AUG By Laws

Acumatica Users Group Southeast (AUGSE)

By-laws adopted:

DRAFT

ARTICLE I.

NAME

Section 1. Name

The name of this organization shall be “Acumatica User Group Southeast” (AUGSE)

Section 2. Membership

The corporation shall have members

Section 3. Dissolution

Provisions regarding the distribution of assets on dissolution are:  After all obligations of the AUGSE are met, remaining assets are to be donated to a charity agreed on by the board.

 

ARTICLE II.

PURPOSE

Section 1. General

The AUGSE shall be a non-stock, nonprofit organization and shall not have or issue shares of capital stock.

Section 2. Purposes

The purposes of the AUGSE (AUGSE Purpose) shall be to provide the premier forum for all users and vendors of Acumatica products and services and in furtherance thereof, to undertake the following:

  1. Exchange information and ideas concerning the implementation and use of Acumatica products and services
  2. Support the effective usage of Acumatica products and services
  3. Create an environment whereby members can get information from Acumatica and other sources with regards to the functionality and use of the software package
  4. Communicate to Acumatica users in all areas of interest
  5. Identify and influence future product direction of Acumatica
  6. Create and maintain a formal user’s group structure that will facilitate the purposes of the AUGSE
  7. Perform and do any and all such other acts as may be necessary or desirable to carry out the AUGSE Purposes as determined by the Board of Directors (Board)

 

ARTICLE III.

MEMBERSHIP

Section 1. Membership Eligibility and Representation

Membership may be granted to any individual, partnership, corporation or organization that: (i) is interested in and agrees to support the AUGSE Purposes and activities of the AUGSE; (ii) agrees to abide by the Bylaws and such other canons, rules, and regulations as the AUGSE may adopt; and (iii) meets the additional criteria established for each category of membership in the AUGSE as follows:

  1. Members shall be restricted to designated employees and representatives of business entities which hold one or more valid licenses for Acumatica software products. Membership may be withheld for any individual, partnership, corporation or organization that is deemed to be a competitor of Acumatica, or any person or entity that is considered to have a conflict of interest that would make membership inappropriate.  The determination as to whether membership shall be awarded is at the sole discretion of the Board.
  2. Members shall be eligible to vote, hold office and serve on the Board and/or committees as chairpersons or committee members. This includes prior employees and evaluating customers
  3. Vendor members shall be restricted to business and software consultants, suppliers/vendors, partnership, corporation, organization and other persons whose business and interest in membership are consistent with the AUGSE Purpose. Vendor members shall be entitled to all the privileges held by members.  The Board reserves the right to restrict membership of any business partner to a maximum of three individuals per entity.
  4. Evaluating Members – Board has the right to request proof of credentials allowing membership

 

 

 

Section 2. Affiliated Companies

Autonomous divisions and/or subsidiaries of Corporate Members may apply separately for full active membership.  However, no more than one (1) representative from the affiliated company may serve on the Board of Directors at any one time.   If members become merged, acquired, or otherwise consolidated with another member, and continue to operate under distinguishing business names and retain their public identities through advertising, marketing and/or exhibiting, they shall hold separate memberships.  However, any member that has become merged, acquired or otherwise consolidated must meet all of the criteria listed in Section 1. Membership Eligibility and Representation.

 

Section 3. Proxy

Any member or official representative who is entitled to vote on a matter may authorize another person or persons to act for him or her by proxy.

Section 4. Resignation

Members may resign from the AUGSE at any time by removing yourself from subscription to the group on the Official AUGSE Website.  Members of the Board are requested to give at least thirty (30) days notification.

Section 5. Termination of Membership

Membership in the AUGSE may be terminated for cause.  Sufficient cause for such termination of membership shall be a violation of the Bylaws or any rule, canon or practice of the AUGSE.  Expulsion shall be by two-thirds vote of the Board of Directors, provided, however that the member has been notified at least fifteen (15) days before final action is taken.  In addition, the membership of any member who becomes ineligible for membership or who shall be more than ninety (90) days in default in payment of any dues or charges shall be terminated automatically.  In special circumstances, the Board may delay such termination.

 

ARTICLE IV.

ANNUAL MEMBERSHIP DUES

Section 1. Dues

The annual membership dues for each class of member, the time for paying such dues, and other assessments, if any, shall be determined annually by the Board .  The annual membership dues for the AUGSE shall cover expenses incurred for mailings, membership drives, website expenses, meeting room charges, catering fees, food and refreshment breaks, audio/visual needs, speakers, travel, legal & tax fees, prizes or additional expenses that are beneficial to the group.  Dues may be prorated for new members who desire to join the AUGSE during the fiscal year.

The Board may, from time to time, vote to impose a one-time assessment to cover expenses that are incurred after a vote by the membership.  A two-thirds vote must be obtained before any assessment or additional charge can be imposed on the AUGSE as a whole.

The AUGSE may charge a fee to any member requesting unique or individual services, actions or content that requires a cost to the AUGSE.  The fee shall cover any actual costs plus any administrative costs incurred.  All fees to be approved by the member, in writing, prior to services being performed or billed.

Section 2. Dues in Arrears

The Treasurer shall notify members that are one month in arrears and request payment of annual membership dues.  If annual membership dues are not paid within thirty (30) days of notification, the member shall be automatically dropped from the membership of AUGSE and not allowed entry to the meetings.  No dues or fees shall be refunded to members except at the discretion of the Board.  The Board of Directors may, at their discretion, may reinstate membership after all delinquent dues and fees are paid.

The Board shall, twice per year, publish a listing of all paid members to the membership.

Section 3. Refunds

The AUGSE is a not-for-profit organization.  The group makes commitments to, signs agreements with, and is obligated to pay for meeting rooms, audio-visual, food and refreshments and other expenses associated with the planning and delivering of a quality AUGSE meeting experience.  As a result, no refunds will be giving to members who have paid their dues unless membership is cancelled 90-days prior to any event for which costs have been incurred or committed.  All refunds shall be prorated to the end of the current fiscal year.

 

ARTICLE V.

CODE OF ETHICS

Section 1. Vendor Sales Contacts

There shall be no vendor-initiated sales contacts with any attendee at any AUGSE meeting or function.  Customers may seek out vendor contact.

Section 2. Vendor Displays

There shall be no vendor software displays or vendor demonstrations at any AUGSE meetings or functions unless scheduled and approved in advance by the Board.

Section 3. Offers of Employment

Offers of employment are not to be made or solicited at any time during any AUGSE meeting or function.

Section 4. Violation of Code of Ethics

Any company or contact information, obtained from the AUGSE meetings or functions (such as a company name, contact name, mailing address, email address, company phone number, company fax number, direct phone number, or a direct fax number) may only be used for user group business.  Any violation may result in termination of membership.  The Board reserves the right to determine if any activity is in violation of either the letter or spirit of the Code of Ethics, and my revoke any membership for violations thereof.

The Board of Directors will in no way mediate issues between members.

 

ARTICLE VI.

MEETINGS

Section 1. Fiscal Year

The fiscal year of the AUGSE shall be January 1 through December 31 of each given year.

Section 2. Regular Meetings

The regular meeting schedule for the upcoming fiscal year shall be set in the first sixty (60) days of the New Year by the Board of Directors in conjunction with Acumatica or other members providing or expected to provide speakers or other key resources or information during the year.  The Board reserves the right to change any date set due to scheduling issues during the year.  An annual meeting of the Members for receiving reports, and for such other business as may properly come before the Members, shall be held at such day, time and place as may be determined by the Board.

Section 3. Special Meetings

Special meetings may be called by the President or upon written request of three (3) members of the Board of Directors or upon written request of any ten (10) members of the Organization.  The purpose of the meeting shall be limited to those issues stated in the call.  Unless the call specifically requests an emergency meeting, at least ten (10) days notice must be given in order to accommodate volunteer schedules.

Section 4. Quorum

The presence in person or by proxy at each meeting shall constitute a quorum for issues voted upon during that meeting.

Section 5. Action by Majority Vote

The majority vote of the Members present in person or by proxy at a meeting at which a quorum is present shall be the act of the Members on any matter submitted to the Members for action (including without limitation any merger, consolidation or dissolution of the AUGSE), except where otherwise required by law or these Bylaws.

Section 6. Written Consent

Voting by written consent shall be permitted, in lieu of a vote at a duly called meeting, for any type of business, including the election of officers.  The act of a majority of more voting members returning ballots by a certain date, assuming the number of ballots received constitutes a quorum, shall be an act of the members.

 

ARTICLE VII.

BOARD OF DIRECTORS DUTIES

Section 1. General Powers

The affairs of the AUGSE shall be managed by the Board, which shall have supervision, control and direction of the affairs of the AUGSE, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote the AUGSE Purpose and shall have discretion in the disbursement of its funds.  The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. Composition

The Board shall consist of of the President, Vice President, Secretary, Treasurer, Vendor Liaison, and Members at-large (Content Leaders).  A board member can hold more than one position.

Section 3. Eligibility, Election and Term of Office

Any member in good standing and holding a valid membership shall be eligible for nomination and election to the Board of Directors.  Directors shall be elected annually by the membership as set forth in Article IX of these Bylaws (Nominations and Elections).  Directors shall serve for a term of two years and until their successors shall be duly elected, unless they resign, are removed, or are otherwise unable to fulfill their term.  Directors shall assume office at the first Board of Directors meeting of the new fiscal year.  Board members who switch from a member status to a Vendor Member may remain on the Board in a non-voting capacity for the remainder of their elected term; at that time, that person may run for the Vendor Board position if open.

Section 4. Vacancies

A vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, shall be filled for the remaining period of the unexpired term(s) by the Board of Directors

Section 5. Resignation or Removal from Office

A Director may resign at any time by giving written notice to the President. A thirty (30) day notification is requested.  A Director may be removed from office for cause by a majority vote or the remaining voting members of the Board.

Section 6. Regular Meetings

The Board may provide, by resolution, the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.

Section 7. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or by any three Directors

Section 8. Place and Time of Meetings

All meetings of the Board shall be held at such time and place as the Board of Directors may determine.

Section 9. Notice

The Board will make every attempt to give at least five (5) business days notice prior to a Notice of a Special Meetings of the Board of Directors.  Such notice will specify the date, time and place of the meetings.

Section 10. Quorum

A majority of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, a majority of those directors present may adjourn the meeting without further notice.

Section 11. Video, Telephone and Electronic Conferences

Members of the Board, or any committee designated by the Board, may take any action permitted or authorized by these Bylaws pursuant to meeting by means of video, telephone or electronic conference provided all persons participating in a meeting can communicate with each other.  Participation in a meeting by any means outlined in this subsection shall constitute presence in person at such meeting.

Section 12. Written Consent

Any action requiring a vote of the Board may be taken by written consent.  The action taken shall be effective upon the majority written consent of the Directors.  Written consent may be provided via e-mail.

Section 13. Compensation

Neither Directors nor officers of AUGSE shall receive salaries or other compensation for their services, but the Board of Directors may, by resolution, authorize reimbursement for expenses incurred in the performance of their duties.

Section 14. Director Attendance

Each Director is required to attend at least 51% of all scheduled functions of the Board of Directors.  Such activities may include, but are not limited to, regularly scheduled Board meetings, Board conference calls, strategic planning sessions, and various regional events.  Failure to meet this criteria constitutes grounds for immediate removal for cause.

 

ARTICLE VIII.

BOARD OF DIRECTORS POSITIONS (OFFICERS)

Section 1. President

The President shall have general supervision over the affairs of the AUGSE.  The President shall schedule and preside at all meetings of the AUGSE and the Board.  The President may appoint, with the consent of the Board, a stand-in, committees, task forces and their respective chairpersons.  The President assists in the direction of scheduling presentations at each meeting and works with the Acumatica representatives for meeting dates, topics, room bookings and any other business required.  The President will lead the direction of each scheduled user group event.

Section 2. Vice President

In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall or may perform other duties contained within existing board positions.

Section 3. Secretary

The Secretary shall be responsible for the minutes of each general meeting and shall maintain these records of each meeting.  The Secretary shall also post the minutes of each meeting in a forum approved by the Board and available to the members.  The Secretary shall or may perform other duties contained within existing board positions or as assigned by the President or the Board of Directors.

Section 4. Treasurer

The Treasures shall have charge and custody of and be responsible for all funds, accounts and securities of the AUGSE; shall receive and give receipts for moneys due and payable on behalf of the AUGSE from any sources, and shall deposit all such moneys in the name of AUGSE in such banks as shall be selected in accordance with the provisions of these Bylaws.  The Treasurer shall develop budgets, submit financial reports to the Board and shall be subject to and cooperate with the annual financial review required by these Bylaws or such additional financial review as may be authorized by the Board.  The Treasurer will maintain contact information for all paid members.  The Treasurer will be responsible for all legal filings required by the incorporation of the AUGSE.

While the Treasurer is responsible for the funds, accounts and securities of the AUGSE, the Treasurer is not authorized to approve expenses without the written approval of the President or Vice President, or a majority vote of the Board.  The Treasurer does have signature authority for writing checks to pay AUGSE expenses.

Section 5. Acumatica Representative (to be determined)

One board position will be provided to an Acumatica representative.  This representative will be a member of the Acumatica Senior Leadership team, or a Partner Account Manager acting as their representative.

Section 6. Content Leaders

The Board shall consist of Content Leaders to support the content and direction of each meeting event for both Acumatica.  In addition, a Content Leader may support a specific industry within the membership.

 

Section 7. Vendor Liaison

There may be one position open for a Vendor Liaison to ensure that the direction of the meeting events supports and provides benefit to the Vendor Members.  This position may not have access or use of overall mailing lists and data pertaining to the customer memberships.

 

ARTICLE IX.

NOMINATIONS AND ELECTIONS

Section 1. Nominations

The Board of Directors shall receive nominations from the membership for open positions on the Board prior to the last meeting of the year.  The Board will review nominations and present to the Members a slate of candidates for election.  During the 3rd Quarterly meeting there will be a call for nominations.

Section 2. Election

Election will take place by vote with all members present during the last meeting of the year and announced within 30 days thereafter.

 

ARTICLE X.

CONTRACTS, CHECKS, DEPOSITS AND BONDING

Section 1. Contracts

The Board of Directors may authorize any officer or officers of the AUGSE to enter into any contract or execute and deliver any instrument in the name of and on behalf of the AUGSE and such authority may be general or confined to specific instances.  All officers must sign “as agent of AUGSE” to be protected under the corporate veil.

Section 2. Checks

All checks for the payment of money or other evidences of indebtedness issue in the name of the AUGSE shall be signed by such officer or officers of the AUGSE as defined in ArticleVIII, and in such manner as shall be determined by resolution of the Board of Directors.  In the absence of such determination by the Board, such instruments shall be signed by the Treasurer.  At least two officers, one being the Treasurer, must be authorized signers on the AUGSE checking account and all additional accounts assigned.

Section 3. Deposits

All funds of the AUGSE shall be deposited to the credit of AUGSE in such banks as the Board may select.  Board is responsible to take steps as necessary to ensure that bank does not charge unreasonable fees or other expenses to maintain the AUGSE accounts and that bank is competitive in offering interest or other benefits to the group.

Section 4. Bonding

The Board of Directors may provide for the bonding of its officers of the Board of Directors if determined this is appropriate.

 

 

ARTICLE XI.

INDEMNIFICATION

The Acumatica User Group Southeast shall indemnify of all directors and agents of the AUGSE to the full extent permitted, and shall be entitled to purchase insurance for such indemnification to the full extent as determined by the Board of Directors.

 

ARTICLE XII.

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Board of Directors, provided that at least thirty (30) days notice to the membership is given of intention to alter, amend or repeal these Bylaws and to adopt new Bylaws prior to the specified date of the vote.

 

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