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MUUG By-Laws Draft 6                                September 28, 1993

By-Laws of the Manitoba UNIX User Group

1. INTERPRETATION
In this By-law and all other By-laws of the Group, unless context
otherwise requires:
(a) "Group" means the Manitoba UNIX User Group (MUUG);
(b) "Board" means the Board of Directors of the Group;
(c) "By-laws" means the by-laws of the Group;
(d) Use of the male gender shall imply the female gender as well;
(e) Time periods for notification, etc. are calculated inclusive
of the date of mailing, attempted telephone contact, etc., and
exclusive of the date for which notification is given;
(f) "UNIX" is a trademark of UNIX System Laboratories.

2. LOCATION
The headquarters of the Group shall be situated in the City of
Winnipeg, in the Province of Manitoba. The mailing address of
the Group will be as determined by the Board from time to time.

3. OBJECTIVES
The objectives of the Group shall be:
(a) To promote the free exchange of information about the
theory and practise of open systems technology and its
application in the Province of Manitoba and elsewhere.
(b) To enhance the professional efficiency and effectiveness
of its members.
(c) To encourage cooperation among industry, government,
educational institutions, and other special interest groups
(e.g.: UniForum and its affiliates).
The Group may perform such functions and engage in such
activities as may be necessary or incidental to the achievement
of the objectives of the Group including but not limited to
sponsoring conferences, publishing papers and journals,
establishing liaisons with similar organizations, promoting
education and training programs, establishing information networks
for the exchange and dissemination of information, supporting
special interest groups within the framework of the Group, and
supporting the activities and initiatives of UniForum Canada.

4. MEMBERSHIP
Membership in the Group shall be open to those actively engaged
in or interested in the administration, practice, teaching, or
study of information processing using Open Systems technology.
(a) Classes of Membership
Classes of membership in the Group are as follows:
i) Regular (or Voting) Members
These are persons who have been duly admitted into the
Group with the status of Regular Member. All Regular
Members shall have the same rights, privileges, and
obligations, including the right to vote and hold office
in the Group.
ii) Non-Voting Members
Non-voting members may not vote or hold office. The
classes of non-voting membership are:
A: Patrons
Patrons are individuals or organizations who wish to
support the objectives and operations of the Group.
Patrons shall receive free publications and have such
other rights or privileges as may be determined by the
Board from time to time.
B: Honorary Members
This class shall be open to individuals who have made an
outstanding contribution to the Group or to Open Systems
in general. Annual membership fees shall be waived for
Honorary members. The Board may, by unanimous
resolution, designate any individual to be a member of this
class. All Honorary members shall have the same rights,
privileges, and obligations as a Regular member, but they
shall not be eligible to vote or hold elective office.
C: Corporate Members
Any employees or members of public and private
organizations, institutions, and associations are eligible
for corporate membership, at discounted rates, subject to
the following:
Each organization may appoint not more than two
corporate representatives, who shall have all the rights
and privileges of Regular Members. The representatives
serve as the primary liaison with MUUG, and are responsible
for maintaining corporate membership information
(additions, deletions, renewals), notifying MUUG of any
changes, and distributing information to members in the
organization.
Additional participants from the organization are defined
as corporate members and are entitled to all privileges
provided by the group. However, corporate members do
not have the right to vote or hold office.
Corporate memberships remain with the organization if
the member leaves the organization. The company can
transfer the membership to another individual, by
providing a MUUG membership transfer in writing to MUUG.
(b) Minimum Age
All members must be at least 18 years of age.
(c) Application for Membership
Duly completed "Application for Membership" shall be
submitted together with the necessary fee to the Secretary.
After due consideration of any application by the Board,
the individual may be accepted as a Regular Member or a
Corporate Member, as appropriate.
Submission of candidates for Honorary Membership or
Patron Membership may be made to the Secretary, in writing,
by any Member. All such submissions require the approval
of the Board.
(d) Renewal of Membership
Members shall be notified of the necessity to renew their
membership one month before their renewal date. If the
required renewal form and necessary fee are not received
within two weeks after the renewal date, membership in the
Group shall be automatically terminated.
(e) Termination of Membership
Any membership may be terminated for cause by the Board.
This may be done only after a member has been notified of the
contemplated action and given reasonable opportunity to
make representations either in writing or in person to the
Board. If no action has been taken by the member within
ninety days of notification, the membership shall be deemed
terminated. Cause for termination shall include non-compliance
with the Group's by-laws, policies, or regulations.
A terminated member shall not be entitled to a refund.
(f) Resignation of Membership
Members may resign by so indicating in writing to the
Secretary. A member who resigns shall not be entitled to a
refund.
(g) Memberships Not Transferable
Memberships in the Group shall not be transferable between
individuals, except as provided in paragraph 5, clause (ii) C.
(h) Record Dates
The Board may fix in advance a date as the record date for
the determination of members entitled to receive notice of a
meeting of members, but such record date shall not precede
by more than thirty days or by less then seven days the date
on which the meeting is held. If no record date is fixed, it
shall be at the close of business on the last business day
preceding the day on which the notice is sent.

5. BOARD OF DIRECTORS
A Director shall at the time of his election and throughout his
term of office be a member of the Group. A Director shall cease
to be a Director at the time he ceases to be a member of the Group.
(a) Composition
The Board shall consist of not less than five Directors from
and elected by the voting membership. The Past-President is
a member, ex-officio, of the Board.
(b) Past-President
The Past-President is the individual who held the post of
President before the current President. The Past-President
retains his position as long as his successor remains President
and he remains a Member.
(c) Number of Directors
The number of Directors to be elected at the Annual Meeting
may be set by the Board, subject to the minimum in (a) above,
at least one month prior to the Meeting. If the Board reduces
the number of positions on the Board, the current Directors
continue to serve until the end of their term.
(d) Vacancies
If there are not the minimum number of directors as specified
in (a) above, or if there has been a failure to elect the
minimum number of directors, the directors then in office
shall forthwith call a special meeting of members to fill the
vacancy and, if they fail to call a meeting or if there are no
directors then in office, the meeting may be called by any
member.
If the members have adopted an amendment to the articles to
increase the minimum number of directors, and have not, at
the meeting at which they adopted the amendment, elected
any additional number of directors required to meet the new
minimum, the directors then in office shall forthwith call a
special meeting of members to fill the vacancy(s).
(e) Term of Office
Directors will hold office for a term of one year, and may
thereafter be elected for a further term or terms. A term shall
be from the date of the first Board meeting following the
meeting at which he or she is elected until the first Board
meeting after the next elections or until his successor is
elected.
(f) Duties
Every director and officer of the Group, in exercising his
powers and discharging his duties shall:
i) act honestly and in good faith with a view to the best
interests of the Group; and
ii) exercise the care, diligence, and skill that a reasonably
prudent person would exercise in comparable circumstances.
(g) Removal
The voting members of the Group may, by ordinary resolution
at a Special Meeting called for that purpose, remove any
Director from office before the expiration of his term of
office and may, by a majority of votes cast at the meeting,
elect any person in his stead for the remainder of his term.
(h) Validity of Acts
An act of a director or officer is valid notwithstanding an
irregularity in his election or appointment or a defect in
his qualification.
(i) Committees
The board may appoint committees from time to time. Such
committees may consist of Directors and/or members, and/or
non-members, and will have whatever powers are delegated
to them by the Board. The Board may dissolve a committee
at any time.

6. MEETINGS OF THE BOARD
(a) Frequency
The Board shall meet as required, but not less than twice
annually.
(b) Place of Meeting
Meetings of the Board and of any committee of Directors may
be held at any place. A meeting of Directors may be called by
the President or any Director at any time and the Secretary
shall upon direction of any of the foregoing convene a
meeting of Directors.
(c) Notice
Notice of the time and place for holding of any meeting of
Directors or any committee of Directors shall be sent to each
director or committee member not less than two days before
the date of the meeting; provided that the meetings of
Directors or of any committee of Directors may be held at any
time without notice if all the Directors are present, or if all
the absent Directors have waived notice verbally, in writing,
or by any other means before or after the meeting. The notice
of a meeting of Directors need not specify the purpose or the
business to be transacted at the meeting.
The accidental omission to give notice of any meeting of
Directors or of any committee of Directors or the non-receipt
of any notice by any person shall not invalidate any resolution
passed or any proceeding taken at such meeting.
(d) Adjournment
Any meeting of Directors or of any committee of Directors
may be adjourned from time to time by the chairman of the
meeting, with the consent of the meeting, to a fixed time
and place. Notice of an adjourned meeting is announced at
the original meeting. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the
adjournment and a quorum is present thereat. The Directors
who formed a quorum at the original meeting are not required
to form the quorum at the adjourned meeting. If there is no
quorum present at the adjourned meeting, the original meeting
shall be deemed to have terminated forthwith after its
adjournment.
(e) Quorum and Voting
A majority of Directors constitutes a quorum at any meeting
of Directors. Questions arising at any meeting of Directors
shall be decided by a majority of votes. In the case of an
equality of votes, the chairman of the meeting shall have a
second, deciding vote.
(f) Resolution in Lieu of Meeting
A resolution in writing, signed by all the Directors entitled
to vote on that resolution at a meeting of Directors or committee
of Directors, is as valid as if it had been passed at a meeting
of Directors or committee of Directors.

7. EXECUTIVE
(a) Officers
The Executive Officers of the Group shall be the President,
Vice President, Secretary, and Treasurer.
(b) Election of Officers
Officers shall be appointed annually by the Board from
among their number to hold office for one year and may
thereafter be appointed for a further term or terms.
(c) President
The President must have served as a Director for at least one
year prior to becoming President. This requirement is waived
if no Director meets this qualification.
(d) Vacancies
Vacancies among the Officers shall be filled by appointment
by the Board.
(e) Removal
Any Officer may be removed from office for just and
sufficient cause, by a two-thirds majority of all other
members of the Board. Causes for removal include
non-maintenance of member status.
(f) Duties
i) President
The President shall be the chief executive officer of the
Group and shall, subject to the direction of the Board,
exercise general supervision and control over the business
and affairs of the Group. The President shall preside
as chairman at all meetings of Directors and of members.
He shall sign such contracts, documents, or instruments
in writing as require his signature and shall have such
other powers and perform such other duties as may from
time to time be assigned to him by resolution of the
Board.
ii) Vice President
The Vice President shall have all the powers and duties
of the President in the latter's absence or inability to act
and such other duties as may be assigned by the President.
Should both be absent, a chairman shall be appointed
by the Board to preside at the meeting.
iii) Secretary
The Secretary shall attend all meetings of the Board, and
keep accurate minutes of the same. In the absence of the
Secretary, these duties shall be discharged by such
Director as may be appointed by the President. The
Secretary shall have charge of all the correspondence of
the Group and discharge such other duties as may be
assigned to him.
iv) Treasurer
The Treasurer shall be the custodian of all official
property and financial records of the Group. He shall
deposit all funds of the Group in a Bank or Trust Company
designated by the Board. He shall collect all monies, keep
complete accounts, arrange for payment of all approved
indebtedness of the Group, and keep proper vouchers for
such payments. He shall submit an annual financial
report, and any other financial reports as required by
the Board.

8. LIMITATION OF LIABILITY
All Directors, Officers, and committee members, in exercising
their powers and discharging their duties shall act honestly and
exercise the care, diligence, and skill that reasonably prudent
persons would exercise in comparable circumstances. No Director,
Officer, or committee member shall be liable for the acts,
omissions, or defaults of any other Director, Officer, committee
member, or Member, for any loss, damage, or expense happening
to the Group through the insufficiency or deficiency of any
security in or upon which any of the monies of the Group shall be
invested, or for any loss or damage arising from the bankruptcy,
insolvency, or tortious acts of any person with whom any of the
monies, securities, or effects of the Group shall be deposited,
or for any other loss occasioned by any error of judgment or
oversight on his part, or for any other loss, damage, or misfortune
whatever which shall happen in the execution of the duties of his
office or in relation to it.

9. MEETINGS
Meetings shall be conducted according to Roberts Rules of Order
and voting shall be decided by a simple majority except where
otherwise stated in these By-Laws.
(a) Annual Meeting
The Group must hold an Annual Meeting once each year,
during which the Directors will be elected.
(b) General Meetings
Meetings of the Group may be called at any time by the
Secretary upon the instructions of the President, by notice in
writing mailed at least four days prior to the day of such
meeting to the last known address of each member.
(c) Special Meetings
A special meeting shall be called by the Secretary under
instructions of the Board upon receipt of a petition signed by
one-third of the voting members in good standing, or by the
Board, setting forth the reasons for calling such a meeting.
The calling of all such Special Meetings (including any at
which a Special Resolution is to be considered) and the
Annual Meeting, shall be by notice in writing mailed at least
seven days prior to the meeting to the last known address of
each member.
(d) Special Resolutions
Special Resolution means a resolution that must be passed by
a majority of not less than three-fourths of such members
entitled to vote who are present in person at a meeting during
which such a resolution is to be considered. Special Resolutions
may only be considered at the Annual Meeting or at
Special Meetings as defined in (c) above. In either case,
notice of the resolution must be mailed at least seven days
prior to the meeting.
The By-Laws of the Group may only be changed by Special
Resolution.
(e) Quorum
At any Annual, Special, or General Meeting of the Group, ten
percent of the voting members of the Group shall constitute
a quorum.
(f) Voting
All votes must be made in person and not by proxy or
otherwise. Each member eligible to vote has one vote. In the
case of an equality of votes, the chairman has an additional,
deciding vote.
All voting other than the election of the Directors will be by
a show of hands unless a ballot is demanded by any member
eligible to vote at the meeting. A ballot may be demanded
before or upon the declaration of the result of a show of hands.
A request for a ballot may be withdrawn.

10. ELECTIONS
(a) The Board shall appoint an Election Committee, chaired by
the Past-President if he is available (otherwise the Committee
will select its own chairman), which shall submit to the
Board the names of enough candidates (and preferably more)
for election to the Board of Directors. These names must be
accompanied by the consent of the nominees.
(b) The list of nominees for election as in (a) above, together
with an invitation to submit names of additional nominees, shall
be mailed to the voting membership not later than twenty-one
days prior to the Annual Meeting.
(c) Additional nominations, accompanied by written consent of
nominees, and supported in each case by the signature of
another member, shall be lodged with the Election Committee
no later than fourteen days prior to the Annual Meeting.
(d) If the number of nominees does not exceed the number of
vacant positions, the nominees shall be deemed to be elected
by acclamation.
(e) The Election Committee shall send a biography of each
nominee to each Voting Member at least seven days prior to
the Annual Meeting.
(f) The Election Committee shall prepare ballots containing
the names of the candidates nominated and shall distribute one
ballot to each Voting Member present at the Annual Meeting.
(g) The completed ballots shall be returned to the Election
Committee. The Election Committee shall count the ballots
and report the results of the election to the President.
(h) The President shall announce the names of the successful
candidates to the members at the Annual Meeting.
(i) The Executive of the Group shall hold office until
successors have been elected by the new Board.

11. FINANCES
(a) The fiscal year of the Group shall run from the first day
of the month of October of any year to the thirtieth day of the
month of September in the year following.
(b) The Board shall establish annual fees for the various classes
of membership. These fees shall become payable on each
member's annual renewal date.
(c) The Board may establish user fees for special services or
events provided by or sponsored by the Group. These fees
may be discounted or waived for Members actively participating
in the Group, for administrative purposes, or as a
community service.
(d) The Board shall consider and approve a budget for the Group
for each fiscal year. The Board may amend the budget at any
meeting duly called provided notice of a proposed amendment
was contained in the notice of this meeting.
(e) The Executive may utilize the funds of the Group,
in accordance with the budget and subject to the direction of
the Board, in any way which will further the objectives of the
Group, but not to remunerate Members, Directors, or Officers
of the Group for personal services.
(f) The Group will remit national membership fees to UniForum
Canada in accordance with the rulings regarding fees prescribed
by UniForum Canada.
(g) A financial statement will be distributed to Members prior
to presenting it for approval at a general meeting.
(h) The books and records of the Group may be inspected by any
Member of the Group at the Annual Meeting or at any time
upon not less than fourteen days notice in writing to the
Executive.
(i) Banking
i) The bank account(s) shall be kept in the name of the
Group. All monies of the Group shall be duly deposited
to the credit of the Group in said account(s).
ii) Deposits may be made by any of the Officers of the
Group.
iii) Withdrawals in any manner from said account(s) require
the signatures of any two of: the President, Vice-President,
Secretary, or Treasurer.

12. CHANGES TO BY-LAWS
(a) By-Laws of the Group shall be added to, altered, or
rescinded only by Special Resolution.
(b) Notice of motions to so add to, alter, or rescind any
By-Law of the Group must be supported by at least five members
in good standing and submitted in writing to the Board, which
shall authorize the Secretary to submit same in writing to
the membership, at least seven days prior to the Special or
Annual Meeting at which the changes are to be considered.
(c) MUUG By-Laws shall not be in conflict with the spirit of
any item of the UniForum Canada General Affiliate Agreement
currently in effect.

13. WINDING UP
Upon the dissolution of the Group and after the payment of all
debts and liabilities, the remaining property of the Group shall
be distributed or disposed of to charitable organizations or to
other organizations the objectives of which are beneficial to the
community as decided by the existing Members in good standing.