directors;

d) To serve as ex-officio member of all committees;

e) To call special meetings of the Board of Directors or the Membership as required;

f) To sign all legal documents;

g) To act as liaison and primary spokesperson between CDNUG and Novell®, NUI, and other organizations;

h) To act as Librarian for CDNUG, managing electronic and paper files and documentation; and

i) To perform all other duties incident to the office of President.

Duties of the Vice-President:

a) To perform the duties of President, in the event of the absence or disability of the President;

b) To automatically succeed to the office of President in case of a vacancy; and

c) To assume other responsibilities as assigned by the President with the consent of the Board.

Duties of the Recording Secretary:

a) To serve as secretary of CD-NUG and of the Board of Directors;

b) To keep, or cause to be kept, minutes of of all meetings, both regular and special;

c) To give, or cause to be given, notice of all meetings;

d) To perform all other duties incident to the office; and

e) To assume other responsibilities as assigned by the President with the consent of the Board.

Duties of the Treasurer:

a) To receive all dues and assessments and deposit them in a bank or banks designated by the Board of Directors in the name of CD-NUG;

b) To be the custodian of all funds of CD-NUG;

c) To disburse funds of CD-NUG as authorized by the Board of Directors;

d) To report the financial condition of CD-NUG to the Board of Directors as they shall direct;

e) To report to CD-NUG at all regular and special meetings;

f) To follow up for payment of dues by delinquent members;

g) To perform all other duties incident to the office; and

h) To assume other duties as assigned by the President with the consent of the Board.

Duties of the Membership Secretary:

a) To keep a register of all the members of CD-NUG with vital statistics of the members;

b) To maintain an accurate membership file to issue bills and maintain an up-to-date record of payments and delinquencies;

c) To determine and implement activities designed to increase and enhance the membership of CD-NUG;

d) To secure affiliation with CDNUG of all like-minded members of the community and to develop a program for their orientation, activation and retention; and

e) To perform other duties as directed by the Board.

Duties of the Communications Coordinator:

a) To be responsible for assembling, publishing and, with the assistance of the Communications Committee, distributing the organization’s newsletter.

b) Towards those goals, and with the approval of the Board of Directors, to require articles be submitted by other Board members and committee chairpersons.

c) To be responsible, in cooperation with the Membership Secretary, for the maintenance of a publicity campaign that will promote the activities of CD-NUG and its members.

d) To perform other publicity related duties as directed by the Board.

Duties of the Education Coordinator: The duties of the Education Coordinator shall be to schedule educational opportunities and to promote educational activities on the part of the members of CDNUG to contribute to their knowledge of Novell® software and related products.

Duties of the Members-At-Large: The Members-At-Large shall perform such duties as prescribed by the Board of Directors.

Standing Committees: The Board of Directors shall have the following standing committees: Budget and Finance, Membership, Education, and Communications.

Article VIII: Committees
Committees: In addition to such committees as may be specified in these Bylaws, the Board of Directors may establish such other committees as it may find necessary.

Membership: The President shall, with the approval of the Board, appoint the Chairperson of committees established by the Board of Directors. In consultation with the committee Chairperson, the President shall appoint the members of committees and submit the appointments to the Board of Directors for approval.

Article IX: Election of the Board of Directors
The date of annual elections shall be set by the Board of Directors, but shall be during the month of the last regularly scheduled Membership meeting before the end of the fiscal year. Election ballots will be published in the organizations’s newsletter, which is sent to all members in good standing. Ballots may be returned in person at the election or they may be returned by mail to the official CD-NUG mailing address. Those ballots being returned by mail must be received on or before the date of the election of Directors. Those candidates receiving the highest number of votes shall be declared elected to the Board. Ties will be resolved by lot.

Article X: General
Financial Responsibility: No organizational unit of CD-NUG or CD-NUG Member or staff member shall have the authority to pledge the credit of CD-NUG, except as specifically authorized by the Board of Directors.

Adoption of Bylaws: Upon adoption, these Bylaws shall become effective immediately

Inspection of Bylaws: CD-NUG shall keep in its principal office for the transaction of business the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during office hours.

Article XI: Amendments
Initiation of Amendments: The Board of Directors may propose an amendment to the Bylaws by a two-thirds (2/3) vote of the Board of Directors. CD-NUG Members may propose an amendment by submitting a petition signed by members numbering at least ten percent (10%) of the members in good standing. Such petition will be delivered to the President of CD-NUG. Within sixty (60) days of the receipt by the President, the signatures will be validated. The proposal will be submitted to the membership for ratification along with the next Board of Directors election ballot.

Adoption of Amendments: Ballots for the proposed change(s) shall be distributed to all active members via the organization’s newsletter. Returned ballots must be received on or before the date of the Annual Election of Directors. Amendments will be approved when passed by a two-thirds (2/3) affirmative vote of those voting.

Emergency Amendments by the Board: In an emergency, the Board may, by vote of at least three quarters (3/4) of the Directors then in office, amend these Bylaws effective immediately, subject to the CD-NUG Membership’s ratification pursuant to the procedures provided.

Effective Date: Amendments shall be effective on the date approved, or on the date specified in the amendment.

Publication: Notice of adopted changes in the Bylaws shall be published in an CD-NUG publication distributed to all CD-NUG members as soon as practical but no later than one hundred eighty (180) days after the effective date.

Termination:
The Capital District Network Users Group shall continue in existence in perpetuity unless terminated by a two-thirds vote of the members present, in person and voting at a duly constituted meeting. If for any reason the Group is dissolved and terminated, all of its assets shall be distributed to NUI, a Utah not-for-profit corporation, for subsequent redistribution to other user groups such as CD-NUG. In the event that the foregoing is impossible, the assets shall be distributed to such organizations which are then qualified under Section 501 (c) (3) of the Internal Revenue code of 1954, as amended, as determined by the vote of two-thirds of the members.

No provision of these Bylaws shall be interpreted so as to be in conflict with the laws of the United States or the State of New York.

If any provision of these Bylaws, or amendment thereto, shall be judged invalid by a court of competent jurisdiction, such determination shall not affect or invalidate any other provision of these Bylaws, or amendment thereto, and to this end the provisions of these Bylaws, and amendments thereto, are hereby declared to be severable.


Mary Matthews

We just re-wrote our bylaws last year to protect our chapter from falling prey to a reseller as has happened in other areas in our region. We also have a SIG charter for our big event and to protect it from being “absconded” by a reseller and being used as their own marketing tool, we limit who can be in charge of it.

When a reseller takes over the board they turn it into their own “dog & pony” show every month and once they drain the sales from the group, they leave the board and the group falls apart. Our group is not meant to be a sales mechanism for the local partners.

The WMNUG bylaws are attached below.

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2 Comments

  1. By:cafetom1

    Hello there,

    I would also like to receive these suggestions and documents.

    Tom

  2. By:ssalgy

    Don’t worry — we’ll post them for the benefit of everyone. Heck, this is a community — all for the greater good!

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