Club By-laws

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Articles of Association and By-laws

(A Non-Profit Unincorporated Association)

Article One – Name and Location

Section 1 – Name

The name of the organization shall be Atlanta Historical Computing Society, abbreviated as A.H.C.S..

Section 2 – Location

All club meetings will be held at locations within the Atlanta metropolitan area as designated by the club president.

Article Two – Purposes and Structure

Section 1 – Purposes

This association is organized exclusively for charitable, literary, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the internal revenue code, or the corresponding section of any future federal tax code. The purposes of the Association include educational activities related to computing history, promoting a sense of community among people interested in computing history, engaging in charitable, civic, or educational activities that will contribute to the education of the public; and exercising other powers conferred by the laws of Georgia on nonprofit associations.

This Association shall be self-governing, self-supporting, non-commercial, non-sectarian, nonprofit and nonpartisan.

No part of the net earnings of the Association shall inure to the benefit of any director of the Association, officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes); and no director, officer or and private individual shall be entitled to share in the distribution of any of the association assets on the dissolution of the Association. No substantial part of the activities of the Association shall be for the distribution of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publication of statements about) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

The Association is organized pursuant to Georgia law and does not contemplate pecuniary gain or profit and is organized for nonprofit purposes which are consistent with the provisions of Section 501 (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended.

The Association shall not conduct or carry on any activities not permitted for an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue code and Regulations as they now exist or as they may be amended.

The Association shall observe all local, state and federal laws which apply to nonprofit organizations.

Upon dissolution of the Association or the winding up of its affairs, the assets of the association shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501 (c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.

Article Three – Membership

Section 1 – Membership

Membership in this organization is open to any person who participates in the Atlanta Historical Computing Society.

Section 2 – Qualification

Eligible persons shall become members by agreeing to uphold the by-laws and by making a donation, each year. Donations may be either as money or as objects of value to the association. Upon fulfilling these qualifications, a member shall be considered in good standing and be entitled to any and all rights and privileges of membership.

Section 3 – Donations

The minimum recommended annual donation shall be determined by a vote of the Board of Directors.

Section 4 – Associate Members

People who join the Association’s online forum but who have not fulfilled the membership requirements will be considered Associate Members and have non-voting status.

Article Four – Annual Business Meeting

Section 1 – Date and Time

The Annual Business Meeting shall be held each year in October, at the end of the regular monthly meeting.

Section 2 – Agenda

The agenda shall include:

Report on Association Finances
Report on Membership development
Election of New Officers

Article Five – Directors

Section 1 – Qualification

Any member in good standing is eligible to serve on the Board of Directors.

Section 2 – Powers

The Board of Directors shall be the governing body of the organization and shall manage, control, and direct the affairs and property of the organization.

Section 3 – Compensation

No Director shall receive compensation for any service he or she may render to the organization. Board members may be reimbursed for actual expenses incurred in the performance of their duties.

Section 4 – Membership

The Board of Directors shall consist of the Officers and any additional Director positions, which the Board of Directors shall authorize.

Section 5 – Officers

Officers and any Director positions shall be elected at the Annual Business Meeting and will take office immediately. The nominating committee will name a slate of officers and the floor will also be open for nominations. The officers will be elected by simple majority of the membership present. Vacancies of officer and director positions having unexpired terms shall be filled by appointment by a majority of the remaining Directors. A member may hold more than one office, provided that the President and Vice President are two separate members. The officers and their respective duties are as follows:

The President shall:

Preside at all meetings of the organization;
Authorize expenditures up to $250. Higher amounts must be approved by the Board of Directors.
Conduct other business of the Association.
Resolve problems in the membership;
Regularly review the organization’s financial position, with the Treasurer;
Perform any other specific duties as outlined in the by-laws of the organization.

The Vice President shall:

Preside at meetings in the absence or inability of the president to serve;
Chair the Program Committee and coordinate, plan and promote meeting programs, subject to the approval of the President.
Maintain a schedule of meeting programs.
Perform administrative functions delegated by the president;
Perform other specific duties as outlined in the by-laws of the organization.

The Secretary shall:

Maintain the records of the officer elections, approved by-laws, and committee listings;
Record all business transacted at each meeting of the Association as well as any Board of Directors meetings;
Other specific duties as outlined in the by-laws of the organization.

The Treasurer shall:

Deposit monies received;
Maintain the current membership list including full contact information, based on information provided with donations;
Make payments as directed by the President (subject to section 5a.) or Board of Directors;
Present a current financial report at meetings of the Board of Directors, at business meetings of the general membership or when requested by the President or Vice-President;
Maintain an accurate and detailed account of all monies (and donated objects of substantial value) received and disbursed;
Reconcile all bank statements as received and resolve any discrepancies with the bank immediately;

The Membership Officer shall:

Work to expand membership of the Association;
Greet potential new members at meetings and maintain a list of their names;
Main a chart of total meeting attendance and report results at least quarterly;

The Public Relations Officer shall:

Work to expand public awareness of the Association;
Arrange for the Association to be represented at relevant, nearby shows;
Produce and direct the annual Vintage Computer Festival Southeast;

Section 6 – Term

Each elected officer and director shall serve a term of one (1) year or until a successor has been duly elected or appointed.

Section 7 – Meetings

The Board of Directors shall meet as needed but at least once per year, prior to the Annual Business Meeting. Meetings of the Board of Directors may be called by the President or by agreement of a majority of members of the Board of Directors. Meetings may be held in person or by real time electronic communications.

Section 8 – Notice

Notice of any meeting of the Board of Directors shall be given at least two days in advance, by telephone or email. Any Director may waive notice of any meeting, and the attendance of a Director at any meeting shall constitute a waiver of notice of such meeting.

Section 9 – Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10 – Voting

Each member of the Board of Directors, shall have the right to cast one vote, even if that member holds more than one officer position. The decision of a majority of the voting members present at a meeting at which a quorum is established will be binding on the organization, unless provisions of these By-laws require greater vote.

Section 11 – Rules

The President shall preside at meetings of the Board of Directors and membership meetings. Meetings of the Board of Directors and business portions of membership meetings, will be governed by Simplified Roberts Rules of Order, as defined by the President.

Section 12 – Proxy

No voting by proxy will be allowed.

Article Five – General Provisions

Section 1 – Fiscal Year

The fiscal year of this organization shall be January 1 through December 31.

Section 2 – Operating Funds

Operating funds shall be maintained in a general fund, and an accounting of such funds shall be presented at all business meetings and meetings of the Board of Directors.

Section 3 – Annual Statement

The Directors shall present at each annual meeting, or when called by vote of the members at any meeting, a full and clear statement of the condition of the organization.

Section 4 – Group Exemption

This nonprofit organization will qualify as a tax-exempt organization under the provisions of Section 501(c)(3) of the Internal Revenue code and its Regulations as they now exist.

Article Six – Standing Committees

Section 1 – Nominating Committee

Meet to receive nominations for the elected offices and directors of the organization and to prepare a slate of nominees for the election of officers. The committee shall be made up of the Board of Directors.

Section 2 – Additional

The President shall appoint any needed additional standing committees.

Article Seven – Amendments

Section 1 – Amendments to By-laws

These By-laws may be altered, amended, or repealed and new By-laws may be adopted by a two-thirds majority of the Directors present, provided that such alterations, amendments, or proposed substitute By-laws have been read or distributed to all Directors at least one week prior to the vote.

Certificate of Secretary

I certify that I am the duly elected and acting secretary of the Atlanta Historical Computing Society and these By-laws constitute the association’s By-laws. The By-laws were duly adopted at a meeting of the board of directors held on _____________.

Dated: ______________________

Name_________________________________

Sign________________________________

Secretary of the Association

The signed document will be held on file by the Secretary and subject to review by members.