Bylaws of the Prescott Computer Society
Revised in 2001. No changes were made except to consolidate amendments
into the main document to facilitate reading. As rewritten and approved at the
Prescott Computer Society Board of Directors Meeting held on January 9, 2002.
TABLE OF CONTENTS
ARTICLE 1 - NAME AND MISSION
ARTICLE 2 - DIRECTORS
Section 2.1 - Number.
Section 2.2 - Eligibility, Terms, Resignation and Termination.
Section 2.3 - Vacancies.
Section 2.4 - Election of Directors.
Section 2.5 - Special Meetings.
Section 2.6 - Notice of Directors Meetings.
Section 2.7 - Chairman.
Section 2.8 - Quorums
Section 2.9 - Expenditures and Contracts
Section 2.10 - Compensation.
Section 2.11 - Powers.
Section 2.12 - Annual Report.
ARTICLE 3 - OFFICERS
Section 3.1 - Number.
Section 3.2 - Election, Term of Office and Qualifications.
Section 3.3 - Vacancies.
Section 3.4 - President
Section 3.5 - Vice President
Section 3.6 - Secretary
Section 3.7 - Treasurer
Section 3.8 - Salaries.
Section 3.9 - Removal.
ARTICLE 4 - AGENTS AND REPRESENTATIVES
ARTICLE 5 - ADVISORY COMMITTEES
ARTICLE 6 - VOTING UPON SHARES OF OTHER CORPORATIONS
ARTICLE 7 - MEMBERS OF THE PRESCOTT COMPUTER SOCIETY
ARTICLE 8 - FISCAL YEAR
ARTICLE 9 - PROHIBITION AGAINST SHARING IN EARNINGS
ARTICLE 10 - INVESTMENTS
ARTICLE 11 - AMENDMENTS
ARTICLE 1 - NAME AND MISSION
The name of the organization shall be the Prescott Computer Society (Herein
also referred to as the "Society" or the "PCS"). The mission of the Society is to
(1) Educate and assist its members in the better use of IBM compatible
computers,
(2) Provide a forum for the exchange of computer information,
(3) Encourage the use of computer resources in the community,
(4) Spread information regarding the computer facilities and resources
available in the Prescott area, and,
(5) Serve the community by making the skills of its volunteer members
available to the community. To accomplish its mission the Society shall draw
upon the skills, education and experience of its members and the community
at large. It will provide its members with an opportunity to meet with
others with similar interests, to exchange information and assist its
members in developing solutions to problems and issues related to the use of
computers. The basic goal of the Prescott Computer Society is to assist its
members and the community in the better use of personal computers. The
Prescott Computer Society will not engage in, or support, any political,
religious or other activities or functions. It will only engage in
activities consistent with its goal.
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ARTICLE 2 - DIRECTORS
Section 2.1 - Number. The number of directors of
the Prescott Computer Society shall be nine (9) unless such number be
increased or decreased by amendment to these By-Laws. When the number of
directors is decreased by amendment, each director in office shall serve
until his term expires, or until his resignation or removal as herein
provided.
Section 2.2 - Eligibility, Terms, Resignation and
Termination. All Directors shall be members of the Prescott Computer
Society. The terms of the directors shall be for 2 years from the date
of their election. The terms of the Directors are to be staggered with four
being elected one year and the other five being elected the following year.
This provides continuity and experience on the Board.
A director may resign at any time by giving written notice of resignation to
the Board of Directors. Any director missing three consecutive meetings of
the Board of Directors or in failure to comply with such reasonable
participation requirements as may be subsequently established by resolution
of the Board of Directors, may be relieved from his responsibility and
terminated from his office by a simple majority of the members of the Board
of Directors present and voting at any duly convened meeting.
Section 2.3 - Vacancies. Any vacancy in the Board
of Directors occurring between annual meetings, including a vacancy created
by an increase in the number of directors made by the Board of Directors,
may be filled for the unexpired portion of the term by the directors then
serving, although less than a quorum, by affirmative vote of the majority
thereof.
Section 2.4 - Election of Directors. There shall
be an annual membership meeting in March of every year for the purpose of
the election of directors to fill the regular vacancies in the Board of
Directors then occurring and the transaction of other business. A minimum of
two weeks' written notice of an annual meeting shall be given to all
members. If for any reason in any year such annual meeting shall not occur,
the annual meeting for that year shall be conducted at the next meeting of
the Board of Directors at which a quorum shall be present.
All currently paid-up members of the organization shall be entitled to one
vote. Election shall be by the simple majority of the members. Voting
results shall be tallied at the annual meeting and announced at that time.
There will be at least one Board of Directors meeting each year, within
thirty (30) days after the annual meeting of the membership.
Section 2.5 - Special Meetings. Special meetings
of the Board of Directors may be called by the President or Vice President
and must be called by either of them on the written request of any two
members of the Board. In an emergency the Board may meet by telephone
conference call.
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Section 2.6 - Notice of Directors Meetings. Notice
of all directors' special meetings, except as herein otherwise provided,
shall be given by mailing the same at least three days or by telephoning the
same at least one day before the meeting to the usual business or residence
address of the director, if known, otherwise to the last known address for
such director, but such notice may be waived by any director. Regular
meetings of the Board of Directors may be held without notice to the
membership at such time and place as shall be determined by the Board. Any
business may be transacted at any directors' meeting. At any meeting at
which every director shall be present, even though without any notice or
waiver thereof, any business may be transacted.
Section 2.7 - Chairman. At all meetings of the
Board of Directors, the President or Vice President (In that order of
priority), or in their absence a, chairman chosen by the directors present,
shall preside.
Section 2.8 - Quorums At all meetings of the Board
of Directors, a majority of the directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by
these By-Laws.
Section 2.9 - Expenditures and Contracts The Board
of Directors shall approve in advance, by simple majority vote, all
expenditures and contracts which exceed one hundred dollars ($100.00) before
a commitment to make the expenditure is made. Expenditures under one hundred
dollars ($100.00) shall be approved by the President or the Vice-President
of the PCS.
Section 2.10 - Compensation. Directors shall not
receive any salary for their services as such. The Board of Directors shall
have power in its discretion to contract for and to pay to directors
rendering unusual or exceptional services to the Society special
compensation appropriate to the value of such services.
Section 2.11 - Powers. All the powers, except
such as are otherwise provided for In these By-Laws and in the laws of the
State of Arizona, shall be and are hereby vested in and shall be exercised
by the Board of Directors. The Board of Directors may by general resolution
delegate to committees of their own number, or to officers of the Society,
such powers as they may see fit.
Section 2.12 - Annual Report. At the annual
meeting the Board of Directors shall present a report, verified by the
President and Treasurer or by a majority of the directors, showing in
appropriate detail the following:
(a) the assets and liabilities, including any trust funds, of the Society as
of the end of the fiscal year immediately preceding the annual meeting,
which shall be not more than four months prior to such meeting;
(b) the principal changes in assets and liabilities, including any trust
funds, during the year immediately preceding the date of the report;
(c) the revenue or receipts of the Society, both unrestricted and restricted
to particular purposes, for the year Immediately preceding the date of the
report;
(d) the expenses or disbursements of the Society, for both general and
restricted purposes, during the year immediately preceding the date of the
report.
The annual report of directors shall be filed with the records of the
Society and an abstract thereof entered in the minutes of the proceedings of
the annual meeting.
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ARTICLE 3 - OFFICERS
Section 3.1 - Number. The officers of the Society
shall be the President, Vice President, Secretary, Treasurer, and such other
officers with such powers and duties not inconsistent with these By-Laws.
Any two offices, except those of President and Vice President, may be held
by the same person.
Section 3.2 - Election, Term of Office and
Qualifications. The President and the Vice President shall be elected
annually by the Board of Directors from among their number, and the other
officers shall be elected annually by the Board of Directors from among such
persons as the Board of Directors may see fit, at the annual meeting.
Section 3.3 - Vacancies. In case any office of the
Society becomes vacant by death, resignation, retirement, disqualification
or any other cause, the majority of the directors then in office, although
less than a quorum, may elect an officer to fill such vacancy for the
remainder of the term of the officer being replaced, provided however in
case of vacancy in the office of President. the Vice President shall assume
the office and the directors shall elect a new Vice President.
Section 3.4 - President. The President shall
preside at all meetings of members and of the board of Directors. He shall
have and exercise general charge and supervision of the affairs of the
Society and shall do and perform such other duties as may be assigned to him
by the Board of Directors.
Section 3.5 - Vice President. At the request of
the President, or in the event of his absence or disability, the Vice
President shall perform the duties and possess and exercise the powers of
the President, and to the extent authorized by the By-Laws the Vice
President shall have such other powers as the Board of Directors may
determine, and shall perform such other duties as may be assigned by the
Board of Directors.
Section 3.6 - Secretary. The Secretary shall have
charge of such books, documents and papers as the Board of Directors may
determine. The Secretary shall attend and keep the minutes of all the
meetings of the Board of Directors and may sign with the President or Vice
President, in the name and on behalf of the Society, any contracts
authorized by the Board of Directors.
The Secretary shall, in general, perform all the duties incident to the
office of Secretary, subject to the control of the Board of Directors, and
shall do and perform such other duties as may be assigned by the Board of
Directors. The Secretary shall issue formal notice of annual meetings, prior
to each annual meeting. The Secretary shall use reasonable diligence in
ascertaining and assuring that a quorum shall be in attendance.
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Section 3.7 - Treasurer. The Treasurer shall have
the custody of all funds, property and securities of the Society, subject to
such regulations as may be imposed by the Board of Directors. When necessary
or proper the Treasurer may endorse on behalf of the Society for collection
checks, notes and other obligations, and shall deposit the same to the
credit of the Society at such bank or banks or depository as the Board of
Directors may designate. The Treasurer shall sign all receipts and vouchers
and, together with such other officer or officers, if any, as shall be
designated by the Board of Directors, the Treasurer shall sign all checks of
the Society and all bills of exchange and promissory notes issued by the
Society, except in cases where the signing and execution thereof shall be
expressly designated by the Board of Directors or by these By-Laws to some
other officer or agent of the Society.
The Treasurer shall make such payments as may be necessary or proper to be
made on behalf of the Society. The Treasurer shall enter regularly on the
books of the Society to be kept by him for the purpose, full and accurate
account of all moneys and obligations received and paid or incurred for or
on account of the Society and shall exhibit such books at all reasonable
times to any director. The Treasurer shall, in general, perform all the
duties Incident to the office of Treasurer, subject to the control of the
Board of Directors.
Section 3.8 - Salaries. The officers of the
Prescott Computer Society shall serve without any salary.
Section 3.9 - Removal. Any officer may be removed
from office without cause by the affirmative vote of all the directors
(except the vote of the officer himself or herself if he or she is a
director), or for cause by two-thirds of all the directors at any regular or
special meeting called for that purpose, for nonfeasance, malfeasance or
misfeasance, for conduct detrimental to the interests of the Society, for
lack of sympathy with its objectives, or for refusal to render reasonable
assistance in carrying out its purposes. Any officer proposed to be removed
for cause shall be entitled to at least five days' notice in writing by mail
of the meeting of the Board of Directors at which such removal is to be
voted upon and shall be entitled to appear before and be heard by the Board
of Directors at such meeting.
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ARTICLE 4 - AGENTS AND REPRESENTATIVES
The Board of Directors may appoint such agents and representatives of the
Society with such powers and to perform such acts or duties on behalf of the
Society as the Board of Directors may see fit, so far as may be consistent
with these By-Laws, to the extent authorized or permitted by law.
ARTICLE 5 - ADVISORY COMMITTEES
The Board of Directors may appoint from its members, or from among such
persons as the Board may see fit, one or more advisory committees, and at
any time may appoint additional members thereto. The members of any such
committee shall serve during the pleasure of the Board of Directors. Such
advisory committees shall advise with and aid the officers of the Society in
all matters designated by the Board of Directors. Each such committee may,
subject to the approval of the Board of Directors, prescribe rules and
regulations for the call and conduct of meetings of the committee and other
matters relating to its procedure.
The members of any advisory committee shall not receive any stated salary
for their services as such, but by resolution of the Board of Directors. a
fixed reasonable sum or expenses of attendance, if any, or both, may be
allowed for attendance at each regular or special meeting of such committee.
The Board of Directors shall have power in its discretion to contract for
and to pay to any member of an advisory committee, rendering unusual or
exceptional services to the Society, special compensation appropriate to the
value of such services.
ARTICLE 6 - VOTING UPON SHARES OF OTHER CORPORATIONS
Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority on behalf of the Society to vote either in person
or by proxy at any meeting of shareholders of any corporation in which this
Society may hold shares, and at any such meeting may possess and exercise
all of the rights and powers incident to the ownership of such shares which,
as the owner thereof, this Society might have possessed and exercised if
present. The Board of Directors may confer like powers upon any other person
and may revoke any such powers as granted at its pleasure.
ARTICLE 7 - MEMBERS OF THE PRESCOTT COMPUTER SOCIETY
All persons are eligible to become members of the Prescott Computer Society
by paying an annual membership fee as determined by the Board of Directors.
Annual dues are payable during the month of January of each year. New
member's dues would be prorated for the months remaining until the following
January.
All currently paid-up members are eligible to vote in the Annual election
for Directors as well as any other matters put to the membership for a vote.
All paid-up members are eligible to participate in the meetings offered by
the Society, and have access to all the benefits offered to the membership.
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ARTICLE 8 - FISCAL YEAR
The fiscal year of the Society shall be the calendar year, but by
resolution, without the necessity for amendment of these By-Laws, the Board
of Directors may select any other fiscal year deemed by it to be
advantageous.
ARTICLE 9 - PROHIBITION AGAINST SHARING IN EARNINGS
No director, officer or employee of or member of a committee of or person
connected with the Society, or any other private individual shall receive at
any time any of the accumulated funds from the operations of the Society.
Provided that this shall not prevent the payment to any such person of such
reasonable compensation for services rendered to or for the Society in
effecting any of its purposes as shall be fixed by the Board of Directors.
No such person or persons shall be entitled to share in the distribution of
any of the Society's assets upon the dissolution of the Society. Upon such
dissolution or winding up of the affairs of the Society, whether voluntary
or involuntary, the assets of the Society, after all debts have been
satisfied then remaining in the hands of the Board of Directors shall be
distributed, transferred, conveyed, delivered and paid over, in such amounts
as the Board of Directors may determine or as may be determined by a court
of competent jurisdiction upon application of the Board of Directors,
exclusively to a recognized non-profit charitable organization.
ARTICLE 10 - INVESTMENTS
The Society shall have the right to retain all or any part of any securities
or property acquired by it in whatever manner, and to invest and reinvest
any funds held by it, according to the judgment of the Board of Directors,
without being restricted to the class of investments which a director is or
may hereafter be permitted by law to make or any similar restriction.
ARTICLE 11 - AMENDMENTS
The Board of Directors shall have power to make, alter, amend and repeal the
By-laws of the Society by affirmative vote of a majority of the Board,
provided, however, that the action is proposed at a regular or special
meeting of the Board and adopted at a subsequent regular meeting, except as
otherwise provided by law. Any proposed change in the By-laws shall be
noticed to the full membership at least 10 days prior to the regular meeting
at which the change is to be made. The membership shall be entitled to
attend such meeting and give their input prior to any changes.
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