ARTICLE I
NAME
The name of this group will be the SAN ANTONIO LINUX USERS GROUP (SATLUG).
ARTICLE II
AIMS AND PURPOSES
AIMS AND PURPOSES. The SATLUG is formed as an educational organization for the sole purpose of educating the public about computers, computing devices and software systems including application and operating systems; the theory, operation and maintenance of computers, computing devices, and software systems in general; and particularly the operating system known as Linux. Additionally, the group shall provide a forum wherein members can exchange information, deliver technical presentations and provide a knowledge base where one can go to receive help with problems.
ARTICLE III
COMPOSITION AND NATURE
COMPOSITION AND NATURE. The SATLUG shall not be used for the dissemination of partisan principles, nor for the promotion of the candidacy of any person seeking public office or preferment.
ARTICLE IV
MEMBERSHIP
MEMBERSHIP. Membership shall be open to anyone who expresses an interest in joining. Although the Group will be founded to serve and draw its membership from the San Antonio, Texas area, visitors shall be welcome and encouraged to participate in all meetings and group activities.
ARTICLE V
AFFILIATIONS
AFFILIATIONS. Affiliation with other like user groups may be accomplished by a majority vote of the Board of Directors or a majority vote of the membership. Such affiliations shall not compromise the aims, objectives or status of the group as established in the Articles of Incorporation, this Constitution or the By-Laws.
ARTICLE VI
GROUP MEETINGS
SECTION 1. GROUP MEETINGS. General Membership meetings for the purpose of conducting Group business shall be held annually. Technical meetings will be held on a monthly schedule. Time and place will be determined by the Board of Directors.
SECTION 2. SPECIAL MEETINGS. The Group shall meet in special session upon the call of the President, acting under the authority granted by the Group’s Board of Directors.
SECTION 3. NOTIFICATION. Notification of meetings shall be posted on the Group’s World Wide Web (web) site and posted to the SATLUG mailing list not less than three (3) days prior to the meeting date.
SECTION 4. VOTE. Each declared member shall be entitled to one vote in all proceedings. Proxies, for the purpose of voting, may be given by a member to any other member in writing, by voice, e-mail or by any means mutually agreeable to the members concerned and verifiable by the President.
SECTION 5. QUORUM. Those members present at a duly announced meeting shall constitute a quorum.
ARTICLE VII
OFFICERS AND DIRECTORS
SECTION 1. OFFICERS. The officers of the Group shall be President, Vice President, Secretary, Treasurer and Immediate Past President.
SECTION 2. ELECTED OFFICERS. The Group President shall be elected by the Group membership-at-large to serve for a period of one year and thereafter until his/her successor is duly chosen. No person may be elected to the office of President for more than two consecutive terms. Candidate for President may be any SATLUG member.
SECTION 3. APPOINTED OFFICERS. The Group President shall appoint the Vice President, a Secretary and a Treasurer. The appointments shall be made from the elected or appointed Directors of the Group and shall serve at the discretion of the President.
SECTION 4. BOARD OF DIRECTORS. The Board of Directors shall consist of not less than 3 nor more than 12 members. The eligibility, numbers and terms of office shall be as set forth in Article VI, OFFICERS AND DIRECTORS, of the Group By-Laws. Candidates for Director may be any SATLUG members.
SECTION 5. VACANCIES. In the case of a vacancy in any office, it shall be filled by appointment by the President for the remainder of the unexpired term and thereafter until a successor is elected. In case of a vacancy in the office of the President, the Vice President shall assume the office. In the case of a vacancy in the office of the Immediate Past President, it shall be filled by the President appointing a Director-at-large for the remainder of the unexpired term of that Immediate Past President.
ARTICLE VIII
BOARD OF DIRECTORS
SECTION 1. COMPOSITION. The Directors, President and Immediate Past President of the group shall comprise the Board of Directors and will meet as prescribed by Article V, Section 3 of the By-Laws.
SECTION 2. POWERS. Between General Membership meetings, the administrative power of the Group shall be vested in the Board of Directors.
SECTION 3. VACANCIES. Any vacancy in the Board of Directors shall be filled as provided in Article VII, Section 5.
SECTION 4. LIMITATION OF LIABILITY. No Director of the SATLUG shall be personally liable to the Group or its members for monetary damages for an act or omission in the Director’s capacity as a Director occurring from or after the adoption hereof, to the fullest extent permitted by law.
This limitation shall apply equally to any members of committees approved by the Board of Directors and/or appointed by the Group President and/or created by the membership as defined in Articles IX and X, or identified in Article VI of the Group By-Laws.
ARTICLE IX
STANDING COMMITTEES
STANDING COMMITTEES. The Group, from time to time, may amend its By-Laws to allow such standing committees as may be deemed necessary. The President, annually, shall appoint the chairman and fill the vacancies.
ARTICLE X</4>
SPECIAL COMMITTEES
SPECIAL COMMITTEES. The duly assembled Group membership, the Board of Directors or President may create special committees and define their respective tenures, powers and duties.
ARTICLE XI
AMENDMENTS
HOW EFFECTED. The Constitution may be amended by a two-thirds (2/3) majority vote of the Group membership voting by ballot, provided that notice of the proposed amendment shall have been provided to the membership by the Secretary at least 30 days before the amendment is offered for final adoption. The Group mailing list and posting to the Group web site shall be the medium for providing proposed amendments to the membership.
The Constitution may be amended without notice only by a unanimous vote of the Group membership present at the meeting at which the amendment is offered for adoption.
ARTICLE XII
DISSOLUTION
HOW ACCOMPLISHED. The Group may be dissolved upon a two-thirds (2/3) majority vote of the Group membership voting by ballot, provided that notice for dissolution shall have been provided to the membership by the Secretary at least 30 days before dissolution is offered for final adoption. The Group mailing list and posting to the Group web site shall be the medium for providing notice to the membership.
Dissolution may be enacted without notice only by a unanimous vote of the Group membership present at the meeting at which dissolution is offered for adoption.
DISTRIBUTION OF ASSETS. Upon dissolution, all assets of the Group shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. The Group Treasurer shall oversee and report an accounting of distribution.
ARTICLE XII
EFFECTIVE DATE
EFFECTIVE DATE. This Constitution shall take effect immediately upon its adoption.
Adopted at General Membership Meeting
Held on __________________19 ______
_________________________________
SATLUG Secretary