| Articles of Incorporation and Bylaws |
Amended 2000.05.22
Copies available from:
Boston Metro Rational ClearCase Users Group
www.penguin-inc.com/bmccug
CONTENTS
There are five articles of incorporation, and they provide as follows;
1. The name of the Corporation is BOSTON METRO RATIONAL CLEARCASE USERS GROUP, INC.
2. The purposes for which the Corporation is formed are:
a. To engage in educational activities designed to advance the theory and
practice of the arts and sciences of software
configuration management and
to achieve this advance by holding meetings for reading and discussion of papers
and by exchanging ideas, knowledge, philosophy, and techniques of these arts and
sciences.
b. To encourage the preparation of original papers, articles, monographs,
periodicals, and books dealing with the
techniques of software configuration
management.
c. To advance the arts and sciences of software configuration management in
order to promote the public welfare
through the development of better
educated personnel in the field of software configuration management.
d. To do everything necessary and proper in connection with or incidental to the above purposes.
3. a. Notwithstanding any of the provisions of the foregoing paragraphs,
which may be construed to the contrary,
the BOSTON METRO RATIONAL CLEARCASE
USERS GROUP, INC., shall not engage in any activity which
is not
educational, scientific, or charitable within the meaning of Section 501(c)(3)
of the 1954 United States Internal
Revenue Code.
b. No substantial part of the activities of the Corporation shall be the
carrying on of propaganda or otherwise attempting
to influence legislation,
and the Corporation shall not participate in, nor intervene in (including the
publishing or distributing
of statements) any political campaign on behalf
of any candidate for public office.
c. The Corporation is specifically prohibited from (1) engaging in whole or
in part in collective bargaining or other dealings
with employers or
employees concerning grievances, adjustment of employer-employee differences, or
conditions of
employment and (2) performing any acts or engaging in any
practices prohibited by the General Business Law or by any
other
antimonopoly statute of this State.
4. The Corporation is not organized for pecuniary profit. It shall have no
stock or stockholders, and none of its net
earnings shall be distributed to
or enure to the benefit of any private shareholder or individual. On any
dissolution of
the Corporation, its assets shall be distributed to an
organization or organizations organized and operated for similar
educational
purposes and subject to the order of a Justice of the Supreme Court.
5. The territory in which its operations are principally to be conducted is throughout the world.
(specify the number of its directors to be not less than five nor more than
twenty-one, subject to change by the
membership. relate the identity
and qualifications of the original board of directors and signers of the
Articles of
Incorporation.)
Section 2. Purpose
The objective of the Group is to provide a
forum;
for the exchange of knowledge, experiences, and
resources;
for discussions related to the design/development of
software applications using Rational ClearCase and related software;
for the benefit of the Group's membership.
Section 3. Services
In regards to the above stated purpose of the
Group, the following services shall be provided:
- coordinate and
conduct meetings, discussion groups, lectures, presentations, and similar
programs concerned with
the development and
exchange of research and technical data relevant to Rational ClearCase, related
products, and services.
- establish methods for distributing
technical information to members.
- establish a platform and vehicle
for suggestions for modification and enhancements to Rational products.
- represent the organized opinions and interests of the Group
relative to recommended enhancements, policy changes,
extensions, or new software.
Section 2. Constraints
The Group is nonprofit, nonsectarian, and
nonpartisan. It cannot endorse or disparage a commercial enterprise, a political
platform, or a candidate for public office.
Section 2. Privileges
Members may
- attend any meeting,
convention, conference, or workshop sponsored by the Group
-
contribute ideas and suggestions that may further the Group's purposes
- access the Group's communications
Section 3. Obligations
By acceptance of the Group's membership,
each member agrees to abide by its governing documents, work toward achievement
of its purposes, and act in accordance with its precepts. Members who fail to do
so may have their
membership suspended or revoked by the board.
Section 4. Voting
An individual must have attended two (2) of the
previous four (4) general meetings.
There is no proxy voting.
Section 5. Admission
An individual applies for membership with an
official application form. The application may be submitted directly to the
Group's website or indirectly via registration at any meeting. Validation of
the membership application by the Group
constitutes admission to the Group.
Section 2. Powers and Constraints
The board of directors has the
power to manage the Group's property, to determine its policies, and to direct
its affairs in order to meet the objectives stated in Article I. The board acts
in accordance with the governing documents, which it has the authority to
interpret and clarify in terms of language. The board may prudently delegate
powers in the interest of efficient management.
Section 3. Duties
A. The president exercises general supervision
over the affairs of the Group; calls meetings; presides at meetings of the Group
and the board; appoints assistants to the president and heads of committees,
subject to board approval; and is an ex-officio member of all Group committees.
B. The vice president assumes the duties of the president in the absence or
incapacity of the president and performs such other duties as the president or
the board may assign.
C. The director of membership will keep records of
attendence and voting priviledges.
D. The director of events plans and
supervises the Group's social affairs.
E. The director of communications
keeps minutes of all Group and board meetings and distributes them as the board
directs; conducts official correspondence; maintains records so that they are
available at any time to the president or the board; and performs such other
duties as the president or the board may assign.
F. Directors attend all
board meetings, serve as managers of committees, and perform such other duties
as the president or the board may assign.
Section 4. Terms of Office
The directors are elected for terms of
one year. There is no limit to the number of separate, nonsuccessive terms in
the same capacity a director may serve. Terms of office for all elected members
of the board begin with their election at the Group's annual business meeting.
Section 5. Vacancies
A vacancy in the office of president is
filled by the vice president unless that office is also vacant, in which case a
president is elected from among the board members by majority vote of the entire
board. Vacancy appointments extend to the next annual business meeting and are
not deemed a term of office within the meaning of any restriction imposed by
Section 4 above. If the quorum of the board is lacking, elections must be held
by the group.
Section 7. Meetings and Quorum
The board meets several times each
year for the conduct of business. Meetings are called by the president or at the
request of at least four board members. A majority of the board's membership
constitutes a quorum.
Section 8. Transaction of Business
Board meetings follow the
parliamentary procedures specified in Robert's Rules of Order where applicable
and consistent with the governing documents of the Group. The board acts by
majority vote of board members present, a quorum being present, except when any
other specified vote is explicitly required by the bylaws.
Section 2. Committee Members and Subcommittees
Each committee
manager appoints the members of the respective committee. Board approval is not
required for appointment of committee members.
Section 3. General Duties
Standing or special committees perform
under the general supervision of the board of directors. Each committee manager
submits periodic written reports to the board. Each standing or special
committee is guided in its operation by procedural guidelines which it keeps up
to date. The board approves all procedural guidelines and subsequent substantive
changes to each guideline.
Section 4. Standing Committees
A. The bylaws committee
advises the board on matters associated with the Group's governing documents and
periodically reviews their adequacy. The manager is a director currently serving
on the board. The committee formulates amendments to the bylaws that have been
proposed and submits them to the board with recommendations. The committee also
reviews any other pertinent literature for consistency with the Group's
governing documents.
Section 2. Special Meetings
Special meetings are called by the
president if requested by three-fourths of the board.
Section 3. Transaction of Business
A. The parliamentary procedures
specified in Robert's Rules of Order, latest revised edition, govern business
meetings of the Group when they are applicable and consistent with the governing
documents.
B. A majority of board members present constitutes a quorum for a
business meeting of the Group.
Section 4. Time and Place of Meetings
Time and place of meetings
are determined by the board of directors and are publicized to the membership.
Section 2. Implementation
After the bylaws committee has
formulated the proposed amendment in coordination with the originator, it
submits the amendment to the board of directors with a recommendation. Proposed
amendments to Articles must be referred to the membership at large by means of a
vote. To become effective, a bylaws amendment submitted to the membership
requires the affirmative vote of two-thirds of the votes cast. An approved
amendment is announced to the membership at the earliest opportunity.