BYLAWS

OF

THE AUSTIN LINUX GROUP, INC.

Article I - NAME

This organization shall be known as Austin Linux Group, Inc., a nonprofit educational corporation.

Article II - OBJECTIVES

The objective of this Group is to further the aims and purposes as set forth in Article 3 of the Articles of Incorporation of the Austin Linux Group, Inc. To those ends, the Austin Linux Group will encourage and present programs to the general membership and the public-at-large to advance the understanding of the installation, usage, and maintenance of the GNU/Linux operating system, including hardware and software which can be used with it. The group shall accomplish these goals by providing forums for the presentation, demonstration, and discussion of technical material and concepts, and further by engaging or assisting in similar education for individuals, civic organizations, schools, and businesses.

ARTICLE III - MEMBERSHIP

3.01 All applications for membership shall be accompanied by remittance of annual dues and the appropriate fee. The classes of membership shall be Active, Non-Active, and Honorary.

3.02 A Non-Active member shall be an individual who is interested in the objectives of the organization as set forth in Article II, agrees to uphold the spirit of open source, but does not pay annual dues. Non-Active members do not receive the complete services provided to Active members (i.e., no voting privileges).

3.03 Active members must meet all the requirements of Non-Active members plus pays and is current on payment of annual dues. Failure to maintain the obligations for Active membership will revert the member to Non-Active member status and lose all rights and privileges for Active membership for the period in question.

3.04 Honorary members are those selected to receive memberships as a gesture of goodwill; (i.e., for promotional purposes). The Board of Directors may issue Honorary memberships. These memberships shall be for a period of two years and may be renewed. These memberships will be given at no charge and will receive all benefits of active membership with the exception of voting privileges. Active members may submit names to the Board of Directors for consideration of Honorary membership.

3.05 An Active member whose membership has lapsed because of failure to meet his/her obligations may be restored to Active membership status by fulfilling the obligation; (i.e., paying in full the annual dues for the period in which he/she requests reinstatement).

3.06 A Non-Active member who wishes to apply for the status of Active member must fulfill the obligations of Active membership for the period in which he/she requests Active membership status.

3.07 Privileges of Active membership over those of Non-Active members are:

3.08 Annual dues will be Ten (10) Dollars beginning with the ratification of these Bylaws. This section may be amended by majority vote of the Board.

ARTICLE IV - BOARD OF DIRECTORS

4.01 The Austin Linux Group Board of Directors will consist of not less than three nor more than fifteen members. These shall be the President, Secretary, Treasurer, Webmaster, Mailmaster, System Admin, and Meeting Coordinator. The President shall act as the Chairperson of the Board. This Board shall be the governing body of the Austin Linux Group, hereinafter called the Board, in which the government and management of the organization is vested, except as otherwise provided for in the Articles of Incorporation.

4.02 A quorum of the Board shall consist of a majority of the Board. All Board decisions must be by open ballot and will receive a majority of the Board for approval. All meetings shall be conducted in accordance with Robert's Rules of Order and must be open to the full active membership and announced on the organization's official website (http://www.austinlug.org) in advance whenever practical. The President shall attempt to have meetings at which all members of the Board are physically present. Failing that, teleconferencing or votes-by-mail may be used. The President is instructed to assure that all sides of an issue have been heard before the Board decides on a particular issue.

4.03 All Directors shall take office one month following their election. The outgoing Directors shall promptly turn over all documents, funds, and other property entrusted to them by the Austin Linux Group for the conduct of the office.

4.04 If the office of President becomes vacant, the Secretary shall become President for the remainder of the term of the vacated office, followed by the Webmaster, if necessary.

4.05 Vacancies occurring in the office of a Director other than the President shall be filled by vote of the Board for the unexpired portion of the term.

4.06 Nominations of Directors and voting thereon shall be made by Active members.

4.07 The initial terms of the President, Treasurer, and Secretary will end April 1 of 2003. All future terms for those offices will end April 1 of the following year. The initial terms of all other Directors will end April 1 of 2004.

4.08 All positions on the Board are elected annually.

Article V - OFFICERS

5.01 The officers of the corporation shall be the President, Secretary, and Treasurer. Unless otherwise stated within these Bylaws or the Articles of Incorporation, the officers of the corporation elected or appointed to the Board shall take office April 1st of that year.

5.02 The President shall:

  1. Preside at all corporation and Board meetings.
  2. Appoint such committees as may become necessary to accomplish the work of the corporation.
  3. Be an ex-officio member of all committees.

5.03 The Secretary shall:

  1. Record the attendance and proceedings of all corporate meetings and meetings of the Board.
  2. Notify all officers, committees and board members of their election or appointment if they were absent from the meeting and furnish the committees with material referred to them.
  3. Keep in a separate book, copies of the bylaws, standing rules and the pertinent documents.
  4. Prepare an outline prior to each meeting, provided the presiding officer so desires, which lists in proper order the agenda of the meeting.
  5. Call the meeting to order in the absence of the President and preside over the election of a temporary presiding officer.
  6. Conduct the general correspondence of the corporation as directed by the President or Board.
  7. Send not only notices of all meetings, but also other notices when prior notification is required.
  8. Assume the duties of the President in the absence of the President.

5.04 The Treasurer shall:

  1. Collect all moneys and dues, and care for the corporation's funds.
  2. Keep an accurate record of all receipts and payments.
  3. Pay all bills promptly upon receipt and co-signature with another member of the Board.
  4. Submit a brief Treasurer's report at each Board meeting.

5.06 The officers shall assist the President in accomplishing the objectives of the corporation.

5.07 All officers shall perform the duties prescribed in the adopted parliamentary authority, in addition to those specified in these bylaws. They shall deliver to their successors all material pertaining to their offices by April 15th.

Article VI - COMMITTEES

6.01 The President may appoint committees and committee chairpersons as the President or Board deem necessary. A Board member may create a committee to assist in the duties assigned to that Board member's position of responsibility.

Article VII - ACQUISITION AND MANAGEMENT OF PROPERTY AND FUNDS

7.0l The moneys which accrue to the corporation shall be used to promote the GNU/Linux operating system and related open source software through the development and maintenance of the educational goals or in any other manner not inconsistent with the intent of the corporation in Austin, Texas, and other jurisdictions as authorized by law.

7.02 All special expenditures in excess of twenty-five dollars ($25.00), receipts required, shall be approved by majority vote of the Board. Expenditures of less than twenty-five ($25.00) shall be left to the discretion of the officers of the corporation but receipts must be provided. The signature of any two members of the Board shall be required on all bank drafts.

7.03 Money may be allocated providing revenue is available in the corporation's treasury. The amount allocated must not deplete the treasury below one hundred dollars ($100.00) except and provided that exceptional circumstances warrant; in which case a two-thirds vote of the Board will be required to authorize such expenditure.

7.04 All properties and equipment secured by the Austin Linux Group, Inc. shall be managed in Austin, Texas, by the corporation for the betterment of the educational aspirations of the corporation.

7.05 Upon dissolution of Austin Linux Group, Inc., any property and equipment held in Austin, Texas, shall become property of Goodwill Industries. Any property held by the corporation outside Austin Texas, shall become property of a properly recognized 501c3 organization with educational goals and objectives similar to Austin Linux Group.

7.06 The corporation's fiscal year shall begin April 1 and end March 31.

Article VIII - RECORDS

8.01 The corporation shall keep accurate and complete books and accounting records and shall keep the proceedings of its regular and special meetings of the Board. The corporation shall keep at the registered or principle office a record giving the names and addresses of the members entitled to vote. All books and records of the association may be inspected by any member or his agents or attorneys at any reasonable time.

Article IX - RESTRICTIONS

9.01 This corporation shall be nonracial, nonpartisan, and nonsectarian.

9.02 This corporation shall wholly abstain from any political or labor affiliation.

Article X - QUORUM

10.01 In matters pertaining to the Board of Directors, a majority defined as 50% or greater of its members, shall constitute a quorum.

10.02 In matters pertaining to the active members, a majority defined as 50% or greater of its members, with a minimum of five (5) members, shall constitute a quorum.

Article XI - PARLIAMENTARY AUTHORITY

11.01 Rules contained in Robert's Rules of Order (as revised) shall govern the proceedings of the corporation in all cases in which they are not inconsistent with the Bylaws, Standing Rules and Special Rules adopted by the corporation. Unless otherwise specified, all actions of the corporation or the Board shall be by majority vote.

Article XII - AMENDMENTS TO THE BYLAWS

12.01 Proposed amendments to these Bylaws may be submitted in writing to the secretary of the corporation by any active member.

12.02 Any proposed amendment must be submitted at least one meeting prior to be voted on by the Board.

12.03 Except as specifically stated within the Articles of Incorporation, or within these Bylaws, to become effective, an amendment must be approved by at least two-thirds vote of the Board.

12.04 Any proposed amendment shall be reviewed and conflicts resolved by the Board in a special session held one week prior to submission for a vote by the active members.

Article XIII - STANDING RULES

13.01 The Board may formulate Standing Rules to supplement these Bylaws.

13.02 Standing Rules may be adopted by a majority vote of the Board at any regular or special meeting of the Board. Notice of a proposal that a new Standing Rule is to be submitted to the Board for adoption should be given to each member of the Board prior to such regular or special meeting. By majority vote of the members of the corporation at any regular or special meeting, the said Standing Rules may be suspended.

Article XIV - EX-OFFICIO MEMBERS AND OFFICERS

14.01 All members and officers having standing or capacity as ex-officio members or officers shall have the right to participate in the discussion of any matter before the Board or the committee in which he or she has ex-officio status, but he or she shall not be entitled to vote on any matter.

14.02 The Board or any committee may delegate such other duties to any ex-officio member as it deems necessary and proper in accordance with the Bylaws and parliamentary authority.

change current to 05/06/2002 - dal

Amended by election 14/06/2004 - cap