MLMUG ByLaws

Article I - Name and address of the Association

The name of the association shall be MAIN LINE MACINTOSH USERS GROUP, hereinafter referred to as the ASSOCIATION.

The address of the association shall be PO Box 1374, Southeastern, PA 19399. It may conduct its business at places within and without the area as it may consider appropriate.

Article II - Purpose of the Association

The purposes of the association are as follows:

1. To provide a forum for the exchange of knowledge and experience in personal computers,

2. To provide education, experimentation and support,

3. To communicate to and with the general public,

4. To provide information about Apple computers and associated products,

5. To provide hardware, software, and accessories to its members, especially at reduced prices wherever possible,

6. To be a registered Macintosh User Group with Apple Computer, Inc., through the process specified by Apple,

7. To obtain information from Apple's User Group sources about Macintosh developments, and to pass these along to the members, and to provide feedback to Apple's User Group sources from our Macintosh users, and,

8. To work closely with The User Group Alliance, dealers, other Users Groups, those offering training in Macintosh hardware and software, and those sharing our common purpose.

Article III - Membership

The membership of the association shall consist of those individuals and organizations who have expressed a willingness to abide by the rules of the association, and who:

1. Contribute to the existence of the association by attendance at meetings, sharing of knowledge, and enthusiasm for the purposes of the association,

2. Pay the required dues on time, and

3. Act in accordance with the general consensus of good behavior.

Article IV - Board of Directors

1. The Board of the Directors (Board) shall consist of the Officers of the association (President, Vice President, Secretary, and Treasurer) plus one or more Member(s)-at-Large. They shall serve for a nominal term of one calendar year. Officers may serve as many consecutive terms as the membership chooses to reelect them. Other contributing members may become Board Members, if a majority of the existing Board Members deem it appropriate. These may be permanent or temporary additions. Examples of these are: Special Interest Group (SIG) Directors, Program Director(s), Librarian(s), Circulation Chair, Membership Chair, Shareware Manager, Publicity Chair, Newsletter Editor (see Article VI, item 4), Special Projects Director, Social Secretary, User Group Alliance representative and WebMaster. Officers shall collectively, but not individually, be responsible for the business of the association in accordance with the laws of the Commonwealth of Pennsylvania.

2. The Board, by affirmative vote of a majority of the entire Board, may remove any Board Member who is unable or unwilling to properly and effectively carry out the duties and responsibilities of that office, provided that all directors have received at least two weeks verbal notice of the intention of the vote. This decision will be at the sole discretion of the remaining Board Members. Any board member may resign at any time and such resignation will not require a vote of the Board.

3. A majority of the directors in office shall constitute a quorum at all Board meetings.

4. The election of directors shall nominally occur at the association's December meeting. They shall be elected by a majority vote of those members present at this meeting. Any and all elections may be waived if all then-current directors wish to continue in office, provided no member objects. Any one member's objection for any office will force an election to be held for that office.

5. When a director dies, resigns, or is removed from office, the remaining Board may appoint a director to serve for the duration of the unexpired term. The Board may also call for a Special Election whenever it sees fit.

Article V - Meetings

The purposes of the association are primarily achieved by the holding of monthly meetings of the members. These meetings shall be held monthly whenever possible, at a time and place suitable for such meetings, and as determined by appropriate venue availability, and the economic and physical constraints related to the membership. Attendance at these meetings is encouraged, but shall not be required for continued membership. A quorum will not be required to conduct any association business, and a simple majority of those members present will be sufficient to approve any motion.

The Board shall meet separately at least once per year to conduct the necessary business of the association. Any additional meetings may be called as desired by the Board of Directors. At these meetings, each director will be entitled to cast one vote on any item which may properly come before the meeting. Persons holding multiple offices shall not have multiple votes. To approve any motion will require a simple majority of those present. The only proxy voting allowed shall be in a case where the vote of an absent director is made known in writing, on a specific issue.

Board business may also be conducted by discussions in the form of written communications that are delivered and open to all board members such as through an electronic mail list that keeps an automatic record of all postings and list activities. Votes recorded on such a mail list will serve as an actionable framework until formal adoption by vote at a physical board meeting as in Article V, Paragraph 2.

Article VI - Officers

1. The President shall be the Chief Executive Officer of the association and Chairman of the Board. (S)he shall have the authority to delegate responsibilities to the other officers, but shall retain the ultimate responsibility to the members for the continued and successful operation of the association. (S)he shall also preside over all meetings of the association and the Board unless (s)he delegates this authority to another director.

2. The Vice President shall, in the absence of the President, perform the duties of President and those delegated by the President.

3. The Treasurer shall have the responsibility for the care and custody of the funds of the association, and shall establish in the name of the association one or more bank accounts, as necessary, in a financial institution approved by the Board. The Treasurer shall be responsible for the collection of all monies due the association, shall keep a record of members, and shall disburse all monies necessary to satisfy the legal obligations of the association. Any disbursement in the amount of $100.00 or more shall be approved by a majority of the Board. Continuing disbursements, such as the newsletter costs, may be pre-approved as the Board deems fit.

4. The Recording Secretary shall keep the minutes of Board, attend to and serve notices, and insure that all members are kept informed of association happenings. The Secretary shall have the responsibility, which may be delegated, for the creation and publication of the association's newsletter. The Board may designate a member as Newsletter Editor, which position reports to the Board. The Newsletter Editor may be designated a full Board member, at the discretion of the Board.

Article VII - Miscellaneous

1. The association will have the power to indemnify and hold harmless any director, officer, member or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her designated capacity, except in the case of willful misconduct. The association will have the power to procure insurance for such purposes, if so directed by the Board.

2. The Secretary and Treasurer will keep such books and records as may be necessary for the proper and efficient conduct of its business as well as those required by law. These will be kept on a calendar year basis.

Article VIII - Amendments

1. The Board may amend these by-laws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notification to the membership of at least 14 days, any number of amendments or an entire revision of the by-laws may be submitted and voted upon at a single meeting of the Board and will be adopted upon receiving a majority vote of the members of the Board.

Article IX - Dissolution

1. The association may be dissolved by a majority of the Board at a special meeting called for that purpose after the membership at large has been given a 30-day notification of the intention of such action.

2. Upon the dissolution of the association, and after payment of all known liabilities of the association, the Board will dispose of all assets of the association exclusively for the purpose of the association, by donating any remaining assets to a charitable or non-profit organization, as determined by the then-remaining Board.

Article X - Clause Relationship

1. If any Article or clause of these By-Laws is deemed invalid, that shall not cause any other article or clause to be deemed invalid.