By Laws

November 12, 1999
BY LAWS OF THE PROFITKEY USERS GROUP

ARTICLE I. IDENTIFICATION

1. This organization shall be known as “ProfitKey Users Group”, and shall be referred to within the bylaws as the Users Group.

2. The Users Group shall be a non-profit organization and no part of the net earning shall be used to benefit any individual member.

ARTICLE II. PURPOSES

The objectives of this organization are:

1. To encourage communication among ProfitKey users.

2. To provide educational programs of interest to ProfitKey users.

3. To encourage professionalism among ProfitKey users.

4. To foster user input for ProfitKey product development

ARTICLE III. MEMBERSHIP

General:

1. All members are invited to take an active interest in the Users Group by participating in Task Forces, Application Forums, Special Interest Groups, Executive Board and by attending local user meetings and the international conference.

2. All membership fees, dues and assessments shall be established by a majority vote of the Executive Committee.

Membership:

1. Any organization, institution or individual that has purchased or leased a ProfitKey International software license agreement is eligible for membership in the ProfitKey Users Group.

2. All employees of the member will be afforded all rights and privileges of membership.

3. A member organization should appoint a person, immediately concerned with the use of the ProfitKey software, to represent the member organization in all matters that may come before the User Group and may require a vote of the membership. This representative of the member organization will be termed the member delegate.

4. A member organization may have as many member delegates as it has licenses for ProfitKey Software. License is defined as a Product program license agreement.

5. All voting by Member Organizations will be done through the member delegate on a one-vote per member delegate basis.

Revocation of Membership:

In special instances, where the Executive Committee has determined that a member, or members delegate, has violated any of the ratified bylaws, the Executive Committee may revoke either the members or the delegates membership in the User Group. A majority vote of the board is required to revoke membership. Reinstatement can be obtained by majority vote of the Executive Board.

ARTICLE IV. MEMBERSHIP MEETINGS

The Meeting of the membership, which can also be known as “The User Group Conference”,

shall be held on such date and at such time and place as the Executive Board in its discretion may set; not less than 45 days written notice of the date, time and place of such meeting shall be given to each member.

ARTICLE V. OPERATION

The Executive Board shall be the governing body of the Users Group.

Officers:

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:

A. OFFICERS:

1. President:

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. Vice-President:

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. Secretary:

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. Treasurer:

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.

C. VACANCIES:

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.

Quorum:

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.