BYLAWS OF 
ROCHESTER COMPUTER SOCIETY, Inc.

ARTICLE I
Name

Section 1.1 The name of this Society shall be Rochester Computer Society, Inc. 

Section 1.2 Rochester Computer Society, Inc. is established as a not-for-profit organization incorporated under the laws of the State of New York. 

ARTICLE II
Object 

Section 2.1 The object of this Society shall be: 

Section 2.1.1 to promote a forum for communicating ideas, resolving problems, and increasing the effectiveness of computers and their related software and peripherals;

Section 2.1.2 to promote educational services in the use of computers for members and the general public;

Section 2.1.3 to promote within the limits of licensing agreements the creation, modification, maintenance, duplication and distribution of Public Domain and Shareware software to members of the organization, and;

Section 2.1.4 to promote a forum for informational interchange among the members.

ARTICLE III
 Membership

Section 3.1 Regular membership in Rochester Computer Society, Inc. shall be open to anyone willing to abide by the object of the society. 

Section 3.1.1 Such a person paying the annual dues shall be considered a regular member, with full voting privileges and the privilege of membership in any of the society’s Special Interest Groups (SIGs). 

Section 3.1.2 In addition the spouse and minor children of regular members shall enjoy all of the rights and privileges of a regular member except the right to vote.

Section 3.2 Associate membership in Rochester Computer Society, Inc. shall be open to anyone willing to abide by the objectives of the society and whose legal residence is more than 50 miles from Rochester, or who is unable to drive at night to attend meetings. Such a person paying the annual associate dues shall be considered an associate member, with no voting privileges. 

ARTICLE IV  
Officers

Section 4.1 Officers of Rochester Computer Society, Inc. shall consist of a President, a Vice-president, a Treasurer, and a Secretary. No person may hold more than one office concurrently. 

Section 4.1.1 Election shall take place at the May meeting. All officers so elected shall serve an indoctrination period with the Executive Board but without vote until they officially assume their office on September 1.

Section 4.1.2 The term of office shall commence September 1 and shall end August 31 of the following calendar year (or until a successor is elected and qualified). However, all officers finishing their terms shall continue to serve with the Executive Board as Advisors without vote until December 31.

Section 4.1.3 Responsibilities of the officers shall be those prescribed by the Parliamentary Authority and as required in Article V. 

ARTICLE V
Executive Board

Section 5.1 The Executive Board shall be composed of the Officers and three (3) elected members at
large. No member at large may concurrently serve as an officer. 

Section 5.2 Each board member elected at large shall serve a term of three years. The terms shall be structured so that one member at large is elected each year. 

Section 5.3 The President shall serve as Chair of the Executive Board.

Section 5.4 The Executive Board shall meet at least quarterly and in special session as necessary.

Section 5.4.1 The Executive Board meetings may be held concurrently with the Planning Committee meetings upon notification to all Executive Board members by the Chair.

Section 5.5 The Executive Board shall:

Section 5.5.1 Exercise overall administrative authority and responsibility for the business operations of Rochester Computer Society, Inc;
 
Section 5.5.2 Authorize expenditures and the subsequent payment of Rochester Computer Society, Inc. bills by the Treasurer;

Section 5.5.3 Set annual dues to be paid, with the approval by vote of the membership. When a change in the amount of dues is proposed, notice shall be given at a regular meeting and published in the newsletter prior to the meeting at which the vote will be taken;

Section 5.5.4. Fix the date, time and place of meetings, as provided below in Article VII; 

Section 5.5.5. Approve budgets for the Standing Committees (as set forth in Article VIII below). Proposals are to be submitted by each Committee to the Treasurer prior to August 1 for the fiscal year September 1 to August 31
Section 5.5.6. Fill any vacancy created during the term of office of an Executive Board officer or member at large within four (4) weeks following the creation of the vacancy. 

Section 5.5.6.1 A vacancy shall deem to exist if a member resigns his office or is absent for three (3) consecutive Executive Board meetings. The Executive Board shall have the option to decide for replacement in the case of sickness or other circumstance.

Section 5.5.6.2 If a vacancy occurs in the office of President, that office shall automatically be assumed by the Vice-president. The ensuing vacancy in the office of Vice-president shall then be filled by the Executive Board.

Section 5.5.6.3 A vacancy of a member at large shall be filled by appointment of the Executive Board only until the next election in May. The remainder, if any, of the three-year term shall be filled by election in May.

ARTICLE VI
Election of Officers and Executive Board Members At Large

Section 6.1 The Nominating Committee:

Section 6.1.1 Shall consist of regular members of  Rochester Computer Society, Inc..

Section 6.1.2 Shall be elected at a regular meeting and shall serve until the conclusion of the next election. 

Section 6.1.3 May choose a Chair from its members.

Section 6.1.4 Shall produce at least one candidate, for each office to be filled, who has the time and desire to fulfill the responsibilities of the office, and who has indicated willingness to serve.
 
Section 6.1.5  Shall present the slate to the membership not later than the April regular meeting. 

Section 6.2 Nominees:
 
Section 6.2.1 The president shall, at the April regular meeting after the slate is presented, call for candidates to be nominated from the floor, office by office. All candidates nominated from the floor must accept their nomination (in writing if they are not physically present), and have the time and desire to fulfill the responsibilities of the office.

Section 6.2.2 The names of all nominees shall be published in the May newsletter.

Section 6.2.3 Additional nominations may be made at the Annual Meeting, subject to the same conditions.

Section 6.2.4 At the annual Meeting in May, voting shall be done office by office, by secret ballot. The president shall appoint a Special Committee to conduct the count of the votes. 

Section 6.3 Ties: 

Section 6.3.1 In the event of a tie among candidates, successive ballots shall be taken until a majority is obtained. If no majority is obtained, the single person receiving the fewest number of votes on a ballot shall be dropped on each successive ballot and balloting shall continue until a majority is obtained. 

ARTICLE VII
Meetings

Section 7.1 Regular meetings of the Society shall be held once each month for the purposes of pursuing the Society’s objectives and conducting necessary business. The date, time and location shall be set by the Executive Board (as defined in Article V above). 

Section 7.2 A planning meeting shall be held once each month for the purpose of planning the agenda of the regular meeting; and for evaluation of meetings, Special Interest Group activities and committee activity; and for allowing members to discuss matters of club business. The date, time and location shall be set by the Executive Board.

Section 7.3 Any Special Interest Group meeting shall be called and arranged by the SIG group.

Section 7.4 The Annual Meeting shall be held at the regular May meeting unless the Executive Board fixes another date and so notifies the members via 1st class mail posted 15 days before the new date or published in the newsletter. 
Section 7.5 A Special Meeting of the membership may be called by the Executive Board or by five percent or more of the membership. 

Section 7.5.1 If five percent or more of the membership wishes to call a special meeting, notification of it shall take the form of a written petition submitted to any Executive Board member specifying the general nature of the business to be transacted. 

Section 7.5.2 The Executive Board shall notify all members of the Special Meeting, noting the time and place of the Special Meeting. The Special Meeting shall be held not less than thirty-five (35) nor more than ninety (90) days from the date the written petition was received by said Executive Board member

Section 7.6 Notice of Meetings. 

Section 7.6.1 Notice of all meetings is to be published in the newsletter and posted on its BBS and/or web site, should such exist. 

Section 7.7 Quorums: The definition of a quorum shall be: 

Section 7.7.1 For the Executive Board meeting: five (5) Executive Board members.

Section 7.7.2 At all other meetings, 15% (fifteen percent) of the membership.

Section 7.8 Voting:

Section 7.8.1 Only regular members may vote. Proxy voting shall not be permitted. 

Section 7.8.2 At the Annual Meeting elections shall be held by secret written ballot except when there is only one candidate, the Secretary shall be designated to cast one vote for the candidate. 

Section 7.8.3 Approval of motions on other matters and at other meetings shall normally be made by a show of hands. However, a majority may require a written ballot on any question save procedural matters. 

ARTICLE VIII
Committees

Section 8.1 There may be as many committees in the Rochester Computer Society, Inc. as desired in order to meet the needs of the membership. Unless otherwise provided for, the President shall appoint the Chair of each committee and shall aid the Chair in the selection of committee members.

Section 8.2  All committees shall be prepared to meet, whenever requested, with the Executive Board at one of their regular or special meetings. Such request shall be given to the committee Chair ten (10) days before the scheduled meeting.

Section 8.3  All committees shall submit to the Executive Board once each quarter a written report detailing their activities during that quarter and be ready to give a report at the regular meeting.

Section 8.4 The following Standing Committees shall be established:

Section 8.4.1 The Newsletter Committee is charged with publishing the monthly newsletter of Rochester Computer Society, Inc.

Section 8.4.2 The Program Committee is charged with filling the non-business portion of the regular meeting with programs which can help educate and broaden the knowledge of those attending.  

Section 8.4.3 The Membership Committee is charged with maintaining a secure membership list, processing all applications for membership in concert with the treasurer, distributing membership materials, and helping to make the membership grow by recruiting new members and retaining current members.

Section 8.4.4 The Electronic Communications Committee is charged with providing electronic communications between the Society as an entity and the larger world, which shall include both the membership and the general public, and shall be responsible for purchasing and maintaining the hardware and software required for this purpose.

Section 8.4.5 The Software Committee is charged to be the official interface between the Rochester Computer Society, Inc. and the publishers of software, to obtain software for a review to be published in the newsletter. 

Section 8.5 The President and the Vice-president of Rochester Computer Society, Inc. shall serve Ex-Officio on all committees, standing and temporary. 

ARTICLE IX
Parliamentary Authority

The rules contained in the Scott Foresman Robert’s Rules of Order Newly Revised (current edition) shall govern the Rochester Computer Society, Inc. in all cases in which they are applicable and not inconsistent with these Bylaws and any special rules of order the Rochester Computer Society, Inc. may adopt.

ARTICLE X
Assets 

Section 10.1 Rochester Computer Society, Inc. shall be operated as a not-for-profit organization. No part of the net income or assets of the Society may inure to the benefit of any individual, or any member of this organization, except as reimbursement for out-of-pocket expenses on behalf of Rochester Computer Society, Inc. in the performance of an elected or appointed office.

Section 10.2 Upon the dissolution of Rochester Computer Society, Inc., the Executive Board shall, after paying or making provision for payment of all liabilities, dispose of all assets of the Society exclusively to the purposes of Rochester Computer Society, Inc. in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, or scientific purposes which qualify under Section 501(c)(3) of the United States Internal Revenue Code of 1986 or of the corresponding provision of any future United States Internal Revenue Law.

Section 10.3 An auditing committee shall be appointed at the regular November meeting for the purpose of performing an audit of the records kept by the Treasurer. The committee shall make its report to the Annual Meeting of Rochester Computer Society, Inc..

ARTICLE XI
Liability of Members

Section 11.1 No officer or member shall be personally responsible for any obligation of Rochester Computer Society, Inc..

Section 11.2 The membership list shall not be used for any reason other than by Rochester Computer Society, Inc. for the Society's business. 

Section 11.3 Rochester Computer Society, Inc. may not be held responsible or liable for the content of messages appearing in any of the Message Areas of any and all Websites operated and maintained by   Rochester Computer Society, Inc.. 

ARTICLE XII
Conduct of Members

Section 12.1 Pirating of software or unlawful use of the disk library of Rochester Computer Society, Inc. shall not be tolerated or condoned by Rochester Computer Society, Inc..

Section 12.2 Any member who fails to observe the rules of conduct related to the use of any software of   Rochester Computer Society, Inc. library, or who slanders, or otherwise brings harm to the Society, or who fails in his/her duty to uphold these bylaws, will be subject to disciplinary action or expulsion. In such instances, the Executive Board will serve as a Review Board and their decision as to the action to be taken shall be binding and final. If the member(s) in need of disciplinary action are in fact on the Executive Board replacements will come from the Chairs of the Standing Committees in the order listed in these bylaws in Article VIII, Section 8.4 until all vacancies on the Review Board are filled. No Committee Chair up for disciplinary action may sit on the Review Board.

ARTICLE XIII
Amendment of Bylaws

Section 13.1 Amendments to these bylaws shall be made by the approval of a two-thirds (67%) vote of regular members present and voting at a regular or special meeting called for that purpose.

Section 13.2 The proposed amendment(s) must first be published in the newsletter and presented for discussion at the regular meeting following the month of publication. 

Section 13.3 When ever the amendment(s) are approved, they shall take effect on the date of the vote.

Section 13.4 The Executive Board in publishing the Bylaws may make corrections in punctuation, spelling, and/or format.

RCS Bylaws New .rtf
Date revised May 21, ‘03