Date: 12th May 2015
(c) Copyright 2015
The name of the organization shall be British Isles HP NonStop Users Group referred to hereafter as BITUG. BITUG is a non-profit organization.
The name NonStop shall be used to refer to any system or related products that have been manufactured by TANDEM, COMPAQ or HP (Hewlett Packard) directly related to the fault tolerant systems.
BITUG's membership shall come from members who reside, or conduct business in the British Isles.
Any reference to a single gender in these bylaws should be taken to mean either gender.
The principal purpose of BITUG is to actively advance and promote the effective utilization of NonStop Computer products and services by promoting a free exchange of information concerning the use of such products and services by members of the organization.
To achieve this purpose, BITUG will strive for the following goals:
a. Reduce redundant effort among BITUG members in the use of NonStop and NonStop related products and services
b. Advance the art of information processing through mutual education.
c. Establish methods and provide channels to facilitate the exchange of relevant information.
d. Provide feedback to the vendors pertaining to all aspects of the use of NonStop and NonStop related computer products and services.
BITUG shall have three (3) classes of memberships:
Organisational, Individual and Associate. Membership may be granted to an applicant with a demonstrable interest in the aims of BITUG and a sincere willingness to participate in the activities of BITUG.
Ø Organisational members consisting of businesses and other, must use a NonStop product or service or provide a product(s) or consulting service(s) directly related to the use of a NonStop product/s.
Ø Individual members, must use a NonStop product or service or provide a product(s) or consulting service(s) directly related to the use of a NonStop product/s.
Ø An Associate membership may be granted to an individual who does not qualify for an Organisational or Individual membership or is an employee of HP, subsidiary or distributor, or student of Computer Science or its related course. Associate members will have those rights and privileges, of Organisational and Individual members except as restricted by BITUG bylaws and policy.
3.1 Application for Membership
Requests for membership may be made by submitting a written or electronic membership application, which will be processed under criteria and procedures, established by the BITUG Committee.
3.2 Obligations of Members
All members shall abide by these bylaws and the policies of BITUG. It is BITUG's intent that members are expected to send attendees to BITUG conferences on a regular basis and to participate in the work of BITUG. It is BITUG's intent to have members involved on an ongoing basis in any or all of the following activities as further defined by BITUG policy. Members should contribute to BITUG publications, respond to BITUG communications and exchange information with other members and attendees. Members shall meet the financial obligation associated with BITUG membership.
3.2.1 Organisational Members:
Each Organisational member shall designate three (3) representative when matters require a vote. Organisational members are not allowed to be also Individual members. Anyone else from an organisation will be treated as an associate member. Mailings may go out to other organisational members who are on the mailing list.
3.2.2 Individual Members:
Each Individual member shall receive all applicable mailings as defined by BITUG. They will also be voting members.
3.2.3 Associate Members:
Associate members shall receive applicable mailings as defined by BITUG policy.
The Organisational representatives (3) or Individual member shall be entitled to vote in all matters coming before the membership. No other class of membership is entitled to vote.
An Organisational representative or Individual member may vote by proxy executed in writing or by his or her duly authorised attorney in fact. Proxies will be accepted in accordance with BITUG policy. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
Members may resign from BITUG at any time by giving written notice to BITUG Committee. Resignation does not relieve the member from meeting financial obligations incurred prior to the date of resignation.
Continuation of membership is contingent upon members fulfilling the qualifications for membership and abiding by these bylaws and the policies of BITUG, including the payment of any dues, fees or other obligations due to BITUG. Failure to comply shall be grounds for termination of membership. Application for reinstatement of membership in the case of a membership that has been terminated must include:
a) assurance that the cause for membership loss has been remedied
b) payment of obligations to BITUG incurred before termination
c) evidence that the former member qualifies under the current membership requirements.
4.0 DUES AND OTHER FEES
The initial and annual dues for each class of member of BITUG, the time for paying such dues, and other fees, if any, shall be determined periodically by the BITUG Committee.
5.0 BITUG COMMITTEE
All BITUG's powers shall be exercised by the Committee Members, except as otherwise expressly provided by law or by the Certificate of Incorporation or by these bylaws or as delegated by the Powers of the BITUG Committee include:
I. Development, determination, and prosecution of BITUG policy.
II. Interpretation and implementation of decisions of the members, and of the BITUG Committee.
III. Approval of BITUG's budget, the budget of any activity of BITUG, the budgets of any activity directly funded by BITUG, and the designation of any independent certified public accounting firm to audit BITUG's financial records and to prepare all necessary tax returns and financial statements.
IV. Conduct of business as necessary to meet BITUG's objectives.
V. Contraction for such professional services as it deems necessary to support the proper functioning of BITUG.
The BITUG Committee will consist of the following: Chairman, Vice-Chairman, SIG Coordinators, Treasurer, HP Liaison, HP Umbrella Group Liaison, Immediate Past Chairman, Membership Director, and Publication Executive.
5.2 Number, Term of Office, and Qualifications
a. The BITUG Committee shall consist of no less than five (5) and no more than twelve (12) persons. The Committee Member shall be elected to serve for two-year staggered terms, with approximately half of the directors being elected each year.
b. BITUG Committee members must be a bona fide employee of an organisational member or qualify for an Individual membership. If, during their term of office, this is no longer the case, they are expected to offer their resignation at the next committee meeting. If after a year they no longer qualify for an organisational or individual membership then their membership is up for review by the rest of the committee.
5.3 Resignation or Removal
BITUG Committee member may resign at any time by giving written notice to the Chairman. A BITUG Committee member may be removed by a half vote of the entire BITUG Committee for cause.
In the event of a vacancy on the BITUG Committee, the vacancy shall be filled by a majority vote of the BITUG Committee members for the unexpired term. Candidates will be proposed by at least two (2) committee members at the next committee meeting and cannot attend committee meetings until voted in by the BITUG committee. If the vacancy is the Chairman's position, the Vice Chairman shall automatically assume that position. It will be the discretion of the Chairman, based on the needs of the BITUG Committee, to fill the vacated position or wait until the next scheduled election.
5.5 BITUG Executive Committee
There shall be an BITUG Executive Committee consisting of the Chair, Vice Chair, Treasurer and the HP Liaison. The BITUG Executive Committee may exercise the authority of the BITUG Committee in the affairs of BITUG during the intervals between meetings of the BITUG Committee, subject at all times to the bylaws of BITUG, and the prior resolutions, regulations, and directives issued, adopted, or promulgated by the BITUG Committee.
5.6 Regular Meetings
The BITUG Committee shall hold regular meetings at such place and at such times as may be designated by resolution of the BITUG Committee members, without other notice than such resolution. Notice will by given to the membership whenever practicable.
5.7 Special Meetings
Special meetings of the BITUG Committee may be called by or at the request of the Chairman or at least three (3) BITUG Committee members. Notice of any special meeting of the BITUG Committee shall state the time, date, and place of the meeting and shall be given not less than five (5) or more then forty (40) days prior to the date of such meeting. Notice may be given by electronic medium and confirmed by mail. Notice may be waived by BITUG Committee member in writing, either before or after the meeting.
A quorum for BITUG Committee meetings would be for at least half of BITUG Committee members to be participate including at least 2 members of the BITUG Executive Committee.
5.9 Action by Majority Vote
The act of a majority of the BITUG Committee members at a meeting at which a quorum is present shall be the act of the BITUG Committee, unless the act of a greater number is required by law, or by these bylaws. The Chairman may exercise his/her right to vote only to break tie votes or to establish a majority of the BITUG Committee members present.
The Officers of BITUG shall be a Chairman, Vice Chairman, Treasurer, SIG Coordinator, Publications/Communications, Membership, HP, HP Umbrella Group and Connect Liaison. Each officer will have such duties or functions as are provided by these bylaws. Officers must, at the time of their nomination, election, and during their term of office, be a bona fide BITUG member.
Term and Qualification
I. BITUG members as proposed by the BITUG Committee or membership at large will elect the officers of the BITUG Committee.
II. The Chairman shall be the Chief Executive Officer of BITUG and shall have general supervision over the affairs of BITUG subject, however, to the control of the BITUG Committee. He or she shall, if present, preside at all meetings of the members and at all meetings of the BITUG Committee. The Chairman may appoint, with the consent of the BITUG Committee, standing committees, task forces, and their respective chairpersons. The Chairman shall be an ex-officio member of all committees and shall perform all the duties incident to the office of the Chief Executive of a corporation, and such other prescribed by the BITUG Committee from time to time.
III. The Vice Chairman shall assist the Chairman in carrying out the functions of that office and shall perform such other duties as from time to time may be assigned by the Chairman or by the BITUG Committee. The Vice-Chairman will be the chair of one other Sub Unit Committee.
IV. The Treasurer will also serve as chair of the Finance Committee and shall serve as the Chief Financial Officer of BITUG and be responsible for all monies received and expended for the use of BITUG and shall be responsible for preserving BITUG's archival records, including minutes of board meetings. The Treasurer shall cause BITUG to satisfy its financial obligations; develop financial plans and budgets; provide regular financial reports; and set policy for BITUG investments.
6.1 HP Liaison
The HP Liaison, who shall be designated in official correspondence from the President of HP, shall be the principal HP Liaison to BITUG. The HP Liaison will have full voting rights on the BITUG Committee.
6.2 HP Umbrella Group Liaison
The Chairman (or their representative) shall represent the interests of BITUG on the HP Umbrella Group. The HP Umbrella Group shall represent all Users of HP products in the British Isles.
6.3 Connect Liaison
The Chairman (or their representative) shall represent the interests of BITUG with any meetings with Connect. Connect is the International HP User Group.
7.0 NOMINATIONS AND ELECTIONS
At the time of nomination, each candidate must be a bona fide employee of an organisational member or be an Individual member in good standing. Associate members are not eligible for elective office. The BITUG Committee shall determine the qualifications, including consideration of any possible conflict of interest, of all candidates. No person may be nominated to be a candidate for more than one position in any election. The BITUG Committee will endeavor to ensure an adequate balance of geographical representation as well as a balance of stakeholder representation among end users, vendors and consultants.
7.1 Election Procedure
It is BITUG's intent to include all members of the organisation in the election process. Therefore, the BITUG Committee members are elected by ballot of the voting members at the last BITUG Regional conference of each calendar year. The BITUG Committee shall prepare ballots and establish the necessary procedures for balloting and counting of ballots. Elections shall be held under the general supervision of the voting members at the designated AGM meeting. Candidates receiving the most votes for each office will be declared elected. Newly elected officers shall enter upon the performance of their duties at the beginning of the next calendar year and shall continue in office for their designated term and until their successors shall be duly elected and qualified, unless they resign, are removed, or otherwise unable to fill an unexpired term. If no qualified candidates are identified, the BITUG Committee can appoint a member to fulfil the term.
8.0 MEETINGS OF MEMBERS
I. The BITUG Committee shall determine the frequency, dates and location of meetings except that there shall be at least one (1) meeting designated as the Annual General Meeting per calendar year.
II. The BITUG Committee, Task Forces and Special Interest Groups shall hold meetings on dates and at locations determined to be within policies as established by the BITUG Committee and deemed to be necessary to transact the business of BITUG.
III. Special Meetings of the members may be called by the Chairman or by the BITUG Committee.
IV. Notice of the date, time, and place of any Annual or Special Meeting shall be delivered (by electronic means or by mail) not less than five (5) days before the date of the meeting to each member entitled to vote at such meeting.
V. A quorum of at least five percent (5%) of the voting members of BITUG is needed for the transaction of business at an Annual or Special meeting of the members.
BITUG shall be organised into committees, and groups for the purpose of conducting the affairs of BITUG and fulfilling its purposes.
The BITUG Committee shall establish sub committees/task forces from time to time to assist in the management and administration of BITUG. The standing committees shall be as follows:
9.1.1 Finance Committee
The Finance Committee shall be responsible for reviewing and recommending BITUG's financial policy to the BITUG Committee. The Finance Committee shall cause annual budgets and financial projections to be prepared and submitted to the BITUG Committee. Members of the Finance Committee shall include the Vice Chairman (Chair), Immediate Past Chairman, HP Liaison, and at least one BITUG Committee Member.
9.2.1 Special Interest Groups
A Special Interest Group is an informal organisation within the Users' Group of Members who share a common interest in a common industry, application, or any recognised common interest consistent with the purpose of BITUG.
9.2.2 Other Groups
At its discretion, the BITUG Committee may establish additional sub groups to meet the desires of its membership. These groups may be based on computer operating system, hardware platform, industry application, professions, etc. Establishment of such groups will include but not be limited to purpose of the group, qualification for belonging, structure of the group and any other parameters felt necessary for successful functioning of the group.
10.0 INDEMNIFICATION AND INSURANCE
I. Officers, directors, committee members, agents and staff of BITUG shall be indemnified by BITUG.
II. BITUG may purchase liability insurance to protect the officers, directors, committee members, agents and staff.
I. Upon the dissolution of BITUG, and after payment of all indebtedness of BITUG, any remaining funds, investments, and other assets of BITUG shall be distributed in accordance with a plan to be determined by the BITUG Committee at the time of dissolution.
12.0 BOOKS AND RECORDS
I. BITUG shall keep correct and complete books and records of account and shall also keep Minutes of the proceedings of its members, and committees having any of the authority of the BITUG Committee, and shall keep a record giving the names and addresses of the members entitled to vote. Any member, or his or her agent or attorney may inspect all books and records of BITUG for any proper purpose at any reasonable time, subject to the data protection act.
13.0 FISCAL YEAR
I. The fiscal year of BITUG shall run from the 1st January to the 31st December.
14.0 AMENDMENT OF THE BYLAWS
I. These bylaws may be amended by ballot (either electronic or by mail) or at any Annual Meeting of BITUG by half the votes provided that:
(a) a quorum of five percent (5%) of the membership has voted,
(b) notice of the proposed amendment has been mailed (either electronically or mail) to the membership at least thirty (30) days prior to the day of the vote.