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BY-LAWS OF PLM WORLD – FLORIDA CHAPTER
An Unincorporated Branch of
PLMWORLD, Inc.
Article I
NAME AND PRINCIPAL OFFICE
Section 1. Name.
The name of
this nonprofit organization is PLM WORLD – FLORIDA CHAPTER.
Section 2. Organization.
This Organization (hereafter the “Organization”) is a branch of PLM WORLD,
Inc. The Organization as an unincorporated branch of PLM WORLD, Inc. is governed
by the Articles of Incorporation of PLM WORLD, Inc. In the event of any conflict
between these By-laws and the governing instruments (e.g.; Articles of
Incorporation, By-laws and Polices and Procedures) of PLM WORLD, Inc., the
governing instruments of PLM WORLD, Inc. shall control.
Section 3. Purpose.
The Organization is intended to supplement the activities of PLM WORLD, Inc.,
but shall operate independently from PLM WORLD, Inc., except as otherwise
provided in these By-laws or the governing instruments of PLM WORLD, Inc. The
Organization shall, but not be limited to, provide information, support,
guidance and assistance in the use of PLM software or related services and/or
provide knowledgeable contacts for same, to all members of the Organization.
Section 4. Registered Office. The
Organization may have offices within the State of Florida at such a place or
places as the Board of Directors may from time to time determine of the business
of the Organization shall require.
Article II
MEMBERSHIP
Section 1. Members and Qualification. The
Membership of the Organization (“Full Members”) shall consist of and be open
to all individuals, whose interests are consistent with the purpose of the
Organization if they or their institution or organization possess a valid
license to use PLM software or if they or their institution or organization are
consultants or contractors for an institution or organization that possesses a
valid license to use PLM software. Membership term and dues shall be established
from time to time by resolution by the Board of Directors and shall be
documented in the Policies and Procedures Manual of the Organization as
described in Article XIII of these By-laws. No employee of EDS PLM Solutions
shall be eligible for membership. In addition to the foregoing, the
Organization’s Members shall have all powers conferred on them by law and
these By-laws.
Section 2. Membership. Membership
shall be comprised of Full Members, Members, and Supporting Members. A Full
Member is an individual that is a licensed PLM software end user and has paid
the appropriate membership dues. A Member is an individual that has a valid
interest in EDS PLM Solutions and does not qualify for full membership as stated
above. A Supporting Member is a party that sells PLM software, computer
hardware, support, or services to support the use of PLM, peripheral hardware
devices or support software and has paid the appropriate membership dues.
Section 3. Privileges and Limitations. Only
Full Members shall be eligible to hold office in this Organization. Each Full
Member shall be entitled to one vote. Votes by proxy will be allowed if the
proxy is received by at least (3) weeks prior to any regular or special business
meeting. Members, Supporting Members or employees of Supporting Member Companies
may attend any special or regular business meeting but will not have voting
privileges. Members, and Supporting Members may also attend any conferences of
the Organization at the same registration fees as Full Members.
Section 4. Suspension, Expulsion and Refusal
of Membership. The Board of Directors shall, in its sole and absolute discretion, have
the power to suspend or expel any member or refuse Membership to any individual
who does not comply with these By-laws, the Corporation’s Articles of
Incorporation, or who engages in unprofessional or illegal conduct. In such an
event, the Board of Directors shall deliver written notice of its action to such
an individual not less than fifteen (15) days before the effective date of the
suspension or expulsion and provide such individual an opportunity to appear
before the Board of Directors within five (5) days before the effective date of
the suspension or expulsion. Such action shall require a two-thirds (2/3) vote
of the Board of Directors, except that if the Member being considered for
suspension or expulsion is a member of the Board of Directors, then he or she
shall be deemed to have voted in accordance with the outcome of the vote of the
majority of the other members of the Board of Directors.
Section 5. Meetings – Frequency.
The Board of Directors shall have the power to call any annual or special
meeting of the Members; the Board of Directors may also decide not to hold an
annual meeting of the Members. If an annual meeting of voting Members has not
been held in the preceding fifteen (15) months, at least fifty (50) Members with
voting rights or ten (10) percent of the Members with voting rights, whichever
is less, may demand an annual meeting of Members by written notice of demand
given to the president or the treasurer of the Organization. Within thirty (30)
days after receipt of the demand, the Board shall cause a meeting of Members to
be called and held at the expense of the Organization on notice no later than
ninety (90) days after receipt of the demand. If the Board fails to cause a
meeting to be called and held as required by this subdivision, the Members with
voting rights making the demand may call the meeting at the expense of the
Organization by giving notice.
Section 6. Meetings – Time and Place.
Any meetings of the Members may be held at the time and place determined by the
Board of Directors. If a place is not stated or if a demand for the meeting is
made under Article II, Section 5, above, the meeting must be held in the county
where the Organization’s office is registered. If the Organization does not
have a registered office, then the site shall be determined by the Board of
Directors.
Section 7. Notice Requirements.
A.
To Whom Given.
Notice of meetings of Members must be given to every voting Member as of the
record date determined by the Board of Directors. If the meeting is an adjourned
meeting and the date, time, and place of the meeting were announced at the time
of adjournment, notice is not required unless a new record date for the
adjourned meeting is or must be fixed under Article II, Section 7(B) below.
B.
When Given; Contents.
In all cases where a specific minimum notice period has not been fixed by law,
the notice must be given at least five (5) days before the date of the meeting
and not more than sixty (60) days before the date of the meeting. The notice
must contain the date, time, and place of the meeting, and other information
required by law. If proxies are permitted at the meeting, the notice must also
inform Members and state the procedure for appointing proxies.
C.
Waiver of Notice; Objections. A Member may waive notice of a meeting of Members. A waiver of notice
by a Member entitled to notice is effective whether given before, at, or after
the meeting, and whether given in writing, orally, or by attendance. Attendance
by a Member at a meeting is a waiver of notice of that meeting, unless the
Member objects at the beginning of the meeting to the transaction of business
because the meeting is not lawfully called or convened, or objects before a vote
on an item of business because the item may not lawfully be considered at the
meeting and does not participate in the consideration of the item at that
meeting.
Section 8. Record Date; Determining Members
Entitled to Notice and Vote.
A.
Determination. The
Board of Directors may fix a date not more than sixty (60) days before the date
of a meeting of Members as the date for the determination of the Members
entitled to notice of and entitled to vote at the meeting. When a date is so
fixed, only voting Members on that date are entitled to notice of and permitted
to vote at that meeting of Members.
B.
Adjourned Meeting. A
determination of Members entitled to notice and to vote at a Membership meeting
is effective for an adjournment of the meeting unless the Board fixes a new date
for determining the right to notice and to vote, which is must do if the meeting
is adjourned to a date more than sixty (60) days after the record date for
determining Members entitled to notice of the original meeting.
Section 9. Members List for Meeting.
A.
Preparation.
After fixing a record date for notice of and voting at a meeting, the
Organization shall prepare an alphabetical list of the names of its Members who
are entitled to notice and to vote. The list must show the address and number of
votes each Member is entitled to vote at the meeting.
B.
Inspection. The
list of Members must be available for inspection by a Member with voting rights
for the purpose of communication with other Members concerning the meeting,
beginning two (2) business days after the meeting notice is given and continuing
through the meeting, at the Organization’s registered office or at a
reasonable place identified in the meeting notice in the city where the meeting
will be held. The list also must be available at the meeting. A Member, a
Members agent, or attorney is entitled on written demand to inspect and to copy
the list, at a reasonable time and at the Member’s expense, during the period
it is available for inspection and at any time during the meeting or an
adjournment.
C.
Improper Use Prohibited.
A Member, Member’s agent, or attorney who gains access to the Organization’s
Membership list under Article II, Section 9, may not use or give to another for
use the Membership list for any purpose other than a proper purpose. Upon
application of the Organization, the district court may issue a protective order
or order other relief necessary to enforce.
Section 10. Right to Vote.
Each Member with voting rights is entitled to one vote on each matter voted on
by the Members. The Members shall be entitled to vote for the Members of the
Board of Directors as provided in Article III, Section 1 of these By-laws. The
manner of voting shall be established from time to time by resolution of the
Board of Directors, and shall be documented in the Policies and Procedures
Manual of the Organization.
Section 11. Acts of the Members.
A.
General. If
a quorum is present, or if a quorum has been present at a meeting, the
affirmative vote of the majority of the Members with voting rights present and
entitled to vote, which must also be a majority of the required quorum, is the
act of the Members.
B.
Methods. Members
may take action at a meeting by voice or ballot, by unanimous action without a
meeting.
C.
Unanimous Action Without a Meeting.
An action required, or permitted to be taken, at a meeting of the Members may be
taken without a meeting by written action signed by all of the Members entitled
to vote on that action. The written action is effective when it has been signed
by all of those Members, unless a different effective time is provided in the
written action.
D.
Action by Written Ballot.
An action that may be taken at a regular or special meeting of Members may be
taken without a meeting if the Organization mails or delivers a written ballot
(which may not be revoked after execution thereof) to every Member entitled to
vote on the matter. A written ballot must: (1) set forth each proposed action;
and (2) provide an opportunity to vote for or against each proposed action.
Approval by written ballot under this Section 11(D) is valid only if the number
of votes cast by ballot equals or exceeds the quorum required to be present at a
meeting authorizing the action, and the number of approvals equals or exceeds
the number of votes that would be required to approve the matter at a meeting at
which the total number of votes cast was the same as the number of votes cast by
ballot. Solicitations for votes by written ballot must: (1) indicate the number
of responses needed to meet the quorum requirements; and (2) state the
percentage of approvals necessary to approve each matter other than election of
directors; and (3) specify the time by which a ballot must be received by the
Organization in order to be counted.
E.
Action by Electronic Communication. A conference among Members by means of communication through which the
participants may simultaneously hear each other during the conference is a
meeting of the Members, if the same notice is given of the conference as would
be required for a meeting and if the number of persons participating in the
conference is a quorum. Participation in a meeting by this means is personal
presence at the meeting. A Member may participate in a meeting of the Membership
by a means of communication through which the Member, other persons
participating, and all persons physically present at the meeting may
simultaneously hear each other during the meeting. Participation in a meeting by
this means is personal presence at the meeting.
Section 12. Quorum.
A.
Number Required. Except
as provided in the sentence immediately below, a quorum for a meeting of Members
is one (1) percent of the Members (5 Member minimum) entitled to vote at the
meeting. For purposes of the election of the Board of Directors, as well as
other matters which the members are entitled to vote upon, the mailing of
ballots to all Members of record who are entitled to vote, in accordance with
Section 11(D) above, shall be deemed to satisfy the quorum requirement of this
Section 12(A) whether or not one (1) percent of the Members return said ballots.
B.
Action.
Except as provided in the sentence immediately below, a quorum is necessary for
the transaction of business at a meeting of Members. If a quorum is not present,
a meeting may be adjourned for time to time for that reason. If a quorum has
been present at a meeting and Members have withdrawn for the meeting so that
less than a quorum remains, the Members still present may continue to transact
business until adjournment.
Article III
BOARD OF DIRECTORS
Section 1. Designation.
The Board of
Directors shall consist of individuals holding the following offices with the
Organization: President (Chairperson), Vice-President(s),
Technical Director, Treasurer, Secretary, Webmaster, Past Chair, and
Business Manager. The Board may, as needed, create the positions of Honorary
Member and EDS PLM Liaison.
Section 2. Number. Any two or more offices may be held by the same person.
Section 3. General Powers.
The property, affairs and business of the Organization shall be controlled and
managed by the Board of Directors. Without limiting the generality of the
foregoing, the Board of Directors shall have the power to: hire any employees
required by the Organization, whether professional, clerical or secretarial;
enter into employment agreements with employees when deemed advisable; determine
levels of employee compensation (including wages, salaries, bonuses and other
fringe benefits); terminate the employment of an employee; determine condition
of employment (including hours of work, work responsibility, vacation time and
sick leave); authorize the purchase or rental of property; and determine all
polices of the Organization with regard to the conduct of the business of the
Organization. The Board of Directors may from time to time delegate particular
responsibilities to specified officers or committees of the Organization, as it
shall deem advisable. They may adopt such rules and regulations for the conduct
of their meetings and the management of the Organization not inconsistent with
these By-laws, or the laws of the State of Florida, as they may deem proper.
Section 4. Election.
The President (Chairperson), the Vice-President(s), the Technical Director, the
Secretary and the Treasurer shall be elected by the Members. Detailed election
procedures shall be set forth in the Policies and Procedures Manual of the
Organization as described in Article XIII of these By-laws.
Section 5. Election Certification.
The Board of Directors shall, by resolution, certify the results of each
election.
Section 6. Term of Office. The
President (Chairperson), the Vice-President(s), the Technical Director, the
Secretary and Treasurer shall continue in office for a term of two (2) years and
until reelected for another term or until his or her successor shall have been
appointed and shall have been qualified, or until his or her death, resignation
or removal. The Board of Directors shall establish the exact date of the
transition of office from an officer to his or her elected successor.
Section 7. Resignations.
Any Director of the Organization may resign at any time by giving written notice
to the President (Chairperson) or to the Secretary of the Organization. Such
resignation shall take effect at the time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be not
be necessary to make it effective.
Section 8. Removal of Directors.
Any Director may be removed, with cause, at any time, by a unanimous vote of the
Board of Directors, excluding the Director in question if applicable, at a duly
held Board of Directors meeting, or by a majority vote of the Members, at a duly
held Member meeting.
Section 9. Vacancies.
Any vacancy in the Board of Directors shall be filled for the unexpired portion
of the term by appointment of an individual by the Board of Directors. Such an
appointment shall remain in effect until such time that the appointment is
affirmed by a vote of Members or a duly organized election per Article III
Section 4.
Section 10. Compensation.
The Board of Directors shall not receive any stated salary for their services,
but by resolution of the Board of Directors, expenses of attendance, if any, may
be allowed for attendance at each regular or special meeting of the Board;
provided that nothing herein contained shall be construed to preclude any
Director for serving the Organization in any other capacity and receiving
compensation or reimbursement of expenses thereafter.
Section 11. Meetings of the Board of
Directors.
- First Meeting. The Board of Directors shall meet for the
purpose of organization, and the transaction of other business, as soon as
practicable after each election of Directors.
- Regular Meetings. The Board of Directors may hold its meetings at
the offices of the Organization or at such places as the Board of Directors from time
to time may determine/
- Frequency. The Board of Directors shall meet at least four (4) times per
year.
- Organization. The President (Chairperson), or designee, shall
preside at every meeting of the Board of Directors. In the absence of the
Secretary, the presiding officer shall appoint a secretary pro tempore.
- Notice. The President (Chairperson), or designee, must notify all Directors
of the time, place, and agenda of any meeting of the Board of Directors, at
least seven (7) days before the meeting.
- Quorum. Two-thirds (2/3) of the total number of voting members of the Board
of Directors shall constitute a quorum of any Board of Directors meeting.
Except where otherwise provided for by statute or these By-laws, a quorum of
the Board of Directors shall be required for the transaction of any
business. Less than a quorum may adjourn the meeting. The act of the
majority of those present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
- Voting. Each individual member of the Board of Directors present at a Board
of Directors meeting shall be entitled to one (1) vote.
- Participation in Meeting by Electronic Communication. A
conference among directors by means of communication through which the
directors may simultaneously hear each other during the conference is a
board meeting, if the same notice is given of the conference as would be
required for a meeting, and if the number of directors participating in the
conference is a quorum. Participation in a meeting by this means is personal
presence at the meeting.
- Minutes. Minutes of each Board of Directors meeting shall be kept by the
Secretary of the Organization or in the absence of the Secretary, the
presiding officer shall appoint a secretary pro tempore, and upon approval
of the Board of Directors, entered into the records of the Organization.
Section
12. Board of Directors Action Without Meeting.
An
action required or permitted to be taken at a board meeting may be taken by
written action signed by all of the directors. The Secretary shall file such
consent or consents with the minutes of the Board of Directors.
Section
13. Directors Roles and Responsibilities.
- Chairperson. The Chairperson shall be the chief
administrative and executive officer of the Organization and shall have
general and active supervision and direction over the day-to-day business
and affairs of the Organization and over its several officers, subject,
however, to the direction and control of the Board of Directors. The
Chairperson shall provide guidance on the long-term direction of the
Organization and provide supervision of the broad functioning of the
Organization on the aggregate and how well the Organization is serving its
intended purposes. The Chairperson shall be responsible for supervision and
reviewing the performance for any full or part time employees of the
Organization. The Chairperson shall perform all such other duties as from
time to time may be assigned to him or her by the Board of Directors. In
addition to the foregoing, the Chairperson shall exercise the functions of
the President.
- Vice-President(s). The Vice-President(s) shall be responsible for
supporting members and content in
the UG and/or the Ideas forum. The
Vice-President(s) shall be responsible for the organization and general
content of all meetings related to his/her specialty. A Vice-President may
be called upon to act on behalf of the Chairperson(president) in his/her
absence and in general, shall perform
such other duties as from time to time may be assigned to him or her by the
Board of Directors.
- Technical Director. The Technical Director shall be responsible for
the Technical Management of the Organization and represent the SIG/Technical
Track Chairpersons of the Board of Directors. The Technical Director shall
organize, coordinate, and provide technical guidance to SIG/Technical Track
Chairpersons and review SIG/Technical Track Chairperson qualifications and
performance. SIG/Technical Track Chairperson qualifications and performance
guidelines shall be set forth in the Policies and Procedures Manual of the
Organization and described in Article XIII of these By-Laws. The Technical
Director may supervise and coordinate the Member portion of Member
conferences by preparing and publishing a Call for Papers, assisting
SIG/Technical Track Chairpersons in selecting presentations, and reviewing
the presentation material submitted for the conference proceedings prior to
presentation at any conference.
- Honorary Member. The Board of Directors may, from time to time,
by resolution, appoint an Honorary Member for purposes specified by the
Board of Directors. The Honorary Member shall be a voting member of the
Board of Directors. The duties and term of the Honorary Member shall be
established by the Board of Directors in the resolution creating the
Honorary Member. The term of office shall not be greater than one (1) year.
- Secretary. The Secretary shall keep or cause to be kept in books provided for
that purpose the minutes of the meetings of the members and the Board of
Directors. The Secretary shall see that meeting notices are duly given in
accordance with the provisions of these By-Laws and as required by law. The
Secretary shall supervise maintenance of the By-Laws and the Policies and
Procedures Manual for the Organization.
- Treasurer. The Treasurer shall be the chief financial
officer of the Organization; shall have charge and custody of, and be
responsible for all Organization Finances, including, but not limited to,
bank accounts, accounts payable, accounts receivable, budgets, external
audits; tax filings, and in general, shall perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the Board of Directors.
- Business Manager. The Business Manager shall manage the
day-to-day activities of the Organization and shall perform tasks and duties
assigned to him or her by the Board of Directors. The specific duties of the
Business Director shall be defined in the Polices and Procedures Manual for
the Organization.
- EDS PLM Liaison. EDS PLM Solutions, Inc. is permitted to
appoint a liaison to the Board of Directors, as they see fit. As a Director,
the EDS PLM Liaison has one (1) vote at Board of Directors meetings. The EDS
PLM Liaison shall work with the Board of Directors to maintain and improve
the quality and content of the information presented at Member conferences.
The EDS PLM Liaison shall function in such roles as determined by EDS PLM
Solutions and the Board of Directors, which may or may not be reduced to
writing.
- Past
Chair. During
the term subsequent to holding the office of Chairperson, the individual who
served as Chairperson shall chair the Nomination Committee and supervise the
election of Executive Committee members and Special Interest Group
Chairpersons. The Past Chair shall be a voting member of the Board of
Directors. The Past chair shall continue in office for a term of two (2)
years and until his or her successor shall have been appointed and shall
have been qualified, or until his or her death, resignation or removal. The
Board of Directors shall establish the exact date of the transition of
office from an officer to his or her elected successor.
J.
Webmaster. The Board of Directors may appoint a Webmaster.
The Webmaster shall manage the Organization’s website which includes but is
not limited to managing technical content, discussion groups, online documents
and membership. The Webmaster shall perform any other duties that may be
assigned to him or her by the Board of Directors. The Webmaster shall be a
voting member of the Board of Directors. He/she shall continue in office for a
term of two (2) years and until reappointed for another term or until his or her
successor shall have been appointed and shall have been qualified, or until his
or her death, resignation or removal
K.
Delegates. There shall be one
delegate from the Organization to the PLM World Inc.'s special regional group
committee. This delegate shall sit on a special committee of the PLM
World Inc. that shall resolve any and all disputes that may arise between the
National and Regional Users Groups. This
special committee shall consist of the delegates from all the Regional Users
groups as well as three members of the National Users Group Board of Directors.
The Board of Directors may choose any member of the Board of Directors to
be the delegate.
Section 1. Designation; Vacancies.
The Board of Directors, by a resolution, may designate persons, including
Directors and non-Directors, to constitute a committee for a specified purpose.
The Board of Directors shall have the power at any time to change the members of
any committee, to fill vacancies, and to discharge any committee.
Section 2. Powers.
Each committee appointed by the Board of Directors shall be subject to and
report to the Board of Directors. No committee shall have authority to act on
its own behalf or on the Organization’s behalf without the prior express
written permission of the Board of Directors. No committee shall have authority
to bind the Organization in any manner without the prior express written
permission of the Board of Directors.
Section 3. Procedure; Meetings; Quorum.
Each committee shall make its own rules of procedure and shall meet at such
times and at such a place or places as may be provided by such rules or by
resolution of the committee. A majority of the whole number of the members of
each committee shall constitute a quorum at any meeting thereof, and the act of
a majority of those present at a meeting at which a quorum is present shall be
the act of the committee.
Section 4. Compensation. The Board of Directors may, by unanimous resolution, may elect
to provide a reasonable stipend to committee members for services rendered to
the Organization.
Article V
TECHNICAL COMMITTEE
The Technical Committee shall be formed as needed
under the direction of the Board of Directors
Article VI
CONTRACTS, CHECKS, NOTES, ETC.
Section 1. Execution of Contracts.
All contracts, agreements, checks, drafts, notes, bonds, bills of exchange and
orders for the payment of money, or other evidences of indebtedness (hereinafter
collectively referred to as the “Money Contracts”) shall, unless otherwise
directed by the Board of Directors as stated in the Policies and Procedures
Manual as described in Article XIII of these By-Laws, or unless otherwise
required by law, be signed by any two members of the Board of Directors.
Section 2. Loans.
No loans shall be contracted on behalf of the Organization and no negotiable
paper shall be signed in its name unless authorized by written resolution of the
Board of Directors. When authorized by the Board of Directors, any Director may
effect loans and advances at any time for the Organization from any bank, trust
company or other institution, or from any firm, corporation, or individual, and
for such loans and advances may make, execute and deliver promissory notes,
bonds or other certificates or evidences of indebtedness of the Organization
and, when authorized so to do, may pledge, hypothecate or transfer any
securities or other property of the Organization as security for any such loans
or advances. Such authority may be general or confined to specific instances.
Section 3. Seal.
The Organization shall not have an organizational seal unless and until such
time as the Board of Directors determines, by vote or resolution, that there is
a need for one.
Section 4. Fiscal Year.
The fiscal year of the Organization shall begin of January 1 and end on December
31 of each year until changed by the Board of Directors.
Section 5. Audits.
An independent audit of the Organization finances shall be performed at least
once every two (2) years.
Article VII
WAIVER OF NOTICE
Whenever any notice is
required to be given to any Member or Director by these By-Laws, or by statute,
a waiver of the notice in writing, signed by the person or persons entitled to
the notice, whether before or after the time stated therein, shall be deemed
equivalent to giving the notice.
Article VIII
AMENDMENTS
These By-Laws may be altered, amended, repealed, or
supplemented, subject to repeal or change by a two-thirds (2/3) majority vote of
the Members, by two-thirds (2/3) majority vote of the Board of Directors, at any
meeting or special meeting of the Board of Directors called for that purpose,
provided that notice of the proposed change is given in the notice of the
meeting. The Board of Directors shall provide at least forty-five (45) days
prior notice to the Members before any such action by the Board of Directors
goes into effect.
Article IX
INDEMNIFICATION
Section 1. Limitation of Liability.
A Director shall not be liable for the performance of his or her duties as a
Director of the Organization provided that such Director has discharged the
duties of the position of Director in good faith, in a manner that the Director
reasonably believes to be in the best interest of the Organization and with the
care an ordinarily prudent person in a like position would exercise under
similar circumstances.
Section 2. Reliance.
Provided that a Director does not have actual knowledge concerning the matter in
question, a Director is entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data, prepared or
presented by: (a) one or more officers or employees of the Organization whom the
Director reasonably believes to be reliable and competent in the matters
presented; (b) counsel, public accountants or other persons as to matters that
the Director reasonably believes to be within the person’s professional or
expert competence; or (c) a committee or the Board of Directors upon which the
Director does not serve, duly established by the Board of Directors, as to
matters within the committee’s designated authority, if the Director
reasonably believes the committee to merit confidence.
Section 3. Indemnification.
The Organization shall indemnify a person made or threatened to be made a party
to a proceeding because that person is or was a Director, officer or employee of
the Organization against judgments, penalties, fines including, but not limited
to, excise taxes assessed against the person with respect to an employee benefit
plan, settlements and reasonable expenses including, but not limited to,
attorneys’ fees and disbursements, incurred by the person in connection with
the proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person: (a) has not been indemnified by
another organization for the same liability with respect to the same acts or
omissions; (b) acted in good faith; (c) did not receive any improper personal
benefit and did not have any improper conflict of interest; (d) in the case of a
criminal proceeding, did not have reasonable cause to believe the conduct was
unlawful; and (e) reasonably believed that such person’s conduct was in the
best interest of the organization or that the conduct was not opposed to the
best interest of the organization.
Section 4. Advances.
If a person is made or threatened to be made a party to a proceeding because
that person is or was a Director, officer or employee of the Organization, then
the person is entitled, upon written request to the Organization, to payment or
reimbursement by the Organization of reasonable expenses including, but not
limited to, attorneys’ fees and disbursements incurred by the person in
advance of the final disposition of the proceeding: (a) upon receipt by the
Organization of a written affirmation by the person of a good faith belief that
the criteria for indemnification set forth herein have been satisfied and a
written undertaking by the person to repay the amounts paid or reimbursed by the
organization, if it is determined that the criteria for indemnification set
forth herein have not been satisfied; and (b) after a determination that the
facts then known to those making the determination would not preclude
indemnification as set forth herein.
Section 5. Insurance.
The Organization may, but shall not be required to, buy and maintain insurance
on behalf of its Directors, officers and employees, in such persons’ official
capacities, against liability asserted against and incurred by such persons in
or arising from such capacity as Directors, officers and employees, whether or
not the Organization would have been required to indemnify such persons against
the liability under Florida law.
Section 6. Disclosure.
The Organization shall disclose to Members in writing the amount of the
indemnification or advances provided to a person pursuant to this Article and to
whom and on whose behalf it was paid not later than the next meeting of the
Members.
Section 7. No Limitation.
This Article is not intended to prohibit or limit the indemnification provisions
provided by Florida law.
Article X
TAX EXEMPT STATUS
These By-Laws of the Organization shall at all times
be so construed and limited as to enable the Organization to qualify and to
continue qualifying as a voluntary charitable organization duly organized and
existing under the provisions of the Statutes of the State of Florida.
Notwithstanding any other provision of these By-Laws, the Organization shall not
conduct or carry on any activities not permitted to be conducted or carried on
by an organization exempt under Section 501(c)(6) of the Internal Revenue Code
of 1986, or corresponding provisions of any subsequent federal tax laws.
Article XI
DISTRIBUTION UPON TERMINATION OR DISSOLUTION
Upon dissolution of the Organization or the winding
up of its affairs, the assets or the Organization shall be distributed
exclusively to one of the following: (1) an educational institution that is
exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code
of 1986, or corresponding provisions of any subsequent federal tax laws,
selected by the Board of Directors for the furtherance of engineering education;
or (2) an organization which is exempt from Federal income tax under Section
501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of
any subsequent federal tax laws, for
the furtherance of engineering education.
Article XII
ORGANIZATION RESPONSIBILITY
The Organization shall not be responsible for any
information distributed, published or presented to or by the Members. All
programs, techniques, and other information disclosed by a Member, either
written or oral form, shall be considered non-proprietary and non-confidential.
Subsequent disclosure to others shall not impose any liability whatsoever on
either the Organization, its Directors, officers, agents, successors, assigns or
its Members.
Article XIII
POLICIES AND PROCEDURES MANUAL
The Board of Directors shall
adopt a Policies and Procedures Manual to establish policies and procedures for
the operation of the Organization in greater detail than is set forth herein.
The Board of Directors shall have the power to revise or amend the Policies and
Procedures Manual in its sole and absolute discretion, from time to time, as it
deems necessary. Said Policies and Procedures Manual is fully incorporated
herein by reference. In the case of any conflict between the terms set forth
herein and the terms set forth in the Policies and Procedures Manual, whichever
is applicable, shall govern and the terms in the Policies and Procedures Manual
shall be modified to the least extent necessary to correct such conflict.
Article XIV
PROCEDURE
The rules contained in the most recent edition of
Robert’s Rules of Order shall provide the rules of procedure for the
Organization where they are not inconsistent with the provisions of these
By-Laws.
As Adopted: (Month Day, Year)
____________________________
Secretary
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