ByLaws
These Bylaws were adopted September 10, 2005 by the WPLUG Board of Directors to replace the previous bylaws. They were subsequently amended by the WPLUG membership on October 21, 2006, March 10, 2007, January 8, 2011, and November 9, 2013 as reflected in the page history.
1 NAME
The name of this unincorporated association shall be "Western Pennsylvania Linux Users Group" ("WPLUG").
2 PURPOSE
The purpose of WPLUG is to provide:
- a forum for the discussion and exploration of Linux-related issues;
- technical assistance to participants by participants;
- education about, advocacy for, and development of open source software, standards, and protocols; and
- opportunities for socializing among WPLUG participants and/or other Linux/open source users or advocates.
3 MEMBERS
3.1 Definition
A natural person becomes a Member of WPLUG by completing and signing an application for membership and paying dues.
3.2 Terms of Membership
The term of membership shall last for one calendar year from the reception by the WPLUG Board of the payment of dues and application for membership. Renewal of membership shall be accomplished by filling out a membership renewal form not more than 91 days (13 weeks) before the end of the membership term and by paying the membership dues. Membership renewal shall add an additional year to the member's term of membership.
The identifying and contact information to be provided on the application shall be set by the Board of Directors. Dues shall be approved by the membership.
3.3 Voting Rights
All members in good standing shall be allowed to vote. Voting rights shall commence one week after certification of initial membership. This restriction can be waived by unanimous consent of Members present at the meeting.
4 BOARD OF DIRECTORS
4.1 Definition
A Board of five (5) Directors shall be elected by the WPLUG membership to handle the day-to-day affairs of WPLUG. The members of this Board shall be individually referred to as Directors.
4.2 Duties and Powers
The Board of Directors shall have full power and authority over the affairs of WPLUG except those reserved to others by these bylaws and by acts of the membership. Only the membership shall have the power to:
- amend these bylaws;
- adopt special rules of order for the membership;
- authorize the establishment of a new program under the auspices of WPLUG;
- authorize the expenditure of WPLUG funds on items that do not directly support existing programs; or
- impose final disciplinary action upon a Member.
The Board shall be subject to the orders of the membership, and none of its acts shall conflict with action taken by the membership.
4.3 Nominations
When an election for Directors is required, the Secretary shall give the membership at least 28 days' (4 weeks') notification of a nomination meeting. The announcement shall state when and where the meeting will be held and how many seats are to be filled.
Nominations for Directors shall be taken from the floor at the nomination meeting. Members may nominate themselves, and nominations do not need to be seconded. Nominees have the right to object and be removed from the ballot. If there are not enough nominees, then the Chair must nominate additional Members until there are as many nominees as seats.
4.4 Elections
At the close of the nomination meeting, the Secretary shall notify the membership of the nominees and the election meeting. Absentee balloting shall be used for each election. No nominee listed on the ballot may serve as an election teller.
Directors may be elected by less than a majority, if so provided in a special rule of order agreed to at or before the nomination meeting.
4.5 Board Meetings
The Board may establish its own regular meeting schedule. At least 7 days' notice shall be given of a regular meeting.
Special meetings of the Board may be called by the Chair on his own volition. The Chair shall also call a special meeting promptly upon the written request of three members of the Board. At least 24 hours' notice shall be given of a special meeting.
The Board shall post its minutes and other official records of its meetings on a forum accessible to the membership, except when the subject matter at the meeting is of a sensitive nature. In such a case, a notice of this fact and a brief explanation of why confidentiality is required shall be posted in its place, and the membership may demand that the undisclosed materials be posted with a 2/3 vote of the entire voting membership.
In meetings of the Board and its subcommittees, any vote shall be taken by roll call if so requested by a member of that body.
4.6 Dissolution of the Board
The membership, for any reason, may choose to dissolve the WPLUG Board and call for a new election to replace the Directors. Dissolution may be proposed by majority vote at a membership meeting. Voting on adoption of the proposal shall be by absentee ballot. A 2/3 vote or a majority vote of the entire voting membership shall be required for adoption.
5 MEMBERSHIP MEETINGS
5.1 Regular Meetings
Regular meetings shall be held concurrently with scheduled General User Meetings unless otherwise announced. At least 14 days' (2 weeks') notice shall be given.
5.2 Annual Meetings
The business meeting in November shall be designated as the annual meeting and shall be for the purpose of electing Directors and any other business coming before the meeting.
5.3 Special Meetings
Special meetings shall be called upon the written request of a number of WPLUG Members sufficient to form a quorum. Special meetings may also be called by the Chair or by the Board of Directors. The purpose of the meeting shall be stated in the call. At least four days' notice shall be given.
5.4 Quorum
Ten members or one-fifth of the membership, whichever is less, shall constitute a quorum of the membership.
5.5 Recording of Meetings
Members shall have the right to make recordings of business meetings by any non-intrusive means, except when in executive session or when prohibited by the assembly.
6 OFFICERS
6.1 Executive Officers
The executive officers shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer.
6.2 Directors-at-Large
Any Directors not holding an executive office shall hold the office of Director-at-Large.
6.3 Duties
Officers shall perform the duties prescribed in the parliamentary authority, with the modifications and additions as specified in these bylaws.
The Chair shall:
- sign or cosign all contracts entered into on behalf of WPLUG, but may by signed letter authorize any other Director to sign a specific contract on their behalf
The Vice-Chair shall:
- assist the Chair in the performance of that office's role and duties
- conduct the general correspondence of WPLUG and serve as its principal spokesperson
6.4 Qualifications
Only Members of WPLUG may serve as Directors. In addition:
- The Chair must be of majority age and possess such other qualifications as may be required to sign legally binding contracts on behalf of WPLUG. The Chair may not hold any other office simultaneously.
- To hold the office of Vice-Chair, an individual must be eligible for the office of Chair.
- The Secretary must be of majority age.
- The Treasurer must be of majority age and possess the qualifications to be held legally responsible and accountable for handling the organization's funds.
6.5 Appointment of Officers
Promptly after their election, the newly-elected Board of Directors shall choose a slate of officers from among themselves and present it to the membership. The officers on the slate shall take office at the close of the election meeting, or when the membership is notified of the slate, whichever is later.
6.6 Term of Office
Each Director's term shall be for one year and until the replacement slate of officers takes office after a regularly scheduled election.
If a Director-at-Large office is vacated, a replacement is not required before the next regularly-scheduled election, unless the Board or the membership calls for a special election to fill the empty Director seats.
If an executive office is vacated, the remaining Directors must choose a replacement, subject to the same rules used after an election. If no Director is eligible for the position, the Directors may set aside term limits in order to fill the position for the remainder of the term.
If, for any reason, the Board is unable to select a replacement for the vacated executive office, then a special election must be held. The election shall be for a single Director, who will serve on the Board and hold the vacated office until the new slate of officers takes office after the next regularly-scheduled election.
No one may serve more than two consecutive terms in the same executive office. There shall be no limit on the number of non-consecutive terms anyone may serve in a particular executive office or on the number of terms that may be served as a Director-at-Large.
6.7 Absence of Officers
An officer who has not attended a meeting of the Board of Directors within the previous 28 days (4 weeks) and has failed to attend three consecutive Board meetings for which proper notice has been given, unless such absence is excused, shall be deemed to have submitted a resignation from office and from the Board.
7 COMMITTEES
7.1 Technology Committee
A Technology Committee shall be appointed by the newly elected Board promptly after taking office. Its duties shall include the operation and maintenance of the web server, mailing list, IRC channel, and other network services for the group. This committee shall provide regular reports to the Board and to the membership.
7.2 Event Committee
An Event Committee of three or more people shall be appointed by the newly elected Board promptly after taking office. Its duties shall include planning and making arrangements for all WPLUG events, including presentations, installfests, and tutorials, except those events assigned to another committee. This committee shall provide regular reports to the Board and to the membership.
7.3 Investigating Committee
An Investigating Committee shall be appointed by the newly elected Board promptly after taking office. Its duties shall include the investigation of all disciplinary questions not assigned to special committees. This committee shall report to the Board as directed.
7.4 Other Committees
Such other committees, standing or special, shall be established as deemed necessary to carry on the work of WPLUG. These committees shall be appointed by the Board unless otherwise specified.
8 MISCELLANEOUS PROVISIONS
8.1 Disciplinary Action
When a member engages in conduct outside of a meeting tending to injure the good name of the organization, disturb its well-being, or hamper it in its work, or when such conduct at a meeting is sufficiently egregious in character, then the Board shall refer the matter to the Investigating Committee to determine whether further action, including the preferring of charges when necessary, is warranted.
Each trial shall be conducted in front of a special trial committee, appointed by the Board, unless the accused chooses to have the trial held in front of the membership.
8.2 Emergency Actions
An individual or group that has taken emergency action in excess of their authority shall report such action at the next meeting of the Board or membership, whichever has the authority to ratify the action.
8.3 Absentee Balloting
Votes shall be taken by absentee ballot when required by these Bylaws or when so ordered by an act of the membership. In a vote where absentee balloting is used, all votes must be cast using an absentee ballot. The details of voting shall be provided for by rule.
8.4 Virtual Meetings
By default, all Board and committee meetings are held in person, unless by 2/3 vote at a prior meeting, a virtual meeting as described herein is scheduled.
The Board and all committees are permitted to conduct meetings by an electronic medium, if special rules of order have been provided for the method used. Such a method must require the identities of all participants to be verified prior to the meeting and be verifiable during the meeting. It must also permit all participants to engage each other simultaneously with less than a few seconds' delay.
The special rules for the method used must specify how identity is verified, how recognition of the presiding officer is sought, and how the floor is to be obtained. In all other aspects, such a meeting shall be conducted the same way as a face-to-face meeting.
9 PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern WPLUG in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that WPLUG may adopt.
10 AMENDMENT OF BYLAWS
Amendments to these bylaws may be proposed by majority vote at a membership meeting. Voting on adoption of the proposal shall be by absentee ballot. A 2/3 vote shall be required for adoption.