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CCS Bylaws

Approved Sept. 2007

ARTICLE I - Name, Status, and Purposes

1.1 NAME:
The name of this organization shall be The Chicago Computer Society (CCS), hereafter referred to as the "Society."
1.2 STATUS:
The Society shall be a NOT FOR PROFIT CORPORATION as defined in the "Not for Profit Corporation Act," Articles of Incorporation of the State of Illinois.
1.3 PURPOSES:
The Society is an education and information service organization dedicated to expanding knowledge, understanding, and the use of microcomputers by individuals and professionals.

The purposes of the Society are to operate exclusively for charitable, scientific or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, in the course of which operation and in furtherance thereof:

1.3.1
To provide its membership with timely, accurate, and practical solutions to microcomputer productivity problems.
1.3.2
To attract and help educate new microcomputer users, and to retain and learn from experienced, knowledgeable users.
1.3.3
To satisfy the information needs of its membership.
1.3.4
To be a recognizable force in the industry so that Society opinions may positively influence future microcomputer products.

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ARTICLE II - Membership

2.1 CLASSES OF MEMBERSHIP:
The Society shall have the following classes of membership:
2.1.1 Individual Member
A person interested in furthering his/her knowledge of microcomputers and having paid the annual dues, shall be an Individual Member. An Individual Membership shall include immediate family members. Individual Members will receive a membership card, one password on the BBS, and one copy of the Society journal.
2.1.2 Senior Member
A person age 65 or over interested in furthering his/her knowledge of microcomputers and having paid the annual dues, shall be a Senior Member. Senior Members will receive a membership card, one password on the BBS, and one copy of the Society journal.
2.1.3 Small Business Member
A company or organization interested in furthering the knowledge of its employees, and having paid the relevant dues, may elect to obtain Small Business Membership. This class of membership entitles a company or organization to three (3) membership cards, three (3) copies of the Society journal, and one (1) password to the BBS.
2.1.4 Corporate Member
A company or organization interested furthering the knowledge of its employees, and having paid the relevant dues, may elect to obtain Corporate Membership. This class of membership entitles a company or organization to five (5) membership cards, five (5) copies of the Society journal, and three (3) passwords to the BBS. For their support of the Society, Corporate members will also be listed in the journal.
2.1.5 Sustaining Member
A company or organization interested in furthering the knowledge of its employees, and having paid the relevant dues, may elect to obtain Sustaining Membership. This class of membership entitles a company or organization to ten (10) membership cards, ten (10) copies of the Society journal, and five (5) passwords to the BBS. For their support of the Society, Sustaining members will also be listed in the journal.
2.1.6 Affiliate Member
The members of an organization may be offered Affiliate Membership in the Society upon request of the governing body of that organization, and if the Board of Directors determines that the organization's objectives and purposes are similar to, and compatible with, the bylaws and stated purposes of the Society.

This class of membership shall entitle all members of the Affiliate Organization to membership in the Society, if they so choose, on an individual basis. Affiliate members will be entitled to all benefits that accrue to the other classes of membership, with the exception that the organization whose members affiliate with the Society shall not be entitled to support from the general treasury of the Society. The organization whose members are offered Affiliate Membership shall be expected to retain its own structure and identity, and to maintain administrative services, including, but not limited to, a membership database.

2.1.7 Honorary Member
A person, company, or organization performing service for the Society, and/or making substantial contributions to the microcomputer industry, may be awarded Honorary Membership by the Board of Directors of the Society.
2.2 VOTING RIGHTS:
Each Individual, Senior, Small Business, Corporate or Sustaining, Affiliate, and Honorary member shall be entitled to one vote on each matter submitted to the membership for a vote.
2.3 TERMINATION OF MEMBERSHIP:
A member may be expelled from the Society, and the membership terminated for cause, by two thirds majority vote of the Board of Directors. Cause for termination of membership may include non-payment of dues, and actions contrary to Society policies.

An organization which has become affiliated with the Society may have such affiliation terminated by the Board of Directors for cause. At that time, Affiliate Members of the Society shall be offered Individual or Senior Memberships. Those Affiliate Members who choose not to accept Individual or Senior Membership within sixty (60) days, may have said Affiliate Membership in the Society terminated.

2.4 ASSIGNMENT OF MEMBERSHIP:
Individual, Senior and Honorary memberships may be in the name of an individual or company, and correspondence may be mailed to a private or company address.

Small Business, Corporate and Sustaining Memberships may only be in company or organization names, and all correspondence will be mailed to a company address. The company or organization must designate an individual to be the Society's contact, and to be responsible for the cards and BBS passwords issued to that company or organization. The company or organization may be held liable for its employees or designated agents. An individual who belongs to a company or organization with Small Business, Corporate or Sustaining Membership may join the Society as an Individual member. That person will receive his own membership card, copy of the Society journal, and BBS password. Only Individual, Senior and Honorary members may serve as officers of the Society.

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ARTICLE III - Board of Directors

3.1 BOARD OF DIRECTORS:
The affairs of the Society shall be managed by a Board of Directors. Nine officers shall be elected by the membership, to fill the seats outlined in Article 4, Sections 4.4 through 4.9. A tenth, non-voting, seat, shall be held by a past member of the board of directors. This seat shall be offered to the past president, then the past vice-president, then the past secretary and the past treasurer and then a past regional director. If none of the past directors accept the position it will be filled by the board.
3.2 TENURE:
Directors shall serve for a term of office of two years, beginning at the next regularly scheduled Board Meeting after the elections.
3.3 ELECTION:
The election of the Directors shall take place at local monthly Computer Club meetings during the month following the close of nominations. Computer Club Coordinators will conduct elections at the local level in the region. They will report election information and forward member sign-in sheets to the Executive Assistant of the Board. Nominations will be made by members during the month of August to the Executive Assistant of the Board.
3.4 QUALIFICATIONS:
Directors of the Board of Directors shall hold Individual, Senior or Honorary membership in the Society, and shall be Society members in good standing.
3.5 CONFLICT OF INTEREST:
Any possible conflict of interest on the part of a Director shall be disclosed to the Board. When any such interest becomes a matter of Board action, such Director shall not vote or use personal influence on the matter and shall no t be counted in the quorum for a meeting at which Board action is to be taken on the interest. The Director may, however, briefly state a position on the matter and answer pertinent questions of Board members. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.
3.6 VACANCIES:
Vacancies occurring on the Board of Directors shall be filled by appointment made by the remaining Board members for the remainder of the year. The vacancy will be filled by the membership at the next general election.
3.7 MEETINGS:
The Society Board of Directors shall meet a minimum of ten times per year.
3.8 TERMINATION OF DIRECTORS:
A Board member may be removed from office for just cause, such as the failure to attend 3 board meetings in any consecutive twelve-month (12) period, or failure to execute his/her duties in accordance with the Society Bylaws and Polices. Removal action requires a 2/3 vote of seated members of the Board of Directors.
3.9 COMPENSATION:
The Board of Directors shall serve without compensation from the Society unless other wise decided by the Board and/or the membership.
3.10 QUORUM:
No less than 51% of the seated members of the Board of Directors shall be present to conduct business.
3.11 STANDING COMMITTEES:
There will be three standing committees of the Board. Members of the committees will be approved by the board.
3.11.1 EXECUTIVE COMMITTEE:
The executive committee shall consist of the President, Vice President, Secretary, Treasurer, and Parliamentarian. The purpose of the committee is to recommend policy and procedures to the board of directors. The executive committee will have no power to commit the board to any course of action not approved by a majority of the board of directors. This committee is chaired by the President.
3.11.2 FINANCE COMMITTEE:
The finance committee will consist of the Treasurer, one other member of the executive committee, two of the five regional directors, and any other member in good standing the Treasurer invites to sit on the committee. The purpose of the finance committee is to review and recommend expenditures of the Society to the Board of Directors. It will be chaired by the Treasurer.
3.11.3 AUDIT COMMITTEE:
The Audit Committee will consist of at least three Computer Club or SIG coordinators (who are not also members of the Board) appointed by the President. The committee must include one accountant who is not also a member of the board of directors. The purpose of the audit committee is to review all records of the Society and report its findings to the board of directors. Members of the committee will elect the committee chair.

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ARTICLE IV - Officers

4.1 OFFICERS:
Members of the Board of Directors shall also serve as officers of the Society. The officers shall be President, Vice-President, Secretary, Treasurer, and Five Regional Directors.
4.2 ELECTION AND TERM OF OFFICE:
Elections shall be staggered with the Executive directors, (President, Vice President, Secretary, and Treasurer elected one year and the Five Regional directors elected the following year.

The elections for 1990, the year these new bylaws take effect, will be for all nine seats. The Executive committee will serve for one year. They will be up for election again for two years starting in 1991.

4.2.1 Lack of Executive Candidate for office:

In an event there are no candidates for the Executive Offices in an election year, the order of Presidential succession will be the Directors based upon tenure on the Board.  The Board will expeditiously field candidates to appoint to the vacant Executive Office positions.

4.3 VACANCIES and SUCCESSION:

4.3.1 Vacancies:

         Vacancies shall be filled by the Board of Directors. Tenure of the filled vacancy shall be until the next election.

4.3.2 Executive Office restrictions:

In the event of a vacancy on the Executive Board, Officers cannot perform the duties of another officer, except on an emergency bases.  The Board will agree to a Board member fulfilling the position’s duties temporarily until the return of the office holder or the Board appoints a replacement until the next scheduled election. This emergency situation should not exceed 3 months before the Board declares the position vacant. 

4.3.3 Normal order of succession to the President:

Vice-President followed by  Directors in order of their Tenure on the Board.

4.4 PRESIDENT:

The President shall preside at meetings of the Board. He/She shall set the goals of the Society, and shall be responsible for establishing the Society's policies and procedures.

4.5 VICE-PRESIDENT:
The Vice-President shall carry out the duties of the President when the President is unable to do so. He/She shall establish and maintain the Society's structure, including all local Computer Clubs. He/She shall be the liaison between the Society and vendors, and between the Society and affiliated organizations.
4.6 SECRETARY:
The Secretary shall maintain the files of the Society, record the minutes of all Board meetings and of Society meetings as directed by the President.
4.7 TREASURER:
The Treasurer shall maintain and assume responsibility for the Society finances in accordance with General Accepted Accounting Practices.
4.8 REGIONAL DIRECTORS(5):
The Regional directors shall be the liaison between all Computer Clubs and SIGs within their regions and the rest of the Board of Directors. Each regional director will be responsible to those members who vote within the region. Regional boundaries will be decided by a majority vote of the Board of Directors.
4.9 PARLIAMENTARIAN:
A past member of the board of directors shall be asked to serve as the parliamentarian of the board of directors. He/She will decide on meeting procedure and settle disputes among members of the board. The parliamentarian will not have a vote on the board but will serve in an advisory capacity.

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ARTICLE V - Computer Club

5.1 COMPUTER CLUB:
A Computer Club of the Society may be formed with the consent of the Board of Directors. Computer Club will be administered and coordinated by the Vice-President and by Computer Club Coordinators.
5.2 COMPUTER CLUB COORDINATORS:
Each Computer Club shall elect its own Coordinator in the sixth month after the Board of Director's election. Computer Club Coordinators shall be responsible for all of the affairs of their Computer Club in accordance with Society policies.
5.3 COMPUTER CLUB MEETINGS:
Computer Club shall meet a minimum of ten (10) times per year. The agenda shall be determined by the Computer Club Coordinator.
5.4 MEETING DECORUM:
Meetings shall promote the exchange of ideas and information relevant to the objectives of the Society. Meetings shall not be commercialized by any member or non-member except for the purpose of membership education. The Board of Directors will determine whether or not a matter is commercial.
5.5 SPECIAL MEETINGS:
Special meetings may be called by the President.
5.6 PLACE OF MEETINGS:
The Board of Directors may designate a meeting place within or outside the State of Illinois for holding anyregular or special meeting.
5.7 NOTICE OF MEETINGS:
Notice of meetings shall be sent to each member, published in the Society newsletter, and/or appear on the Society Bulletin Board System indicating the time and place of the meeting, and other information relevant to the meeting.

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ARTICLE VI - Special Interest Groups

6.1 SPECIAL INTEREST GROUPS:
Special Interest Groups, hereafter referred to as SIGs, shall be organized on an as-needed or membership-requested basis with the approval of the Board of Directors. The purpose of SIGs will be to educate members about specific areas of microcomputer usage. A Society member will lead each SIG unless otherwise agreed upon by the Board of Directors. SIG meeting times and places will be determined by SIG Coordinators.
6.2 OTHER GROUPS:
If an organization wishes to become affiliated with the Society, but does not wish to retain its own finances and membership lists, the members of that organization may elect to join the Society as a Special Interest Group. Members of that organization will become Individual or Senior Members of the Society, with all the rights and privileges that accrue, including the right of access to the Society treasury for approved SIGexpenses. All group meetings must be coordinated with the Board of Directors, and all other Society members will have the right to attend meetings of the SIG.

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ARTICLE VII - Operating Committees and Chairs

7.1 OPERATING COMMITTEES:
The following committees shall constitute the operating committees of the Society:
7.1.1 MEMBERSHIP:
The Membership Committee shall be responsible for all Society membership activities. They shall maintain the official Society membership data base. They shall also be responsible for liaison with the membership officer of organizations that have taken up affiliate status with the Society.
7.1.2 EDUCATION:
The Education committee shall coordinate all education related activities.
7.1.3 LIBRARY SERVICES:
The Library Services committee shall establish, organize and maintain the Society's software library. They shall arrange to have Shareware and Public Domain Software available for members, and shall serve as the Society liaison with other user group librarians.
7.1.4 HARD-COPY/ (EDITOR):
The Newsletters committee shall be responsible for the production and circulation of the Society newsletter.
7.1.5 SPECIAL EVENTS:
The Special Events committee shall coordinate special events for the Society (i.e., special meetings, expositions).
7.1.6 PUBLIC RELATIONS:
The Public Relations committee shall coordinate the Public relations efforts of the Society. They shall serve as a Society liaison with retailers, the media, and other groups.
7.1.7 BULLETIN BOARD SYSTEMS:
The Bulletin Board Systems committee shall oversee the maintenance, operation, and development of the Society's electronic communication vehicle(s).
7.2 CHAIR:
The committees will chaired by a member in good standing chosen by the board of directors. The chair will be responsible to the board and be required to submit monthly reports to the board. Any member in good standing who wishes to chair an operating committee may be requested to submit a proposal to the board ofdirectors. The chairs shall be responsible for forming thecommittee and assigning tasks to the members of the committee and overseeing all activities of the committee. The chair will be reviewed every year and selected at the board meeting six months after the general election.
7.3
Operating Chairs may be added or abolished by a majority vote of the board as it deems necessary.

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ARTICLE VIII - Budgets

8.1
The fiscal year of the Society shall begin on the first day of October and end on the last day of September each year.
8.2
Each year the Board of Directors shall prepare a budget.
8.3
The membership may not incur a liability for the Society with out prior approval of the Board of Directors. Board members and operating chairs may incur a reasonable expense (as defined by the board of directors) without prior board approval. All other expenditures must be approved in advance by the Board of Directors in accordance with article 8.4.
8.4
Any contract lasting more than one year or committing funds of the Society of more than an amount determined by majority vote of theBoard of Directors shall be subject to approval by a majority of the Board of Directors before such contract may take effect. The contract must have two signatures, one of which must be a member of the executive committee.
8.5
All Society checks shall have the signature of any two of the executive officers.

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ARTICLE IX - Membership Dues

9.1
The annual dues for the Society shall be established by the Board of Directors. Dues may entitle the member to some or all of the following rights, allowing first for the provisions of Article II: admission to any regularly scheduled monthly Society meeting including Computer Club meetings, Bulletin Board access, the Society journal, and admission to SIGs. Senior memberships will be offered at a reduced rate with acceptable proof of age.
9.2
The dues and rights assigned to each category of membership, may be changed by a majority vote of the Board of Directors.
9.3
Dues shall be payable each year during the month membership began.
9.4
When a member is in default for a period of two months from the date he should have renewed, membership may be terminated as provided in Article II, Section 3. A member who is terminated shall not be relieved of the obligation to pay dues theretofore accrued and unpaid.

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ARTICLE X - Assets

10.1
The Society may accumulate assets by prior approval of the Board of Directors.
10.2
Assets shall be used only for the business of the Society, unless otherwise agreed by the Board of Directors.
10.3
Assets shall not be disposed of without prior approval of the Board of Directors, and then only in accordance with the State of Illinois Not-for-Profit Corporation Act and the provisions set forth in the Articles of Incorporation as from time to time amended.

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ARTICLE XI - Bylaws

11.1
The membership may propose changes to the Society Bylaws by written request to the Board of Directors. Such requests will be acted upon by the Board within sixty days.
11.2
A majority vote of the Board of Directors and all Computer Club and SIG coordinators shall be required to amend the Bylaws.
11.3
Bylaws changes shall be stated on election ballots at the next general election. The membership will be able to rescind changes to the bylaws.

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ARTICLE XII - Group Dissolution

12.1

A recommendation to dissolve the Society may only be made by the Board of Directors when one of two events occur: (1) when the monetary assets of the society become too low to enable it to meet its obligations; or (2) when the sum total of its membership, in the judgment of the Board of Directors, becomes too low to be practical.  Dissolution shall require approval by two thirds of the members present in person at a meeting called by the Board of Directors for this purpose.

12.1.1 Notification:

Membership will be notified in writing a minimum of 30 days in advance of the Board of Directors meeting to discuss the Dissolution of the Society.  This notice shall clearly state the purpose of the meeting, date to be held, time the meeting will convene and location of the meeting.  A special location may be required to accommodate a group larger than the normal Board meetings attendants.   Method of notification can be by the E-Zine distribution, Yahoo Groups and or postcard.

12.1.2 Society Obligations:

All known obligations will be addressed and the Treasurer/ Appointed Treasurer will be instructed to meet all obligations at the earliest date.

12.1.3 Society Assets:

12.1.3.1 Soft assets:

Soft assets include the Society URLs, the remaining balances on the Society Website Hosting costs, E-Zine account, and the Liability Insurance.  Once the Board has settled on a final termination date, an attempt should be made to recoup any reasonable portion of premiums paid and not used.  The Board should seek out outside parties interested in the purchase of the Societies URLs and put all proceeds in the General Fund.

12.1.3.2 Hard assets:

Hard assets include the projectors, the Society computer and printer and miscellaneous other items.  The Board will decide the non-profit or not-for-profit organization(s) to receive the donation of all hard assets on inventory.

12.1.4 Society Documents:

The Board must collect the Society Documents and provide for the storage of these documents for the time required by Illinois State Corporation Law for Non-for-profit organizations and Federal Laws relating to the IRS and 501(c)3 regulations.  The location of these documents shall be made known to all past Executive Board members still in the Chicagoland area.  Any costs involved in this storage shall be paid in advance plus 30 days by the Treasurer.  The Board will make known a list of three individuals any of whom will be responsible for the disposal of these documents after the legal time limits and before the 30 day extension of time on paid storage.

12.1.5 Disposition of remaining General Funds:

Any and all remaining funds of the Society shall be distributed equally among three non-profit and or not-for-profit organizations approved by the Board of Directors.

12.1.6 Websites and groups:

The Board will oversee the removal of all known Websites representing the Society or order in writing the removal of the name “Chicago Computer Society” and any logo from groups wishing to continue to exist.

12.2

Notice of a meeting called to recommend dissolution of the Society shall be mailed to the membership at least thirty days prior to the date of said meeting.

12.3

Upon dissolution of the Society, any assets will be disposed of in accordance with the State of Illinois Not-for-Profit-Corporation Act and Section 501(c)(3) of the Internal Revenue Code.

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ARTICLE XIII - Matters not Covered by the By-laws

13.1
Any matter not covered by these by-laws shall be covered by the latest edition of Robert's Rules of Order and by laws of the state of Illinois and/or the United States of America governing not-for-profit-corporations.

Revisions as of July 2009 approved Sept 2009
      Article 4.2.1
      Article 4.3
      Article 4.3.1
      Article 4.3.2
      Article 4.3.3
      Article 12.1.1
      Article 12.1.2
      Article 12.1.3
      Article 12.1.4
      Article 12.1.5
      Article 12.1.6

Revisions as of April 2006 approved Sept 2007
     Article 3.3 Election
     Article 3.8 Termination of Directors
     Article 3.10 Quorum
     Article 5.1 Designated Chapter - This Article was removed from the Bylaws,
          remaining articles re-numbered
     All instances of  'Chapter' are changed to 'Computer Club’ in the following Articles
          Article 3.3
          Article 4.5
          Article 4.8
          Article V -
          Article 9.1
          Article 11.2

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The Chicago Computer Society
P.O. Box 159                      (708) 588-0385
LaGrange, IL 60525-0159  
   1ccsadmin@comcast.net

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November 09, 2013

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