BYLAWS OF THE KENTUCKY-INDIANA
PERSONAL COMPUTER USERS GROUP, INC.

ARTICLE I
NAME AND PURPOSE

The name of the Corporation shall be the "KENTUCKY-INDIANA PERSONAL COMPUTER USERS GROUP, INC.", hereafter referred to as "KIPCUG".
The objectives and purposes of the Corporation and the powers it shall have and may exercise are as follows:
1. The Corporation is organized and operated exclusively for charitable, educational and literary 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 corresponding section of any future federal tax code. In carrying out its corporate purposes, the Corporation shall have all the powers consistent with section 501 (c)(3) of the Internal Revenue Code, and allowed non-profit corporations by Chapter 273 of the Kentucky Revised Statutes.
2. In furtherance of the general purposes in paragraph (1), the purposes of the Corporation include:
  1. To promote the exchange of computer-related information among members, with vendors, and with the community at large.
  2. To assist and encourage new personal computer users.
  3. To educate users in the productive use of personal computer hardware, software and services.
  4. To provide access to global electronic networks.
  5. To provide computer-related services to the community at large.
KIPCUG specifically opposes the unethical or illegal usage of computer equipment, software or data. No assets of the Corporation, in either time or funds, will be devoted in any way to furthering such activities.

ARTICLE II
MEMBERS

Any person who is interested in computers and their uses and who wishes to further the purposes of this Corporation may become a member of this Corporation by paying dues as required by these Bylaws.
The name of any KIPCUG member who has not paid his or her dues within 30 days of the due date shall be removed from the general membership roster.
Dues shall be set by the Board of Directors and may be changed by them, but in no case shall a change be retroactive in nature.
Membership is available in the following categories, and any additional classes as may be decided by the Board of Directors at a future date:
1. A "regular individual member" pays full dues and has all rights and privileges including voting, election to the Board of Directors and a subscription to KIPCUG's newsletter.
2. An "honorary life member" has all rights and privileges of a regular member except election to the Board of Directors. He or she is nominated by the Board of Directors and accepted by a two-thirds (2/3) majority vote of the Board of Directors at any meeting. Dues for an "honorary life member" are waived.

ARTICLE III
MEMBERSHIP MEETINGS

The annual business meeting of the members of this Corporation shall be called and held by the Board of Directors during the second quarter of each year.
Special business meetings of the members of this Corporation may be called by the Board of Directors, by the President, or by a petition signed by the lesser of twenty (20) percent of the total number of current members or seventy-five (75) members and filed with the Secretary at least thirty (30) days before the meeting.
Written notice of the time and place of each special business meeting of members shall be mailed to each member entitled to vote thereat or mailed to his or her last known address at least ten (10) days, but no more than thirty-five (35) days, before the date of the meeting. The notice of a special meeting must also state the general nature of the business to be transacted thereat.
Only members of record and in good standing at the time of the meeting and at the close of business thirty (30) days before an annual or special business meeting of members shall be entitled to vote thereat.
A quorum at an annual or special business meeting of members shall be the lesser of twenty (20) percent of the members entitled to vote thereat, or seventy-five (75) members. Approval of business brought before the meeting shall be by a majority of those in attendance, except as otherwise provided in the charter bylaws or under statute.
Regular educational meetings (generally monthly) shall be established by the Board of Directors with the scheduled time and place thereof published in KIPCUG's newsletter. Additional meetings may be scheduled, provided notice is given by publishing in KIPCUG's newsletter, mailing or by electronic posting on the Corporation's Internet web site before such meetings..

ARTICLE IV
BOARD OF DIRECTORS

The number of directors shall be at least twelve (12) and no more than twenty (20).
The Board of Directors shall consist of the following elected positions: President, Vice-President, Secretary, Treasurer, Director of Programs, Director of Membership, Director and Volunteer Coordinator, Director of Special Interest Groups, four (4) Directors at Large and any appointed Directors created within the scope of these Bylaws. All the officers and elected Directors shall have full voting rights.
The board, at their first meeting following the elections, may appoint the following directors with full voting privileges who shall serve at the discretion of the Board:
          1. Webmaster;
          2. Legal Advisor;
          3. Public Relations; and
          4. Editor of the Newsletter.
The board may appoint up to four (4) additional directors from the membership. An Appointed Director shall serve at the discretion of the Board and may have either limited or full voting rights.
Officers and Directors must be members of the Corporation at the time of their election and entitled to vote thereat and must remain members in good standing of the Corporation during their tenure.

ARTICLE V
BOARD MEETINGS

The Board of Directors shall hold regular meetings no less than quarterly at such times and places as may be determined from time to time by resolution of the Board.
Seven (7) Directors shall constitute a quorum of the Board of Directors. Any action taken shall be at least a clear majority of the quorum. No proxies shall be accepted, and abstentions shall not be considered a vote for nor against the matter being voted upon. It the secretary is not present, then the first order of business shall be the appointment of a secretary pro tempore.
Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary or by any two (2) directors. Notice of the time and place of each special meeting shall be delivered to each director personally or by telephone at least one (1) day prior to the meeting, or by first-class mail to his or her last known address at least four (4) days before the meeting. Attendance at a special meeting shall constitute waiver of notice.
Meetings of the Board of Directors shall be open to all members. The meeting may also be open to others at the option of the presiding officer or upon the vote of the majority of voting directors in attendance.

ARTICLE VI
ELECTIONS

Officers and elected Directors shall be elected by the members at each annual meeting of members. They will take office at the end of the annual meeting, and shall serve until their successors are elected and qualified.
1. In November of each year a nominating committee shall be appointed by the President and approved by the Board. The committee shall consist of five (5) persons and include at least two (2) individuals who are not currently members of the Board of Directors.
2. The nominating committee shall submit a slate of officers and elected directors to the Board of Directors at its February meeting. All nominees must agree to have their names submitted for election. The slate of nominees shall be introduced to the membership at the March general meeting at which time the floor shall be opened for additional nominations. Once the nominations are closed, the names of all those nominated shall be included on a ballot in the next newsletter sent to the membership along with a brief profile of each individual. Mailing of the newsletter with the ballot should be timed so that all members should receive it no later than ten (10) days before the annual business meeting date. The members shall vote to select the officers and elected directors at the annual business meeting. No proxies shall be accepted.
Immediately after the annual meeting of members, the newly-elected Board of Directors shall meet for the purpose of fixing the time and place of its first meeting. The first meeting should be held within thirty (30) days of the date of the annual meeting..

ARTICLE VII
OFFICERS

All officers shall be elected from the general membership according to the procedures set out in Article VI.
The officers of this Corporation shall be a President, Vice-President, Secretary, and Treasurer.
Subject to the control of the Board of Directors, the President shall have general supervision, control and direction of the business and affairs of this Corporation. The President shall preside at all meetings.
In the absence or disability of the President, the Vice-President shall perform the duties of the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
The Secretary shall maintain the records of KIPCUG, keep minutes of the Board of Directors meetings and membership meetings, and give notice where required by these bylaws. The Secretary shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
The Treasurer or such other person designated by resolution of the Board of Directors shall keep accurate records of all receipts and disbursements, report on the financial condition at each regular Board of Directors meeting and at the annual membership meeting, conduct an annual inventory of capital assets, and file all required reports with the Commonwealth of Kentucky and the Internal Revenue Service. The Treasurer shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

ARTICLE VIII
COMMITTEES

The President shall designate and appoint a Finance and Budget Committee. The members of the committee shall include the: President, Treasurer and three (3) other directors of the President's choosing, subject to approval of the Board of Directors. It shall be the responsibility of this committee to seek and review a budget from all directors for expenditures in the next budget year and to submit said budget to the Board on an annual basis for the Board's approval. This committee also has the responsibility of conducting personally, or through an agent, an audit of the books and financial records of the Corporation no less than annually. No notice is required before an audit.
The Board of Directors may designate and appoint additional committees including an executive committee with powers and responsibilities, by resolution of a majority of the directors in office.

ARTICLE IX
SPECIAL INTEREST GROUPS

In keeping with the mission statement of the Corporation, KIPCUG supports Special Interest Groups ("SIGs") in order that members may focus on specific areas of interest.
Rules and procedures concerning the operation of SIGs shall be determined from time-to-time by the Board of Directors.

ARTICLE X
FINANCES

All receipts shall be deposited in the financial institutions chosen by the Board of Directors.
Officers and directors shall not receive any salary or other compensation for their services as directors or officers, although actual expenses incurred in doing KIPCUG's business as approved by the Board of Directors, may be reimbursed.
All KIPCUG activities and standing committees that conduct regular financial transactions shall operate within a budget approved by the Board of Directors. All requests for a check shall be submitted in writing accompanied by an invoice signed by the officer/director requesting the check. The treasurer or other officer responsible to the Board for the financial affairs of the Corporation may request approval in writing from the Financial and Budget Committee for standing authorization to approve certain routine transactions by other than advanced written permission. An example of this is the routine payments to the U.S. Postal Service for postage for mailing the Corporation's newsletter. All capital asset purchases exceeding $500 shall be approved by resolution of the Board. All checks must be signed by the Treasurer or by any director designated by the Board as an authorized signer. The Treasurer and all authorized signers shall be bonded in an amount equal to not less than the amount of the dues collected during the past twelve (12) months. All expenditures over $200 not in the current budget must be authorized by the Board of Directors.
The directors, officers, employees and members of the Corporation shall not, as such, be liable on the obligations of the corporation.

ARTICLE XI
AMENDMENTS

These Bylaws may be amended either by the majority of the Board of Directors in office or by the vote of a majority at an annual or special business meeting of members. It the amendment is approved by the Board of Directors, it shall not become effective until thirty (30) days after it is mailed to the members. If a special business meeting of the members of this Corporation is called to review the amendment pursuant to Article III Section (B), then implementation of the amendment shall be delayed until the matter is resolved at the special business meeting of the Corporation.

The Bylaws of The Kentucky-Indiana Personal Computer Users Group, Inc. were approved at the meeting of the Board of Directors on September 14, 1999.

BY: __Fred Soward_______
Fred Soward, President
Note: Bylaws were published and distributed to all members in the December, 1999 as part of our monthly magazine: I/O.

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BYLAWS OF THE KENTUCKY-INDIANA PERSONAL COMPUTER USERS GROUP, INC.

BYLAWS OF THE KENTUCKY-INDIANA
PERSONAL COMPUTER USERS GROUP, INC.