This document sets out the Bylaws governing the Jacksonville Linux Users Group. The Jacksonville Linux Users Group is an American not for profit entity 501(c)(3) incorporated in the State of Florida. The rules concerning the Corporations Not for Profit in Florida are defined in Chapter 617 of Florida Statutes.
These are draft Bylaws to be discussed by the membership of the JaxLUG. If you are a member of the JaxLUG and you have issue with any sections, or content within, please open an issue, subject the section number, and in the description, you can voice your opinion on additions, changes, and/or removals.
These Bylaws will not be official until end of JaxLUG member review.
- Article I Business Offices
- Article II Registered offices and registered agents
- Article III Meetings of members
- Section 3.1 Place of Meetings
- Section 3.2 Annual Meeting
- Section 3.3 Special Meetings
- Section 3.4 Special Notice
- Section 3.5 Notice of Adjourned Meetings
- Section 3.6 Waiver of Notice
- Section 3.7 Fixing Record Date
- Section 3.8 Record of Members Having Voting Rights
- Section 3.9 Member Quorum
- Section 3.10 Voting
- Article IV Members
- Section 4.1 Member Classes
- Section 4.2 Full Members
- Section 4.3 Admission of Members
- Section 4.4 Continuation of Membership
- Section 4.5 to 4.7 Inclusive
- Section 4.8 Voluntary Withdrawal from Membership
- Section 4.9 Termination from Membership
- Section 4.10 Effect of Withdrawal or Termination of Membership
- Article V Trustees
- Section 5.1 Powers
- Section 5.2 Qualification
- Section 5.3 Compensation
- Section 5.4 Chairman of the Board of Trustees
- Section 5.5 Number
- Section 5.6 Election and Term
- Section 5.7 Resignation and Removal of Trustees
- Section 5.8 Vacancies
- Section 5.9 Quorum and Voting
- Section 5.10 Executive and Other Committees
- Section 5.11 Place of Meetings
- Section 5.12 Time, Notice and Call of Meetings
- Section 5.13 Action Without a Meeting
- Section 5.14 Director Conflicts of Interest
- Article VI Officers
- Article VII Books and Records
- Article VIII Nonprofit Status
- Article IX Corporate Seal
- Article X Amendment
- Article XI Limits on liability of Trustees
- Article XII Indemnification of officers and Trustees
- Article XIII General provisions
The Jacksonville Linux Users Group shall not maintain offices other than the registered office described in Section 2.1.
The address of the initial registered office in the State of Florida and the name of the initial registered agent of the group at such address are set forth in the Articles of Incorporation.
The group may, from time to time, designate a different address as its registered office or a different person as its registered agent, or both; provided, however, that such designation shall become effective upon the filing of a statement of such change with the Secretary of State of the Florida as is required by law.
Meetings of the members shall be held in person monthly at a location specified by the Secretary in the meeting announcement notice.
A meeting of the members shall be held annually at such time as the Board of Trustees may determine (which shall be, in the case of the first annual meeting, not more than thirteen (13) months after the organization of the group and, in the case of all other meetings, not more than thirteen (13) months after the date of the last annual meeting), at which annual meeting the members shall elect a Board of Trustees and transact other proper business.
Special meetings of the members shall be held when directed by the Chairman of the Board or the Board of Trustees, or when requested in writing by not less than ten percent (10%) of all members.
Notice stating the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notices will be posted on relevant places including but not limited to Meetup, Discord, and any Website or Wiki.
Reserved.
Reserved.
For the purpose of determining members entitled to vote at any meeting of members or any adjournment thereof, the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting.
The record date shall be the date of poll opening, unless stated otherwise.
The officer or agent having charge of the membership records of the group shall prepare and make, at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at such meeting, arranged in alphabetical order, and showing the legal name, electronic mail address of each member. This list is to be made publicly available on line.
Reserved.
Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, except as may otherwise be provided in the law of the State of Florida.
Members shall vote in person.
At any regular or special meeting as provided in Section 3.3, any question may be voted upon in the manner and style deemed appropriate by the Secretary of the organization or chairman of the meeting.
There shall be one class of members, hereinafter referred to as full members.
Reserved.
Full members are admitted by attending a single meeting in person with a valid ID, preferably a Florida Identification, presented to the Secretary or meeting organizer. Your legal name and email address will be required for membership records.
Anyone who resides in or around Jacksonville Florida Metropolitan Area who is unable to attend meetings in person may apply for membership by writing the Secretary, but will be require to provide valid Florida Identification to prove identity and confirm membership.
Membership will not be automatically granted when joining the Meetup Group, Discord, or other online mediums. You must request to be a member and/or attend a meeting in person.
Monetary contributions will be discounted - Jacksonville Linux Users Group membership cannot be bought.
Membership will be maintained in perpetuity, regardless of member activity.
Reserved.
Members may withdraw from membership in the group at any time upon thirty (30) days' written, signed notice delivered to the Secretary or Board of Trustees, which notice may be by electronic mail from address on file or in person at any meeting.
Membership may be terminated by a majority vote of the Board of Trustees in the event that any member acts contrary to the purpose(s) of the Jacksonville Linux Users Group.
Membership may be terminated at any time at the discretion of the Chairman of the Board.
Upon any withdrawal or termination of the membership of any member, the membership, including all related voting rights, of such member shall be terminated.
The business and affairs of the group shall be managed by or under the direction of the Chairman of the Board and the Board of Trustees, the "Trustees", which may exercise all such powers of the group and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws specifically reserved to the members.
Chairman of the Board of Trustees exercises the right to total power over all matters, this cannot be amend until a successor to the initial chairman.
Trustees must be residents of the State of Florida and of the United States, they must be members of the group, and have previously served as an officer in any role, unless otherwise determined by the Chairman of the Board.
Candidates standing for election must be active member as of the record date.
The Chairman of the Board reserves the right to appoint board members as they see fit, at any time, regardless of qualifications.
The positions of all Trustees are Honorary - No compensation, monetary or in kind shall be paid, now or ever, this shall not be amended.
The initial Benevolent Chairman of the Board of Trustees for Life of the Jacksonville Linux Users Group is William L. Thomson Jr. who will remain such until death, or appointment of a successor at their discretion.
Upon death, the current Board of Trustees shall appoint a successor Chairman.
This section can only be amended or revised by a unanimous vote of the Board of Trustees and the approval of the Chairman of the Board of Trustees.
The initial number of Trustees will be determined by the Chairman of the Board Trustees. Thereafter, the group shall maintain a minimum of five (5) Trustees, and the number shall be fixed by the members at each annual meeting of members.
The Chairman of the Board of Trustees reserves the right to appoint additional Trustees, not to exceed two (2) in a single year.
Trustees shall be elected by secret ballot of the members using the condorcet voting system or other such suitable system. Elections shall be held nominally annual in person.
Trustees shall normally hold office for a period not exceeding two electoral periods. Trustees shall retire annually by rotation (and may be re-elected). The first rotation shall be determined by the meeting of the Trustees held to adopt these Bylaws.
Each Trustee shall hold office for the term for which they is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death.
A director may resign at any time upon written request to the board or group. Furthermore, any director or the entire Board of Trustees may be removed, with or without cause, by a vote of the majority of the members entitled to vote for the election of Trustees or as otherwise provided in the General Foundation Law of the State of Florida.
Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase in the authorized number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of Trustees by the members.
A majority of the number of Trustees fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business. The vote of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Reserved.
All meetings of the Board of Trustees may be held in person or electronically, within or outside the State of Florida and within or outside the United States.
All meetings of the Board of Trustees must be open to the public for observation only. There shall be no private meetings of the Board of Trustees. This provision cannot be amended ever.
Regular meetings of the Board of Trustees shall be held immediately following the annual meeting of members each year and at such times thereafter as the Board of Trustees may fix. No notice of regular Trustees' meetings shall be required.
Special meetings of the Board of Trustees shall be held at such times as called by the Chairman of the Board, the President of the group, or any two (2) Trustees. Written notice of the time and place of special meetings of the Board of Trustees shall be given to each director by electronic mail at least two (2) days before the meeting.
Notice of a meeting of the Board of Trustees need not be given to any director who signs a waiver of notice, either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or conveyed, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.
Members of the Board of Trustees may participate in a meeting of such Board or of any committee designated by such Board by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.
Any action required or permitted to be taken at a meeting of the Board of Trustees or of any committee thereof may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto in writing, and such writing is filed with the minutes of the proceedings of the board or committee. Such consent shall have the same effect as a unanimous vote.
Reserved.
The officers of the group shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Trustees. Other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Trustees from time to time. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
The officers of the group shall have the following duties:
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President. The President shall be the chief executive officer of the group and shall have general and active management of the business and affairs of the group, subject to the direction of the Board of Trustees. The primary duty of the president is to add value to members by attracting leading technology professionals to present on innovative development methodologies and technologies relating to Linux, catering to people of all skill sets, without discrimination of any kind. The president is to ensure the community remains open to all for the exchange knowledge and pursue the intentions of the group.
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Vice President. The Vice President, if one is elected, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. They also shall perform whatever duties and have whatever powers the Board of Trustees may from time to time assign them. If more than one Vice President is elected, one thereof shall be designated as Executive Vice President and shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and each other Vice President shall only perform whatever duties and have whatever powers the Board of Trustees may from time to time assign them.
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Secretary and Assistant Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and Trustees. The Secretary shall give all notices required by law and by these Bylaws. In addition, the Secretary shall have general charge of the corporate books and records and of the corporate seal, and they shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the membership records of the group and shall keep, at the registered or principal office of the group, a record of the members showing the name and electronic mail address of each member. The Secretary shall sign such instruments as may require their signature and, in general, shall perform all duties as may be assigned to them from time to time by the Chairman, the President or the Board of Trustees. The Assistant Secretary, if one is appointed, shall render assistance to the Secretary in all the responsibilities described above.
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Treasurer and Assistant Treasurer. The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of members, and shall perform such other duties as may be prescribed by the Chairman, the President or the Board of Trustees. The Assistant Treasurer, if one is appointed, shall render assistance to the Treasurer in all of the responsibilities described above.
Each officer shall be appointed by the Board of Trustees and shall hold office until such time as the officer resigns or is removed by the Board of Trustees.
Officers maybe removed by the Chairman or the Trustees at any time for any reason, removal by the Board of Trustees requires unanimous vote and Chairman of the Board approval.
Any vacancy, however occurring, in any office may be filled by the Board of Trustees.
The positions of all officers are Honorary - No compensation, monetary or in kind shall be paid.
This may be amended as necessary to ensure legal filings and other necessary actions are done, and for grant, internship, and other purposes as deemed necessary by the Chairman of the Board or Board of Trustees with Chairman approval.
The foundation shall keep correct and complete books and records of accounts and shall keep minutes (logs) of the proceedings of its members, Board of Trustees and committees of Trustees.
The foundation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, or in the custody of the Secretary a record of the legal name and electronic mail address of each member, together with the date of any withdrawal or termination of such member's membership.
Each member shall be responsible for notifying the foundation of changes to such member's electronic mail address.
Any books, records and minutes may be in written form or in any other form capable of being converted into clearly legible written form within a reasonable time.
Members' Inspection Rights. Any person who is a member, upon written demand under oath stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any time during the normal weekday hours for business, for any proper purpose as determined under the law of the State of Florida, the group's membership records and its other books and records and to make copies or extracts therefrom.
There shall be no private records, this cannot be amended or changed.
The group is organized and shall be operated as a not-for-profit membership foundation organized under Florida law. The Chairman of the Board will be pursuing a 501(c)(3) status of the Internal Revenue Code, as amended (the "IRC"), given the educational nature and purpose of the group. In lieu of such, the Chairman will seek and obtain an exemption for the group from federal taxation pursuant to Section 501(a) of the IRC, and until such time, if ever, that such exemption is denied or lost, the foundation shall not be empowered to engage directly or indirectly in any activity which the foundation believes would be likely to invalidate its status as an organization exempt from federal taxation under Section 501(a) of the IRC as an organization described in Section 501(c) of the IRC.
The group shall not have a corporate seal.
These Bylaws may be altered, amended or repealed, unless otherwise stated in section, by the Chairman of the Board, the Board of Trustees or by the members, and new Bylaws may be adopted by the Chairman of the Board, Board of Trustees, or by the members. No alteration, amendment or repeal of these Bylaws shall be effective unless and until the group attempts, in good faith, to give notice to the members of the group of such alteration, amendment or repeal at least fifteen (15) days prior to the effective date of such alteration, amendment or repeal, which notice shall be to each members electronic mail address.
The Chairman of the Board reserves all rights to reject any alterations, amendments, or repeals at their discretion.
To the fullest extent permitted by the law of the State of Florida, as the same exists or may hereafter be amended, a director of the group shall not be personally liable to the group or its members for monetary damages for breach of fiduciary duty as a director.
Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the group), by reason of the fact that they is or was a director, officer or member of the group, or is or was serving at the request of the group as a director, officer, employee, or agent of another foundation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the group; provided, however, that the group shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Trustees.
Expenses (including reasonable attorneys' fees) incurred by any person who is or was an officer, director or member of the group, or who is or was serving at the request of the group as an officer or director of another foundation, partnership, joint venture, trust or other enterprise, in defending any civil, criminal, administrative or investigative action, suit or proceeding, shall be paid by the group in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that they is not entitled under applicable law to be indemnified by the group.
If a claim under this Article is not paid in full by the group within ninety (90) days after a written claim has been received by the group, the claimant may at any time thereafter bring suit against the group to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final disposition where the required undertaking has been tendered to the group unless such action is based on the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of conduct which make indemnification permissible under the General Foundation Law of the State of Florida, but the burden of proving such defense shall be on the group. Neither the failure of the group (including its Board of Trustees, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because they has met the applicable standard of conduct set forth in the law of the State of Florida, nor an actual determination by the group (including its Board of Trustees, independent legal counsel, or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
The provisions of this Article shall be a contract between the group and each director, officer or member to which this Article applies. No repeal or modification of these Bylaws shall invalidate or detract from any right or obligation with respect to any state of facts existing prior to the time of such repeal or modification.
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of members or disinterested Trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.
The group may purchase and maintain insurance on behalf of any person who is or was a director, officer, member, employee or agent of the group, or is or was serving at the request of the group as a director, officer, employee or agent of another group, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the group would have the power to indemnify him or her against such liability under the provisions of this Article or of applicable law.
For purposes of this Article, references to "the foundation" shall include, in addition to the resulting group, any constituent group (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Trustees, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent group, or is or was serving at the request of such constituent group as a director, officer, employee or agent of another foundation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving foundation as they would have with respect to such constituent group if its separate existence had continued, and references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the foundation" shall include any service as a director, officer, employee or agent of the foundation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner they reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the foundation" as referred to in this Article.
The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer or member and shall inure to the benefit of the heirs, executors and administrators of such person.
All checks or demands for money and notes of the group shall be signed by such officer or officers or such other person or persons as the Board of Trustees may from time to time designate.
The fiscal year of the group shall be fixed by resolution of the Board of Trustees.
No loans shall be contracted on behalf of the group and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
All funds of the group not otherwise employed shall be deposited from time to time to the credit of the group in such depositories as the Board of Trustees shall direct.
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the group, and such authority may be general or confined to specific instances.
Any document requiring the signature of the Trustees and/or members may be executed in any number of counterparts with the same effect as if all of the required signatories had signed the same document. Such executions may be transmitted to the group and/or the other Trustees and/or members by facsimile and such facsimile execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.