Crossroads Computer Club, Inc. Bylaws
Quick Index to Articles
ARTICLE I
The name of this club shall be Crossroads Computer Club, Incorporated, abbreviated
CCC.
ARTICLE II - ELECTED OFFICIALS
The principal elected officials for CCC shall be a Board of Directors and
officers, including President, Vice President, Secretary, and Treasurer.
A newsletter editor, sergeant-at-arms, librarian and any other officers deemed
necessary shall be named by the Board or officers.
ARTICLE III - OBJECTIVES AND PURPOSES
The objectives of CCC shall be to provide education, information, and materials
dealing with IBM compatible computers and to promote and encourage interest
in such activities and materials. CCC will engage in any lawful activity
for IBM compatible computer education and literacy, software and/or hardware
demonstrations or testing, computer presentations for charitable use or public
safety purposes (for example, computer virus identification and removal),
and any activities designed to encourage public awareness and support of
using computers for any of the above.
ARTICLE IV - NONPARTISAN ACTIVITIES
CCC has been formed under the laws of the State of Louisiana as a non-profit
club for the stated purposes described above, and it shall be nonprofit and
nonpartisan. No part of the activities of the club shall consist of the publication
or dissemination of materials with the purpose of attempting to influence
legislation, and the club shall not participate or intervene in any political
campaign on behalf of any candidate for public office or for or against any
cause or measure being submitted for public vote.
ARTICLE V - DEDICATION OF ASSETS
The property and assets of this nonprofit club are irrevocably dedicated
to purposes stated in Article III and IV. No part of the net earnings, properties,
or assets of CCC, upon dissolution or otherwise, shall inure to the benefit
of any private person or individual, or any member or officer of CCC. On
liquidation or dissolution, all properties and assets and obligations shall
be distributed and paid over to an organization dedicated to charitable purposes,
provided that organization continues to be dedicated to the exempt purposes
specified in Internal Revenue Code 501(c)(3).
ARTICLE VI - MEMBERSHIP
SECTION 1. QUALIFICATIONS
There shall be two class of membership in CCC: regular membership and sponsoring
membership. Any person dedicated to the purposes of CCC shall be eligible
for regular membership upon acceptance of his or her application (on a form
prescribed by the officers), and upon payment of such dues and initiation
fees as may from time to time be fixed by the club. Each such person shall
constitute one member and shall have one vote. Any individual, partnership
or club conducting business in the state of Louisiana and having an interest
in small computers shall be eligible for sponsoring membership upon acceptance
of its application by the club and payment of such dues and initiation fees
as may from time to time be fixed by the club. Sponsoring members shall have
one vote like any other member. Hardship cases may be given a waiver of fees.
SECTION 2. FEES, DUES, AND ASSESSMENTS
Each member in good standing must pay, within the time and on the conditions
set by the club, the initiation fees and annual dues in amounts to be fixed
from time to time.
SECTION 3. TERMINATION OF MEMBERSHIP
(a) Causes of Termination. The membership of any member terminate upon the
occurrence of any of the following events:
(i) The resignation of the member.
(ii) The failure of a member to renew membership for the following year
by paying annual dues within the times set forth by the club.
(iii) The occurrence of any event which renders any member ineligible for
membership provided that termination for such cause shall take effect only
upon expiration of the period (not to exceed one year) for which such member's
current membership runs.
(iv) The unauthorized duplication of any copyrighted software at any club
function.
(v) Failure to support club goals as judged by a majority of the officers.
(vi) Unlawful, disrespectful, or unbecoming behavior at any club function.
Such termination shall be effective only by majority vote of the officers
at a meeting where all officers of the club are present.
(vii) The determination by the officers, or a committee designated to make
such determination, that the member has failed in a material and serious
degree to observe the rules of conduct of the club, or has engaged in conduct
materially and seriously prejudicial to the interests of the club.
(viii) Discrimination based on sex, race, religion or national origin or
prior conditions or knowledge is expressly forbidden and will result in immediate
loss of membership.
(b) Procedure for Expulsion. The club shall notify the person(s) in writing
or verbally of its officers' decision.
SECTION 4. TRANSFER OF MEMBERSHIP
No member may transfer a membership or any right arising from it without
the prior written approval of the club. All rights of membership cease upon
termination of membership.
ARTICLE VII - MEETINGS
SECTION 1. PLACES OF MEETINGS AND PROCEDURAL RULES
Meetings of the membership and the Board shall be held at any place designated
by the elected officials. In the absence of any such designation, members'
meetings shall be held at the principal office of the club. Roberts Rules
of Order shall be followed for all formal meeting procedures unless a majority
of the members present votes to substitute some other rules of order.
SECTION 2. TIMES OF MEETINGS
Times will be determined by the elected officials and upon the recommendation
of the club.
SECTION 3. QUORUM
A quorum is a simple majority of the eligible voting members present except
as noted in committee meetings in following Section 4.
SECTION 4. ADJOURNED MEETINGS
Any members' meeting, whether or not a quorum is present, may be adjourned
from time to time by vote of a majority of eligible voting members present
at the meeting, but in the absence of a quorum, no other business may be
transacted, except as provided in this Article. In this case, if five people
should be meeting and only two are present, adjournment is required as a
quorum is not present.
SECTION 5. VOTING
(a) Eligibility to Vote. Only regular or sponsoring members as of the date
determined in accordance with Article VI, Section 1, subject to the provisions
of club rules, shall be entitled to vote at any meeting of members. The officers
shall approve the credentials of each eligible member before such member
shall be allowed to vote at a members' meeting or by ballot.
(b) Manner of Casting Votes At Meetings. Voting at meetings may be by voice
or secret ballot, provided that any election of officials must be by secret
ballot if demanded by any member before the voting begins. A regular or sponsoring
member shall be entitled to cast one vote for each matter submitted to a
vote of the members.
(c) Majority of Members Represented at Meeting Required, Unless Otherwise
Specified. The affirmative vote of a majority of the eligible voting members
represented at the meeting, entitled to vote and voting on any matter shall
be the act of the members.
SECTION 6. WAIVER OF NOTICE OR CONSENT BY ABSENT MEMBER
(a) No Written Waiver or Consent or Proxy is allowed.
(b) Only members present shall be allowed to vote except in the case of
an emergency when a statement of intent to vote may be stated by telephone
to a designated official as in the case where a club purchase might require
a consensus before the next regular meeting.
ARTICLE VIII - ELECTION OF OFFICERS
SECTION 1. NOMINATIONS
(a) Nominating. Nominations shall be made at an annual meeting to be held
in November of each year and shall be published in the publication of CCC
at least one week in advance of the election.
(b) Any voting member in good standing may be nominated at this meeting.
(c) Solicitation of Votes. If more people are nominated for officers than
can be elected, the election shall take place by means of a procedure that
allows all nominees a reasonable opportunity to solicit votes and all members
a reasonable opportunity to choose among the candidates. If after close of
nominations there is no more than one nominee for each position, the club
may without further action declare that those nominated and qualified to
be elected have been elected.
(d) Publications. Without limiting the generality of the foregoing, if the
club now or hereafter publishes, owns, or controls a magazine, newsletter
or other publication, and publishes material in the publication soliciting
votes for any nominee for elective office, it shall make available to all
other nominees, in the same issue of the publication, an equal amount of
space, with equal prominence, to be used by the nominee for a purpose reasonably
related to the election.
(e) Mailing Election Material. The club shall not be responsible for the
distribution of any material soliciting votes on behalf of a nominee with
the exception noted in this Article VIII, Section 1(d).
(f) Use of Corporate Funds to Support Nominee. Without authorization of
the club, no club funds may be expended to support a nominee after there
is more than one person nominated for that position.
SECTION 2. PLACE AND DATE OF ELECTIONS
The election of officers shall take place during the December meeting at
a time and location announced according to provisions in Article VII, Section
1.
ARTICLE IX - ELECTED OFFICIALS
SECTION 1. POWERS
(a) OFFICERS
(i) General Club Powers. Subject to the provisions of law and any limitations
in the articles of these bylaws relating to action required to be approved
by the members, the business and affairs of the club shall be managed, and
all club powers shall be exercised, by or under the Board of Directors or
Officers.
(ii) Specific Powers. Without prejudice to these general powers, and subject
to the same limitations, the officers shall have the power to:
(a) Select and remove all appointed officers, agents, and employees of the
club; prescribe any duties or powers for them that are consistent with law,
with these bylaws; and fix their compensation.
(b) Change the principal meeting place and times from one to another; cause
the club to do activities according to the objectives and conduct business;
and designate members for jobs for any activities within reason.
(c) Adopt, make, and use a club seal; prescribe the forms of membership certificates;
and alter the forms of the seal and certificates.
(d) Make expenditures on behalf of the club and cause to be executed and
delivered for the club's purposes, in the club name, any hardware, software
or materials needed for club functions provided that the club not incur debts
for which there is insufficient funds unless a member volunteers to use a
credit card for which he or she will be reimbursed as soon as possible.
(b) BOARD OF DIRECTORS
(I) The Board of Directors exists as an oversight group to direct and administer
the legal and financial affairs of CCC for purchases, for association with
other groups for CCC and for the oversight of the general operation of the
club.
SECTION 2. NUMBER OF ELECTED OFFICIALS
(a) BOARD OF DIRECTORS. The Board of Directors shall consist of no less
than three natural persons including automatically the immediate past president,
who is a voting member; two or more elected persons who also have a vote;
and the current club president, who does not have a vote.
(b) OFFICERS. The authorized number of elected officers shall be no more
than four. Officers must be members in good standing.
SECTION 3. ELECTION AND TERM OF OFFICE OF ELECTED OFFICIALS
(a) Term of Office. The term of office of elected officials shall be one
year, from the first day of the month following the meeting at which such
elections until the last day of the month in which a successor is elected.
(b) Elections. All elected officials shall be elected either at the annual
December general meeting.
(i) An official ballot shall be given to all present voting members on the
date of the election, containing the names of all the nominees for each office.
(ii) Ballots shall be counted by an independent group designated by the Officers.
(iv) The results of the balloting shall be published in the official publication
of the club.
(c) The newly elected officers shall take their places club at the next
regular meeting.
(d) If any annual meeting is not held or if the officers are not elected
at any annual meeting, they may be elected at a special members' meeting
held for that purpose. Each official, including one elected to fill a vacancy
or elected at a special members' meeting, shall hold office until expiration
of the term for which elected and until a successor has been elected and
qualified.
SECTION 4 - RESPONSIBILITIES OF ELECTED OFFICIALS
(a) BOARD OF DIRECTORS. As per the Articles of Incorporation in the State
of Louisiana, the direction of and administration of CCC shall be vested
in a Board of Directors which shall have final say in financial and legal
affairs of the club for purchases, association memberships, and interaction
with other groups.
(b) OFFICERS.
(i) President. Subject to such supervisory powers as may be given by the
club, the president shall, subject to the control of the club, generally
supervise, direct, and control the business and the officers of the club.
He or she shall preside at all meetings of the members, shall have such other
powers and duties as may be prescribed by the bylaws.
(ii) Vice President. The Vice President shall serve in the same capacity
as the President in the President's absence. In the event that the President
is unable to perform his duties due to his death, illness, resignation or
legal removal from office as per this document, the Vice President shall
assume the presidency until such time as the club selects a new President.
(iii) Secretary. The secretary shall attend to the following: (a) Book of
minutes. The secretary shall keep or cause to be kept a book of minutes of
all meetings and actions of the club. (b) Membership records. The secretary
shall keep, or cause to be kept a record of the club's members, showing the
names of all members, their addresses, and the class of membership held by
each. (c) Notices and other duties. The secretary shall give, or cause to
be given, notice of all meetings of the members of the club required by the
bylaws to be given. He or she shall have such other powers and perform such
other duties as may be prescribed by the club or the bylaws.
(iv) Treasurer. The treasurer (chief financial officer) shall attend to
the following: (i) Books of account. The chief financial officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books
and records of membership and accounts of the properties and business transactions
of the club, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings, and other matters customarily included
in financial statements. The books of account shall be open to inspection
by any member at all reasonable times. (ii) Deposit and disbursement of money
and valuables. The chief financial officer shall deposit all money and other
valuables in the name and to the credit of the club with such depositories
as may be designated by the club; shall disburse the funds of the club as
may be ordered by the officers and/or the club; shall render to the president
and officers, whenever they request it, an account of all his or her transactions
as chief financial officer and of the financial condition of the club; and
shall have other powers and perform such other duties as may be prescribed
by the club or the bylaws.
SECTION 5. VACANCIES
(a) Events Causing Vacancy. A vacancy or vacancies of the elected officials
shall be deemed to exist on the occurrence of the following:
(i) the death, resignation, or removal, as set forth in subsection 4 (b)
below, of any official;
(ii) the declaration by resolution of the elected officials of a vacancy
of an official who has been declared of unsound mind by order of court or
convicted of a felony or has been found by final order or judgment of any
court to have breached a duty under applicable sections of law;
(iii) the increase of the authorized number of elected officials hereby
allowed, or
(iv) the failure of members at any meeting or meetings at which officials
are to be elected, to elect the number of officials to be elected at such
a meeting.
(b) Removal of officials. An official shall be removed from his/her position
as officer upon vote of the members to remove him (the vote of the majority
of the members); provided that no official who was designated as such, rather
than elected by the members, may be removed without the written consent of
the person or persons who designated such officer.
(c) Recall of Officials By Members. Recall of an official may be sought
by a petition signed by 51% or more of the voting members. The petition shall
state the reason for the recall and shall be filed with the club at its official
meeting. The memberships and signatures on such petitions shall be verified
by an elected official of the club before the recall shall become effective.
The recall shall become effective when the elected official shall have filed
with the Board of Directors a certificate of verification of the petition
for recall. The petition and the elected official's certification shall be
filed with the club's minute book. Notice of the results of the petition
shall be to all members and officials of the club.
(d) Resignations. Except as provided in this paragraph, any official may
resign, which resignation shall be effective on giving written notice to
the club or officer unless the resignation specifies a later time for the
resignation to become effective. If the resignation of a official is effective
at a future time, the officers may name or have elected a successor to take
office as of the date when resignation becomes effective. No official may
resign when the club would then be left without a duly elected or named person
in charge of its affairs.
(e) Vacancies Filled By Members. The members may elect an official at any
time to fill any vacancy not filled by the officers, but any such election
by written consent shall require the consent of a majority of the voting
power.
(f) No Vacancy On Reduction of Number of Officials. No reduction of the
authorized number of officers shall have the effect of removing any official
before that official's term of office expires.
(g) Restriction On Interested Officials. Not more than one third of the
persons serving as at any time may be interested persons. An interested person
is any person currently being compensated by the club for services rendered
to it and any brother, sister, ancestor, descendant, spouse, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law
of any such person. Any violation of the provisions in this paragraph shall
not effect the validity or enforceability of any transaction entered into
by the club.
ARTICLE X - MAINTENANCE AND INSPECTION OF ARTICLES
AND BYLAWS
(a) The club shall keep the original or a copy of the articles and bylaws
as amended to date, which shall be open to inspection by the members at all
reasonable times. The secretary shall, on the written request of any member,
furnish to that member a copy of the articles and bylaws as amended to date.
(b) Inspection by Officials. Every official shall have the absolute right
at any reasonable time to inspect all books, records, and documents of every
kind and the physical properties of the club and each of any subsidiary clubs.
(c) Construction and Definition. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions of Roberts Rules
of Order unless the club substitutes another such set of rules of order.
Without limiting the generality of the above, the masculine gender includes
the feminine and neuter, the singular number includes the plural, the plural
number includes the singular, and the term "person" includes both the club
and a natural person.
ARTICLE XI - AMENDMENT OF BYLAWS
New bylaws may be adopted or these bylaws may be amended or repealed by
approval of the members. However, if the club has more than one class of
voting members, any amendment which would materially and adversely affect
the rights of any class as to voting or transfer, differently from the manner
in which such action affects another class, must be approved by the members
of such affected class. Further, where any provisions of these bylaws requires
the vote of a larger proportion of the members than otherwise required by
rules of order, such provisions may not be altered, amended or repealed except
by vote of such larger number of members. No amendment may extend the term
of a official beyond that for which an official was elected.
ARTICLE XII - ARTICLES OF INCORPORATION
The Articles of Incorporation, which were filed with the State of Louisiana
and the Parish of Rapides, are incorporated herein by reference.
