By-Laws of the
Amateur Computer Group of New Jersey
Latest Revision: December 2008
Previous Revisions: Spring 1981, February 1991, December 2001
By-Laws of the
Amateur Computer Group of New Jersey
Latest Revision: December 2008
Previous Revisions: Spring 1981, February 1991, December 2001
The name of the organization shall be Amateur Computer Group of New Jersey, Inc., hereinafter referred to as ACGNJ. The organization shall be incorporated under such name as a non-profit organization in accordance with the laws of the State of New Jersey where its headquarters office is located.
The name, ACGNJ, is an acronym formed from the expression Amateur Computer Group of New Jersey.
This organization shall not be conducted for profit, and forms as may be required to establish that fact shall be filed with the appropriate Director of the Internal Revenue Service.
The purpose or purposes for which ACGNJ is formed are as follows:
(Revised December 2008) To engage in the educational exchange of ideas, techniques and information for the broader and more effective usage of computers, emerging electronic technologies, and related subjects - both hardware and software.
To hold meetings and sponsor lectures, seminars and workshops on the latest developments in equipment and software.
To propose, publish, and distribute among its members bulletins and newsletters to keep its members advised on the affairs and proposals of ACGNJ and the current state of the art.
To acquire, purchase, sell, lease, either as lessee or lessor, mortgage, pledge, or hypothecate real and personal property and, in general, to carry on any function, business and act incident thereto or necessary to carry out the purposes of the corporation not forbidden by the laws of the State of New Jersey and with all the powers conferred upon non-profit corporations by the laws of the said State.
There will be three types of memberships: Regular Membership, Institutional Membership, and Honorary Membership.
REGULAR MEMBERSHIP will be open to any individual or family.
(Revised December 2008) INSTITUTIONAL MEMBERSHIP will be open to all organizations that support ACGNJ in providing and promoting the dissemination and exchange of computer related information of an educational nature to their members having comparable interests in computers.
HONORARY MEMBERSHIP will be available to individuals only. The individuals do not have to be members of ACGNJ. The Executive Board will be responsible for deciding if any individual deserves consideration as a nominee for Honorary Membership. The Executive Board can review as many individuals as it chooses. Individuals shall be awarded Honorary Membership for their lifetime, cannot be assessed dues, and are to be awarded all courtesies and privileges accordingly.
DUES: The Executive Board shall determine, from time to time, the amount, time and manner of payment of dues. Not later than thirty (30) days prior to the effective date for any change in the amount, time, or manner of payment of dues, notice shall be given to all members. All dues accepted by ACGNJ shall be non-refundable.
A MEMBER IN GOOD STANDING is any individual for whom the current dues assessment has been paid in full for his or her category of membership and whose membership has not been specifically revoked.
PRIVILEGES OF ALL MEMBERS IN GOOD STANDING: include the right to receive all publications and newsletters, participate in educational assistance programs, hold office, attend all meetings, exercise one vote on all issues brought before a Business Meeting held in conjunction with a regular monthly meeting of ACGNJ.
Additional rights and privileges may from time to time be granted to members at the discretion of the Executive Board.
LOSS OF MEMBERSHIP: The Executive Board may, by a two-thirds majority vote of its members, dismiss from membership any individual member or members whose activities or conduct are deemed to be contrary to the purpose and objectives of ACGNJ provided, however, that prior to dismissal said member or members shall be invited to appear before the Executive Board and given every opportunity to explain their position and retain their membership.
Upon expiration or termination of membership in ACGNJ, all ACGNJ assets held by such member shall be turned over to ACGNJ.
(Revised December 2001) THE EXECUTIVE OFFICERS of ACGNJ shall be a President, a Vice-President, a Secretary, and a Treasurer. The duties and responsibilities of each of these shall be as provided in these By-Laws or as otherwise determined from time to time by the Executive Board.
TERM OF OFFICE: The elected Executive Officers of ACGNJ shall hold office for a term of one year starting January 1, of the year following the year in which elections are held continuing in office through December 31, or later until their successors are installed.
(Deleted by amendment December 2001).
VACANCIES: A vacancy in any office caused by resignation, disqualification, removal, death or any other cause shall be filled as detailed in Section 4.5 and Section 4.6.
If the office of President becomes vacant, the Vice-President shall become President.
(Revised December 2008) A vacancy in the office of the Vice-President, Secretary, Treasurer or Director shall be filled by appointment by the President, subject to confirmation by a majority of the remaining directly elected voting members of the Executive Board. The successor so designated shall enter upon their duties immediately and serve for the unexpired portion of the term of office so filled. For voting purposes, such an appointed Officer shall be classified as a directly elected member of the Board.
(Added December 2008) In the event that the offices of both the President and Vice-President become permanently vacant, the Secretary shall act as President-pro-tem and call a Special Meeting of the full club membership as soon as possible, for the purpose of conducting emergency elections. If the Secretary is unavailable, then the Treasurer shall act as President-pro-tem. If the Treasurer is also unavailable, then the remaining members of the Board shall select one of the Directors to be President-pro-tem.
President: The President shall preside at the Main Meeting of ACGNJ and shall serve as the Chairman of the Executive Board, presiding at all of its meetings. In general, the President shall perform such duties as customarily pertain to the office of President of an organization including such other duties as are provided for in these By-Laws and as from time to time may be assigned to the President by the Executive Board.
Vice-President: The Vice-President shall be a member of the Executive Board and shall serve as an aide to the President. At the request of the President or in the event of the absence or disability of the President, the Vice-President shall perform all of the duties of the President, and in so acting shall have all the powers and be subject to the restrictions upon the President. The Vice-President shall perform such other duties as may from time to time be assigned to the Vice-President by the President or by the Executive Board.
(Revised December 2001) Secretary: The Secretary shall be a member of the Executive Board and shall be responsible for causing all of the duties incident to the office of Secretary to be performed including the receiving and acting on requests for membership, the issuing of meeting notices and agendas, the recording of the minutes of all Executive Board Meetings and Business Meetings, keeping/filing of the minutes, keeping/filing of all reports, statements and other documents required by law. The Secretary shall also perform such other duties as may be assigned by the Executive Board or by the President.
(Deleted by amendment December 2001).
Treasurer: The Treasurer shall be a member of the Executive Board and shall be the Chief Financial Officer of ACGNJ and shall be responsible for collecting, safeguarding, and keeping account of all the moneys received and expended for the use of ACGNJ. The Treasurer shall deposit sums received by ACGNJ in such depositories as shall be approved by the Executive Board, and the Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Executive Board or by the President.
(Revised December 2008) EXECUTIVE BOARD: The Executive Board (also known as the Board of Directors, or BOD) has the responsibility for the governance of ACGNJ and is primarily concerned with the development and implementation of ACGNJ policies, the interpretation and implementation of the decisions of the members, and the proper and prudent management of ACGNJ finances.
(Revised December 2008) DIRECTLY ELECTED MEMBERS: The directly elected members of the Executive Board shall be thirteen in number, and shall consist of the President, Vice-President, Secretary, Treasurer, eight Directors-at-Large and the immediate Past President.
(Revised December 2008) INDIRECTLY ELECTED MEMBERS: The indirectly elected members of the Executive Board shall consist of the Chairmen of those Subgroups recognized by the current Executive Board. Indirectly elected members of the Executive Board shall exercise the same voting rights as directly elected members, except for the following restrictions: They may not vote on appointments to vacant Executive Board Memberships. (See Section 4.6). They do not count towards an Executive Board Meeting quorum. (See Section 4.8.4). They count as members but not as club Officers for a regular Business Meeting quorum. (See ARTICLE V, Section 5.6). In the event the Chairman of a Subgroup is unable to attend a Board Meeting, a Co-Chairman or Vice-Chairman (if such exists) may attend and vote in his or her place. (Note that the Chairmen of recognized Activities are not entitled to membership on the Executive Board. (See ARTICLE VII, Section 7.3.2).
(Revised December 2008) PERMANENT MEMBER: Sol Libes shall be a permanent member of the Executive Board, with the title "Director Emeritus". He shall have the same voting rights as a directly elected member.
(Added December 2008): Double voting of any kind is not permitted. If a directly elected or permanent member of the Executive Board were also to be the Chairman of one or more Subgroups, he or she would still only be allowed one vote at a Board Meeting. His or her Co-Chairmen or Vice-Chairmen (if such exist) would not be allowed to vote at a Board Meeting unless said Subgroup Chairman/Board Member were to be absent from that meeting.
Directors-at-Large: The term of office for Directors-at-Large shall be two years and shall be so designated that one-half of their membership shall be elected each year. Election of Directors-at-Large shall be the same time and in the same manner as Officers, as prescribed in these By-Laws.
(Revised December 2008) Quorum: Six directly elected members of the Executive Board constitute a quorum for the transaction of business at any meeting of the Executive Board.
(Revised December 2008) Nomination: At least three months or more prior to the regular Annual Meeting of ACGNJ as defined in ARTICLE V, Section 5.3 of these By-Laws, the Executive Board shall create a Nominating Committee consisting of the immediate Past President as Chairman and the indirectly elected members of the Executive Board as defined in ARTICLE IV, Section 18.104.22.168. One month prior to the election, the Nominating Committee shall report the names of all individuals they have placed in nomination for the offices of President, Vice-President, Secretary, Treasurer, and Directors-at-Large. This announcement may be made to the regular members in attendance at the beginning of the monthly Main Meeting preceding the Annual Meeting, included in that preceding month's ACGNJ newsletter, or both.
Nomination By Petition: Additional nominations of any member in good standing may be made from the floor, seconded from the floor, subject to acceptance by the nominee.
(Revised December 2008) Election Procedures: The election of all Officers and Directors-at-Large shall be held at the Annual Meeting. If a nominee for an office shall be unopposed, the President shall declare such individual elected. If candidates for an office shall be opposed, then election shall be by written ballot. In this case, each member in good standing is entitled to one vote. Proxies shall not be allowed. In the event some office is not filled on the first ballot, balloting shall continue until each contested office is filled by an individual who received a majority of the votes cast by those present and voting.
(Revised December 2008) Main Meetings: A Main Meeting (also known as a General or Regular Meeting) shall be held once each month, at a time and place determined by the Executive Board. Except for a change in the usually scheduled time and/or place, no further notice of such a meeting shall be required.
(Added December 2008) Business Meetings: The President may, at the President's option, or on the written request of any two members in good standing of ACGNJ, conduct a Business Meeting as part of any monthly meeting; provided that notice of such a meeting be sent to all ACGNJ members in good standing, no later than ten (10) days prior to the scheduled date of the meeting in question.
(Revised December 2008) Executive Board Meetings: The Executive Board shall hold such Regular and Special Meetings as are necessary to the conduct of its business. These may be held at such times and at such places as may be determined by the majority of the members of the Executive Board. Regular Board Meetings, provided that they are held at the same time and place each month, do not require any further notification. Special Board Meetings may be called by the President. Notification shall be sent to each member of the Executive Board at least ten days prior to such meetings. Special Board Meetings may also be called by twenty five percent (25%) of the directly elected members of the Executive Board; in which case, the notification requirement is reduced to three days.
(Revised December 2008) Annual Meeting: The regular Main Meeting in the month of December of each calendar year will be known as the Annual Meeting, held for the purpose of electing Officers and Directors-at-Large and transacting such other business as may properly come before this meeting. The Annual Meeting will be the only regularly scheduled Business Meeting of the year, and will not require that any additional notice be sent to the general membership.
Special Meetings: The Executive Board may, upon decision of the majority of its members or upon the written request of seven percent (7%) of the regular members in good standing, call a Special Meeting of the members at a time and place determined by the Executive Board. All business to be conducted at the Special Meeting shall be stated in the notice of the meeting and only business so stated may be transacted at a Special Meeting.
Closed Meetings: The Executive Board of ACGNJ may, upon its own initiative or upon petition by a member, rule by majority vote that any meeting or session of a meeting is closed. Only members in good standing, and such individuals as the Executive Board may designate, have the privilege of attending closed meetings.
(Revised December 2001) Quorum: A quorum shall consist of at least seven percent (7%) of the members in good standing plus at least five directly elected members of the Executive Board. All official business shall be transacted by a majority of all votes cast by the members present making up a quorum.
(Revised December 2008) Notice of Meetings: Notice of a Business and/or Special Meeting shall be sent to each member in good standing not less than ten days before the designated time for such a meeting. Only the time, place and purpose of the meeting need be stated, and may be included in the ACGNJ newsletter. Ten days notice of a Main Meeting need be sent only if it has been moved from its regularly scheduled time and/or place.
(Revised December 2008) Organization: The President or, in the absence of the President, the Vice-President shall act as the Chairman of every Executive Board Meeting; and at every Main, Business, and/or Special Meeting. In the event neither the President nor the Vice-President is present, then another directly elected Officer or Director of ACGNJ will act as Chairman-pro-tem, and serve until the President or Vice-President arrives at the meeting.
Voting: In accordance with ARTICLE III, Section 3.7 of the By-Laws, voting on all matters relating to the general affairs of ACGNJ on which a vote is required or is requested by the Executive Board is a privilege of membership, entitling each member in good standing one vote.
(Revised December 2008) These By-Laws may be amended at a monthly Business Meeting by a majority of the members in good standing present and voting, providing a quorum is present and the revised By-Laws have been published at least one month in advance of the meeting. Clarifications and minor changes may be made from the floor before a final vote is taken. Once approved, the Secretary will update the Official Copy of the ACGNJ By-Laws.
The Executive Board of ACGNJ may, by a majority vote of its members, establish any number of Committees, Subgroups and/or Activities comprised of one or more members so long as the function of each is relevant to the purpose of the organization as expressed in ARTICLE II of these By-Laws or is an aid to the Executive Board or to the Officers in conducting the affairs of ACGNJ. The function, powers, composition and duration of each Committee, Subgroup, and/or Activity shall be determined by the Executive Board.
In addition to such committees, et al, that it may create pursuant to the foregoing provision, the Executive Board shall establish a Finance Committee consisting of the President, Vice-President and Treasurer. The Finance Committee is responsible for preparing the ACGNJ budget, for reviewing and approving non-budgeted expenditures, supervising the accounting methods, and preparing and delivering to the members annually a statement of ACGNJ's financial status.
(Revised December 2008) Subgroups and Activities: The Executive Board may recognize any subset of the membership as a Subgroup or an Activity. The Executive Board may recognize various classes of Subgroups and/or Activities. Classification as either a Subgroup or an Activity, and the exact qualifications for each category, shall be at the discretion of the Executive Board. Less precisely, either a Subgroup or an Activity may also be called a User Group (UG) and/or a Special Interest Group (SIG).
(Revised December 2008) A Subgroup shall consist of a Subgroup Chairman and Subgroup members. One or more Co-Chairmen or Vice-Chairmen may also be designated. The Chairman of a fully recognized Subgroup will be entitled to vote at Executive Board Meetings. In the Chairman's absence, a Co-Chairman or Vice-Chairman (if such exists) may exercise that Chairman's one vote. Note that, because Subgroup Chairmen were explicitly defined as “indirectly” rather than “directly” elected, they have small but significant limitations placed upon their functions as Board Members (see ARTICLE IV, Section 22.214.171.124).
An Activity shall consist of an Activity Chairman and Activity members. Its purpose and function shall be stated as part of the recognition by the Executive Board. An Activity shall have the full powers and function of a Subgroup with the exception that the Activity Chairman shall not be entitled to membership on the Executive Board.
(Revised December 2008) A vacancy in the office of Chairman shall be filled by the Co-Chairman or Vice-Chairman, if such exists. Otherwise, an election shall be held at the next regular meeting of the Subgroup or Activity to fill the vacant office. If the vacancy is not filled by two consecutive meetings, it shall then be filled by Presidential appointment.
Upon termination of recognition of any committee et al, all ACGNJ assets held by same shall be turned over to ACGNJ.
(Revised December 2008) ACGNJ Subgroups shall continue the unhampered management of ACGNJ assets in their possession. However, if a Subgroup maintains a separate financial account, ACGNJ asserts its ownership by having the Treasurer of ACGNJ included on the Signature Card (or electronic equivalent) as an additional signatory any time that signatures are updated with newly elected or appointed Officers of the Subgroup. The Board shall be restricted from exercising its rights of ownership except in the case of dissolution of the Subgroup.
The capital required to meet financial obligations of ACGNJ shall be derived from registration fees paid on a calendar year basis by the members at Regular or Special Meetings and income derived from fund raising events. The registration fees may vary from time to time and shall be specifically stated in the meeting notice. In addition, a nondiscriminatory assessment for any special or emergency purpose may be levied upon all members by the Executive Board, provided that authority for such action has been granted by a two-thirds affirmative vote of the members of the Executive Board at a meeting called for that purpose.
(Revised December 2008) All funds received by the organization shall be deposited by the Treasurer in a bank account under the corporate name at a bank selected by the Executive Board. Funds shall be withdrawn from the bank account upon checks or drafts signed by the Treasurer and countersigned by the President or Vice-President. The Treasurer may initiate electronic payments from the bank account, provided that the approval of the President or Vice-President is obtained prior to each transaction. At the option of the Executive Board, the Treasurer may be authorized to make small withdrawals as necessary (up to an amount preset by the Board), for the timely payment of minor expenses.
ACGNJ shall, to the extent legally permissible, indemnify each of its Directors and Officers against all liabilities, including expenses, imposed upon or reasonably incurred by them in connection with any action, suit or other proceeding in which they may be involved or with which they may be threatened by reason of their acts or omissions as such Director or Officer, unless in such action, suit or other proceeding they shall be finally adjudged not to have acted in good faith in the reasonable belief that their action was in the best interests of ACGNJ; provided, however, that such indemnification shall not cover liabilities and expenses in connection with any matter which shall be disposed of through a compromise payment by such Director or Officer, pursuant to a consent decree or otherwise, unless such compromise shall first be approved as in the best interests of the corporation (a) by a vote of Directors in which no interested Director participates, or (b) by a vote or the written approval of a majority of the members at the time having the right to vote for Directors, not counting any interested member. The rights of indemnification hereby provided shall not be exclusive or affect other rights to which any Director or Officer may be entitled. Such indemnification shall be provided although the person to be indemnified is no longer an Officer or Director of ACGNJ and include payment by ACGNJ of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of an agreement by the person indemnified, to repay such payment if he shall be finally adjudicated to be not entitled to such indemnification. As used in this ARTICLE X, the terms "Director" and "Officer" include their respective heirs, executors and administrators, and an "interested" Director or Officer is one against whom as such the action, suit or other proceeding in question or another action or suit or other proceeding on the same or similar grounds is then pending or threatened.
(This article cannot legally be amended.) In case of dissolution, the assets of ACGNJ are to be used as follows:
To pay all indebtedness of ACGNJ.
To pay all expenses of liquidation.
The remainder to be disposed of as outlined in Article VI of the ACGNJ incorporation papers.
(Added December 2001) ACGNJ shall, by a resolution of the Executive Board, adopt and incorporate technological advances into its operations as they come into common usage.
(Added December 2001) All references to mail, notices and publishing shall be deemed to include electronic means, including e-mail and web publishing, that leave a tenable message at the address or tenable access to the membership.
(Added December 2001) Executive Board and other meetings may be held electronically provided all of the members of the group have the capability of participating. Voting privileges by electronic means shall be limited to meetings of the Executive Board only.