Bylaws of Reno-Sparks Midrange Users Group, a Not-for-profit Corporation

Article I – Organization

1. The name of the organization shall be Reno-Sparks Midrange Users Group (RSMUG).
2. The organization may at its pleasure by a vote of the membership body change its name.

Article II – Purposes

The following are the purposes for which this organization has been organized:

1. Exchange information regarding the use of information technology, especially as it applies to IBM’s midrange System I i hardware and software, also known as the IBM iSeries and IBM AS/400.
2. Learn about new technologies and improvements to current technologies.
3. Understand how we can improve the use of technology to meet the needs of our employees organizations, companies and employers.

Article III – Membership

Membership in this organization shall be open to all individuals interested in information technology professionals who wish to join. Members are defined as an individual who is current with their membership dues.

Article IV – Meetings

The annual membership meeting of this organization shall be held on the second Tuesday 15th day of January each and every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws.

The Secretary shall cause to be mailed or emailed to every member in good standing at his address as it appears in the membership roll book or database in this organization a notice telling the time and place of such annual meeting.

Regular meetings of this organization shall be held at locations determined by the Board of Directors.

The presence of not less than 25 10 percent of the dues-paying members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than 12 weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

Special meetings of this organization may be called by the president when he or she deems it for the best interest of the organization. Notices of such meeting shall be mailed or e-mailed to all members at their addresses as they appear in the membership roll book or database at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of 50 percent of the members of the Board of Directors or 50 percent of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Article V – Voting

At all meetings, except for the election of officers and Directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and Directors.

At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

Article VI – Order of Business

1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
7. Adjournment.

Article VII – Board of Directors

The business of this organization shall be managed by a Board of Directors consisting of 7 at least four(4) members, together with the officers of this organization. At least one of the Directors elected shall be a resident of the State of Nevada and a citizen of the United States.

The Directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of 2 three(3) years. To promote continuity of the organization, the terms of the initial Directors to be chosen shall be staggered as follows:

• Position 1 – Two (2) years
• Position 2 – Two (2) years
• Position 3 – Three (3) years
• Position 3 – Three (3) years

Any additional Directors' positions added to the Board shall serve for a term to be determined by the Board not to exceed three (3) years.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the Directors of such meeting.

Fifty (50) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the [DATE] as determined by the Board.

Each Director shall have one vote and such voting may not be done by proxy. In the event of an even number of Board members present for a meeting of the Board of Directors, the chairman/president may not vote.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall may be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of year the departing Director's term.

The President of the organization by virtue of his office shall be Chairman of the Board of Directors.

The Board of Directors shall select from one of their members a secretary.

A Director may be removed when sufficient cause exists for such removal.

The Board of Directors may entertain charges against any Director. A Director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

Article VIII – Officers

The initial officers of the organization shall be as follows:

• President
• Vice President
• Secretary
• Treasurer

Duties of the President:

1. The President shall preside at all membership meetings.
2. He shall by virtue of his office be Chairman of the Board of Directors.
3. He shall present at each annual meeting of the organization an annual report of the work of the organization.
4. He shall appoint all committees, temporary or permanent.
5. He shall see all books, databases, reports and certificates required by law are properly kept or filed.
6. He shall be one of the officers who may sign the checks or drafts of the organization.
7. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

Duties of the Vice President:

1. The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

Duties of the Secretary:

1. The Secretary shall keep the minutes and records of the organization in appropriate books.
2. It shall be his duty to file any certificate required by any statute, federal or state.
3. He shall be the official custodian of the records and seal of this organization.He shall give and serve all notices to members of this organization.
4. He may be one of the officers required to sign the checks and drafts of the organization.
5. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.
6. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.
7. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

Duties of the Treasurer:

1. The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.
2. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
3. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
4. He shall exercise all duties incident to the office of Treasurer.

Officers shall by virtue of their office be members of the Board of Directors.

No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or Director for receiving any compensation from the organization for duties other than as a Director or officer.

Article IX – Salaries

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

Article X – Committees

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.

Article XI – Dues

The dues of this organization shall be $50 per annum and shall be due and payable on January 1 of each year. By November of each year, the Board of Directors shall determine the following year's rate, and communicate such to the membership. At its sole discretion, The Board may determine to offer reduced dues for organizations with multiple members. The Treasurer will provide a receipt to each dues paying member. The dues at the formation of the organization shall be $50.00 per member, per year.

Article XII – Amendments

These Bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than 50 percent of the members present.

Article XIII – Contributions

Contributions provided to the organization shall be governed by the regulations of the Internal Revenue Service (IRS). At the time of the adoption of these Bylaws, contributions are tax-deductible as defined by IRS Section 503c. The Treasurer shall provide a receipt to any individual, business or organization which makes a contribution to the organization of any form, including cash, check, services, or material goods.