The name of this corporation shall be the Charlotte Oracle Users Group, a not-for-profit business association organized under the laws of the State of North Carolina of the United States of America (hereinafter "CLTOUG”)
Section 1. Not for Profit. CLTOUG is organized under and shall operate as a North Carolina not-for-profit business association.
Section 2. Purposes. The purposes of CLTOUG shall be to provide the premier forum for all users and vendors of Oracle products and services in Charlotte and surrounding and, in furtherance thereof, to undertake the following:
6. Create and maintain a formal user group structure that will facilitate the purposes of CLTOUG; and perform and do any and all such other acts as may be necessary or desirable to carry out CLTOUG's purposes as determined by the Board of Directors.
Section 1. Membership, Eligibility and Representation. Membership may be granted to any individual, partnership, corporation or organization that:
All entities granted membership in CLTOUG shall be referred to herein collectively as "Members."
Section 2. Application for Membership. Requests for membership shall be made by submitting a written or an electronic membership application (which shall be subject to approval under criteria and procedures established by the Board of Directors).
Section 3. Representation. Members may from time to time designate other persons to take part in discussions and meetings of CLTOUG but in no event shall any Member be entitled to more votes than as determined according to Article III, Section 4.
Section 4. Voting. On all matters coming before the membership, each paid Member as defined in Article III, Section I (iii), shall be entitled to one and only one vote.
Section 5. Proxy. Any member or official representative who is entitled to vote on a matter may authorize another person to act for him or her by proxy.
Section 6. Resignation. Members may resign from CLTOUG at any time. Annual memberships due once received are non-refundable under any circumstances.
Section 7. Termination of Membership. Membership in CLTOUG may be permanently terminated for cause. Sufficient cause for such termination of membership shall be a violation of the bylaws or any rule, canon or practice of CLTOUG. Expulsion shall be by two-thirds vote of the Board of Directors, provided, however, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the day, time and place of the Board of Directors meeting at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Board. In addition, the membership of any member who becomes ineligible for membership or who shall be more than ninety (90) days in default in the payment of any dues or charges shall be terminated automatically. In special circumstances, such termination may be delayed by the Board of Directors.
The initial and annual dues for each class of member of CLTOUG, the time for paying such dues, and other assessments, if any, shall be determined from time to time by the Board of Directors.
Section 1. Meetings. An annual meeting of the Members for receiving reports, and for such other business as may properly come before the Members, may be held at such day, time and place as may be determined by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Members may be called by any member of the Board of Directors.
Section 3. Notice. Notice of annual or special meetings of the Members shall state the time, date and
place of the meeting and shall be given not less than five (5) days prior to the date of such meeting. Notice of special meetings shall state the purpose for which the meeting is called.
Section 4. Quorum. The presence in person or by proxy of not less than one-tenth of the Members shall constitute a quorum at any meeting of the Members.
Section 5. Action by Majority Vote. The majority vote of the paid Members as defined in Article III, Section I (iii) present at a meeting at which a quorum is present shall be the act of the Members, except where otherwise provided by law or these bylaws.
Section 6. Voting; Mail or Electronic Ballot. Voting by mail or electronic ballot shall be permitted, in lieu of a vote at a duly called meeting, for any item of business, including the election of Directors. The act of a majority or more voting members returning ballots by a date certain, assuming the number of members' ballots received constitute a quorum, shall be an act of the members. Decision on the form of voting shall be determined by the board of Directors.
Section 1. General Powers. The affairs of CLTOUG shall be managed by the Board of Directors, which shall have supervision, control and direction of the affairs of CLTOUG, shall determine its policies or changes therein within the limits of these bylaws, shall actively promote its purposes and shall have discretion in the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition. The Board of Directors shall be an elected body of seven members, could include vacancies and shall consist of the President, Vice President, Director of -Finance, Director of Meetings , Director of Membership , Director of Website Initiatives and Secretary. In addition, the President may, with Board of Directors approval, appoint one individual to a one-year, non-voting, advisory position on the Board of Directors.
Section 3. Eligibility, Election and Term of Office. Any Member who is a legal resident of Charlotte and the surrounding areas, with the exception of employees of Oracle Corporation, shall be eligible for nomination and election to the Board of Directors. Directors shall be elected annually by the membership body as set forth in Article IX of these bylaws (Nominations and Elections), with the exception of the Oracle Liaison, who shall be appointed by Oracle Corporation. Directors shall serve for a term of two years and until their successors shall be duly elected, unless they resign, are removed, or are otherwise unable to fulfill their term; provided, however, that a portion of the initial Board of Directors shall serve for a term of one year. Directors shall assume office at the beginning of the Calendar Year. Directors may be re-elected to the Board for a maximum of two consecutive terms. If a Director becomes an employee of Oracle Corporation following election, the Director is required to immediately offer their resignation from the Board of Directors.
Section 4. Vacancies. A vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the remaining period of the un-expired term(s) by the Board of Directors.
Section 5. Resignation or Removal from Office. A Director may resign at any time by giving written notice to the President or his/her representative. A Director may be removed from office for cause by a two-thirds vote of the membership body.
Section 6. Regular Meetings. The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.
Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by any three Directors.
Section 8. Place and Time of Meetings. All meetings of the Board of Directors shall be held at such time and place as the Board of Directors may from time to time determine.
Section 9. Notice. Notice of special meetings of the Board of Directors shall be given at least five business days prior to the time designated for such meeting, and shall specify the date, time and place of the meeting.
Section 10. Quorum. A majority of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, a majority of those Directors present may adjourn the meeting from time to time without further notice.
Section 11. Video, Telephone, and Electronic Conferences. Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of video, telephone or electronic conference by means of which all persons participating in a meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
Section 12. Mail/Digital Vote. Any action requiring a vote of the Board of Directors may be taken by mail or digital ballot. The action taken shall be effective upon the unanimous approval of the Directors.
Section 13. Compensation. No CLTOUG members shall receive salaries or other compensation for their services by CLTOUG, but the Board of Directors may, by resolution, authorize reimbursement for expenses incurred in the performance of their duties.
Section 1. Officers. The officers of CLTOUG shall be a President, Vice President, Director of Finance, Director of Meetings, Director of Memberships, Director of Website initiatives, Secretary and such other officers as may be determined from time to time by the Board of Directors.
Section 2. Eligibility, Election and Term of Office. Any Member who is a legal resident of Charlotte and the surrounding areas, with the exception of employees of Oracle Corporation, shall be eligible for nomination and election to the Board of Directors. Directors shall be elected annually by the membership body as set forth in Article IX of these bylaws (Nominations and Elections), with the exception of the Oracle Liaison, who shall be appointed by Oracle Corporation. Directors shall serve for a term of two years and until their successors shall be duly elected, unless they resign, are removed, or are otherwise unable to fulfill their term; provided, however, that a portion of the initial board of Directors shall serve for a term of one year. Directors shall assume office at the beginning of the Calendar Year. Directors may be re-elected to the Board for a maximum of two consecutive terms. If a Director becomes an employee of Oracle Corporation following election, the Director is required to immediately offer their resignation from the Board of Directors.
Section 3. Removal. Any officer may be removed from office by a two-thirds vote of the Board of Directors whenever in their judgment the best interests of CLTOUG would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall
Vice President. The
Vice President is responsible for
Section 7. Director of Finance. The Director of Finance shall
· serve as the Chief Financial Officer of CLTOUG and shall have charge and custody of and be responsible for all funds and securities of CLTOUG;
· receive and give receipts for monies due and payable to CLTOUG from any sources whatsoever;
· deposit all such monies in the name of CLTOUG in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws;
· develop financial plans and budgets;
· submit financial reports to the Board of Directors at its regular meetings and to the membership at the Annual Meeting; and in general;
· perform all duties incident to the office of Vice President of Finance and such other duties as from time to time may be assigned by the President or by the Board of Directors.
8. Director of Membership.
Director of Membership shall
be responsible for servicing the
membership. This includes the operation of all administrative membership
functions, managing the CLTOUG vendor relationships, and all tangible
member benefits, such as discounts;
have responsibilities include working with the other
Directors who may have overall responsibility for a
specific member service such as enhancements or publications, managing
prospective and new member fulfillment, as well as ensuring that the
membership database is kept up-to-date;
be responsible for frequent review
of the membership structure and each particular member program, i.e.
individual, corporate and vendor.
9. Director of Meetings: The Director of Meetings shall be responsible
all functions related to
administrating management and implementation of the CLTOUG meetings,
seminars, conferences, educational programs and related exhibit areas.
setting up conference
committee’s with the guidance of other Board members when required.
10. Director of Website Initiatives: The
Director of Web Site Initiatives is
responsible for continually
reviewing the CLTOUG web site and championing the site as the core
delivery mechanism for CLTOUG value. While the VP manages the technology
that drives the site, and the President is responsible for the look and
feel, this Director is responsible for both ideas and the delivery of
ideas, via the web site.
works with the Director of
meetings to deliver value and education via the web.
Section 11. Secretary. The secretary is responsible for
All board members may be required to perform
the duties of other board members from time to time.
Section 1. Executive Committee. The Executive Committee is synonymous with the Board of Directors.
Section 2. Election Committee. The Election Committee shall consist of three official representatives of Members, one of whom shall be designated Chairperson, and none of whom shall themselves be eligible for election. The Election Committee shall be appointed annually by the President with the approval of the Board of Directors. The Election Committee shall present a slate of candidates to the voting members for election as Directors.
Section 3. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of CLTOUG may be designated by a resolution adopted by a majority of the members of the Board of Directors. Except as otherwise provided in such resolution, the President of CLTOUG shall appoint the members thereof.
Section 4. 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 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating such committee, a majority of the members present at a meeting at which a vote is taken 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 6. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Section 1. Nominations. The Election Committee as defined in Article VIII Section 2, shall receive nominations from the membership for open positions on the Board of Directors at least one month prior to the election. The Election Committee shall review nominations. The Board must approve the slate.
Section 2. Election.
Directors. At least 60 days prior to end of the Calendar Year, a mail ballot (whether written or electronic) setting forth the slate of nominees presented by the Election Committee shall be mailed to each voting member at the record address of the voting member on file with CLTOUG. Each voting member shall be entitled to cast votes equal to the number of open positions on the Board of Directors
Section 3. Election Committee. The Election Committee shall take charge of the details of the election. The Election Committee shall report the results of the election to the CLTOUG Membership.
Section 4. Quorum for Election of Directors. The Members representing not less than 5% of the total votes entitled to be cast shall constitute a quorum for the election of Directors.
CHECKS, DEPOSITS AND BONDING
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of CLTOUG, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of CLTOUG and such authority may be general or confined to specific instances.
Section 2. Checks,
Drafts, Etc. All checks, drafts or orders for the payment of money,
notes or other evidences of indebtedness issued in the name of CLTOUG
shall be signed by such officer or officers, agent or agents of CLTOUG and
in such manner as shall be determined from time to time by resolution of
the Board of Directors. In the absence of such determination by the Board
of Directors, such instruments shall be signed by the Director of Finance.
Section 3. Deposits. All funds of CLTOUG shall be deposited from time to time to the credit of CLTOUG in such banks, trust companies or their depositories as the Board of Directors may select.
Section 4. Bonding. The Board of Directors shall provide for the bonding of such officers and employees of CLTOUG as it may from time to time determine.
The fiscal year of CLTOUG shall be determined by the Board of Directors.
Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of the State of North Carolina or under the provisions of the Articles of Incorporation or bylaws of CLTOUG, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of the Board of Directors, provided that at least thirty (30) days' written notice is given of intention to alter, amend or repeal these bylaws and to adopt new bylaws prior to the specified date of the vote.
Upon the dissolution of CLTOUG and after payment of all indebtedness of CLTOUG, any remaining funds, investments and other assets of CLTOUG shall be distributed to such organization or organizations which have purposes and objectives similar to the purposes and objectives of CLTOUG as may be determined by resolution adopted by the Board of Directors and ratified by a majority vote of the Members.
Copyright © 2001 Charlotte Oracle User Group. All rights reserved. Revised: October 24, 2008.