Club Bylaws

Apple C.I.D.E.R., Inc. Bylaws

with changes proposed February 18,1999 by the Bylaws Committee as amended April 14, 1999 by vote of the membership

Article I. Name

  1. The name of this organization shall be the "Apple Computer Information and Data Exchange of Rochester, Inc.," hereafter referred to as "Apple C.I.D.E.R., Inc." or "the organization".

  2. The offices of the organization shall be at 2604 Elmwood Avenue, PMB 163, Rochester, NY 14618-2295.

  3. The official publication of the organization shall be "The C.I.D.E.R. Press", hereafter referred to as "the newsletter."

Article II. Purposes

  1. The purposes of this organization are:
  1. To collect and disseminate information of value and interest to members who share an interest in computers.

  2. To encourage the study of computers and computer-related knowledge.

  3. To provide computer related informational presentations to members, institutions and other individuals.

Article III. Prohibited Activities

  1. No part of the net earning of the organization shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the organization shall be empowered to pay reasonable compensation for services rendered and for expenses validly incurred by members in pursuit of the purposes of the organization. This stipulation shall not preclude the distribution to the membership of the organization, items of moderate value in the form of door prizes or other participation incentives, as long as such distribution is carried out in a manner that is equitable to the entire membership and does not conflict with any provision of the not-for-profit law and the Internal Revenue Code.

  2. No member, director, or officer of the organization shall be financially interested, directly or indirectly, in any agreement relating to the operations conducted by the organization, nor in any transaction for furnishing services, facilities or supplies to the organization for compensation, unless the fact of such interest be known to the Executive Board and unless such agreement or transaction shall be authorized by the members of the Executive Board who have no interest, direct or indirect, in such agreement or transaction.

  3. No substantial part of the activities of the organization shall be an attempt to influence legislation, and the organization shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

  4. The organization shall not carry on any other activities not permitted to be carried on by:

    1. A corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law) or

    2. A corporation, contributions to which are deductible under section 170 of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law).

  5. Apple C.I.D.E.R. disavows all forms of software piracy and copyright infringement. Any items of software maintained and distributed by C.I.D.E.R. for the benefit of its members shall be legally licensed and/or distributable as specified by the author or publisher of the software.

Article IV. Membership

  1. Membership in Apple C.I.D.E.R. shall be open to all persons and organizations who support the aims of this organization as outlined in Article II. In case of question, the Executive Board shall determine the eligibility of an individual for membership in the organization.

  2. Voting membership in this organization shall be divided into two classes:

    1. "Individual Membership"

    2. "Institutional Membership"

      An Institutional Membership shall be exercised through a designated representative of the institution holding the membership.

      Each membership:

      • shall receive one (1) newsletter mailing,
      • shall be issued one (1) membership card
      • shall be empowered to cast one (1) vote at any election or other proceeding.

  3. A "voting member" shall be permitted to cast only one (1) vote at any election or other proceeding. A voting member of the organization shall be:

    1. An individuals who has purchased an individual membership

    2. A designated representative of an institutional membership.

  4. No voting member shall be entitled at any time to cast more than one (1) vote in any election or other proceeding. No voting member shall be permitted at any time to cast any vote by proxy.

  5. The Executive Board shall enact a dues schedule. The Executive Board may at its discretion issue free memberships.

  6. No voting member shall exercise privileges of membership until his or her associated membership dues have been fully paid.

Article V. Meetings

  1. There shall be an Annual Business Meeting of the organization, which shall be held within one hundred and fifty (150) days of the end of the fiscal year at a time and place to be determined by the Executive Board. The Annual Business Meeting shall be for the purpose of electing Officers and Directors of the organization and for such other business as may come before the meeting.

  2. There shall be such additional business meetings as shall be called by either

    1. A quorum of the members of the Executive Board or

    2. By petition of at least ten (10) percent of the voting membership. Such a petition must be presented to the Executive Board at a board meeting or to all Executive Board members individually. Within fifteen (15) days of presentation of such a petition, the Executive Board shall notify the membership of said meeting. The said meeting shall be held within sixty (60) days of presentation of such a petition.

  3. Notice of the Annual Business Meeting or of any special business meeting shall be mailed to the membership at least fifteen (15) days and no more than sixty (60) days prior to the meeting, and shall be included in the newsletter whenever possible. When so included, no separate notice shall be required.

  4. The agenda for the Annual Business Meeting or any special business meeting shall be determined by the Executive Board. Additional items shall be appended to the agenda of a business meeting by petition of at least ten (10) percent of the voting membership. Such a petition shall be presented to the Executive Board at least fifteen (15) days prior to the date of such meeting. Notice of the agenda of a business meeting shall be published to the membership at least fifteen (15) days, but not more than sixty (60) days prior to such meeting.

  5. The presence in person of at least ten (10) percent of the voting membership of the organization shall constitute a quorum for the transaction of business.

  6. In cases of procedural dispute, business shall be conducted according to Robert’s Rules of Order.

  7. Regular meetings of the members shall be held at such time, date and place as may be designated by the Executive Board.

  8. Meetings of special interest groups shall be held at the discretion of participants and with the approval of the Executive Board.

Article VI. The Executive Board

  1. The business of Apple C.I.D.E.R. shall be managed by the Executive Board.

  2. The Executive Board shall consist of voting members of the organization, as follows:

    1. The President, the two Vice Presidents, the Secretary and the Treasurer of the organization.

    2. The willing individual different from these who has most recently served as President of Apple C.I.D.E.R. This individual shall be known as the "Past President."

    3. Directors elected from the voting membership of the club. Such Directors shall not at any time exceed nine (9) in number.

  3. No member shall be eligible to hold more than one Executive Board position at a time.

  4. The term of office for each Officer of the organization and each Director and for the Past President shall be one (1) year. All terms of office shall commence at the Annual Meeting and expire at the appropriate subsequent Annual Meeting.

  5. No individual shall serve in the same office for more than three (3) full consecutive terms. The offices of First Vice President and Second Vice President shall be considered the same capacity in making this determination. There shall be no limit to the number of terms served by each Director.

  6. A member of the Executive Board may resign his or her position by presentation of a written statement of resignation to the President

  7. The Executive Board shall have the power to declare vacant, and not to be filled, the office of any Director whose term of office will expire at the next Annual Meeting. The Executive Board shall also have the power to declare any vacant office of Director fillable by election at the next Annual Meeting.

  8. A member of the Executive Board may be removed from office by a two-thirds (2/3) vote of all other members of the Executive Board.

  9. In the event of a vacancy on the Executive Board arising from a resignation or removal, or from an unfilled office following an election, or in the event of creation of a new board position through a change in these bylaws, the board may appoint an individual to fill the unexpired remainder of the term.

  10. The Executive Board shall have general supervision and control of the affairs of the organization and shall make all rules and regulations not inconsistent with or prohibited by law or by these bylaws for the management of the business of the organization. It shall have installed an accounting system adequate to the requirements of the business, and it shall be its duty to require proper records to be kept of all business transactions.

  11. The Executive Board shall meet within thirty (30) days of its election and shall meet periodically thereafter as deemed necessary by the board.

  12. The time, date and place of all Executive Board meetings shall be published in the newsletter when possible, and such meetings shall be open to all members. Special closed board meetings may be held at the discretion of the board, but the board shall thereafter be responsible to provide to the membership of the organization a general accounting of the nature and purport of any business conducted at such meeting.

  13. For voting purposes, a quorum of the Executive Board shall consist of a majority of the Executive Board members currently holding office. Votes shall be carried by a simple majority of those present and voting.

  14. The Executive Board shall provide an organizational insignia to be used when desirable or necessary for the organization.

  15. The Executive Board shall have the power to determine the fiscal year of the organization, and to change such fiscal year when it determines such change to be in the best interest of the organization.

  16. The Executive Board may designate individual voting members of the organization to hold special responsibilities within the organization and carry out accordant tasks.

Article VII. Officers

  1. The officers of Apple C.I.D.E.R. shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer.

  2. The President shall be the executive officer of the organization. The President shall, subject to the approval of the Executive Board, appoint all standing and special committees except the Nominating Committee and shall be a voting member ex officio of all appointed committees except the Nominating Committee. The President shall preside at all business meetings of the members and at meetings of the Executive Board. The President shall sign all contracts or other instruments that the Executive Board has authorized to be executed. The President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Executive Board.

  3. The First Vice President shall act in the absence of the President, and the Second Vice President shall act in the absence of both. The two Vice Presidents shall oversee and coordinate the efforts of all standing and special committees and special interest groups, and shall perform such additional duties as shall be determined by the Executive Board.

  4. The Secretary shall keep records and minutes of the Executive Board meetings and all annual and special business meetings, shall maintain and house an up-to-date roster of members, shall maintain the organization’s correspondence, and shall perform any and all further duties appropriate to said office. The Secretary may delegate maintenance of the roster to another officer or director for the purpose of convenience. Such arrangement shall receive prior approval of the Executive Board and be noted in the minutes.

  5. The Treasurer shall receive and disburse all funds of the organization subject to these bylaws. The Treasurer shall keep proper books and perform other duties appropriate to said office. The Treasurer shall be responsible for the prompt preparation and submission of all forms required by governmental agencies. The Treasurer shall present a report at the Annual Meeting and at such other times as requested by either

    1. The President

    2. A quorum of the Executive Board

    3. Petition of at least ten (10) percent of the voting membership.

Article VIII. Committees

  1. There shall be a Nominating Committee consisting of either three (3), five (5), or seven (7) members. At least thirty (30) percent of the members of this committee shall not be board members. This committee shall be appointed by majority vote of the Executive Board. The Nominating Committee shall pick a slate of prospective board members, following the procedures outlined in Article IX.

  2. An audit of the organization’s assets and financial transactions shall be conducted following the written request of any two (2) voting members. The audit shall be conducted by an Audit Committee consisting of the Second Vice President and two (2) voting members, neither of whom shall be members of the Executive Board. The two non-board members of the Audit Committee shall be appointed by the majority vote of the Executive Board. The Audit Committee shall present a report to the membership within ninety (90) days following the receipt of the request.

  3. As deemed necessary for the best interests of the organization, additional special committees of the organization may be established and/or abolished by the President with the consent of the Executive Board. The existence and composition of all committees shall be made known to the membership.

Article IX. Elections

  1. Election to open positions on the Executive Board (Officers and Directors) shall be held at the Annual Business Meeting designated in Article V, Section 1. The new board shall assume duties at an organizational Executive Board meeting to be held within thirty (30) days of the election.

  2. Procedures for election shall be as follows:

  1. The Nominating committee shall compose a slate consisting of the names of at least one individual qualified and willing to run for each open office. To accomplish this, the Nominating Committee shall:

    1. solicit from the general membership suggestions for persons to be considered for membership on the Executive Board.

    2. receive recommendations for the slate from the Executive Board.

    3. interview all suggested nominees to determine interest and qualifications.

    Membership on the Nominating Committee shall not preclude appearance on the slate constructed by the Committee.
  2. The Nominating Committee shall present in writing to the general membership, prior to the Annual Business Meeting, the slate constructed by the Nominating Committee along with relevant biographical information.

  3. The name of a member of the organization may also be placed in nomination by presentation of a petition signed by five (5) percent of the voting membership. Such a petition may be presented from the floor at the Annual Business Meeting or to the Nominating Committee previous to this meeting. In case of timely presentation of such petition, the Nominating Committee shall make every effort to include fair notice of the petition in all communications to the membership.

  4. Elections shall be conducted by secret ballot at the Annual Business Meeting. The ballot shall allow for write-in voting for each office. The Executive Board may make provision for absentee voting in elections.

  5. A simple majority of the votes cast for an office shall be required for election to that office.

Article X. Amendments

  1. The bylaws of this organization may be amended, repealed or otherwise altered by a vote of two-thirds (2/3) of the membership present and voting at an Annual Business Meeting or at any special meeting called for that purpose. Notice of the proposed vote and the text of the proposed changes shall be published to the membership at least fifteen (15) but not more than ninety (90) days preceding the meeting, and shall be included in the newsletter whenever possible.

Article XI. Policy

  1. Policies and standard practices governing operation of the organization shall be established by the Executive Board. Formal record shall be kept of all such established policies and practices and shall be made available to members at request. Any modification to existing policy decided upon by the Executive Board shall be published in the newsletter.

Article XII. General Provisions

  1. The organization shall have the power to:

    1. Receive funds and property, both real and personal, by gifts, contributions, legacies, devices or otherwise from individuals, firms, associations, corporations, institutions and foundations.

    2. Hold, invest, reinvest, disburse and distribute such funds and any increases, income and dividends therefrom for any one or more of the purposes of the corporation.

  2. The organization shall have any and all other powers granted by the Not-For-Profit Law of the State of New York or any successor statute, so long as such powers are not expressly and clearly inconsistent with or prohibited by these by-laws.

  3. All checks and drafts in excess of $500.00 must be signed by both the President and Treasurer of this organization.

  4. Expenditure by the organization for any single purpose in excess of $2,000.00 in valuation shall receive prior approval of the club membership.

  5. In the event of disbanding of the organization, club property and funds shall be disbursed for charitable purposes in a manner agreeable to a quorum of the remaining members.

Article XIII. Exception

  1. If any provision of these bylaws is deemed invalid due to conflict with the laws of the State of New York or other applicable statutes, the remaining provisions of this set of bylaws shall not be invalidated thereby.