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By-laws of the
Association of Personal Computer Users (APCU)

Revised: October 24, 2003, adopted December 13, 2003       Download printer-friendly pdf

TABLE of CONTENTS

 

Article 1 Offices *
Article 2 Name *
Article 3 Purposes *
  3.1 Purposes Intended *
  3.2 Purposes Prohibited *
Article 4 Dues and Privileges of Membership *
  4.1 Dues and Assessments *
  4.2 Classes of Dues *
  4.3 Collegial Dues *
  4.4 Privileges of Membership *
Article 5

Meetings of Members

  5.1 Annual Meeting *
  5.2 Special Meetings *
  5.3 Place of Meeting *
  5.4 Notice of Meetings *
  5.5 Meeting Quorum *
Article 6 Board of Directors *
  6.1 General Powers *
  6.2 Number *
  6.3 Tenure *
  6.4 Qualifications for and Composition of the Board *
  6.5 Regular Meetings *
  6.6 Special Meetings *
  6.7 Quorum *
  6.8 Manner of Acting *
  6.9 Compensation *
  6.10 Removal of Directors *
  6.11 Resignations *
 
Article 7 Officers *
  7.1 Number *
  7.2 Other Officers *
  7.3 Qualifications *
  7.4 Resignations *
  7.5 President *
  7.6 Vice President *
  7.7 Secretary*
  7.8 Treasurer *
Article 8 Committees *
  8.1 Nominating Committee *
  8.2 Other Committees *
  8.3 Committee Quorum *
Article 9 Election of Officers and Directors *
  9.1 Election of Officers *
  9.2 Appointment of Directors *
  9.3 Vacancies, Succession, and Interim Appointments *
Article 10 Budget *
Article 11 Contracts, Financial Transactions, and Gifts *
  11.1 Contracts *
  11.2 Checks, Drafts, etc. *
  11.3 Deposits *
  11.4 Disbursement Limitation *
  11.5 Gifts *
Article 12 Certificates of Membership*
Article 13 Books and Records *
  13.1 Keeping and retention of records *
  13.2 Inspection of records *
Article 14 Fiscal Year *
Article 15 Amendments to By-laws *
Article 16 Dissolution of the Organization *

By-laws of the Association of Personal Computer Users, formed under the General Not for Profit Corporation Act of the State of Illinois

Article 1 — Offices

The Association of Personal Computer Users (hereinafter referred to as "APCU," "the Association," or "the corporation") shall continuously maintain in the State of Illinois a registered office and a registered agent. APCU may have other offices within the State.

Article 2 — Name

The name of the corporation shall be Association of Personal Computer Users.

Article 3 — Purposes

3.1: Purposes Intended

The purpose of this corporation is to promote the technical education of its members and others on the efficient use of personal computers and related technology. In pursuing this end, the corporation will sponsor meetings, seminars, classes, and other educational activities.

3.2: Purposes Prohibited

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons. However, the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 3.1 hereof.

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaigning on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these By-laws, the corporation shall not engage in any other activities not permitted to:

  1. a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or
  2. a corporation eligible to receive contributions that are deductible under applicable sections of the Internal Revenue Code, or under any future federal tax code.

Article 4 — Dues and Privileges of Membership

4.1: Dues and Assessments

Each member shall be required to pay annual dues and such other special assessments as determined by the Board of Directors.

4.2: Classes of Dues

There shall be two (2) classes of annual dues: Regular Dues and Collegial Dues.

4.3: Collegial Dues

Collegial Dues are annual dues in the amount of one dollar ($1.00). The Board of Directors may, at its discretion, assess Collegial Dues instead of Regular Dues in any individual case.

Members who pay Collegial Dues shall in all other respects have the same rights and responsibilities as members who pay Regular Dues.

4.4: Privileges of Membership

Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Members are entitled to serve on the Board of Directors, hold office, and serve on all Committees, provided they meet the qualifications for such positions as determined by the Board of Directors and these By-laws. See Section 7.3, "Qualifications." Voting privileges and such other privileges of membership as may be determined by the Board of Directors shall be denied to anyone who fails to pay dues and/or assessments as required.

Article 5 — Meetings of Members

5.1: Annual Meeting

An annual meeting shall be held at such date, time, and place as shall be determined by the Board of Directors. The purposes of the annual meeting shall be as follows:

  1. to elect officers for the following calendar year,
  2. to hold the regular annual meeting of the Board of Directors, as described in section 6.5, "Regular Meetings", and
  3. optionally, and within limits set by these By-laws and applicable State law, to change the number of Directors that shall constitute the following year's Board of Directors.

5.2: Special Meetings

Special meetings of the members may be called either by the Board of Directors, by the President, or by written request of not less than one-third of the members.

5.3: Place of Meeting

The Board of Directors may designate any place accessible to all its members as the place of meeting for its annual meeting or for any special meeting.

5.4: Notice of Meetings

The date, hour, and place of each meeting shall be published by the Secretary to all members. The Secretary shall publish this information by one or more of the following means:

  1. by a notice posted on the organization's Web site;
  2. by written notice of the meeting delivered to each member;
  3. by a notice sent via e-mail.

In the case of an annual meeting, such notice shall be furnished at least 50 days before, and no more than 80 days before, the date of the meeting.

5.5: Meeting Quorum

The quorum for any members’ meeting shall be twenty percent (20%) of the members. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting to a future date without notice. Once a quorum is present, withdrawal of any of the members shall not cause failure of a duly constituted quorum at the meeting.

Article 6 — Board of Directors

6.1: General Powers

Its Board of Directors shall manage the affairs of the APCU.

6.2: Number

Each year, the Nominating Committee shall recommend the size of the Board of Directors. The number of Directors shall be no less than seven (7) or more than fifteen (15).

6.3: Tenure

Each Director shall hold office until the next annual meeting and until his or her successor has been elected or appointed.

6.4: Qualifications for and Composition of the Board

The President, Vice President, Secretary, and Treasurer shall serve on the Board of Directors. The immediate Past President shall also serve on the Board of Directors.

There shall be at least two (2) other Directors chosen from the retiring Board of Directors. If less than two individuals are available from the retiring Board, these two positions shall be filled by APCU members who have served on an earlier APCU Board of Directors, or from those members who have actively participated in APCU through committee activities.

The remaining Directors shall be chosen from among those members who have shown a continuing and active interest in APCU. The attributes listed in Section 7.3, "Qualifications" apply.

6.5: Regular Meetings

An annual meeting of the Board of Directors shall be held without other notice than these By-laws, and on the same day and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

6.6: Special Meetings

Special meetings of the Board of Directors may be called by the President or upon written request by one-third of the current Directors. The President or the requesting Directors shall fix a reasonable time and place for such meeting.

6.7: Quorum

A quorum at a Board of Directors Meeting shall consist of a majority of the Directors, provided that said majority includes the President and/or the Vice-President. If a quorum is not present at said meeting, a majority of the Directors present may adjourn the meeting.

6.8: Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, by these By-laws, or by the Articles of Incorporation. Once a quorum is present, withdrawal of any of the Directors shall not cause failure of a duly constituted quorum at that meeting.

6.9: Compensation

Directors shall receive no salary for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for each regular or special meeting of the Board. However, nothing herein contained shall be construed to preclude any Director from serving the APCU in any other capacity and receiving compensation therefor.

6.10: Removal of Directors

A Director may be removed at any time by a vote of two-thirds of the Directors present at a special meeting of the Board of Directors called for that purpose.

6.11: Resignations

A Director may resign at any time by giving notice in writing to any one of the other Directors, who shall then convey a copy of the notice in a timely fashion to the other Directors. A meeting of the Board of Directors is not required to accept a resignation. Unless otherwise specified in such written notice, such resignations shall take effect upon receipt thereof. A resignation results in a vacancy and shall be treated under Section 9.3, Vacancies.

Article 7 — Officers

7.1: Number

The officers of the APCU shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 7.2 following.

7.2: Other Officers

The Board of Directors may appoint such other officers as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors may designate.

7.3: Qualifications

Any active member may serve as an officer. To serve as an officer of the APCU, a member must have been actively involved in the APCU, through volunteer activities, active participation in functions of the organization, or at minimum, regular attendance at six APCU meetings a year.

7.4: Resignations

Any officer may resign at any time by giving notice in writing to any one of the Directors, who shall then convey a copy of the notice in a timely fashion to the other Directors. A meeting of the Board of Directors is not required to accept a resignation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof. A resignation results in a vacancy, and shall be treated under Section 9.3, Vacancies.

7.5: President

The President of the APCU shall have been a member of the immediate past Board of Directors (the retiring Board). If no member from the retiring Board qualifies for or desires to serve as President, then the President shall be chosen from those individuals who have been actively involved in APCU through regular, continuing volunteer work on behalf of APCU.

The President shall be the principal executive officer of the APCU. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the APCU. In general, he or she shall discharge all duties as may be prescribed by the Board of Directors.

  1. He or she shall see that the resolutions and directives of the Board of Directors are carried into effect, except in those instances in which the Board of Directors assigns that responsibility to some other person.
  2. He or she is entitled to preside at all meetings of the members and of the Board of Directors.
  3. The President may execute for the APCU any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the APCU or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws. He or she may accomplish such execution either under or without the seal of the APCU and either individually or with the Secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.
  4. The President may vote all securities which the APCU is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the APCU by the Board of Directors.
  5. The President shall have one (1) vote on all committees of the APCU.

7.6: Vice President

The Vice President shall:

  1. assist the President in the discharge of his or her duties as the President may direct;
  2. perform such other duties as from time to time may be assigned by the President or by the Board of Directors;
  3. execute for the APCU any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and may accomplish such execution either under or without the seal of the Association of Personal Computer Users and either individually or with the Secretary, or any other officer thereunto authorized by the Board of Directors according to the requirements of the form of the instrument, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the APCU or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws.

In the absence of the President or in the event of the President's inability or refusal to act, 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.

7.7: Secretary

The Secretary shall:

  1. record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for the purpose;
  2. see that all notices are duly given in accordance with the provisions of these By-laws or as required by law;
  3. be custodian of the APCU records;
  4. be custodian of the seal of the Association, if any;
  5. keep a register of the post office address of each member; and
  6. perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

In the absence of both the President and the Vice President, the Secretary shall assume the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

7.8: Treasurer

The Treasurer shall be the principal accounting and financial officer of the APCU. He or she shall:

  1. have charge of and be responsible for the maintenance of adequate books of account for the APCU;
  2. have charge and custody of all funds and securities of the APCU, and be responsible thereof, and for the receipt and disbursement thereof;
  3. send out all notices of dues and assessments;
  4. deposit all such receipts in a bank or other depository selected by the Board of Directors;
  5. pay all bills approved by the President or the Board of Directors;
  6. notify the Board of Directors of anyone delinquent in dues and/or assessments; and
  7. oversee the filing of any required tax and fiscal state requirements.

The Treasurer shall duly record all disbursements made in the name of the APCU. The Treasurer shall report the individual disbursements in quarterly reports to the Board of Directors.

In the absence of the President, Vice President, and Secretary, the Treasurer shall assume 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.

Article 8 — Committees

8.1: Nominating Committee

The Nominating Committee shall be composed of the President and such other members as determined by the Board of Directors. The Nominating Committee shall formulate and present to the membership a slate of candidates for President, Vice President, Secretary, and Treasurer. The Nominating Committee shall recommend the number of Director positions, not less than seven (7), nor greater than fifteen (15), that will constitute the Board of Directors in the following year. The Nominating Committee shall recommend candidates for those positions to the subsequently elected President. A copy of the slate of candidates shall be posted on the APCU Web site at least forty-five (45) days prior to the annual meeting.

Subsequent to the announcement of the slate of candidates, members may nominate candidates for any office. A nominating petition for each candidate must be submitted to the Nominating Committee at least thirty (30) days prior to the annual elections, stipulating the position for which the individual is being nominated. The petition must include the signatures of ten percent (10%) of the membership as of the date of submission.

8.2: Other Committees

The Board of Directors may appoint such other committees as it believes to be in the best interests of the APCU. The term of the members of such committees shall expire at the time of the next annual meeting, or upon dissolution of the committee by the Board.

8.3: Committee Quorum

A majority of any committee of the APCU shall constitute a quorum for the transaction of business.

Article 9 — Election of Officers and Directors

9.1: Election of Officers

Each member present at the annual meeting shall have one (1) vote for each of the offices of President, Vice President, Secretary, and Treasurer. The candidate for each office receiving the most votes shall be elected to that office. If only one individual has been slated for an office, the members present at the annual meeting shall vote to approve or not approve that member for the office for which he or she has been slated. A majority approval shall constitute election of that individual to the office.

9.2: Appointment of Directors

The President may approve the appointment of any Directors recommended by the Nominating Committee of the retiring Board of Directors, or select and appoint alternative candidates.

9.3: Vacancies, Succession, and Interim Appointments

In the event of the death, resignation, incapacitation, or removal of the President, the Vice-President shall become President. In the event of the death, resignation, incapacitation, or removal of any other officer, or of a Director, the President shall appoint a member to temporarily fill the vacancy. Such appointment shall remain in effect only until the next Board meeting. Such meeting shall be convened at the earliest convenience of the Directors. At that meeting, the Directors shall elect an officer to replace the temporary officer and to hold office until the next annual meeting.

Article 10 — Budget

The Board of Directors shall be responsible for preparing an annual budget for the APCU.

Article 11 — Contracts, Financial Transactions, and Gifts

11.1: Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the APCU, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the APCU. Such authority may be general or confined to specific instances.

11.2: Checks, Drafts, etc.

All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the APCU shall be signed by such officer or officers, agent or agents of the APCU and in such manner as shall be determined by resolution of the Board of Directors. Such instruments shall be signed by the Treasurer or the President.

11.3: Deposits

All funds of the APCU shall be deposited to the credit of the APCU in such banks, trust companies, or other depositories as the Board of Directors may select.

11.4: Disbursement Limitation

No disbursements of more than one hundred dollars ($100) shall be made for one item of expense, except on approval of the Board of Directors by majority vote thereof.

11.5: Gifts

The Board of Directors may accept on behalf of the APCU any contribution, gift, bequest or real property transmitted or given by a will for the general purposes of the APCU or for a special purpose if so designated.

Article 12 — Certificates of Membership

The Board of Directors may provide for the issuance of certificates evidencing membership in the APCU, which shall be in such form as may be determined by the Board of Directors. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the APCU.

Article 13 — Books and Records

13.1: Keeping and retention of records

The APCU shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors. It shall keep at the registered or designated office a record giving the names and addresses of the members entitled to vote. Each individual element of its books and records shall be preserved by APCU for no less than seven years.

13.2: Inspection of records

Any member or his or her agent or attorney may inspect all books and records of the APCU, for any reasonable purpose; for example, to verify that the aims of APCU are being well served. The requester shall be granted an inspection and copying session of no less than one hour in length. The session shall take place at the location of the most recent monthly meeting, at noon on the seventh day following the request, or at a time and place agreed to by the Secretary and the requester. Within two weeks of receipt, the letter of request shall be entered into the APCU record, along with a note describing either the date, time, and duration of the actual inspection, or else the reason the requested inspection did not take place.

Article 14 — Fiscal Year

The fiscal year of the APCU shall begin on the first day of January and end on the last day of December in each year.

Article 15 — Amendments to By-laws

Any member may propose a by-law change by submitting the proposed change in writing to the President or Vice President. Within 60 days after receipt of the proposed change, the Board will review the proposed change and then present it to the membership, with any recommendations, for a vote. A quorum as described in section 5.5 is required to hold a vote on the proposed change. A simple majority of those members present is required for passage of the proposed change to amend, repeal, or adopt new By-laws.

Article 16 — Dissolution of the Organization

A recommendation to dissolve APCU may only be made by a majority vote of the Board of Directors. The membership must be informed at least thirty (30) days prior to the meeting when action will be taken on the dissolution of APCU. A majority vote of all members is required to dissolve the organization.

Upon recommendation of dissolution, the distribution of APCU assets will be the responsibility of the Board of Directors. The Board’s recommendations for the APCU’s asset distribution shall accompany any distribution motion.

Upon the dissolution of the corporation, its assets shall be applied and distributed as follows:

  1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefor;
  2. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;
  3. The remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code:
    1. to one or more domestic or foreign corporations, societies or organizations substantially similar to those of the corporation or
    2. shall be distributed to the federal government, or to a state or local government, for a public purpose.

Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. The distribution of such assets must be in accordance with the laws of the United States of America and the State of Illinois.

Conclusion of By-laws