BY-LAWS

OF

 Microsoft Developers of Southwest Michigan

 

Article I - Identification

Section 1. Name. The name of the organization is Microsoft Developers of Southwest Michigan (hereinafter referred to as "MDSM").

Section 2. Registered Office and Resident Agent. The Registered Office and Registered Agent will be the person and address (in the State of Michigan) designated, from time to time, by the Executive Board of MDSM.

Section 3. Seal. MDSM will not have a seal; the Executive Board of MDSM shall order a seal if it becomes necessary in the future.

Section 4. Fiscal Year. The fiscal year will be set by the Executive Board of MDSM.

 

Article II - Members

Section 1. Software engineers/developers from the southwest Michigan region, and other interested persons, may become and/or continue being members of MDSM by attending any MDSM meeting or by adding their name to the mailing list.

Section 2. Software engineers/developers from the southwest Michigan region, and other interested persons, may become and/or continue being Supporting Members of MDSM by paying annual Dues.

Section 3. Dues. Annual Dues for Supporting Members will be set by a vote of the Supporting Membership. Initially, Dues will be set the Executive Board of MDSM. The Dues policy shall remain unless changed at an Annual Business Meeting or a Special Business Meeting.

Section 4. Supporting Members have ultimate control over MDSM. A majority of Supporting Members present at two consecutive business meetings (where a Quorum is present) may overrule any action by the Executive Board, replace any Officer, amend the bylaws, or approve a variance from the bylaws.

 

Article III - Meetings of Supporting Members

Section 1. Annual Business Meeting. The Annual Business Meeting will be held once a year, on the date and at the place and time set by the Executive Board of MDSM. Failure to hold the Annual Business Meeting at the designated time shall not work a forfeiture or dissolution of MDSM.

Section 2. Special Business Meetings. The President, a majority of the Executive Board, or one tenth of the Supporting Membership may call a special business meeting.

Section 3. Notification of Business Meetings. Notice will be given by internet e-mail, stating the place, date, and time of the meeting, at least three weeks in advance.

Section 4. Special Business Meetings without Notice. In the event that an urgent matter requires a decision by the Supporting Members and there is not sufficient time for a Notification of Business Meeting, the President may declare any Regular Meeting to be a Special Business Meeting on a provisional basis. Any decisions made in such a Provisional Special Business Meeting must be published to the Members within 7 days or shall be held invalid. Decisions made in a Provisional Special Business Meeting shall be held to be valid unless rejected at a later Annual Business Meeting or Special Business Meeting within 30 days of the publication of said actions.

Section 5. Voting at Business Meetings. Each Supporting Member present shall have one vote. Voting shall be by acclamation. Any Supporting Member may challenge a vote by acclamation and request a vote by hand count.

Section 6. Quorum. 20% of the Supporting Membership shall constitute a Quorum. No vote of the Supporting Members may be held unless a Quorum is present for the vote.

Section 7. Purpose of a Business Meeting. An Annual Business Meeting or a Special Business Meeting may be called for any purpose described in a Notification of Business Meetings. The following specific action items may only be decided at an Annual Business Meeting or a Special Business Meeting:

i. Amendment of Bylaws.

ii. Election of Officers.

iii. Removal and replacement of Officers.

iv. Alteration of Dues amount and schedule.

Section 8. Regular Meetings. MDSM may hold Regular Meetings for purposes including but not limited to: disseminating information, demonstrating projects and commercial products, education, career development, job searches, professional contacts, and social events. The Annual Business Meeting or a Special Business Meeting may be combined with any Regular Meeting.

Section 9. Prohibited Activities. Before, during and after all Regular Meetings, Annual Business Meetings, and Special Business Meetings, activities including but not limited to solicitation and recruitment are strictly prohibited.

 

Article IV - Officers

Section 1. The Officers of MDSM will be elected from among the Supporting Membership by a majority of Supporting Members present at the Annual Business Meeting. Each Officer shall be elected to a Term of Office of not more than one year. There are no restrictions on the number of consecutive nor total Terms of Office a person may serve in a given office. In the event that an Officer must be replaced during a Term of Office, the replacement Officer’s Term of Office concludes at the next Annual Business Meeting.

Section 2. The Officers shall be: the President, Vice-President, Treasurer and Secretary.

i. Duties of the President. The President shall preside over Annual Business Meetings, Special Business Meetings, Regular Meetings, and election of Officers. The President may call a Special Business Meeting. In the event that MDSM is dissolved, the President shall be empowered to dispose of any remaining assets as specified in Article VI, Section 1, unless the Treasurer has already disposed of said assets. In the event that the Treasurer is unavailable to perform his or her duties, the President shall have authority to spend MDSM funds for MDSM purposes approved by the Executive Board or by vote of the Supporting Members in an Annual Business Meeting or a Special Business Meeting. The President shall decide all ties in votes of the Executive Board.

ii. Duties of the Vice-President. The Vice-President shall preside in all meetings and otherwise fulfill the President’s duties in the event the President is unable to do so. The Vice-President shall serve as Acting President in the event that the President becomes permanently unavailable to serve, and shall remain as Acting President until a Special Business Meeting can be called to elect a new President.

iii. Duties of the Treasurer. The Treasurer shall accept and deposit all Dues. The Treasurer shall maintain a list of Supporting Members, and shall remove Members from the list when their Dues payments expire. The Treasurer shall notify each Member when the Member’s Supporting Member status lapses. The Treasurer shall have authority to spend MDSM funds for MDSM purposes approved by the Executive Board or by vote of the Supporting Members in an Annual Business Meeting or a Special Business Meeting. The Treasurer shall make a report of the treasury funds at each meeting. The Treasurer shall keep a record of all financial transactions, including but not limited to records that may be required by law.

iv. Duties of the Secretary. The Secretary shall maintain all MDSM records other than financial records maintained by the Treasurer. The Secretary shall record all business decided by the Officers, the Executive Board, or the Supporting Members. The Secretary shall record the results of all votes.

 

Article V - The Executive Board

Section 1. The Executive Board shall consist of the President, Vice-President, Treasurer, Secretary, and all Committee Chairs. The President or a majority of the Officers can appoint, assign, dissolve, or reassign Committee Chairs as necessary.

i. Committee chairs and their Committees shall be responsible for all MDSM duties not expressly assigned to the Officers or to the Supporting Members within these bylaws. Such duties include but are not limited to: promotions and marketing; membership support and membership drives; Member communications; Web presence; program development and planning; special event planning; acquisition of door prizes and other Member benefits; and facilities management.

ii. Each Committee Chair shall be empowered to form and run his or her Committee as he or she sees fit.

iii. Each Committee Chair shall make reports to the Executive Board on the activities of his or her Committee and on the progress of any tasks assigned to that Committee. These reports shall be made according to a schedule agreed upon by the Executive Board.

iv. Each Committee Chair shall be empowered to spend funds in the performance of Committee business as long as such expenditures are approved by the Executive Board. Expenditures may be approved in advance, in which case the Treasurer shall issue funds to cover the expenditures. Expenditures may be approved after the fact, in which case the Treasurer shall issue reimbursement funds. If a Committee Chair, a Committee member, or an Officer chooses to expend personal funds for a Committee purpose without first obtaining approval from the Executive Board, he or she does so as a matter of personal choice, and is under no circumstances guaranteed a reimbursement of said funds. Reimbursement shall not be unreasonably denied.

Section 2. The Executive Board shall meet from time to time as necessary, at such place and time as determined by a majority of the Executive Board. The purpose of such meetings includes but is not limited to: creating, assigning, reassigning, and dissolving Committee Chairs; accepting and reviewing Committee reports; assigning tasks to Committees; and appointing interim Officers in the event of a vacancy. If, in the discretion of the Executive Board, there is a need to act more quickly than it is possible to hold a Special Business Meeting, the Executive Board shall also be empowered to take as an Extraordinary Action any action reserved to the Supporting Members with the sole exception of amending these bylaws. Such Extraordinary Actions must be approved after the fact by the Supporting Members in a Special Business Meeting or Annual Business Meeting at the earliest opportunity. In the event that the Supporting Members elect not to approve said Extraordinary Actions, the Executive Board must make a good faith effort at reverse the results of said Extraordinary Actions.

Section 3. A majority of the Executive Board is necessary to make policy without a vote of the Supporting Membership, subject to Article II Section 4. In the event of a tie vote, the President will be the deciding vote.

 

Article VI - Dissolution

Section 1. If there is no activity of the Advanced Microsoft Developers of Southwest Michigan for six months, then the Executive Board may choose to dissolve the organization. Upon such dissolution, the Treasurer or the President will give any remaining assets of the organization to one or more non-profit organizations (as specified by the Internal Revenue Service) of the Treasurer's or President’s choosing.