Amended and
Restated April 11, 2017 (Version 6.2)
BYLAWS
(Articles of Association) of
the
Toronto Users Group for Midrange Systems
(also known as Toronto Users Group for Power Systems)
Section
1.
Name. The name of the Organization
shall be “Toronto Users Group – for Midrange Systems” (a.k.a. TUG), a
Canadian
not-for-profit organization (or such other name as may be determined from time
to time by the TUG Board of Directors, herein referred to as the “BOARD”.)
Section 2.
Purposes. The purposes of TUG shall be to advance the
effective usage of equipment among users of IBM computing systems, and to
promote the interchange of information about computers and techniques for their
use. Specifically, TUG will:
·
Hold educational conferences and meetings with presentations by industry
experts about and for the discussion of Information Technologies, such as
systems analysis, software development, system operations, and related topics.
·
Encourage, provide for and engage in research, professional studies and other educational programs benefiting the practices of users.
·
Provide a forum whereby members and other computer users can discuss
their various applications and needs.
·
Communicate user requirements to IBM, and other providers.
·
Perform any and all such other acts as are necessary, convenient and
proper to the attainment of these purposes.
Section
3.
Offices. TUG shall have and continuously maintain an
official mailing address in the Province of Ontario and may have additional offices
inside or outside of the Province of Ontario, as the BOARD may from time to
time determine.
Section
1.
Membership Qualification. Membership is granted to any company,
partnership, or individual who pays annual dues for membership and thereby
expresses an interest in the purpose of the group. Such a company, partnership,
or individual will be referred hereinafter as the “MEMBER”. Note that the
company or paying business unit is the "official" MEMBER and its
employees or representatives are considered "adjunct" MEMBERS. Specific
benefits of membership and applicable dues payable will be determined from time
to time by the BOARD.
Section
2.
Classes of Membership. There shall be two classes
of TUG Membership, (Voting and Non-voting MEMBERS) divided into various
sub-class types, as follows:
(a)
Voting Members:
(1)
Individual Member.
Membership may be granted to any individual who is interested in furthering
TUG’s purposes. The precise definition
of eligibility will be determined by the BOARD from time to time. Individual
Members shall be entitled to attend TUG Meetings and Conferences at the
discounted member price, and are entitled to all published benefits of
membership, including voting rights.
(2)
Corporate Member.
Up to 15 employees or representatives from the same company may be
granted the benefits of Individual Members at a group price. One person shall
be deemed the Primary Contact, and up to three (3) adjunct members may have voting
rights. A Corporate Membership is considered to exist at one specific physical
location.
(3)
Enterprise Member.
Any number of employees or representatives from the same company
(including any number of branch offices or subsidiary companies) may be granted
the benefits of Individual Members at a group price. One person shall be deemed
the Primary Contact, and up to three (7) adjunct members may have voting
rights.
(4)
Sponsoring Member.
(a.k.a. “Gold Member” or "Platinum Member") A vendor or other commercial entity may become a
Sponsoring (Gold or Platinum) Member. These are similar to the Enterprise Membership listed
above but with special member discounts for sponsorship of events, advertising
in TUG publications, and other promotional opportunities. One person shall be
deemed the Primary Contact with voting rights.
(b)
Non-voting Members:
(1)
Branch Member. Additional branch offices or
subsidiary companies (at different physical addresses) may be appended to a
Corporate or Enterprise Membership for a nominal fee. Employees or
representatives of a Branch Member may be granted the benefits of Individual
Members, without additional voting rights. They are represented by the Primary
Contact of the “parent” member.
(2)
Affiliate Member. Affiliate Membership may be granted
to any not-for-profit corporation or organization that is engaged in activities
similar to TUG or supports the purposes and code of ethics of TUG (e.g., other
users group or educational institution). Membership fees for Affiliate Members
are typically waived or bartered, at the discretion of the BOARD. One person
shall be deemed the Primary Contact.
(3) Guest Member. At the discretion of the BOARD, a Guest Membership may be granted to any individual person for a limited time at no charge, if this action is deemed to be in the interest of TUG. (For example, full-time students, speakers, and volunteer workers, etc. may be granted Guest Membership status.)
Section
3.
Application. The BOARD, or its designee(s), shall adopt an
application form and procedures to facilitate the consideration of applicants
for membership in TUG. All applicants
shall complete the application form and submit the application, along with the
designated fee, if any, to TUG’s administrative office. The BOARD, or its designee(s), shall review
the application of all applicants and determine, based on the criteria set
forth in these Bylaws and such other guidelines as the BOARD may prescribe,
whether an Individual, Corporate, Branch, Enterprise, Sponsoring, or Affiliate applicant
meets the qualifications necessary for that class of membership in TUG. All such qualified applicants shall become MEMBERS
upon notice from TUG.
Section
4.
Representation. Each Corporate, Enterprise, Sponsoring, and Affiliate
Member (other than individuals) shall designate a person to act as its Primary
Contact. The MEMBER may from time to time designate other persons to take part
in discussions & meetings of TUG and vote (as proxy for the Primary
contact) in matters coming before the membership. (Individual Members represent
themselves.)
Section
5.
Voting. Individual paid-up Members and the designated proxies
of Corporate, Enterprise, Sponsoring, and Affiliate paid-up Members shall be
entitled to vote in all matters coming before the membership (collectively, the
“voting members”). No other class of
membership is entitled to vote.
Section
6.
Resignation. Members may resign from TUG at any time by giving
written notice to the Secretary of TUG. Membership Dues are not refundable.
Section
7.
Termination of
Membership. Membership in TUG may be terminated or
suspended for cause. Sufficient cause for such termination or suspension of membership
shall be a violation of the Bylaws or any rule or practice of TUG. Expulsion or suspension shall be in
accordance with the procedures established by the BOARD. In addition, the
membership of any MEMBER who becomes ineligible for membership or who shall be
in default in the payment of any dues or charges, as may be determined by the BOARD,
shall be terminated automatically. Such
termination may be delayed by the Executive Committee, or its designee(s).
ARTICLE
III
DUES AND ASSESSMENTS
The initial and any dues for each class of MEMBER
of TUG, the time for paying such dues, and other assessments, if any, shall be
determined from time to time by the BOARD.
Membership Dues are not refundable.
ARTICLE
IV
MEETINGS OF MEMBERS
Section
1.
Regular Meetings. Barring unforeseen circumstances, Meetings of Members
(MoMs) shall be held typically monthly, i.e., 12 times per year (including an annual
meeting) at such time and place as shall be determined by the BOARD. Some of these meetings will be in-person and some on Zoom, as the Board decides.
Section
2.
Annual Meeting. One of the Regular Meetings shall be deemed the Annual
Meeting of the voting MEMBERs of TUG, at such time and place as determined by
the BOARD.
Section
3.
Special Meetings. Special meetings of the voting MEMBERs of TUG may
be called at the request of the President or a majority of the BOARD, or at the
written request of two-thirds (2/3) of TUG’s voting MEMBERs. The time and place for holding special
meetings shall be determined by the BOARD.
Section
4.
Notice. Notice of any annual or
special meeting of the voting MEMBERs shall state the time, date, place, and
purpose of the meeting, and shall be delivered (by email, post, or other means)
not less than fifteen (15) days prior to the date of such meeting, unless
otherwise required by applicable law.
Section
5.
Quorum. The lesser of (i) ten percent (10%) of the eligible
voting MEMBERs of TUG; or (ii) twenty (20) eligible voting MEMBERs of TUG present,
either in person or by proxy, at any duly called meeting of the voting MEMBERs
shall constitute a quorum for the transaction of business, provided that if
less than a quorum is present (either in person or by proxy), a majority of the
voting MEMBERs present may adjourn the meeting to another time without further
notice.
Section
6.
Manner of Acting. The act of a majority of the voting MEMBERs present, either in
person or by proxy, at a duly called meeting at which a quorum is present shall
be the act of the voting MEMBERs, unless the act of a greater number is
required by law, or these Bylaws.
Section
7.
Meeting by Conference
Call. Any action to be taken at a meeting of
the voting MEMBERs may be taken through the use of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at
the meeting of the persons so participating.
Section
8.
Mail Vote. Voting by mail, electronic mail, facsimile, or by
any other means of electronic communication (collectively, a “mail vote”) shall
be permitted in lieu of a vote at a duly called meeting for any item of
business, including the election of Directors.
A mail vote may be called by the BOARD or upon written request to the
Secretary of at least two-thirds (2/3) of the voting MEMBERs. For the election of Directors, the act of a
majority of the lesser of (i) ten percent (10%) of the eligible voting MEMBERs;
or (ii) twenty (20) or more eligible
voting MEMBERs returning ballots by a certain date shall be an act of the MEMBERs.
For matters other than the election of Directors, the act of a majority of
voting MEMBERs returning ballots by a certain date shall be an act of the MEMBERs,
unless the action of a greater number is required by law, or these Bylaws.
Section
1.
General Powers. The affairs of TUG shall be managed by the Board of
Directors, which shall have supervision, control and direction of the affairs
of TUG, shall determine its policies or changes therein within the limits of
these Bylaws, shall actively promote its purposes and have discretion in the
disbursement of its funds. The BOARD may adopt such rules and regulations for
the conduct of its business as shall be deemed advisable and may, in the
execution of the powers granted, appoint such agents as it may consider
necessary.
Section
2.
Number of Directors.
(a) Terms. The BOARD shall consist of a minimum of five
(5) and a maximum of nine (9) elected Directors, plus the Immediate
Past-President, the Executive Director, the Education Liaison, and the IBM
Liaison. The Immediate Past President shall serve as an ex-officio member of
the BOARD with full voting rights for a term of one year. The Executive
Director is appointed by the BOARD and
may serve any number of one (1) year terms with full voting rights. The Education
Liaison is appointed by the BOARD (subject to approval by the applicable
Educational Institution) and may serve any number of one (1) year terms with
full voting rights. The IBM Liaison is appointed by IBM Canada Ltd. (subject to
approval by the BOARD) and may serve any number of one (1) year terms with full
voting rights.
(b) Grandfathering. Because the maximum number of Directors may
change from time to time (as determined by resolutions of the BOARD) a
temporary situation may arise where the specified maximum number of Directors
is exceeded. In this case, incumbent Directors may remain on the BOARD, and be
re-elected to the BOARD until such time as the overage is relieved by
attrition.
Section
3.
Invited Participants. TUG’s Administrator (and others as determined by
the BOARD) may be invited to attend and participate, without vote, in all
regular and special meetings of the BOARD and Executive Committee meetings,
with the exception of those meetings held in camera.
Section
4.
Qualifications. Only paid up MEMBERs in good standing shall be
eligible to serve on the BOARD. These could be Individual MEMBERs, or the
designated contacts of Corporate, Enterprise, Sponsoring, or Affiliate
MEMBERS. No more than two
representatives from the same company or organization may serve on the BOARD at
any one time. Paid staff, contractors,
and employees of TUG and any individuals and companies who receive significant
remuneration from TUG shall not be eligible for election to the BOARD. The
candidate shall be nominated and seconded by representatives of two different
MEMBERs.
Section
5.
Term. Directors shall serve a three (3) year term in
office, or until such time as their successors are duly elected, qualified, and
assume office, and may serve any number of consecutive terms in office. Approximately
one third of the seats on the BOARD will be open for election each year. Any
vacancies occurring in the BOARD may be filled by the BOARD with the
appointment of a MEMBER’s representative for the balance of the term.
Section 6.
Election. Elections are scheduled yearly to fill vacant positions for
a term of office covering the next three
(3) fiscal years. Each MEMBER is allowed one (1) vote. Elections results will
be announced at the last Meeting of Members of the fiscal year. Directors shall take office at the
next Board meeting immediately following
their election.
Section 7.
Regular Board Meetings. Board meetings are held monthly, twelve (12) times
each year. The BOARD may provide by resolution the time, date, and place for
the holding of regular meetings of the BOARD without other notice than such
resolution.
Section
8.
Special Board Meetings. Special meetings of the BOARD may be called
by, or at the request of, the President or upon a written request to the
Secretary, by a majority of the MEMBERs
of the BOARD. Notice of any special
meeting of the BOARD shall state the time, date, and place of the meeting and
shall be delivered at least five (5) days prior to the date of such
meeting. Attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting except where a Director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called and convened.
Section
9.
Quorum. The lesser of: (i) a simple majority of the BOARD
including at least two (2) officers of the BOARD, or (ii) a minimum of five (5)
Directors including at least two (2) officers of the BOARD, shall constitute a
quorum for the transaction of business at any duly called meeting of the BOARD.
When less than a quorum is present at said meeting, a majority of the Directors
present may adjourn the meeting to another time without further notice.
Section
10.
Manner of Acting. The act of a majority of the directors at a duly
called meeting at which a quorum is present shall be the act of the BOARD,
unless the act of a greater number is required by law.
Section
11.
Action by Written Consent. Any action requiring a vote of the BOARD may
be taken without a meeting if consent in writing, setting forth the action
taken, is signed by a majority of the Directors entitled to vote with respect
to the subject matter thereof.
Section
12.
Meeting by Conference Call. Any action to be taken at a meeting of the BOARD or
any committee thereof may be taken through the use of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at
the meeting of the persons so participating.
Section
13.
Resignation or Removal. Any Director may resign at any time by giving
written notice to the President. In
addition, any Director may be removed by a two-thirds (2/3) vote of the MEMBERS
entitled to elect such Director, or a two-thirds (2/3) majority of the Full
Board of Directors; whenever, in their judgment, the best interests of TUG
would be served by such removal.
Section
14.
Vacancies. Any vacancy occurring on the BOARD for any reason
may be filled by a majority vote of the remaining Directors for the unexpired
portion of the term.
Section
15.
Compensation. Directors, as such, shall not receive any
remuneration for their services as Directors; however, they may receive
reimbursement for reasonable expenses incurred in the performance of their
duties. In addition, the BOARD may, by resolution, occasionally authorize an honorarium
to be paid to an individual Director for special circumstances deemed to be in
the best interest of TUG. Directors must recuse themselves from discussion and
voting on such matters where they would be beneficiaries of such actions.
Section
1.
Officers. The officers of TUG shall be: a President, one or
two Vice President(s), a Secretary, a Treasurer, an Immediate Past President and
such other officers as may be elected in accordance with the provisions of this
Article. The BOARD may elect or appoint such other officers as it shall deem
necessary, who shall have the authority to perform such duties as may be
prescribed from time to time by the BOARD.
Such officers shall have the authority to perform the duties set forth
below and as prescribed by the BOARD. No
two (2) offices may be held simultaneously by the same person.
Section
2.
Election and Term of
Office. The President, Vice President(s),
Secretary and Treasurer shall be elected annually by and from amongst the elected
Directors. These officers shall serve a
one (1) year term in office or until a successor has been duly elected,
qualified and takes office. An officer (except
Immediate Past President) may serve any number of consecutive terms in a given
office. The Officers shall take office
immediately upon their election.
Section
3.
Removal. Any officer elected or appointed by the BOARD may
be removed by a 2/3 majority of the full Board of Directors, whenever in its
judgment the best interests of TUG would be served thereby. But such removal
shall be without prejudice.
Section
4.
Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the BOARD
for the remainder of the term.
Section
5.
President. The President shall be the principal elected
officer of TUG and shall in general direct all of the business and affairs of TUG.
The President (or his/her designee) shall preside at all meetings of the BOARD.
The President may appoint, with the consent of the BOARD, standing committees,
ad-hoc committees, advisory committees, and their respective chairpersons. The
President shall be an ex-officio member of all committees and may sign, with
another proper officer of TUG authorized by the BOARD, any deeds, mortgages,
bonds, contracts, or other instruments which the BOARD has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the BOARD or by these Bylaws or by statute to some other
officer or agent of TUG; and in general the President shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the BOARD from time to time.
Section
6.
Vice President(s). In the absence of the President or in the event of
his or her inability or refusal to act, a Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. A Vice President shall
perform such other duties as from time to time may be assigned by the President
or by the BOARD.
Section
7.
Secretary. The Secretary shall keep the minutes of the
meetings of the voting MEMBERS and of the BOARD in one or more books provided
for that purpose; see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; be custodian of TUG’s
records; keep a register of the post office address of each MEMBER which shall
be furnished to the Secretary by such MEMBER; and in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned by the President or by the BOARD. The ministerial duties of the
Secretary may be assigned, in whole or in part, to the Executive Director, or
his or her designee(s).
Section 8.
Treasurer. The Treasurer shall be the principal accounting and
financial officer of TUG and shall have charge of and be responsible for the
maintenance of adequate books of account for TUG; shall have charge and custody
of all funds and securities of TUG, and be responsible therefore, and for the
receipt and disbursement thereof; shall deposit all funds and securities of TUG
in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of these Bylaws.
The duties of the Treasurer may be assigned by the BOARD in whole or in
part to the Executive Director, or his or her designee(s).
Section
9.
Immediate Past President. The Immediate Past President shall have such
duties as from time to time may be assigned by the President or the BOARD.
ARTICLE
VII
EXECUTIVE DIRECTOR, EDUCATION LIAISON, AND
IBM LIAISON
Section
1.
Executive Director. The administrative and day-to-day operation of TUG
shall be the responsibility of the chief staff executive or firm contracted or
appointed by, and responsible to, the BOARD.
The chief staff executive or, in the case of a firm, chief staff
executive retained by the firm, shall have the title “Executive Director” (or
such other title as may be determined by the BOARD from time to time). The Executive Director shall have the
authority to execute contracts on behalf of TUG and as approved by the BOARD. The Executive Director may carry out other
duties as may be specified by the BOARD.
The Executive Director or firm, with the approval of the BOARD, shall
employ and may terminate the employment of members of the staff as necessary to
carry out the work of TUG. Additional
duties and compensation for the Executive Director, not inconsistent with these
Bylaws, shall be prescribed by the BOARD, or its designee(s). The Executive Director may attend and
participate in all meetings of TUG’s BOARD, Executive Committee and other committees
except those held in camera or as otherwise provided by these Bylaws.
Section
2.
Education
Liaison. The Education Liaison, who shall be
appointed by the BOARD, shall be the representative of educational institutions
to TUG. The Education Liaison may attend and participate in all meetings of TUG’s
BOARD, Executive Committee and other committees except those held in camera.
Section
3.
IBM
Liaison. The IBM Liaison, who shall be
appointed by IBM and approved by the BOARD, shall be the principal IBM
representative to TUG. The IBM Liaison may attend and participate in all
meetings of TUG’s BOARD, Executive Committee and other committees except those
held in camera.
Section
1.
Committees and Councils
(a)
Executive Committee
(1)
Composition. The Executive
Committee shall consist of the President, Vice President(s), Secretary,
Treasurer, and Immediate Past President.
The Executive Director and IBM Liaison may be invited to attend and
participate in all meetings of the Executive Committee, except those held in
executive session. Other Directors may
be requested to attend Executive Committee Meetings as required. The President shall serve as the chair of the
Executive Committee.
(2)
Authority. The Executive Committee shall have the authority to perform
the business and functions of TUG between meetings of the BOARD (except as
otherwise set forth in these Bylaws) reporting to the BOARD any action taken;
but the delegation of authority to the Executive Committee shall not operate to
relieve the BOARD or any individual officer or Director of the BOARD of any
responsibility imposed by law.
(3)
Meetings and Voting. The
Executive Committee shall meet in person or by conference call upon the request
of the Chair or a majority of the Executive Committee. Each committee member shall have one (1)
vote. Three (3) members of the Executive
Committee shall constitute a quorum for the
transaction of business at any duly called meeting of the Executive
Committee. The act of a majority of the
members present at a duly called meeting at which a quorum is present shall be
the act of the Executive Committee.
(4)
Meeting by Conference Call. Any action to be taken at a meeting of
the Executive Committee may be taken through the use of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting of the persons so participating.
(b)
Standing Committees
Various
standing committees may be established by the President, with the consent of
the BOARD, to support the purposes of TUG. The action establishing standing
committees shall set forth the committee’s purpose and composition, and
required qualifications for membership on the committee. A majority of all
members of committees having the authority of the BOARD must be Directors of
the BOARD.
(1)
Quorum and Manner of Acting. At all meetings of any standing committee, a
majority of the members thereof shall constitute a quorum for the transaction
of business unless otherwise set forth herein. A consensus of the committee, or
majority vote by committee members present and voting at a meeting at which a
quorum is present shall be required for any action.
(2)
Term. Standing committee members
shall serve a one (1) year term in office, however the term may be renewed at
the discretion of the President and the Board.
(3)
Chair. The
President shall appoint one (1) member of each standing committee to serve as the chairperson thereof.
(4)
Committee Vacancies.
Except as otherwise provided herein, vacancies in the membership of a
standing committee shall be filled by appointments made in the same manner as
the original appointments to that committee.
(5)
Policies and Procedures. The BOARD shall develop and approve policies
and procedures for the operating of all standing committees. All standing committees shall report to the BOARD.
Section
2.
Advisory/Ad Hoc Committees and Task Forces. The President, with the consent of the BOARD,
may appoint such advisory or ad hoc committees or task forces as are necessary
or appropriate to support the purposes of TUG.
An ad hoc committee created by the President shall terminate after three
(3) years from the date of its creation, unless renewed by the BOARD. A task
force created by the President shall terminate after one (1) year from the date
of its creation, unless renewed by the BOARD. Ad hoc committees and task forces
may be established for longer periods with the approval of the BOARD. The
action establishing such a committee or task force shall set forth the
committee’s or task force’s purpose and composition.
(a)
Quorum and Manner of Acting. At all meetings of any advisory or ad hoc
committee or task force, a majority of the members thereof shall constitute a
quorum for the transaction of business. A majority vote by committee or task
force members present and voting at a meeting at which a quorum is present
shall be required for any action.
(b)
Chair. The President shall appoint
one (1) member of each advisory or ad hoc committee or task force to serve as
the chairperson thereof.
(c)
Committee/Task Force Vacancies. Except as otherwise provided herein,
vacancies in the membership of a committee or task force shall be filled by
appointments made in the same manner as the original appointments to that
committee.
(d)
Policies and Procedures. The BOARD shall develop and approve general
policies and procedures for the operating of all committees and task forces.
All committees and task forces shall report to the BOARD.
Section
1.
Charter. The BOARD may authorize the
establishment of chapters which shall (i) be organized and operated in
accordance with the rules and policies adopted by the BOARD of TUG; (ii)
fulfill criteria for affiliation established from time to time by the BOARD,
(iii) enter into a chapter agreement with TUG, and (iv) be issued a
charter. Chapter members must be MEMBERs
of TUG.
Section
2.
Revocation. Charters for the operation of Chapters may be
revoked any time and in such manner and after such investigation as the BOARD
may deem necessary. Upon revocation of a Chapter’s charter, the Chapter
immediately shall remit all of its funds and records to the Treasurer and Secretary of TUG.
Section
3.
Name. No Chapter or entity shall use the name of TUG in
any manner whatsoever unless duly authorized to do so by TUG pursuant to the
terms of a written agreement.
Section
4.
Organization. Each Chapter shall have an Operating Council,
officers and bylaws in such form as may be approved by the TUG BOARD.
Section 5.
Meetings. Each Chapter may hold such meetings as it deems
appropriate.
Section
1.
Contracts. The BOARD may authorize any Officer or Officers,
agent or agents of TUG, in addition to the Officers so authorized by these Bylaws,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of TUG and such authority may
be general or confined to specific instances.
Section
2.
Cheques, Drafts, Etc. All cheques,
drafts, and orders for the payment of money shall be signed in the name of TUG and shall be countersigned by such Officers
or agents as the BOARD shall from time to time designate for that purpose.
Section
3.
Deposits. All funds of TUG shall be deposited to the credit
of TUG in such banks, trust companies or other depositories as the BOARD may select.
Section 4.
Bonding. The BOARD may provide for the bonding of such Officers
and employees of TUG as it may from time to time determine.
Section 5.
Books and Records. TUG shall keep correct and
complete books and records of account and shall also keep minutes of the proceedings of its
MEMBERs, BOARD, and committees having any of the authority of the BOARD, and
shall keep at the principal office (or other suitable location as determined by
the Board) a record giving the names and
address of the MEMBERS entitled to vote.
Section
6.
Fiscal Year. The fiscal year of TUG shall commence on September
1st of each calendar year. This date may be amended from time to time by the BOARD.
ARTICLE XI
CODE OF ETHICS
Section
1.
Confidentiality. Any information concerning the business of
MEMBER companies or individuals shall be held in professional confidence and
not used in any unethical manner.
Section
2.
Employment. Offers of employment are not to be made at
any time during TUG meetings.
Section
3.
Solicitation. There shall be no vendor initiated sales
contacts with attendees during TUG meetings, except at venues sanctioned by the BOARD (e.g., vendors'
showcase booths). Sales notices or vendor displays of any type are not to be
placed on bulletin boards, left on
tables, or made publicly available during TUG meetings unless prior
approval is given by the BOARD.
Section
4.
Roster. Any Membership list belonging to TUG to which
a MEMBER is privy is solely for the convenience of the MEMBER acting on behalf
of TUG and is not to be copied or redistributed in any manner.
Section
5.
Advertising. Advertisements must have quality, be of benefit
and be consistent with the purposes of TUG.
All advertisements must be approved by an Officer of TUG or the TUG
designee in charge of TUG's publications.
Section
6.
Determination. The BOARD reserves the right to determine if
any behaviour, activity or advertisement violates the Code of Ethics or is not
in keeping with the purpose of TUG.
Whenever any notice whatsoever is required to be
given under the provisions of TUG’s Articles of Incorporation or Bylaws, a
waiver thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
TUG shall indemnify all past and
present Officers, Directors, employees, committee, and council members, and all
other volunteers of TUG to the full extent permitted by the Act and shall be
entitled to purchase insurance for such indemnification of officers and
directors to the full extent as determined from time to time by the BOARD.
All MEMBERS of TUG shall be deemed
to have expressly agreed, upon
dissolution or conclusion of the affairs of TUG, to the distribution of all of
its assets according to the decisions
arrived at during a Meeting of MEMBERS duly constituted for that purpose. In
the event of the dissolution of TUG, the BOARD shall, after paying or making
provision for the payment of all of the liabilities of TUG, distribute all of
the remaining assets of TUG (except any assets held by TUG upon condition
requiring return, transfer or other conveyance in the event of dissolution,
which assets shall be returned, transferred or conveyed in accordance with such
requirements) exclusively for the purposes of TUG.
These Bylaws may be altered, amended or repealed
and new Bylaws may be adopted by a majority of the BOARD.
ELECTRONIC COMMUNICATION
Unless otherwise prohibited by law, (i) any action
to be taken or notice delivered under these Bylaws may be taken or transmitted
by electronic mail or other electronic means; and (ii) any action or approval
required to be written or in writing may be transmitted or received by
electronic mail or other electronic means.