AFEB BylawsARTICLE I NAME1.0 Name. The name of the organization is Association For Electronic Business (HCIG). 1.1 Parent Association. CALS/CE Industry Steering Group (ISG). ARTICLE II PURPOSE AND OBJECTIVES2.0 Purpose. The purpose of this organization is to provide a regional forum for participants with interest in electronic business, to promote electronic business, and to exchange ideas and innovative approaches to the transfer of information via electronic media. The organization and its members neither contemplate nor intend pecuniary gain or profit, direct or indirect, from the activities of the AFEB. 2.1 Objective. The objective of this organization is to promote the adoption, use, and maturation of electronic business practices in industry, government, and academia. ARTICLE II STRUCTURE3.0 Governing Body. The organization will consist of Members, an Executive Board of Directors, and Committees. A goal for the governing body shall be to reflect a balanced representation from industry, government, and academia. ARTICLE IV MEMBERSHIP4.0 Individual Members. AFEB members are individuals who have an interest in the purposes of AFEB and are willing to participate in its activities. 4.1 Organization Sponsor. This identifies corporations, businesses, or government or private agencies that have made a commitment to support and sponsor the activities of the AFEB. Sponsors shall provide support to the group in the form of donated facility use, support for preparation and distribution of AFEB related materials, and by supporting the participation of their employees. 4.2 Application for Membership. Individuals and organizations desiring to become a Member shall request a membership application from the AFEB. Applications shall be processed in accordance with these Bylaws and under the guidance of the Vice President- Membership . To register for membership 4.3 Obligations of Members. Members shall be required to complete the annual member information form in order to retain active membership in the AFEB. 4.3.1 Member Involvement All members are expected to abide by these Bylaws of AFEB. Members are expected to attend AFEB meetings regularly, to participate in the work of HCIG, to respond to AFEB communications, and to exchange information with other Members. 4.3.2 Liability. All Members and attendees will hold AFEB harmless for any action of the Board of Directors, AFEB Meeting Attendees, or AFEB Meeting Speakers. 4.4 Rights of Members. 4.4.1 Official Notices of AFEB. All members are entitled to receive copies of all official notices of AFEB. 4.4.2 Participation in AFEB Activities. All members are entitled to participate in all AFEB activities 4.4.3 Voting. Individual Members shall constitute the membership for purpose of voting. Election of Officers to the Board of Directors and changes to the Bylaws require membership vote 4.4.4 Election as Officers. Individual Members are eligible for nomination and election as Officers of AFEB. 4.4.5 Board of Directors. Individual Members are eligible to serve on the AFEB Board of Directors ARTICLE V EXECUTIVE BOARD OF DIRECTORS
5.0 Officers. The affairs of the AFEB shall be governed by an Executive Board consisting of the following duly elected officers: A President, a First Vice President-Programs, a Second Vice President-Membership, a Vice President-Administration, a Treasurer, and four (4) Directors pursuant to the Bylaws of the AFEB. 5.1 Responsibilities. The Executive Board shall be responsible to ensure implementation of all policies, orders, and resolutions of the AFEB membership. Lacking such guidance, the board shall formulate and execute policy and initiatives deemed necessary and in the best interests of the AFEB. It shall generally supervise the business affairs of the AFEB. Decisions and actions taken by the Executive Board shall be reported promptly to the AFEB membership at business meetings. 5.2 Election of Officers and Term of Office. The officers of the Executive Board shall be elected from the AFEB membership, shall be elected annually during the Full Membership meeting and shall hold office for a specified term or until his/her successor shall have been elected and qualified. An officer may be elected for a specified term but may not hold the same office for more than two (2) consecutive terms. The length of term of office shall be two years, except that initial terms will be recommended by the board for approval by a simple majority of the full membership in attendance, with the goal of establishing a staggered schedule of new officers. 5.3 Termination of Officer Status. Any elected officer may resign his/her office by submitting his/her resignation in writing to the executive board. Such officer shall continue to be responsible for the conduct of the duties of his/her office until his resignation has been formally accepted and suitable replacement has been duly appointed. 5.4 Removal. Any officer elected or appointed by the membership may be removed by a majority vote with a quorum of the Executive Board present whenever in its judgment the best interest of the AFEB would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer removed. 5.5 Vacancies. A Vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the President, with the approval of the Executive Board, for the unexpired portion of the term. 5.6 Compensation. The officers of the AFEB shall serve without compensation. With prior approval in principle by the Executive Board, officers may be reimbursed for bona fide professional services performed or expenses incurred in the conduct of the AFEB affairs. ARTICLE VI POWERS OF THE EXECUTIVE BOARD6.0 Powers. All powers shall be exercised by the Executive Board of Directors in accordance with these Bylaws. The Directors shall act only as a Board and the individual Directors shall have no power as such. Among authorized powers are the following: 6.0.1 Bylaws. Development, determination, and prosecution of AFEB Bylaws. 6.0.2 Implementation of Decisions. Interpretation and implementation of decisions of the membership and the Executive Board of Directors. 6.0.3 Use of Organization Name. Approval of use of the AFEB name, in whole or in part by other organizations. 6.1 Action by Majority Vote. Except as expressly required by law or by these Bylaws, the act of a majority of the members of the Executive Board of Directors present at a Board meeting at which a quorum is present shall be the act of the Executive Board of Directors. 6.2 Quorum. Not less than five (5) Officers, present in person, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Executive Board of Directors. but a smaller number may adjourn any meeting to a later date. 6.3 Number of Directors and Term of Office. The Board shall consist of the Officers as defined in ARTICLE V. Additional voting or nonvoting committee chairpersons of each committee may be added at the discretion of the Board. Board members shall serve until the following a election. 6.4 Voting. Only the elected and appointed members of the Board can cast a vote. 6.5 Qualifications of Board Members. All Board members must have the support and commitment of their companies for performing the functions of AFEB Board membership for the duration of their term on the Board. ARTICLE VII DUTIES OF THE OFFICERS OF THE AFEB7.0 President. The President shall preside at all meetings of the HCIG, call and preside at Executive Board meetings, and appoint any committee chairpersons and any other position required for the conduct of business. The President shall in the unavailability or incapacity of the treasurer, sign checks and withdraw authorizations on behalf of the AFEB. As the chief executive officer of the HCIG, the President shall have general and active management of the business affairs and property of the HCIG, and shall be responsible that all orders and resolutions of the AFEB and the Executive Board of Directors are enacted. The President is responsible to maintain good communications with other CALS interest groups and with the Industry Steering Group, and to ensure that the AFEB performs in a manner that is in the best interest of all involved parties. 7.1 First Vice President-Program. This officer shall assist the President, perform such other duties as may be directed by the President, and in the absence or incapacity of the President, shall perform the duties of the President. This officer has basic responsibility for planning and presentation of professional programs for the AFEB. He/she should establish an agenda and create the announcement for each meeting, and is expected to plan programs in advance as appropriate. 7.2 Second Vice President-Membership. This officer shall assist the President, perform such other duties as may be directed by the President, and in the absence or incapacity of the President and the First Vice President, shall perform the duties of the President. This officer is responsible for maintaining complete and up to date membership records. 7.3 Vice President-Administration. This officer is responsible to record the minutes of programs, Executive Board of Directors meetings, and general correspondence. He/she shall keep and maintain such records and files as may be required in the conduct of the AFEB business. He/she shall act as the official custodian of the Bylaws, Charter, and all current and past records, including the official file copies of all financial records. The Vice President-Administration shall record the minutes of all business meetings of the AFEB and Executive Board, including actions taken by vote or direction of the President. He/she shall give notice of all Executive Board and general membership business meetings as requested by the President. 7.4 Treasurer. The Treasurer shall have charge and custody of all receipts, funds, and securities of the HCIG, and shall secure them in the name of the AFEB in such depositories as may be designated by the Executive Board. The Treasurer shall sign and withdraw authorizations on behalf of the AFEB. He/she shall keep accurate and current accounts in books belonging to the HCIG, collect AFEB dues as required, and shall render to the Executive Board, as required, an account of all transactions as Treasurer and of the financial condition of the AFEB. 7.5 Directors. Duly elected Directors shall serve as members of the Executive Board and will attend all Board meetings and advise and support the Executive Board by sound professional judgment on all matters presented to the Board. The Directors shall assist in the management of Board business and shall have the same responsibilities of the Board officers concerning the making or amending of the AFEB Bylaws. The number of the Directors shall be four (4). ARTICLE VIII NOMINATIONS AND ELECTIONS OFFICERS8.0 Nominating Committee. The President shall appoint a nominating committee annually. The nominating committee shall consist of the immediate Past President and at least two (2) other AFEB Members, and provide a slate of nominees to be presented to the Members no later than 30 days prior to scheduled elections. 8.1 Nominees. Persons cannot hold more than one office at a time. Each nominee shall agree to serve and to accept the responsibilities of the office where nominated. 8.2 Approval of Slate of Nominees. After approval by the Executive Board, the slate of nominees will be announced to the AFEB membership. Additional nominations for the AFEB officers may be submitted in writing to the Vice President-Administration. 8.3 Election of Officers. Annually, a duly announced general membership business meeting shall be conducted for the purpose of electing the AFEB officers and considering such other business as may be appropriate at that time. Officers shall be elected individually by a simple majority of the membership in good standing present at the time the vote is taken. ARTICLE IX COMMITTEES9.0 Committees. The Officers of AFEB may select committees to assist them in furthering the goals of the AFEB. These committees may be standing or ad hoc in nature or a combination of both. Committee chairpersons are appointed by the President. ARTICLE X MEETINGS10.0 Types of Meetings. Some meetings will pertain to internal AFEB business, organization, and operation, while other meetings will pertain to Member interest in hardware/software, products, processes, standards, and systems. 10.1 Minimum Requirement. There shall be a minimum of six (6) meetings of the Executive Board, and three (3) meetings of the general membership per year. Additional meetings featuring matters of interest to the membership shall be scheduled by the President as directed by the Executive Board. 10.2 Business Meetings. The AFEB is to conduct meetings of the Executive Board of Directors at least six (6) times a year. These meetings should be called in advance by the AFEB President, with an appropriate agenda provided to each attendee. All minutes should be promptly distributed to each member of the Executive Board of Directors. 10.3 Place and Notice of Meetings. The President shall assure that no less than 48 hours notice be provided to the Executive Board and no less than five (5) working days be provided to the general membership as a due notice for meeting. The call to the meeting shall specify time and place. 10.4 Sponsorship of Events. The HCG's primary objective is to conduct its affairs as a professional organization. To achieve a financial base from which to support the HClG's goals, the AFEB may sponsor events or charge local chapter dues as deemed appropriate by the AFEB Executive Board. 10.5 Annual Meeting. An annual meeting of the members shall be held for the purpose of electing officers per ARTICLE VlIl of these Bylaws. 10.6 Special Meeting. Special meetings of the members may be called by the President, six (6) members of the Executive Board, or not less than one-fourth (1/4) of the members having voting rights. 10.7 Executive Board Meetings. The Executive Board shall hold regular meetings as necessary to conduct the affairs of the AFEB. Meetings shall be called by the President, or four (4) members of the Executive Board. Five board members having voting rights must be present to conduct the AFEB business. ARTICLE XI FISCAL MATTERS11.0 Annual Dues. The matter of the AFEB dues shall be determined annually at the first meeting of the newly elected AFEB Executive Board. Dues may be fixed or revised by the Executive Board at a minimum level consistent with good business practice, achievement of the objectives of the HCIG, and costs of the AFEB administration beyond the dues expected. The exact amount of dues shall be confirmed by a simple majority vote of the members in good standing present at the next duly announced business meeting of the AFEB. The dues shall be payable to the AFEB by all of its members. 11.1 Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the AFEB shall be signed by such officer or officers, agent, or agents of the AFEB and in such manner as shall from time to time be determined be resolution of the Executive Board. In the absence of such determination bv the Executive Board, such instruments shall be signed by the President and countersigned by another duly elected officer of the association, other than the Treasurer. 11.2 Deposits. All funds of the AFEB shall be deposited from time to time to the credit of the AFEB in such banks trust companies, or other depositories as the Executive Board may select. 11.3 Gifts. The Executive Board may accept on behalf of the AFEB any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the AFEB. 11.4 Fund Raising for AFEB Support. Funds may be raised to support the objectives and specific programs of the association. Fund raising events or activities may be planned and organized in accordance with guidance and direction set to meet responsibility for the quality of life of the general AFEB membership. In all fund raising efforts, volunteer workers and supporters must work without benefit of compensation, and all revenues must be reported to the AFEB Treasurer for approval by the AFEB Executive Board. ARTICLE XII OTHER CONSIDERATIONS12.0 Books and Records. The AFEB shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Executive Board. It shall keep at a location, and make public to the general membership, the records giving names and addresses of the members entitled to vote. All books and records of the AFEB may be inspected by any member or his/her agent for any proper purpose at any reasonable time. 12.1 Amendments to the Bylaws. The Executive Board may alter, amend, or repeal these Bylaws. New Bylaws shall be reviewed and approved by the Executive Board. The proposed amendments will be brought to the AFEB membership for a vote. If approved by a majority, the revision shall be incorporated into the Bylaws within 30 days. 12.2 Manner of Acting. The AFEB shall function and conduct its business in a legal and ethical manner 12.3 Dissolution. In the event of dissolution of this HCIG, all remaining assets whether real, personal, or mixed, which this AFEB owns or is entitled to, shall be liquidated and refunded to the AFEB members in good standing at the time of dissolution. 12.4 Enforcement. The Executive Board shall have the authority to enforce the AFEB Bylaws. 12.5 Ad Hoc Committees. Ad Hoc Committees may be appointed by the President to serve for a period of 12 months for the purpose of planning and executing special projects for the AFEB. The President will appoint a Director to chair these committees. Return to AFEB Home Page This homepage is a function of the AFEB. Editor: Dona Mason, Uwohali Assistant Editor: Jim Neiers, NEOTEK Last Update Feb 14, 1996 |
