The Computer Society of West Florida

THE BY-LAWS OF THE
COMPUTER SOCIETY OF WEST FLORIDA

Member Approved on May 12, 2007

ARTICLE I

NAME AND LOCATION

This organization shall be known as The Computer Society of West Florida, hereinafter referred to as CSWF or the organization.  Meetings of members and officers may be held at designated places within the State of Florida.

ARTICLE II

PURPOSE

Section 1. CSWF is instituted as a computer user group.  For purposes of this document, a computer user group is composed of members who use a computer.

Section 2. CSWF is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended.

Section 3. Specifically, CSWF is organized to provide a forum for communicating ideas, resolving problems, and increasing effectiveness of users of microcomputers and their related software and peripherals.

Section 4. This organization shall not engage in any activities that are not in furtherance of the purposes stated in this Article.

Section 5. No substantial part of the activities of this organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation.

ARTICLE III

DEDICATION OF ASSETS

Section 1. The properties and assets of this nonprofit organization are irrevocably dedicated to charitable, scientific and educational purposes.  No part of the net earnings, properties, or assets of this organization, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or officer of this organization, except as reasonable compensation for services rendered.

Section 2. Upon dissolution of the organization, the Planning Committee shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all the assets of the organization to one or more organizations organized exclusively for charitable, scientific, or educational purposes as shall at the time qualify as exempt organizations under Internal Revenue Code Section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law), as determined by vote of the membership.

 ARTICLE IV

MEMBERSHIP

Section 1. Any person shall be eligible for membership upon payment of annual dues as may from time to time be fixed by vote of the membership.  Dues for new members may be pro-rated.  The Dues Year being May 1 of the current year through April 30 of the following year.  The membership reserves the right to punish a member who is disruptive to good order within the club.  Any member may be removed by majority vote of the entire membership, at any business meeting of the organization.  Expelled members may be allowed to rejoin the organization upon application to the membership, and a majority vote of the entire membership.

Section 2. An honorary membership may be awarded at the pleasure of the membership for one-year periods.  Honorary members shall have all the privileges of regular, dues paying members, except that they cannot vote or hold office.

Section 3. Membership shall include the spouse of the member, if they desire.  For business meeting purposes, however, only one vote will be recorded for the member.

ARTICLE V

MEETINGS

Section 1. A Planning Committee of Elected Officers shall implement the desires of the members.  Meetings of the membership shall be held at any place designated by the president.  Members are to be notified of all meetings, along with agenda items for business meetings scheduled to be held after the regular meeting, and any special, business, or Planning Committee meetings.  Notification shall be by e-mail and include the date, time, and location, not less than 5 days prior to an upcoming meeting.  Except for those matters requiring immediate approval, all motions that have been passed by the members will be presented to the membership for comment before a second vote at the next regular meeting.  Meetings will be conducted by consensus.  The members present shall constitute a quorum for the transaction of business at a meeting of members.

Section 2. Business meetings shall be held at the call of the president, or in his absence, the next ranking member of the Planning Committee.  All proposals and the voting on them by the members shall be recorded by the secretary and published no later than the next regularly scheduled meeting.

Section 3. Any members’ meeting may be adjourned from time to time by the vote of a majority of the members present.

Section 4. Special Interest Groups (SIGs) may be formed to provide for the special interests of the membership. A chairperson appointed by the President will head these Special Interest Groups.  Such chairperson will have no official capacity except as it relates to the SIG.

ARTICLE VI

OFFICERS

Section 1. The elected officers of this organization shall be a president, a secretary, and a treasurer.  The elected officers shall constitute the Planning Committee.  The organization may also have, at the discretion of the Planning Committee, such other officers as may be appointed by the president.  The same person may hold any number of offices, except that neither the secretary nor the treasurer may serve concurrently as president.

Section 2. The officers of this organization, except those appointed in accordance with the provisions of Article VI of these bylaws, shall be elected by the membership of the organization.

Section 3. Any appointed officer may be removed at any time by the president.  Any elected officer may be removed by majority vote of the entire membership, at any business meeting of the organization.  Expelled elected officers may be a future candidate for elected office upon application to the membership, and a majority vote of the entire membership.

Section 4. Any officer may resign at any time by giving written or oral notice to the organization.

Section 5. A vacancy in any office shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.

Section 6. The president shall be the chief executive officer of the organization.  The president shall chair all meetings of the Planning Committee, and in the event of a deadlock on the Planning Committee, shall cast the tie-breaking vote.  The president shall generally supervise, and direct the business and officers of the organization, and shall have such other powers and duties as may be prescribed by the Planning Committee or the bylaws.

Section 7. In the absence or disability of the president, the secretary and treasurer shall act as co-presidents and perform all of the duties of the president, and when so acting shall have all of the powers of and be subject to all of the restrictions upon the president.

Section 8. The secretary shall keep or cause to be kept a book of minutes of all business meetings.

Section 9. The treasurer shall attend to the following:

a. The treasurer shall keep or cause to be kept adequate and correct records of account of the properties and business transactions of the organization.  The records of account shall be open to inspection by any member at a reasonable time;

b. The treasurer shall deposit all money and other valuables in the name and to the credit of the organization with such as may be designated by the Planning Committee; shall disburse the funds of the organization as may be ordered by the Planning Committee; shall render to the president and the Planning Committee, whenever they request it, an account of all transactions as treasurer and of the financial condition of the organization; and shall have such other powers and perform such other duties as may be prescribed by the Planning Committee;

c. The Planning Committee is authorized to expend up to $200 without further approval of the membership.

ARTICLE VII

NOMINATION AND ELECTION OF OFFICERS

Section 1. A nominating and election committee of at least one member shall be appointed no later than the regular July meeting of each year, the organization year being September 1 of the current year through August 31 of the following year.  Terms of office will be for one year.  For example, September 1 of the current year through August 31 of the following year.

Section 2. No later than one week before the regular July meeting, a notice shall be sent to members notifying them of the names, phone numbers, and e-mail address of the chairperson and other members of the nominating and election committee.  This notice may be included in the newsletter and/or sent out by e-mail.  This notice shall advise the members that the committee is seeking nominees for elected officers for the upcoming club year of September 1 of the current year through August 31 of the following year.  The notice shall also include the following information:

a. Members are requested to let the committee know in writing if they would be willing to be a nominee for any office or offices in the CSWF;

b. Members are requested to advise the committee of any individuals that the members would suggest for these positions;

c. Nominations from the floor will be accepted at the July and August meetings;

d. The committee will conduct the elections at the August meeting, following final nominations from the floor and the committee’s final report;

e. Officers shall be elected by a majority vote and serve a term of one year.  Secret paper ballot will be used, if there is more than one candidate for any specific office,

Section 3. In the event a vacancy occurs in the office during its term, the general membership shall elect a person as successor at a special election held at the next regular monthly meeting.

ARTICLE VIII

AMENDMENTS

Section 1. Proposed amendments or complete rewrite of the bylaws must be presented at the meeting prior to the meeting at which a vote is taken, and sent out to the members by e-mail no later than five days prior to the meeting at which a vote is to be taken.  In addition, if feasible, a copy of the proposed amendments or complete rewrite of the bylaws will be published on the CSWF Web site.  At least twenty-five percent of the membership must be present at the meeting to approve the proposed amendments or rewrite at that meeting.  Proposed additions, deletions, or amendments may be presented at any meeting by the same procedures.

ARTICLE IX

These by-laws shall be in effect on May 12, 2007.

Secretary, Kenneth P. Mayton  ________________________________

Treasurer, William S. Howell      ________________________________

President, Richard A. Garrison   ________________________________