WASHINGTON AREA COMMODORE USER GROUP BYLAWS ARTICLE I - PURPOSE 1. To enhance the knowledge and interest in Commodore computers and associated hardware and software. 2. To promote educational and recreational aspects of computers in general. 3. To provide through its club meetings opportunity for the full and free discussion of topics of interest to its members. ARTICLE II - LOCATION The principal office of the corporation shall be located in Northern Virginia. The corporation may have such other offices, either within or without the Commonwealth of Virginia, as the Board of Directors may designate. ARTICLE III - MEMBERS Section 1. General: The membership of the corporation shall be open to any individual who subscribes to its purpose nd is not in arrears in his or her dues. Section 2. Dues: The dues shall be established by the Board of Directors at the beginning of each calendar year. (See Article V, infra.) ARTICLE IV - CORPORATION MEETINGS Section 1. Regular Meetings: The Regular Meeting of the corporation shall normally be on the third Saturday of each month or as specified by the President. Section 2. Annual Meeting: The Annual Meeting of the corporation shall be the January meeting. Section 3. Procedures: All meetings shall be governed by Roberts Rules of Order (rev. 1978) except where superseded by the Bylaws. Bylaws Page 1 REV: 05/13/93 Section 4. A quorum at any meeting shall be constituted by attendance of not less than twenty percent (20%) of the current membership. ARTICLE V - BOARD OF DIRECTORS Section 1. General Powers: The business and affairs of the corporation shall be managed by its Board of Directors (Board). Section 2. Composition: The Board shall consist of four members, each individually elected by a majority vote of corporation members attending the Annual Meeting of the corporation and not more than 10 others as may be elected from time to time by majority vote of the Board. Section 3. Meetings: Meetings of the Board may be called by its duly elected Chairman or upon the request of three (3) members of the Board communicated to the Chairman. The Annual Meeting of the Board shall take place in January of each year. Section 4. Attendance: Two or more unexcused absences during any calendar year from Board meetings by any Board member actually notified thereof constitutes resignation. ARTICLE VI - OFFICERS Section 1. Enumeration and Election of Officers: a. Elected Officers - The elected Officers of the corporation shall be President, Vice-President, Secretary, and Treasurer. The proposed officers shall be nominated by a Nominating Committee appointed by the President, and their names shall be published to the Board and the corporation prior to the Annual Meetings of the Board and the corporation. The Officers shall be elected at the Annual Board Meeting by a majority vote of those Board members attending. Vacancies prior to the Annual Meeting may be filled by majority vote of Board members in attendance at a regular Board meeting. b. Appointed Officers - Head Librarian, Membership Chairman, Liaison Officers and other positions may be appointed by the President and approved by the Board as necessary. Section 2. The President: The President shall preside at all meetings of the corporation. The President may, in the absence of the Treasurer, sign or endorse checks, drafts or notes. The President shall have the usual powers of supervision and management as may pertain to the office of the President and such other duties as may be designated by the Board. Bylaws Page 2 REV: 05/13/93 Section 3. The Vice-President: The Vice President shall, in the absence of the President, assume all the powers and perform all duties of that office, on a temporary basis. The Vice-President shall perform such other duties as assigned by the President or the Board. Section 4. The Secretary: The Secretary shall keep minutes of all meetings of the organization. The Secretary shall perform such other administrative functions as may be incidental to the office. Section 5. The Treasurer: The Treasurer shall collect and receive all monies due the organization. The Treasurer shall be the custodian of all monies. The Treasurer shall present statements to the Board at its regular meetings and an annual report at the Annual Meeting. Section 6. The Head Librarian: The Head Librarian shall be responsible for maintaining the organization's software library in accordance with rules adopted by the Board. Section 7. The Liaison Officer: The Liaison Officer shall be responsible for representing the organization at other computer organizations. Section 8. Membership Chairman: The Membership Chairman shall be responsible for maintaining the membership records and shall be the point of contact for all new members. ARTICLE VII - DISSOLUTION In the event of dissolution for any cause, all monies and property of the organization shall be donated to the County of Fairfax in the Commonwealth of Virginia. ARTICLE VIII - AMENDMENTS Section 1. The Board shall have the power to make, amend and repeal the Bylaws of the organization by a two-thirds vote of the Board at a regular or special Board Meeting. Any changes made by the Board to the Bylaws shall be published prior to the next regularly scheduled membership meeting. Section 2. The members of the organization may propose to the Board amendments to the Bylaws. The Board shall report their actions at the next regularly scheduled membership meeting. Section 3. Amendments may be proposed by petitions signed by not less than ten percent of the membership and submitted to the President by December 1. Such proposed amendments shall be published prior to the Bylaws Page 3 REV: 05/13/93 Annual Meeting of the corporation and shall be considered ratified if approved by a majority of the members present at the Annual Meeting. The above Bylaws were adopted by the Board at its regular meeting on February 22, 1988 and amended on May 16, 1992. Bylaws Page 4 REV: 05/13/93