Great

Lakes

Cisco

Users

Group



ARTICLE I - NAME

The name of this organization shall be "Great Lakes Cisco Users Group - Detroit Chapter".
The "Great Lakes Cisco Users Group - Detroit Chapter" hereafter referred to as the "GLCUG."



ARTICLE II - OFFICES

The principal office for the transaction of the business of this non-profit organization (GLCUG) will be in the United States of America. The GLCUG may also have an additional office(s) as the Board of Directors (Board) may establish from time to time.



ARTICLE III - PURPOSE

The purposes of the GLCUG are as follows:

The Great Lakes Cisco Users Group - Detroit Chapter is a non-profit independent users group which is dedicated to the open exchange of information in the fields of telecommunications and internetworking. GLCUG focus will primarily, but not exclusively be devoted to Cisco products. This group is incorporated exclusively for the benefits of it's members.

ARTICLE IV - MEMBERSHIP

GENERAL

Membership in the GLCUG shall not be denied to any individual based upon race, creed, sex, or religion. Membership in this organization is open to any individual interested in internetworking and Cisco technology.

Each member is entitled to access to the GLCUG web site, and will be allowed, and encouraged to participate in the production of the online articles and resources provided at the web site.

Each member is entitled to business cards (for a fee) containing the
organization's logo and member title (if applicable).

All members are encouraged to actively participate and the organization reserves
the right to remove non-participating members.

DUES

The Board shall set annual dues. The name of any GLCUG member who has not paid any applicable yearly dues within 45 days of the due date shall be removed from the general membership roster.

Members shall be considered in good standing if their dues received by the treasurer have been paid through the date at which the membership directory was closed for the purpose of determining members entitled to notice of or to vote as members of the GLCUG.

VOTING

Each member in good standing in accordance with the terms and provisions of these bylaws shall be entitled to vote, in person, or by electronic mail prior to the proposal election date. Upon the demand of any member, the votes for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by simple majority of the members of the GLCUG that are present and are entitled to vote.

PROXY VOTING

No proxy votes shall be allowed at any GLCUG meeting.



ARTICLE V: MEETINGS

ANNUAL GENERAL MEETING

All members in good standing in accordance with the terms and provisions are entitled to attend the annual general meeting. This meeting shall be held for the purpose of to discuss the following:

Director Reports
Financial Reports
Auditor's Report
Other Business
Election of the Board of Directors

BOARD MEETINGS

Board meetings shall be held on the last Wednesday prior to the monthly
user meeting. Board members will schedule meetings needed at the
discretion of the Board of Directors.

SPECIAL MEETINGS

Special meetings of the Board may be called by or at the request of one-quarter (1/4) of the members of the Board or by the President. The Secretary will make a call for a special meeting.

NOTICE OF MEETINGS

Notice of time and place of all meetings will be delivered personally, by telephone or by electronic mail.

QUORUM

At all annual, board and special meetings, a majority of the total number of members present shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting, the President may adjourn the meeting.

A voting quorum must include 2 Board members.

ACTION BY TELEPHONE MEETING

Members of the Board or any Committee may participate in a meeting through use of conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting. The GLCUG shall be required to make available at the place of any meeting of the Board the telecommunications equipment necessary to permit members of the Board to participate by telephone.

ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board or a Committee of the Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.



ARTICLE VI: BOARD OF DIRECTORS

The Board of Directors of the GLCUG shall consist of the President, Vice President, Secretary, Vice Secretary, Treasurer, Vice Treasurer, Internet Chair, Public Relations Chair, and 3 Board Members at large. Duties of open seats will be shared by active Board members.

PRESIDENT

The President shall be the principal executive officer of the GLCUG and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the organization. The president shall, when present, preside at all meetings of the members of the GLCUG and of the directors. The President may sign, with the Secretary or any other proper officer of the organization thereunto authorized by the directors, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, and in general shall perform all duties incident to the office of President and other such duties as may be prescribed by the Directors from time to time.

VICE PRESIDENT

In the absence of the President or in the event of the death of the President or the President's 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. The Vice President shall perform such other duties as from time to time may be assigned by the President.

SECRETARY

The Secretary shall keep the minutes of the general meetings and the directors meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required, be custodian of the organization records and keep a register of the post office and e-mail address of each member (which shall be furnished to the secretary by such member), have general charge of the membership directory of the organization, and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President.

VICE SECRETARY

In the absence of the Secretary or in the event of the death of the Secretary or the Secretary's inability or refusal to act, the Vice Secretary shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary. The Vice Secretary shall perform such other duties as from time to time may be assigned by the President.

TREASURER

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for money due and payable to the organization from any source, and deposit all such money in the name of the organization in a bank, trust company, or other depositories as shall be selected in accordance with these bylaws. The Treasurer shall provide financial reports of the GLCUG to the Board of Directors quarterly and issue an annual report to the Directors. The Treasurer shall coordinate and oversee the GLCUG funding, including any audits or other financial reviews and also shall be responsible for all other matters relating to the financial operations of the GLCUG.

VICE TREASURER

In the absence of the Treasurer or in the event of the death of the Treasurer or the Treasurer 's inability or refusal to act, the Vice Treasurer shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. The Vice Treasurer shall perform such other duties as from time to time may be assigned by the President.

INTERNET CHAIR

The Internet Chair shall advise the Board and the President on issues related to the GLCUG website. The Internet Chair shall perform such other duties as from time to time may be assigned by the President.

PUBLIC RELATIONS CHAIR

The Public Relations Chair shall advise the Board and the President on issues related to publicizing the GLCUG in order to increase visibility and thereby increase membership. The Public Relations Chair shall perform such other duties as from time to time may be assigned by the President.

BOARD MEMBERS AT LARGE

In addition to the directors described above, any additional or assistant officers who are elected to the Board shall perform such duties as assigned to them by the President or the Board.

DUTIES OF DIRECTORS

Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of the GLCUG and not as representatives of their employers or any other organizations or constituencies. The GLCUG may also have, at the discretion of the Board, any additional officers that it deems appropriate.

ELECTION OF DIRECTORS

The Directors of the GLCUG shall be elected annually at the Annual General Meeting. Each such Director shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected.

TERM OF OFFICE

The term of office shall be for a period of 1 years in alternating years to ensure continuity of the Board of Directors. Members may be re-elected

indefinitely.

Even year elections

President, Secretary, Vice Treasurer, Internet Chair, and two Board Members at Large

Odd year elections

Vice President, Vice Secretary, Treasurer, Public Relations, and one Board Member at Large

RESIGNATION

Any Director may resign at any time, either by oral tender of resignation at any meeting of the Board (followed by prompt written notice to the Secretary of the Organization) or by giving written notice thereof to the President or the Secretary of the Organization. Such resignation shall take effect at the time specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The successor shall be elected or selected pursuant to the 'VACANCIES' Section of this Article.

REMOVAL OF A BOARD MEMBER

Any Director may be removed following notice and a three-fourths (3/4) majority vote of all members of the Board; provided, however, that the Director who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a member of the Board when calculating the required three-fourths (3/4) vote; and provided further, that each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director. The Board must show reasonable cause for its action.

VACANCIES

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any Director. Any vacancy occurring on the Board of Directors shall be filled at any meeting of the Board occurring after such vacancy by a vote of the Directors.



ARTICLE VII: GENERAL PROVISIONS

CONTRACTS

The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by any two of the following Directors: President, Vice President, or Treasurer. Unless authorized or ratified by the Board, no other Director, agent or employee shall have any power or authority to bind the GLCUG or to render it liable for any debts or obligations.

DEPOSITS

All funds of the GLCUG not otherwise employed will be deposited from time to time to the credit of the GLCUG in such banks, trust companies or other depositories as the Board may select.

CHECKS

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the GLCUG will be signed by such Director(s), agent(s), of the GLCUG and in such a manner as shall from time to time be determined by resolution of the Board.

LOANS

No loans will be made by or to the GLCUG and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans will be made by the GLCUG to its Directors or agents.



ARTICLE VIII: FISCAL MATTERS

ACCOUNTING

The Board shall determine the fiscal year end of the GLCUG.

AUDIT

At the end of the fiscal year, the books of the GLCUG will be closed and audited by Certified Public Accountants. The appointment of the fiscal auditors will be the responsibility of the Board.

ANNUAL REPORT AND ANNUAL STATEMENT

The Treasurer shall submit an annual report and the annual statement of certain transactions to be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of the GLCUG's fiscal year.

FISCAL CONTROLS

(a) Annual Budget.

The President shall prepare and, at least three (3) months prior to the commencement of each fiscal year, submit to the Board, a proposed annual budget of the GLCUG for the next fiscal year. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Web Site.

(b) Fees and Charges.

The Board shall set fees and charges for the services and benefits provided by the GLCUG, with the goal of fully recovering the reasonable costs of the operation of the GLCUG and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the GLCUG. Such fees and charges shall be fair and equitable, and once adopted shall be published on the Web Site in a sufficiently detailed manner so as to be readily accessible.

(c) Annual Report.

The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by the GLCUG to the General Membership (including reimbursements of expenses).



ARTICLE IX: ACCESS TO INFORMATION

All minutes of meetings of the Board, and Committees shall be approved promptly by the originating body and, no later than twenty-one (21) days after the meeting. The minutes shall be made publicly available on the Web Site. However, any minutes relating to personnel or employment matters, legal matters, and other matters that the Board determines, by a three-quarters (3/4) vote of Directors voting, are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant minutes the reason for such nondisclosure.

The Board shall post on the GLCUG Web Site periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable, the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings.



ARTICLE X: AMENDMENTS

Except as otherwise provided in this Charter, the Charter or Bylaws of the GLCUG may be altered, amended, or repealed and new Bylaws adopted only upon action by two-thirds (2/3) majority vote of all members.



ARTICLE XI: RULES OF ORDER

Unless waived by a majority vote at a meeting, the rules of procedure at meetings of the Board and committees shall be rules contained in "Roberts' Rules of Order on Parliamentary Procedure," newly revised, so far as applicable and when not inconsistent with the Charter, Bylaws, or any resolution of the Board.