Proposed Bylaws as recommended by a unanimous vote of the Board Directors at their February 10, 2004, meeting, and for which the Board calls a Special Meeting to be held on March 13, 2004, for the sole purpose of the members to approve or disapprove these changes to the 1996 Bylaws.
1.01 NAME: The name of the Corporation is the Apple Corps of Dallas, (hereinafter referred to as the "Corporation").
1.02 REGISTERED OFFICE AND AGENT: The Corporation shall at all times maintain a Registered Office and a Registered Agent for the service of legal process in the State of Texas.
1.03 PRINCIPAL BUSINESS OFFICE: The principal business office of the Corporation to conduct its business for legal purposes is 6409 Northport Drive, Dallas, Texas 75230. The day-to-day operations mailing address is P.O. Box 835537, Richardson, Texas 75083. The Corporation may maintain additional business offices at other places as the Board of Directors chooses to designate. The Board of Directors may change these addresses.
1.04 WEB PAGE: The official web page shall be www.acd.org, or as otherwise designated by the Board of Directors.
1.05 E-MAIL: The Corporation shall maintain, at all reasonable times, an e-mail server, or other similar form of communication. The official Internet e-mail of the Corporation shall be "firstname.lastname@example.org", unless otherwise designated by the Board of Directors.
2.01 GENERAL PURPOSES: The Corporation is a nonprofit educational organization. It shall conduct all of its affairs in compliance with its Articles of Incorporation and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States internal revenue law (the “Code”)).
2.02 SPECIFIC PURPOSES: The Corporation is specifically organized to accomplish the purposes and perform the activities set out in these Bylaws and in its Articles of Incorporation.
2.03 SPECIFIC ACTIVITIES: The Corporation shall be empowered, but not by way of limitation or obligation, to conduct the following activities: produce an educational publication called the AppleGram; sponsor and hold meetings, presentations and lectures; sponsor and hold Special Interest Group meetings; sponsor a community information network otherwise known as an electronic bulletin board service (BBS); maintain an Internet web page; maintain an e-mail server on the Internet; maintain a magazine, book, pamphlet and newsletter library; provide for training on and demonstration of computer equipment and software; serve as a community computer-user referral service; publish articles and other information under copyright of the Corporation for dissemination to the public; maintain a national network relationship with other computer user groups; respond to computer-dealer referrals to help new computer users learn to use their equipment and programs; provide consultation to educational organizations seeking to select or install computers for use in educational settings; establish and award, through trusts set up and administered separately from the assets of the Corporation, monies in scholarship or fellowship, on a public, competitive basis; and do all things specifically permitted and allowed by the Articles of Incorporation of the Corporation. The Corporation shall be empowered to conduct such additional activities as authorized and directed by the Board of Directors which are not in conflict with the Articles of Incorporation, these Bylaws and the laws of the State of Texas or the United States and which do not contravene, violate or compromise the status of the Corporation as an organization described in Section 501(c)(3) of the Code.
2.04 PROHIBITED ACTIVITIES: No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to any officer, member, or other private person (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no officer, member, or other private person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
2.05 NON-PROFIT STATUS AND AMENDMENT TO BYLAWS: Notwithstanding any other provisions of these Bylaws, this Article II of the Bylaws must be amended if:
3.01 MEMBER DEFINED: Membership is open to all individuals, regardless of race, creed, color, sex, religion, national origin or brand of computer ownership, unless such individual has been expelled from membership for a specified period of time which has not elapsed.
3.02 MEMBERSHIP CATEGORIES: The Board of Directors is empowered to establish membership categories as needed and to expand, contract or change these categories from time to time by majority vote.
3.03 MEMBERSHIP CONTRIBUTIONS: The Membership Contribution shall be set by the Board of Directors, subject to majority vote of membership at the Annual or Special Membership Meeting. Members who are able, are encouraged to contribute more as necessary to support the activities of the Corporation.
3.04 PRIVILEGES OF MEMBERSHIP: Members in good standing shall: (i) be eligible to vote at Annual and Special Membership Meetings; (ii) be sent a copy of any official notification of the Corporation (see 12.01); (iii) receive other benefits as are determined by the Board of Directors. No other membership privileges are either expressed or implied.
3.05 RESPONSIBILITIES OF MEMBERSHIP: Responsibilities of membership shall include:
3.06 SUSPENSION OR EXPULSION:
4.01 GENERAL POWERS: A Board of Directors shall be responsible for the affairs and operations of the Corporation and shall be the official governing body of the Corporation.
4.02 DUTIES AND RESPONSIBILITIES: The Board of Directors shall establish policy; furnish direction; organize and structure the management of the Corporation; plan and/or delegate responsibilities for the activities of the Corporation; approve capital and other non-routine expenditures; approve the annual budget; set goals for the Corporation; control and regulate the activities of the Executive Committee; and, in general, do and perform all those functions attendant upon the management of the Corporation.
4.03 NUMBER, TENURE AND QUALIFICATIONS: The Board of Directors will consist of eight (8) members, including the President, Vice-President and six (6) Directors elected at large by the members at the annual member’s meeting. The President and Vice President shall be elected to one year terms. The Directors at-large shall be elected to two year terms, staggered so that half Directors are elected in even number years and half the Directors are elected in odd numbered years. The President and Vice-President may not serve more than two consecutive terms in the same office. Directors-at large may not serve consecutive terms. All Directors must be members in good standing of the corporation. Directors shall be elected as follows: The President and Vice President shall be elected for those specific positions. The remaining three Directors elected each year shall be elected at-large and shall consist of the three candidates receiving the largest number of votes at the election in question.
4.04 CHAIR: The President shall be the presiding officer at Board of Directors meetings. The President shall be a non-voting member of the Board except in the event of a tie.
4.05 ELECTION COMMITTEE: The Chairperson of the Election Committee shall be appointed by the President and this appointment shall be reported to the Board and recorded in the minutes of the Corporation. The Chairperson shall appoint additional committee members and report these names to Board or the President. These committee members are to be members in good standing of the Corporation. The Committee shall have no fewer than 3 total members, subject to approval of the Board, at least 120 days prior to the Annual Meeting. The Election Committee is responsible for supervising the nomination and election process, and certifying the election results. The Election Committee shall submit a slate of nominees for election to the Board of Directors. The Election Committee, in coordination with the Membership Director, shall make notification to members of the Annual Meeting an election slate, and make notification by U.S. mail, facsimile or in person, to members to be delivered not less than ten (10) days and not more than sixty (60) days prior to the meeting. Nominations may be made from the floor at the annual meeting.
4.06 INSTALLATION: Newly elected officers and directors shall assume office upon certification of the vote by the Election Committee, preferably on the day of the election, but in no case later than one month after the election. The newly elected President shall call the first board meeting no later than sixty (60) days after the election is certified.
4.07 REMOVAL OF MEMBERS OF THE BOARD OF DIRECTORS: Any member or members of the Board of Directors of the Corporation may be removed from office at any time by the vote of two-thirds (2/3) of the general membership of the organization attending a Special Meeting or Annual Meeting.
4.08 VACANCIES IN THE BOARD OF DIRECTORS: A vacancy created in the Board of Directors shall be filled by an appointment of the President. The President shall report the appointment at the next Board Meeting and it shall be recorded in the corporation's minutes, subject to the approval of the majority of the Board. The newly elected member shall hold office for the remainder of the term of the vacated position.
4.09 PRESIDENTIAL VACANCY: In the event of a vacancy in the office of the President, the Vice President shall assume the duties of the President. The position of Vice-President shall remain vacant for the remainder of the year. If both President and Vice-President positions become vacant, the Board of Directors will select an acting President from the remaining Board of Directors based on majority vote, and a Special Meeting for the election of President shall be scheduled at the next monthly activities meeting that permits the notification deadlines associated with a Special Meeting to be met, unless such meeting would be less than five (5) months from the next Annual meeting.
4.10 REMUNERATION OF BOARD OF DIRECTORS MEMBERS: Board of Directors members shall serve without compensation or remuneration. However, nothing herein shall prohibit a Board of Directors member from being reimbursed for authorized expenses in accordance with Section 10.12. Furthermore, nothing herein shall prohibit a member of the Board of Directors from the conduct of his or her livelihood, even if such livelihood includes transactions with Members of the Corporation or the Corporation itself, provided that: (i) each transaction is conducted at arms-length and does not pose or create a conflict of interest insofar as the performance of official duties is concerned; (ii) each transaction between a Board Member and the corporation is known to all the other members of the Board of Directors, and approved prior to the transaction and said transaction is approved of, exclusive of the Director in question, and recorded in the minutes of the Corporation and has the approval of two-thirds of the Board of Directors exclusive of the Director in question; and (iii) inurement of the earnings or assets of the Corporation in violation of Section 501(c)(3) of the Code to such Board of Directors member does not result from the transaction.
4.11 CHANGE OF NAME: The President of the Corporation is, on the date of adoption of these Bylaws, referred to in the Articles of Incorporation as the Chairperson of the Board of Directors. No amendment to these Bylaws shall be required, as a result of amending the Articles of Incorporation, to change the name of the office from Chairperson of the Board of Directors to President.
5.01 OFFICERS: The officers of the corporation shall be President, Vice-President, Secretary and Treasurer.
5.02 ELIGIBILITY: All officers must be Members of the Corporation. No person may hold more than one elected office concurrently.
5.03 ELECTION OF PRESIDENT AND VICE-PRESIDENT: This has been set out in Article 4.
5.04 TREASURER AND SECRETARY APPOINTMENTS: The Treasurer and Secretary shall be appointed by the President and serve at the pleasure of the President. The President shall report the names and position of appointees to the Board of Directors, and record it in the minutes of the Corporation and subject to the approval of the Board.
6.01 COMMITTEE MEMBERSHIP: All committee members must be Members of the Corporation.
6.02 ELECTION COMMITTEE: See section 4.05.
6.03 STANDING COMMITTEES: Standing committees are committees of indefinite duration which shall be established by vote of the Board of Directors. The duties and purposes of the Standing Committees shall be established by the Board of Directors. Each Standing Committee shall have a chairperson, appointed by the President, and subject to review by the President. The chairperson of a Standing Committee may appoint additional committee members subject to the approval of the President. Standing Committees which lose their chairperson shall continue to function and serve under the direction of the President until such time as a new chairperson is appointed. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
6.04 AD HOC COMMITTEES: The President or Board of Directors may create Ad Hoc committees. Each committee will have a chairperson. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors and shall serve such purposes as are specified by the President or the Board of Directors.
6.05 APPOINTMENTS: The President, may appoint qualified Members to functional, nonofficial positions, with duties to be established by the President. These appointments shall be reported to the Board of Directors, subject to the approval of the Board. Such appointments may be, but are not limited to, Editor of the AppleGram, Program Director, Membership Director, BBS Administrator, and Webmaster.
7.01 GENERAL MEETINGS: General meetings of the Board of Directors and the Members, meeting jointly, shall be held as provided for in Article 2 for programs and activities of special interest to Members and guests of the Corporation.
7.02 BUSINESS MEETINGS
8.03 PROXY VOTES: Proxy votes are prohibited.
9.01 RECORDS: Financial records shall be kept on behalf of the Corporation by the Treasurer. The Treasurer shall keep current and accurate financial records of all financial transactions of the Corporation, in accordance with generally accepted accounting principles and in such manner as to satisfy all applicable state and federal regulations for non-profit organizations. All records, books, and annual reports of the financial activity of the Corporation shall be kept at the Registered Office or principal business office of the Corporation in the State of Texas for at least three years after the closing of the fiscal year to which they apply and shall be available to Members for inspection and copying with reasonable notice. The Corporation may charge a reasonable amount for the expense of preparing a copy of a record or report.
9.02 INSPECTION: These records shall be open to inspection by any Member at reasonable hours. Requests are to be made to the Secretary.
9.03 AUDITS: Audits may be performed by a committee of Members appointed by the President or by an independent audit as approved by the Board of Directors. If a committee is appointed by the President, the committee shall not consist of any persons directly responsible for receipt or disbursement of funds of the Corporation or the keeping of records of the Corporation.
9.04 ANNUAL REPORT: Based on the records of the Corporation, the Treasurer shall annually prepare a report of the financial activity of the Corporation for the preceding year. The report must conform to generally accepted accounting principles.
9.05 INCOME: All receipts shall be deposited in the Corporation's bank account(s), promptly by the Treasurer or other officer so designated by the Board of Directors. A record of transactions shall be prepared and maintained for Corporate records by the Treasurer, and financial report made to the Board of Directors at each Board Meeting. If the Treasurer cannot make a Board Meeting, the Treasurer shall submit a written report for the Board Meeting.
9.07 DISBURSEMENTS: Disbursements from the Corporation's operating account shall be made by the Treasurer, or in his absence, by the President. At least two (2) members of the Board of Directors and the Treasurer, shall be authorized by the Board of Directors to sign checks. Expenses incurred in an amount exceeding $200.00, and not provided for in the annual budget, must be approved by the Board of Directors. Expenses of $200 or less, may be authorized by the President without approval of the Board of Directors. The Treasurer has disbursement authority for specifically budgeted items. Disbursements must be documented. The Treasurer may make payments electronically. No member of the Corporation shall be authorized to make purchases or obligations in the name of the Corporation, or represent themselves as its agents except as provided by the Board of Directors or President.
9.08 FISCAL YEAR: The Corporation's fiscal year for financial reporting will be from April 1st to March 31st.
9.10 ANNUAL BUDGET: The Corporation shall have an operating budget proposed for each fiscal year by the Budget Committee. The Treasurer shall serve as chairperson of the Budget Committee. The Budget Committee shall be appointed by the President in January, subject to the approval of the Board. The proposed budget shall be prepared in written form and provided to the Board of Directors in February. The Board of Directors shall approve a budget by March 31st, either as proposed by the Budget Committee or otherwise.
9.11 DONATIONS: Donations may be accepted by the Corporation in the form of money, services, or materials. Donations shall not obligate the Corporation in any way.
10.01 AMENDMENT OF BYLAWS: The Bylaws are to be amended, repealed, or altered in whole or in part by majority vote of the Members at an Annual or Special Membership Meeting.
10.02 PROPOSED AMENDMENTS BY THE BOARD: The Board of Directors, by two-thirds (2/3) vote, may propose amendments to the bylaws.
10.03 PROPOSED AMENDMENTS BY MEMBERS: Any member may propose an amendment to the bylaws, for consideration by the membership, upon collecting the names of ten percent (10%) of the membership in favor of the proposed amendment.
10.04 NOTIFICATION: Notification to the general membership of an upcoming vote shall be made in accordance with Section 12.01.
(a) Notification to Amend the Articles of Incorporation shall be made to members and a written or printed notice made setting forth the proposed amendment or a summary of the changes to be effected.
(b) No notice is required for the Regular [see Section 7.02(b)] meetings. However, notice is required for the Annual [See Section 7.02(a)] or Special Meetings [See section 7.02(c)].
(c) Proposed changes in the Bylaws or Articles of Incorporation shall be noticed to all members, including either the specific changes or a summary of the changes. Additionally, the President is responsible to publish the proposed changes in a manner readily accessible to members such as the AppleGram, the web page, the BBS and/or in a newspaper of large circulation in Dallas County.
11.01 DISSOLUTION: The Board of Directors, by two-thirds (2/3) majority, may vote to dissolve the Corporation. Upon dissolution of the Corporation and after payment or making provision for payment of all of the liabilities of the Corporation, the assets of the Corporation shall be disposed of exclusively in furtherance of the purposes for which the Corporation is organized and in accordance with the Corporations Articles of Incorporation. Any such assets not so disposed of shall be disposed of or distributed by any Texas court of competent jurisdiction exclusively for such purposes or to such organization or organizations as such court shall determine.
12.01 FORM OF NOTICE: Official Notice of Annual (7.02a), and Special Membership Meetings (7.02c) with the nominations for office and a digest of the associated proposals shall be given by U.S. Mail, facsimile or in person. Such notice shall be deemed given on the postmark date of the mailing. Such mailing to take place not less than ten (10) or more than sixty (60) days prior to such meeting.
Additional notifications and details of proposals may be promulgated via email, the ACD web site, the Bulletin Board or any other means of communication chosen by the board of directors.
13.01 GOVERNING LAW: These Bylaws shall be construed and interpreted in accordance with the laws of the State of Texas.
13.02 SEVERABILITY: Each provision of these Bylaws is severable from each other provision hereof. In the event that any provision hereof is held invalid, unenforceable or in violation of the laws of the State of Texas, each other provision hereof shall remain valid and unaffected.
13.03 RELIANCE AND ACTS: No individual Member, Executive Committee member or Board of Directors member shall have the authority to bind the Corporation except as provided in these Bylaws and documented in the minutes of the Corporation.
13.04 HEADINGS: The headings in these Bylaws are inserted for convenience of reference and are not be used in interpreting this instrument or any of its provisions.
13.05 OPEN RECORDS: Minutes of Board meetings, committee reports, financial statements, the bylaws, and tax returns shall be open to inspection by any member in good standing at reasonable hours and with advance notice given. Requests are to be made to the Secretary.
13.06 PUBLICATION OF APPLEGRAM: The AppleGram shall be published in whatever form deemed appropriate by the President, who may delegate this duty to an appointed position, such as Editor of the AppleGram, subject to approval of the Board of Directors and duly recorded in the minutes of the Corporation.
IN WITNESS WHEREOF, the officers of the Steering Committee affirm the Steering Committee’s approval and acceptance of the foregoing.
Bylaws of the Apple Corps of Dallas as approved on this ___th day of _______________.