Bylaws

TCS Bylaws

Tulsa Computer Society Bylaws December, 1986

ARTICLE I: NAME AND PURPOSE

This non-profit corporation shall be known as Tulsa Computer Society, Inc., hereinafter referred to as TCS. Its dedicated purpose shall be aiding and facilitating the education and communication between individual computer users, different computer groups, and the general public.

ARTICLE II: LOCATION

The principal place of business shall be in the City of Tulsa, County of Tulsa, State of Oklahoma, and offices may be maintained in such other places as the Trustees may from time to time designate.

ARTICLE III: MEMBERSHIP

In these bylaws an active member refers to an Individual Member whose dues are current through the end of the month listed on their I/O Port label.

TCS recognizes and defines three types of memberships:

Individual Member: An individual member can vote in general elections, will receive the club newsletter, will be eligible for all club privileges, and if 18 years of age can hold office as a Trustee.

Student Member: A full time student. A Student Member may not hold office as a Trustee and cannot vote at TCS general meetings. Voting rights of a Student Member in a User Group will be determined by that User Group. The Student Member will receive the news letter and will be eligible for all club privileges not excluded by these bylaws.

Corporate Sponsor: An organization recognized by the Trustees because of donations, monies and/or services contributed to TCS. One employee or member of the organization will be given an Individual Membership which will entitle that person to the privileges of that status. The Corporate Sponsor will receive a newsletter and phone directory. With their permission, the Corporate Sponsor will be acknowledged in every newsletter and in the telephone directory.

ARTICLE IV MEETINGS

Section 1. Open Meetings. All meetings of TCS, including general meetings, user group meetings, and meetings of all elected governing bodies (Trustees, Representative Council, Judicial Council, and User Group Officer meetings), shall be open meetings, and shall allow all visitors.

Section 2. Location and Time of Meetings. Location and times of all regular meetings, including TCS general meeting, user group meetings, and meetings of governing bodies, shall be published in the I/O Port. Any changes in these locations and times shall be reported by the recording secretary to the I/O Port Editor, and published 30 days in advance.

Section 3. Minutes. All governing bodies must publish minutes of their meetings in the I/O Port.

Section 4. Rules of Order. Robert's Rules of Order shall apply to all meetings. In matters where the bylaws conflict with Roberts Rules of Order, the bylaws shall prevail. Parliamentarians may be appointed as needed.

Section 5. Recorded Vote. Any member of a governing body meeting may request a recorded vote on any matter, and if 15% of the members of that body present support the request for a recorded vote, the vote must be recorded, and the results included in the minutes of the meeting.

Section 6. Quorum. Quorum for a general meeting of TCS or a meeting of a User Group is 25% of the membership of the group; members will be counted if they are present or represented by proxy. Quorum for a governing body (Trustee meeting, Representative Council meeting, or user group executive meeting) is 50% of the members of that body; members will be counted if they are present or represented by proxy. Judicial Council meetings are not included here, since they are unscheduled and fall under the requirements for emergency meetings.

Section 7. Voting. At all general meetings, each active member, in attendance in person or by written proxy, shall be entitled to one vote. For any vote that these bylaws require be taken at a general meeting, ballots will be published in the I/O Port before the date the vote is to be taken; votes using those proxies received prior to the meeting plus ballots cast at that meeting will be counted at that meeting, using procedures which will maintain the secrecy of the vote, and insure that only members entitled to vote have voted, and that no one has voted more than once.

At any governing body meeting, a simple majority vote of members of that body in attendance or represented by proxy is necessary to approve actions on matters that were brought up at the preceding meeting. A 2/3 majority vote of members in attendance or represented by proxy is necessary to approve actions on new matters not brought up at the preceding meeting. If a new matter fails to achieve the required 2/3 majority vote, but it does receive a majority, the matter shall automatically be reconsidered, and postponed to the next regular meeting, where it shall be a general order of the day, to be considered along with other old business.

Section 8. Proxies. All proxies must be in writing, and must clearly designate whether they are giving general authority to vote on any matter, or just authority to vote on specific designated matters, or whether they are providing instruction on how to cast a specific vote on specific matters.

Section 9. Emergency meetings. Prior notice of an emergency meeting of any governing body must be given to all members of that body before the meeting. Quorum for such a meeting is 2/3 of the total membership of that body. Before any decisions may be made, 2/3 of the members present must agree to the emergency nature of each matter to be voted on. A matter must receive an affirmative vote from 2/3 of the members present to pass. Results of all votes taken at such meetings must be published in the I/O Port.

Section 10. General Meetings. All general meetings of the membership shall be held on the last Tuesday of each month at the principal place of business or at any other place authorized by a resolution of the Board of Trustees.

Section 11. Annual Meeting. The annual meeting, for election of officers, shall be held on the last Tuesday of March of each year. Notice of the annual meetings must be given to the membership at least (30) days prior to such meeting. At the annual meeting the President, Vice President, Recording Secretary, Membership Secretary, Treasurer, I/O Port Editor, and BBS Sysop shall be elected. These officers shall also serve as Trustees.

ARTICLE V TRUSTEES

The legal control of the day to day operation of this corporation shall be vested in a Board of Trustees composed of not less than five nor more than nine members.

Section 1. Make-Up. The Trustees shall consist of the President, Vice President, Recording Secretary, Membership Secretary, Treasurer, I/O Port Editor, BBS Officer, and two former presidents. These nine Trustees shall be elected by the active members at the annual meeting, and they shall serve one year or until their successors are elected. All Trustees must be at least 18 years old.

Section 2. Responsibilities. The Board of Trustees shall oversee the management of the corporation; they may appoint committees as the Board of Trustees may deem necessary. The Board of Trustees may veto actions of the Representative Council, Judicial Council, or User Group governing bodies for actions that: 1) are illegal, 2) violate the Bylaws, or 3) endanger the corporation's non-profit status.

Section 3. Meeting. The required annual meeting of the Trustees shall be held immediately after the annual general meeting adjourns. At such meeting the Trustees may receive written and detailed reports of the officers, and transact such other business as may come before them. All actions approved by the Board of Trustees shall be binding acts of the corporation. The trustees may have additional regularly scheduled meetings or emergency meetings as necessary.

Section 4. Additional Powers. The Board of Trustees may exercise all such powers of the corporation and may do all such lawful acts that do not violate these bylaws or do not endanger the non-profit status of the Corporation.

ARTICLE VI: REPRESENTATIVE COUNCIL

Section 1. Make-Up. The Representative Council shall consist of the elected representative(s) from each Voting User Group, chosen as follows: Voting User Groups shall be entitled to one representative on the Representative Council for the first ten active TCS members who have designated that User Group as their primary User Group, plus one additional representative for each additional twenty active TCS members who have designated that User Group as their primary User Group. A member of TCS may be a member of as many User Groups as desired, but only one User Group may be designated as the member's primary User Group, for determining Voting Representation on the Representative Council. A member may change his primary User Group at any time, but only once in each Fiscal Quarter. Each User Group must elect its representatives and present a list of their representatives to the recording secretary prior to a Representative Council meeting whenever there is a change in their representatives. No Representative Council member may serve as the elected representative of two User Groups.

Section 2. Responsibilities. The Representative Council will act as a steering mechanism for the interaction between all affiliated organizations. The Representative Council approves the budget submitted by its Budget Committee, it approves all non-budgeted expenditures of general fund money, and it has veto authority over user group expenditures which are illegal, violate these bylaws, or jeopardize our non-profit status. The Council must review and set the Membership Dues each year before leaving office.

Section 3. Leadership. At the first meeting of the Fiscal Year the Representative Council shall elect its own Chairman, who shall preside at all Representative Council meetings for the Fiscal Year or until a replacement is elected. The Representative Council shall elect its own secretary who will report the minutes of the Representative Council to the TCS Recording Secretary. If the chairman is unable to attend a meeting, he shall appoint an alternate chairman for that meeting; if none is appointed the members present shall elect a temporary chairman for that meeting.

Section 4. Limitations. The Representative Council shall consist only of those representatives chosen by their respective user groups. A Trustee or Judicial Council member may be chosen to serve on the Representative Council by their user group, but they are not automatically members by virtue of their other office, and while serving on the Representative Council they do not carry over any additional power by virtue of their other office.

ARTICLE VII: JUDICIAL COUNCIL

Section 1. Make-Up. The Judicial Council shall consist of the Presidents of each of the Voting User Groups, the President of TCS, and the Chairman of the Representative Council. Each member of the Judicial Council shall have only one vote.

Section 2. Responsibilities. The purpose of the Judicial Council is to arbitrate and resolve conflicts. It shall meet only when required to resolve conflicts. A meeting of the Judicial Council may be activated by a request from the President, or any two trustees, or 15% of the Representative Council, or by a petition signed by 15% of the membership of TCS, or 15% of the membership of any user group (to resolve a conflict within that User Group). Parties involved in the conflict must be notified of the meeting. The report of the Judicial Council must be published in the next I/O Port and reviewed at the next Trustees and Representative Council Meetings.

Section 3. Leadership. The Judicial Council shall choose its own Chairman at its first meeting of the Fiscal Year and he shall preside at all meetings during that Fiscal Year. The Judicial Council shall choose its own secretary who shall report all Judicial Council meeting minutes to the TCS Recording Secretary.

ARTICLE VIII: PRESIDENT

The President shall be the chief executive officer of the corporation; shall preside at all meetings of the Board of Trustees and all general membership meetings; shall execute bonds, mortgages, deeds, leases, and other contracts requiring a seal, under the seal of the corporation; and shall have general and active management of the business of the corporation.

ARTICLE IX: VICE PRESIDENT

The Vice President shall, in the absence or disability of the President, perform all duties and exercise the powers of the President and shall perform such other duties as the Board of Trustees shall prescribe. The Vice President will be responsible for arranging all programs including those for the general meetings and special programs including educational workshops, seminars and shows.

ARTICLE X: RECORDING SECRETARY

The Recording Secretary shall be responsible for keeping full minutes of all meetings of the Trustees, and receive and store minutes of the Judicial Council and Representative Council; shall keep and have charge of all non-financial records of the corporation, together with the seal and charter; and he alone shall have the authority to affix the seal of this corporation. He shall notify the I/O Port Editor of all regularly scheduled meetings and insure that the I/O Port Editor receives copies of all approved minutes for publication. He shall affix the Corporate Seal to all deeds and contracts executed by the corporation, and shall have such other duties as may be determined by the Board of Trustees.

ARTICLE XI: MEMBERSHIP SECRETARY

The Membership Secretary shall be responsible for maintaining the records of the club membership including membership lists and dues as prescribed by Representative Council guidelines, and provide labels for mailing the I/O Port and other club mailings. The Membership Secretary will be supported by the standing Membership Committee which is responsible for welcoming visitors and new members; issuing membership cards and other materials available for new members; and providing information to the I/O Port editor about user group (member) news and activities. He shall also be supported by the standing Nominating Committee.

ARTICLE XII: TREASURER

The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of all receipts and disbursements in books belonging to the corporation, shall maintain a list of all assets showing who has physical possession, and shall deposit all moneys and other valuable effects to the credit of the corporation in such depositories as may be designated by the Board of Trustees.

Section 1. The Treasurer shall disburse the non budgeted funds of the corporation as ordered by the Representative Council or in accordance with the approved budget, taking proper voucher for such disbursements, and shall render to the President, Trustees, Auditing and Budget Committees, and Representative Council at their regular meetings, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

Section 2. The Treasurer shall give the corporation a bond, paid for by TCS, if required by the Board of Trustees, in a sum and with one or more sureties satisfactory to the Board of Trustees for the faithful performance of the duties of his office and for the restoration to the corporation in case of his death, resignation, retirement, or removal from the office of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE XIII: I/O PORT EDITOR

The I/O Port Editor is responsible for writing, editing, producing and mailing a monthly newsletter which announces all club business (meeting schedules and minutes, calendar of events, and so forth) and serves as the official publication for the Tulsa Computer Society.

Section 1. The Editor is responsible for selling advertising for the newsletter, billing the advertisers and insuring that the Treasurer collects all monies for such advertising.

Section 2. The Editor may appoint an I/O Port committee to assist in the preparation and distribution of the newsletter: provide news items; sell advertising; fold, staple, and label for mailing.

ARTICLE XIV: BULLETIN BOARD OFFICER

The Bulletin Board Officer is responsible for running and monitoring the club bulletin board system; for maintaining the equipment and software in good operating condition; and as needed for upgrading the bulletin board service to the members (better software, more storage for uploaded software, publishing lists of uploaded software in the I/O Port, and so forth).

Section 1. The BBS officer may appoint a committee to see to the maintenance and service of BBS software and hardware.

ARTICLE XV: COMPENSATION

No Trustee, officer, Judicial Council member, Representative Council member, or User Group Officer shall receive any salary or other compensation for his services in performing that duty.

ARTICLE XVI: VACANCIES AND RECALL

Section 1. Vacancies of Trustees before their expired term shall be filled by a majority vote of the Representative Council.

Section 2. Vacancies of User Group officers and Voting User Group representatives to the Representative Council shall be filled by a majority vote of the members present at a meeting of that User Group.

Section 3. A Trustee may be removed from office by a 2/3 recall vote of the members present at a general membership meeting. Such a vote must be called at the request of the Judicial Council, or a majority vote of the Trustees, or a majority vote of the Representative Council, or upon presentation of a petition signed by 15% of the club membership. Notice of the recall vote must be published in the I/O Port with a notice of the meeting 30 days before the vote is to be taken.

Section 4. An officer of a user group may be removed from office by a 2/3 recall vote of the members attending a regularly scheduled User Group meeting. Such a vote shall be announced at one meeting, upon presentation of a petition signed by 15% of that user group, and the recall vote shall be held at the next regular meeting of that user group.

Section 5. The Chairman of the Representative Council may be removed from office by a simple majority Vote of No Confidence, which shall be called immediately upon presentation of a petition signed by 15% of the members of the Representative Council. A new Chairman shall be elected at that meeting.

Section 6. The representatives to the Representative Council from a user group may be removed from office by a simple majority Vote of No Confidence, which shall be called immediately at a User Group Meeting, upon presentation of a petition signed by 15% of the members of that User Group, and a new representative shall be elected at that meeting.

ARTICLE XVII: DISBURSEMENT OF FUNDS

Section 1. Checks issued for budgeted amounts under $100 may be signed by the Treasurer, or in his absence the President.

Section 2. Checks issued for budgeted amounts over $100 must be signed by two Trustees, one of which must be the Treasurer or the President.

Section 3. Non-budgeted expenditures must first be approved by the Representative Council, then disbursement of funds may proceed as in sections 1 and 2 above.

Section 4. User groups may spend their funds, not to exceed their account balance, for the purchase of equipment, services, and/or supplies, provided such expenditures are within the accepted guidelines of the society, and that all such materials will be incorporated into the inventory listing of the particular user group, and the TCS as well.

ARTICLE XVIII: DISSOLUTION

Upon dissolution of this organization all its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under section 501(c)(3) of the Internal Revenue Code, and none of the assets will be distributed to any member, officer, or trustee of this organization.

ARTICLE XIX: FISCAL YEAR

The fiscal year shall begin the first day of April.

ARTICLE XX: DONATIONS

The Corporation may accept contributions and donations of equipment or other property to be used for the exclusive benefit of the membership. All contributions and donations to the Corporation shall be subject to approval by the Board of Trustees.

ARTICLE XXI: AMENDMENTS

These Bylaws may be amended by the affirmative vote of two-thirds of the active members attending any regular meeting of the members, if notice of the proposed amendment is published in the I/O Port at least 10 days before they shall be voted on.

Section 1. Normal Procedure. Amendments shall first be considered by the Representative Council's Bylaw Committee, and then brought before the Representative Council for consideration, before presenting them to the General Membership for approval.

Section 2. Alternative Procedure. Amendments may be brought directly to the membership if they are accompanied by a petition signed by 15% of the general membership. Such amendments must be printed in the I/O Port and must be voted on at the first general meeting after the 10 day notice period, although the amendments have not been considered by the Representative Council.

ARTICLE XXII: USER GROUPS

The Tulsa Computer Society recognizes that the user groups form the foundation for service and growth of the club. Notice of user group meetings and announcements will be printed in the I/O Port.

There shall be two types of user groups: voting user groups and recognized user groups:

Section 1. The Voting User Group - A Voting User Group may elect one or more representatives to serve and vote on the Representative Council, chosen in accordance with Article VI, Section 1. The minimum requirements the group must satisfy are: meet at a clearly unique regularly scheduled time and place at least seven different months each year; and have a minimum of ten active TCS members who have designated that User Group as their primary User Group on the membership records of TCS. A Voting User Group may set its own dues for membership in that User Group. Those dues will be collected by the TCS Treasurer, along with TCS dues, and the User Group will be entitled to that portion of the dues collected in the name of the User Group. These funds will be posted to the TCS account, and earmarked for that User Group. The disbursement of these funds will be determined by a majority vote of members of the user group, and reviewed by the Representative Council, and disbursed by the Treasurer, provided the use of the funds is not illegal, does not violate these Bylaws, and does not endanger our non-profit status.

Section 2. The Recognized User Group - A Recognized User Group may elect a representative to Representative Council meetings; however, that group will not have a vote in Council business. The minimum requirements the group must satisfy are: meet at a clearly unique time and place at least once quarterly; and have a minimum of five active TCS members interested in forming the group. A Recognized User Group may set its own dues for membership in that User Group. Those dues will be collected by the TCS Treasurer, along with TCS dues, and the User Group will be entitled to that portion of the dues collected in the name of the User Group. These funds will be posted to the TCS account, and earmarked for that User Group. The disbursement of these funds will be determined by a majority vote of members of the user group, and reviewed by the Representative Council, and disbursed by the Treasurer, provided the use of the funds is not illegal, does not violate these Bylaws, and does not endanger our non-profit status.

Section 3. The voting status of each User Group and the number of representatives each is entitled to may be reviewed at any time and must be reviewed at the Representative Council Meeting prior to the election of the Chairman of the Representative Council, and quarterly during the Fiscal Year.

Section 4. Each user group may structure itself as it wishes, electing its own officers and representatives by democratic methods, establishing its own goals and objectives, and conduct its own business as it pleases, unless otherwise restricted by these bylaws.

Section 5. The head of each user group shall maintain a list of TCS assets that are under the control of that user group, and shall keep the TCS Treasurer informed of the current location and condition of those assets.

ARTICLE XXIII: STANDING COMMITTEES

Standing Committee Chairmen are nominated by the Trustee who works with that committee, and are elected by a majority vote of the Representative Council. The Chairman nominates the members for his committee, subject to confirmation by the Representative Council. All standing committees must have a minimum of four members with primary affiliations from at least two large user groups (groups with more primary affiliations than the number obtained by dividing the total number of TCS members by the number of voting user groups), and two small user groups. All standing committees shall be appointed as needed.

The Standing Committees serving the organization are:

1. Membership. Welcomes new members, conducts membership drives, provides club literature to interested parties, and supports the activities of the Membership Secretary.

2. Education. Designs and conducts educational programs for club members and for the community, and supports the activities of the Vice President.

3. Budget. Prepares an annual budget for approval by the Representative Council, and supports the activities of the Treasurer.

4. Auditing. Recommends and institutes policies and procedures which assure the sound management of club assets, and performs audits as necessary to assure that sound accounting procedures are being followed, and supports the activities of the President.

5. Nominating. Recommends at least one candidate for each office. The list of candidates must be announced at the January and February meetings, and printed in the February I/O Port, before the election meeting in March. The committee shall accept nominations from the floor during the January and February meetings. If there is only one candidate for an office, nominations can be made from the floor at the March meeting prior to election. All people nominated must have agreed to serve in the capacity for which they have been nominated. This committee supports the activities of the Membership Secretary.

6. Bylaws. Reviews proposed bylaw changes, before bringing them before the Representative Council for consideration, and then presenting them to the General Membership for approval. The two Past Presidents shall serve on the Bylaws committee, in addition to a minimum of four other members, two from large user groups, and two from small user groups.

7. Editorial. Supports the I/O Port Editor and BBS Officer (Sysop). Recommends and institutes policies and procedures which will assure the sound management of the Society's bulletin board and I/O Port publications. The Sysop and Editor may submit questionable material to the Editorial Committee for approval, to assure that propriety is maintained, and that both sides of an issue have a chance to be heard.

Tulsa Computer Society 12/02/98

Don Singleton, President
don@donsingleton.com