BY-LAWS OF CONNECT WORLDWIDE, INC.
The name of the corporation is Connect Worldwide, Inc.
ARTICLE II PURPOSES
Section 1. Mission. The corporation is organized under the Texas Business Organizations Code and shall operate as a Texas nonprofit corporation.
Section 2. Purposes. The general purpose for which the corporation is organized is to stimulate the free interchange of knowledge among information technology professionals regarding information technology products and services.
ARTICLE III REGISTERED OFFICE AND AGENT
Section 1. Registered Office and Agent. The registered office of the corporation shall be at the address currently on file with the Texas Secretary of State. The registered agent at such address shall be the individual designated as the registered agent in current filings with the Texas Secretary of State.
ARTICLE IV MEMBERS
Section 1. Classes of Members. The corporation shall have two classes of membership: User and Partner. The Board of Directors may from time to time create additional classes of membership.
1.1. User members. A User Member shall be an individual, company, or other entity that is actively involved in the use and/or operation of any product within the appropriate information technology product lines for the conduct of their business.
1.2. Partner members. A Partner Member shall be an individual or company that provides a product or service that relates directly to the use of information technology products, solutions, and services.
Section 2. Application for Membership. Requests for membership may be made by submitting a written or electronic membership application which will be processed under criteria and procedures established by the Board of Directors.
Section 3. Membership Dues. The initial and annual dues for each class of membership, the time for paying such dues and other fees, if any shall be determined and published periodically by the Board of Directors.
Section 4. Obligations of Members. All members shall abide by these bylaws and the policies of the Corporation.
Section 5. Voting Rights. Each user and designated partner member shall be entitled to one vote on each matter submitted to a vote of the members unless the Board of Directors determines that a class of membership shall not be entitled to a vote.
Section 6. Resignation. Any member may resign by filing a written resignation with the Corporation. Resignation does not relieve the member from meeting financial obligations incurred prior to the date of resignation.
Section 7. Termination of Membership. The Board of Directors by affirmative vote of two-thirds of all of the members of the Board may expel a member for cause after an appropriate hearing. Continuation of membership is contingent upon members fulfilling the qualifications for membership and abiding by these bylaws and the policies of the Corporation, including the payment of any dues, fees or other obligations due. Failure to comply shall be grounds for termination of membership. Application for reinstatement of membership in the case of a membership that has been terminated must include: a) assurance that the cause for membership loss has been remedied, b) payment of obligations to the Corporation incurred before termination and c) evidence that the former member qualifies under the current membership requirements.
ARTICLE V MEETING OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members may be held at such time and place as determined by the Board of Directors.
Section 2. Special Meeting. Special meetings of the members may be called either by the president, the Board of Directors, or by not less than one-half of the members having voting rights.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas, provided, however, that if all the members shall meet at any time and place, either within or without the State of Texas, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail (regular or electronic), to each member entitled to vote at such meeting, not less than seven nor more than thirty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting.
In the case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid or sent electronically. Any member may waive notice of any meeting.
Section 5. Informal Action by Members. Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum. The members holding at least a majority (50% +1) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies. At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
ARTICLE VI OFFICERS
Section 1. Officers. The officers of the corporation shall be a president, a vice president, a secretary, a treasurer, and an immediate past president and such other officers as may be determined by the Board of Directors. The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Directors.
Section 2. Election and Term of Office. The president,secretary, and treasurer shall be elected by the Board of Directors for a two-year term. The remaining officers shall be elected by the Board of Directors for a one-year term. The officers shall be elected at the meeting of the Board of Directors nearest the expiration of their term of office and shall serve until their successors have been duly elected and have qualified. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.
Section 3. Succession. Directors who have at any time served a minimum of one year on the Board of Directors will be eligible to run for an officer position. Upon the expiration of his or her two year term, the president shall not be eligible for re-election for a consecutive term. The individual elected to the position of vice-president at the time of the expiration of the president’s two year term shall succeed to president; and the president shall succeed to immediate past president, to serve a one year term of office. The immediate past-president may serve on the Board of Directors and shall also be eligible for election as an officer upon the expiration of his or her one-year term.
Section 4. Removal. Any officer may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
Section 6. President. The president shall be the principal elected officer of the corporation and shall in general supervise and control all of the affairs of the corporation. The president shall preside at all meetings of the Board of Directors and shall be the Chairperson of the Board. The president may sign, with the treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7. Vice President. In the absence of the president or in the event of his or her inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 8. Secretary The secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; and in general perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 9. Treasurer. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any sources whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors.
Section 10. Immediate Past President. The immediate past president shall serve as chair of the Nominating Committee and perform such other duties as prescribed by the President or Board of Directors from time to time. The immediate past president will be a non- voting member of the Board of Directors.
ARTICLE VII BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors.
Section 2. Composition, Terms of Office and Qualifications. The number of directors shall consist of five (5) voting directors plus one (1) immediate past-president non- voting director in the year of the election of the president.
2.1. Terms of Office. Voting members shall elect Directors, except that initial Directors shall be those individuals named in the Articles of Incorporation. Directors shall serve for two-year staggered terms, with approximately half of the directors being elected each year. Newly elected directors shall take office beginning on the first day of the year following the year in which they were elected, and until their successors are elected and qualified. No Director may serve consecutively more than three two-year terms in which the Director shall be elected by the members.
2.2. Qualification. A Director must be a member of the corporation in good standing except as set forth in Article VII, section 10 of these bylaws.
Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be designated by resolution by the Board of Directors and deemed necessary to transact the business of the Corporation.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least ten days previously thereto by written notice delivered personally or sent by mail, facsimile, or electronic mail.
Section 6. Quorum. A majority (50% + 1) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. 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, except where otherwise provided by law or by these by-laws.
Section 8. Nominations and Elections. The Nominations and Elections Committee is responsible to nominate and conduct an election of candidates for Directors. The Chair of the Nominations and Elections Committee shall be the Immediate Past President. The committee shall consist of the Committee Chair and at least two non-Board members. Members of the committee are not eligible for election. The Nominations and Elections Committee shall be appointed at the first Board of Directors Meeting in the calendar year by the President with approval of the Board of Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors upon recommendation of a candidate by the Nominations and Elections Committee. A director selected to fill a vacancy shall be elected for the unexpired term of their predecessor in office.
Section 10. Partner Director. Partner HP may appoint one of the Directors specified in Section 2 to the board, who shall be the principal HP liaison to the Corporation, with full voting rights on the Board of Directors.
Section 11. Executive Director. The Board of Directors may employ an Executive Director who will serve as the Chief Executive Officer of the Corporation. The Executive Director will be a non-voting member of the Board of Directors and Executive Committee.
Section 12. Non-Voting Directors. By majority vote the Board of Directors may from time to time appoint one or more persons to serve in an advisory role to the Board as non- voting Directors. Non-voting Directors shall receive notice of all meetings of the Board, but failure to give them notice shall not affect the validity of the meeting or any vote taken thereat. Non-voting Directors may serve on committees of the Board of Directors other than the Executive Committee. Non-voting Directors shall not hold any other elective or appointive office in the Corporation, shall have no right to vote in any matter before the Board of Directors or any committee, shall not be entitled to participate in the calling of any meeting, and shall not be counted in any manner in the computation of any quorum. Any non-voting Director may be removed from office at any time by a majority vote of the Directors present at any meeting of the Board of Directors.
ARTICLE VIII COMMITTEES & SUBGROUPS
The corporation shall be organized into committees and groups for the purpose of conducting the affairs of the organization and delivering products and services to the membership.
Section 1. Standing Committees. The Board of Directors shall establish committees from time to time to assist in the management and administration of the Corporation. The standing committees shall be as follows:
1.1. Executive Committee. The executive committee shall consist of the President, Vice President, and Secretary, andTreasurer of the corporation, which shall have and may exercise, during intervals between meetings of the Board of Directors, all powers vested in the Board of Directors which are permitted by law to be delegated to an executive committee. The Executive Director will be a non-voting member of the Executive Committee.
1.2. Finance Committee. The finance committee shall be responsible for reviewing and making recommendations on the Corporation’s financial policy. The committee is responsible for the preparation and submission of annual budgets and periodic financial projections. Members of the Finance Committee shall include the Treasurer (Chairman), Executive Director, one additional member of the board, and at least one non-board member.
1.3. Audit Committee. The Audit Committee shall consist of not fewer than three Directors. The committee shall cause an independent auditor to conduct an annual examination of the Corporation’s financial statements, shall receive the audit report and any other reports relating to such audit or to the assets and collection management practices of the organization from the independent auditor, and shall periodically report his or her findings and recommendations to the Board of Directors. The Audit Committee shall recommend to the Board of Directors the employment of the Corporation’s independent auditors.
1.4. Nominations and Elections. The Nominations and Elections Committee shall be responsible for identifying and qualifying candidates for election to the Board of Directors. The committee shall also be responsible for executing the election process.
Section 2. Other Committees. The President with the advice and consent of the Board of Directors may designate the members, chairperson, and goals of one or more committees not having and exercising the authority of the Board of Directors in the management of the corporation. Any member thereof may be removed by the Board whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairperson. One member of each committee shall be appointed chairperson. The Chairperson does not have to be a member of the Board of Directors.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
Section 8. Subgroups. The Board of Directors shall establish subgroups from time to time to assist in the management and administration of the Corporation. The subgroups shall be as follows:
8.1. Special Interest Groups. A Special Interest Group is a subgroup of members recognized by the Board of Directors, who share an interest in an industry, application, or any other common interest consistent with the Corporation’s purpose.
8.2. Chapters. At its discretion, the Board of Directors may establish criteria for the recognition of geographically related entities called Chapters. The purpose of a Chapter is to further the goals of the Corporation and assist with delivery of products and services to members living in geographical proximity to each other. All Chapters must be affiliated with the Corporation in accordance with Corporation policy.
8.3. Other Groups. At its discretion, the Board of Directors may establish additional sub groups to meet the needs of the membership.
ARTICLE IX BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
ARTICLE X FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day of December in each year unless otherwise determined by the Board of Directors.
ARTICLE XI 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 at any regular meeting or at any special meeting, provided that at least ten days’ written notice is given of intention to alter, amend or repeal and to adopt new by-laws at such meeting.
ARTICLE XII INDEMNIFICATION
The corporation shall indemnify all officers, directors, committee members, agents and staff of the corporation to the full extent permitted by the Texas Business Organizations Code, as amended, and shall be entitled to purchase insurance for such indemnification of officers, directors, committee members, agents and staff to the full extent as determined from time to time by the Board of Directors of the corporation.
ARTICLE XIII DISSOLUTION
Upon the dissolution of the Corporation, and after payment of all indebtedness of the Corporation, any remaining funds, investments, and other assets of the Corporation shall be distributed in accordance with a plan to be determined by the Board of Directors. The plan shall be approved by a simple majority vote of the membership.