Constitution of the Stanford Palo Alto Macintosh Users' Group

Article I. Name

1. The name of this organization shall be "Stanford Palo Alto Macintosh Users' Group" hereafter designated "SMUG."


Article II. Purpose of Organization

1. The objective of this organization shall be to provide education to the general public on personal computing, and to encourage interest and use of personal computing.

2. The means of providing such education includes, but is not limited to, public meetings and lectures, publications and other public information services and materials.


Article Ill. Eligibility for Participation In SMUG

1. Full membership In SMUG is open to anyone paying full annual dues.

2. Full participation is open to all full members. Full participation shall include the right to vote for officers, admittance to all SMUG meetings, and a share of any other service provided by SMUG.

3. Full membership shall end after one year of services.

4. Special membership may be established in the bylaws, and may include all or part of full membership rights.


Article IV. Structure of Organization

1. Board of Directors

a. The Board of Directors shall consist of the President of SMUG and four Members-at-Large.

b. The Directors shall perform the duties described in the parliamentary authority and this Constitution.

c. No person shall be elected Director if they are not a member of SMUG, and no member shall hold more than one Director's post at a time.

d. The President of SMUG shall be chairperson of the board. The President of SMUG may appoint one of the other Directors acting chairperson of the board.

2. Board of Officers

a. The Board of Officers shall consist of the President, Treasurer, and Secretary of SMUG, plus all officers appointed by the President.

b. The officers shall perform the duties described in the parliamentary authority and this Constitution.

c. No person shall be appointed officer if they are not a member, and no member shall hold more than one officer's post at a time.

d. The President of SMUG shall create appointed offices, and may remove an appointed office if it is empty. The President of SMUG shall designate the term of office, which shall not extend beyond the term of President.

e. The President of SMUG may appoint officers to any open appointed office.

3. Elections and Terms of Office

a. The President shall be elected by ballot at the annual meeting to serve a term of two years, and until their successor is elected. The President's term of office shall begin upon adjournment of the annual meeting.

b. Directors shall be elected by ballot at the annual meeting. The Directors receiving the most votes up to the number of positions open shall be Directors. Directors shall serve terms of two years, and until their successors are elected. This first year, however, the two Directors elected who received the least votes will serve one year terms and until their successors are elected. The Director's term of office shall begin upon adjournment of the annual meeting.

c. The Directors will elect at their first Directors' meeting after each annual election from among the four at-large Directors one to be Treasurer and one to be Secretary. The Directors elected to these offices shall hold these offices for a term of one year, and until their successors are elected.

d. Officers may be removed by a four-fifths vote of the Board of Directors upon recommendation of the President of SMUG. e. Directors may be removed by a two-thirds vote of voting members attending at any business meeting, provided the person subject to recall has been notified in writing at least 30 days prior to the meeting where the vote is to take place. For purposes of recall, the President is considered a Director.

f. In the case of a vacancy in the Board of Directors, the Board of Directors shall immediately move to fill the directorship following the procedures outlined in the bylaws.

4. Duties and Powers of SMUG Officials

a. The President of SMUG performs duties normally associated with the leadership of a voluntary, nonprofit organization, and shall have the power to appoint people to temporary positions with full powers of those positions until the next business meeting.

b. The Board of Directors shall have authority to set Bylaws and to make policies and resolutions.

c. The Board of Officers shall have authority over all affairs of SMUG, except where restricted by the Articles of Incorporation where they may apply, by the Constitution, by the Bylaws, by policies, or by law.


Article V. Meetings

1. SMUG shall hold a general meeting each month on such date as specified by the Board of Directors. The person leading the general meeting shall open up a business section at each general meeting.

2. The business section of the June general meeting shall be known as the annual meeting, and shall be for the purpose of electing officers, receiving annual reports, and conducting any other business that may arise.

3. A special meeting may be held upon the call of the President of SMUG, or on the written request to the Board of Directors by any twenty members of SMUG. A notice of this meeting shall be sent to all SMUG members, and the purpose of the meeting shall be set forth in such notice.

4. No notice shall be required for business conducted during the business section of the general meeting, except for the annual meeting.

5. Notice for the annual meeting shall be mailed at least 10 days in advance. Notice for a special meeting shall be mailed at least 10 days in advance.

6. Ten percent of the membership shall constitute a quorum.


Article VI. Bylaws

1. The Board of Directors shall approve a set of Bylaws, based on this Constitution, which provide detailed directions for operating SMUG.

2. The Bylaws shall include procedures for implementing requirements of this Constitution where such procedures are not described in this Constitution, including procedures for holding board meetings and for establishing standing rules.

3. The Board of Directors shall publish the proposed Bylaws, and announce a date for the business meeting at which the Bylaws shall be discussed and approved by the membership.

4. The Bylaws shall be approved on a simple majority vote of voting members at the business meeting at which they are presented.

5. The Board of Directors shall have the power to amend the Bylaws after their approval by a two-thirds vote of Directors present. Changes to the Bylaws shall be published in the next SMUG Newsletter.


Article VII. Parliamentary Authority

1. The rules contained in the Modern Edition of "Robert's Rules of Order", Berkeley Edition, August 1989, shall govern SMUG in all cases where they are consistent with this Constitution, the Bylaws or any special rules of order SMUG shall have adopted.


Article VIII. Amendment

1. This Constitution may be amended by a two-thirds majority vote of voting members present at any general meeting or special meeting.

2. Amendments shall be proposed by a resolution of the Board of Directors, by a resolution of the Board of Officers or by petition of 1/8 of the SMUG membership.

3. Notice of proposed constitutional amendments must be announced in the SMUG Newsletter in the month preceding the vote on the amendment.


Article IX. Dissolution of SMUG

1. SMUG may be dissolved by a three-quarters vote of voting members present at any business section of the general meeting or at a special meeting. Such vote shall be by ballot. Notice of intent to dissolve SMUG must appear two consecutive Newsletters prior to the vote to dissolve.

2. Assets of SMUG not required to pay liabilities shall be donated to a non-profit organization, subject to the articles of incorporation where they may apply, chosen by a majority vote of the Board of Directors present at the dissolution meeting.





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