The name of this group shall be the Arkansas/Oklahoma PC Users Group, hereinafter referred to as the "CLUB". The CLUB is organized exclusively for educational, social, and scientific purposes, including for such purposes, the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).

[A] To disseminate knowledge relating to personal computers using MS-DOS or derivatives.¹

[B] To promote and to hold exhibitions of instruments, apparatus, or other appliances associated with its applications.

[C] To recognize members and/or nonmembers deserving of recognition for their contribution toward better understanding of personal, computing.

[D] To affiliate with societies or associations having like interests in computer sciences.

[E] To provide a base of personal computer products for member use.

[F] To advance the state of the art of personal computing locally, regionally, and nationally.

[A] Anyone sincerely interested in promoting the CLUB's objectives may apply to the CLUB for membership. Upon acceptance the applicant will be deemed to be a member for all practical purposes.

[B] There are two classes of membership: student and individual. Any member's immediate family living under one roof are extended all CLUB benefits limited only in that there is one vote per membership and one officer per membership at any one time. There is no corporate or business membership class. Student membership fees, like membership fees in general, are set by the Board of Directors. Student membership, as a class of membership, applies only to those who attend school full-time and such membership does not cover others living under the same roof as the student member. Studentmembership is the same as full membership in all other respects.

[A] The affairs of the CLUB shall be controlled and managed by a group of Directors, hereinafter referred to as the "Board of Directors", to consist of the heads of the Special Interest Groups and the Officers. The powers and duties of the Board of Directors shall be set forth in the BY-LAWS.

[B] No member of the Board of Directors shall hold office in the same position for a period in excess of two consecutive years.²

[C] Any member misrepresenting himself, or whose actions reflect unfavorably on the CLUB may be expelled by a majority vote of the Board of Directors.

The CLUB may pass whatever BY-LAW it deems necessary for the efficient control and management of its affairs, and the carrying out of its objectives. No such BY-LAW shall be contrary to law -- civil, criminal, or otherwise.

Amendments to either the CONSTITUTION or BY-LAWS may be enacted at any regular meeting of the CLUB. No amendment to either the CONSTITUTION or BY-LAWS may take place unless the matter is dealt with by written notice of motion distributed to the full membership. The minimum requirement necessary to carry such changes shall be a two-thirds majority of members present at the time of voting.

[A] All properties and income of the CLUB shall remain the sole property of the CLUB, irrespective of the source by which said properties and income were derived. Such properties and income shall be used to promote the CLUB's objectives.

[B] No part of the net earnings of the organization shall accrue to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services in furtherance of the purposes set forth in ARTICLE TWO (2)hereof. The organization shall not participate in, or intervene in (including publishing or distributing of statements) any political campaign on behalf of any candidate for public office. The organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

[A] Officers of the CLUB shall be a President, a Vice-President, Secretary, a Treasurer, a Librarian Webmaster/Librarian and an Editor. Duties and responsibilities are the same as outlined in Robert's Rules of Order.

[B] Without limiting the foregoing qualifications for officers the following conditions apply:

[1] The President shall preside as Chairman at all meetings and shall ensure that the meeting is conducted according to Robert's Rules of Order. In addition, he or she will decide questions of order. He or she will also be a signing officer for official documents of the CLUB.

[2] The Vice-President shall take the place of the President in his absence.

[3] The Treasurer shall receive and deposit all monies in an account in the name of the CLUB. The Treasurer will also be required to maintain proper books and records and furnish a yearly report for audit by his successor, together with any funds in his possession. All disbursements made by the Treasurer shall be authorized by resolution passed by a majority of the Board of Directors and/or by the body and shall be supported by vouchers and/or canceled checks.

[4] The Librarian shall maintain the CLUB's library of public domain software, make it available to CLUB members, and promote its continued growth. The Webmaster/Librarian shall maintain the CLUB's web site, maintain the CLUB's library of public domain software, and promote access to public domain software for CLUB members though such means as links on the CLUB web site, archives on the CLUB web site, or distributions of media at CLUB meetings.³

[5] The Editor shall be responsible for publishing the monthly newsletter. Soliciting advertisers, gathering articles, editing, publishing, and delivering the newsletter.

[C] The term of office for each of the above noted positions, the, Librarian Webmaster/Librarian³ and Editor exempted, shall not exceed two consecutive years. The initial term shall be for a one-year period.

[D] Signing privileges for checks shall be decided by the Board of Directors. A minimum of two (2) signatures is required.

[A] The CLUB may institute committees when needed. Committees will be governed by these BY-LAWS. Committees and committee chairmen will be responsible to, and are ultimately governed by the Board of Directors.

[B] The Executive Committee shall be a permanent committee, consisting of the elected officers of the Club. The Executive Committee shall meet within one week after a regular meeting to formulate the agenda and business matters of the next meeting.

[C] Once a committee has been established and operating efficiently, rules governing same shall be added to the CLUB's BY-LAWS concerning the particular committee.

[D] All special interest groups shall be organized as committees.

Each member shall be invoiced at the beginning of each fiscal year. Members who have not paid their dues within ninety (90) days of the billing date shall automatically cease to be members and shall no longer receive the benefits of membership until reinstated.

[A] No member of the CLUB shall be permitted to stand for election or to cast a vote or to be represented by proxy unless he is a paid member in good standing.

[B] No member shall nominate any member for a position without first having received his or her assurance of his or her intent to stand for election.

[C] The Chairman of the Nomination Committee shall be appointed by the Board of Directors.

[D] A minimum of ten days' advance notice will be given in writing in the newsletter to remind members of the election. The Chairman of the Nomination Committee shall call for nominations at the September meeting beginning in the year 1986. Those who had already submitted their request for nomination will confirm their intent to stand for nomination.

[E] The nominees shall agree to attend the majority of the regular and executive meetings, before the nominee's name is placed on the ballot.

[F] A ballot will be prepared for distribution at the November election meeting. Ballots will be counted immediately following the casting of same. The results will be announced to the membership as soon as they become available, and published in the next newsletter.

[G] Each paid membership in good standing is entitled to a single vote. A member who is unable to attend the election may arrange to be represented by proxy.

[H] A proxy shall conform to the standard requirements of membership and must be in writing. Proxy forms will be made available to members upon request.

[I] The Board of Directors shall appoint replacements to serve the time remaining on the term of offices of all directors, committee chairmanships, and constitutional officers of the CLUB should a person(s) filling any of these positions resign or be expelled. The removal of an officer is by a majority vote of the membership present at a regular meeting.

[A] The fiscal year shall be the calendar year.

[B] The operating budget of the CLUB shall be presented to the membership as a whole in September for approval at the October meeting.

[C] The Board of Directors shall set the membership dues at the November meeting. The fee shall be determined according to the budget requirements for the next fiscal year. The Board of Directors' decision in this regard is final.

[D] The CLUB shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and Committees having any of the authority of the Board of Directors, and shall keep at the designated or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the association may be inspected by any member for any purpose at any reasonable time.

[E] All securities and monies owned by the CLUB shall be deposited with one or more banks, trust companies, or other financial institutions as selected by the Board of Directors. The Board of Directors shall be empowered to execute, on behalf of the CLUB, any such documents or banking resolutions or other financial or legal documents that may arise from time to time.

In the event of dissolution of the CLUB all assets remaining after payment of any obligations shall be donated to a general scholarship fund at an area college. The choice of college and purpose of the scholarship fund shall be made by the Directors at the time of the dissolution of the CLUB.

¹ This is currently freely interpreted to mean all subsequent versions of MS Windows, IBM OS/2, and Linux running on IBM PC-compatible and derivative hardware, because all of these Operating Systems are capable of executing in some fashion code that is a DOS derivative.

² This is partially contradicted by Bylaws I[C], which exempts specific officers whose jobs are more technical in nature from the two-term restriction. The officers and board have always interpreted Article IV[B] as an unintentional error in wording, as the wording of Bylaws I[A] and I[C] is clear.

³ It was proposed in October 2001 that the role of Librarian be changed to Webmaster/Librarian. This ammendment was moved, seconded, and approved at November 2001 regular meeting, to be effective January 2002.

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