STRUCTURE OF BY LAWS

VERDE VALLEY COMPUTER CLUB

A NON-PROFIT CORPORATION

STRUCTURE OF CONSTITUTION AND BY-LAWS

May 20, 1987

Amended 12/19/1993  

                12/17/1994

                06/21/1997

Revised   05/18/2002

            Amended 03/15/2003

 

ARTICLE I NAME & OFFICES

Section 1) Name

Section 2) Principal Office

 

ARTICLE II PURPOSE AND OBJECTIVES

ARTICLE III MEMBERSHIP

ARTICLE IV FISCAL / LEGAL

ARTICLE V OFFICERS

Section 1) Number of Officers

Section 2) Qualifications, Election & Term of Office

Section 3) Officers Vacancies

Section 4) Duties of President

Section 5) Duties of Vice-President

Section 6) Duties of Secretary

Section 7) Duties of Treasurer

Section 8) Surrender of Records

 

ARTICLE VI  BOARD OF DIRECTORS                                                                                             

ARTICLE VII COMMITTEES

Section 1) Standing Committees

Section 2) Advisory Committees

Section 3) Special Committees

Section 4) Nominating Committee

 

ARTICLE VIII ELECTIONS

Section 1) Election of Officers

Section 2) Removal of Office

 

ARTICLE IX MEETINGS

Section 1) General

Section 2) Board

Section 3) Other

Section 4) Quorum

 

ARTICLE X DUES

 

ARTICLE XI AMMENDMENTS

 

 

BY LAWS 

  

ARTICLE I  NAME AND OFFICES

 

Section 1) The name of this Corporation shall be “The Verde Valley Computer Club.”

Section 2) The principal office of the corporation for the transaction of its business is located in Cottonwood, Yavapai County, Arizona, or in such other area within Yavapai County as may be determined by the Board of Directors.

 

ARTICLE II  PURPOSE AND OBJECTIVES

 

Section 1) The purposes and objectives of this corporation shall be:

a)       To serve as an open educational forum for all persons who have an interest in learning more about the personal computer. All types of personal computers may be included, according to the interests of its members.

b)       To assist members in keeping abreast of information regarding new computer hardware and software, and upgrades thereto.

c)       To conduct general and special interest educational meetings and classes.

d)       To communicate accomplishments of the Group to news media and specialty magazines serving the field.

e)       To serve the community by cooperating with schools, public or private, to facilitate the advancement of knowledge and skills of the general public, relating to computer usage.

f)         To provide scholarships and/or other aid to worthy persons through generally recognized and accredited educational institutions.

g)       To maintain a public domain software and shareware library of programs for use by its members.

h)       To Refurbish old computers to be donated to disadvantaged households, and to provide computer training.

                

 

ARTICLE III  MEMBERSHIP

 

Section 1)   Any interested person who pays dues may belong to the club.

Section 2)   Membership shall be a family membership to include spouse and children under age 25.   All family memberships are a single vote.

 

ARTICLE IV  FISCAL / LEGAL

Section 1) The Club shall be a non-profit corporation.

Section 2) The Club’s fiscal year shall run from January 1, through December 31.

Section 3) The elected board shall be signatories for the Club’s bank account and any other financial instruments.  Two signatures are required for any checks written  over an amount as determined by the Board of Directors.     

 

ARTICLE V  OFFICERS

 

Section 1)  NUMBER OF OFFICERS

a) The elective officers of the corporation shall be:  President, Vice President, Secretary, and Treasurer.                                                                                                                                             

Section 2)   QUALIFICATIONS, ELECTION & TERM OF OFFICE

a) The term of office shall be the Club Year. (From January 1, through December 31).                         

b) All nominees for an office shall have been a member in good standing for at least six months prior to assuming office.

c) No person may hold the same office more than two terms in succession.

d) No person shall be an elected officer more than four years in succession.

e) However, if initially appointed to serve out an unfinished term of office, a member’s consecutive service may exceed these limitations by the length of time corresponding to that unfinished term of office.

f) If necessary, any of the Club Officers may hold a combination of any two offices, excepting the President, who shall not hold two offices concurrently.

Section 3)   OFFICERS VACANCIES .

a)       In the event an elective office is vacated in mid-term, the Directors shall appoint a replacement to serve for the remainder of the term

 

Section 4)   DUTIES OF THE PRESIDENT

a)       The President shall be the Chief Executive Officer of the corporation.  He/She shall supervise and control the affairs of the corporation and the activities of the officers; an ex-officio member of all committees; and the signing official for all the Group business.  He/She shall perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation and these By-Laws

b)       Shall preside at meetings of the board of Directors and the General Membership.

c)       Shall, for his/her term of office, appoint and dismiss the Chairpersons of all committees.

d)       Shall work with the Nominating Committee as a non-voting member.

e)       Shall have the responsibility for regular executive contact with the Advisory Committees.

f)         Shall sign Club checks in the absence of the Treasurer when necessary.

g)       May authorize unbudgeted expenditures from the club funds, providing no negative balance is reasonably foreseen.

Section 5)  DUTIES OF THE VICE-PRESIDENT

a)       In the absence of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the president.

b)       The Vice President shall be the Liaison to the school system.

c)       He/she shall be the Chairperson of the Nominating Committee.

d)        The Vice President shall also perform such other duties as may be prescribed by the Board of Directors, law, the Articles of Incorporation, or by these By-Laws.

Section 6)  DUTIES OF THE SECRETARY

a) Take custody of the original, or certified copies of the Articles of Incorporation and these By-Laws as amended/revised or otherwise altered to date.

b) Maintain a record of minutes of all meetings of the Board and special membership meetings.

c) See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law.

d) Be custodian of the records and of the seal and logo, if any, of the Corporation.

e) Upon request, exhibit at a reasonable time, to any Officer, or member of the Corporation, the By-Laws, and/or the minutes of the proceedings of the Corporation.

f) Perform all duties incident to the office of Secretary and such other duties as may be required by the Board of Directors, the Articles of Incorporation, or these By-Laws.

 

             Section 7) DUTIES OF TREASURER
 

a)       Take charge and custody of, and be responsible for, all moneys and securities of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

b)       Receive, and give receipt for moneys paid to the Corporation from any source whatsoever.

c)      Disburse, or cause to be disbursed, moneys of the Corporation as directed by the Board, taking proper vouchers for such disbursements.

d)      Upon request, exhibit at a reasonable time the financial records to any Officer or member of the Corporation.

e)       Prepare and submit to the Board of Directors, a monthly statement of transactions as Treasurer, and a summary of the financial condition of the Corporation.

f)         In general, perform all duties incident to the office of Treasurer and such other duties as may be required by the Board of Directors, law, the Articles of Incorporation, or these By-Laws.

g)       All moneys of the Corporation shall be timely deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors shall select.

Section 8)  SURRENDER OF RECORDS

a)   Upon completion of the term of office or resignation, each office holder shall turn over to his/her successor or other Officer all records, correspondence, documents and other corporate property in his/her possession.

 

ARTICLE VI BOARD OF DIRECTORS

Section 1) DIRECTORS

(a)     The Board of Directors shall be the Club’s governing body.

(b)     It shall consist of the President, Vice President, Secretary, Treasurer, Program Committee Chairperson, Editorial Committee Chairperson, Disk of the Month Committee Chairperson, Equipment Chairperson, Membership Chairperson, Senior class Chairperson, a SIG group Chairperson coordinator,  and the immediate Past President.  NOTE:  Each named officer/chairperson is a voting member of the Board of Directors, and may give a proxy to a member of their own committee when unable to attend a meeting.

(c)     Meetings of the Board of Directors shall be announced to its members at least seven calendar days in advance, except in emergencies. 

(d)     It may develop long-range proposals, beyond its own term in office, commensurate with the Club’s purpose and future well-being.

(e)     A copy of the Articles of Incorporation and By-Laws shall be distributed to new members of the Board of Directors when they assume office.

(f)       In the event an elective office is vacated in midterm, the Board of Directors shall appoint a replacement to serve for the remainder of the term.

(g)     The Board of Directors shall appoint an audit committee consisting of the outgoing Treasurer, the incoming Treasurer and one member of the board.

 

ARTICLE VII COMMITTEES

Section 1) STANDING COMMITTEES

(a)     The Chairpersons of the various Standing Committees may appoint their committee members as necessary to accomplish the assigned duties.

(b)     There shall be a PROGRAM COMMITTEE responsible for making all arrangements for conducting an informative program at each of the regular Club meetings.  It shall plan for topics to be presented at those meetings in accordance with the aforementioned Purpose of the Club.

(c)     There shall be an EDITORIAL COMMITTEE, chaired by the Editor, that is responsible for editing,  publishing and mailing of a Club newsletter.   The Editorial Committee shall also carry out the Club’s public relation activities and generate community interest by any suitable means.

(d)     There shall be an EQUIPMENT COMMITTEE, chaired by the Equipment Chairperson to keep inventory of all equipment, maintain equipment (clean and repair), supervise use (set-up and tear down) of equipment, update; additions or deletions of computer menu and/or other responsibilities as needed or dictated by the Board of Directors. All equipment is to be used for Club Functions exclusively.

(e)     There shall be a MEMBERSHIP COMMITTEE, chaired by the Membership Committee Chairperson that shall be responsible for the continued update of the membership rolls and to provide membership name tags for the upcoming general meeting.  Further, they shall record meeting attendance and provide member/visitor registration and welcoming of visitors.

 

(f)       There shall be a DISK OF THE MONTH COMMITTEE, chaired by the DOM (Disk of the month) Committee Chairperson that shall be responsible for the Disc of the Month, and/ or CD of the Quarter if so directed. The Chairperson shall research and find freeware or shareware that can be put on the Disk of the Month or CD of the Quarter; to create such disks including labels; and offer them for a donation.

(g)     There shall be a SENIOR SERIES CLASS COMMITTEE, chaired by the SSCC (Senior Series Class Committee) Chairperson that shall be responsible for planning, facilitating, coordinating and supervising the program: making  announcements at each Senior class meeting, regarding VVCC Activities & Rules of the computer lab, and keeping accurate records for reporting to the Board of Directors of the Verde Valley Computer Club. There may be several multi week courses during the school year.  Each course shall have 1 instructor and adequate lab assistants to help a maximum of 28 seniors working on computers.

(h)     There shall be a SPECIAL INTEREST GROUP,  coordinator, chaired by a SIG  (Special Interest Group) leader, which shall be selected by all of the SIG Groups. This chairperson shall be responsible to represent the other SIG leaders as a voting member of the Board of Directors.  This person will not hold an elective position during the term as a SIG Coordinator.  The Coordinator will attend other SIG meetings occasionally to see how things are going.  Relay any new information from Board meetings to SIG leaders either by phone or e-mail.  The SIG leaders shall appoint their coordinator at the beginning of the new year to serve from January 1 thru December 31 of that Year. SIG leaders shall help to coordinate meeting times and availability with school and/or buildings.  Coordinates with equipment chairman on repairs and needs.   

(i)      There shall be a PUBLICITY CHAIRPERSON to provide public service announcements to the local media.      

           Section 2) ADVISORY COMMITTEES

(a)     To achieve the Club’s goals and to maintain a high level of services to the membership, two advisory committees may be established.

(b)     SOFTWARE COUNSEL shall explore operating and applications software trends, make recommendations on shareware opportunities, and in general provide comment on this area of interest.

(c)     HARDWARE COUNSEL shall report on current and anticipated hardware developments, providing comment on this area of interest.

Section 3)  SPECIAL COMMITTEES

(a)     Special committees may be appointed to perform specific tasks.

 

Section 4)  NOMINATING COMMITTEE

(a)     The Nominating Committee shall seek qualified candidates for the Club’s elective offices during the next Club year, preparing a slate of nominees for submission to the general membership.

(b)     It shall consist of the Vice President as Chairperson and two other members.

ARTICLE VIII ELECTIONS

Section 1)   ELECTION OF OFFICERS

(a)     A  Nominating Committee for the selection of candidates for Club officers shall be appointed by the Vice-President and shall begin functioning no later than the month of August prior to election. 

(b)     The slate of nominees shall list at least one person for each office to be filled.

(c)     The slate of nominees shall be presented to the general membership at the October meeting.  All candidates must have accepted their nomination.

(d)     At the October meeting, other nominations may be made from the floor, provided the proposed nominees agree to stand for office, either at that time verbally or by prior written acknowledgment.  No further nominations will be made after this meeting.

(e)     During the month of November the membership will be notified in the Club newsletter of the final list of nominees and their qualifications.

(f)       The Election of Officers will be held at the December meeting, after the introduction of the nominees.  The election may take place by secret ballot.

Section 2)    REMOVAL FROM OFFICE

(a)     If the Board of Directors finds an officer to be seriously delinquent in the performance of his/her duties, he/she may be asked to resign or he/she may be removed from office by a vote of the Board of Directors.

(b)     Any officer or staff member using his/her position to promote any private enterprise shall, on the first offense, be censured by a vote of the remaining members of the Board of Directors.  On a subsequent offense, the offender shall be given the option of an immediate resignation or removal from office by a vote of the remaining members of the Board of Directors.

 

ARTICLE IX - MEETINGS

Section 1)     GENERAL

(a)     There shall be one general membership meeting each month.

Section 2)    BOARD

(a)   The Board of Directors may call a special meeting of the membership by no less than ten calendar days prior to the meeting date.

(b)   The Board of Directors shall meet once a month.  Reasons for deviation from this schedule shall be recorded in the Minutes.

(c)   The January meeting of the Board of Directors shall be a joint session of the retiring and incoming members to facilitate transfer of responsibilities.

(d)   No decisions requiring a vote from the Board of Directors can be made except in a monthly or Special Board meeting or by Phone contact with a quorum of the Board members.

Section 3)     OTHER

(a)   Other committees shall meet at the call of the Chairperson.

(b)     Only designated members of a committee may vote at its meetings.

(c)     While meetings are to be held in an informal format, the Chair may revert to Roberts Rules in the event of a conflict situation.

Section 4)    QUORUM

(a)     Any number of Club members-in-good-standing attending regular or special membership meetings shall constitute a quorum.

(b)     A quorum at the Board of Directors meetings shall consist of four voting members, including at least two elective officers. 

 

ARTICLE X DUES

Section 1)   DUES

(a)     At its November meeting, prior to the start of the new Club Year, the  Annual Club Dues shall be set by the Board of Directors.

(b)     Annual dues must be paid in full no later than February 15 of the new Club year.

(c)     Failure to meet the above requirements will result in a loss of membership, unless the Treasurer and the President agree to a special recorded arrangement.

(d)     A former member may be reinstated to full membership upon payment in full of dues owing.

(e)     New members shall pay dues pro-rated according to the remaining quarters in the club year, including the quarter in which the member joins per attached schedule:

(f)       QUARTER l MONTHS l PRO-RATED DUES

1)  1 Jan, Feb, Mar  3l, 100%                                                                                                                                 

2)  1 Apr, May, Jun 30,  75%                                                                                                      

3)  1 Jul,  Aug, Sep 30,  50%

4)  1 Oct, Nov, Dec 31,  25%

 

ARTICLE XI AMMENDMENTS

(a)     Amendments to the Constitution and By-Laws shall be prepared, discussed and voted on by the Board of Directors.

(b)     Upon approval of the Board of Directors, these By-Laws shall be published and mailed to the members at least five days prior to the voting meeting

(c)     They shall be open for discussion and changes at the voting meeting of the membership.

(d)     Each amendment may be voted on independently.

(e)     Ratification of amendments shall be by a simple majority of those voting.

(f)       Amendments shall be effective immediately following ratification by the membership