As amended by a vote of the dBug Board of Directors
May 20. 2010
Article 1. Name
The organization shall be known as The Macintosh downtown Business Users Group d.b.a. "dBug", incorporated under the laws of the State of Washington as a nonprofit organization. Wherever the words "this organization" or "the organization" are used, they shall be understood to mean dBug.
Article 2. Mission Statement
dBug, an educational nonprofit organization, serves as a forum for the exchange of information and provides services for the users of the Macintosh and Apple related products.
Article 3. Board of Directors
1. The Board of Directors will consist of three (3) members elected from the membership at large. The elected members of the Board shall hold office for a term of one (1) year. All Elected Board Members are expected to stay in communication with other Board Members.
2. Appointed Board Members: The Board of Directors shall have authority to appoint additional Appointed Board members from outside the membership. The number of such Appointed Board Members shall be limited to the number of Elected Board Members less one (e.g., if there are 3 elected members, there can be no more than 2 appointed members). These are advisory, versus voting Board Memberships. Appointed Board Members' terms shall expire at the end of the term of the Board that appointed them, but can be extended by re-appointment without limitation. Appointed Board Members are invited to the Annual Membership meeting and encouraged to attend.
Article 4. Rights and Duties of the Board of Directors
1. The Board shall have the general charge and direction of the affairs, property and business of the organization.
2. A majority of the Board membership shall constitute a quorum of the Board. All decisions shall be made by a majority vote of such quorum members present unless otherwise provided in these bylaws.
3. Board Members must be present (virtually or in person) at any meeting of the Board in order to vote. However, a Board Member may attend "virtually" (e-mail, audio conference, etc.) if arrangements can be made ahead of time. From time to time it may be necessary to vote in-between board meetings. This can be handled by voting "virtually" as well.
4. The president or designee shall notify each Board Member at least three days prior to a scheduled meeting (when possible) of any change in the date or time of a board meeting.
Article 5. Eligibility
To be eligible to serve as an Elected Board Member, one must be a member in good standing of the organization, and must have been a member of the organization for at least six (6) months before taking office, so that one is familiar with the function and features of the organization. The same rules apply for the President, with the added stipulation that the person must have been a member in good standing of the organization for at least one (1) year.
Article 6. Officers
1. The Officers of this organization shall be the President and the Treasurer. The President shall be appointed by the Board from the currently elected Board members at the first Board meeting of the newly elected Board. The Treasurer shall be appointed by the President and approved by a majority of the Board.
2. No Officer of the organization or Elected Board Members shall, unless an employee of the organization, receive any salary, compensation, or emolument from the organization or the Board, either directly or indirectly. No Officer, Board Member or representative of the organization shall use his or her position or office to directly promote his or her own business or any affiliate's business. Expenses of Officers and Board Members when on organization business must be authorized by the Board.
Article 7. Rights and Duties of Officers
1. The President shall be the chief executive officer of the organization, the Chairperson of the Board and he or she shall preside at all meetings of the organization and of the Board. He or she shall be responsible for the overall management and conduct of the affairs of the organization and shall be responsible for carrying out and putting into effect all orders and resolutions of the organization and of the Board. Unless otherwise ordered and directed by the Board, all agreements and contracts on behalf of the organization shall be executed by the President, or designee with approval of the Board, in the absence of the President.
2. The Treasurer shall be the chief financial officer of the organization and shall be the custodian of the organization's financial records.
A. The Treasurer shall have general supervision over the collection, custody and disbursement of the funds and assets or cause the same to be deposited in the name of the organization in such bank(s) as the Board may designate. He or she shall be responsible for all monies received by the organization, for all payments made on its behalf and shall keep, or cause to be kept, complete and accurate accounts and records of such receipts and disbursements.3. Midterm vacancies: In the event that the position of President becomes vacant during a term, the Board shall appoint a new President from among the Elected Board Members in the same manner as described in Article 6 "Officers". In the event that the position of Treasurer becomes vacant during a term, the President shall appoint a new Treasurer in the same manner as described in Article 6 "Officers".
B. The Treasurer shall render a current financial accounting of said funds for all regular meetings of the Board.
C. At meetings designated by the Board, the Treasurer shall render a statement to the Board summarizing the receipts and disbursements of the organization since the last statement. He or she shall be prepared to submit a current Treasurer's report at all regular meetings of the Board.
Article 8. Elections
1. Officers and Elected Board Members may stand for re-election.
2. The Officers and all Board Members shall serve for the calendar year.
3. Officers and Elected Board Members elected at the annual elections in November will take office on January 1st of the following year.
4. Past Board Members are encouraged to remain in an advisory capacity for three (3) months after their official term expires.
Article 9. Nominations
Any member in good standing can be nominated for a position as a Board Member by any other member. All nominations must be seconded by a member other than the member making the original nomination or the nominee (See Article 5 for eligibility).
Article 10. Conduct of Elections
1. Elections of the Board Members shall be processed online using the ExChange (or similar service), by email or by U.S. Mail. Each vote shall be cast using a method approved by the Board.
2. All ballots shall be held by the Chairman of the Elections Committee for a period of one (1) month after the elections to permit examination and challenge by any interested member in good standing.
Article 11. Elections Committee
1. The Board will appoint a three-person Elections committee, with one (1) member presiding as chairman. The chairman of the Elections Committee shall not be running for any office in the upcoming election.
2. The responsibilities of the Elections Committee are as follows:
A. Call for nominations for Board positions.
B. Gather names of nominees and determine whether the nominees meet the requirements specified in Article 5 of the Bylaws.
C. Collect candidate position statements for posting to the Exchange.
D. Announce the deadline for the organization's members' ballots to be returned to the Elections Committee.
E. Create the ballots, and make them available to the membership.
F. Count the votes, determine and announce the winners.
Article 12. Membership
1. Any person regardless of age, color, sex, religious, political view, or origin of birth shall be eligible for admission to membership in the organization, provided he or she shall have paid annual dues.
Article 13. Dues and Fees
1. Annual dues to be paid by all members will be determined by a majority vote of the Board.
Article 14. Organization Funds
1. Membership in this organization shall not vest any member with any right, title or interest in or to the funds, property or other assets of this organization, now owned and possessed, or that may hereafter be acquired, and each member hereby expressly waives any right, title or interest in or to the property of this organization, including the funds of this organization.
2. The Board of the organization, by majority vote, may authorize disbursements of organization funds for any purpose that shall directly or indirectly aid or serve the objects and purposes of the organization. All checks paid for organization obligations, beyond normal periodic disbursements, which are in excess of two hundred dollars ($200) must first be approved by the Board.
3. The President or Treasurer of this organization shall sign all checks in payment of organization obligations.
Article 15. Board Meetings
The Board may meet as needed in a venue or manner at the Board's discretion. Actions of the Board shall be approved by a majority, unless otherwise stated, and shall be recorded in written minutes or Consent Action document.
Article 16. Removal of Board Members
Any Board Member of this organization may be removed from office at any time for cause by the vote of two-thirds (2/3's) of the Board members attending a regularly scheduled Board meeting. Notification of the vote to remove must be provided to all Board Members at least fifteen (15) days in advance of the Board meeting.
Article 17. Vacancies Created on the Board
The President shall appoint a person to fill a vacant Elected Board position consistent with these bylaws, who shall hold office for the unexpired term of his or her predecessor. Any such appointment shall be ratified by a majority of the Board before it is effective. This appointed position shall have all the voting rights f the elected position.
Article 18. Removal / Resignation of Board Member by Membership
Any Board Member may be removed from office by a two-thirds (2/3's) vote of the general membership attending a General Membership meeting called for the purpose of voting on the removal of such Member, or through a ballot delivered to all members in good standing of the organization. Any Board Member may resign at anytime by giving written notice to the Board or the President of the organization. Such a resignation shall take effect on the date of receipt of such notice or at any later time specified therein.
Article 19. Amendments
These Bylaws may be amended by the vote of two-thirds (2/3's) of the members of the Board, as necessary for the proper functioning of the organization. There may be a recall of any amendment passed by the Board, by the membership. A member or members may call a meeting to reverse an amendment by a 2/3 vote of the membership. The text of the revised amendment shall be made available to the membership at least thirty (30) days prior to the meeting when said amendment shall be considered.
Article 20. Dissolution
In the event of dissolution of the organization, the Board shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all of the assets of the organization exclusively for the purposes of the organization outlined in Article 2, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes.
Note: A copy of Robert's Rules of Order should be available to the organization as a guide.
Amendments made 5/20/10: Board reduced to three elected members; Articles 3, 6, and 16 reflect this change. Amendments made 3/09/09 to Articles 2, 4.3, and 17. Amendments proposed August 15, 2008, adopted by the dBug Board of Directors January 21, 2009
Amendments proposed, August 13, 2008, adopted by the dBug Board of Directors August 13, 2008
Amendments proposed, April 2, 2007; reviewed (partially accepted) by the dBug Board of Directors August 11, 2008
Amended October 12, 2002; adopted by a vote of the membership on November 12, 2002
Amendment proposed, December 23, 2001; adopted by the dBug Board of Directors January 9, 2002