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TUG Board of Directors
TheUserGroup.org, Inc. Bylaws
October 15, 2013 (version 6)
ARTICLE 1: NAME
1.0 The name of the organization is TheUserGroup.org, referred to hereinafter as “TUG”.
ARTICLE 2: PURPOSE
2.0 The mission of TUG is:
2.0.1 To advance the effective utilization of computer software developed and marketed by Infor Global Solutions (hereinafter referred to as Infor), Infor’s partners, and other vendors by promoting the interchange and dissemination of information of mutual interest and value.
2.0.2 To provide a forum for mutual education and exchange of ideas and information among members and promote sound and professional systems usage and best practices.
2.0.3 To influence the direction of development activities, products, policies and services of Infor Global Solutions in the interest of all members to meet user requirements.
ARTICLE 3: MEMBERSHIP
3.0.1 Members are invited to take an active interest in TUG by participating in educational events, TUG Community offerings, Network Group activities and other events, as otherwise permitted by the Board of Directors.
3.0.2 All membership fees, dues and the time of payment thereof shall be established by a majority vote of the Board of Directors. Such amounts must be timely paid to obtain or retain membership status.
Members shall retain their status so long as they pay any and all annual dues imposed by TUG upon its members. The Board of Directors shall establish the amount of any annual dues, and shall determine the method of calculation and payment thereof. Annual dues shall be invoiced by December 1 and shall be due during the month of January.
3.2 Categories of Membership
3.2.1 Member Companies: Companies which have a license for current Infor software. An Infor licensed software is defined as any software product sold and licensed by Infor.
3.2.2 Partner Member Companies: Companies which are Infor Certified Partners in the Infor Distribution community. These will be further categorized as Solution Partners, Services Partners, Resellers (or Channel Partners), Alliance Partners, and Technology Partners. Partner Member Companies shall name a primary contact, an executive contact, and all participating representatives.
3.2.3 Associate Member Companies: Companies or organizations not meeting Member Company or Partner Company qualifications may be awarded Associate Member Company status by the Board of Directors. Associate Member Companies shall name a primary contact, an executive contact, and all participating representatives.
3.2.4 Member Representatives: All categories of TUG Member Companies shall designate one employee as their primary contact and one employee as their executive contact. Additionally, each company will name every representative of their company and provide all contact information for each representative.
3.3 Application for Membership
An Infor licensee, Infor Certified Partner, or organization desiring to become a member, shall complete and submit a membership application. Applications shall be processed in accordance with TUG bylaws and TUG policies and procedures. Acceptance of membership is the responsibility of the Board of Directors in accordance with these bylaws or applicable TUG policies.
3.4 Obligations of all Members
3.4.1 All Members shall be expected to abide by these bylaws and the policies and procedures of TUG and to meet financial obligations associated with TUG membership.
3.4.2 All Members shall hold TUG harmless from any actions of representatives, delegates, attendees or speakers at, or related to, any TUG function and from any actions of TUG agents or contractors.
3.4.3 All members shall conduct themselves and their activities in a professional manner marked by integrity and a spirit of fair play.
3.4.4 No member shall represent themselves as a spokesperson of TUG to the press or any other outside organization except as approved by the Board of Directors.
3.4.5 Members shall respect all communication designated as confidential by Infor and TUG and shall not record, distribute, publish or interpret this communication without the explicit written permission of Infor and/or TUG.
3.4.6 No member shall engage in any activity as it relates to TUG membership which would violate the proprietary rights of their employers, TUG, or any other person or organization.
3.4.7 No member shall engage in any sales activity, including direct or indirect solicitation, or conduct any other activity, contrary to the purposes of TUG.
3.5 Rights of Members
3.5.1 Voting: Each Network Groups (SIG) determines the voting rules for governance of their individual groups.
3.5.2 Election of the Board of Directors: Current employees of Member Companies are eligible for nomination and election as Directors or Officers of TUG. Procedures for the election of Board Directors and Officers are outlined in the TUG policies and procedures.
3.5.3 Partner and Associate Members are non-voting members, and are not eligible to be elected to or appointed to the Board of Directors. They may hold specific volunteer positions.
3.5.4 Official Notices of TUG: Member Company Representatives, Partner Company Representatives and Associate Member Company Representatives are entitled to receive copies of official notices of TUG as determined by the Board of Directors.
3.5.5 Liabilities: The Member Companies or Partner Companies or Associate Member Companies shall not be liable for the debts or obligations of TUG. No Member Company, Partner Company or Associate Member Company Representative shall receive compensation for services rendered to TUG except as otherwise approved by the Board of Directors; however, a Member Company, Partner Company or Associate Member Company Representative may be reimbursed for expenses reasonably incurred on behalf of TUG if pre-approved by the Board of Directors.
Any Member Company, Partner Company or Associate Member Company may resign at any time. Written notification of resignation shall not relieve the resigning Member Company, Partner Company or Associate Member Company from the payment of dues for the current year, nor entitle the Member Company, Partner Company or Associate Member Company to a rebate of dues paid. The resignation may take effect immediately or upon a later date if such is specified in the letter of resignation.
3.7 Suspension or Expulsion:
Any Member Company, Partner Company or Associate Member Company whose conduct shall be deemed detrimental to the best interest of TUG, or who shall violate these bylaws or TUG policies and procedures, may be suspended or expelled by a majority vote of the Board of Directors. When such action is taken, the Member Company, Partner Company or Associate Member Company shall be entitled to receive specific charges in writing from the Board of Directors and shall, if desired, be afforded an opportunity for a hearing before the Board of Directors or a special committee selected by the Chairperson for this purpose. When a Member Company, Partner Company or Associate Member Company is suspended or expelled, they may petition the Board of Directors for reinstatement, which may be granted after a period of time or upon conditions deemed appropriate by the Board of Directors.
3.8 Reinstatement of Membership:
Any former member may apply for reinstatement if it qualifies for membership in accordance with the bylaws and TUG policies. Application for reinstatement shall be made to the Board of Directors and shall be granted at their discretion.
ARTICLE 4: GOVERNING STRUCTURE
4.0 General: The Board of Directors shall be comprised of the Officers and Directors-At-Large. Affairs of the corporation shall be managed by the Board of Directors except as otherwise expressly provided by law, the Certificate of Incorporation, or by these bylaws, but the Directors shall act only as a Board and the individual Directors shall have no power as such. Among such powers are:
4.0.1 Development, determination and execution of TUG policy.
4.0.2 Interpretation and implementation of decisions of the members and of the Board of Directors.
4.0.3 Approval of the TUG budget and business plan and the designation of an independent certified public accounting firm to audit TUG's financial records and prepare all necessary tax returns and audited financial statements.
4.0.4 Approval of use of the TUG name, in whole or in part, by other organizations.
4.0.5 Retention of association management and services as needed to assist in the day-to-day business operations and permit preparation of all necessary tax returns and financial statements as required and to assume any duties necessary for the conduct of TUG business as determined by the Board of Directors.
4.0.6 Approval of the various membership and registration fees.
4.0.7 Establishment of banking relationships for the administration and disbursement of funds.
4.0.8 All other powers which are customarily exercised by a Board of Directors.
4.1.1 The number of the Board of Directors shall be no more than eleven (11) and no less than (7) which shall be comprised of Chairperson, Vice Chairperson, Immediate Past Chairperson, Finance Chairperson and up to seven (7) Directors elected by the Member Companies.
4.1.2 The Executive Committee of the Board of Directors shall consist of Chairperson, Vice Chairperson, Finance Chairperson, and the Immediate Past Chairperson and other approved board members as deemed necessary by the Board. The Executive Committee shall manage the affairs of TUG in between meetings of the Board of Directors and may exercise the authority of the Board; provided that the full Board of Directors may override any decision of the Executive Committee and the Executive Committee may not override any decision of the Board of Directors.
All constituents of the Board of Directors must be current employees actively involved in the business operations of Member Companies during their term of office.
4.2.1 The Board of Directors will be comprised of no more than one individual from each Member company.
4.2.2 In the event that an Officer’s or Director’s employment status does not meet the qualifications due to resignation, termination, lay off or retirement, for example, TUG will revoke the status of the Officer or Director if permanent employment with a Member company as outlined is not secured within 90 days.
4.2.3 Failure of a Director to meet his or her obligations will result in automatic termination from the Board. This may occur when two or more consecutive virtual meetings have been missed, or when more than one face-to-face meeting has been missed in a twelve month period of time. The board may reinstate an individual by majority vote.
4.2.4 Removal of any Director may be enacted by a two-thirds (2/3) vote by the Board of Directors, except the Board member in question, when it is in the best interests of TUG.
4.3 Vacancy in Office: Where vacancy occurs on the Board of Directors, excluding the office of Immediate Past Chairperson, the Chairperson with concurrence of the Board of Directors may make an appointment to fill the remaining term of that office subject to the following:
4.3.1 Directors thus appointed shall, for the purpose of interpreting their powers and duties under these bylaws, be considered Elected Directors.
4.3.2 The office of Chairperson, if vacated, shall be filled by the Vice Chairperson.
4.3.3 In the absence of willing and qualified candidates for the Chairperson and Vice-Chairperson positions, TUG will operate with Committees made up of the then current Board Members. One of these members will act as Coordinator. The Board will act as quickly as possible to restore the composition of the Board as identified in Article 4.1 and defined below in Article 5.
4.4 Elections: Election procedures for the Board of Directors shall follow the guidelines defined in Article 6.
4.4 Quorum: A quorum will be composed of more than 50% of the current Board members and at least one (1) Officer.
4.5 Action by Majority Vote: Except as expressly required by law or these bylaws, the act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.6 Policy: The Board of Directors shall from time to time establish, modify or cancel policies governing the membership, committees and actions of the Board of Directors.
ARTICLE 5: OFFICERS
5.0 The Officers of TUG shall be Chairperson, Vice Chairperson, and Finance Chairperson.
5.0.1 Responsibilities of the Chairperson: Acts as Chairperson of TUG and shall in general supervise the affairs of TUG, subject however, to the control of the Board of Directors. The Chairperson shall preside over all meetings of the Board of Directors.
5.0.2 Responsibilities of the Vice Chairperson: The Vice Chairperson shall perform such duties as are assigned by the Chairperson from time to time and carry out the responsibilities of the Chairperson in the absence of the Chairperson. The Vice Chairperson shall also serve as the Chair of the Nominating Committee.
5.0.3 Responsibilities of the Finance Chairperson: The Finance Chairperson shall fulfill the responsibilities of treasurer, provide a vision to the Board on how TUG will achieve its fiscal goals and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation within the guidelines of the Policies and Procedures.
5.1.1 The Vice Chairperson shall be elected every other year with the current Vice Chairperson assuming the office of Chairperson. If the Vice Chairperson has assumed the office of Chairperson due to a vacancy, he or she may continue in that office through the end of the term to which he or she was elected.
5.1.2 All other Directors and Officers are elected for two (2) year terms.
5.1.3 The Directors and Officers may serve a maximum of two (2) consecutive terms in a position or a maximum of four (4) years on the Board of Directors, excluding any terms as Chairperson, Vice Chairperson, or Immediate Past Chairperson. A member may return to a Director or Officer role on the Board after twelve (12) months of non-service.
5.1.4 Directors’ terms shall commence at a time determined by the Board.
5.1.5 Directors’ terms may be extended by the Chairperson.
5.1.6 Any Director may resign at any time by submitting written resignation to the Board of Directors. The resignation may take effect immediately or upon a later date if such is specified in the letter of resignation.
ARTICLE 6: NOMINATION & ELECTION
6.0.1 All constituents of the Board must be current employees actively involved in the business operations of a Member company in good standing.
6.0.2 Directors must be willing to commit appropriate time to Board assignments and responsibilities and they must have the support of their institutions to serve. Board members are expected to attend all meetings of the board.
6.0.3 Candidates for the Board may not be from the same institution as a continuing Director.
6.0.4 Directors are responsible to serve as a representative of the community as a whole, not for personal or specific corporate gain.
6.1.1 Nominating Committee: The Vice Chairperson shall be the Chairperson of the Nominating Committee and shall select its remaining members. In the event the Vice Chairperson is not able to serve in this capacity, the Chairperson shall select the Chairperson of the Nominating Committee.
6.1.2 The Nominating Committee shall consist of at least three (3) Directors.
6.1.3 The Nominating Committee shall annually solicit nominations from the Board, Network Groups (“SIG”) leaders, and members.
6.1.4 Nominations shall close not less than sixty (60) days after nominations are opened. The names of the candidates and a statement from each candidate indicating acceptance of the nomination and willingness to serve, if elected, shall be presented to the Board.
6.1.5 The Nominating Committee and Board shall interview potential candidates. Confirmed candidates shall proceed to the vote.
6.2 Election Procedure:
6.2.1 Elections shall be held under the general supervision of the Vice Chairperson and shall be conducting by electronic mail or during an announced Board call.
6.3.1 The Nominating Committee will make recommendations to the Board to fill vacancies.
6.3.2 Persons appointed to fulfill an unexpired term shall be eligible to be nominated to a full term upon completion of the unexpired term.
ARTICLE 7: MEETINGS
7.0 Annual Conference: The Board of Directors shall determine the frequency, dates and locations of the Annual Conference, except that there shall be at least one each year when finances allow. At the Annual Conference, the Chairperson shall make a report to the membership containing such matters as are deemed important by the Chairperson and of interest to the membership.
7.1 The Chairperson shall schedule at least two (2) Board meetings per year, these may be virtual. Board meetings may be held at other times, at the discretion of the Chairperson.
ARTICLE 8: AMENDMENT OF BYLAWS
8.0 Initiating Amendments
8.0.1 These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds (2/3) majority vote of the Board of Directors present at any Annual Conference or Board
meeting, provided that at least four (4) weeks’ written notification is given to all members of the board of intention to alter, amend or repeal and to adopt new bylaws at such meeting; further provided, that no amendment which reduces the privileges of the Member Companies may be made without a majority vote of the Member Company Representatives conducted by ballot.
8.0.2 If at least 10% of the Member Company Representatives present a petition requesting the Board of Directors to initiate a change in the bylaws, the Board of Directors shall submit the matter to a membership vote at the earliest practical date, but not later than eight (8) months from the date of the petition.
ARTICLE 9: PARLIAMENTARY AUTHORITY
9.0 RONR: The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern TUG in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order TUG may adopt.
ARTICLE 10: DISSOLUTION
10.0 Voting Requirements: TUG may dissolve if an affirmative vote is received from two-thirds (2/3) of all voting Member Company Representatives.
10.1 Disposition of Assets: Upon dissolution or liquidation of this Corporation all liabilities and obligations of the Corporation shall be paid, satisfied and discharged or adequate provisions shall be made therefore. Remaining assets shall be distributed as determined by the Board of Directors to one or more not-for-profit organizations.ion of decisions of the members and of the Board of Directors.
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