By Laws

I NAME

The name of the AdBase Users Group shall be AUG.

II PURPOSE
The principal objective of AUG is to promote and provide for the interchange of information among those eligible for membership, including Atex and complementary vendors, in the development and use of information technology to meet their current and future goals.

III MEMBERS
1. Regular Membership. Membership may be granted to any sole proprietorship, partnership, corporation, or government agency that has an interest in the success of solutions in environments that include Atex software and/or services, that supports the purposes of AUG and that agrees to comply with AUG’s bylaws, rules, and regulations.



2. Associate Membership. Membership may be granted to any employee of a Regular Member, or its division or subsidiary, who has an interest in the success of solutions in environments that include Atex software and/or services, who supports the purposes of AUG and who agrees to comply with AUG’s bylaws, rules, and regulations



3. Application. Any organization submitting an application for membership including a statement of qualification shall be subject to approval for membership under criteria and procedures established from time to time by the active members of AUG.

4. Representation. Each Regular Member shall designate a person to act as its official representative in AUG. Regular Members may from time to time designate other persons to take part in discussions and meetings of AUG, but in no event shall any member be entitled to more than one vote.

5. Affiliate Companies. Autonomous divisions and/or subsidiaries of Regular Members may apply separately for full active membership. If members become merged, acquired, or otherwise consolidated with another member, and continue to operate under distinguishing business names and retain their public identities through advertising, marketing and/or exhibiting, they shall hold separate memberships.

6. Voting. Each Regular Member shall be entitled to one (1) vote on all matters coming before the membership. No other class of members is entitled to vote.



7. Resignation. Members may resign from AUG at any time by giving written notice to the Secretary of AUG. Any members resigning from AUG shall continue to be responsible for all dues and charges until the end of their membership year.

IV DUES AND ASSESSMENTS
The initial and annual dues for members of AUG, the time for paying such dues, and other assessments, if any, shall be determined from time to time by the Officers.

V MEETINGS OF MEMBERS
1. Annual Meetings. An annual meeting of the members for receiving reports, and for such other business as may properly come before the meeting, shall be held at such time, date and place as shall be determined by the Officers.

2. Special Meetings. Special meetings of the members may be called by the Officers.

3. Notice. Notice of the date, time, and place of any annual or special meeting shall be delivered to each member entitled to vote at such meeting no less than thirty or more than ninety days before the date of the meeting.

4. Quorum. At least twenty (20) percent of the Regular Members shall constitute a quorum at any meeting of members.

5. Action by Majority Vote. The majority vote of the Regular Members at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law or by these bylaws.

VI OFFICERS
1. General Powers. The affairs of AUG shall be managed by the Officers which shall have supervision, control, and direction of the affairs of AUG, shall determine its policies or changes therein within the limits of these bylaws, shall actively promote its purposes and shall have discretion in the disbursement of its funds. The Officers may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

2. Officers. The officers of AUG shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Officers may elect or appoint such other officers as they shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Officers.

3. President. The President shall be the principal elected officer of AUG and shall in general direct all of the business and affairs of AUG. The President shall preside at all meetings. The President may appoint, with the consent of the other Officers, standing committees, ad hoc committees and their respective chairpersons.

4. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President.

5. Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the Officers in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; shall be custodian of the group’s records; shall keep or cause to be kept an accurate census of the membership; and in general shall perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Officers. The duties of the Secretary may be assigned, in whole or in part.

6. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of AUG; shall receive and give receipts for monies due and payable to AUG from any sources whatsoever, and shall deposit all such monies in the name of AUG in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these bylaws; shall submit financial reports to the Officers at its regular meetings and to the membership at the Annual Meeting; and in general shall perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or by the Officers. The duties of the Treasurer may be assigned, in whole or in part.

7. Election and Term of Office. The Officers shall be elected by the general membership at an annual meeting of AUG, or by ballot, as determined by the Officers. The Officers shall establish procedures for conducting the election. The term of office for the President and Vice president shall be for a one-year period or until successors have been elected and qualified. The term of office the Secretary and Treasurer shall be for a two-year period or until successors have been elected and qualified.  Officers shall immediately enter upon their duties at the first meeting following their election or appointment 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 are unable to fulfill an unexpired term.
 

8. Qualifications. Officers shall be elected from among the Regular Membership every year.

9. Resignation and Removal. Any Officer may resign at any time by giving written notice to the President. In addition, any Officer may be removed by action of the Regular Members at a duly called and convened meeting of the members whenever, in their judgment, the best interests of AUG would be served by such removal. Written notice of a membership meeting held to vote on removal of one or more Officers shall be delivered to all Regular Members entitled to vote. Such notice shall state that the purpose of the meeting is to vote upon the removal of one or more Officers named in the notice. Only the named Officer(s) may be removed at such meeting.

10. Vacancies. In the event of a vacancy in the office of President, the duties, powers, and responsibilities of the President shall be assumed immediately by the Vice President. A vacancy in any other office because of death, resignation, removal, disqualification or otherwise, shall be filled by holding a mid-term election.  Once elected and qualified, the successor shall hold the office for the remainder of the term.

 

11. Regular Meetings. The Officers may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Officers without other notice than such resolution. Meetings of the Officers shall be open to members.



12. Special Meetings. Special meetings may be called by or at the request of the President or three Officers. Telephone or other electronic conferences shall be considered special meetings.



13. Notice. Notice of any special meeting of the Officers shall state the time, date and place of the meeting and shall be given at least five (5) working days prior to the date of such meeting; provided that notice of any special meeting to be held by telephone conference call may be given at least twenty-four (24) hours prior to the call.



14. Quorum. A majority of Officers shall constitute a quorum for the transaction of business at any meeting of the Officers. If a quorum is not present, a majority of those Officers present may adjourn the meeting from time to time without further notice.

15. Action by Written Consent. Any action requiring a vote of the Officers may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Officers.



16. Meeting by Conference Call. Any action to be taken at a meeting of the Officers may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating.

17. Compensation. Officers, as such, shall not receive any stated compensation for their services as Officers, but the Officers may, by resolution, authorize reimbursement for expenses incurred in the performance of their duties.

VII COMMITTEES
1. Committees. The Officers, by resolution adopted by a majority of the Officers, may designate one or more committees, each of which shall consist of two or more directors, which to the extent provided in said resolution shall have and exercise the authority of the Officers in the management of AUG; but the designation of such committee(s) and the delegation thereto of authority shall not operate to relieve the Officers or any individual Officer of any responsibility imposed upon them by law.

2. Other Committees. Other committees not having the authority of the Officers may be designated by the President. Except as otherwise provided in such resolution, members of each committee shall be members of AUG, and the President of AUG shall appoint the members thereof. Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of AUG shall be served by such removal.

3. Removal. Any member of a committee may be removed by the President, or a majority of the Officers whenever in their judgment the best interests of AUG shall be served by such removal.



4. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Officers and until a successor is appointed, unless a committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.



5. Committee Chairperson. One member of each committee shall be appointed Committee Chairperson by the person or persons authorized to appoint the members thereof.



6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.



7. Quorum. Unless otherwise provided in the resolution of the Officers designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.



8. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Officers.



9. Minutes. Minutes of all committee meetings shall be provided to the Secretary of AUG.

VIII CONTRACTS, CHECKS, DEPOSITS AND BONDING
1. Contracts. A majority of the Officers may authorize any officer or officers, agent or agents of AUG, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of AUG and such authority may be general or confined to specific instances.



2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of AUG shall be signed by such office or officers, agent or agents of AUG and in such manner as shall from time to time be determined by resolution of the Officers. In the absence of such determination by the Officers, such instruments shall be signed by the Treasurer and countersigned by the President of AUG.



3. Deposits. All funds of AUG shall be deposited from time to time to the credit of AUG in such banks, trust companies, or other depositories as the Officers may select.



4. Bonding. The Officers may provide for the bonding of such officers and employees of AUG as it may from time to time determine.

IX BOOKS AND RECORDS
AUG shall keep correct and complete books and records of account and shall also keep and publish minutes of the proceedings of its Members, Officers, and Committees, having any of the authority of the Officers, and shall keep at the registered or principal office a record giving the names and address of the Members entitled to vote. All books and records of AUG may be inspected by any Member, or his or her agent or attorney, for any proper purpose, at any reasonable time. The financial records of AUG shall be audited annually and made available to the Membership for review.

X FISCAL YEAR
The fiscal year of AUG shall be established from time to time by the Officers.

XI WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the bylaws of AUG, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.

XII AMENDMENTS TO BYLAWS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two-thirds majority of the votes cast by at least ten percent of the Regular Members at any regular or special meeting or by mail or electronic ballot; provided that, in the case of a vote at a meeting, at least 30 days’ written notice is given to the Regular Membership from the Officers of the intention to alter, amend, or repeal or to adopt new bylaws at such meetings; and further provided that, in the event of a ballot, a copy of the proposed amendment and a ballot shall be provided to the Regular Members and only ballots received within 45 days of having been provided shall be counted. Alterations, amendments, or repeal of these bylaws or adoption of new bylaws shall be proposed by action of the Officers or by petition of ten percent of the Regular Members, and shall state an effective date.
.