Our Bylaws ...
ARTICLE I: MEMBERSHIP
Section 1. Any person, organization or business may become a member of the Roaring Fork Computer Society, hereinafter "the Society" upon payment of yearly membership dues.
Section 2. There may be different classes of membership. The Board of Directors shall define the various classes of membership.
Section 3. The Board of Directors shall determine the amount of the dues for each class of membership.
Section 4. Each paid connection is classified as a service only, regardless of numbers, with no voting privileges of membership. A membership, by class, has one (1) vote per entity on all matters which are voted on by the membership as a whole
Section 5. Any member may be disciplined, suspended for a definite term or expelled as a member of the Society by a two-thirds (2/3) vote of Directors expressing a vote at a properly convened meeting of the Board of Directors, if the conduct of that member has been deemed to be prejudicial to the best interests of the Society, or if the member has been judged not to have adhered to the requirements of the Bylaws, and/or of the rules and regulations of the Society and of its activities. Any member considered for such action shall be given at least ten (10 days electronic notification that the matter will be considered at a meeting of the Board. The posting of such notice, by electronic means shall constitute sufficient notice. Said notice shall specify the grounds for the proposed action and shall detail the activities and/or conduct of the member which constitute the basis for the proposed action.
ARTICLE II: DIRECTORS & OFFICERS
Section 1. The Board of Directors shall have general supervision of the affairs of the Society, shall authorize activities which are consistent with the Constitution of the Society, and shall perform such other duties as may be appropriate for a Board of Directors, provided that they are in consonance with the Nonprofit Goals and the Bylaws of the Society. The day-by-day operations shall be vested in an employed Executive Director determined and serving at the pleasure of the Board of Directors.
Section 2. The Directors and Officers shall perform the duties prescribed in these Bylaws and by the parliamentary authority adopted by the Society. A Board member who is not available to participate in a meeting may give his proxy on matters that may come before the Board for a vote to the President or to any other Board member. Two unexcused meeting absences per term will be cause for termination from the RoFIntUG Board of Directors. The Board of Directors reserves the right to determine what is a reasonable absence.
Section 3. The Board shall Advise and Consent on the hire and discharge of any and all employees of the Society and likewise stipulate their duties and compensation. No paid employee of the Society shall serve on the Board of Directors, nor shall any member of the Board of Directors be a paid employee of the Society. All Board members shall serve on a voluntary, non-remunerated basis, except for reimbursement of reasonable out-of-pocket expenses that may be incurred in the performance of their duties and the connectivity service provided by the Society..
Section 4. Meetings of the Board of Directors shall be held every two months, but may be held more or less frequently as the Board may deem appropriate. A special meeting of the Board may be called by the President or by one-third (1/3) of the members of the Board. All Board meetings shall be open to members of the Society. The Board may enter into Executive Session when personnel or other matters generally recognized as appropriate for such a session are under consideration. Matters to be voted upon by the Board but deemed non-critical to the operation of the Society by the Executive Director may be solicited for electronic vote of the Board via e-mail.
Section 5. Directors of the Society shall number a maximum of Seven (7). Directors shall be chosen by vote of the membership, voting by electronic means, prior to the Annual Meeting. A Nominating Committee shall be chosen by the Board of Directors no later than one month prior to the Annual Meeting. This Committee shall nominate candidates for the position of Director of the Society, and solicit candidacies from the membership for the position of Director. Candidates may nominate themselves or be nominated by other members.
Section 6. The current Board of Directors shall recommend a list of candidates for Board Director to the membership. The recommended list shall appear on the electronic ballot, but each member may vote for any member of the Society, up to the maximum available seats, whether or not that member's name appears on the list recommended by the Board, or on the overall list of candidates. Each nominee shall have the right to accompany her/his name on the ballot with a statement of not more than one hundred fifty words setting forth the reasons why she/he feels qualified for the position.
Section 7. At least ten days before the date of the Annual Meeting, an official ballot shall be sent electronically to each member at their electronic address within the Society's electronic mailing system. The electronic voting procedure shall be clearly detailed within the body of the ballot. A properly completed ballot shall be returned to the electronic address indicated on the ballot not less than forty-eight hours before the scheduled time of the Annual Meeting. The names of all candidates for the Board shall be listed in a random order in the official voting portion of the ballot. An "X" in the space to the left of a candidate's name, or to the left of a write-in name on the ballot, shall constitute one vote. Each member may vote for up to, but not more than, the number of seats being filled. Any ballot containing more choices than the number of seats being filled shall be declared an invalid ballot. The nine persons receiving the most valid votes shall be declared to have been elected to the Board of Directors. Should a candidate or candidates withdraw their candidacy prior to or during the Annual Meeting, their seat on the Board shall be awarded to the candidate(s) receiving the next highest number(s) of votes.
Section 8. The term of office for each elected Director shall commence immediately following the Annual Meeting and shall be for two years, in the case of interim appointments, until the next seat election. In even years, two (2) Directors shall be elected and in odd years, three (3) Directors shall be elected. A Director may succeed her/him self within the term limits set. The Board of Directors shall fill any required Directors and Officers positions that may become vacant, and shall be able to appoint interim Directors to its ranks, by majority vote, during the course of the intervening term, provided that the total number of Directors does not exceed the maximum number specified in Section 5. Directors shall be limited to two (2) consecutive full elected terms, but may run again after one (1) year off the Board.
Section 9. The Officers of the Society shall be elected by majority vote by the members of the Board of Directors at its first meeting following the Annual Meeting. The Board of Directors shall choose from among its ranks a President, a Vice-President, a Secretary, a Treasurer and such other Officers as it may deem appropriate. Vacancies among the Directors and Officers may be filled at any regular meeting of the Board by a majority of those expressing their vote.
Section 10. Four (4) members of the Board shall constitute a Quorum for a properly convened Board Meeting.
ARTICLE III: COMMITTEES
Section 1. The President of the Board and/or the Board as a whole, by majority vote, may create Committees, or make other appointments and assign duties, from time to time, to carry out the work of the Society. Additional duties of Committees may be specified by the Board. The Chair of each Committee may be appointed by the President, but a majority vote of the Board shall take precedence in the selection of a Committee chair. The chair of a Committee may solicit members from the entire membership for the Committee, but the Board shall be the final arbiter as to Committee composition. The President serve as an ex officio member of all Committees, but may serve as a Committee Chair only with majority Board approval.
Section 2. When so requested, each Committee shall report on its activities to the Board, and shall obtain the approval of the Board for any of its activities when that may be required.
ARTICLE IV: MEETINGS
Section 1. The Annual Meeting of the Society shall be held in Pitkin, Eagle or Garfield County, in the State of Colorado within sixty days of the start of each fiscal year, as close to one year after the previous year's Annual Meeting as is appropriate, at such time and place as shall be determined by the Board of Directors. Electronic notice, setting forth the time, place, purpose and issues to be voted upon, shall be sent to the membership not less than ten (10) days prior to the scheduled date of the meeting.
Section 2. Special business meetings of the Society may be called by the President, a majority of the Board, or ten per cent of the membership. Notice of such special meetings shall be given as specified in Section 1.
Section 3. A quorum shall be required to conduct the business of the Society at Annual and Special meetings. Ten per cent (10%) of the membership legitimately voting by electronic means, shall constitute a quorum.
Section 4. A majority of all those expressing a vote shall decide any question unless otherwise stipulated in these Bylaws, and provided that the required quorum was attained.
Section 5. Deliberations and decisions of the Membership and of the Board of Directors may be taken when necessary by telephonic or other electronic means.
ARTICLE V: EXECUTIVE BOARD OF DIRECTORS
Section 1. The Executive Board of Directors shall be composed of the Officers of the Society.
ARTICLE VI: PARLIAMENTARY AUTHORITY
Section 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any Special Rules of Order which the Society may adopt.
ARTICLE VII: FINANCIAL OPERATIONS
Section 1. Any check or bank draft in excess of one thousand dollars ($1,000) shall require two authorized signatures. Any check or bank draft in excess of five thousand dollars ($5,000) shall require two authorized signatures, at least one signature being that of a Board Director. Any check or bank draft in excess of ten thousand dollars ($10,000) shall require three authorized signatures, at least two of which shall be those of Board Directors. All new checks ordered by The Roaring Fork Computer Society and/or its educational Internet activity, the Roaring Fork Internet Users Group, must carry explicit mention of the above signatory requirements. Failure to follow these rules may be cause for termination or disciplinary action. It is specifically prohibited to make any expenditure appear to be less than it would normally be by breaking it up into multiple smaller expenditures. The dollar amounts indicated in this section may be modified from time to time by a majority vote of the Board of Directors.
Section 2. The President shall implement all necessary documentation with any and all banks on whose books the Roaring Fork Computer Society and/or the Roaring Fork Internet Users Group may have accounts to ensure that all such banks shall carry in their records and enforce all the signatory restrictions of the Society as indicated in Section 1. The President shall be responsible to see that all appropriate bank documentation has been properly completed, including, but not limited to, relevant Board Resolutions, and signature cards.
ARTICLE VIII: AMENDMENTS OF BYLAWS
Section 1. These Bylaws may be amended by a two-thirds (2/3) majority of those casting their vote in any duly constituted vote of the Membership as delineated in Article IV, Section 3.
Our Board of Directors ...
2007-2008 Board Members:
Bob Arrington |
John Swanson |
Michael Weinstein |
Ed O'Dell |
John Bone |
Tod Cecil |
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