CINLUG Bylaws – Central Indiana Linux Users Group

PREAMBLE

The Central Indiana Linux Users Group, hereinafter known as the Society,
is organized exclusively for charitable, scientific and educational
purposes, more specifically to bring together computer users to
encourage the use and operation of the Linux computer operating system;
offer educational materials for members and the general public; provide
installation and troubleshooting assistance; organize and sponsor
software development initiatives; and provide software, books and other
materials.

PREAMBLE

ARTICLE I. GENERAL PROVISIONS

Section 1. Definitions. In construing these bylaws, the following words
shall have meaning herein given unless a contrary intention clearly
appears:

The word “Articles” means Indiana Code 23 section 17 (IC 23-17)
concerning Nonprofit Corporations and the Articles of Incorporation of
Central Indiana Linux Users Group (CINLUG), Inc.
The word “bylaws” means this document containing the current rules
adopted by the society, and shall not mean any previous versions of the
bylaws that were amended, nor any future amendments including any
amendments currently pending.
The word “emergency” means a situation or item of business requiring
a meeting of the Board of Directors before the notice period has
expired, and where the notice period would cause a delay in action
thought to be harmful to the Society.
The word “member” means a person or entity that is entitled to the
rights and obligations of membership as given in these bylaws.
The word “vote” means authorization by ballot, written consent, show
of hands, or viva voce, except where otherwise given in these bylaws.

Section 2. Scope and Effect. These bylaws are in accordance with the
Articles and statutes of the State of Indiana, and shall direct the
affairs of the Society as herein given:

The Articles shall take precedence over these bylaws, and upon the
occurrence of any conflict between the Articles and the bylaws,
preference shall be given to the former.
These bylaws shall preside over the administration, activities, and
affairs of the Society, and relate to any member or person representing
or conducting the business of the Society.

Section 3. Restrictions. No member, officer, or committee shall make or
enter into any contract, commitment, or other undertaking on behalf of
the Society without the authorization of the Board of Directors.

ARTICLE II. MEMBERSHIP

Section 1. Eligibility. Any person or entity that is interested in the
Linux computer operating system and will uphold the objectives of the
Society shall be eligible for membership.

Section 2. Dues. Eligible persons shall obtain membership upon payment
of dues.

The annual dues shall be determined by the Board of Directors and shall be
non-refundable.
The Directors may reduce an applicant’s dues for membership, upon
determination that such reduction is warranted. Such determination shall
be made in an executive session and only by the approval of the
President, Treasurer, and at least one other director.
Dues for applicants after the first of February shall be prorated on a
biannual basis for the remainder of the membership period.
Dues not paid after March 30 shall result in a forfeiture of
membership.

Section 3. Resignation. Any member desiring to resign from the Society
shall submit his resignation in writing to the Secretary.

Section 4. Rights and Privileges. Except where rights are restricted by
class of membership, members shall have the right to make motions and
vote in membership meetings, serve on committees, be eligible to hold
office, and shall be entitled to all of the benefits and services the
Society extends exclusively to members.

Section 5. Classes of Membership.

Individual membership shall include all rights and privileges as
herein given.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Directors. The officers and four directors shall constitute
the Board of Directors.

Section 2. Qualifications. Directors shall be the age of majority in the
State of Indiana. Directors must be paid members of the Society.

Section 3. Duties and Responsibilities. The Board of Directors shall
have general supervision of the affairs of the Society between its
business meetings, fix the hour and place of meetings, make
recommendations to the Society, and perform such other duties as are
specified in these bylaws. The Board shall be subject to the orders of
the Society, and none of its acts shall conflict with any action taken
by the Society.

Section 4. Nominations.

At the regular meeting held on the first Wednesday in January,
nominations for the Board of Directors shall be solicited.
Before the election at the annual meeting in February, additional
nominations from the floor shall be permitted.

Section 5. Elections and Terms of Office. The directors shall be elected
by the membership to serve for one year or until their successors are
elected, and their term of office shall begin at the close of the annual
meeting at which they are elected.

Section 6. Officers. The officers of the Society shall be a President, a
Secretary, and a Treasurer.

The officers shall be elected by a majority of the directors
promptly after each annual meeting.
The officers shall perform the duties prescribed by these bylaws and
by the parliamentary authority adopted by the Society.

Section 7. Board Meetings. Board meetings shall be held on an as needed
basis, as determined by the Board of Directors.

Section 8. Quorum of the Board. In meetings of the Board of Directors,
a majority of the members of the Board shall constitute a quorum.

Section 9. Plurality. No member shall hold more than one office at a
time.

Section 10. Vacancies.

A vacancy arising in the office of President, Secretary, or
Treasurer may be filled by another director elected by a majority of the
Board of Directors.
A vacancy of a director who is not an officer may remain vacant at
the discretion of the Board of Directors, or filled by an election held
by the members as described in these bylaws.
A director may temporarily carry out the duties of a vacant office
until the vacancy is filled, but shall not vote on behalf of the vacant
office.

ARTICLE IV. MEETINGS

Section 1. Regular Meetings. The regular meetings of the Society shall
be held on the first Wednesday of each month unless otherwise ordered by
the Board of Directors.

Section 2. Annual Meeting. The regular meeting on the first Wednesday in
February shall be known as the annual meeting and shall be for the purpose
of electing officers, receiving reports of officers and committees, and
for any other business that may arise.

Section 3. Special Meetings. Special meetings may be called by the
President, by the Board of Directors, or upon the written request of a
quorum of the members of the Society. The purpose of the meeting shall
be stated in the call. Except in cases of emergency, at least three
days’ notice shall be given.

Section 4. Quorum. Five members of the Society shall constitute a
quorum.

ARTICLE V. COMMITTEES

Section 1. Finance Committee. The Finance Committee shall be composed of
the President, Treasurer, and Secretary.

It shall be the duty of this committee to manage the monies and
accounts of the Society, and to coordinate preparations for filing of
the Society’s income taxes.

Section 2. Appointment of Committees. Such other committees, standing or
special, shall be appointed by the President as the Society or the Board
of Directors shall from time to time deem necessary to carry on the work
of the Society. The President shall be ex officio a member of all
committees.

ARTICLE VI. PARLIAMENTARY AUTHORITY

Section 1. Parliamentary Law. 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, statutes of the State of Indiana, and
any special rules of order the Society may adopt.

Section 2. Special Rules of Order. The Society may adopt special rules
of order as it finds necessary to supplement or modify its parliamentary
authority, and the special rules of order shall supersede any rules in
the parliamentary authority with which they may conflict.

ARTICLE VII. CONFLICTS OF INTEREST

Section 1. It is the policy of the Society that Board Members and
others acting on the Society’s behalf must be free from conflicts of
interest that could adversely influence their judgement, objectivity or
loyalty to the Society when conducting meetings and activities. The
Society recognizes that it is nonprofit and that all members may take
part in legitimate financial, business and other activities outside the
Society, but any potential conflict of interest raised by those
activities must be disclosed promptly to the Board of Directors.

Section 2. Definitions – A conflict of interest transaction or
arrangement is a transaction or arrangement with the Society in which a
director or officer has a direct or indirect interest.

A director or officer has a direct interest in any transaction or
arrangement if the director or officer or a member of the director’s or
officer’s family has a financial interest in the transaction or
arrangement.
A director or officer has an indirect interest in any transaction or
arrangement if the director or officer or a family member:

has a financial interest or potential financial interest in any
entity or individual involved in the transaction or arrangement;
has a compensation arrangement with any entity or individual with
which the Society has a transaction or arrangement; or
is a director, officer, or trustee of a profit or nonprofit entity
involved in the transaction or arrangement and the transaction or
arrangement is of such importance that it is or should be considered by
the board of that nonprofit entity.

Section 3. Procedures – Any director or officer with knowledge of an
actual or potential conflict of interest on the part of that director or
officer or any other director or officer of this corporation shall
inform the entire board of the conflict. The board shall obtain
disclosure of the financial interest and all material facts. After any
discussion with the interested person, the interested person shall leave
the meeting while the board determines whether a conflict of interest
exists. If the board determines that a conflict exists, the board shall
follow these procedures to address the conflict of interest:

The interested person may make a presentation to the board but after
the presentation shall leave the meeting during the discussion of and
the vote on the transaction or arrangement involving the conflict of
interest.
The board shall investigate alternatives to the proposed transaction
or arrangement. After exercising due diligence, the board shall
determine whether the transaction or arrangement is fair to the
Society. The transaction must be approved by a majority of all the
members of the board who have no direct or indirect interest in the
transaction. If a majority of the directors vote to approve the
transaction or arrangement, a quorum is present for the purpose of
taking action, except that such transaction or arrangement cannot be
approved by a single director.

Section 4. Records of the Proceedings – The minutes of the board
meeting shall contain the names of the persons who had a conflict of
interest, the nature of the financial interest, a summary of the
discussion to determine whether a conflict was present and the vote as
to whether a conflict was present, the names of the directors and
officers present for the discussion and vote related to the transaction
or arrangement, a summary of the discussion, and a record of the vote
taken.

ARTICLE VIII. AMENDMENT OF BYLAWS

Section 1. Except as may otherwise be specified under provisions of
applicable law, these Bylaws may be altered, amended or repealed and new
Bylaws adopted by approval of a majority the Board of Directors.