Name of the Organization
Section 1.01. The organization shall be known formally as the North American Ingres Users Association, a California Corporation, hereafter for the purposes of these bylaws, known as the NAIUA. It shall be acceptable to use the acronym NAIUA as a shorthand version of this name.
Scope of these Bylaws
Section 1.02. These Bylaws shall provide for the organization and conduct of the NAIUA. The word and intent of the bylaws are to be followed in matters that are addressed by the Bylaws. These Bylaws do not expressly prohibit members of the NAIUA from acting on matters that are not addressed by the Bylaws, but in such cases actions by members must further the goals of the organization as a whole.
Goals of the Organization
Section 1.03. The first goal of the NAIUA is to foster the exchange of information among NAIUA members to assist them in the conduct of their professional activities through the improved use of the Ingres database and related products and services. The second goal of the NAIUA is to foster the exchange of information between NAIUA members, Computer Associates International, Inc., hereafter known as Computer Associates, and other vendors of Ingres related products and services. This may include, but is not limited to, members providing feedback on their experiences with and desires for improvements in Ingres related products to Computer Associates and other vendors, and Computer Associates and other vendors providing information enabling the effective use of their products to NAIUA members. It is the intent of the NAIUA to be recognized as the best non-profit provider of effective and objective information exchange forums for the benefit of Ingres users. The organization shall be operated in the best interest of its members, as a non-profit corporation, with equal access to information exchange forums by all members of the organization.
Definitions
Section 1.04. For the purpose of these Bylaws, the following terms shall have the meanings defined in this article.
(a) The term "Regular Member" refers to a member of the NAIUA as defined in Section 3.01(a).
(b) The term "Affiliate Member" refers to a member of the NAIUA as defined in Section 3.01(b) and is someone who meets the criteria for Regular Membership, but does not reside in or do business primarily in North America (Canada, United States, and Mexico).
(c) The term "NAIUA membership" refers to the collective voting membership of the NAIUA.
(d) The term "NAIUA member" refers to a member of the NAIUA who is entitled to vote as specified in Section 4.10(a)."
(e) The term "regular meeting" refers to the meetings to which the collective membership of the NAIUA is invited.
(f) The term "Ingres" refers to the family of relational database management software and related software packages produced by Computer Associates.
(g) The term "LUGS" refers to the Local Users Groups which share an interest in the Ingres product set with the NAIUA, but which are separate organizations and not an official part of the NAIUA itself.
(h) The term "RUGS" refers to the Regional Users Groups which share an interest in the Ingres product set with the NAIUA, but which are separate organizations and not an official part of the NAIUA itself.
Principal Office
Section 2.01. The principal office of the Corporation for its transaction of business is located at 2107 Del Monte Avenue, Monterey, California, 93940.
Change of Address
Section 2.02. The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another in the State of California. Any such change shall be noted by the Vice President in these Bylaws, but shall not be considered an amendment of these Bylaws.
Classification and Qualification of Members
Section 3.01. The Corporation shall have two classes of members: Regular Members and Affiliate Members.
(a) Regular Members of the Corporation shall be those persons who are directly affiliated with a North American organization that possesses a valid license for an Ingres product or who are providers of Ingres related products or services in North America, who have paid an annual membership fee for the current membership year, and who are not employees or principals of business organizations determined by the Board of Directors to be significant database software business competitors of Computer Associates. Each such person shall be entitled to one Regular Membership. Employees of Computer Associates and any parent organization or entity owned by the parent organization are not eligible to be Regular Members. The Board of Directors, with advice from Computer Associates, will maintain a list of organizations which have been determined to be direct competitors.
(b) Affiliate Members meet all the same criteria as Regular Members, except that they do not reside in or engage in business primarily in North America (Canada, United States, and Mexico). Affiliate Members retain the same benefits as Regular Members, except they may not hold elected office within the NAIUA (currently confined to the five elected Directors of the NAIUA). Affiliate Memberships are provided to allow international Ingres product line customers to benefit from and contribute to the goals of the NAIUA, however, the NAIUA focuses primarily on its North American constituency.
Corporate Membership
Section 3.02 Corporate memberships may be purchased by a corporation or other organization and held by the corporation to provide convenient transferability within the organization of either Regular or Affiliate Memberships. An individual corporation employee or organization member's name must be identified with each membership. Memberships may be transferred at the request of the corporation or organization to another employee or member's name. Any eligibility for benefits or discounts acquired under the membership must also be transferred at this time. To enroll members under the corporate membership program, the corporation or organization must purchase a minimum of three memberships. Corporate memberships may be offered at a discounted price.
Application Fee
Section 3.03. There shall be no fee for making application for membership in the Corporation.
Dues
Section 3.04. The annual dues payable to the Corporation by members shall be in such amounts as shall be determined by resolution of the Board of Directors. Dues shall be payable for the first year on admission to membership and annually thereafter at such time as may be fixed by the Board of Directors. A member, on learning of the amount of dues determined by the Board of Directors and the time of payment fixed by the Board of Directors, may elect to terminate membership by not paying those dues.
Assessments
Section 3.05. Memberships shall be nonassessable.
Number of Members
Section 3.06. There shall be no limit on the number of members the Corporation may admit.
Membership Book
Section 3.07. The Corporation shall keep in any form capable of being converted into written form a membership book containing the name, address, and organizational affiliation of each active member. Such book shall be kept at the principal office of the Corporation and shall be subject to the rights of inspection required by law as set forth in Section 3.08 of these Bylaws.
INSPECTION RIGHTS OF MEMBERS
Demand
Section 3.08.
(a) Subject to the Corporation's right to set aside a demand for inspection pursuant to Section 8331 of the Corporations Code and the power of the court to limit inspection rights pursuant to Section 8332 of the Corporations Code, and unless the Corporation provides a reasonable alternative as permitted by Section 3.07(c) of these Bylaws, a member satisfying the qualifications set forth hereinafter may do either or both of the following:
(1) Inspect and copy the record of all the members' names, addresses, and corporate affiliations, at reasonable times, on ten (10) business days prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested; or
(2) Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses, and corporate affiliations of those active members, as of the most recent record date for which it has been compiled or as of the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
MEMBERS
Permitted to Exercise Rights of Inspection
(b) The rights of inspection set forth in Section 3.08 (a) of these Bylaws may be exercised by any member, for a purpose reasonably related to such person's interest as a member. Use of the membership list as a means of soliciting business or encouraging persons to change employers is not considered to be in the interests of the organization.
Alternative Method of Achieving Purpose
(c) The Corporation may, within ten (10) business days after receiving a demand pursuant to Section 3.08(a) of these Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 3.08 (a) of these Bylaws shall be deemed reasonable, unless within thirty days after acceptance of the offer, the Corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Corporation does not meet the proper purpose of the demand made pursuant to Section 3.08 (a) of these Bylaws.
Certificates of Membership
Section 3.09 The Corporation shall not issue membership certificates; however, the Corporation reserves the right to issue identity badges or similar devices to members which serve to identify members qualifying to use the facilities or services of the Corporation.
Nonliability of Members
Section 3.10 A member of the Corporation shall not solely because of such membership be personally liable for the debts, obligations, or liabilities of the Corporation.
Transferability of Membership
Section 3.11 Neither the membership in the Corporation nor any rights in the membership may be transferred for value or otherwise.
TERMINATION OF MEMBERSHIP
Causes
Section 3.12 (a) The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes:
(1) The voluntary resignation of a member with notice as prescribed by Section 3.11 3.12 (b) of these Bylaws;
(2) The expiration of the annual membership period without payment of dues;
(3) The death of a member;
(4) The dissolution of the Corporation;
(5) The nonpayment of dues, subject to the limitations set forth in Section 3.12 (c) of these Bylaws; and
(6) The expulsion of a member for cause as a result of a second sanctioning as prescribed in Section 3.12 (d).
Resignation by Giving Notice
(b) The membership of any member of the Corporation shall automatically terminate on such member's written request for such termination delivered to the President or Secretary of the Corporation personally or through another reliable means of communication.
Nonpayment of Dues
(c) The membership of any member who fails to pay his or her dues when due and within sixty (60) days thereafter shall automatically terminate at the end of that sixty (60) day period without further notice.
Sanctioning of a Member for Cause
(d) The NAIUA Board of Directors or its designees may sanction members at NAIUA activities for failing to abide by these Bylaws, official policies of the Board of Directors, or the Canons of Conduct of the NAIUA. The NAIUA Board of Directors will mail a written notice to the member or conduct a meeting with the member and a quorum of the Board present stating the reasons for sanctioning a member. For ninety (90) days after sanctioning, the member may not engage in any NAIUA activity. Within ninety (90) days of the sanctioning notice, the member may file an appeal with the Board of Directors of the NAIUA. The Board will review the appeal within six (6) months of receipt of the appeal, as provided in the grievance procedure of Section 9.03.
A sanctioned member may apply for reinstatement after the sanction period. Anyone who has been sanctioned twice may not be reinstated as a member.
Effect of Termination
(e) All rights of a member in the Corporation and in its property shall cease on the termination of such member's membership or during a sanction period. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, or fees, or arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
Place
Section 4.01. Regular or special meetings of members shall be held at such location within North American as may be designated from time to time by resolution of the Board of Directors.
Regular Meetings
Section 4.02. The members shall meet annually on a date determined by the Directors for the purpose of transacting such proper business as may come before the meeting, including the election of Officers for such terms as are fixed in Section 6.01 of these Bylaws. If the election of Directors shall not occur at any such meeting of the members, or by written ballot pursuant to Section 6.02 of these Bylaws, the Board shall or a quorum of the members may cause the election of Directors to be held at a special meeting of members called and held as soon as it is reasonably possible after the adjournment of the regular meeting of the members.
Special Meetings
Section 4.03. Special meetings of members shall be called for any lawful reason by the President of the Corporation or by a quorum of the members of the Corporation and held at such place as may be selected.
Notice of Meetings
Section 4.04. Written notice of every meeting of members shall be delivered either personally or through another reliable means of communication, no later than fifteen (15) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat.
In the event given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Corporation. In the case of a specially called meeting of members, notice that a meeting will be held at a time requested by the person or persons calling the meeting not less than thirty (30) days nor more than ninety (90) days after receipt of the written request by the President of the Corporation shall be sent to the members forthwith and in any event within fifteen (15) days after the request was received.
No meeting of members may be adjourned and reconvened later.
Contents of Notice
Section 4.05. The notice shall state the place, date, and time of the meeting. In the case of regular meetings, the notice shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members. Provision of such notice will not prevent the introduction of other business at the meeting.
Waivers, Consents, and Approvals
Section 4.06. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records.
Quorum
Section 4.07. A quorum at any meeting of the NAIUA membership shall consist of ten (10) percent of the voting power of the current NAIUA membership, represented in person or by proxy. For purposes of this bylaw, "voting power" means the power to vote for the election of officers at the time any determination of voting power is made.
Loss of Quorum
Section 4.08. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.
Adjournment for Lack of Quorum
Section 4.09. In the absence of a quorum, any meeting of members may be adjourned by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted except as provided in Section 4.08 of these Bylaws.
VOTING OF MEMBERSHIP
Entitlement
Section 4.10. (a) Each Regular or Affiliate Member is entitled to one vote on each matter or office submitted to a vote of the members. No other persons shall be entitled to vote on any matter submitted to a vote of the members.
Record Date of Membership
(b) The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of any meeting of members. Such date shall not be more than one-hundred eighty (180) days before the date of the meeting. The Board of Directors shall fix no more than sixty (60) days before the date of the meeting the record date for purposes of voting at a meeting.
Proxy Voting
(c) Members entitled to vote, as set forth in Section 4.10(a) of these Bylaws, shall have the right to vote either in person or by a written proxy executed by such person filed with the Vice President of the Corporation, except as otherwise expressly provided in these Bylaws, provided, however, that a proxy shall not be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall continue in full force and effect until revoked by the person executing it prior to the vote pursuant thereto.
ACTION WITHOUT MEETING BY WRITTEN BALLOT
Ballot Requirements
Section 4.11(a) Subject to the limitations specified in Section 4.11 (b) of these Bylaws, any action which may be taken at any meeting of members may be taken without a meeting provided there is satisfaction of the following ballot requirements:
(1) The Corporation distributes a written ballot to every NAIUA member entitled to vote on the matter;
(2) The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a fifteen (15) day period within which to return the ballot to the corporation;
(3) The number of votes cast by ballot with the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action; and
(4) The number of approvals of the matter is a majority of the votes cast by ballot.
Limitations Pertaining to Election of Officers
Section 4.11 (b) Officers of the NAIUA shall be elected by written ballot at a regular or special meeting, with each NAIUA member eligible to cast one vote for a candidate for each office open at the time of the election. Write-in candidates will be recognized and may be nominated from the floor at the meeting. Proxy voting for candidates will be accepted from NAIUA members who are unable to attend the meeting, if such proxy votes are submitted in sealed envelope to the Vice President of the NAIUA before such meeting begins.
Solicitation of Ballots
Section 4.11 (c) Ballots shall be solicited in a manner consistent with the requirements of giving notice of members' meetings set forth in Section 4.04 of these Bylaws and of voting by written ballot set forth in Section 4.11(d) of these Bylaws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Officers, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted.
Voting by Written Ballot
Section 4.11 (d) The form of written ballot distributed to the NAIUA membership shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended or a choice of one of several candidates for each office of the organization, at the time the written ballot is distributed, to be acted on by such written ballot.
Revocation of Ballot
Section 4.11. (e) A written ballot may not be revoked.
Voting by Proxy
Section 4.11. (f) A member may submit a written proxy statement to the Vice President of the organization prior to the start of any regular or special meeting, specifying the manner in which that member's voting power shall be applied within that meeting. A proxy statement shall be valid for only the current meeting. The proxy may name an NAIUA member who is then eligible to vote on behalf of that member. Alternatively, the proxy may simply contain a pre-marked ballot in a sealed envelope concerning any announced matters or candidates for offices of the organization, which will then be voted by the Vice President on behalf of the member.
CONDUCT OF MEETINGS
Chairperson
Section 4.12. (a) The President of the Corporation or, in his or her absence, the Vice President, shall be Chairperson of and shall preside over the meetings of the members.
Secretary of Meetings
(b) The Vice President of the Corporation shall act as the secretary of all meetings of members; provided that in his or her absence, the Chairperson of the meetings of members shall appoint another person to act as secretary of the meetings.
Rules of Order
(c) The Robert's Rules of Order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the law.
INSPECTORS OF ELECTION
Appointment
Section 4.13. (a) In advance of any meeting of members, the Board may appoint any persons, other than candidates for office, as inspectors of election to act at the meeting. If the inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairperson of any meeting must appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3).
Duties
(b) The inspectors of election shall perform the following duties:
(1) Determine the number of voting memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
(2) Receive votes, ballots, or consents;
(3) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(4) Count and tabulate all votes and consents;
(5) Determine when the polls shall open and close;
(6) Determine the result; and
(7) Do such acts as may be proper to conduct the election or vote with fairness to all members. The Inspectors shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical.
Vote of Inspectors
(c) If there are three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.
Report and Certificate
(d) On request of the Chairperson or any member or member's proxy, the inspectors of election shall make a report in writing concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspectors shall be prima facie evidence of the facts stated therein.
Number
Section 5.01. The Corporation shall have a Board of Directors consisting of five elected Directors representing the NAIUA membership, appointed standing committee chairs, and two appointed Directors representing Computer Associates. The elected Directors (or their appointed replacements in the event that a vacancy has occurred) shall be the five officers of the Corporation. The appointed Directors shall include the Computer Associates Member-at-Large, the Computer Associates Corporate Liaison, and the standing committee chairs.
Qualifications
Section 5.02. The elected Directors shall be Regular Members of the Corporation. The appointed Directors shall be either Regular Members, Affiliate Members or employees of Computer Associates.
Terms of Office
Section 5.03. Each elected Director shall hold office for a period of time coinciding with the Director's term as an officer of the corporation. In the event a Director is removed at a meeting of the members called and held as prescribed by Section 4.02 or 4.03 of these Bylaws, the Director shall hold office until his or her successor is elected. Appointed Directors shall hold office for a period of one year, at the pleasure of the President.
Compensation
Section 5.04. The Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending meetings of the Board or other actions directed by the Board.
MEETINGS
Call of Meetings
Section 5.05. (a) Meetings of the Board may be called by the President or Vice President or any three (3) Directors.
Place of Meetings
(b) All meetings of the Board shall be held at the site specified by the person(s) calling the meeting, but within the North American geographic area.
Time of Regular Meetings
(c) Regular meetings of the Board shall be held immediately preceding each annual meeting of the members of the Corporation.
Special Meetings
(d) Special meetings of the Board may be called by the President or Vice President or any three (3) Directors. Special meetings shall be held on four (4) days' notice by first class mail, postage prepaid, or on forty-eight (48) hours' notice delivered personally or by confirmed electronic communications. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approval shall be filed with the corporate records or made a part of the minutes of the meetings.
Quorum
(e) A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided. If a vote results in a tie, then the President may cast a second vote to break the tie.
Transactions of Board
(f) Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting.
Conduct of Meetings
(g) The President or, in his or her absence, the Vice President, or subsequently any Director selected by the Directors present shall preside at meetings of the Board of Directors. Any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.
NAIUA membership of the NAIUA and invited employees of Computer Associates shall have the right to attend meetings of the Board of Directors in a non-voting capacity, unless a majority of the Board of Directors shall vote to close the meeting or a portion of it.
Adjournment
(h) A majority of Directors present may adjourn a Board meeting to another place and time, not to exceed a twenty-four (24) hours interval.
Action Without Meeting
Section 5.06. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board.
REMOVAL OF DIRECTORS
Removal for Cause
Section 5.07. (a) The Board may declare vacant the office of a Director on the occurrence of any of the following events:
(1) The Director has been declared of unsound mind by a final order of the court; or
(2) The Director has been convicted of a felony; or
(3) The Director has been found by a final order of a court to have breached duties imposed by Section 7238 of the Corporations Code on directors who perform actions with respect to assets held in non-profit trust; or
(4) The Director has failed to attend two consecutive meetings of the Board.
Removal Without Cause
(b) Any or all of the Directors may be removed without cause by a majority vote of a quorum of members present at a regular or special meeting, or by written ballot. Appointed Directors may be removed by the President with written notification of such removal.
Resignation of Director
Section 5.08. Any Director may resign effective on giving written notice to the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be appointed by the Directors as described in Section 5.09 to take office when the resignation becomes effective.
VACANCIES IN THE BOARD
Causes
Section 5.09. (a) Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the members in any election to elect the full number of Directors authorized.
Filling Vacancies by Directors
(b) Except for a vacancy created by the removal of a Director pursuant to Section 5.09(c) of these Bylaws, vacancies on the Board of Directors for elected Directors may be filled by a majority of the Directors then in office, or by a sole remaining Director. Such appointments will be effective until the next regular election.
Filling Vacancies by Members
(c) Vacancies created by removal of Directors under the provisions of Section 5.07(b) shall be filled only by a vote of the NAIUA membership.
Number and Titles
Section 6.01. The executive officers of the Corporation shall include: President, Past-President, Vice President, two Regular Members-at-Large and two officers appointed by Computer Associates: a Member-at-Large and a Corporate Liaison. The President is the general manager and chief executive officer of the Corporation. Only one executive office may be held by a person at one time.
Officers of the corporation shall serve terms of office beginning at the conclusion of the meeting at which they are elected or appointed. The Vice President, President and Past-President shall hold office for one year in each position, with service starting with the Vice President position and continuing successively through the President and Past-President positions. The Members-At-Large shall hold office for a period of two years, with alternating starting years of service. Officers shall be eligible for reelection without limitation on the number of terms they may serve. Appointed officers shall serve until such time as their replacement is appointed by Computer Associates and accepted by the remaining officers.
Election and Resignation
Section 6.02. The executive officers shall be elected by plurality vote of a quorum of the rRegular and Affiliate Members. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Qualifications
Section 6.03. The elected executive officers of the Corporation shall be Regular Members of the NAIUA.
Duties of Officers
Section 6.04. The Past President shall assist the President and other officers and Board of Directors members in maintaining the continuity of operation of the NAIUA.
The President is the chairperson of the Board of Directors and shall preside at all meetings of the NAIUA membership. The President shall be the principal spokesperson for the NAIUA. The President shall make such appointments as are required by these Bylaws.
The Vice President shall assist the President in the execution of his or her duties and perform any special assignments at the request of the President or the Board of Directors. The Vice President shall perform the duties of the President in the event of the President's absence. The Vice President shall also serve as the Secretary and Treasurer of the Corporation, and shall direct the recording of minutes of meetings and preparation of financial reports to the membership.
The Members at Large shall provide direct communications channels between the NAIUA membership and the Board. They shall also act as ombudsmen to help resolve problems between the NAIUA and Computer Associates.
Nomination
Section 6.05. Any Regular Member may be nominated for an elected office by the method of nomination authorized by the Board or by any other method authorized by law.
Election
Section 6.06. The elected officers shall be elected at the annual meeting as prescribed by Section 4.10 of these Bylaws.
Section 7.01. Standing committees shall be authorized by the Board of Directors as needed. A written charter outlining the duties of each standing committee shall be provided by the Board of Directors and shall be made available to the NAIUA membership.
Section 7.02. Each committee shall consist of a chairperson, an alternate chairperson, and as many volunteer members as are deemed appropriate by the chairperson. All persons who express an interest in committee membership shall be considered as potential members upon their own merits; however, committee chairpersons shall reserve the right to decide who shall be members.
Section 7.03. The committee chairperson shall be responsible for the operation and activities of the committee within the bounds of these Bylaws. The committee chairperson of each standing committee shall be appointed by the President of the NAIUA subject to the approval of the Board of Directors.
Section 7.04. At least one meeting of each standing committee shall be held in conjunction with the first regular meeting of the NAIUA membership each calendar year. Additional meetings may be held at a time and place specified by the chairperson.
Keeping Records
Section 8.01. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation shall also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
Annual Report
Section 8.02. The Corporation shall notify each member yearly of the member's right to receive a financial report pursuant to Corporations Code Section 8321(a). Except where the Corporation does not have more than one hundred (100) members at any time during the fiscal year, on the written request of a member, the board shall promptly cause the most recent annual report to be sent to the requesting member. The annual report shall be prepared not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year. The annual report shall contain in appropriate detail the following: (1) a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year; and (2) a statement of the place where the membership book of the current members are located. The annual report shall be accompanied by any report thereon of independent accountants or, if there is not such a report, the certificate of the Vice President of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
Annual Statement of Certain Transactions and Indemnifications
Section 8.03. The corporation shall furnish annually to its members a statement of any transaction or indemnification described in Corporations Code Section 8322(d) and (e), if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 8.02 of these Bylaws.
Amendment of these Bylaws
Section 9.01. Amendments to these bylaws, if any, shall be approved upon a majority vote of a quorum of the NAIUA membership conducted at any regular or specially called meeting, or by ballot upon the direction of the Board of Directors.
Setting of Official Policy by Board of Directors
Section 9.02. The Board of Directors shall establish the official policies of the NAIUA in matters that are not specified by these Bylaws. Such policies shall be in written form and available for inspection by NAIUA members. Policies adopted by the Executive Board since the regular meeting shall be presented to the NAIUA membership at the next meeting and shall be subject to the approval of the membership.
Hearings for Resolution of Disputes
Section 9.03. In any dispute arising out of actions between members or by officers or directors of the NAIUA, a hearing will be held upon request of at least one of the affected parties to the Board of Directors. The opportunity to be heard may be oral or in writing and shall occur not more than thirty (30) days after the request for such hearing. Should the affected parties not agree on the form of the hearing, a written hearing format will be utilized. The hearing shall be conducted at the time and place selected by the President of the organization. A hearing committee comprising a quorum of the Board of Directors will be selected by the President. Should the President of the organization be personally involved in the dispute (rather than involved as the chief executive officer of the NAIUA), the Vice President, Past-President, senior Elected Member-at-Large, or junior Member-At-Large (in that order) shall replace the President for purposes of calling and presiding over the hearing.
In an oral hearing, the presiding officer shall perform the following duties:
(1) Hear the charges against the subjects or statements of dispute between two members;
(2) Require that the charges be verified by the testimony of the person or persons making them;
(3) Hear any other witnesses in the matter who may be called by the affected parties or the NAIUA;
(4) Allow the affected parties to cross-examine each witness following the testimony of that witness;
(5) Allow the members of the committee conducting the hearing to question the witnesses after they have been questioned by each affected party; and
(6) Allow the subject member to make a statement in his or her own behalf.
No assistance may be provided to the affected parties during the hearing by legal or other professionals not directly involved in the dispute.
In a written proceeding, the committee will request complete written statements of the grievances from each party and each party's suggestions for resolution, and then shall provide a final decision after reviewing both statements.
The committee conducting the hearing shall conduct the hearing in good faith and in a fair and reasonable manner. The committee shall have the exclusive power and authority to decide the outcome of the hearing, and such decision will be final. No single matter may be brought to this dispute resolution process again after a decision has been made.
The affected parties will be notified in writing of the final and binding decision, and a written record of the hearing will be maintained and made available to any regular member upon written request.