The name of the Oracle Users Group shall be the Suncoast Oracle Users Group, a Florida not-for-profit Oracle users group (hereinafter the "SOUG").
Section 2.1 Not for Profit.
The SOUG is organized under and shall operate as a Florida not-for-profit group exclusively for educational and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code. No part of the net earnings of the group shall inure to the benefit of any private individual. No substantial part of its activities will be carrying out propaganda or otherwise attempting to influence legislation. The SOUG will not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 2.2 Purpose.
The SOUG is organized for the purpose of undertaking such programs and activities as may be proper to actively promote and enhance the mission and objectives of the International Oracle Users Group (IOUG) in [the geographic area covered by the SOUG]. It will promote the use of, and encourage the exchange of information among individuals who have interest in Oracle software, development tools, and applications, through public discussion groups, forums, lectures, seminars, meetings, and other similar programs.
Section 3.1 Membership.
Membership may be granted to any partnership, corporation, organization, or individual that:
Section 3.2 Application for Membership.
Requests for membership shall be made by submitting a written membership application which shall be subject to approval under criteria and procedures established by the SOUG Board of Directors.
Section 3.3 Voting.
Only regional members entitled to vote under the SOUG bylaws may vote on matters coming before the SOUG membership (collectively, the "Voting Members").
Section 3.4 Proxy.
Any member or official representative who is entitled to vote on a matter may authorize another person or persons to act for him or her by proxy.
Section 3.5 Resignation.
Members may resign from the SOUG at any time by giving written notice to the President or Secretary. Any member resigning from the SOUG shall remain responsible for meeting financial obligations incurred prior to the date of resignation.
Section 3.6 Termination of Membership.
Membership in the SOUG shall be terminated whenever a member of good standing submits a written request to a Board member. In addition, the membership of any member who becomes ineligible for membership or who shall be more than sixty (60) days in default in the payment of any dues or charges shall be terminated automatically. In special circumstances, such termination may be delayed by the Board of Directors.
DUES AND ASSESSMENTS
The initial and annual dues for members of the SOUG, the time for paying such dues, and other assessments, if any, shall be determined from time to time by the Board of Directors.
Section 5.1 Annual Meeting.
An annual meeting of the members for the purpose of receiving reports, and for such other business as may properly come before the membership, shall be held at such day, time and place as may be determined by the regional Board of Directors.
Section 5.2 Special Meetings.
Special meetings of the members may be called by the regional Board of Directors or upon written request to the regional President signed by at least one-tenth of the Voting Members. Such written request by members shall specify the purpose and the date and month of the proposed meeting, which shall not be less than two or more than three months from the date of such written request.
Section 5.3 Notice.
Notice of annual or special meetings of the members shall state the time, date and place of the meeting and shall be given personally or by email, at least ten (10) days but not more than fifty (50) days prior to the date of such meeting. Notice of special meetings shall state the purpose for which the meeting is called.
Section 5.4 Quorum.
The presence in person or by proxy of members representing not less than one tenth of the total votes entitled to be cast shall constitute a quorum at any meeting of the members.
Section 5.5 Action by Majority Vote.
The majority vote of the members present at a meeting at which a quorum is present shall be the act of the members, except where otherwise provided by law or these bylaws.
Section 5.6 Reports to SOUG.
The actions of the membership shall be reported to the SOUG Board or its delegate within thirty (30) days of the action taken or at the next regularly scheduled meeting.
SOUG BOARD OF DIRECTORS
Section 6.1 General Powers.
The affairs of the SOUG shall be managed by the Board of Directors, which shall have supervision, control and direction of the affairs of the SOUG, shall determine its policies or changes therein within the limits of these bylaws, shall actively promote its purposes and shall 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 6.2 Composition.
The Board of Directors shall be composed of five (5) members as follows: the President, the Vice President, the Director of Administration and Finance, the Secretary, the Immediate Past President. The elected Directors as follows shall serve as chairperson of the following committees: the Membership, the Web Administrator and Newsletter, the Meeting, and the Special Interest Group (SIG). The number of Directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. In the event the President chooses not to remain on the Board as Immediate Past President, an additional Director shall be elected to the Board to serve the Immediate Past President's term as a director-at-large.
Section 6.3 Eligibility, Election and Term of Office.
A Director must be a Member in good standing. Directors shall be elected annually by the membership as set forth in Article VIII of these bylaws. The terms of office for Directors shall be as follows:
6.3.1 All Directors are elected to a one (1) year term. There is no limit to the number of terms any Director may serve.
Requirements to hold a Director position are as follows:
6.3.3 Directors shall take office on the beginning of the new fiscal year as determined by the SOUG following their election and shall continue in office until their successors are duly elected and qualified, unless a Director earlier resigns, is removed or is otherwise unable to serve.
Section 6.4 Vacancies
6.4.1 In the event the office of President becomes vacant for any reason before the end of the term, the Vice President shall succeed to the office of president and, in that circumstance, shall serve both the un-expired term and the term for which he or she was elected. In the event the office of Immediate Past President becomes vacant for any reason, the Board of Directors shall appoint an individual to serve as a Director until the conclusion of the term.
6.4.2 In the event a vacancy occurs in any other Director position, the remaining members of the Board shall appoint an individual to fill the vacancy for the un-expired portion of the term.
6.4.3 All vacancies on the Board shall be filled as soon as possible after the vacancy occurs, with every reasonable effort made to fill the position within 45 days.
6.4.4 Any person appointed to the Board of Directors to fill a vacancy shall have the same responsibility and authority as the person originally elected by the membership.
Section 6.5 Resignation or Removal from Office.
A Member of the Board may resign at any time by giving written notice to the President. The President may resign at any time by giving written notice to the Vice President. A Member of the Board may be removed from office for cause by a vote of the membership entitled to elect such Member of the Board. Any Member of the Board who finds he or she is in a position which presents an ongoing conflict of interest to the purposes of the SOUG as stated in their respective bylaws may be removed for cause. Notwithstanding the foregoing, the authority of any Director to act as an officer may be suspended by the Board of Directors for cause.
Section 6.6 Regular Meetings
The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.
Section 6.7 Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or by a majority of the Members of the Board.
Section 6.8 Place and Time of Meetings.
All meetings of the Board of Directors shall be held at such time and place, as the Board of Directors may, from time to time, determine.
Section 6.9 Notice.
Notice of special meetings of the Board of Directors shall be given at least five business days prior to the time designated for such meeting, and shall specify the date, time and place of the meeting. In event of emergency, as shall be determined by the judgment of a majority of the Board, at least 24 hours prior notice shall be given.
Section 6.10 Attendance at Board Meetings.
Members of the Board shall participate in every Board meeting. More than two consecutive absences without good cause and due notification to the President of the Board prior to the board meeting presents grounds for removal for cause of that Board Member.
Section 6.11 Quorum.
A majority of the total membership of the Board of Directors shall constitute a quorum for the transaction of business.
Section 6.12 Manner of Acting.
The act of a majority of the Members of the Board at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 6.13 Telephone Conferences.
Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
Section 6.14 Mail or Electronic Vote.
Any action requiring a vote of the Board of Directors may be taken by mail or electronic ballot. The action taken shall be effective upon the unanimous approval of the Members of the Board.
Section 6.15 Compensation
Neither directors nor officers of the SOUG shall receive salaries or other compensation for their services as such, but by resolution of the Board of Directors, the reimbursement of expenses of attendance may be allowed for each regular and special meeting of the Board of Directors.
Section 6.16 Board Member Departure.
If a Board member is no longer eligible for general membership, and has less than half of the term left in office to complete, the Board member shall be allowed to complete his/her term. If the Board member has more than half the term left in office to complete, the member shall be allowed to complete his/her term up to the nearest scheduled board meeting. Exceptions to these conditions must be approved by a majority vote of the remaining members of the Board of Directors.
Section 6.17 Reports to SOUG.
The actions of the SOUG Board of Directors shall be reported to the SOUG or its delegate within thirty (30) days of the action taken.
OFFICERS AND EX-OFFICIO MEMBERS
The officers of the SOUG shall be a President, Vice President, Director of Administration & Finance, Secretary, and such other officers as may be determined by the Board of Directors.
Section 7.2 President.
The President shall be the Chief Executive Officer and shall have general supervision over the affairs of the SOUG, subject, however, to the control of the Board of Directors. The President shall have overall responsibility for the administration of the user group and for the execution and communication of the plans and policies outlined or adopted by the Board of Directors. The President may, with consent of the Board, delegate certain responsibilities to other Board members, or appointed committees, as deemed appropriate. The President shall be the official spokesperson for the organization. The President shall preside at all meetings of the SOUG and the Board of Directors. The President may appoint, with the consent of the Board, standing committees, task forces and their respective chairpersons. The President shall perform all the duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.
Section 7.3 Vice President
The Vice President shall, in the absence of the President, preside at all meetings of the SOUG and the Board of Directors and shall perform such other duties as may be assigned from time to time by the President or by the Board of Directors.
Section 7.4 Immediate Past President.
The Immediate Past President shall perform such duties and responsibilities as requested by the President or the Board of Directors. The Immediate Past President shall preside at general meetings and the Board of Directors in absence of the President and Vice President.
Section 7.5 Director of Administration & Finance.
The Director of Administration & Finance shall serve as the Chief Financial Officer of the SOUG and shall have charge and custody of and be responsible for all funds and securities of the SOUG, shall receive and give receipts for moneys due and payable to the SOUG from any sources whatsoever, and shall deposit all such moneys in the name of the SOUG in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws. The Director of Administration & Finance shall develop financial plans and budgets; shall submit financial reports to the Board of Directors at its regular meetings and to the membership at the Annual Meeting; and in general shall perform all duties incident to the office of Director of Administration & Finance and such other duties as may be assigned from time to time by the President or by the Board of Directors. The Director of Administration & Finance shall maintain a petty cash fund not to exceed Sixty Dollars ($60), and shall be authorized to disburse said petty cash on behalf of the SOUG, upon receipt of a signed statement, within his or her discretion.
Section 7.6 Secretary.
The Secretary shall prepare, distribute and keep the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose; shall ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law; and shall serve as custodian of the records of the SOUG. The Secretary will maintain the list of all capital equipment and shall perform such duties as may be prescribed by the President of the Board of Directors.
Section 7.7 Directors-at-Large.
Upon the approval of the Board, the President shall request that individual Directors-at-Large undertake responsibility for, among other things, the following: (i) Program Development; (ii) Marketing; (iii) Member Relations; (iv) Communications; and (v) Special Interest Groups.
NOMINATIONS AND ELECTIONS
Section 8.1 Nominating Committee.
Prior to the annual conference, the Board of Directors shall discuss candidates for the upcoming Board and review their eligibility. Ath the annual conference, the Board shall provide from one(1) to three (3) eligible nominees for each Board position to the membership. The membership may also provide additional nominees during the annual conference.
Section 8.2 Election.
8.2.1 Officer Elections. Elections for open officer positions shall be held annually. The names of candidates and the offices for which they are being nominated shall be presented to the voting membership for election.
8.2.2 Special Elections. In the event the office of any Board position becomes vacant, a special election shall be called by the Board. The Board of Directors shall establish procedures for conducting the special Election.
Section 8.3 Election Committee.
The Nominating Committee shall serve as an Election Committee taking charge of the details of the election.
Section 8.4 Quorum for Election of Directors.
The members representing not less than one tenth of the total votes entitled to be cast shall constitute a quorum for purposes of the election of Board Members.
Section 9.1 Standing Committees.
The Board of Directors may establish, by resolution, standing committees to carry out the purposes of the SOUG. The resolution establishing such a committee shall set forth the committee's purpose and composition.
Section 9.2 Special Committees.
The President, with the approval of the SOUG Board of Directors, may appoint such special committees as are necessary or appropriate to assist in the management and administration of the SOUG. A special committee created by the President shall terminate with the expiration of the President's term of office. Special committees may be established for longer periods with the approval of the Board of Directors.
Section 9.3 Appointment.
Unless otherwise provided by these bylaws or the resolution establishing the committee, the President shall appoint the chair and members of each committee with the approval of the Board of Directors. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the SOUG would be served thereby.
Section 9.4 Vacancies.
Vacancies in the membership of any Committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 9.5 Quorum.
Unless otherwise provided in the motion of the Board of Directors designating such committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 9.6 Minutes.
Minutes of all committee meetings shall be recorded by the Secretary and provided to the Director of Administration & Finance of the SOUG.
CONTRACTS, CHECKS, DEPOSITS, AND BONDING
Section 10.1 Contracts
The Board of Directors may authorize by motion of the Board any officer or officers, agent or agents of the SOUG, 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 the SOUG and such authority may be general or confined to specific instances.
Section 10.2 Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the SOUG, shall be signed by such officer or officers, agent or agents of the SOUG and in such manner as shall be determined from time to time by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Director of Administration & Finance and countersigned by the President or the Vice President of the SOUG.
Section 10.3 Deposits.
All funds of the SOUG shall be deposited from time to time to the credit of the SOUG in such banks, trust companies or their depositories as the Board of Directors may select.
Section 10.4 Bonding.
The Board of Directors shall provide for the bonding of such officers and employees of the SOUG as it may from time to time determine.
BOOKS AND RECORDS
The SOUG shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors having any of the authority of the Board of Directors.
The fiscal year of the SOUG shall be identified by the Board of Directors.
Upon the dissolution of the SOUG, and after payment of all indebtedness of the SOUG, any remaining funds, investments and other assets of the SOUG shall be distributed to an organization then qualifying under IRC Section 501(c)(3).
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the Florida General Not-For-Profit Corporation Act or under the provisions of the Articles of Incorporation or bylaws of the SOUG, 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.
The SOUG shall provide for the indemnification of all officers, directors, employees and agents of the SOUG to the full extent permitted by the Florida General Not-For-Profit Corporation Act, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors.
AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws adopted by majority vote of the SOUG Board of Directors provided that no such alternation, amendment or repeal is made without first obtaining the express written consent of the SOUG Board of Directors.
SUNCOAST ORACLE USERS GROUP (SOUG)