This may or may not be useful, but I asked Nick Brenckle, who was (and
still is) the Secretary for the Southern CT Open Source User Group, to
forward along he might think would help. We incorporated and then
attained 501c3 for SCOSUG back in 2001/2002. I've included below the
Articles of Incorporation & Bylaws, which I thought might be
interesting/useful/etc to current GNHLUG efforts.
-Shawn
Articles of Incorporation
OF
Southern CT Open Source User Group (SCOSUG), Inc
ARTICLE I
The name of the corporation shall be the Southern Connecticut
Open Source User Group, or SCOSUG.
ARTICLE II
The term of existence shall be perpetual
ARTICLE III
Said corporation is organized exclusively for charitable, educational,
and scientific purposes, including, for such purposes, the making of
distributions under section 501(c)(3) of the Internal Revenue Code, or
the corresponding section of any future federal tax code. The purpose
for which this corporation is organized is to promote Open Source
Software:
(a) Providing information and technical training to its members in
the various aspects of open source computing and networking. This
includes, but not limited to, sponsoring and encouraging experimental
activities such as programming of applications and the construction of
computers and networks utilizing advanced techniques and theory.
(b) Promoting the highest standard of conduct and ethics in open
source programming
(c) To assist in the carrying out of these purposes, the corporation
presently maintains and shall continue to maintain an active
affiliation with various commercial open source enterprises and other
open source user groups.
(d) The corporation shall not participate or otherwise engage in any
political, military, sectarian, or labor activities whereby it may
become subsidiary to or liable for any other club, organization, or
society whatsoever unless recommended by the Board of Directors and
approved by a majority of the total voting membership.
ARTICLE IV
The corporation shall have one class of members as set forth in
its bylaws, who shall have the qualifications for membership provided
in the bylaws, and who shall have voting rights. The corporation shall
not issue any capital stock.
ARTICLE V
The elected Secretary of the corporation shall act as the
registered agent of the corporation. Changes in the name of the
registered agent will be included in the Annual Report.
ARTICLE VI
The assets and real property of this corporation are
dedicated to educational and scientific purposes, and no part of its
net income or assets shall ever incur to the benefit of any director,
officer, or member thereof, or to the benefit of any private
individual other than recipients of scholarship awards. No part of net
earnings of the corporation shall insure to the benefit of, or be
distributable to its members, trustees, officers, or other private
persons, except that the corporation shall be authorized and empowered
to pay resoluble compensation for the services rendered and to make
payments and the distributions in furtherance of the purposes set
forth in Article Third hereof. Notwithstanding any other provision of
these articles, the corporation shall not carry on any other
activities not permitted to be carried on (a) by a corporation except
from federal income tax under section 501(c)(3) of the Internal
Revenue Code, or the corresponding section of any future federal tax
code, or (b) by a corporation, contributions to which are deductible
under section 170(c)(2) of the Internal revenue Code, or the
corresponding section of future federal tax code.
If in the event of dissolution of this corporation, its
assets remaining after the payment of all legal and just debts and
liabilities shall be distributed to a successor organization carrying
out the purposes of this corporation and in the event there is none,
then to the Electronic Frontier Foundation (EFF).
ARTICLE VII
This corporation is organized pursuant to the State of
Connecticut non-profit corporation act. This corporation does not
contemplate any pecuniary gain or profit to the members thereof, and
is organized for non-profit purposes. The powers conferred by the
Washington Non-Profit Corporation Act (RCW 24.03) include but are not
limited to the power to contract, rent, buy or sell personal or real
property.
ARTICLE VIII
The general business of this corporation shall be under
the control, supervision, and direction of the Board of Directors,
which includes all officers of the corporation.
ARTICLE IX
The qualifications of corporation members, the
categories of membership, voting and other rights of members, the
membership fees, process of electing officers and directors, and other
details of the internal operation of this corporation shall be set
forth in the By-Laws herewith attached.
ARTICLE X
These articles may be amended at a regular business
meeting of this corporation by a majority of the voting membership
present together with all absentee ballots returned. Proposed
amendments must be submitted in writing to the Board of Directors for
evaluation. The membership must be notified by mail at least thirty
(30) days in advance of the meeting at which the vote on the
amendment(s) is to be taken with an exact copy of the proposed
amendments and an absentee ballot.
ARTICLE XI
The names and addresses of the persons who are the initial trustees of
the corporation are as follows:
Nicholas Brenckle
Stephen Domorod
Albert Gordon
John Hirbour
Matthew LeSieur
Shawn O?Shea
Joshua Warchol
Joe Phillips
Gary Cuozzo
In witness whereof, we have hereunto subscribed our names this ______
day of ______, 20____.
Southern CT Open Source User Group (SCOSUG), Inc
By Laws
Article I - Organization
Article II - Mission
Article III - Members and Voting
Article IV - Officers
Article V - Elections
Article VI - Indemnification, Compensation and Removal of Officers
Article VII - Enacting and Amending Bylaws Rules and Regulations
Article I - Organization
The Southern Connecticut Open Source User Group is organized as an
independent non profit group, formed for the promotion of open source
software. SCOSUG's principal offices are in New Haven, Connecticut.
SCOSUG will maintain relations with local and national non-profit
promoters of open source software as well as commercial open source
companies and organizations.
Article II - Mission
SCOSUG is to provide information and technical training to its members
in the various aspects of open source computing and networking. To
assist in the carrying out of these purposes, the corporation
presently maintains and shall continue to maintain an active
affiliation with various commercial open source enterprises and other
open source user groups. Bylaws and policies shall be formulated and
carried out in ways that promote a volunteer friendly environment.
Article III - Membership and Voting
SCOSUG shall have one class of voting members. Members are those who
have fulfilled the qualifications of active membership and are in good
standing with SCOSUG. Each member is entitled to one vote on any
voting activity. Each member in good standing shall have the right to
participate fully in any activity sponsored by SCOSUG.
Article IV - Officers
Officers of SCOSUG shall have all executive powers enumerated in these
Bylaws and such other powers are are ancillary to the proper discharge
of their duties.
A. President
The President shall be responsible for the overall management
of SCOSUG. The President is empowered to appoint committees, committee
chairmen and other administrators to organize and supervise programs,
perform staff functions, or carry out other tasks. The president is
responsible for coordination of meetings, and oversight of committees
responsible for sponsored events. The President shall coordinate and
direct the activities of all executive officers for the efficient and
proper administration of SCOSUG affairs.
B. Treasurer
The Treasurer is the Chief Financial Officer of SCOSUG. He/She
shall have charge of all monies of the group and shall keep a detailed
account of the income and expenditures. The treasurer shall submit a
statement of the financial condition of the group at executive
meetings. Each year, with the cooperation of the president, the
Treasurer shall prepare an Annual Budget of income and expenditures
for the following fiscal year. The Treasurer shall also be responsible
for the state and federal financial filings of the group.
C. Secretary
The Secretary shall be charged with distribution of information
prior to all voting events. The Secretary shall also maintain the
state and federal filings of the group including the currently
approved By Laws.
D. Director of Public Relations
The Director of Public Relations shall be responsible for
interaction with all press, and act as the group spokes-person. The
Director of Public Relations will maintain a place on all event panels
and committees for the purpose of coordinating publication, and
advertising of the group and group functions.
E. Board of Directors members (3)
There shall be 3 additional members of the executive board. One
position shall be held by the departed President. The other two shall
be voted upon by the members. These Directors shall have influence in
developing, coordination and executing plans and programs for the
group.
Article V- Elections
At the November monthly meeting, any and all members wishing
to be considered for election to the following offices shall submit
their names, or have them submitted by an authorized representative,
designating the office they are seeking. The office of the president
shall be a 2 year term, voted on during odd numbered years. If any
position receives no nominations, the current officer will be asked to
continue their position. If necessary, a person may hold more then one
position. A written statement will be circulated via electronic means
to the members notifying the positions vacant and the candidates
statements of support. Voting will be held during the December
meeting. If a member is unable to be present, their vote may be
submitted by alternative means as instituted by the group.
Article VI - Indemnification, Compensation and Removal of Officers
A.INDEMNIFICATION OF OFFICERS AND OTHER DISTRICT OFFICIALS
Any officer or employee of SCOSUG involved in any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, investigative or of any other nature,
by reason of the fact that he/she is a member, director, officer,
employee or agent of SCOSUG, shall be indemnified and held harmless by
SCOSUG to the fullest extent legally permissible against judgments,
fines, amounts paid in settlements, and expenses, including attorneys
fees actually and reasonably incurred by such person in such action,
suit or proceeding, or in connection with any appeal therein. Such
right of indemnification shall be a contract right which may be
enforced in any manner whatsoever. Such right of indemnification
shall not be exclusive of any other rights which those indemnified may
have or hereafter acquire under any bylaw, agreement, resolution,
provision of law or otherwise.
B.COMPENSATION OF OFFICERS
No officer shall be an employee of the District nor enter
into any contract with or receive any compensation from the District.
Officers are entitled to reimbursement for authorized expenditures
made on behalf of the District by submitting receipts or other
documentation.
C.REMOVAL AND REPLACEMENT OF OFFICERS
An officer may be removed for cause by a majority vote of the
members on any of the following grounds
1.Conduct deemed contrary to the best interests of the SCOSUG
2.Failure to attend three consecutive monthly meetings
Prior to entertaining a vote for removal, the President or
Secretary shall provide written notice to all members of the Executive
Board, including the officer in question, stating the time and place
of the meeting where the vote will take place and stating the cause
for removal. The Executive Board may, at any monthly meeting, by
majority vote, elect an officer to fill a vacancy on an interim basis.
Article VII - Enacting and Amending Bylaws Rules and Regulations
Enactment of these By Laws is proposed for the February 2002
meeting and requires at least two thirds of the votes cast at the
meeting. At all meetings of SCOSUG, Roberts Rules of Order will govern
in the absence of any procedural rules adopted by the Executive Board.
Amendments of these By Laws and any of the Rules and Regulations
adopted by SCOSUG will be made at regular monthly meetings, provided
that the measure to be adopted has been initially proposed at another
monthly meeting occurring at least 20 days prior and all members not
present are notified via alternative means. All amendments to By Laws
or Rules and Regulations of SCOSUG require at least two thirds of all
votes cast.
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