Start Up!
Guide to Starting and Maintaining
a Computer User Group:
QCS Bylaws
Bylaws of the Quad-Cities Computer Society
- SECTION 1: Name
- 1.01 The name of the organization is the Quad-Cities Computer
Society and the official acronym for the organization shall be QCS.
- SECTION 2: Offices
- 2.01 The principal office of the organization shall be in Davenport,
Iowa.
- SECTION 3: Purposes
- 3.01 This corporation is organized exclusively for charitable,
scientific and educational purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1954, as amended.
- 3.02 Specifically, this organization is organized to:
a. provide a forum for communicating ideas, resolving problems,
and increasing the effectiveness of users of microcomputers and
their related software and peripherals;
b. educate the public concerning the advantages and disadvantages
of microcomputers;
c. encourage the creation, modification, maintenance, duplication,
and distribution of public domain software and shareware to the
members of the organization;
d. publish a monthly newsletter for distribution to members, area
libraries and educational institutions.
- 3.03 This organization shall not, except to an insubstantial
degree, engage in any activities that are not in the furtherance
of the purposes stated in this section.
- 3.04 No substantial part of the activities of this organization
shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, except during a year for which the organization
has filed an election pursuant to Section 501(h) of the Internal
Revenue Code of 1954, as amended, in which case the organization
may engage in such activities to the extent allowed by such provision,
except that in no case may the organization participate in or
intervene in (including the publishing or distribution of statements)
any political campaign on behalf of any candidate for public office.
- SECTION 4: Dedication of Assets
- 4.01 The properties and assets of this nonprofit organization
are irrevocably dedicated to charitable, scientific and educational
purposes. No part of the net earnings, properties, or assets of
this organization, on dissolution or otherwise, shall inure to
the benefit of any private person or individual, or any member
or trustee of this organization, except as reasonable compensation
for the services rendered.
- 4.02 Upon the dissolution of the organization, the board of directors
shall, after paying or making provision for the payments of all
of the liabilities of the organization, dispose of all of the
assets of the organization to one or more organizations organized
exclusively for charitable, scientific, or educational purposes
as shall at the time qualify as exempt organizations under Internal
Revenue Code Section 501(c)(3) (or the corresponding provision
of any future United States Internal Revenue Law), as the board
of directors shall determine. Any such assets not so disposed
of shall be disposed of by a court of competent jurisdiction of
the County in which the principal office of the organization is
then located, exclusively for such purposes or to such organization
or organizations, as said court. Court shall determine which are
organized and operated exclusively for such purposes.
- SECTION 5: Members
- 5.01 There shall be four classes of membership in this organization;
student, individual, couple (or family), and corporate (or sustaining).
Any person or corporation shall be eligible for membership in
the appropriate selected membership class upon payment of such
dues as may from time to time be fixed by the board.
- 5.02 The membership of any member shall terminate upon the occurrence
of any of the following events:
a. The resignation of the member.
b. The failure to pay dues within the time set forth by the board of directors.
c. The determination by the board of directors or a committee
designated to make such determination that the member has failed
in a material and serious degree to observe the rules of conduct
governing membership in this organization.
- 5.03 No member may transfer for value a membership or any right
arising from it. All rights of membership cease on the member’s death.
- SECTION 6: Meetings of Members
- 6.01 Meetings of the membership shall be held at any place designated
by the board of directors. Regular general membership meetings
shall be held the second Wednesday of every month, except for
national holidays, in which event the meeting shall be held on
the subsequent Wednesday.
- 6.02 The annual meeting of members shall be held concurrently
with the regular March meeting, on the second Wednesday of March,
at 7:00 P.M. at the place regularly designated for general meetings,
unless the board fixes another date and place for such meeting
and so notifies the members not less than ten days before said
meeting.
- 6.03 A special meeting of the members may be called by any of
the following: (i) the board of directors; (ii) the president;
or (iii) five per cent (5%) or more of the membership, provided
that in all cases not less than three (3) weeks notice shall be
given to all members of such special meeting.
- 6.04 One-tenth (1/10th) of the membership shall constitute a
quorum for the transaction of business at a meeting of the members.
The members present at any duly called meeting at which a quorum
is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough members to leave less
than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the members required to constitute
a quorum.
- 6.05 Any members meeting may be adjourned from time to time by
the vote of a majority of the members represented.
- 6.06 Notice of a meeting shall be deemed given to any member
who attends the meeting without protesting before or at its commencement
about the lack of adequate notice.
- 6.07 Each member, regardless of membership class, shall be entitled
to cast one vote on all matters submitted to a vote of the members;
it being the specific intent of this clause that holders of couple,
or family, memberships, and holders of corporate, or sustaining
memberships, shall have one vote as an entity, regardless of the
number of “memberships” appearing to be created thereby.
- SECTION 7: Directors
- 7.01 The business and affairs of this organization shall be conducted,
and all the powers shall be exercised, by or under the direction
of a board of directors.
- 7.02 Without prejudice to these general powers, and subject to
the same limitations, the directors shall have the power to:
a. select and remove all officers, agents and employees of the
organization; prescribe any powers and duties for them that are
consistent with the law, and with these bylaws; and fix their
compensation;
b. change the principal office from one location to another, and
designate any place for the holding of any meeting;
c. designate the officers who may act as signatories of the organizations accounts, records, filings and the like.
- 7.03 A vacancy in the board of directors shall be deemed to exist
on the occurrence of the following:
a. The death, resignation, or removal of any director(s);
b. The declaration by resolution of the board of directors of
a vacancy of the office of a director who has been declared of
unsound mind by an order of the court; convicted of a felony;
or
c. The vote of a majority of the entire board of directors to
remove a director.
- SECTION 8: Officers
- 8.01 The board of directors shall consist of the following officers:
- President
- Vice president
- Secretary
- Treasurer
- Membership Director
- Past president as a Director-at-large (automatic, not subject to election)
- Three (3) Directors-at-large
Also serving as directors shall be the SysOp (System Operator—Bulletin
Board System [BBS] and leaders of SIGs (Special Interest Groups)
who shall serve as nonvoting members of the board from the time
of their appointment until the next regular election, at which
time such SIG leaders will be confirmed as a group by vote of
the membership and shall stand as voting directors/SIG leaders,
until the next regular election at which time their names shall
be submitted for reconfirmation. Failure to gain confirmation
as a group shall require a written ballot vote on each leader
individually, and those so confirmed shall serve as voting directors
until the next annual election and confirmation.
The organization may also have, at the discretion of the board
of directors, such other officers as may be appointed by the president
in accordance with Section 8.03 of these bylaws. Any number of
offices may be held by the same person, except that neither the
secretary nor the treasurer may serve concurrently as president.
Duties of officers not specifically set forth herein shall be
enumerated in a separate set of Standing Rules as may be drafted
and modified from time to time by the board of directors. The
duties of the officers as established herein shall always prevail
in the event of conflict between said Standing Rules, as adopted,
and these bylaws.
The officers of the organization, except those appointed in accordance
with the provisions of Section 8.03 of these bylaws, shall be
elected by the general membership of the organization as set forth
in Section 6.02 of these bylaws.
The board of directors shall meet monthly at such time and place
as shall from time to time be announced by the board of directors.
- 8.03 The board of directors may appoint, and may authorize the
president to appoint, any other officers that the business of
the organization may require.
- 8.04 Any officer may be removed, with or without cause, by the
board of directors, at any regular or special meeting of the board.
- 8.05 Any officer may resign at any time by giving written notice
to the secretary.
- 8.06 A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled only in the
manner prescribed in these bylaws for regular appointments to
that office.
- 8.07 The president shall be the chief executive officer of the
organization, and as such shall:
a. chair all meetings of the board of directors, and in the event
of a vote deadlock shall cast the tie-breaking vote.
b. subject to the control of the board of directors, generally
supervise, direct and control the business and officers of the
organization, and shall have such other powers and duties as shall
be prescribed by the board of directors or the bylaws.
c. appoint chairpersons of those standing and special committees
which are not chaired by a specified officer.
d. be an ex-officio member of all committees except the nominating
committee.
e. at or before the regular December meeting each year, appoint
a member of the board of directors as chairperson plus two additional
members to serve as a nominating committee. This committee may
at its discretion, appoint up to three additional members to the
nominating committee who are not members of the board of directors,
to serve as additional nominating committee members.
(1) The nominating committee shall report back
to the board of directors not later than the regularly scheduled
board of directors meeting for February their selection of (at
least) one candidate for each of the elective board offices. Further
nominations for office may be made any time prior to the call
for a vote on election night of anyone who will state their willingness
to serve in the capacity for which they are nominated, or who
has, prior to election night, filed with the secretary of the
board, a signed, written document so stating.
- 8.08 The vice president shall:
a. assist the president, and assume the duties of the president
in the president’s absence;
b. be responsible for programs and publicity.
- 8.09 The secretary shall:
a. maintain a record of the proceedings of each meeting of the
Society and of the board of directors;
b. maintain a file of all official documents concerning the Corporation
and see to the timely filing of state reports required to maintain
corporate status;
c. receive the correspondence directed to the Society and distribute
it to the proper officers and committees, in the absence of another
director having been assigned such duties;
d. handle general correspondence relating to the Society, in
the absence of another director having been assigned such duties.
- 8.10 The treasurer shall:
a. be responsible for the safekeeping of Society funds in a financial
institution known and approved by the board of directors;
b. issue receipts when requested or when deemed necessary;
c. collect, account for, and make timely deposits of all funds
due the Society and make disbursements as needed, or authorized
by the board of directors;
d. maintain accurate financial records which shall be available
for audit when requested by the board of directors, or an audit
committee appointed thereby;
e. see to the timely filing of all required state and federal
forms and tax returns;
f. if required by the board of directors, give the organization
a bond in the amount and with the surety or sureties specified
by the board for faithful performance of the duties of the office
and for the restoration of all its books, papers, vouchers, money,
and other property of every kind in the possession or under the
control of the treasurer on his or her death, resignation, retirement
or removal from office, such bond to be provided solely at the
expense of the organization.
- 8.11 The membership director shall:
a. see that each new member is registered properly;
b. extend membership and Society information into the community,
including directing and coordinating activities engaged in for
promoting the Society and increasing membership;
c. generally assist and direct the growth of the Society’s
membership base.
- 8.12 The directors at large shall:
a. assist the president in any area the president may see fit;
b. act as a stabilizing influence on the Society, and as ombudspersons
for members in matters regarding the general membership or other
matters in which such third-party intervention might be helpful
in settling a dispute between members or between a member, or
members, and the general public;
c. function in a long range planning capacity for the Society.
- SECTION 9: Elections
- 9.01 Elections shall be held at the regular monthly meeting in
March of each year. In the event of lack of a quorum, elections
shall be held at the next regular meeting at which a quorum is
present and all officers shall serve until such elections, subordinating
the provisions of Section 9.02.
- 9.02 Term of office shall be one year, and all officers shall
assume their responsibilities immediately following the election.
- SECTION 10: Fiscal Year
- 10.01 The fiscal year shall be the calendar year.
- SECTION 11: Rules Determining
- 11.01 Roberts Rules of Order, Newly Revised, shall govern
the meetings of the Society and shall be the final authority in
all matters not covered in these bylaws.
- SECTION 12: Records
- 12.01 The accounting books, records, articles and bylaws as amended
to date, and minutes of proceedings of the board of directors
and any committee(s) of the board of trustees shall be kept at
such place or places designated by the board of directors. The
minutes shall be kept in written or typed form, and the accounting
books and records shall be kept either in written or typed form,
or in any other form capable of being converted into written,
typed or printed form.
- 12.02 Every director shall have the absolute right at any reasonable
time to inspect all books, records and documents of every kind,
and the physical properties of the organization. This inspection
by a director may be made in person or by an agent or attorney,
and the right of inspection includes the right to copy and make
extracts of documents.
- SECTION 13: Effective Date
- 13.01 These bylaws shall take effect as of June 6, 1991.
Quad-Cities Computer Society,
by: s/Mel VanderHoek, its President
by: s/Judy Wagner, its Secretary
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