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By-Laws

Proposed By-Laws 02/13/83

Created: Sunday, February 13, 1983 Last Updated: Sunday, April 14, 1996

Table of Contents

Article I Identification Article II Purpose Article III Powers
Article IV Membership Article V Membership Election Procedure Article VI Termination of Membership in the PACC
Article VII Dues Article VIII Fiscal Year Article IX Meetings
Article X Government Article XI Board of Directors Article XII Officers
Article XIII Election of Officers Article XIV Duties of Officers Article XV Committees
Article XVI Official Publications Article XVII Special Interest Groups Article XVIII Prohibition against sharing in PACC earnings
Article XIX Procedure Article XX Code of Ethics Article XXI Liability of Directors
Article XXII Amendments to By-Laws

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    Article I
    Identification

    The name of the Corporation shall be "Pittsburgh Area Computer Club Inc." It is organized under the "Nonprofit Corporation Law" approved May 5, 1933, as amended, of the Commonwealth of Pennsylvania. The corporation may also be identified herein as "PACC".

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    Article II
    Purpose

    The general purposes of the PACC, as set forth in its Articles of Incorporation, are as follows:

    To promote the knowledge, understanding, interest and appreciation of computers and related software and other equipment in the Pittsburgh, Pennsylvania area and to educate, instruct, and train those persons interested therein in all aspects of computers, software and related items, and equipment, including but not limited to conducting and sponsoring educational lectures, exhibitions, publications, displays and other related activities that may be useful or beneficial to individuals or to the community. The PACC is formed and is to be operated exclusively for exempt purposes within the meaning of section 501 of the Internal Revenue Code of 1954, as amended.

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    Article III
    Powers

    The PACC shall have all of the powers granted to nonprofit corporations by the "Nonprofit Corporation Law" of the Commonwealth of Pennsylvania. Additionally, and not in limitation thereof, the PACC shall have the following powers:

    A. To exchange and disseminate information among the PACC's members concerning computer arts and sciences.

    B. To provide technical assistance to members of the PACC in those computer projects which are not undertaken for monetary gain or profit including, but not limited to hardware, software, and computer programming.

    C. To publish books, newsletters, magazines, or other periodicals for the benefit and education of the members and the general public.

    D. To conduct and sponsor seminars, lectures, and courses relating to the computer arts and sciences.

    E. To maintain a library consisting of books, films, catalogues, tapes, programs, journals, and other materials relating to the computer arts and sciences.

    F. To develop and maintain computer centers and laboratory workshops for members of the PACC and the general public including provisions for timesharing operations. Subject to the provisions of Article II, the computer centers and their capabilities would be available to corporate members, governmental agencies, educational institutions, and those members of the general public whose use is non-profit in nature as defined and enumerated in these By-Laws.

    G. To engage in any activity not inconsistent with the provisions of these By-Laws.

    H. To buy, lease, rent or otherwise acquire, hold or use, own, enjoy, sell, exchange, lease as lessor, mortgage, deed in trust, pledge, encumber, transfer, or trust or otherwise dispose of any and all kinds of property by gift, bequest, or device.

    I. To enter into, make, perform and carry out contracts of every kind for any lawful purpose with any person, firm, corporation or governmental agency.

    J. To solicit, receive funds and property by gift, will, or otherwise, from individuals, trusts, corporations, associations, societies, institutions, or other organizations or authorities desirous of contributing to the purposes for which the PACC is formed.

    K. Notwithstanding any of the above statements of purposes and powers the PACC shall not engage in activities that in themselves are not in furtherance of the purposes set forth in Article II. Nothing contained in the foregoing statement of purposes shall be construed to authorize the PACC to carry on any activity for profit of its members, or to distribute any property, gains, or profits to any of its members.

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    Article IV
    Membership

    Membership is open to any person who wishes to further the purposes of the PACC as stated in Article II of these By-Laws.

    Membership shall be divided into the following classes:

    A. Individual - A person who has paid the annual dues and who shall have all rights and privileges. Individual members who are under 18 years of age may not hold elective office.

    B. Family Member - A related person who resides in the household of an Individual Member.

    1. A Family Member pays no dues, may not hold elective office, may not vote on corporate business, and will not receive mailings (i.e. newsletter), but is entitled to all other privileges of membership. A Family Member may pay the annual dues and become an Individual Member.

    2. Related residents of an Individual Member's household shall include spouse, child under 18 years of age, step-child under 18 years of age, adopted child under 18 years of age, and the parents of an Individual Member who is under 18 years of age.


    C. Honorary Life Member - A person determined by the Board of Directors to have made exceptional contributions to the Corporation's purposes.

    1. At least twenty(20) individual members, or five percent of all individual members of the Corporation, which ever is least, are required in order to nominate a candidate for Honorary Life Member . The reasons for such nomination shall be presented in writing to the Board of Directors.

    2. Any number of candidates for Honorary Membership may be elected by the Board of Directors. An affirmative vote of two-thirds of the members of the full Board of Directors is necessary for election.

    3. A person elected as an Honorary Life Member shall be a member for life, with full Individual Member privileges, without the payment of annual dues.


    D. Other classes - The Board of Directors may provide for other nonvoting classes of membership by resolution.

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    Article V
    Membership Election Procedure

    Application for individual membership shall be made by completing the current membership form and submitting it to the Treasurer (or other official designated by the Board) with the current annual dues. Upon receipt of the completed application and dues the Treasurer (or other official as designated by the Board) shall enter the Individual Member into the membership roll.

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    Article VI
    Termination of Membership in the PACC

    A. A member may resign at any time by notifying the Treasurer (or other official designated by the Board) in writing.

    B. Any member who neglects or refuses to pay his annual dues within one(1) month of the expiration of its current term shall receive a notice declaring him suspended. One(1) month after such notification has been sent, members still suspended shall be automatically dropped from membership. The Board of Directors may grant an extension of payment time or excuse an Individual Member from payment of annual dues if, in their judgment, there is sufficient reason.

    C. The Board of Directors may, by a two- thirds vote of the members of the full Board of Directors, suspend or expel any Individual Member for violation of these By-Laws, actions which discredit the PACC, or violation of local, state, or federal laws which involves the PACC.

    1. This shall not be done until after the member has been given written notice at least two (2) weeks in advance that a motion to terminate his membership in the PACC has been proposed, the reasons for the proposed action, and been given the opportunity to explain the offending action at the next regular meeting of the Board of Directors.

    2. A suspended member shall have inactive status until reinstated by the Board of Directors.

    3. The name of an expelled member shall be struck from the membership roll and that individual shall not be considered eligible for re-election to membership without the affirmative recommendation of the Board of Directors by a two-thirds vote and ratification of the Board's recommendation by a majority of the members present at the Annual Business Meeting.



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    Article VII
    Dues

    A. The annual dues of members of the PACC shall be set from time to time by the Board of Directors. Written notification of a planned change shall be sent to all members at least sixty(60) days in advance of adoption of the planned change by the Board of Directors. The annual dues may be different for various classes of members.

    B. Dues shall be due and payable originally with the application for membership, and thereafter on the anniversary date of membership. The last day of the calendar month in which the member's name was first entered on the membership roll shall be the anniversary date.

    1. Each member shall receive notice of dues expiration at least one month in advance of his anniversary month. Payment is due within one(1) month of notification.



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    Article VIII
    Fiscal Year

    The fiscal year of the PACC shall be January 1 to December 31.

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    Article IX
    Meetings

    A. Membership meetings:

    1. General or Technical - At least one General (or Technical) meeting shall be held each year. It is anticipated that such general meetings will be held monthly, at such times as set by the Board of Directors. These meetings shall be formatted to minimize the time devoted to PACC business, and shall be open to non-members.

    2. Annual Business - There shall be one Annual Meeting for the election of Officers and such other business as may be brought before the meeting by any member. Notice of the time and place for the Annual Meeting shall be published in the Newsletter or other published medium, at least one month in advance. The Annual Business meeting shall take place at the time and place of a General Membership meeting between January and June of each year as determined by a two- thirds vote of the Board of Directors.

    3. Special Meeting - When business must be conducted which should not wait until the Annual Meeting, notice of a Special Business Meeting shall be mailed to each individual member at least one week in advance. The meeting may be held in conjunction with a General Meeting, but if the business requires a vote, precautions must be taken to assure that only votes of members are counted. A Special Meeting may be called by the Board of Directors, or if requested by written petition of ten percent of the individual members, must be called by the Board.

    4. The quorum for all membership meetings shall consist of ten percent of the Individual Members of the PACC.


    B. Board of Directors

    1. Regular meetings of the Board of Directors shall be held at such times and places as determined by a majority vote of the Board. The Board of Directors shall hold at least one meeting within one month of the election of Officers. The time and place of this and all other meetings of the Board shall be announced to the membership in the newsletter or at a membership meeting. All meetings of the Board of Directors shall be open to any member of the PACC. Any non- Board member desiring to be heard at a Board meeting shall present a written statement of his subject matter to the presiding officer upon his arrival.

    2. Special meetings of the Board of Directors may be called by any member of the Board, but shall not be held until all members of the Board have been notified of the time and place of said meeting.

    3. The quorum for all meetings of the Board of Directors is five (5).

    4. Each member of the Board of Directors shall have only one vote. No proxies are permitted.



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    Article X
    Government

    A. The control and management of the affairs, property and funds of the PACC shall be vested in the Board of Directors as defined in Article XI.

    B. Execution of the duties of management shall rest in the elected officers listed here, reporting to the Board. Succession of responsibility shall be as follows:

    1. President
    2. Executive Vice President and Secretary
    3. Vice President for Programs and Facilities
    4. Treasurer and Assistant Secretary
    5. Vice President for Communication
    6. Vice President for Member Education

    C. All questions coming before the PACC, or its units, governing bodies, committees, or membership meetings, shall be decided by a simple majority of the qualified votes cast by that unit, unless otherwise specifically determined by these By-Laws.

    D. Financial control: The Board of directors shall establish and approve budgets for each of the functions of the PACC and the Treasure shall be authorized to pay bills and vouchers submitted to him when approved in writing by the Officer responsible certifying that the expenditure is within budget. Accounts of all such expenditures shall be kept and reported by the Treasurer against the individual budgets. The Treasurer shall not pay for any additional expenditure against a budget which is exhausted or suspended by the Board without approval of a majority vote of a quorum of the Board at a regular or special Board meeting, and then only with the co-signature of the President (or other officer authorized by the Board) on the payment check or voucher.

    For the payment of any non-budget item the check shall be signed by both the President and the Treasurer, or by two other officers approved by a majority vote of the Board.

    E. Upon approval by two-thirds vote of a meeting of the Board, an individual member of the PACC under the direct supervision of an appointed officer may plan, organize, and conduct a special function requiring the expenditure of considerable or unusual funds. He shall be responsible for obtaining approval of his budget from the Board before committing any expenditures.

    F. No Special Interest Group shall be financially assessed by the PACC, nor interfered with in the financial handling of its group interests.

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    Article XI
    Board of Directors

    A. The Board of Directors shall consist of:

    1. President
    2. Executive Vice President and Secretary
    3. Vice President for Programs and Facilities
    4. Treasurer and Assistant Secretary
    5. Vice President for Communication
    6. Vice President for Member Education

    7. Three (3) at-large Board members, each elected for a term of three years, staggered to replace one each year.

    8. The immediate past President for a one-year term after completing his last term as President.

    9. The immediate past Treasurer for a one-year term after completing his last term as Treasurer.

    10. One member appointed by each Special Interest Group whose membership includes at least ten (10) percent of the individual members of the PACC. An individual member may be affiliated with more than one Special Interest Group however his primary SIG affiliation as recorded in the PACC membership roll shall be used to determine which Special Interest Groups are entitled to representation on the Board of Directors. Thus each individual member is counted only once in determining SIG representatives on the Board of Directors. A SIG may appoint a director whenever the above membership requirement is met. Such directors shall serve until the next Annual Meeting of members.


    B. In the event of vacancy in any of the six elected offices the Board shall choose a successor. Vacancies of at- large memberships shall be filled by vote of the regular membership. Vacancies of SIG representatives shall be filled by the SIG.

    C. All members of the Board of Directors must be individual members in good standing to be eligible to vote at board meetings and to continue in office.

    D. If a director or officer fails to attend the regular meetings of the Board of Directors for three (3) consecutive months his office may be declared vacant by the Board.

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    Article XII
    Officers

    A. The officers of the PACC shall be:

    1. President
    2. Executive Vice President and Secretary
    3. Vice President for Programs and Facilities
    4. Treasurer and Assistant Secretary
    5. Vice President for Communication
    6. Vice President for Member Education

    B. The term of each office shall commence at the close of the Annual Meeting of the membership, and continue until the close of the next Annual Meeting of the membership and until his successor shall have been elected and qualified.

    C. The President may not run for or be elected to the office of President more than twice in three years, in addition to appointment to fill an unexpired term due to vacancy.

    D. The Board of directors may, by a two- thirds vote of the members of the full Board of Directors remove an officer or director for failure to perform the duties thereof or for other cause.

    1. This shall not be done until after the officer has been given written notice at least two (2) weeks in advance that a motion to remove him from office has been proposed, the reasons for the proposed action, and been given the opportunity to explain the offending action at the next regular meeting of the Board of Directions.

    2. Removal from office shall not abrogate an individual's rights as a member.

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    Article XIII
    Election of Officers

    A. A nominating committee of at least three persons including at least one non-Board member, shall be selected by the Board of Directors for the purpose of nominating a slate of candidates for office.

    B. At the Annual Meeting for the election of officers a member of the committee shall present the slate of candidates. He shall then announce the names of any additional persons who have expressed interest or willingness to serve in particular offices. He shall then ask for any additional nominations from the floor, and shall present all names of candidates for each office prior to the vote for that office. Persons nominated from the floor must either be present or have expressed their willingness to serve, in writing.

    C. Candidates for office shall be regular voting members of the organization, at least eighteen years of age.

    D. Elections for all offices shall be by simple majority of those votes cast.

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    Article XIV
    Duties of Officers

    A. The President shall be the executive head. He (see note below) shall preside at all Annual and Special meetings of the membership and meetings of the membership and meetings of the Board of Directors. He shall present his goals and policies to the Board, and upon their approval shall be responsible for execution of said policies and actions to attain the goals during his term of office. He shall see that appointments of necessary individuals or committees are made in a timely manner by the officer who is responsible for such action. He shall review the actions of the officers for consistency with the policies established by the Board of Directors and these By-Laws.

    B. The Executive Vice President and Secretary shall perform all the duties of the President during the President's absence or inability to perform them. He shall be responsible for the preservation and maintenance of the permanent records of the PACC. He shall be responsible for the filing and content of all reports or documents required by law. In the execution of his duties he may appoint a Recording Secretary or such other assistants as may be approved by the Board. He shall be responsible for obtaining any legal counsel required, and shall be responsible for obtaining a neutral auditor satisfactory to a majority of the Board for the performance of an annual audit of the financial records of the PACC within two months after the election of officers. A summary of the auditor's report shall be published in the official newsletter upon submission.

    C. The Vice President for Programs and Facilities shall be responsible for the polling of the Board and the membership to determine and plan for programs, topics, and speakers to improve the usefulness and informational value of the regular meetings. He shall have the primary responsibility for executing said plans, within any budgetary limitations set forth by the Board, and within the constraints of the non-profit status of the PACC. He shall provide and encourage the use of a meeting format which recognizes the importance of the various SIG's, including giving each of them the chance to speak to the attendees. He shall appoint and work with the Facilities Manager, whose responsibilities shall include the providing of a suitable meeting place, the policing and protection of the facility while in use by the members, and provision of such amenities as may be authorized by the Board for meetings of the members.

    D. The Treasurer and Assistant Secretary shall be responsible and accountable for managing the funds of the PACC. He shall provide and have published in the official newsletter a summary of the financial condition of the PACC. Any major ongoing financial activity shall be specifically authorized by the Board, and shall be accounted and reported separately from the general fund of the organization. Any fund established by a SIG shall be considered to be wholly owned by that group, and not a part of, or concern of, the organization. The Treasurer and Assistant Secretary shall be responsible for maintaining accurate and complete financial records of the organization, and for preparation for filing of all financial statements required by government authorities. He shall make them available to auditors or interested members at reasonable times and places. He may appoint assistants having such authority as is approved by the Board.

    He shall be responsible for the maintenance of a listing of past and present members of the organization, of all classes. These records shall act as a mailing list, and in addition, shall record the dues status, as well as SIG affiliations, and pertinent and useful data supplied by the individuals.

    E. The Vice President for Communications shall be responsible for the PACC's involvement in all forms of communication including, but not limited to, the official newsletter, electronic communications, and public relations. Subject to the approval of the Board he shall appoint or serve as the editor or publisher of the newsletter and shall assure its publication and distribution in a timely manner. He shall monitor or participate in operation of any electronic communications authorized by the Board to officially represent themselves as functions of the PACC. He shall be responsible for submitting a budget for any costs associated with these functions of the PACC. He shall be responsible for submitting a budget for any costs associated with these functions and for monitoring the location and use of any assets of the PACC for these purposes. He shall provide for and promote contact with all media for the purpose of disseminating publicity about the activities, schedules and accomplishments of the PACC and its individual members. All of these activities shall be subject to review by and within budgets established by the Board.

    F. The Vice President for Member Education shall determine the needs of individuals and groups from novice to expert levels in the PACC. He shall propose for Board approval from time to time such programs, seminars, books, periodicals, literature, electronic recordings, etc. as he feels will be particularly beneficial to the members. Upon approval and funding by the Board, he shall proceed to carry out said plans. These may upon approval include facilities such as libraries, computer and/or laboratory workshops, all for non-profit use by members, institutions of government, education, or business.

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    Article XV
    Committees

    The Board of directors may from time to time establish or abolish such Standing Committees as it deems desirable for the furtherance of the PACC's purposes. Requests for action regarding any committee may be submitted by any officer, but only an action by the Board can establish or abolish a committee.

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    Article XVI
    Official Publications

    An official newsletter, so identified in its masthead, shall be published from time to time by the PACC. It shall be considered an acceptable and official means of conveying written notification to members as required in these By-Laws.

    The official newsletter shall be sent to all individual and honorary life members of the PACC. The Board of Directors may authorize mailing of the newsletter to such other persons and organizations as they feel may benefit the purposes of the PACC.

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    Article XVII
    Special Interest Groups

    A special interest Group (herein SIG) is a group of individual members with an interest in a particular area of personal computing (e.g. specific manufacturer's hardware, type of operating system, or topic (education, stock market, etc.). Such a group may include members and non-members of the PACC.

    Any aggregation of three or more individual members with an announced interest in a specific Computer-related discipline or Hardware definition may ask the Board of Directors for recognition by the PACC as a SIG. Such groups will be promoted and assisted toward the achievement of their announced purposes, and will not be restricted nor circumscribed in any ethical pursuit.

    Affiliation of SIGs with the PACC:

    1. The Board of Directors will establish requirements for recognition of Special Interest Groups. SIGs shall adopt rules in harmony with these By- Laws, and upon recognition by the Board may publicly identify themselves with the PACC.

    2. SIGs may not obligate the PACC without the prior written approval of the Board of Directors.

    3. The Board of Directors may by a two-thirds vote revoke the recognition of any SIG which violates these By- Laws or the published requirements for recognition of affiliated SIGs.

    a. This shall not be done until after the SIG representative has been given written notice at least two(2) weeks in advance that a motion to revoke the SIG's recognition has been proposed, the reasons for the proposed action, and been given the opportunity to explain the offending action at the next regular Board meeting.



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    Article XVIII
    Prohibition against sharing in PACC earnings

    No member, committee member, officer, employee or other person, whether or not connected with the PACC, shall receive at any time any of the net earnings from its operations. This shall not, however, prevent the payment of reasonable compensation for services rendered to or for the PACC in effecting any of its purposes.

    No private person shall share in the distribution of any of the PACC assets upon dissolution of the PACC.

    Upon dissolution:

    1. All members of the PACC shall be deemed to have expressly agreed upon such dissolution, or conclusion of the affairs of the PACC. All of its assets then remaining in the hands of the Board of Directors shall be paid over to exclusively scientific, educational or charitable institutions.

    2. The Board of directors may determine the amounts and proportions of such assets to be distributed, and what institutions shall receive them, and may impose terms and conditions with respect to the use of such assets.



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    Article XIX
    Procedure

    Whenever applicable, Robert's Rules of Order, revised, shall determine the conduct of business in all meetings of the PACC and of its governing bodies, and committees, except where these rules would be inconsistent with the Articles of Incorporation and these By-Laws.

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    Article XX
    Code of Ethics

    As interested parties in promotion of the art of personal computing, and being in the public eye, members of the PACC realize that we must individually and collectively strive to maintain the highest attainable level of ethical standards. The code of ethics shall be subject to monitoring and interpretation by the Board of Directors. Each member shall be responsible for upholding the By-Laws of the PACC, and should endeavor to aid the PACC Officers and Directors in the efficient execution of their duties.

    Each member of the PACC shall conduct himself in such a manner as to retain the respect and commendation of fellow PACC members and the general public. He shall respect the dignity of the computer novice with the same regard as his peers.

    No member shall knowingly violate existing State and/or Federal laws governing the PACC with respect to copyright and software licensing. Violation of these statutes in any connection with the PACC is specifically prohibited.

    Each member shall propagate the beneficial characteristics of the hardware and software with which he is familiar as well as their less desirable traits. This is consistent with the continuing effort to supply PACC members with enough information to make decisions in regard to their own applications. Members should carefully guard against conflict of professional interest with involvement in the PACC.

    Only through the integrity of each member can the highest purpose of the PACC be served. Each member shall adhere to the By-Laws of the PACC and support the objectives and purposes contained therein.

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    Article XXI
    Liability of directors

    To the extent permitted by law each director and the heirs, executors, and administrators of such directors shall be indemnified by the PACC against expenses, including attorneys' fees reasonably incurred by such director in connection with any claims, action, or suit, or proceeding to which such director may be made a party by reason of being or having been a director, including any judgment rendered against him and any amount paid by him in reasonable settlement of such claims, action, suit, or proceeding.

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    Article XXII
    Amendments to By-Laws

    These By-Laws may be repealed, replaced or amended and new By-Laws may be incorporated as follows:

    1. Any Individual Member may make a written proposal for a By-Law amendment. Any amendments so proposed shall be referred to the Board of Directors, which shall recommend acceptance or rejection. Where adoption of the proposed amendment is recommended by the Board of Directors it shall be submitted by mail to all individual and honorary life members for acceptance or rejection, and unless disapproved by 25% of the members within sixty(60) days from the date of mailing of the notice of the proposed amendment, the proposed amendment shall thereafter have full force and effect. Where rejection of a proposed amendment is recommended a notice of the proposed amendment and the fact of the Board's recommendation for rejection shall be published in the newsletter within thirty days.

    2. When a special meeting is called for the purpose and the proposed amendment is published in the notice of the meeting a vote of the members shall be taken.

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    Note: In accordance with accepted English grammar the masculine gender is used throughout this document. Whenever used it shall be understood to refer to persons of either sex.

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