ByLaws and Charter
ARTICLE I - NAME
The name of this association shall be LANUG (Lower Alabama .NET User Group), hereafter referred to as "LANUG."
ARTICLE II - OFFICES
The Board of Directors shall designate the principal office of the association. The association may have such other offices as the Board of Directors may designate or as the business of the association may from time to time require.
ARTICLE III - PURPOSE
1. Mission Statement: The Lower Alabama .NET User Group (LANUG) is an independent community of software developers formed to share knowledge and experiences with Microsoft .NET development products and technologies.
2. Goals:
a. Provide a forum for increasing knowledge about Microsoft .NET by offering informative programs.
b. Promote networking amongst group members to build an active developer community, thereby creating a living base of knowledge to support the group and its members.
3. The purposes for which this organization is organized are exclusively religious, charitable, scientific, literary and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
4. Notwithstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
ARTICLE IV - MEMBERSHIP
1. Membership in the LANUG shall not be denied to anyone based upon race, creed, sex, or religion. Membership is open to anyone having an active interest in Microsoft .NET application development products and related technologies as pursued through LANUG efforts and activities. Ownership of a computer is not a prerequisite for membership.
2. Each member who has a valid email address is entitled to receive one copy of the LANUG's newsletter(s) as issued. Each member is entitled to cast one vote in any election or LANUG activity that requires general membership approval.
ARTICLE V - MEETINGS
1. ANNUAL MEETING - The annual LANUG meeting shall be at the General Meeting held in November of each year for the election of Directors and transacting other business. If the meeting is not practical or can not be held in November, it may be held in January. Officers elected shall be seated the following January.
2. SPECIAL MEETINGS - Special meetings of LANUG for any purpose not proscribed by statute may be called by the Chairman or President at the request of not less than 20 percent of the members of the LANUG entitled to vote at the meeting or by a two-thirds vote of the Board of Directors.
3. GENERAL MEETING - The general public is invited to meet for technical and educational purposes consistent with the principles spelled out in Article III at any general meeting, as called by the President or set by Directors, with or without individual meeting notification. General meetings will normally be held bimonthly on the last Tuesday of odd-numbered months (January, March, May, July, September and November).
4. PLACE OF MEETING - The Directors will designate the place for each annual, general or special meeting.
5. NOTICE OF MEETING - Written, electronically distributed, or printed notice stating the place, day, and hour of the annual or special meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered no later than seven days before the date of the meeting.
6. CLOSING OF MEMBERSHIP DIRECTORY OR FIXING OF RECORD DATE - For the purpose of determining members of the LANUG entitled a notice of or to vote at any annual or special meeting of members; the membership directory shall be closed seven days prior to the meeting. All members in good standing shall be entitled to vote. Members shall be considered in good standing if they are registered with the Membership Chairman eight days before the annual or special meeting.
7. VOTING LISTS - The Membership Chairman of LANUG shall make a complete list of the members entitled to vote at least one day before the annual meeting for the election of Directors or a special meeting of the members called by the President. The list of the members of the LANUG entitled to vote at such meeting shall be arranged in alphabetical order. The list shall be kept by the membership chairman and may be inspected by members. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection by any member during the whole time of the meeting. The original membership directory shall be prima facie evidence as to who are the members of the LANUG entitled to examine such list or to vote at the meeting of members.
8. QUORUM - A quorum is defined as 20 percent of the members included on the voting list as defined in Article V, Section 7. If a quorum is not present at an annual, special, or regular meeting of the members of the LANUG, a two-thirds vote of the Board of Directors may deem those present in person or proxy to constitute a quorum. The votes of the Board of Directors may be either in person or by proxy.
9. PROXIES - At all annual and special meetings of members of the LANUG, a member may vote by proxy executed in writing by the member or by their duly authorized attorney in-fact. Such proxy shall be filed with the Secretary of the LANUG before or at the time of the meeting.
10. VOTING - Each member entitled to vote in accordance with the terms and provisions of the association and these bylaws shall be entitled to vote, in person or by proxy. All elections for Directors shall be decided by majority of the members of the LANUG that are present or represented by proxy and are entitled to vote; all other questions shall be decided by either a majority vote of the members entitled to vote or the Board of Directors.
11. RULES OF ORDER - All meetings and proceedings of LANUG shall governed by the rules contained in the latest edition of Robert’s Rules of Order, except in cases where they are not consistent with the bylaws specified herein.
ARTICLE VI - OFFICERS AND BOARD OF DIRECTORS
1. GENERAL POWERS – The Board of Directors shall manage the business and affairs of the non-profit association. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the association, as they may deem proper, not inconsistent with these bylaws.
2. NUMBER, TENURE, AND QUALIFICATIONS - The number of Directors of the association shall be Seven (7), who shall also serve as officers of the association. These officers shall constitute the Board of Directors. Each Director shall hold office until the next annual election of Directors when their successor shall have been elected and qualified, except, as resignation or loss of membership requires replacement, as specified hereafter. The Directors shall be--
Chairman, President, Vice President, Secretary, Treasurer, Program Director, Membership Director
3. ELECTION AND TERM OF OFFICE - The Directors of the association as specified in the previous section shall be elected annually at a meeting of the members of LANUG. Candidates for office shall be LANUG members in good standing. Each Director shall hold office until the successor has been duly elected.
4. REMOVAL - Any officer or agent elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interests of the association would be served thereby, but such removal shall be without prejudice to the rights, if any, of the person removed.
5. VACANCIES: Vacancies shall be filled by vote of the members of LANUG. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of the predecessor.
6. REGULAR MEETINGS - A regular meeting of the Directors shall be held monthly. The Directors may provide, by resolution, the time and place for holding additional regular meetings, or the postponement or cancellation of a scheduled meeting, without other notice than such resolution.
7. MANNER OF ACTING - The act of the majority of the Directors shall be the act of the Directors. The votes of the directors shall be either in person or by proxy.
8. REMOVAL OF DIRECTORS - Any or all of the Directors may be removed for cause by vote of the members of the LANUG or by action of the board. They may be removed without cause only by vote of the members of the LANUG.
9. RESIGNATION - A Director may resign at any time by giving written notice to the board, the Chairman, the President, or the Secretary of the association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
10 COMPENSATION - No compensation shall be paid to Directors for their services. Nothing herein contained shall be construed to preclude any Director from serving the association in any other capacity and receiving compensation therefore.
11 EXECUTIVE AND OTHER COMMITTEES - The board may designate by resolution from among the members of the LANUG a committee or committees that shall serve at the pleasure of the board.
12. CHAIRMAN – The Chairman of the association shall be the managing officer of the daily affairs of the association. The Chairman shall have, in conjunction with other Directors, access and responsibility for bank accounts and property of the association.
13. PRESIDENT - The President shall be the principal executive officer of the association and, subject to the control of the Directors shall in general supervise and control all of the business and affairs of the association. The President shall, when present, preside at all meetings of the members of the LANUG and of the Directors.
14. VICE PRESIDENT - In the absence of the President the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Directors.
15. SECRETARY - The Secretary or Secretary's designee shall keep the minutes of the general meetings and the Directors meetings. The Secretary will see that all notices are given in accordance with the provisions of these bylaws or as required and be custodian of the association records and perform all duties as from time to time may be assigned by the President or by the Directors. The books, records, and lists may be on any suitable media, including electronic or magnetic computer-readable media.
16. TREASURER - The Treasurer shall be responsible for all funds and securities of the association; receive and give receipts for money due to the association, and deposit all money in the association’s bank account. The Treasurer shall not disburse association funds without the co-signature of the Chairman, President, or Vice President. The Treasurer shall provide financial reports of the LANUG to the Board of Directors quarterly and issue an annual report to the Directors.
18. PROGRAM DIRECTOR - The Program Director shall schedule and coordinate the needs for each meeting. This includes making contact with the speakers, arranging for equipment, coordinating most other aspects required for a successful meeting, and perform such other duties as from time to time may be assigned by the President or by the Directors.
20. MEMBERSHIP DIRECTOR - The Membership Director shall maintain meeting attendance lists, update membership lists with meeting attendance information, drive up membership and meeting attendance by promotion in conjunction with the Public Relations Chairperson and perform other such duties as from time to time may be assigned by the President or by the Directors.
ARTICLE VII CONTRACTS, LOANS, CHECKS, AND DEPOSITS
1. CONTRACTS - Only the Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
2. LOANS - No loans shall be contracted on behalf of the association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC. - All checks, drafts, and other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the association shall be signed by at least two of the following Directors; Chairman, President, Vice President, or Treasurer.
4. DEPOSITS: All funds of the association not otherwise employed shall be deposited from time to time to the credit of the association in such banks, trust companies, or other depositories as the Directors may select.
5. ASSETS: All assets of LANUG will be permanently dedicated to charitable and educational purposes.
ARTICLE VIII FISCAL YEAR
The fiscal year of the association shall begin on the first day of January of each year.
ARTICLE IX AMENDMENTS
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the members of the LANUG that are present or represented by proxy and are entitled to vote, at any LANUG meeting when the proposed amendment has been set out in the notice of such meeting.
ARTICLE X: DISSOLUTION OF LANUG
1. LANUG may be dissolved at any time by a majority vote of the Board of Directors.
2. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future Federal tax code, or shall be distributed to the Federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by court of competent jurisdiction of the county in which the principal office of the organization is located, exclusively for such purposes.