OLD BYLAWS
CONSTITUTION
OF THE
FOUNTAIN OF THE SUN
COMPUTER CLUB
ARTICLE I
NAME AND OBJECTIVES
Section 1.
Name
The name of this organization shall be Fountain of the Sun Computer Club.
Section 2.
Objectives
The objective of this organization will be to promote computer literacy through programs, education, and the exchange of experience and knowledge.
Section 3.
Limitations
This organization shall engage exclusively in the planning and conduct of meetings and functions of the members of the Fountain of the Sun Computer Club.
Section 4.
Pecuniary
This organization shall not be organized or operated for the pecuniary profit of its officers, committee persons or members. No part of the net income or assets of this organization shall inure to the benefit of any officer, committee person, or member thereof, or to the benefit of any private individual.
Section 5.
Membership Year
The Membership year shall begin on November 1 and end on October 31.
Section 6.
Amendments
The members of the Fountain of the Sun shall adopt and may from time to time revise such Constitution as may be required to carry out these objectives.
Section 7.
Standing Rules
This organization may adopt Standing Rules to carry out the business of the organization. These Standing Rules shall not be in conflict with the Constitution and Bylaws.
BYLAWS
OF THE
FOUNTAIN OF THE SUN COMPUTER CLUB
ARTICLE I
MEMBERS
Section 1.
Eligibility
There shall be three (3) categories of membership open to any individual who shall subscribe to the purpose and objectives of the Club and live in the Fountain of the Sun.
Section 2.
Member Responsibility
All members are to keep the Membership Committee advised of any changes to their email address, snail mail addresses and phone numbers. The Membership Committee shall not be held liable for the members not informing them of any changes to their membership information on the data base.
Section 3.
Membership Categories
The three (3) membership categories are regular, family, associate and honorary.
A.
Regular Membership:
This membership is available to any individual who lives in the Fountain of the Sun. Regular members enjoy all the privileges of the Club including voting and the holding of office as shall be as provided by the Constitution and these Bylaws.
B.
Family Membership:
This membership is available to residents who live in the Fountain of the Sun. Regular Family Membership is described as two persons from the same household. They shall each enjoy all the rights and privileges of the Club including voting and the holding of office as shall be as provided by the Constitution and these Bylaws.
C.
Honorary Membership:
This membership may be given by the Board of Directors to individuals and organizations that have provided extensive volunteerism and services to the Club. They shall not be eligible to hold office or to vote. Such member is not computed in determining a quorum.
Section 4.
Term and Dues
The term of membership shall be for one (1) year, beginning November 1 and ending October 31. Dues shall be $10 per year for Regular Membership and $15 a year for a Family Membership payable on or before the 31st day of January of each year. No member may vote whose dues are not paid for the current year. During the month of October of each year the Membership Committee may send, by email, a dues statement for the ensuing year.
Section 5.
Membership Data Base
Members will furnish to the Club their email address, their home address and a contact phone number when paying their annual dues. The Membership Committee will provide to the Communications Committee data necessary to expedite the business of the club when necessary, notification of meetings, and announcements for special consideration and to conduct balloting when required.
Section 6.
Termination of Membership
Membership in the Club may be terminated by (a) resignation or (b) lapse as follows:
A.
Resignation:
Any member may resign from the Club upon written notice to the Membership Committee.
B.
Lapse:
A membership shall be considered as lapsed and automatically terminated if such member’s dues remain unpaid for 30 days after the first day of the membership year, however, the Board may grant an additional 30 days of grace to delinquent members.
Section 7.
Reinstatement of Membership
Any member whose membership in the Club is terminated may rejoin the Club upon payment of dues. Membership dues are based on the entire membership year.
ARTICLE II
MEETINGS AND VOTING
Section 1.
Club Meeting
All monthly meetings of the Club membership shall be held within the Fountain of the Sun Community on the third Wednesday of each month at a place and time designated by the Board or at such other date and time as may be designated by the Board. Written notice of each meeting shall be sent by email by the Communications Committee at least five (5) days prior to the date of the meeting. The quorum for meetings of the members shall be twenty percent (20%) of the members present and voting.
Section 2.
Special Club Meeting
Special meetings of the membership may be called by the President or by the majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; and shall be emailed by the Communications Committee upon receipt of a request by five (5) members of the Club who are in good standing. Such special meetings shall be held within the Fountain of the Sun community at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be sent by email by the Communications Committee at least five (5 ) days prior to the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be 20 percent (20%) of the members of the members present and voting.
Section 3.
Board Meetings
All Regular and Special Meetings of the Board shall be held within the Fountain of the Sun community prior to the Club meetings, at such a place, day and hour as may be designated by the Board. Written notice of each such meeting shall be emailed by the Communications Committee at least five (5) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.
Section 4.
Special Board Meetings
Special meetings of the Board may be called by the President; and shall be emailed by the Communications Committee upon request by at least three members of the Board. Such special meetings shall be held within the Fountain of the Sun community at such a place, day and hour as may be designated by the person authorized therein to call such a meeting. Written notice of such meeting shall be emailed by the Communications Committee at least five (5) days and not more then ten (10) days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for a Special Meeting shall be a majority of the Board.
Section 5.
Voting
Each member in good standing whose dues are paid for the current membership year shall be entitled to one vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any Club meeting or election.
Section 6.
Secret Ballot
A secret ballot is in order when the issue has been debated or requested. Ballots will be distributed and counted at the meeting and the outcome shall be announced by the President. If the ballot is by email, a special format will be set up to protect the privacy of the voter. Proxy voting will not be permitted at any Club meeting or election.
ARTICLE III
BOARD OF DIRECTORS AND OFFICERS
Section 1.
Board of Directors
The Board shall be comprised of the President, Vice President, Secretary, and Treasurer all of whom shall be members in good standing and all of whom have been elected for two years terms at the Club’s Annual Meeting as provided in Article V and shall serve until their successors are elected. The Board of Directors is entrusted with the full management of the club at all times with the exception of changes to the Constitution, Bylaws and Standing Rules.
A.
The immediate Past President shall serve on the Board as an ex officio officer with voice and vote.
B.
A parliamentarian may be appointed by the board.
C.
All standing committee chairs shall be members of the Board of Directors.
D.
The President may appoint additional members of the Board who because of their respective expertise and experience will serve on the board at the president’s invitation and during his term of office. They shall have voice and vote.
Section 2.
Officers and Duties
The Club’s officers, consisting of the President, the Vice President, the Secretary and the Treasurer and shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. The immediate Past President shall serve as ex officio member of the board.
A.
President:
1.
The President shall be the chief executive officer and shall be the Club’s official representative to computer clubs belonging to the Computer Club Association.
2.
The President shall have the powers and perform the duties of the office, and shall have such other powers and perform such other duties as shall from time to time be specified by the Board and carry out such other duties as are prescribed in these Bylaws and Standing Rules.
3.
The President may, together with the Secretary, execute on behalf of the Club any contract which has been approved by the Board.
B.
Vice President:
1.
The Vice President shall have all the powers and perform all of the duties of the President during the absence or inability to act of the President.
2.
The Vice President shall be chair of the Program Committee.
3.
The Vice President shall also assist the President and have such other powers and perform such other duties as shall from time to time be prescribed by the Board or the President and carry out such other duties as are prescribed in these Bylaws and Standing Rules.
C.
The Secretary:
1.
The Secretary shall keep a record of the minutes of the proceedings of the meetings of the members and of the Board and of all matters of which a record shall be ordered by the Club.
2.
The Secretary shall have custody of all books, records and papers of the Club, except such as shall be in the charge of the Treasurer or of some other person authorized to have custody and possession thereof by resolution of the Board or by these Bylaws and Standing Rules. The books and records of the Club may be inspected by any member for any reasonable purpose at any reasonable time.
3.
The Secretary may, together with the President, execute on behalf of the Club any contract that has been approved by the Board.
4.
The Secretary shall notify the Bylaws Committee of a motion that may affects the Bylaws or Standing Rules within two (2) weeks of the motion being passed by the membership. A motion that does affect the adopted Bylaws or Standing Rules shall be presented in writing to the membership for action prior the motion being action upon.
5.
The Secretary, acting for the Board, shall send such notification to the Communications Committee.
6.
The Secretary shall also perform such other duties as shall from time to time be prescribed by, or pursuant to authority delegated by the Board and carry out such other duties as are prescribed in these Bylaws and Standing Rules.
7.
The Secretary shall have charge of correspondence and shall also have such other powers and perform such other duties as are incident to the office of the secretary of the club.
D.
Treasurer:
1.
The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the Club in books belonging to the Club and shall have the Club’s books at all times open to inspection to the Board and shall report to the Board at every meeting the condition of the Club’s finances and show every item or receipt or payment not before reported.
2.
At each Annual Meeting, the Treasurer shall also render to the members an account of all monies received and expended during the previous membership year.
3.
The Treasurer shall collect and receive all monies due or belonging to the Club and shall deposit all moneys and other valuable effects of the Club in the name and to the credit of the Club in such depositories at the Fountain of the Sun Community Association (FOSCA) as may be designated by the Board.
4.
The Treasurer shall disburse by check and/or voucher from the
funds of the Club all bills approved by the Board.
5.
The Treasurer shall also have such other powers and perform such other duties as are incident to the office of the treasurer of the club or as shall from time to time be prescribed by, or pursuant to the authority delegated by the Board and carry out such other duties as are prescribed in these Bylaws and Standing Rules.
6.
The Treasurer along with the Membership Committee shall issue membership cards to the paid members of the Club.
7.
The Treasurer along with the Secretary, other Club officers and/or committees shall provide to the Communications Committee the necessary information on all members necessary for the committee to notify the members via email of matters relating to club as stated in these Bylaws and Standing Rules for the review and response.
8.
The Treasurer shall maintain a petty cash box. The amount shall be set by the Board of Directors.
9.
The Treasurer shall maintain an authorization of expenditures of amounts up to, but not exceeding $1,000 for the purchase of computer equipment and as so specified in the budget and approved by the Board.
10.
The Treasurer shall submit a Budget to the Board of Directors at the beginning of each membership year. The Budget shall be presented at the December Meeting for action.
11.
The Treasurer shall give a Treasurer’s Report to the membership at the monthly meeting which shall include balances and debits as identified in the annual budget.
12.
The Treasurer shall be chair of the Finance Committee and shall prepare an annual budget for presentation at the annual meeting.
Section 3.
Vacancies
Any vacancies occurring on the Board or among the officers during the year shall be filled until the next annual election by a majority vote of the then members of the Board at its first Regular Meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice President, and the resulting vacancy in the office of Vice President shall be appointed by the Board.
ARTICLE IV
THE CLUB YEAR, ANNUAL MEETING, ELECTIONS
Section 1.
Club Year
The Club’s membership year shall begin on the first day of November and end on the thirtyfirst day of October.
Section 2.
Annual Meeting
The Annual Meeting shall be held in the month of November at which time Officers for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of this Article. They shall take office on December 1 and each retiring Officer shall turn over to his successor in office all properties and records relating to that office within thirty (30) days after the election.
Section 3.
Elections
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If no additional nominations for Officers are made at the November meeting, the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting of the Club, with no balloting required.
Section 4.
Nominations
No member may be a candidate in the Club election who has not been nominated.
Section 5.
Nominating Committee
During the month of September the Board shall select a Nominating Committee consisting of three (3) members and two (2) alternates, who are members in good standing, not more than one of whom may be a member of the Board. The Secretary shall immediately notify the committeemen and alternatives of their selection. The Board shall name a Chairman for the Committee and it shall be his duty to call a committee meeting which shall be held on or before October 1.
A.
The committee shall nominate one candidate for each office and, after
securing the consent of each person so nominated, shall immediately report their nomination to the Secretary in writing.
B.
Upon receipt of the Nominating Committee's report, the Secretary shall at least two weeks before the November meeting notify each member in writing of the candidates so nominated.
C.
Additional nominations may be made from the floor at the November Meeting by any member in attendance provided that the person so nominated does not decline when his name is proposed, and provided further that if the proposed candidate is not in attendance at the meeting, his proposer shall present to the Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. No person may be a candidate for more than one position.
ARTICLE V
COMMITTEES
Section 1.
Committees
The Board may appoint standing committees and/or special committees to advance the work of the Club in such matters as deemed necessary for the advancement of the goals and objectives of the Club. Such committees shall always be subject to the final authority of the Board unless otherwise specified by these Bylaws or Standing Rules.
Section 2.
Standing Committees
The following standing committees shall be appointment. The chairman of each shall serve on the board for directors and shall have voice and vote. The Board may from time to time recommend additional Standing Committees as necessary to conduct and carry out the programs and activities of the Club. The duties and areas of responsibility of each committee shall be determined by the board. The committees are as follows:
A.
Finance
B.
Membership
A.
Communications
D.
Program
B.
Scheduling
C.
Education
D.
Newsletter
E.
FOS Web Site
F.
Bylaws/Standing Rules
G.
Sales & Merchandising
K.
PC Computer Maintenance, Software and Education Materials
L.
Mac Computer Maintenance, Software and Education Materials
Section 3.
Special Committees
The following special committees shall be appointment. The chairman of each shall serve on the board for directors and shall have voice and vote. The Board may from time to time recommend additional special committees as necessary to conduct and carry out the programs and activities of the Club. The duties and areas of responsibility of each committee shall be determined by the board. The committees are as follows:
A.
Garage Sale
B.
Nominating
C.
Elections
Section 4.
Terminations
Any committee appointed may be terminated by a majority vote of the full membership of the Board and upon notice to all appointees. The Board may appoint successors to those persons whose services have been terminated.
ARTICLE VI
INDEMNIFICATION EXPULSION
Section 1.
Indemnification
The Club shall indemnity each officers and committee member to the full extent permitted by statutory law, or other applicable law, for all liabilities incurred in such a capacity except for liabilities due to gross negligence or willful misconduct.
Section 2.
Expulsion
Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board meeting and upon the Board’s recommendation. Expulsion may result from misconduct prejudicial to the best interests of the Club.
ARTICLE VII
AMENDMENTS
Section 1.
Proposal of Amendments
Amendments to the Constitution, Bylaws and Standing Rules may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by a member in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for the vote within three (3) months of the date when the petition was received by the Secretary.
Section 2.
Amending of the Bylaws
The Constitution and Bylaws may be amended by a fiftyone percent (51%) vote of the membership in good standing present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and emailed to each member at least two (2) weeks prior to the date of the meeting.
Section 3.
Pending and/or Outstanding Motions
If at a regular meeting of the membership a motion is passed that affects the Bylaws or Standing Rules it shall be referred to the Bylaws and Standing Rules Committee who shall prepare it for presentation to the membership at the next business meeting. A notice of the proposed change to the Bylaws and/or Standing Rules shall be sent to all members by the Communications Committee and the posted on the web site for review. The pending and/or outstanding motion shall not take effect until the membership has voted on the action. Voting on the pending and/or outstanding motion(s) is necessary because it affects the Bylaws and/or Standing Rules. The Board and/or membership may authorize an email ballot which shall be due back to the Secretary within three (3) days from the posted time of the email notification. This ballot is considered a secret ballot and shall be handled as such.
Section 4.
Secret Ballot
A secret ballot shall be used in all cases where there is debate or at the request of a member in good standing. A request for a secret ballot is a not debatable and no second is required.
ARTICLE VIII
DISSOLUTION OF THE CLUB
Section 1.
Dissolution
In the event that the Club members decide to dissolve the Club, all current members shall be duly notified regarding the proposal to dissolve by the Communications Committee. Two weeks after such notification, the President shall call a meeting to vote on the dissolution issue. If the majority of those members present and voting for dissolution, the Club is dissolved. A secret ballot shall be used. All ballots must be returned to the Secretary within five days of the closing date of balloting and counted in the presence of the Secretary and the Elections Committee. If the vote is to dissolve the club, all Club assets shall be disposed of under the direction of the Fountain of the Sun Community Association office.
ARTICLE IX
ORDER OF BUSINESS
Section 1.
Meetings of the Club Members
At Regular Meetings of the Club, the order of business, so far as the character and nature of the meeting may permit; may be as follows:
1.
Roll Call
2.
Reading of the Minutes of the last meeting
3.
Report of the President
4.
Report of the Vice President
5.
Report of the Secretary
6.
Report of the Treasurer
7.
Report of the Standing/Special Committees
8.
Election of Officers (at Annual Meeting)
9.
Unfinished business
1.
New business
10.
Program
11.
Adjournment
Section 2.
Meetings of the Board of Directors
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, or by the fact that it is a Special Meeting of the Board; may be as follows:
1.
Roll Call
2.
Reading of the Minutes of last meeting
3.
Report of the President
4.
Report of the Vice President
5.
Report of the Secretary
6.
Report of the Treasurer
7.
Report of the Committees
8.
Selection of Nominating Committee, if applicable
9.
Unfinished business
1.
New business
10.
Adjournment
ARTICLE X
PARLIAMENTARY AUTHORITY
Section 1.
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt.
ARTICLE XI
ADOPTION OF CONSTITUTION AND BYLAWS
This Constitution and Bylaws of the Fountain of the Sun Computer Club or parts
thereof shall become effective immediately upon the vote of the membership. They
shall be available to all members on line and shall be signed by the President
and the Secretary.
This Constitution and Bylaws is adopted on the _____________day of
_____________, 2003.
Signed by: ______________________________________________________________
President
______________________________________________________________
Secretary
STANDING RULES
OF THE
FOUNTAIN OF THE SUN COMPUTER CLUB
A.
Principle Office of the Club:
The principle office and mail address for the transaction of business shall be the set by the Board of Directors.
B.
Membership Rules:
All paid members may vote and hold office as specified by the Bylaws and Standing Rules.
C.
Voting:
The Treasurer shall provide the President with the total number of members in good standing prior to any issue that requires a vote of the body.
D.
Bylaws and Standing Rules Committee:
During the month of November, the Board shall designate three (3) Board members to be the Bylaws and Standing Rules Committee.
E.
Officers and Board of Directors:
1.
All Officers must be members in good standing for at least one year.
2.
All Board members must be members in good standing of the Club before they can become members of the Board.
3.
All Board Minutes will be sent to each Board Member two weeks following each Board Meeting. These minutes will be read by each Board Member prior to said meeting so that the reading of the Minutes can be waived at that meeting. Only additions and corrections need to be made at that time. The minutes may be posed on the Web site for review in lieu of mailing them.
4.
Any Board member elected by the members may be removed by the affirmative vote of twothirds (2/3) of the members in good standing present and voting or by a majority of the Board whenever, in the best judgment of the Board or the members, the best interest of the Club will be served thereby, but such removal shall be without prejudice to the rights of the member so removed. Such action shall be voted upon by secret written ballot at a Special Meeting called for the express purpose of voting upon the removal of said Board member.
5.
In the event that an important decision must be made by the Board, but without adequate time to call a Special Meeting, the President may call for the Board’s decision by telephone. The President must contact each member of the Board for their vote or decision. If in the event all Board Members cannot be contacted, then the decision will be made by the majority of the Board that were able to be contacted. The decision must be recorded by the secretary and all those contacted must be listed. This form of decision making may be done via email and voting by same with an electronic signature.
6.
The Board of Directors is entrusted with the full management of the club at all times with the exception of changes to the Constitution, Bylaws and Standing Rules.
F.
Notices:
Written notice shall be given to Club members by sending a copy thereof by email to each member appearing on the membership roster of the Club. The notification may call the member to go the Club’s web site to read the information.
7.
The Club Web Site:
The Club shall authorize the use the Club’s web site to post the minutes of meetings, bylaws and standing rules, program notes, classes, registration, and other information for the transaction of business.
8.
Education:
The Club shall provide educational programs for the purpose of expanding the knowledge of its members. These programs may be part of the Membership meeting or held as Special Program events.
9.
Classes and Fees:
The Club shall conduct classes for its members in the Computer Lab at the Fountain of the Sun. Registration for these classes is required and a fee of $5.00 will be charged. If a member registers for the class and does not prepay the registration, those who have prepaid will be honored first.
10.
Volunteer Instructors:
Classes are conducted by volunteers.
11.
Outside Instructors:
Outside instructors may conduct classes for the computer club membership and if there is a fee the fee for the class will be reflected in the class costs.
12.
Affiliations and Associations:
The Club may choose to affiliate with umbrella computer club organizations in the community. Payment of dues to these affiliations shall be presented to the Board for approval and included in the yearly budget.
13.
Records:
A.
The Board of the Club shall cause to be kept records of all proceedings of the Board, Committees and Membership thereof.
B.
All financial statements of the Club.
C.
Constitution, Bylaws and Standing Rules of this Club and all amendments thereto and restatements thereof; and
C.
Such other records and books of account as shall be necessary and appropriate to the conduct of the Club business.
14.
Destruction of Ballots:
The Club shall destroy all ballots upon completion of the vote.
These Standing Rules shall be come effected upon the day of adoption. They
shall remain in affect until such time as they are amended and/or changed by a
fiftyone percent (51%) of those present and voting.
Signed this ___________day of __________________2003.
________________________________________________________________
President
________________________________________________________________
Secretary