By-Laws

of the

Huntsville Macintosh Users Group

Article I

The name of this organization shall be Huntsville Macintosh Users Group hereinafter referred to as the "Group". Further, all references to "he" hereinafter shall be construed to mean "he or she."

Article II

The purposes for which this organization is formed are:

Section 1. Specific and Primary Purposes.

The specific and primary purposes of this organization are to promote and encourage educational interest in Macintosh computer arts and sciences with particular emphasis upon defining, enlarging upon and applying the computer to education and to the social, scientific and environmental problems of society. To this end, the Group, with the consent of a majority of the Executive Committee, may cooperate with, and, if appropriate, provide services to persons, other groups, any local, state or federal governmental body or agency, or to any school, college or university.

Section 2. General Purposes and Powers.

A. To exchange and disseminate information among the Group members concerning Macintosh computer arts and sciences.

B. To provide technical assistance to other members of the Group in those computer projects which are not undertaken for pecuniary gain or profit including, but not limited to, hardware, software and computer programming.

C. To publish books, newsletters, magazines and other periodicals for the educational benefit of the Group members and the general public.

D. To conduct and sponsor seminars, lectures and courses relating to the Macintosh computer arts and sciences.

E. To maintain a Group library consisting of books, films, catalogues, disks, tapes, programs, journals or other materials relating to the Macintosh computer arts and sciences.

F. To develop and maintain computer and laboratory workshops for the members of the Group and the general public, including provisions for time-sharing operations. Subject to the provisions of Article II, Section 1, the computer centers and their capabilities would be available to the Group members, governmental agencies, educational institutions and those members of the general public whose use is non-profit in nature as defined and enumerated in these By-laws.

G. It shall be the policy of the Group to actively discourage the unauthorized copying of software, except for that which is classified as within the Public Domain, also known as "Freeware" and "Shareware". Such unauthorized copying shall under no circumstances be conducted under the auspices of the Group.

H. To engage in any activity not inconsistent with the provisions of these By-laws.

Section 3. Non-Profit status.

The Group is not organized, nor shall it be operated for, pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to its members, and is organized solely for non-profit purposes. The property, assets, profits and net income of the Group are irrevocably dedicated to scientific, educational and community services, and no part of the profit and net income shall inure to the benefit of any officer, member or individual. Should the Group ever be dissolved or cease to exist, its assets remaining after payment of all debts and liabilities shall be distributed to a non-profit fund, foundation, corporation or governmental body that is organized and operated exclusively for scientific, educational or community service purposes and has established its tax exempt status under the Internal Revenue Code and the Revenue and Taxation code.

Section 4. Additional Purposes.

A. To buy, lease, rent or otherwise acquire, hold or use, own, enjoy, sell, exchange, lease as lessor, mortgage, deed in trust, pledge, encumber, transfer or trust or otherwise dispose of any and all kinds of property, whether real, personal or mixed, and to receive property by gift, bequest or devise.

B. To enter into, make, perform and carry out contracts of every kind for any lawful purpose with any person, firm, corporation or governmental agency.

C. To solicit, receive funds and property by gift, will or otherwise, from individuals, trusts, corporations, associations, societies, institutions or other organizations or authorities desirous of contributing to the purposes for which this group is formed.

D. Notwithstanding any of the above statements of purposes and powers, this Group shall not engage in activities that in themselves are not in furtherance of the purposes set forth Section 1 of this Article II, and nothing contained in the foregoing statement of purposes shall be construed to authorize the Group to carry on any activity for the profit of its members, or to distribute any property, gains or profits to any of its members.

Article III

The county in the State of Alabama which is the principal office for the transaction of the business of the Group is Madison County.

Article IV

Membership in the Group shall be open to all persons without regard to age, race, religion, sex, creed or national origin and shall be governed by the following:

Section 1. Members.

There shall be two classes of member of the Group which shall be termed regular member, and additional family member(s). A regular member's membership entitles him to all privileges of the Group including receipt of the periodic newsletter. An additional family membership entitles him to all privileges of the Group except that only one newsletter shall be distributed to each family. One vote shall be allowed for each regular membership, and each additional family membership above the age of thirteen.

Section 2. Group Membership

The members of the Group shall consist of those persons who, upon the date of the adoption of these By-laws, shall have paid current dues to the Group for a regular membership or an additional family membership(s). Thereafter, members shall be those persons who pay such dues and assessments as are determined by the Executive Committee and approved by a two-thirds (2/3) majority of the voting members present. Regular membership in the Group without the payment of dues may be granted by the Executive Committee in those cases of financial hardship. If dues are waived, no additional family membership will be allowed. Memberships are not transferable.

Section 3. Admission to Membership

No person shall be excluded from membership because of age, race, religion, sex, color or creed. The only qualification for membership shall be payment of such dues or subscription fee, or waiver of dues when determined by the majority vote of the Executive Committee. No membership may be terminated for any reason other than the non-payment of dues or assessments or a violation of these By-laws. Termination of membership for a violation of these By-laws must be by a three-fourths (3/4) vote of the voting members present.

Section 4. Meetings of the Members.

The General Membership meeting of the members of the Group shall be held at a time determined by the executive committee and by a two-thirds (2/3) vote of the group. Other meetings shall be called and held at a time and place to be designated by the Executive Committee. The General Membership Meeting shall be conducted in accordance with Robert's Rules of Order. A quorum, which shall be 10% of the membership, shall be required for the conduct of official business. In the eventuality that a quorum is not obtained at a monthly membership meeting, the quorum requirements will be reduced by 25% at each succeeding meeting until such time as a quorum is obtained. The quorum requirements will then revert to the 10% figure.

Section 5. Voting

All regular members, and additional family members over the age of thirteen shall have equal voting rights and each such membership shall be entitled to one (1) vote.

Article V

Section 1. Executive Committee

The Executive Committee is the governing body of the Group shall be composed of the elected officers of the Group, president, vice president, treasurer and secretary and the appointed programs officer.

Section 2. Meetings.

Executive Committee Meetings shall be conducted in accordance with Robert's Rules of Order. Fifty (50%) percent of the executive officers holding office shall constitute a quorum for the transaction of business. In case of a tie vote, the president shall cast the deciding vote.

Meetings of the Executive Committee shall be held as required to conduct the business of the Group, at a time and place as determined by the majority of the committee. Special meetings of the Executive Committee shall be held at such times and places as directed by the president.

Section 3. Powers of the Executive Committee.

Subject to the limitations of these By-laws, the business and affairs of the Group shall be controlled by the Executive Committee including, but not limited to, the following:

A. To conduct, manage and control the affairs and business of the Group.

B. To receive on behalf of the Group, gifts, bequests and devices in the form of property or moneys.

C. To formulate policies and programs which will be presented to the general membership for vote.

Article VI

Section 1. Officers

The officers of the Group shall be a President, a Vice-President, a Secretary , a Treasurer and an appointed Programs officer who shall constitute the Executive Committee.

Section 2. Election.

The Executive Committee shall appoint a Nominating Committee of not less than 3 members and announce the committee at the November general membership meeting. The Nominating Committee will insure that all persons whom they nominate for office will accept the position if elected. The Nominating Committee will present a recommended slate of officers at the December general membership meeting. Nominations from the general membership on the floor will also be accepted at the December meeting and then nominations will be closed. Any person nominated from the floor at the general membership meeting will announce his willingness to accept the office, if elected, prior to the close of nominations. The election of officers shall be by secret ballot at the March formal meeting. Ballots from members not attending the meeting must be signed and delivered to an officer or member of the Nominating Committee before the March formal meeting. Ballots will be published in the January and February newsletters. The person receiving the highest number of votes for an office shall hold the office for the ensuing term. Incumbents may be reelected without restriction.

Section 3. Term of Office.

Officers shall be elected at each March formal meeting of regular members, or at any special meeting of the members held in lieu of the meeting. All officers shall hold office until their respective successors take office, except in the case of resignation, death, disability, or removal of an officer. New officers will take office in April at the formal meeting, one month after the election, at which time the previous officers' terms shall expire.

Section 4. Removal and Resignation.

An officer may resign or may be removed from office by a majority vote of the members. The Executive Committee shall appoint a person to complete the remaining terms of vacant offices with the appointee having all of the rights and responsibilities of the office.

Section 5. Duties.

A. President. The president shall be the executive officer of the Group and shall have general supervision of the affairs of the Group. He shall preside at all meetings of the Executive Committee and General Membership. At the April formal meeting of each year, the outgoing president shall make a report of the general business of the Group during the previous year. At the same meeting, the incoming president will then assume office and present a proposed budget for the ensuing year. The proposed budget must be accepted by a majority of the regular members present, or must be amended so as to be acceptable. The president shall appoint all committees and shall be an ex-officio member of all committees.

B. Vice-President. The vice-president shall, in the absence or disability of the president, perform all the duties of the president, and when so acting shall have all the powers of, and be subject to the restrictions on, the president. The vice-president shall be responsible for maintaining current records of the membership. He shall provide membership information to authorized persons, when required, to support the Group's activities. He shall maintain a membership file containing the name and address, and other such information as may be required, of each member of the Group. The vice-president shall perform such other duties as may be designated by the president.

C. Secretary. The secretary shall keep the minutes of all membership and executive officers meetings. In his absence, another club officer will be designated to take the minutes. The secretary shall maintain a file of all minutes and official correspondence of the Group, conduct the official correspondence of the Group and shall perform such other duties as may be designated by the Executive Committee. Files will be retired with the approval of the Executive Committee.

D. Treasurer. The treasurer shall be responsible for the financial records and accounts of the Group and shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Group with such depositories as are designated by the Executive Committee. He shall render to the president or the Executive Committee, on request, statements of the financial condition of the Group. He shall insure the timely payment of all bills, submittal of all taxes and other financial papers.

E. Programs. The Programs officer shall be responsible for recommending club programs, and with approval of the Executive Committee arranging for programs for the monthly formal and informal meetings. He shall prepare and update the planned program schedule, and prepare the announcements for the monthly newsletter.

Section 6. Appointed Officers/Volunteers.

The President with the concurrence of the Executive Committee shall appoint such volunteers as deemed necessary to support the normal functions and special activities of the Group. These appointed officers shall serve at the discretion of the President for his term of office or until completion of the activity.

Article VII

Section 1. Execution of Documents.

The Executive Committee may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Group, and this authority may be general or confined to specific instances; and, unless so authorized by the Executive Committee, no officer or agent or other person shall have any power or authority to bind the Group by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 2. Fiscal Year.

The fiscal year of the Group shall begin on the first day of April and end on the last day of March of each year.

Section 3. Budget.

Acceptance of the budget constitutes authority for disbursement of funds up to the extent of the authorized expenditures.

Section 4. Inspection of By-laws.

The Group shall keep in its principal office the original or a copy of these By-laws, as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the members at all reasonable times.

Article VIII

These By-Laws may be amended only in the following manner:

A. The Executive Committee, whenever two-thirds (2/3) of the officers shall consider it necessary, shall propose amendments to these by-laws, or,

B. Ten percent (10%) or five (5) of the regular members (whichever is less) may petition the Committee to amend the By-laws. The petition shall clearly set forth the ARTICLES and Sections to be amended, and thereafter the Executive Committee must propose said amendments to the general membership within forty-five days.

C. Any proposed amendment shall be submitted to the regular members in written form no less than five (5) and no more than forty-five (45) days before a vote shall be taken.

D. Any amendment shall be valid to all intents and purposes, as part of these By-Laws, when ratified by the vote of two-thirds (2/3) vote of the regular members present at a meeting called for that purpose. Notice of such meeting shall be given to all regular members no less than five (5) days prior to such meeting.

Adopted this 10th day of November, 1990 by a majority vote of the members present.

s/ Lee W. Jones

Certified: Lee W. Jones November 24, 1990

Secretary Date

Article V, Section 1 and Article VI, Section 1 were amended this 14th day of December, 1996 by a majority of the members present, to make the position of Programs Officer an appointed position instead of an elected position.

s/Lee W. Jones

Certified: Lee W. Jones January 11, 1997

Secretary Date