By-laws of Hernando Computer Club, Inc.
(As approved by the Board of Directors March 9, 2010
and by the General Membership on April 19, 2010)
ARTICLE 1: NAME
The name of the organization shall be HERNANDO COMPUTER CLUB, INC.
ARTICLE 2: PURPOSE/MISSION STATEMENT
The purpose of the organization is to provide its members with a forum for education in the use of computers. Our mission is to foster fellowship and helpfulness within our membership using our expertise to advance our organization while providing learning opportunities and participating in activities which support the needs of the community.
ARTICLE 3: MEMBERSHIP
Section A: Membership Requirements
To be a member the following criteria must be met:
1. A new applicant, or an applicant upon expiration of their current membership, must submit a completed and appropriate form with dues.
2. Adhere to the rules of the Club as published.
3. To be eligible to vote or run for a Board position a person must have been a member for a minimum of three months prior to any vote.
4. To be eligible to fill a vacancy on the Board of Directors, the three months’ membership requirement may be waived by a unanimous vote of the Board of Directors.
5. Sign a Release form.
Section B: Dues
The Board of Directors will propose fees for dues. Any such proposal, including changes from current amounts, must be published in the Official Publication and be approved by a majority vote of the membership present at the following General Membership meeting. Dues are payable during a member’s anniversary month. There will be no grace period.
ARTICLE 4: MEETINGS
Section A: General Membership Meetings
The organization will hold monthly General Membership Meetings on a day and time to be determined by the Board of Directors. It will be noted in the Official Publication of the Club (See ARTICLE 12)
Section B: Annual Meeting
The Annual Business meeting will be the General Membership meeting in November.
Section C: Special Meetings
The President and/or the Board of Directors may call Special General Membership meetings.
ARTICLE 5: OFFICERS AND BOARD OF DIRECTORS Amended November 27, 2017
Section A: Board of Directors
The Board of Directors shall consist of no more than seventeen members. The immediate Past President is an honorary non-voting member of the Board but shall not be included in the total number. The immediate Past President shall be eligible to fill any other Board position or Office, in which case he/she shall be a voting member in that new capacity. The Board members shall be elected by the membership in November to serve three-year terms and the President will have the authority to adjust the terms in order to stagger their expiration dates.
Re-election of Board Members is staggered, so approximately one-third of the Directors are up for re-election each year. The term of office will commence on January 1 of the following year with the exception of the Treasurer-Director, whose term shall start February 1. Vacancies on the Board may be filled by appointment by the Board of Directors. The length of the appointed Director term will conform to the staggering rule. Incoming Directors may assume Open/Close duties as soon as they receive their keys.
Section B: Officers
The Officers shall consist of a President, Vice President, Secretary, and Treasurer.
Each shall serve a term of one year commencing on January 1, with the exception of the Treasurer, who serves one year starting February 1, such that the previous Treasurer shall have closed the books for the year and provided the Treasurer’s reports.
ARTICLE 6: FUNCTIONS AND RESPONSIBILITIES OF THE OFFICERS
Section A: President
1. The President shall be the chief spokesperson for the organization and shall preside at all Board and General Membership meetings.
2. The President shall be responsible for providing direction and guidance to all Board members. The President appoints board members to hold the following organizational positions: Education, Facilities, Membership, Social, Program, Community, Communications, Parliamentarian, and Directors at Large. See Job Descriptions in the Operations Manual. (See ARTICLE 12)
3. The President appoints the Nominations Chairperson, the Parliamentarian and the Auditor from the membership whose responsibilities are described in the Job Description section of the Operations Manual.
Section B: Vice President
The Vice President shall serve in such capacities as assigned by the President. The Vice President shall perform the duties of the President in the absence of the President.
Section C: Secretary
It shall be the duty of the Secretary to record and report accurate minutes of the Board of Directors and any meetings where business is conducted. Additional duties shall include communications with members and other correspondence as assigned by the board or the President.
Section D: Treasurer
It shall be the duty of the Treasurer to maintain financial accounts in the name of the organization, in financial institution(s) approved by the Board of Directors. The Treasurer shall keep accurate records of all money, receipts and disbursements, and provide financial reports.
ARTICLE 7: FUNCTIONS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
Section A: Duties
1. The Officers and Directors shall supervise the affairs of the organization and transact all business of the organization.
2. Each Director is assigned a specific organizational position as specified in the official Position Descriptions approved by the Board and is expected to perform the tasks identified in a manner satisfactory to the President and the Board.
3. The Director must also perform satisfactorily in accordance with the Board Member Position Description, as contained in the Operations Manual. (See Article 12)
4. Each Director must perform Open/Close duties.
Section B: Meetings
The Board of Director’s monthly meetings are held at a location and time determined by the Board of Directors. These meetings are open to Members. Monthly scheduled Board Meetings are published on the Web site. The President may call special board meetings and/or initiate an e-mail vote for time sensitive issues.
Section C: Removal of a Director
Any Director may be removed for just cause by a simple majority of the members present at a General Membership meeting. The Board must present the grievance in writing to the Director involved and must publish notice of the action in the Official Publication, HCC.ORG, in the month prior to the General Meeting at which the vote shall be taken. The Director involved shall be given the opportunity to respond to the grievance at that General Meeting.
Section D: Interpreter of Bylaws
The Board of Directors is the sole interpreter of the bylaws. A majority vote shall determine all decisions for the settlement of disputes. Decisions of the Board are final.
Section E: Quorum of Directors
A quorum shall consist of more than 50% of the current Board of Directors. For a motion to pass a simple majority of the quorum is required.
ARTICLE 8: NOMINATIONS AND ELECTIONS
Section A: Election of the Board
1. At the August General Membership meeting, the Nominations Chairperson shall open the nominations for the next year’s Board Members.
2. At the September General Membership meeting, the Nominations Committee shall present all qualified nominees to the General Membership.
3. At the October General Membership meeting, nominations will be accepted from the floor. The nominee must be present or must have submitted a nomination form to the Nominations Committee. Nominations shall be closed at the end of this meeting.
4. Ballots will be prepared when there are more nominees than open positions.
5. At the November General Membership meeting, the Nominations Committee shall be responsible for running the election.
Section B: Election of Officers
After the last Board meeting of the outgoing Board held in December, a Special Board meeting, conducted by the Nominations Chairperson and consisting of the incoming Board members shall be held to elect the following, in the order of succession: The President, Vice President, Secretary and Treasurer. The President and Vice President must have prior Board experience on the Hernando Computer Club’s Board. At that time, the President shall appoint the newly elected Board members to their respective organizational positions.
ARTICLE 9: FISCAL MATTERS
Section A: Spending Limit
The Board of Directors shall be empowered to authorize Club expenditures. All such expenditures must be approved by a majority vote of the Board. Under no circumstances shall this provision authorize the incurrence of debt, should the treasury not have sufficient funds.
Section B: Refund Policy
No refunds will be made for membership fees except in cases of hardship. In cases of hardship, the Board will decide on refunding on a case by case evaluation.
Section C: Dissolution of the Club
The Board of Directors shall call a Special Membership Meeting to determine if the Club should be dissolved. The general membership shall be given written notification of this special meeting. Ballots on dissolution shall be mailed to all members in good standing. If the results of the vote are for dissolution, assets must be distributed in accordance with the Articles of Incorporation and Federal 501 (c) (3) tax laws.
Section D: Auditor
The Auditor is selected by the President and approved by the Board. The Auditor shall prepare a written financial report to the Board no later than March 15.
ARTICLE 10: AMENDMENT OF BYLAWS
Section A: Submitting an Amendment by Proposal to Board of Directors
Any member may recommend an amendment to the Bylaws by submitting a written proposal to the Board of Directors. If approved by the Board, the proposed amendment shall be published in the next issue of the Official Publication of the Club. Following publication, the proposed amendment shall be presented to the general membership for a vote. A simple majority of the membership present is required to ratify the changes.
Section B: Submitting an Amendment by Petition
The Bylaws may be amended by petition of 25% of the membership. The proposed amendment shall be published in the next issue of the Official Publication of the Club. Following publication, the proposed amendment shall be presented to the general membership for a vote. A simple majority of the membership present is required to ratify the changes.
ARTICLE 11: PARLIAMENTARY RULES
Roberts Rules shall be subordinate to the Bylaws and the Articles of Incorporation of the Club.
ARTICLE 12: ORGANIZATION OF THE COMPUTER CLUB
The Hernando Computer Club is organized as a non-profit 50l (c) (3) organization. Its Operations Manual describes the organization of the Club, the responsibilities of the Officers, Board, and Volunteers, as well as the rules and procedures to be followed.