THE CONSTITUTION OF THE GLENSIDE COLOR COMPUTER CLUB, INC. The Organization shall be known as the Glenside Color Computer Club, Inc. and shall be referred to in this Constitution as "Glenside Color Computer Club". The Glenside Color Computer Club is established as a not-for-profit, educational and scientific organization pursuant to the laws of incorporation for not-for-profit organizations in the state of Illinois and shall be operated in accordance with all regulations and laws governing not-for-profit corporations in that state. The Purpose of the Glenside Color Computer Club is: (a) To stimulate and sustain interest in the Tandy Color Computer in all its forms, and other personal computers as may be set forth in the Bylaws; (b) To promote the cooperation and exchange of information concerning said computers among its members; (c) To conduct programs and activities which promote fraternalism and advance the general interest and knowledge of its members; (d) To support, where practical, the activities of other organizations which promote said computers. The corporation is organized exclusively for educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any subsequent federal internal revenue law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any subsequent federal internal revenue law, or; (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any subsequent federal internal revenue law. Page 1 No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation except as provided in Section 501(h) of the Internal Revenue Code of 1986, and this corporation shall not participate in, or intervene in, (including publishing or distributing statements) any political campaign on behalf of, or in opposition to, any candidate for public office. All corporate property is irrevocably dedicated to the purposes set forth above. No part of the net earnings of this corporation shall inure to the benefit of any of its directors, officers or members or to individuals except for the purpose of reimbursement as noted in the Bylaws. On the dissolution of the corporation, as set forth in the Bylaws, and after paying or adequately providing for the debts, obligations and liabilities of the corporation, the remaining assets of the corporation shall be distributed to such organization or organizations organized and operated exclusively for charitable, scientific, literary or educational purposes which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any subsequent federal internal revenue law. Where there is any conflict between a provision of this Constitution and any regulation or law now in force or hereafter enacted, then such provision of this Constitution shall be deemed to be invalid to the extent of such conflict. The Directors shall adopt Bylaws for the governance of this corporation. Said Bylaws may be amended as provided therein. This constitution may be amended as provided in the corporation's Bylaws. The membership of the Glenside Color Computer Club shall consist of individual and honorary members. The qualifications and rights of such members shall be set forth in the Bylaws. The officers of the corporation shall consist of the President, Senior Vice President, Treasurer, Secretary and other officers as may be authorized in the Bylaws. Such officers may be elected or appointed as set forth in the Bylaws; their terms and duties shall be set forth in the Bylaws. The board of directors shall consist of the President, Senior Vice President, Secretary, and Directors-At-Large. The Directors-at-Large shall be elected as provided in the Bylaws. Article I Article II, Section 5 Article V Article VIII Article IX, Section 1 Page 2 BYLAWS OF THE GLENSIDE COLOR COMPUTER CLUB, INC. The mailing address of the Glenside Color Computer Club (GCCC) shall be the address of the President. Definitions The term "quorum" shall mean the required number and composition of members present at a meeting to make the meeting valid, as follows: For General Meetings of the GCCC, the Chair as defined in Article IX, Section 1, at least two other members of the Board of Directors, and such Individual Members as are present (at least five), shall constitute a quorum. For Board of Director (BOD) Meetings, the President or Senior Vice President, and a majority of BOD members shall constitute a quorum. The term "majority" in regards to voting shall mean: For all meetings of the GCCC, greater than 50 % (fifty percent) of the members of the quorum that have voted, unless otherwise specified. The corporate publication shall hereafter be referred to as the club newsletter, and shall initially be the CoCo ~ 123. The term "Community" shall mean the community of Tandy Color Computer (and related computer) users. Related computers include any computer running the OS-9 or OS-9000 operating systems as well as any other computer deemed appropriate by the membership. Amendments to the Constitution and Bylaws Any Individual BOD Member in good standing may, at any time, move to amend the Constitution by delivering a written "motion to amend" to the Secretary. A motion to amend the Constitution shall be signed by the member making the motion and by at least two seconders, both of whom shall be Individual Members of the GCCC in good standing. Upon receipt of a motion to amend the Constitution, the Secretary shall cause to be published in the Newsletter a copy of the motion, and cause a copy of the motion to be delivered to each member of the Board of Directors. Page 1 ----------------------- Page 2----------------------- Any motion to amend the Constitution shall be dealt with at the General Meeting of the GCCC following delivery of the periodical in which the motion to amend is published. At such meeting, the motion may be passed as delivered, amended, or tabled. No further notice need be given before the consideration of any amendment to the motion. A tabled motion to amend the Constitution may be dealt with at any future General Meeting. No further notice need be given before such additional consideration of any amendment to the motion. Any motion which has been tabled for more than six months without discussion shall be considered to have failed. No amendment to the Constitution shall be effective unless it is passed by a two thirds majority vote of the quorum at a General Meeting of the GCCC. The Bylaws passed pursuant to this Constitution may be amended by a simple majority vote of the quorum at a General Meeting and no notice need be given of a motion to amend the Bylaws; however, a motion to amend the Bylaws must be delivered in writing. As with the Constitution, a motion to amend the bylaws may be tabled for up to six months. A motion which is tabled for more than six months without discussion is considered to have failed. Membership Membership Categories The membership of the GCCC shall consist of the following categories: Individual Members Honorary Members Individual Membership Individual Membership is open to anyone in the Community. Individual Members in good standing are entitled to one vote at General Meetings of the GCCC. Individual Members are entitled to one copy of each issue of the periodical published while the Member is in good standing during the duration of the membership. Page 2 ----------------------- Page 3----------------------- An Individual Member shall be deemed to be in good standing upon payment of the annual individual membership dues of the GCCC. Membership is renewed annually, and lasts through the end of the calendar year. Honorary Membership The Board of Directors may nominate as Honorary Members individuals deemed by the Board to be worthy. An Honorary Membership shall be ratified by a simple majority of the quorum at any General Meeting. Honorary Members have all rights and privileges of Individual Members in good standing. An Honorary Membership term is for the lifetime of the GCCC, unless dismissed as discussed in Article II, Section 5. GCCC Dues Each Individual Member shall pay annual dues in the amount set by the Board of Directors and published in the Bylaws. Dues are non-refundable. Membership dues must be paid upon filling out an application form. Dues may be pro-rated monthly for Individual Members joining for less than a full calendar year. The initial dues shall be as follows: $15.00 US per year for Individual Members residing in Canada and the United States, $15.00 US per year for Individual Members residing in other countries. Membership dues for the following year can be changed at any meeting of the BOD with a majority vote. Dues cannot be changed with less than one month's notice to the membership via the club newsletter or a special mailing. Notice of dues shall be published in the club newsletter within 30 days of the date dues must be remitted. Any member who fails to pay dues to the GCCC shall be deemed to be not in good standing and to have his or her membership lapsed and privileges revoked until such time as the dues are paid. Page 3 ----------------------- Page 4----------------------- Membership suspension and cancellation A member whose membership is cancelled can not again become a member of the GCCC, and may not attend any GCCC functions. A member whose membership is suspended is still a member of the GCCC, but for a period of time as determined by the BOD may not attend any GCCC functions. Any member who is suspended by the Board of Directors as a disciplinary action is deemed to be not in good standing. However, such a suspended member will receive the club newsletter and any relevant correspondence. Reasons for membership suspension or cancellation Piracy Copyright or patent infringement Abuse of club property, club members, or any BBS Theft Conduct deemed sufficiently inappropriate by the BOD A membership may be cancelled only by a majority vote at a BOD meeting. The member is entitled to present a defense at this BOD meeting and should be notified 30 days prior to said meeting. GCCC Executive The Executive The offices shall consist of President Senior Vice President Vice President of Demos and Reviews Vice President of Special Events Vice President of Communications Secretary Treasurer Disk of the Month (DOM) Secretary Club Newsletter Editor The BOD shall consist of: President Senior Vice President Secretary Two Directors-At-Large Page 4 ----------------------- Page 5----------------------- Terms, Duties and Responsibilities of club officers President The term of office for the President shall be one (1) year. This is an elected position. The President shall be responsible to the members of the GCCC for the actions of all officers, in accordance with all applicable laws and regulations, and in accordance with the provisions of the Constitution and Bylaws. The President shall Chair all meetings, as specified in Article IX of this Constitution. A copy of all relevant correspondence received or sent by the President on behalf of the GCCC shall be passed to the Secretary. The President shall schedule all meetings of the Board of Directors. The President shall ensure that the Members are informed of the location of General Meetings through the periodical. The President shall ensure that up to date copies of the Constitution and Bylaws are maintained by the Group, and that copies are available to all members in good standing upon request. A reasonable fee may be charged for copying and mailing costs. The President shall prepare for each issue of the periodical a report of the activities of the executive, and report on any meetings or events sponsored or supported by the GCCC. The President shall supervise members of the appointed offices and shall ensure that they carry out their duties properly. The BOD shall be informed of any problems that may arise. The President shall appoint a member in good standing to the office of Club Newsletter Editor. This appointment must be approved by the BOD by a majority vote. Page 5 ----------------------- Page 6----------------------- The President may, as appropriate, appoint members in good standing to the following offices, said appointments being approved by the BOD by a majority vote. DOM Secretary Sergeant at Arms Vice President of Communications The President will act as a good-will ambassador in relations with vendors and other clubs. Senior Vice President The term of office for the Senior Vice President shall be one (1) year. This is an elected position. The Senior Vice President shall assume the duties of the President in the event that the President is absent or for any reason temporarily unable to fulfill those duties. In the event that the position of President becomes vacant, the Senior Vice President shall assume the position of President until the next General Meeting. A copy of all relevant correspondence received or sent by the Senior Vice President on behalf of the GCCC shall be passed to the Secretary. The Senior Vice President shall coordinate the efforts of the remaining Vice Presidents and report their progress to the Board of Directors. The Senior Vice President shall assist the President as required. Coordinate with the Secretary and Treasurer to produce the necessary financial records for the GCCC. Vice President of Demos and Reviews (VP-D&R) The term of office for the VP-D&R shall be one (1) year. This is an elected position. The VP-D&R handle all software received by GCCC from vendors for demonstration, as well as all demonstrations and reviews, or shall delegate the job. The VP-D&R shall write a review of each demo for the club newsletter, or shall delegate the job. Page 6 ----------------------- Page 7----------------------- The VP-D&R shall be responsible for returning or selling any demonstrated software, according to the wishes of the vendor. If the item is sold, the VP-D&R must see that the vendor is paid. The VP-D&R shall chair the demo and review portion of each General Meeting. Vice President of Special Events (VP-SE) The term of office for the VP-SE shall be one (1) year. This is an elected position. The VP-SE is in charge of all GCCC special events, including but not limited to the annual GCCC club picnic and Chicago CoCoFEST!s. The VP-SE is responsible for handling or delegating any special promotions. The VP-SE will coordinate with other members of the BOD, as appropriate, to ensure that special events stay on schedule. Vice President of Communications (VP-C) The term of office for the VP-C shall be one (1) year. This position is appointed by the President. The VP-C shall maintain an official Glenside BBS as defined in Article VIII supporting the CoCo and GCCC. The VP-C shall maintain a list of known BBSs supporting the CoCo. Secretary The term of office for the Secretary shall be one (1) year. This is an elected position. The Secretary shall be responsible for coordinating the day-to-day correspondence of the GCCC and maintaining a copy of this correspondence. The Secretary shall maintain a record of the minutes from all meetings of the GCCC and shall submit these minutes to the Newsletter Editor for publication. The Secretary shall be responsible for retaining the current membership list of the GCCC. Page 7 ----------------------- Page 8----------------------- The Secretary shall be the Registered Agent for the GCCC for the duration of the term. The Secretary shall submit an activity report to the BOD as requested for BOD and General Meetings. The Secretary shall be responsible for special mailings as required by the President. Treasurer The term of office for the Treasurer shall be one (1) year. This is an elected position. The Treasurer must be of legal age, must be known to be of responsible nature, and must be available to the President by accepted communication methods. The Treasurer shall be responsible for maintaining the financial records of the GCCC. The Treasurer shall ensure that a financial statement is prepared annually for publication in the periodical. A copy of all relevant correspondence received or sent by the Treasurer on behalf of the GCCC shall be passed to the Secretary. The Treasurer shall submit an activity report to the BOD as requested for BOD and General Meetings. The Treasurer shall receive and disburse club monies. Disk of the Month (DOM) Secretary The term of office for the DOM Secretary shall be one (1) year. This position is appointed by the President. The DOM Secretary is responsible for distributing the DOM, and may delegate duplication of the DOM disks. The DOM Secretary is not responsible for collecting DOM dues; this is the duty of the Treasurer. Club Newsletter Editor The term of office for the Club Newsletter Editor shall be one (1) year. This position is appointed by the President. The Editor is responsible for the layout and content of the club newsletter. The Editor is also responsible for duplicating the newsletter and for setting the schedule for the newsletter. Page 8 ----------------------- Page 9----------------------- The Editor will coordinate with the President to ensure that the newsletter remains on schedule and meets the club requirements. The Editor shall submit an activity report to the BOD as requested for BOD and General Meetings. Director-at-Large (DaL) The term of office for the Director-at-Large (DaL) shall be one (1) year. This position is appointed by the President. Any Individual Member in good standing who is not already a member of the BOD may be appointed as a DaL. A DaL shall attend BOD meetings and carry out any BOD business delegated to that individual. Terms, Duties and Responsibilities of the Board of Directors (BOD) The Purpose of the BOD shall be to oversee the general operations of the GCCC, and to set policy. The officers are responsible for day-to-day operations, not the BOD. The BOD shall review all appointed positions annually and at other times as it may see fit, and, if necessary, reassign such position by vote. The President may nominate Members for appointed positions; these nominations must be approved by a majority vote at a BOD Meeting. The BOD shall authorize all expenditures by the GCCC except as otherwise noted in the Constitution or Bylaws. The BOD may, at its discretion, support financially or by other means, the activities of other groups which promote personal computers in accordance with the stated purpose of the GCCC. The BOD may contract for the use of facilities and services as it sees fit to further the stated purposes of the GCCC. BOD decisions are made by majority vote at a BOD Meeting. The Chair may, if necessary, cast a tie-breaking vote. Page 9 ----------------------- Page 10----------------------- If a club officer or Director-At-Large is clearly shown to be unwilling, unable, or incapable of performing the duties of the office, the BOD may tell that officer to step down. If an elected officer other than the President is unable to complete the term, a replacement shall be chosen by the BOD. This appointment will last until the next General Election. Elections Eligibility Any Individual Member in good standing who is at least 21 years of age may run for any elected position. Nominations The date and location of the General Meeting of the GCCC at which the election will be held will be published in the periodical at least one month in advance. Oral nominations are to be made from the floor. A seconder is required. Before closing nominations, the Chair should inquire if there are any further nominations, and if there is no response, the nominations are closed. The candidate must be present and agree with the nomination either at the meeting of nomination or at the meeting where elections take place. If the candidate is not present at either meeting, he or she may only be nominated via a written nomination. Written nominations may be submitted in writing to the secretary prior to the Meeting. Such nominations must be signed by two nominators in good standing, and the candidate if the candidate is not present at the Meeting. Procedure Nominations shall take place each year in or about the month of September at a General Meeting. The voting shall take place the following month, unless voting was delayed until or after the November General Meeting. If there is only one candidate nominated for a position the candidate shall be declared elected by acclamation. All elections shall be conducted by secret ballot of the Members in good standing present at the General Meeting of the GCCC. The individual acting as secretary for the meeting shall read off the names nominated for each position, and the vote taken. Page 10 ----------------------- Page 11----------------------- Ballots shall be counted by two members of the BOD (not the Chair) present at the meeting. If there are not two BOD members present, or if one of the BOD members is running for an office, then the Chair shall appoint impartial vote counters. In the event of a tie for first place between two or more candidates, a run-off ballot will be held between the tied candidates only. If the candidates remain tied after the second ballot then the election for that position will be postponed until the next General Meeting of the GCCC unless one candidate agrees to step down. For all elected positions other than Vice President, only one officer shall be chosen. For the office of Vice President, the three candidates with the most votes shall be chosen as Vice Presidents. When the General Election is completed, the new BOD will assign the three new Vice Presidents to their respective positions. Financial Financial Operations The Treasurer shall be the chief financial officer for the GCCC, and shall ensure, at all times, that the financial affairs of the GCCC are run in a business-like fashion and in strict accordance with all rules governing the financial operations of the GCCC. The Treasurer shall ensure that the Board of Directors is aware of the financial status of the GCCC and all financial dealings carried out on behalf of the GCCC. Group Funds All funds belonging to the GCCC shall be kept in separate bank accounts, and shall never be merged with bank accounts of any club officer. The GCCC General Operations fund shall be organized as follows: The GCCC General Operations fund shall be used by the GCCC officers for the day-to-day operations of the GCCC. All monies received by the GCCC shall be deposited to this account. Page 11 ----------------------- Page 12----------------------- Signing authority for this fund shall be maintained by the Treasurer. Alternate signing authority may be appointed by the BOD. Separate Petty Cash Funds may be maintained by discretion of the President. Petty Cash Funds may not exceed $50.00. Receipts will be required for all expenditures from Petty Cash Funds. When a Petty Cash Fund is created, the Secretary will record the date and purpose for the Fund. The Treasurer will record the amount initially distributed and will keep track of expenditures via receipts. All expenses incurred by the Newsletter Editor for producing the Newsletter will be reimbursed to the Newsletter Editor by the Treasurer on demand. This may be via a Petty Cash Fund, on the discretion of the President. If Newsletter expenses grow beyond the scope of a Petty Cash Fund, the President may ask the Treasurer to create a separate Fund for Newsletter expenses. Signing authority for this Fund shall be maintained by the Newsletter Editor, and the Newsletter Editor must keep records and receipts of all expenditures. At the President's request, the President may be reimbursed up to $100.00 a year for telephone expenses. The President may request at a BOD Meeting that any member be reimbursed for expenses directly related to club operations or club activities. Periodical Publication General The official periodical of the GCCC shall be known as "CoCo ~ 1-2-3". Its purpose is to communicate to members of the GCCC items of interest to the Community, including future GCCC General Meeting dates, times, and locations. The periodical is not a magazine, and should endeavor to avoid being seen as competing with any magazines in the Community. The periodical may make note of products of interest to the Community. Page 12 ----------------------- Page 13----------------------- Commercial advertising may be accepted, but shall not influence the editorial content of the periodical. Non-Members may receive the newsletter at a fee not to exceed $2.00 more than the annual membership dues. Other arrangements and fees can be made with the approval of the BOD. Operation The Newsletter shall be published on a regular basis, with the frequency to be determined by the BOD. The President may determine the frequency of publication if no BOD meeting is scheduled. The Newsletter must be published at least quarterly. Special editions of the Newsletter may be published from time to time, as determined by the BOD or the President if no BOD meeting is scheduled. The Newsletter shall not be published unless sufficient monies are available to cover the expected costs of publication and mailing. The periodical shall be run in accordance with the applicable financial guidelines detailed in Article V. Financial operations of the periodical shall be conducted in accordance with the Constitution and Bylaws. Editorial Content The Newsletter shall publish in the next issue, any editorial material that is provided to it by the BOD, the Secretary, the Treasurer, or the President. Editorial material intended for publication in the Newsletter may be subject to review and approval by the BOD or the President if no BOD meeting is scheduled. Editorial material shall not conflict with the stated purpose of the GCCC. Articles The Newsletter may publish articles submitted to the Newsletter Editor as space allows, however the purpose of the GCCC should be kept in mind. Page 13 ----------------------- Page 14----------------------- Articles intended for publication in the periodical may be subject to review and approval by the BOD. Software Library General The purpose of the software library is to provide a source of quality software to the members of the GCCC. The software library shall be governed under the copyright laws of the United States of America. Operation The GCCC Software Library shall be for the use and benefit of members only. The DOM Secretary shall be responsible for the Software Library. With approval of the BOD, the DOM Secretary may appoint a Software Librarian, otherwise the DOM Secretary is the Software Librarian. The Software Librarian may publish a list of available software in the periodical at no charge. The Software Librarian may charge members for reasonable duplication and mailing expenses, but may not otherwise charge for access to the GCCC Library. GCCC BBSs Glenside BBSs Official Glenside BBSs may be established by the GCCC membership providing the following rules are met: The BOD must approve all Official Glenside BBSs. The name of an official GCCC BBS must include the word Glenside on the log-in screen. Meeting announcements and other GCCC activities must be posted for all callers to read after establishing their accounts and passwords. At no time will the BBS or its operator knowingly distribute copyrighted software without permission of the copyright holder. Page 14 ----------------------- Page 15----------------------- If it is found that an official BBS is knowingly providing or distributing copyrighted material illegally, that system shall be dropped as an official Glenside BBS. If this system is run by the Vice President of Communications, then he or she will be told to step down from that position by the BOD and a new Member will be found to fill the position. GCCC Members may not be charged for access to the BBS, Glenside bulletins, internal mail, or internal databases, but may be charged for special services such as Internet mail or Usenet news. Other Glenside BBSs may be established by the GCCC membership providing the following rules are met: At no time will the BBS or its operator knowingly distribute copyrighted software without permission of the copyright holder. If it is found that an BBS is knowingly providing or distributing copyrighted material illegally, that system shall be dropped as a Glenside BBS. The GCCC may provide cash support to the system operators of official Glenside BBSs. The amount cannot exceed $50.00 per year per system operator. Each system operator must police his or her BBS, including defining a code of conduct. Conduct of General Meetings General Meetings shall be held on the second Thursday of each month, except as designated by the BOD. Meetings shall be held at the Glenside Public Library at 25 East Fullerton Avenue in Glendale Heights, Illinois, unless otherwise announced at a previous General Meeting and/or in the newsletter or special mailing. Meetings start at 7:30 pm and end by 10:00 pm. Meeting times may vary at the discretion of the President or BOD. All meetings shall have a Chair to conduct the meeting. In order of priority, the Chair shall be: The President, The Senior Vice President, or Page 15 ----------------------- Page 16----------------------- A member of the BOD appointed by the President or senior member of the BOD if the President is not present. The Chair may delegate his or her authority when necessary. All meetings shall have minutes taken and passed to the Secretary. In order of priority, the minutes shall be taken by: The Secretary; or Any regular member appointed by the Chair if the Secretary is not present. All meetings should be conducted in accordance with parliamentary procedure as interpreted by the Chair. Parliamentary procedure need not be followed rigorously; the intent is for GCCC Meetings to be impartial and structured without getting bogged down in procedure. The Chair has final say in all decisions. Members may bring to GCCC Meetings friends and/or family members. However, young children must be supervised by the Member who brings them. Responsibilities of the Chair Control of any meeting of the GCCC rests with the Chair. The Chair should: Be familiar with the Constitution and Bylaws of the GCCC, as well as the duties of the chair; Know, and follow, the order of business for the conduct of the meeting; Conduct the meeting in accordance with parliamentary procedure as described in section 1 of Article IX; Ensure that each member has an opportunity to express his or her views but is not allowed to abuse this right. Order of Business Meetings may be conducted in the following order: Call to order by the Chair once the presence of a quorum has been determined by the Chair. Failing the presence of a quorum, the fact shall be noted. Page 16 ----------------------- Page 17----------------------- Old business. Any reports from members of the executive. Any new business. Demo(s). Adjournment. If a motion is presented which Members or the Chair feel requires study, the Chair may table the motion. A motion which remains tabled without discussion for more than six months is considered to have failed. Making a Motion A motion is a proposal that the GCCC take action, or that it express itself as holding certain opinions. A motion may be made by any regular Member of the GCCC in good standing. Motions do not need to be delivered in writing except as specified in the Bylaws; however, it is suggested that motions of major importance be written for clarity and accuracy. A motion must be seconded before it may be considered. In most instances, a motion will be proposed, seconded, discussed, and voted on without any further complications. However this is not always the case. The following actions may occur during discussion; if any occur, they must be voted on before a vote on the original motion may occur. An amendment to the original motion, A motion to table the original motion, A motion to refer the original motion for further study. No motion is in order which conflicts with the avowed object or purpose of the GCCC, or concerns a subject over which the GCCC has no jurisdiction. When a motion has been made, the Chair must consider it to determine whether it is in order. Page 17 ----------------------- Page 18----------------------- Debating a Motion Unless ruled out of order by the Chair, a motion made and seconded is stated to the meeting and becomes a subject for discussion and decision. When moved, seconded and stated to the meeting, a motion cannot be withdrawn or ignored except as noted below. The motion can be resolved only in the following manner: The original mover asks for permission from the meeting to have the motion withdrawn. No other member can ask to have a motion withdrawn; or The motion is tabled; or The motion is resolved by vote. Voting A motion is decided by majority vote of Members present at the General Meeting, except as specified in Article 1, Section 3. Voting may be done by the use of ballots or a show of hands. Members cannot be compelled to vote on a motion, however, they should be encouraged to do so. The Chair of the meeting shall not normally vote, except in the event of a tie. This will help to preserve the impartiality of the Chair. BOD Meetings General Meetings shall be held on an as-need basis, but must be held at least quarterly. Meetings time and place are designated by the President. No actions shall be taken by the BOD unless a quorum is assembled. BOD meetings shall be held informally, and need not follow strict parliamentary procedure. All meetings shall have minutes taken and passed to the Secretary, as specified in Article IX, Section 1. Only BOD members may attend BOD Meetings, except as specified in the Bylaws, or by invitation of any BOD member. Page 18 ----------------------- Page 19----------------------- Special BOD Meetings If the President deems immediate action necessary, a Special BOD Meeting may be called. If it is possible to resolve the issue at a regular BOD Meeting, a Special BOD Meeting is inappropriate. A Special BOD Meeting may be conducted via Telephone conference call Electronic conference Decisions made at Special BOD Meetings are subject to review at following regular BOD Meetings. Minutes are not necessary, but a record of decisions made must be kept. Voting A motion is decided by majority vote of BOD Members. All BOD members get one vote. The President may cast a tie-breaking vote when necessary. If the President is not present and there is a tie, the Senior Vice President may cast a tie-breaking vote. BOD members not present may have their vote cast by proxy. Page 19