TWIN CITIES PC USERS’ GROUP, INC.
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Twin Cities PC Users’ Group, Inc., hereinafter TCPC. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 – Purpose: Twin Cities PC Users’ Group, Inc. is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The purposes of this corporation are exclusively to engage in, advance, support and promote society’s awareness, knowledge, acceptance, and utilization of computers generally and specifically through causes and projects to enhance the acceptance and usage of personal computing in Minnesota.
ARTICLE II – MEMBERSHIP
Section 1 – Eligibility for regular membership: Application for regular voting membership shall be open to any interested person upon receipt of an application for membership and annual dues. All regular memberships are considered family memberships and grant membership rights to the member, their spouse, and all unmarried children under the age of twenty-one (21) years.
Section 2 – Annual dues: The amount required for annual dues shall be $18 each year, unless changed by a majority vote of the Board of Directors. Continued membership is contingent upon being up-to-date on membership dues.
Section 3 — Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections. Each regular membership may be limited to one entry in door prize drawings.
Section 4 — Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership or a majority vote of the Board of Directors.
Section 5 — Non-voting membership: The board shall have the authority to establish and define categories of membership.
Section 6 — Other membership classes: The board has established the following special classes of membership:
Corporate Membership: Businesses may apply for corporate membership in TCPC. Corporate members get one vote in general meetings, five (5) printed copies of the monthly newsletter, and recognition by logo and link on the TCPC website's front page. Annual dues for corporate members are $100.
Elected Lifetime Membership: The board may elect to honor individual members of TCPC and who have contributed significantly to the organization's operations, leadership and success over many years with complementary, lifetime membership.
ARTICLE III — MEETINGS OF MEMBERS
Section 1 — Regular meetings: Regular meetings of the members shall be held monthly, at a time and place designated by the President.
Section 2 — Annual meetings: An annual business meeting of the members shall take place in the month of June, the specific date, time and location of which will be designated by the president. This meeting will coincide with the date and time of the normal monthly meeting. At the annual business meeting the members shall elect directors, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 3 — Special meetings: Special business meetings may be called by the president, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.
Section 4 — Notice of meetings: A notice of each business meeting shall be sent to each voting member, by mail or email, not less than two weeks prior to the meeting. Non-business meetings shall be announced on the website and may also be announced by email.
Section 5 — Quorum: The members present at any properly announced business meeting shall constitute a quorum.
Section 6 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the business meeting in which the vote takes place. Should a tie vote result, the vote of the senior officer present will be the deciding vote.
Section 7 — Other meetings: TCPC may sponsor other meetings to further the objectives of the organization, e.g., Special Interest Group meetings.
Section 8 — Open meetings: All meetings of TCPC will be open to the public regardless of an attendee's membership status subject to the following exceptions:
- When space constraints require, preference will be given to members of the organization and others may be asked to leave or denied admittance.
- The Board of Directors may close their meetings to non-board members for discussions requiring privacy. The president, vice-president, or a majority of the board members present may make the decision to close such meetings.
ARTICLE IV — BOARD OF DIRECTORS
Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the officers, Executive Committee and Board of Directors. The board shall have up to 11, but not fewer than 3 members. The board members receive no compensation other than reasonable expenses.
Section 2 — Terms: All board members shall serve one-year terms and are eligible for re-election without limitation. Board member terms begin on July 1 following the annual election in June. Terms continue through June 31 of the following year.
Section 3 — Meetings and notice: The board shall meet at least annually, at an agreed upon time and place. An official board meeting requires that each board member have notice at least two weeks in advance unless the requirement for advanced notice is waived by all board members.
Section 4 — Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.
Section 5 — Election procedures: The Board of Directors shall be responsible for nominating a slate of prospective board members. In addition, any member can nominate a candidate to the slate of nominees.
Section 6 — Quorum: A meeting must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 7 — Officers and Duties: There shall be four officers of the board, consisting of a president, vice-president, secretary and treasurer. These officers shall comprise the Executive Committee. Their duties are as follows:
The president shall preside at meetings of the Board of Directors; shall see that all orders and resolutions of the Board are carried into effect; and shall have general managerial responsibility and authority.
The vice-president shall implement the orders and resolutions of the Board and shall manage the business affairs of the corporation. In the event such position remains unfilled, the duties associated with his position shall rest with the president.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall keep accurate accounts of all monies, drafts and checks in the name of and to the credit of the corporation in such banks and depositories as a majority of the whole Board of Directors shall designate from time to time. They shall have the power to endorse for deposit all notes, checks, and drafts received by the corporation. They shall disburse the funds of the corporation as ordered by the Board of Directors, taking proper vouchers thereof. They shall render to the president and the directors, whenever required, an account of all their transactions as Treasurer. The treasurer shall make a report at each board meeting.
Section 8 — Vacancies and Additions: The board of directors may fill vacancies that occur mid-term. The board may also elect additional board members. These vacancies and additions will serve only to the end of the current term.
Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member may be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 — Special meetings: Special meetings of the board shall be called upon the request of the president, or by any two (2) members of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
ARTICLE V — COMMITTEES
Section 1 — Committee formation: The board may create committees as needed, such as fundraising, public relations, data collection, etc. The president appoints all committee chairs.
Section 2 — Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
ARTICLE VI — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors.
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on June 9, 2015
s/ Sharon Walbran
- June 9, 2015: Bylaws adopted by the board replacing the previous bylaws
- June 9, 2015: Corporate membership reinstated and clarified
- June 9, 2015: Elected Lifetime Membership added by board action
- June 9, 2015: References to "chair" replaced with "president" where appropriate and typographical errors corrected
July 12, 2016: Article IV replaced to correct errors, replace gender specific pronouns, and allow additions to the Board of Directors