ARTICLE V. OPERATION
The Executive Board shall be the governing body of the Users Group.
1. The Executive Committee of the Users Group shall be comprised of a President, Vice-President, Secretary, Treasurer, Local User Group Coordinator, and a minimum of one (1) board members-at-large. The immediate past President may complete the board.
2. Election of Officers will take place after notification via the Newsflash, etc has occurred of openings for new members. After a letter is received indicating financial support for the candidate, votes will be taken by the Executive Board. The User Group members will be notified of the results.
3. The term of office for all officers shall be 6 conferences. No officer shall serve more than six conferences in successive terms.
4. The outgoing officers may attend the first board meeting following the election to assist in the transfer of responsibility.
Duties of Committee:
1.1 The President shall in general administer the business and affairs of the Users Group and shall preside over all meetings, including those of the executive board.
1.2 The President shall appoint committees deemed necessary and assign specific duties to members of the executive board.
1.3 The President shall be responsible, with the Treasurer, for the Treasury.
1.4 The President shall represent the Users Group in all formal relations with ProfitKey International as well as any other outside organizations and interests.
1.5 The President and Treasurer shall sign all financial and contractual obligations properly authorized by the Board. The Vice-President may sign in place of the President or Treasurer.
2.1 The Vice-President shall assume the duties of the President in case of the absence or incapacity of the President, and shall become the President upon the resignation, death or permanent incapacity of the President.
2.2 The Vice-President shall otherwise perform the duties of selecting agenda topics and seeking board nominees.
2.3 The Vice-President shall oversee and coordinate the preparation, Balloting, and implementation of User Enhancement Suggestions.
2.4 The Vice-President shall assist the Secretary in communications with the User Group body.
2.5 The Vice-President may sign in place of the President or Treasurer, all financial and contractual obligations properly authorized by the Board.
3.1 The Secretary shall maintain minutes of all board meetings and publish said minutes no later than two weeks after the specific board meeting.
3.2 The Secretary shall preserve all records, reports, and official documents of the Users Group.
3.3 The Secretary shall administer and coordinate all election or bylaw amendment activity.
3.4 The Secretary shall administer and coordinate all conference registration for the annual conference in the absence of an executive assistant.
3.5 The Secretary shall establish and maintain a Postal Address, in the name of the Users Group, for the receipt of communication from the User Group membership in the absence of an Executive Assistant.
3.6 The Secretary shall maintain and report at the annual conference the current Terms of all Executive Committee members.
4.1 The Treasurer shall be bonded.
4.2 The Treasurer shall maintain the financial records, collect and distribute funds properly authorized by the Board and assure compliance with terms and conditions of these Bylaws.
4.3 The Treasurer and President shall sign all financial and contractual obligations properly authorized by the Board.
4.4 The Treasurer shall prepare and present to the Board a fiscal year and conference specific budget at least one month prior to the start of the fiscal year. Fiscal year commences March 1st.
4.5 The Treasurer shall prepare and present to the Board a fiscal year financial performance report at the first Board meeting following the close of the fiscal year.
5. Local User Group Coordinator:
5.1 The Local User Group Coordinator shall maintain communication with all existing Local User Group Chairmen and report said communication at each Board Meeting.
5.2 The Local User Group Coordinator shall actively encourage and assist User Members to start and maintain Local User Groups in specific geographical areas, to ensure the continued viability of the User Base.
6. Board Members at Large:
6.1 The Board Members at Large shall attend all board meetings and provide support and guidance to the four primary officers and to the Users Group. This shall include the chairing of committees or other duties as appointed by the President.
B. OTHER COMMITTEE MEMBERS
1. Special Committee Representatives:
1.1 ProfitKey International shall appoint a Management Liaison to represent the interest of ProfitKey International to the Board.
1.2 The liaison shall coordinate efforts of ProfitKey staff in their Participation in national conferences, and shall not have voting rights.
Any office other than the President which shall become vacant shall be filled by appointment of the executive board. The officer(s) thus appointed shall immediately assume office and serve out the remainder of the term.
Responsibilities of the Committee
1. The Committee shall establish procedures for the orderly organization and operation of the Users Group.
2. Each Committee member shall undertake such other duties as may be determined by the Board from time to time.
3. The Committee shall attend all Users Group Conferences and Board meetings. Any Board member missing two (2) such meeting during a term of office shall be considered to have resigned from office and the Board, unless reinstated by a two-thirds majority of the voting members of the Board.
4. Any Committee member who fails to carry through in a timely manner on assigned duties may be removed from office and the Board by a majority of the voting members of the Committee.
Following constitutes a quorum for a meeting of the Executive Committee:
1. The President or Vice-President must be present.
2. The number of committee members present must represent a simple majority of non-vacant offices.
Vote of the Board:
1. Except as expressly required by these Bylaws. The vote of the majority of the voting members of the Committee in attendance at a committee meeting at which a quorum is present shall be deemed an act of the Committee.
ARTICLE VI. AMENDMENT OF BY LAWS
These bylaws may be altered, amended, or repealed by a majority vote of the membership attending the conference, or by Executive Committee Quorum vote. The membership vote will supercede the Executive Board vote in the case of disagreement.
1. Amendments to these bylaws shall be proposed in writing to the User Group Executive Board by a special bylaws committee, or by an appointed individual, or by a request signed by any (10) licensed users of ProfitKey.
2. The Secretary will notify the membership of the amendment.
ARTICLE VII. PROHIBITION OF SHARING EARNINGS
This association is not organized nor is to be operated for pecuniary gains, profits, or dividends to its members, and is organized solely for not for profit purposes.
The property, assets, net income, profits of this association are irrevocably dedicated tot the user group educational purposes, and no part of the profit or net income shall ever be used to the benefit of any officer or member.
In the event of dissolution of this association by vote of three-fourths of the membership, all remaining assets, real and personal, shall be transferred to the United Way.
ARTICLE VIII. PARLIAMENTARY AUTHORITY
Unless otherwise specified by the president, Robert’s Rules of Order, Revised, shall determine the conduct of business in all meetings of the Users Group and of its committees, except where these rules would be inconsistent with these bylaws.
Revised and voted on by the Executive Committee February 21, 2009.