OnDemand User Group
Bylaws
Amended October 18, 2007
PREAMBLE
The OnDemand Users Group is a voluntary non-profit association for licensed Content Manager OnDemand customers whose primary mission is to foster exchange of information and ideas associated with the implementation, usage and growth of the OnDemand product.
ARTICLE I: NAME
The name of this association shall be known as the OnDemand Users Group, hereinafter referred to as the ODUG.
ARTICLE II: PURPOSE
The primary objective of the ODUG is to create an environment and network encouraging the exchange and development of information regarding Content Manager OnDemand and its associated products including communication of product needs with IBM and other vendors. IBM and outside vendor participation would be limited to those specifically invited by the ODUG.
ARTICLE III: MEMBERSHIP
Membership is opened to all currently licensed Content Manager OnDemand customers who have an interest in exploring and exchanging new information and ideas associated with OnDemand. Members will consist of organizations willing to share and exchange information. Customers will not be asked to exchange any information that their company regards as proprietary or confidential. There are no dues required for membership.
ARTICLE IV: OFFICERS, BOARDS, COMMITTEES
This ODUG shall have such officers, boards, and committees which are provided for in these Bylaws or which it may deem necessary to establish. The officers shall be: the President, the Vice-President, and the Secretary.
ARTICLE V: PROPERTY RIGHTS
The ODUG may acquire, receive, hold title to and manage such property as may be necessary for the accomplishment of its PURPOSE (Article II), and may sell or otherwise dispose of such property. Acquisition or disposal of such property shall be first approved by the Board of Directors by a two-thirds majority vote.
ARTICLE VI: GENERAL MEETINGS
- General meetings of the ODUG shall be held annually at the discretion of the Board of Directors. Typically this will be the ODUG Conference.
- Every general meeting of the ODUG shall be announced on mailing lists commonly used by ODUG members and, if a working ODUG web site exists, on the ODUG web site. Such announcement shall be made at least 90 days prior to the meeting.
- When a meeting has been properly announced it shall constitute a legal meeting, duly qualified to transact the business which may come before it.
- Questions of parliamentary procedure shall be decided in accordance with Robert's Rules of Order, Revised.
- Order of business
The order of business shall be established by the President in conjunction with the Board of Directors prior to each general meeting. An example of such order of business might be:
1.Roll Call
2.Reading of Minutes
3.Reports of Officers, Boards, and Committees
4.Unfinished Business
5.New Business
6.Elections
7.Presentations
8.Compilation of enhancements
9.Adjournment
- Where items of business require a vote, each licensee of the Content Manager OnDemand product shall have one (1) vote regardless of the number of individuals attending the meeting representing that licensee.
ARTICLE VII: ELECTIONS
The annual election of the ODUG Board of Directors shall be by ballot and shall take place in a general meeting. The candidates for office shall be taken or nominated from the floor. No person shall be nominated without their consent. Nominees from the floor must be present at the meeting or have supplied written consent as acceptance of a specific nomination.
The elected board members shall assume their respective duties on the first day of the month following the date of the election. In the event of a vacancy in any office, the Board of Directors may appoint a successor to serve until the next annual election. Board members shall be elected for the terms specified in these bylaws and shall hold office until their successors have been elected and qualified.
ARTICLE VIII: TERMS AND DUTIES OF OFFICERS AND BOARDS
Board of Directors
The elected Board of Directors shall consist of no less than five (5) members and no more than seven (7) members. The term of this position shall be three years, as referenced in Article VII. The terms of the members of the board shall be arranged so that no more than one-third plus one board members shall be elected in one year.
The Board of Directors shall meet and elect the officers for President, Vice-President and Secretary annually from it's membership within 30 days of the election specified in article VII above. An individual member of the Board of Directors may not hold more than one office concurrently. The results of this election shall be made available to the ODUG membership at large within 10 days of the election.
In the event of a vacancy in the Board of Directors, the board may appoint another member of ODUG to the board, with consent of the appointee, to fill the vacancy until the next election specified in Article VII above.
The Board of Directors shall oversee all official business of the ODUG. A quorum consisting of a simple majority of the board members must be present to conduct official business.
President and Vice-President
The President shall issue calls for meetings of the ODUG, and shall preside at all meetings of the ODUG. The President shall be an ex-officio member of all boards and committees. When possible, the President shall have served as a member of the Board of Directors for at least one (1) year prior to being nominated and elected to the office of President. It is strongly encouraged, but not required, that a nominee for the office of President have previously served as Vice-President or Secretary.
In the event the President is absent or becomes unable to perform the duties of that office, the Vice-President will perform the duties of the President. In the event of a vacancy in the office of President, the Vice-President shall succeed to that office for the remainder of that term.
In the event of a vacancy in the office of Vice-President, the Board of Directors shall elect another member of the board to complete the term of the Vice-President.
Secretary
The Secretary shall keep accurate minutes of the meetings of the ODUG for the permanent record, shall submit those minutes for approval at the following ODUG meeting. The secretary shall maintain a written record of members and their attendance at ODUG Board meetings, maintain the original Bylaws, as amended. The Secretary shall perform those other duties in keeping with the office.
In the event of a vacancy in the office of Secretary, the Board of Directors shall elect another member of the board to complete the term of the Secretary.
ARTICLE IX: LIMITS OF LIABILITY
The ODUG or its members shall not, in any event, be liable for any damages, consequential, incidental or otherwise as a result of information sharing, advice or proposed methods of configuration or usage of products discussed by such members of ODUG.
ARTICLE X: CHANGING THE BYLAWS
These Bylaws can only be amended by submission of a written proposal of the amendment at a general meeting, provided that members of ODUG have been notified of such amendment at least 30 days prior to the meeting at which the amendment will be submitted. A two-thirds majority of those present and voting shall be required for adoption. Any ODUG member may submit a written proposal for amendment to the ODUG Board of Directors.
The Board of Directors shall from time to time review, and if the need arises, submit amendments at the general meeting to adopt, alter or amend these Bylaws.
Punctuation, spelling and typographical errors within these Bylaws may be corrected without consideration of an amendment.
ARTICLE XI: DISSOLUTION
The ODUG may be dissolved by a two-thirds majority vote at a general meeting, provided that members of the ODUG have been notified of such intent at least 90 days prior to the meeting at which dissolution is to be considered. In the event that it has not been possible to hold a general meeting of the ODUG within the preceding 36 calendar months the Board of Directors, as elected at the most recent elections, may declare the ODUG dissolved by a simple majority vote of those present and voting.
Any assets remaining after payment, or provision for payment, of all debts and liabilities, shall be donated, by the Board of Directors, to one or more charities.
ARTICLE XII: NOTIFICATION
Wherein these Bylaws require notification of the ODUG membership, such notification may be performed by e-mailing the known membership directly, postings to official mailing lists of ODUG, or publication on a ODUG web site.
