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UKSUG Constitution

UK SYBASE USER GROUP CONSTITUTION

ARTICLE 1 - NAME

The organisation shall be known as United Kingdom Sybase User Group (UKSUG).

ARTICLE 2 - SCOPE OF THIS CONSTITUTION

The constitution shall govern the conduct and activities of the UKSUG. The word and intent of the constitution are to be followed in matters addressed by the Constitution and the spirit of the Constitution should govern areas not specifically addressed by the Constitution.

ARTICLE 3 - AIMS AND OBJECTIVES

The purpose of UKSUG shall be to:

a) Encourage and promote an understanding and application of the Sybase products through exchange of information with others who are similarly engaged.

b) Provide a mechanism for maintaining a communications link with Sybase (UK) Ltd , Sybase Inc., Sybase Partners and other outside organisations as appropriate.

c) Provide Sybase and its Partners with a vehicle for supplying Sybase users with current information on Sybase product developments.

d) Express as a collective body the needs and concerns of the UKSUG members to Sybase and other outside organisations as appropriate.

ARTICLE 4 - MEMBERSHIP

Membership shall be available on a Corporate or Individual basis.

4.1 Corporate Membership shall be available to any organisation which is authorised to develop systems using the Sybase product set and has paid the appropriate membership fee. The Committee shall be empowered to offer Corporate Membership to cover a specified number of individuals in multiples of 5. Each individual so nominated shall be entitled to attend UKSUG events and be entitled to one vote in any full UKSUG vote.

4.2 Individual Membership shall be available to any person or organisation supporting the Aims and Objectives in Article 3 and which has paid the appropriate membership fee. Individual Membership shall entitle a single nominated individual to attend UKSUG events in person and entitle the right to one vote in any full UKSUG vote.

4.3 Changes to the nominated names shall be accepted at the discretion of the Committee.

4.4 The Committee shall have the authority to expel any member who offends against the rules of the UKSUG or becomes financially insolvent.

ARTICLE 5 - THE COMMITTEE

5.1 The elected officers shall be the Chairman, Vice Chairman and Treasurer. The Committee shall consist of its elected officers, five elected ordinary members, a non-voting Secretary separately appointed by the Committee, and one non-voting representative appointed by Sybase (UK) Ltd. The elected officers shall be deemed to be committee members.

5.2 The Committee shall have full authority to manage the affairs of UKSUG.

5.3 The Committee shall meet no fewer than three times in each year.

5.4 Minutes of the meetings shall be distributed to all the committee members.

5.5 The Chairman of a meeting shall be the Chairman or, in his absence, the Vice Chairman. In their absence a Chairman shall be elected for the occasion. At least 3 voting members of the committee, at least 1 of whom must be an officer, shall constitute a quorum. Voting shall be by simple majority. In the event of an equality of votes on a motion, the Chairman shall cast the deciding vote. Nothing in this clause shall be interpreted as to deny the Chairman a deliberative vote.

5.6 The duties of the Committee shall include but not be limited to the following:

a) Planning: preparation and review of UKSUG policy, objectives, strategy, and duties.

b) Service: initiation, development and management of services to the UKSUG members.

c) Representation of all users and pursuit of their interests to:

i) Sybase and associated companies

ii) The Press

iii) Other appropriate bodies

d) Management: management of the affairs of the UKSUG.

e) Administration: of conferences and publications which transcend special interests and are available to all user group members.

5.7 The duties of the elected officers shall include but not be limited to the following:

5.7.1 Duties of the Chairman - the Chairman shall:

a) Be the chief officer of the UKSUG and act as its chief spokesperson.

b) Chair all business meetings.

c) Establish subcommittees and appoint Chairmen thereof.

d) Be ex officio member of all subcommittees.

e) Have the power to countersign all UKSUG cheques.

f) Exercise general supervision over the activities and welfare of the UKSUG and co ordinate with the other officers relative to matters of policy.

g) Cast the deciding vote in the case of a tie.

h) Upon completion of the term, transmit all correspondence, records, and related UKSUG official materials to the Committee.

i) Attend the annual UKSUG AGM and conference.

5.7.2 Duties of the Vice Chairman - the Vice Chairman shall:

a) Serve as Chairman in the temporary absence of the Chairman.

b) Assist the Chairman as required.

c) Have the power to countersign cheques in the absence of the Chairman.

d) Have the power to countersign all UKSUG cheques.

e) Assume the office of the Chairman if the office of the Chairman becomes vacant.

f) Be responsible for developing and co-ordinating the technical programme of the UKSUG.

g) Upon completion of the term, transmit all correspondence, records and related UKSUG official materials to the Committee.

5.7.3 Duties of the Treasurer - The Treasurer shall be responsible for:

a) Custody of all UKSUG funds.

b) Depositing the UKSUG's funds in such banks as may be approved by the Committee and disburse money only upon approved vouchers.

c) Drawing all cheques on the UKSUG account to be countersigned by the Chairman, Vice Chairman or Secretary.

d) Providing statements of the financial conditions of UKSUG as required by the Committee.

e) Collecting dues and fees as designated by the Committee.

f) Contacting members whose dues are delinquent and actively seek payment.

g) Transmitting all correspondence, records, and related User Group official materials to the Committee upon completion of the term.

5.8 The position of Secretary shall be a non-voting post undertaken by an independent person separately appointed by the Committee. The duties of the Secretary shall include but not be limited to the following:

a) Taking the minutes and record attendance of all meetings of the Committee and of the group.

b) Circulating agendas, minutes and other appropriate information to members.

c) Custody of all records, except for financial records.

d) Maintenance of a list of Sybase user group members.

e) Control of all stationery and supplies and order them as needed.

f) Keeping such records and preparation reports as may be requested by the UKSUG members and their Committee.

g) Countersigning all UKSUG cheques.

h) Upon resignation/termination of the post, transmitting all correspondence, records, and related User Group official materials to the Committee.

ARTICLE 6 – ELECTIONS and DISQUALIFICATIONS

6.1 The procedure for the election of committee members shall be as follows:

a) No less than 6 weeks before the AGM, all members should be sent a “request for nominations to stand for election” form, requesting the name of the nominee and a 50-100 word outline of why nominees wish to stand.

b) nominations to be received, with a cut off date 4 weeks before the AGM, and processed.

c) ballots sent out to all members for voting no later than 3 weeks before the event.

d) the committee shall have the power to define the closing date and time of the ballot which will be no earlier than 5 days before the AGM. This must be publicised in advance. After this date votes will be counted and verified.

e) the new committee shall be announced at the AGM.

6.2 Candidates must be fully paid-up members.

6.3 Any candidate for Chairman must be a member of the outgoing Committee.

6.4 Members retiring at the end of the year shall be eligible for re-election, subject to the condition that no elected officer shall hold a particular office for more than 3 consecutive full years.

6.5 In the event that there is no candidate for election, or in the case of resignations or disqualification a member may be appointed by the committee to the position and such co-option shall stand as if it were an election.

6.6 The Committee shall be elected for a one year term. The Committee, having been elected, assume office on the first day of the constituent year. Subject to termination of office by any reason leading to disqualification, each member of the Committee shall remain in office until the last day of the year.

6.7 In the event of malfeasance, misfeasance, nonfeasance, and/or incapacity of a Committee member, the Committee shall meet to rule upon his/her conduct and to direct his/her removal and or temporary replacement, each removal and/or replacement to become effective upon the approval of the majority of the said Committee. The following shall constitute cause for removal from the Committee of any Committee member:

a) Violation of any article.

b) Any conduct or action which, in the opinion of the Committee, is improper or is prejudicial to the interests of UKSUG.

c) Failure to perform the duties of office adequately.

d) Failure to attend 3 consecutive Committee meetings.

e) Failure to remain eligible for membership as defined by Article 4 for a period of 3 months.

ARTICLE 7 - FINANCE

7.1 The organisation shall have the right to charge membership subscription fees applicable to the different levels of membership.

7.2 The annual subscription shall be payable on a rolling basis, for 12 months from the day of joining. The day of joining shall be recognised by the date of the first invoice. Membership renewals shall be due every 12 months thereafter.

7.3 In the event that a membership fails to be paid for 12 months and a subsequent request for membership is made, the 1 off joining fee will again become due.

7.4 Use of Subscriptions shall include but not be restricted to the following:-

The monies raised by subscription shall be used to support the activities of the Group including funding and reasonable expenses of the committee members as incurred in performance of their duty.

7.5 The UKSUG financial year shall begin on the first day of January.

7.6 Financial liability beyond the limit of its resources shall not be incurred on behalf of the Group without the cover of a guarantor confirmed in writing. The Committee shall not act as guarantor for Group activities except by prior written agreement between parties.

7.7 In the absence of the Treasurer, the Chairman, Vice Chairman or Secretary shall have the power to draw a cheque on the UKSUG account for countersigning by one of the authorised officers.

7.8 The Group shall conduct its business in accordance with the financial regulations determined by the Committee.

ARTICLE 8 – GENERAL MEETINGS

8.1 Annual General Meetings shall be held to transact the following business:

a) To receive, and if approved, adopt, reports from the Committee on the year’s activities

b) To receive and, if approved, to adopt the statement of accounts for the preceding year.

c) To receive and, if approved, to adopt the income and expenditure budget for the forthcoming year, including setting the scale of subscription fees.

d) To appoint an independent examiner, who shall not be a member of the Committee.

e) To announce the Committee, as elected under Article 6, for the forthcoming year.

8.2 10 or more fully-paid-up members shall constitute a quorum.

8.3 Voting shall be by simple majority.

8.4 The Secretary shall call an Extraordinary General Meeting within 28 days of receipt of a written request signed by 10 members. Members shall be notified of the EGM not less than 14 days beforehand.

8.5 A proposal to amend this constitution shall be made to the Secretary in writing who shall lay the proposal before the next General Meeting.

Last Update November AGM 2008