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Alamo PC Organization, Inc.

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These Bylaws which govern the affairs of the Alamo PC Organization, Inc., a nonprofit corporation organized under provisions of the Texas Nonprofit Corporation Act, were amended to read as follows by vote of the membership on August 14, 2005 and supersede all previous Bylaws of The Organization.
 

Article 1: Purpose
Purpose for the Organization

The Alamo PC Organization seeks to further the knowledge of and to promote the effective use of personal computers by its members, and the general public, through provision of instructional programs, activities, and services. The official general and specific purposes are as stated in the Articles of Incorporation.

Article 2: Offices
Principal Office

The principal office of the Organization, in the State of Texas, shall be located in Bexar County. The Organization may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Organization, including the principle office, as may be required by circumstances.

Article 3: Members
3.1
Admission of members

No one shall be denied membership in this organization based on their race, color, sex, creed, ethnic origin, or any other identifiable characteristic. The term of membership shall be one year.

3.2
Renewal of Membership

Active members may continue their association with the Alamo PC Organization by completing renewal applications and tendering yearly dues and fees. Membership will expire if annual dues are not paid.

3.3
Membership Dues and Fees

Membership dues shall be established by the Board of Directors. Annual dues shall be the same for all members, with two exceptions: (1) Persons honored for exceptional service to the organization as Life Members who shall be exempt from payment of dues; and (2) during "Membership Drives" (approved by the Board of Directors for a specified period of time) when discounted annual dues are made equally available to New Members and Renewing Members.   The Board of Directors may establish fees for services made available to members or to the public, which are deemed reasonable and consistent with the cost (including a reasonable profit) of providing the services.

3.4 Rights of members

The rights and privileges of membership shall be equally available to all members in good standing. (A member in good standing is one who has paid all required dues and fees, and satisfied any other financial obligations as may have been determined by the Board of Directors, as of the date specified.)  Voting privileges are restricted to members in good standing. With the exception of voting, all other rights and privileges are extended to members of the immediate family of members of good standing. Any member in good standing may be nominated for office, elected to or appointed to a position within the organization.

Article 4: Meetings And Voting Of Members
4.1
Annual Meetings

In August of each year, or at a time the Board of Directors may designate, the Board of Directors shall hold an annual meeting of the members for the purpose of electing directors of the organization for the following fiscal year (FY) beginning October 1.

4.2
Meetings of the Members

The Board of Directors shall establish and make known the frequency of meetings of the members (the goal is at least monthly meetings). Unless otherwise specified, these meetings may be attended by both members and nonmembers. Any item of organizational business may be presented, raised, discussed, and /or voted on by members at such meetings or any subsequent meeting. Special meetings of the members, for the purpose of transacting organization business, may be called by the President, a majority of the Board of Directors, or a majority of the members present at a meeting of the members.

4.3
Place of Meetings

Meetings of the members shall be held in Bexar County, Texas at a place designated by the Board of Directors. The Board of Directors may change the location of a meeting to a location outside of Bexar County, as may be required by circumstances.

4.4
Notice of Meetings and Voting

Notice of any meeting and/or voting of the members, including the annual meeting of the members, shall be made available to members by mail, publication in the organization newsletter (whether printed or online), on the organization web site, and/or by other means deemed appropriate by the Board of Directors, and posted at least ten (10) days prior to the meeting. The notice shall state the date, time, and location of the meeting. For special meetings the notice will also include who called the meeting, and the general purpose or purposes for which the meeting was called.

4.5
Quorum

Ten percent (10%) of the voting membership in good standing shall constitute a quorum at a meeting of the members. The Board of Directors shall, in good faith, determine the members in good standing entitled to vote.

4.6
Actions of the Members

The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, present, and entitled to vote at a meeting at which a quorum is present, shall be sufficient to constitute the act unless the vote of a greater number is required by law or the bylaws. Voting shall be by ballot, voice, or show of hands; except that any election of directors shall be by ballot if demanded by a majority of the voting members at the meeting before the Voting begins.

4.7 Voting by Other Means

The Board of Directors may authorize members to vote by any means deemed appropriate (includes but not limited to ballot, proxy, mail, electronic, online, etc., whether individual or in combination), which will allow for verification of membership in good standing and for a member to vote only once during the voting process, whether on the election of directors or on any other matter.

Article 5: Board Of Directors
5.1
Management of the Organization

The affairs of the organization shall be managed by or under the direction of the Board of Directors who shall be elected by the membership (or duly appointed to fill a vacancy), and accountable to the membership. Directors who are members of the Organization shall maintain a status of "member in good standing" in accordance with Article 3.4. Failure to do so constitutes a waiving of Article 5.12 and acceptance that he/she may be removed as a Director by a two-thirds (2/3) majority vote of the remaining Directors. Directors shall exercise prudent business judgment in managing the affairs of the Organization. In acting in their official capacity as Directors of the Organization, Directors shall act in good faith and take actions they reasonably believe to be in the best interest of the Organization, and that are not unlawful. The general duties of the Board of Directors shall include establishment of organizational policy, approval of the budget, sponsoring of meetings and activities, and setting general policies for publications, telecommunications, the organization's web site(s), the Computer Learning Center and its associated activities, other items as may be required, and day-to-day operations of the organization.

5.2
Composition and Tenure of the Board

The Board of Directors shall consist of seven members:  seven Directors serving three (3) year staggered terms. Depending upon expiring terms, two (2) or three (3) Directors shall be elected annually for three year terms. . (For the 2006 Board taking office in October, 2005, two (2) members shall serve a one (1) year term; two (2) members shall serve a two (2) year term and the remaining three (3) members shall serve a three (3) year term. After the selection of officers, the incoming President shall be given a one (1) year term and the President Elect shall be given a two (2) year term. The remaining one, two and three year terms shall be assigned by lot drawn at the first meeting.)

5.3
Officers

After the annual Election of Directors has concluded and the Directors to serve for the forthcoming fiscal year (beginning October 1) have been identified, the newly elected Board of Directors shall meet (not later than October) to elect from among its members a (President for 2006) President, if required and a President Elect. If required the Board shall appoint a Secretary and /or a Treasurer, and may create additional officer positions and define their authority and duties.

5.3.1
President

The President shall be the chief executive officer of the organization. The President shall supervise the business and affairs of the organization. The President shall endeavor to preside at all meetings of the members and of the Board of Directors. In the absence of the President, the next officer present (in the following order) shall preside: President Elect, Secretary, Treasurer. If these officers are not available, one of the remaining officers present shall be selected by the officers present to preside at the meeting of the members.

5.3.2 
President Elect

The President Elect shall assist the President as required. When the President is absent, or unable to act, the President Elect shall act on behalf of the President. The President Elect shall automatically become President in the following year.

5.3.3
Secretary

The Secretary shall maintain custody of the corporate records, take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records, keep a register of members, and provide notices as required by the bylaws or as required by law.

5.3.4
Treasurer

The Treasurer shall have charge and custody of and be responsible for the receipt and disbursement of all funds of the organization. In addition, the Treasurer shall maintain financial records, prepare financial statements, and be responsible for the preparation of the annual budget of the organization. For expenses other than: (a) normal ongoing expenses (e.g., rent, utilities, phone, internet, Learning Center requirements, and other similar expenses); (b) any expense approved by the Board of Directors; and/or (c) expenses of $100 or less, the Treasurer will seek approval of the Board of Directors before paying such expense. If a member seeks reimbursement of any expense, an "Expenses Reimbursement Request Form," including receipts and/or documentation, must be provided by the member before any reimbursement is approved and is made. In addition, if a member seeks advancement of funds and/or reimbursement associated with any trip which has been approved by the Board of Directors, the member shall be apprised that a written report (Trip Report) covering essentially Who (persons going and contacted)?, What (accomplishments)?, When (dates)? Where (location)?, How (benefits to organization)?, Why (necessity of sending anyone)?, plus any other information which may be of interest to the organization and/or the Board of Directors, will also be required within 30 calendar days after return, before any reimbursement is approved and is made. If an advancement is made and a report is not received within 30 calendar days after return the member will be notified that the amount advanced is due within 10 days of receiving the notification.

5.4
Nomination of Directors

Prior to the annual election of directors, the Board of Directors shall designate a Nominating Committee, consisting of at least five (5) members, to propose a slate of nominees. In addition, in a meeting of the members and prior to the election of directors, a member qualified to vote may nominate a person with the second of any other member qualified to vote. Individuals nominated, who are members of the Organization, must be members in good standing, in accordance with Article 3.4.

5.5
Election of  Directors

An individual who is not a member of the Organization must have satisfied all financial obligations to the Organization as may have been determined by the Board of Directors, as of the date specified, or their name will not be put forth for a vote. Individuals who are members of the Organization, must be members in good standing (ref para 3.4) before they can be elected as a Director. The desire is to fill vacant and/or expiring board positions with Directors elected by the majority vote of members at a meeting of the members, or by a majority vote of those voting if by other means. However, to preclude additional voting, which may be costly to the Organization, Directors shall be elected by a ranking of votes received and ordered from greatest number to least number, and shall be selected based on the number of vacant and/or expiring board positions to be filled, whether or not a Director receives a majority vote. (Example: The individual receiving the most votes will be selected first, the individual receiving the 2nd most votes will be selected next, etc. until the required number of vacant and/or expiring board positions are filled.)

5.6
Vacancies

Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors.  A director elected to fill a single vacancy (or one of multiple vacancies in the same remaining year term) shall fill the unexpired year term of the vacancy. If multiple vacancies exist, in different year terms, fills shall be assigned by lot drawn by the elected director at the next meeting of the Board of Directors.

5.7
Meetings of the Board of Directors

The Board of Directors shall establish and make known the frequency of meetings of the Board of Directors (the goal is at least monthly meetings). Unless otherwise specified, these meetings may be attended by both members and nonmembers. Members may propose agenda items at Board of Directors meetings and may speak in favor of or against such items. Any item of organizational business may be presented, raised, discussed, and/or voted on by board members at such meetings or any subsequent meeting. Special meetings of the Board of Directors, for the purpose of transacting organization business, may be called by the President, a majority of the Board of Directors, or by at least one percent (1%) of the members in good standing.

5.7.1
Place of Meetings

Meetings of the Board of Directors shall be held in Bexar County, Texas at a place designated by the Board of Directors. The Board of Directors may change the location of a meeting to a location outside of Bexar County, as may be required by circumstances.

5.7.2
Notice of Meetings

Notice of any meeting of the Board of Directors shall be made available to members by mail, publication in the organization newsletter (whether printed or online), on the organization web site, and/or by other means deemed appropriate by the Board of Directors, and posted at least five (5) days prior to the meeting. The notice shall state the date, time, and location of the meeting. For special meetings the notice will also include who called the meeting, and the general purpose or purposes for which the meeting was called.

5.8
Quorum

A majority of the directors present at the start of a meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

5.9
Liability of Directors

A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written financial and legal statements provided by an accountant or attorney consulted by the directors.

5.10 Actions of the Board of Directors

The Board of Directors shall try to act by consensus. However, the vote of a majority of directors voting shall be sufficient to constitute the act of the Board unless the vote of a greater number is required by law or the bylaws. 

5.10.1 Conflict of Interest

No Director may accept any compensation or remuneration for serving as a Director. No Director shall vote on matters in which the Director has, or has the appearance of having, a commercial conflict of interest.

5.11 Removal

The membership, by two-thirds (2/3) majority of those actually voting, may remove a Director from the Board. A vote to remove a director may be initiated by either the recommendation of two-thirds (2/3) of the Board of Directors or by petition to the Board of Directors by ten percent (10%) of the membership. The membership shall have at least ten (10) days notice of the vote which shall be held at a regularly scheduled meeting of the membership. Prior to the vote, each side shall be provided ten (10) minutes to present its case to the membership.  If a member of the Board of Directors misses three (3) consecutive regularly scheduled meetings or between regularly scheduled meetings misses (3) consecutive meetings (other than a regularly scheduled meeting), the remaining members of the Board of Directors shall consider it to be a resignation by that Director.

Article 6: Study Groups
6.1 Purpose

Study Groups (SGs) are formed to support and further the purposes of the organization in a specific area of computing interest

6.2 Membership

SG membership is open to all members of the Organization

6.3 Recognition

A SG shall become a recognized component of the organization by resolution of the Board of Directors. The Study Group leader shall be approved by the Board of Directors. A SG may be dissolved by resolution of the Board of Directors.

Article 7: Committees And Special Assignments
7.1 Purpose

Members may be designated to chair committees composed of other members, or to act independently, to perform duties or to provide services for members, or for the general public, which further the purposes of the organization. Such duties and services shall be authorized by the Board of Directors and may be continuing, or for specified periods of time.

7.2 Eligibility

Any member may serve as committee chair or serve in a special assignment. Committee membership is open to all members of the organization.

7.3 Recognition

A committee or special assignment shall become a recognized component of the organization by resolution of the Board of Directors. Committee chairs may be designated and shall be confirmed by the Board of Directors. Special assignments shall be designated by the Board of Directors. Committees and special assignments may be dissolved by resolution of the Board of Directors.

Article 8: Affiliations With Other Groups
8.1 Purpose

By mutual consent, the Alamo PC Organization may form associations with other computer user groups of similar purpose. Such affiliations shall be for the purpose of mutual support and exchange of knowledge.

8.2 Chapter Affiliation

An existing computer user group may request to be affiliated as a Chapter of the Alamo PC Organization. Chapter status may be desirable when the affiliate is located outside Bexar county, TX or its members have a specific area of computing interest materially different from the broad purposes of the parent organization. Such Chapters shall retain their organizational identity, elect their own directors, and provide their own meetings and member services.

Members of a Chapter shall become members of the Alamo PC Organization and be entitled to all rights of members. The Chapter shall be entitled to technical assistance in organizing and maintaining their operations and services.

8.3 Recognition

A Chapter shall become a recognized component of the organization by resolution of the Board of Directors. Chapter affiliation may be for a specified period of time or may be continuing. Chapter affiliations may be dissolved by resolution of the Board of Directors.

8.4 Membership

Chapter membership is open to all members of the Organization.

Article 9:
Sanction, Suspension, Or Termination Of Members
9.1 Conditions, Procedures, and Limitations
9.1.1

The Board of Directors may impose reasonable sanctions on a member, or suspend or expel a member from the Alamo P.C. Organization for good cause after a hearing.  Temporary sanctions can be imposed only on a vote of the majority of the Board of Directors. In no event shall temporary sanctions remain in effect past the date of the second regular meeting of the Board of Directors following their imposition.

9.1.2

The Board of Directors may not take any permanent action against a member without giving the member proper and adequate notice and an opportunity to be heard. To be deemed proper and adequate, notice shall be in writing and delivered in person or mailed at least fourteen (14) days prior to the hearing. If mailed, the notice shall be sent by certified mail, return receipt requested. United States Postal Service notice of refusal of the addressee to accept the certified letter shall constitute adequate and sufficient proof of good faith effort to provide proper and adequate notice.

9.1.3

Any hearing or appeal under the provisions of these by-laws shall be held in open session unless closed session is requested in writing by the member charged.

9.1.4

A member shall have the right to be represented by counsel at and before any hearing or appeal. The Board of Directors may impose sanctions, suspend a member, or expel a member by vote of a majority of the directors who are present and voting.

9.1.5

Right to appeal. Any member may appeal a judgment to impose a sanction, suspension, or expulsion. The appeal shall be made to the Board of Directors by written petition and signed by the member and two other members in good standing. The petition shall be hand delivered to the Board of Directors during a regularly scheduled meeting of the Board. The approval of the appeal by the member sanctioned, suspended, or expelled shall be required. Any sanction against a member shall remain in effect pending the decision on the appeal. The Board of Directors shall present the petition to the membership at the next regularly scheduled meeting of the members. The membership, by two-thirds (2/3) majority of those actually voting, may approve or deny the appeal. The membership shall have at least ten (10) days notice of the vote which shall be held at the regularly scheduled meeting of the membership. Prior to the vote, each side shall be provided ten (10) minutes to present its case to the membership.

9.2 Prohibited Acts

No member, director, officer or committee member of the Alamo PC Organization shall:

9.2.1

Act in violation of any Federal, State, County, City and/or other similar laws, or the articles of incorporation, bylaws, published resolutions, directives policies and/or similar items of the Alamo PC Organization or the Board of Directors.

9.2.2

Use any asset, facility of, or status as a member, officer, or director of the Alamo PC Organization to malign, impugn, or hold up to public ridicule the character or reputation of any member or any other person, organization, or any public or private business entity. Wrongfully transfer, dispose of, or commit for use any Alamo PC Organization property, including the name, good will, trademark, logo, or reputation of the Organization, or services of any member or members thereof.

9.2.3

Use the name of the Organization or any tangible or intangible asset thereof directly or indirectly for any purpose other than the authorized activities of the Alamo PC Organization.

9.2.4

Use the name of the Alamo PC Organization or any tangible or intangible asset thereof directly or indirectly for any purpose other than the authorized activities of the Organization.

9.2.5

Derive or receive any improper benefit from, or act to provide to any other member or any other person or company or organization any improper benefit from, the operation of or use of any tangible or intangible asset of the Alamo PC Organization.

9.3

Nothing in these bylaws shall be construed as limiting the responsibility, duty, and authority of the Board of Directors to protect the Alamo PC Organization or any of its members by timely, prudent, and necessary action to limit or contain effects of member actions that may or may not justify sanction, suspension, or expulsion.

Article 10: Other Provisions
10.1 Financial Management

No part of the assets and/or earnings of the Alamo PC Organization shall inure to the benefit of any member and all assets and earnings shall be used to further the  Organization's tax exempt purposes under Section 501 of the Internal Revenue Code. The Board of Directors will publish an annual financial statement, an annual inventory of financial assets, and obtain an annual internal audit.

10.2
Amendment of Bylaws

These Bylaws may be amended by two-thirds (2/3) majority of members voting in a regular scheduled meeting of the members or, in accordance with Article 4.7 and Article 4.4.

10.3
Dissolution

In the event of dissolution of the Alamo PC Organization, all assets shall be transferred in accordance with applicable law in a manner deemed equitable by the Board of Directors

Adopted this 14th day of August, 2005
Bill Klutz David Steward
President Secretary