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BY-LAWS FOR JAVA METROPLEX USERS GROUP NOT FOR PROFIT CORPORATION

ARTICLE I
Organization Name and Purpose

  1. These are the by-laws for Java Metroplex Users Group, Inc., a.k.a.”JavaMUG” or “Dallas Java Users Group”. The organization’s Board has the right to change the corporation’s name without changing these by-laws.
  2. JavaMUG is a not for profit corporation, issues no stock, and JavaMUG members have no ownership rights to JavaMUG property.
  3. JavaMUG serves to:
    • Promote the use of Java platforms, APIs, and language.
    • Educate the users of Java technology through high quality, timely, and applicable presentations.
    • Provide a venue for interactive discussions and exchange of ideas relating to the application of Java.
    • Provide mentoring opportunities among group members.
    • Promote the sense of community spirit and facilitate Java technology throughout the local community.

ARTICLE II
Membership, Board of Directors, and Officers

Section 1.

  1. JavaMUG membership is open to the general public, and membership is established by application process designated by a Board of Directors (Board).
  2. The Board is made up of all elected JavaMUG Officers during their tenure in office. Each Officer has powers granted in these by-laws by virtue of their office, including their seat on the Board.
Section 2.
  1. Board Membership and JavaMUG Offices are uncompensated, nonsalaried positions, filled by election from and by the JavaMUG membership.
  2. Each year, JavaMUG Board members and JavaMUG Officers are registered annually with the State of Texas.
Section 3.
  1. JavaMUG elected Officers each serve one year terms.
  2. In Order of Presidential succession, JavaMUG’s elected officers are President, Vice President, Secretary and Treasurer.
  3. The President and Secretary must be separate individuals and hold only the one JavaMUG office.
Section 4.
  1. No Board Membership, Office, or general membership in JavaMUG shall be denied to any person on the basis of race, creed, sex, sexual orientation, religion, or national origin.
  2. JavaMUG employees or contractors are ineligible to serve on the Board of Directors or as JavaMUG Officers
Section 5.
Both an Officer’s term in office and Board membership can end by:
  • term of office expiration in time
  • resignation
  • removal or recall from office
Section 6.
  1. Officers can resign their office in writing to the Secretary. The Secretary can resign in writing to any Officer.
  2. Resigning or removal from Office is equivalent to resigning or removal from the Board and vice versa.
  3. The President can request an Officer to reconsider their resignation, upon consultation with the otherwise outstanding Officers.
Section 7.
  • The Board must create and publish a uniform complaint process for any JavaMUG member to use in reporting possible misconduct of an Officer.
Section 8.
  1. An Officer is removed upon a Motion of No Confidence that carries by a two-thirds (2/3rds) vote of the Board. An Officer can vote on a motion of his or her removal.
  2. The JavaMUG membership can force a recall vote of any Officer upon filing a petition signed by one-third (1/3rd) of the JavaMUG general membership
    • The Board must then form an election committee for the recall vote, as prescribed herein.
    • An Officer is removed upon a recall vote that carries by a majority of JavaMUG members.

ARTICLE III
Elections

Section 1.

  1. The fiscal year, the terms for elected Board Membership, and terms of elective office all begin on January 1st and end on December 31st.
  2. Each November 1st, the Board must declare the seats up for election.
  3. Each November 1st, sitting Officers must declare their candidacy for any office.
  4. JavaMUG general members declare their candidacy for any Office via application to the Election Committee formed November 1st.
Section 2.
  1. At any time, the Board may form an election committee to call for a referendum or for special election to fill vacancies.
  2. The Board must form an election committee:
    • each November 1st, for an annual election held each December’s plenary meeting, and
    • within one (1) week of receipt of a valid recall petition
Section 3.
  1. Only JavaMUG members can participate in any part of any election process.
  2. Election committees are a minimum of three (3) JavaMUG members, each with no conflict of interest as to the outcome of the election. Thus, no candidate for an Office can sit on the Election Committee. And no relation to any candidate officer can sit on the Election Committee.
  3. Election committee calls for its members and JavaMUG election candidates, establishes the election, referendum or recall ballot, announces the time and method of election, conducts the election, and certifies the results.

ARTICLE IV.
Duties and Powers of JavaMUG Board Members and Officers

Section 1.
  1. JavaMUG Officers have duties and powers as defined per Robert’s Rules Online, Article X, but subject to these by-laws, the Certificate of Formation, State and Federal laws, including the Texas Non-Profit Corporation Act and successors to that act.
  2. Each Board member can have at most one vote on any matter, subject to any conflict of interests between the Board member and a Motion before the Board or one of its committees.
  3. The Board has voting power to acquire and to sell property.
  4. JavaMUG property specifically includes its records, web sites and mailing lists.
  5. The Board can not loan money, but has voting power to borrow, to raise, to appropriate or to spend money.
  6. The Board must approve any expenditures over $100, and can vote to reimburse any JavaMUG member or agent of the Board for expenses. These votes are subject to conflict of interest rules.
  7. The Board has the power to grant, to deny, to suspend or to revoke membership, revoke a member’s voting rights, and revoke a member’s access to JavaMUG meetings or JavaMUG property.

Section 2.

  1. Board meetings are held once a month. The date, time, and location set by the President in consultation with the Board. The President shall announce public Board meetings seven (7) calendar days in advance. This announcement can be made using the email list designated as the JavaMUG-Announce list.
  2. Board meetings are open to JavaMUG members, except during consideration of litigation, personnel decisions on which the Board has sole authority, privacy or security issues, and complaints received by the Board.
  3. The Board has the right to govern its own meetings and its membership’s behavior and conduct.
  4. The President has the primary power and responsibility as to issues in maintaining comity and good order at meetings. The President can conduct meetings according to his own good conscience, unless otherwise directed by a Motion carried by a two-thirds (2/3rds) majority of Board members,
  5. Upon a Point of Order, the President can Order Robert’s Rules or some other system to regain good order or comity at Board meetings. This includes the power to remove any JavaMUG member from a Board meeting or plenary meeting.
Section 3.
  1. The Treasurer shall report to the Board the financial status of JavaMUG on a monthly basis. The report shall be in writing and include a balance sheet and cash flow data.
  2. The Secretary shall keep the minutes of the Board meetings, including a copy of the Treasurer’s reports.
  3. Any JavaMUG member can send a records examination petition to the President, requesting to see any specific JavaMUG operational or election records held by the Secretary or Treasurer.
    • These officers must make arrangements with the petitioner within three (3) business days and fulfill the records examination petition within one (1) week.
    • A records examination petition can not request private JavaMUG members’ identification data, and is otherwise limited to JavaMUG operational records data.
    • The records petitioner shall pay for any copying costs or fees incurred to fulfill the records examination petition.
Section 4.
  1. The Board shall adopt a Code of Ethics and Conduct for Board members and JavaMUG members.
  2. Every JavaMUG member will keep private any and all information collected about members during the course of the normal administration of the group.
  3. The JavaMUG will not sell, give, loan, lease, trade, exchange, post or in any manner distribute its membership list.
Section 5.
  1. The Board can form and disband committees as it sees fit to help conduct JavaMUG business. This includes replacing Committee Chairs without the consent of the Committee.
  2. Unless otherwise established in these by-laws, all committees report quarterly or more often to the Board.
  3. The President is a de jure member of all Board committees, except when there is a conflict of interest with an Election Committee.
Section 6.
  1. Each February 1st, the Board shall appoint an Audit Committee, with a minimum of three (3) members, and the Audit Committee can hire outside expertise for review, consultation or audit of the JavaMUG financial books.
  2. By March 15th, the Audit Committee shall report to the Board as to JavaMUG finances, complete with balance sheets, cash flow and tax liability calculations.
  3. Conflicts of Interest bar the Treasurer from any Audit Committee and bars the Treasurer from voting on any Board motion concerning the annual audit or the Audit Committee.
Section 7.
  1. Upon separation from the Board, any departing Board member or officer must surrender any JavaMUG property and access rights to JavaMUG property back to the Board. These shall be surrendered to the Board upon demand or no later than one (1) business week.
  2. Notwithstanding any other by-law, the Board reserves the right to enforce this or any by-law, property or right, by removing any indemnification protections, seeking legal fees and costs, or by any other legal means.
  3. Here JavaMUG property explicitly includes:
    • safety box keys
    • mail box keys
    • bank or mail box signature authority
    • membership records
    • checks, bank statements, accounting records
    • moderator access rights to any JavaMUG web site, email list, database, forum, or blog.

Section 8.

  1. To the extent required by law, JavaMUG indemnifies present and future JavaMUG Officers and JavaMUG Board Members for their actions as Board members or Officers (Official Actions).
  2. This indemnification includes any and all liability and the reasonable expenses, including attorney’s fees and expenses, for the defense or settlement of a legal action, suit, or proceeding, arising from any such Official Action.
  3. The Board must secure liability insurance underwriting financial indemnification for Official Actions of present and future Board Members and Officers.

ARTICLE V
Amendments

Amendments and changes to the By-laws must be:
  1. first approved two-thirds (2/3) of the Board, and then
  2. by at least two-thirds (2/3) of JavaMUG members in good standing at the meeting in which the vote is taken.

CERTIFICATION

These by-laws were adopted unanimously by the Board of Directors of JavaMUG at its meeting on 10/30/2006, and ratified unanimously by all registered members voting at our plenary meeting of 11/29/2006.

Secy/JavaMUG 2006