MIAMI, FLORIDA
(As Amended)

 

APPROVED BY THE BOARD OF DIRECTORS 11/11/87
RATIFIED BY THE FULL MEMBERSHIP 12/9/87

ARTICLE I - NAME  The name of the corporation is Gold Coast Mac, Incorporated, a not-for profit organization incorporated under the laws of the State of Florida, (hereinafter referred to as "GCM" or the "Corporation").  

ARTICLE II - PURPOSES  GCM is organized for such charitable and educational purposes as may qualify it for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law). More specifically, such purposes include, but are not limited to, mutual learning and education of members of the public who share an interest in computers. 

ARTICLE III - PROHIBITED ACTIVITIES  No part of the net earning of the Corporation, nor any of it's tangible assets, shall be given, paid or distributed to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II of these bylaws. No substantial part of the activities of the Corporation shall involve attempting to influence legislation, Campaign for any political candidate, or spreading propaganda. The Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law) or (b) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law).   No member, director, or officer of the Corporation shall be financially interested, directly or indirectly, in any agreement relating to the operations conducted by the Corporation, nor in any transaction for furnishing services, facilities, or supplies to the Corporation for compensation, unless the fact of such interest be known to the Board of Directors and unless such agreement or transaction shall be authorized by the Directors who have no interest, direct or indirect, in such agreement or transaction. 

ARTICLE IV - OFFICES  The address of the principal office of the Corporation is shall be that of the current president of the Corporation. Other offices may be designated by the Board of Directors. 

ARTICLE V - MEMBERSHIP  SECTION 1. CLASSES OF MEMBERSHIP. There shall be three classes of membership: Individual, student, and patron. Benefits of Patron membership shall be determined by act of the Board of Directors. Each member of the organization will be entitled to one vote. Patrons may designate their voting member. As determined by the Board of Directors, patrons may be entitled to multiple copies of the Bulletin.   SECTION 2. ELIGIBILITY. Membership in GCM is open to any person interested in computers of any manufacturer, size or kind. All members shall be required to pay an annual membership fee under the conditions prescribed by the Board of Directors.   SECTION 3. MEMBERSHIP FEES. The annual fees for each class of membership shall be determined by the Board of Directors.   SECTION 4. LIMITATION OF AUTHORITY. Except as otherwise specified in these Bylaws, no member shall act in the name of GCM or take any action that would bind GCM. No member may use the Corporate name, logos, symbols, or other such intellectual property as the Directors may designate in the furtherance or any purpose without the express written consent of the Directors.   SECTION 5. RESIGNATION. Any member may formally resign from membership in the Corporation by submitting a written resignation to the Secretary of the Corporation, thus forfeiting voting rights and membership privileges, but members shall not be entitled to a refund of any portion of the annual dues paid prior to such resignation. SECTION 6. EXPULSION. A member may be expelled from membership in GCM for   (a) failure to pay the annual dues for more than thirty (30) days after the due date thereof, or   (b) engaging in activities prohibited by these Bylaws or any rule or practice adopted by the Board of Directors of which notice has been given to members. Damaging GCM property or disrupting GCM services shall be ground for expulsion. Before any member may be expelled for engaging in prohibited activities, written charges specifying the alleged cause shall be filed with the Secretary and a copy thereof shall be served on the member charged. The member charged shall be given notice of the meeting of the Board of Directors at which the member's expulsion is to be considered and the member charged shall be allowed a hearing before the Board. If the Board determines that the prohibited activities are correctable, the member charged may, at the discretion of the Board, be given an opportunity to correct such conduct. The member charged may be expelled by the affirmative vote of two-thirds of those Directors present and voting at the Board of Directors meeting of which the member charged received notice, a quorum of Directors being present, by a roll call vote.   (b)(1)The member charged shall receive prompt written notice of the BoardÕs action. Expelled members may appeal such expulsion to the membership at large. The expelled member may address the general membership on his expulsion. Expulsion may be reversed by an affirmative vote of two thirds of the members attending a regularly scheduled monthly meeting of GCM.

ARTICLE VI - MEMBERSHIP MEETINGS  SECTION 1. REGULAR MEETINGS. Regular Membership Meetings shall be held on the last Wednesday of each month, unless otherwise determined by the Board of Directors. Notice of these meetings, stating the date and hour of the meeting and the place where it is to be held, shall be by publication in the GCM Bulletin.   SECTION 2. SPECIAL MEETINGS. Special Membership Meetings may be called by: the President, the Board of Directors, or a signed petition of Twenty percent of the official members at the date of filing. Notice of a Special Membership Meeting, stating the date and hour of the meeting and the place where it is to be held, shall be given by publication in the GCM Bulletinor by a mailing to all members and shall state the purpose of the meeting. No business other than that stated in the notice shall be transacted.   SECTION 3. QUORUM. A quorum must be present for official business to be transacted at general membership meetings. A quorum constitutes a simple majority of the official members present.   SECTION 4. PROXIES. No member may vote by proxy at a Regular or Special Membership Meeting. 

ARTICLE VII - BOARD OF DIRECTORS  SECTION 1. POWERS. The business and affairs of GCM shall be managed by its Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which not by law, the Article of Incorporation, or these Bylaws directed or required to be exercised or performed by or are conferred upon or reserved to the members.   SECTION 2. COMPOSITION. The Board of Directors shall consist of 12 of the corporation's members: the President, two Vice Presidents, the Secretary, the Treasurer, the Past-President, and six Directors-at-Large. The Past-President shall be the individual who last served as the President; provided, however, that if an individual is entitled to serve on the Board of Directors as an Officer or Director-at-Large, he shall not also serve as Past-President. In that case, the Past-President shall be the predecessor to the individual who last served as the President. If an individual is entitled to serve on the Board of Directors by virtue of election or appointment to more than one position, then such individual shall be entitled to only one vote and the second Director position shall remain vacant.   SECTION 3. TERM. Directors shall serve for a one year term beginning on July 1.   SECTION 4. REMOVAL. A Director may be removed at any time, for cause, either at a Regular Membership Meeting or at a special membership meeting called for such purpose, subject to the provisions of due process set forth in section 6, article V.   SECTION 5. VACANCIES. Upon the resignation or removal of a Director-at-Large, the Board of Directors may, by majority vote, appoint a member to serve for the remainder of the Director's term. The board, by majority vote, may require any such appointment to be confirmed by a majority of the members attending a regular meeting or a special meeting called for such purpose.     SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held monthly, unless otherwise determined by the Board of Directors. Regular meetings shall be held, at such time and place as may be determined by the Board of Directors, all directors to be notified by telephone, or by mail, and by notice in the GCM Bulletin. Minutes will be kept of all meetings, which will be conducted according to Roberts Rules of Order.   SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President, the Vice-President or two or more Directors on seven (7) days notice to each Director, if such notice is delivered personally, by telegram or by telephone; or on fourteen (14) days notice if sent by mail or published in the GCM Bulletin. No business other than that stated in such notice shall be conducted.   SECTION 8. CONDUCT OF MEETINGS. The President, or in his absence the Designated Vice-President, shall preside at meetings of the Board of Directors. The Secretary of the Corporation, or such other person as the presiding officer may appoint, shall act as Secretary of the meetings. A majority of the Directors currently in office (not counting vacancies) shall constitute a quorum. Meetings of the Board of Directors shall be open to all the CorporationÕs members.   SECTION 9. ACTION BY CONSENT OR BY TELEPHONE. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all members of the Board of Directors and such written consent is filed with the minutes of the proceedings of the Board. The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at such meeting. 

ARTICLE VIII - OFFICERS  SECTION 1. DESIGNATION. The officers of the Corporation shall be the President, Vice-President for Programs, Vice-President for Administration, Secretary, Treasurer, and the Past President. All but the Past President shall be elected annually by the members pursuant to Article IX hereof.   SECTION 2. PRESIDENT. The President shall be the chief executive officer of the Corporation, and shall have general charge of the business, affairs and property of the Corporation with general supervision over its other officers and agents. The President shall preside at all Membership and Board of Directors meetings and shall see that all resolutions of the Board of Directors are carried into effect. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall submit an annual report describing the past yearÕs activities of the Corporation to the membership, in person and through the GCM Bulletin. Such report must be given at the Regular Monthly Meeting scheduled for June, but in the event that meeting is canceled or otherwise cannot be held, the report must be given at the next regularly scheduled meeting.   SECTION 3. VICE-PRESIDENTS. The Vice-President for Programs shall serve as an administrative assistant to the President and shall oversee and coordinate the efforts of all committees and regularly scheduled programs, including the community bulletin-board. The Vice-President for Administration shall serve as an administrative assistant to the President and shall oversee and coordinate the efforts of the Special Interest Groups and publications. From time to time, the President shall designate one of the Vice Presidents who shall, in the absence of the President, or in the event of the PresidentÕs disability, perform the duties and exercise the powers of the President. The Directors will designate one Vice President to fill each position at the first Board of Directors meeting following their election. Both Vice-Presidents shall perform other duties designated by the President or the Board of Directors.   SECTION 4. SECRETARY. The Secretary shall give, or cause to be given, notice of Special Membership Meetings and of Special Board of Directors meetings. The Secretary shall keep the minutes of the meetings of the members and the Board of Directors. The Secretary shall send copies of the minutes of all meetings to the Board of Directors and shall also see that the books, reports, statements, and all other documents required by law are properly kept and filed. The Secretary shall perform such other duties as may be designated by the President or the Board of Directors. The Secretary may appoint one or more assistants.   SECTION 5. TREASURER. The Treasurer shall have custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall have the authority to disburse checks as provided in Article XII hereof. The Treasurer shall maintain a system of internal fiscal control and shall report regularly to the Board of Directors on the expenses and financial condition of the Corporation. The Treasurer shall perform such other duties as may be designated by the President or the Board of Directors. The Treasurer may appoint one or more assistants, who may not be given the power of disbursement of GCM funds.   SECTION 6. VACANCIES. If the office of President, Vice-President for Programs, Vice-President for Special Interest Groups, Secretary or Treasurer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. Any officer elected or appointed to fill a vacancy shall hold office until the election and qualification or appointment of his successor.   SECTION 7. APPOINTED POSITIONS. The Board of Directors will appoint members of the organization to fill the following positions:   EDITOR OF THE Bulletin. The Directors shall appoint an Editor of the GCM Bulletin, who, subject to the general policy direction of the Board of Directors, shall be responsible for its editorial and advertising content and publication on a regular basis. The editor may appoint one or more assistants.   HEAD LIBRARIAN. The Directors shall appoint a Head Librarian, who shall organize the CorporationÕs collection of programs, computer media, books and periodical collections, subject to the general policy direction of the Board of Directors. The Head Librarian may appoint one or more assistants.   DIRECTOR OF GROUP PURCHASES. The Directors shall appoint a Director of Group Purchases who shall maintain a close and continuing interest in computer products and accessories. The Director of Group Purchases, subject to the general policy direction of the Board of Directors, shall negotiate arrangements for the purchase of such equipment by members. The Director of Group Purchases may appoint one or more assistants.   TELECOMMUNICATIONS SYSTEM OPERATOR. The Board of Directors shall appoint a Telecommunications System Operator who shall be responsible for the operation of the CorporationÕs Community Bulletin Board System. In the event such system is provided to the Corporation by an independent provider, the Telecommunications System Operator will act as the corporationÕs Liaison to the independent provider.   DIRECTOR OF EDUCATION. The Directors shall appoint a Director of Education, who shall be responsible for directing the educational efforts of Gold Coast Mac. The Director of Education shall hold classes, seminars, and aid in the publication of educational material. In addition, the Director of Education will coordinate efforts to make GCM representatives available as speakers to civic or educational groups upon request.   Any member, including members of the Board of Directors, may hold one or more of the above positions. Unless the appointee is otherwise empowered to vote, appointment to any of the above positions will not confer upon the appointee a vote in Board of Directors meetings. 

ARTICLE IX - ELECTIONS  SECTION 1. NOMINATIONS. Nominations for President, Vice-President, Secretary, Treasurer, and Director-at-Large shall be submitted during the month of April. The nominations may be made at the April Regular Membership Meeting or sent by mail to the Secretary through the CorporationÕs office. SECTION 2. ELIGIBILITY. Only members in good standing may be candidates for elective office. An individual may not be a candidate for more than one office, except that write-in ballots may be allowed for other positions, as provided for in Section 3. Any dispute regarding the eligibility of a candidate shall be resolved by the Board of Directors.   SECTION 3. BALLOTING. An election shall be completed during the month of June. Only members in good standing as of June 1 may vote in the election. A ballot shall be mailed or hand-delivered to each member in good standing. Each Member may cast one vote for each office, except that up to six votes (noncumulative) may be cast for Director-at-Large. Prior to each annual election, the Board of Directors shall establish a deadline for the receipt of ballots.   SECTION 3(A). CAMPAIGNING. No candidate for election to a GCM office may use Corporation Logos, Symbols, Letterhead, or other such items which would indicate official Corporate business, in the furtherance of his or her campaign. Candidates, or those supporting or campaigning for candidates, may not use Corporation funds, equipment, or resources in the furtherance of any campaign. All candidates may apply to the Board of Directors for use of the corporationÕs membership mailing list, no later than 30 days prior to the start of the election period. The board will determine at itÕs next regularly scheduled meeting when, in what form, and under what conditions the list will be made available.   SECTION 4. RESULTS. An candidate for President, Secretary, or Treasurer will be deemed elected if he or she receives a simple majority of all legal ballots cast for that position. The two eligible candidates for Vice President with the greatest number of votes will be elected. The six eligible candidates for Director-at-Large with the greatest number of votes shall be elected. Election tellers, appointed by the Directors and not candidates for any office, shall certify the results of the election to the membership at the Regular June Membership meeting, or at a duly called special meeting prior to July 1.   SECTION 5. CHALLENGE. The decision of the tellers, as supported by the ballots, is deemed final. 

ARTICLE X - SPECIAL INTEREST GROUPS AND PROGRAMS  SECTION 1. FORMATION. The Board of Directors may establish special interest groups (SIGS) to provide a forum for exploring topics of special concern to a portion of the membership. Among the factors to be considered by the Board of Directors in recognizing a new special interest group are: whether the group conducts regularly scheduled meetings which it announces in the GCM Bulletin and whether it has at least five members.   SECTION 2. LIMITATION OF AUTHORITY. No special interest group shall act in the name of or take any action which would bind the Corporation.   SECTION 3. DUES. No special interest group shall collect dues or contributions without the permission of the Board of Directors.   SECTION 4. NEWSLETTER. The directors will cause a newsletter to be published monthly and distributed by mail to every member in good standing. The charge for such newsletter, Designated the Gold Coast Mac Bulletin, shall be included in the annual membership fee. The Directors shall cause advertising to be solicited to underwrite the cost of producing and distributing the newsletter, but in the event such advertising does not cover the cost, funds from the CorporationÕs operating account may be used to subsidize the newsletter. The Newsletter will be considered the official Publication of Record for the Corporation and for all corporate notifications and business. 

ARTICLE XI - COMMITTEES  SECTION 1. AUDIT COMMITTEE. The Audit Committee shall be appointed by the Board of Directors to select the CorporationÕs accounting firm and to review the financial records and reports of the Corporation. The President, Treasurer, Head Librarian, Director of Group Purchases, or other officer receiving or disbursing funds of the Corporation may not serve as a member of the Audit Committee. Records will be made available for examination by any member.   SECTION 2. OTHER COMMITTEES. The Board of Directors may appoint other standing or special committees. 

ARTICLE XII - FISCAL CONTROL  SECTION 1. DISBURSEMENTS. The Directors will cause a Corporate Bank account or accounts to be established, in which all revenues of the corporation must be deposited. Such accounts will be maintained by the Treasurer, who will be responsible for receipt of the regular account statements. Disbursements shall be made only by check. Any disbursement over $5.00 shall be supported by voucher or receipt. All checks, drafts notes and evidence of indebtedness of the Corporation shall be signed by the Treasurer and either the President or the Vice-President for Administration.   SECTION 2. ANNUAL BUDGET. Prior to the commencement of each fiscal year, The Board of Directors shall prepare an estimated budget for the following fiscal year for the approval of a majority of those present and voting at a Membership Meeting.   SECTION 3. FISCAL YEAR. The fiscal year of GCM shall be from July 1 to June 30.   SECTION 4. CAPITAL EXPENDITURES. Capital expenditures in excess of $1,000.00 must be approved by a majority of those present and voting at a Membership Meeting. Approval of a line item in the annual budget shall constitute membership approval of a capital expenditure. 

ARTICLE XIII - NOTICE  SECTION 1. FORM OF NOTICE. Whenever under the provision of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any Director or member, such notice may be given by publication in the GCM Bulletin or in writing, by mail addressed to such Director, officer or member, at his post office address as it appears on the records of the Corporation. Such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice may also be given personally, or by telephone or telegram.   SECTION 2. WAIVER. Whenever notice is required under the provision of law, the Articles of Incorporation, or these Bylaws, a written waiver of the notice, signed by the person entitled to the notice, whether before or after the fact, shall be deemed to be the equivalent of such notice. Any member or Director who attends a meeting, without protesting the commencement of the meeting or the lack of notice shall be conclusively deemed to have waived notice of such meeting. 

ARTICLE XIV - INDEMNIFICATION  The Corporation shall, to the extent legally permissible, indemnify and hold harmless any person serving or who has served as a director, officer, or duly authorized agent of the Corporation against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any claim, action, suit or other proceeding whether civil or criminal, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or having been such a director, officer or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation. Expenses, including counsel fees, reasonably incurred by any such director, officer, or agent in connection with the defense or disposition of any such claim, action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the Corporation the amounts so paid if it ultimately determined that indemnification of such expenses is not authorized herein. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such director, officer, or agent may be entitled. As used in this Article, the terms "director", "officer", and "agent" include their respective heirs, executors and administrators. The Corporation may, at the election of the Board of Directors, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in or arising out of his position, whether or not the Corporation would be obligated or empowered to indemnify him against such liability under this Article XIV. 

ARTICLE XV-PROHIBITION AGAINST SOFTWARE PIRACY  It will be the policy of Gold Coast Mac, Inc., not to allow the illegal copying, duplicating, or transference of copyrighted software at any Corporate meeting or Function. In addition, it is the official policy of the Corporation to condemn and discourage any software piracy which is brought to the Directors attention. 

ARTICLE XVI - AMENDMENT  The Board of Directors or the membership may amend these Bylaws at any Regular Meeting by an affirmative two-thirds majority of those present and voting. Notice of all Bylaw amendments shall be published in the GCM Bulletin.