IACU - Charter and Bylaws |
International Association of ConCentRICs Users, Inc.Article I - Name: 1.0 Name of the Organization The name of the organization is International Association of ConCentRICs Users, Incorporated (also known as I.A.C.U.) Article II - Bylaws: 2.0 Scope of Bylaws The Bylaws shall provide for the management and governance of the organization. Article III - Purpose 1.0 To provide a forum to discuss changes to the ConCentRICs software system in order to better meet the needs of the users and their facilities. 2.0 To function as a Business League and information exchange medium for various technologies and processes that will allow other facilities to manage their information resources in an efficient manner. 2.1 To serve as the guardians of the source code for the ConCentRICs software system. 3.0 To do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes, or the attainment of the objects, or the furtherance of any of the others incidental or pertaining to, or going out of, or connected with its business or powers, provided the same shall not be inconsistent with the laws of the State of Indiana. Article IV - Definitions 4.0 Defined Terms: In these Bylaws, the following terms shall have the meanings set forth below:
Article V - Membership: 5.0 Eligibility: The membership of the Organization shall consist of all persons who are members at the adoption of these Bylaws and any other persons who may be admitted to membership in such manner and under such requirements prescribed by the Policies and Procedures of the IACU. Membership in the Organization shall be open to those individuals who are:
5.1 Membership Renewal: Membership shall be for a period of one (1) year and shall be renewable for additional one (1) year periods in accordance with Policies and Procedures Manual of the IACU. 5.2 Suspension or Termination: The Board of Directors may, at any meeting, by at least a two-thirds (2/3) affirmative vote of those present, suspend the membership of any member who has violated the Bylaws or Policies or whose conduct the Board deems detrimental to the best interests of the Organization, such suspension to be effective immediately. The Board shall meet, in a hearing, to determine the member's termination no later than one hundred and eighty (180) days subsequent to the action to suspend. Written notice of this hearing shall be mailed to the Board and the suspended member no later than forty-five (45) days prior to the hearing. The member will be granted an opportunity to be heard prior to action of termination. To terminate membership, at least a two-thirds (2/3) affirmative vote of the Voting Members of the Board is necessary. The hearing will follow Robert's Rules of Order; and will be in accordance with the procedures set forth in the Policies and Procedures Manual. Members serving on the Board of Directors cannot be suspended or terminated under this section. 5.3 Reinstatement of a Suspended or Terminated Member: A suspended or terminated Member may apply for reinstatement into the Organization in accordance with terms set forth in the Policies and Procedures Manual, provided they have not been "barred for life" in the termination process. A "barred for life" member cannot be reinstated. 5.4 Resignation: A member can resign from membership upon written notice to the Organizational Offices, in accordance with the terms set forth in the Policies and Procedures Manual. Article VI - Board of Directors: 6.0 Management: The management of the business of the Organization shall be vested in the Board of Directors. It shall be the duty of the Board to carry out the Mission and Goals of the Organization, and to this end it may exercise all powers of the Organization. 6.1 Duties: Duties of the Board of Directors shall be: to establish policy for the operation of the Organization and its meetings; to develop and implement the strategic plan including the action plans; to manage the fiscal operations of the Organization; to represent the Organization in its dealings with RIC Corp, other society organizations; and to perform other functions as appropriate to the Board of Directors. 6.2 Composition of the Board of Directors: The Board of Directors shall consist of three (3) voting members and one (1) non-voting member, as follows: President, Vice President, Sergeant-at-Arms, who shall be elected by a simple majority affirmative vote of the Organization's Voting Members voting in person or via proxy and shall have voting rights; and one (1) Secretary/Treasurer who shall be from RIC Corp. and appointed by the President, and shall not be eligible to vote, unless otherwise stated in the Policies and Procedures Manual. 6.3 Terms: The Board of Directors shall serve a term of three (3) Annual Meetings or two (2) years, whichever is longer. The President, Vice President and Sergeant-at-Arms may be re-elected in the same capacity for a second consecutive term for a total of six (6) annual meeting or four (4) years, whichever is longer. A waiting period of at least one (1) term will be required before the Board member can run for a third (or more) terms in the same capacity. The Secretary/Treasurer shall serve at the will of the President. 6.4 Assumption of Duties: The Board of Directors shall assume their duties at the close of the meeting in which they were elected into office and shall serve unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. 6.5 Meetings: At least one (1) meeting shall be held annually on a rotating basis at Member Facilities or Member Facility city. At least one (1) training session will be held annually at the RIC Corp. facilities or a facility close to the RIC Corp. offices. Additional meetings may be held at such times and places as may be determined by the President. In addition, the President shall call a special meeting when requested by a majority of the Voting Members of the Board of Directors. 6.5.1 Meeting Rotation: The Annual Meeting shall be held in a Member Facility or Member Facility city in the Spring of each year. The minimum rotation period before returning to a Member Facility or Member Facility City is four (4) meetings or three (3) years, whichever is longer. 6.5.2 Notice of Meetings: Notice of the Annual Meetings and training sessions, dates and locations shall be through the RIC Corporation web site (http://www.riccorp.com), electronic mail and/or fax. These notices shall be made a minimum of ninety (90) days prior to the meetings. 6.5.3 Proxy Participation: If any Facility can not send a representative to the annual meeting, they can send a proxy vote in one of the following ways: 1) contacting another Facility to vote for them or; 2) contacting one of the Board of Directors to vote for them or; 3) sending their votes via e-mail to RIC Corp. and the Board of Directors. In any case, it is the responsibility of the Facility to notify each member of the Board of Directors, in writing, that a proxy has been submitted and who the proxy is. If the Board of Directors is not notified prior to the start of the meeting, the proxy vote will not be counted or considered. 6.6 Resignation or Removal: Any member of the Board of Directors may resign by giving written notice to the President in accordance with the terms set forth in the Policies and Procedures Manual. Any director may be removed form the Board by at least a two-thirds (2/3) affirmative vote of the remaining Directors, (including the Secretary/Treasurer) at any meeting called for that purpose of malfeasance, misfeasance, or conduct in violation of the Bylaws or Policies. Any Director proposed to be removed shall be entitled to at least forty-five (45) days notice in writing of the Board of Directors meeting at which such removal is to be voted upon and shall be entitled to appear before and participate with the Board of Directors at such a meeting. The above-mentioned meeting will follow Robert's Rules of Order; and will be in accordance with the procedures set forth in the Policies and Procedures Manual. 6.7 Reinstatement of a Suspended or Removed Director: A suspended or removed Director may apply for reinstatement into the Organization in accordance with terms set forth in the Policies and Procedures Manual, provided they have not been "barred for life" in the termination process. A "barred for life" Director cannot be reinstated. 6.8 Vacancies and Succession: When a vacancy occurs on the Board of Directors, the President shall in consultation with majority approval from the remaining Board of Directors, and in accordance with the terms set forth in the Policies and Procedures Manual, appoint a replacement for the balance of the term or until the next Annual Meeting whichever comes first, at which time elections will be held for the vacant position(s). If the President resigns or is removed prior to the end of the term of office, the Vice President shall automatically become President for the balance of the term or the next Annual Meeting whichever comes first, at which time elections will be held for the vacant position(s). 6.9 Duties of the President: The President is the Chairman of the Board of Directors and primary spokesperson for the Organization and shall preside at all meetings of the Organization. The Members shall make suggestions for the agenda and the President of RIC Corporation along with the President of IACU will determine the agenda for the meetings. The President shall make appointments as specified by the Bylaws or Policies for terms specified at the time of the appointments. The President is the only person who can legally execute contracts obligating the Organization. The President will follow the guidelines established by the Policies and Procedures Manual when executing contracts. 6.9.1 Duties of the Vice President: The Vice President shall perform the duties of the President in his/her absence. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall assist the President in presiding over the meetings and shall perform other duties as assigned by the President. 6.9.2 Duties of the Sergeant-at-Arms: The Sergeant-at-Arms shall ensure that the meetings and breaks start and end on time and that the time limits established for discussion are adhered to. The Sergeant-at-Arms has the duty and authority to keep the meeting running in a professional and efficient manner, including the authority to ask that members keep their voices low or to leave the meeting if being disruptive. The Sergeant-at-Arms will follow Robert's Rules of Order; in the performance of his/her duties. 6.9.3 Duties of the Secretary/Treasurer: The Secretary/Treasurer shall advise the Board of Directors regarding the finances for the Organization and prepare a report of same to be presented at the Annual Meeting. The Secretary/Treasurer shall exercise such controls over collection of revenues and payment of expenditures as the Board and the Policies and Procedures Manual may prescribe. The Secretary/Treasurer will maintain, or will assign a designee to maintain, the membership list for the Organization. Additionally, the Secretary/Treasurer shall take minutes of the meeting and provide copies of the minutes to the Members via Electronic Mail or fax. 6.10 Indemnification: The Organization shall indemnify all those who serve or have served as Directors against all liability and expense that they may incur with respect to claims brought against them individually, arising out of their conduct or status as Directors, unless that conduct was not motivated by the reasonable belief that it was in the best interest of the Organization. If a claim is settled before a final judgement, order or award is entered; Indemnification will be contingent upon the settlement being in the best interest of the Organization. Nothing in this section shall be construed to prohibit the Board from indemnifying other persons acting on behalf of the Organization against claims of similar nature, as the Board may from time to time deem appropriate. Article VII - Fees: 7.0 Establishment of Fees: Fees for items such as registration, membership, training materials, etc will be established by the facility hosting the event, the President of Ric Corporation and the President of IACU. 7.1 Collection of Fees: The Secretary/Treasurer is responsible for the collection of all fees. 7.2 Disbursement of Fees: The Secretary/Treasurer will be responsible for disbursing funds to cover expenses associated with the I.A.C.U. activities in accordance with the terms set forth in the Policies and Procedures Manual. 7.3 Undisbursed Fees: Any undisbursed fees, after covering all expenses, from a meeting or training session shall be retained by the Organization to be used to offset expenditures of future meetings or training sessions. If by chance the Organization is dissolved and there are any undisbursed fees remaining, the undisbursed fees will be distributed to another non-profit organization in accordance with the Articles of Incorporation. Article VIII - General 8.0 Adoption of Bylaws: Upon adoption, these Bylaws shall become effective June 1, 1995. Article IX - Amendments: 9.0 Initiation of Amendments: The Board of Directors may propose an amendment to the Bylaws by at least a two-thirds (2/3) affirmative vote of the Boards voting members. Organization members may propose an amendment by submitting a petition signed by Voting Members numbering at least ten percent (10%) of the eligible Facilities. Such a petition shall be delivered to the President. Within sixty (60) days of the receipt by the President, the signatures will be verified. Once verified, the proposed amendment shall be placed on the agenda for ratification by the Organization's Voting Members at the next Annual Meeting. 9.1 Adoption of Amendments: Amendments will be adopted and approved when passed by six (6) affirmative votes of the Organization's Voting Members voting in person or via proxy. 9.2 Emergency Amendments: In an emergency the Board of Directors may, with at least a two-thirds (2/3) vote of the voting Board members, amend the Bylaws effective immediately, subject to the Organization's ratification pursuant to the procedures provided in this Article, provided the Board shall distribute ballots within ten (10) days of the Board's vote adopting the amendment. 9.3 Effective Date of Amendment: Amendments to the Bylaws shall be effective the date approved, or the date specified in the amendment, whichever is later. The effective date for the Amendment will be May 1, 2002. 9.4 Publication of Amendments: Notice of adopted changes in the Bylaws shall be published on the Ric Corporation web site (http://www.riccorp.com) and notice of such publication will be made via electronic mail or fax to all the members no later than ninety (90) days after the effective date. Article X - Quorum: 10.0 Establishment of a Quorum: A Quorum will be established when at least one officer from the Organization is present and at least six (six) of the eligible "Voting Members" are represented either in person or via proxy. Article XI - Protocol: 11.0 Meeting Protocol: The President of the Organization will establish the protocol for each meeting, unless otherwise stated in the Bylaws or the Policies and Procedures Manual. In case of conflict, Robert's Rules of Order; will prevail. When considering amendments to either the Bylaws or the Policies and Procedures Manual, Robert's Rules of Order; will be invoked and followed. Article XII - Source Code: 12.0 ConCentRICs Source Code: Any IACU member upon request can obtain the source code for the ConCentRICs system. When a member has a copy of the source code in their possession it is for the member's use only and should not be used, copied or given to any third party. If for any reason Resource Information and Control Corporation goes out of business, then the source code will be turned over to the International Association of ConCentRICs Users. The members will have full control of the use of the source code at that time.
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Resource Information and Control Corp
