$Id: Bylaws,v 1.2 2004/03/15 20:03:29 root Exp $ Bylaws 03/15/2004 BYLAWS OF THE CAPITAL AREA CENTRAL TEXAS UNIX* SOCIETY as of 3/15/2004. ARTICLE I Name, Location and Incorporation A. The name of this organization shall be the CAPITAL AREA CEN- TRAL TEXAS UNIX SOCIETY and shall hereinafter be referred to as CACTUS. B. The principal office of CACTUS shall be located as directed by the Board of Directors. C. CACTUS is a not-for-profit organization. ARTICLE II Purposes A. This organization is formed to promote education information exchange among persons interested in Open Source, Open Standards and Open Systems embracing the Unix philosophy. ARTICLE III Membership A. Any individual or organization who indicates an interest in UNIX related topics or in furthering the interests of CACTUS shall be eligible for membership. The membership shall be divided into classes as follows: 1. Regular Members are individuals with voting rights. 2. Sponsor Members are individuals or organizations who, as a whole, have the same voting rights as a Regular Member. 3. Associate Members are individuals or organizations without voting rights. 4. Honorary Members are individuals or organizations who, in the opinion of the Board of Directors, have per- formed meritorious service for CACTUS or the Unix com- munity. Honorary members have the same voting rights as regular members. B. Each member agrees to abide by the Bylaws of CACTUS and pay dues as set by the Board of Directors. C. Applications for membership are subject to approval by a ma- jority of the Board of Directors. Honorary and Associate membership may be offered only upon invitation approved by a majority of the Board of Directors. ARTICLE IV Resignation, Terminations, Disciplinary Action, Exclusion, Expulsion and Reinstatement of Membership A. Any member may voluntarily terminate their membership by submitting a written resignation or by making an oral de- claration at a regular or special meeting. B. Any member may be expelled or excluded from membership by a two thirds majority vote of the Board of Directors if, in the Board of Directors determination, such individual will- fully commits an act or omission which is a violation of any of the Bylaws or Rules of CACTUS, or which is detrimental to CACTUS or the UNIX community. Expulsion from membership is subject to the following procedures and rights: 1. A written statement of charges including a date and place where the Board will consider expulsion will be mailed to the member and each Board member at least 30 days before action is considered. 2. The board will consider the charges and the member may present a defense at the stated hearing. 3. The vote will be by secret ballot. C. An expelled member may only be reinstated by a simple major- ity vote of the Board of Directors. D. The Board of Directors shall have the authority to provide for and impose disciplinary action for acts or omissions which do not justify expulsion from membership. ARTICLE V Dues A. The dues for all membership classifications shall be set by the Board of Directors. B. Dues shall be assessed for each 12 month period. C. Yearly dues shall be paid on or before the last day of the month the membership expires. Members who fail to pay their dues are subject to loss of membership. D. The Board of Directors may waive the dues for any member for any length of time. ARTICLE VI Books and Records A. Records of accounts and minutes of the proceedings of its members and Board of Directors shall be kept. Any voting member in good standing shall have access to said records. B. A record of the names and addresses of all its members shall be kept. A member may request that the Board of Directors hold the member's information in confidence. ARTICLE VII Meetings A. A regular meeting of the membership shall be held at a date, time, and place determined by the Board of Directors. B. A Board of Directors meeting of the membership may be called by the president as necessary and will be open to any member who desires to attend. C. A special meeting may be called at any time by the President. All voting members shall be notified at least 3 days prior to the meeting. D. A quorum of voting members shall be declared present if at least 30 days advance notification has been given for the vote. ARTICLE VIII Nominations and Elections A. The Board of Directors shall be empowered to obtain a list of nominations for Officers to present to the membership at least 1 month in advance of the elections. Nominations will also be accepted from the membership up to the actual elec- tion. All nominees must be voting members of CACTUS. B. The Officers will be elected annually by a quorum of voting members. ARTICLE IX Officers A. The officers of CACTUS shall be President, Treasurer, Scribe, Program Director, Newsletter Editor, Public Rela- tions Director, Membership Director. B. The term of office shall be 1 year. C. Should a vacancy occur in any office the board shall appoint an active member to serve the remaining term of office. D. Officers are expected to attend the regular meetings. E. The president shall be the CEO of CACTUS. The president will preside at all meetings. The President shall have au- thority to establish and dissolve all committees, appoint or remove committee chairs and shall be an ex officio member of all committees. The President has the deciding vote on all questions of equal division. F. The Scribe is responsible for keeping minutes of all meet- ings and recording the attendance of the meeting. The scribe will file and maintain any official documents or pa- pers pertaining to the club, club activities, authorities, or responsibilities except for financial records. G. The Treasurer shall be the Chief Financial Officer of CACTUS and shall be responsible for establishing and maintaining the financial records and conducting transactions of the club and its activities. The Treasurer shall be prepared to present a status report of the funds of the organization at any meeting. H. The Program Director is responsible for planning, schedul- ing, and coordinating all programs and facilities for meet- ings, club activities and furnish a calendar and description of such events to the Newsletter Editor. I. The Newsletter Editor shall be responsible for getting in- formation, preparing and distributing a monthly newsletter to members in good standing. J. The Public Relations Officer shall be responsible for pro- viding information about CACTUS to publications and organi- zations to further the interests of CACTUS. K. The Membership Officer shall be responsible for preparing and distributing membership information for the club. The Membership Director shall also be responsible for maintain- ing a current roster of paid members, indicating member's name, address, phone number and membership expiration date. ARTICLE X Board of Directors A. The Current elected officers, as noted in ARTICLE IX, Par. A shall constitute the Board of Directors. B. The Members at Large will assist the president and the other officers in properly conducting affairs. They shall assume such duties as may be needed, but their primary duty is to assure a broad base of representation of the membership dur- ing meetings of the Board of Directors. C. A Board Member may only hold one chair. D. The President will be the voting chairperson of the Board of Directors. E. The Board of Directors shall have the power to proceed in any manner as may, in their judgment, preserve the interests of the club. F. The decision of a majority of the Board of Directors on any question shall be binding until the next regular meeting when a majority of the members present may approve, nullify, or amend such decisions. G. Board Members must abstain from any vote where there is a conflict of interest. H. Any official proposal requiring a vote by the CACTUS Board of Directors may be circulated online among all Board members using the current CACTUS official officers' email list. A proposal may be initiated by any Board member. Such a proposal must have 1 online second, and unless otherwise stated, a vote on the proposal shall be conducted one week after said proposal has been introduced, following discussion conducted in the same online venue. Board members may vote at any time prior to this, and a quorum online shall consist of two thirds of the current Board members. The one-week discussion period prior to a vote may be shortened or lengthened by proposal, second and vote among Board members, but shall remain at one week unless and until such a change has been approved by two thirds of the current Board. For Board meetings at which Board members are physically present, a quorum shall consist of 51% of the current Board members. ARTICLE XI Amendment of the Bylaws A. The bylaws may be amended by a two-thirds vote of the Board of Directors. *UNIX is a trademark of The Open Group