As adopted January 6, 1996, amended August 16,
2000
ARTICLE 1
NAME AND PURPOSE
SECTION 1. The NAME OF THIS
CORPORATION is the Maine Software Developers
Association. The acronym MESDA will refer to this
corporation.
SECTION 2. The PURPOSE
OF THIS ORGANIZATION is to promote the general welfare
of the software development and information technology
industry in the state of Maine.
ARTICLE 2
MEMBERS
SECTION 1. Firms and individuals
involved with or interested in promoting or supporting
the software and information technology industry in
Maine shall be eligible for membership in MESDA. Classes
of membership and membership privileges shall be
determined and authorized by the Board of Directors. All
members shall receive one vote regardless of membership
type or class or the number of people covered by a
particular membership.
SECTION 2.
Membership becomes effective upon acceptance of
the application by the Secretary of the Board of
Directors.
ARTICLE 3
DUES
SECTION 1. The ANNUAL DUES for each
type and level of membership shall be changed no more
than annually by a majority vote of the board of
directors. Such dues shall be payable by each member
upon receipt of an invoice for the same. Memberships
will be good for a twelve month period or other time
periods as might be determined by the Board of
Directors.
SECTION 2. SPECIAL DUES
may be imposed to finance specific projects of MESDA,
but only upon a two-thirds vote of all responding
members in a special ballot addressed to the entire
membership of MESDA.
SECTION 3.
MEMBERS FAILING TO PAY THEIR DUES or subscriptions
within 30 days from the time that the same accrue shall
be notified by the Secretary and if payment is not made
within 30 days following shall be reported to the Board
of Directors as in arrears, and, if so ordered by the
Board, shall be dropped from the roll and thereupon
forfeit all rights and privileges of membership.
ARTICLE 4
MEETINGS
SECTION 1. THERE WILL BE ONE REGULAR
MEETING OF THE MEMBERS OF MESDA annually on a date
selected by the Board of Directors, at a time and place
designated by the Board of Directors to elect the
directors, amend bylaws if necessary, and conduct any
other necessary business.
SECTION
2. REGULAR MEETINGS OF THE BOARD OF DIRECTORS
will be held immediately following the regular meeting
of the membership of MESDA without further notice to
said Directors. The Board of Directors will conduct at
least four meetings each year. Any member of MESDA may
attend any official meeting of the Board of Directors
unless it is declared to be an executive session. No
member, however, unless a Director or Officer, shall be
entitled to vote at such meetings. The Secretary shall
mail or post electronically notices of the regular
meetings, the special meetings of the Board of Directors
to the members of the board not less than seven days
before the date on which such a meeting shall be held.
SECTION 3. SPECIAL MEETINGS of the
members or of the Board of Directors may be called by
the President at any time and must be called by the
President upon the written request of one quarter of the
members of the Board of Directors. The Secretary shall
mail or post electronically notices of the regular
meetings, the special meetings or the Board of Directors
meetings to the people concerned not less than seven
days before the date on which such a meeting shall be
held. This notice will state the purpose of the meeting
and shall specify the hour and the place at which it
will be held. When, in the discretion of the President
matters of extreme emergency arise, the President may
call a special meeting of MESDA or of the Board of
Directors on twenty-four hours notice by telephone or
electronic mail.
SECTION 4. A
QUORUM OF THE MEMBERSHIP at a meeting of the membership
shall be one-eighth of the regular active membership. A
QUORUM OF THE BOARD OF DIRECTORS shall be one-quarter of
the total membership of the Board of Directors.
SECTION 5. AT ALL MEMBERSHIP
MEETINGS, EACH MESDA MEMBER GETS ONE (1) VOTE.
Similarly, at all Directors' meetings each Director or
Officer gets one (1) vote.
SECTION 6.
The Board of Directors shall have the power to
call for a BALLOT BY MAIL, ELECTRONIC MAIL, TELEPHONE,
ITV OR TELEGRAPH from each active member and such a
ballot shall have the same effect as a vote cast at a
meeting of the members of MESDA.
ARTICLE 5
BOARD OF DIRECTORS
SECTION 1. The NUMBER OF DIRECTORS
shall normally be 18, but it may be adjusted by the
membership at the annual meeting so it is at least 12
and no more than 24. Directors can be elected from any
class of membership.
SECTION 2.
Except for the initial Board of Directors, which shall
be self-appointed, DIRECTORS WILL BE ELECTED AT THE
REGULAR SPRING MEETING OF MESDA. At least 30 days prior
to the date at which Directors shall be elected, the
President will appoint a Nominating Committee to prepare
a proposed slate of Directors to present for
election.
SECTION 3. If the BALLOT
METHOD is chosen, ballots listing a proposed slate of
Directors, with blank space for additional nominations,
shall be mailed out at least two weeks prior to the
stated election deadline, and all votes received on or
before the deadline date shall be counted.
SECTION 4. If elections are
CONDUCTED AT THE REGULAR MEETING, or at any Special
Meeting, additional nominations may also be made from
the floor at the meeting by any member in good standing
and when properly seconded and approved by a quorum of
the membership at the meeting shall be added to the
ballot.
SECTION 5.ELECTION RESULTS
will be determined by approval of the slate of Directors
and/or additional nominations by a quorum of the
membership. SECTION 6.ONE THIRD OF
THE BOARD OF DIRECTORS will be elected by ballot at the
meeting designated for this purpose. Directors will
serve for a three year term. At the first regular
meeting of MESDA, the entire Board of Directors will be
elected. One third of the Directors will be elected for
a one year term, one-third for a two year term and one
third for a three year term. A Board member or Officer,
other than the Executive Director, who has been elected
for a full term of three years shall be eligible to
serve only one consecutive term and shall not be
eligible for re-election until one year following the
expiration of the member's most recent term in office.
SECTION 7.THE ENTIRE MANAGEMENT
OF MESDA will be vested in the Board of Directors
between membership meetings. The Board of Directors may
create an Executive Committee and such other committees
as may be appropriate and may delegate to them interim
management of the association.
SECTION 8.ANY VACANCY ON THE
BOARD OF DIRECTORS that arises through death,
resignation, incapacity to act or other cause shall be
filled by the Board of Directors for the unexpired term
of the Director whose place shall be vacant. Such a
successor shall hold office until the election and
qualification of his/her successor. A majority of the
Board may remove a fellow Director for failure to attend
three consecutive Board of Directors meetings. The
membership shall have the power to remove any Director
by a two-thirds vote of the active members.
ARTICLE 6
OFFICERS
SECTION 1. The Board of Directors
shall, after their election, elect a PRESIDENT, A
VICE-PRESIDENT, A SECRETARY AND A TREASURER, each of
whom must be a member of the Board of Directors. Each
shall serve for a term of one year, or until a successor
shall have been appointed and shall have
qualified.
SECTION 2. The Board of
Directors may hire PEOPLE TO CARRY OUT THE ACTIVITIES OF
MESDA and delegate to them the powers necessary to
fulfill their assignment.
SECTION
3.THE PRESIDENT shall be the executive officer
of the Association. The President shall preside at all
meetings of MESDA and at all meetings of the Board of
Directors. The President shall be an ex-officio member
of all committees and shall exercise such other powers
as the Board of Directors shall assign to the President.
The President shall appoint all committees, task forces
and special interest groups, subject to confirmation by
a resolution adopted by a majority of the Board of
Directors. The President shall appoint a person to chair
each of these committees/groups, subject to confirmation
by a resolution adopted by a majority of the Board of
Directors. The President shall appoint individuals to
serve when MESDA is requested to nominate individual(s)
to participate on outside Boards or Committees, subject
to confirmation by a resolution adopted by a majority of
the Board of Directors.
SECTION 4.
THE VICE-PRESIDENT shall perform the duties and
functions of the President during the President's
absence.
SECTION 5. THE SECRETARY
shall attend all meetings of MESDA and of the Board of
Directors, and shall keep minutes of all proceedings of
such meeting and perform such other duties as the Board
of Directors may require.
SECTION 6.
THE TREASURER shall collect and receive all moneys of
MESDA. The Treasurer shall pay all bills and keep
accurate account thereof. At each regular meeting of the
Board of Directors the Treasurer shall present for
approval a written report of all financial transactions
and perform such other duties as the Board of Directors
may require.
SECTION 7. THE
EXECUTIVE DIRECTOR may be appointed by the Board of
Directors as assistant to the President. If appointed,
the Executive Director shall perform those duties
delegated by the Board of Directors. The Executive
Director shall not be required to be a member of MESDA
or of the Board of Directors. The Executive Director's
remuneration shall be fixed by the Board of
Directors.
ARTICLE 7
REFERENDUM
If the President or three members of the Board of
Directors are of the opinion that a subject under
consideration by the Board of Directors is general in
its application to MESDA's members and is of such
importance as to require an expression of opinion from
the members of MESDA as a guide to the Board of
Directors acting on the subject, the President shall
submit such subjects to each member of MESDA and request
from each member a written expression of opinion. This
may be done using electronic mail.
ARTICLE 8
INDEMNIFICATION
To the maximum extent permitted under 13-B M.R.S.A. ยง
714, MESDA shall indemnify its directors, officers and
employees.
ARTICLE 9
RULES OF ORDER
All meetings of the membership and of the Board of
Directors will be conducted in accordance with ROBERT'S
RULES OF ORDER except as here provided.
ARTICLE 10
AMENDMENTS
These bylaws may be altered or amended by a majority
vote of the active membership present at any meeting of
the members of MESDA at which a quorum is present,
provided notice of such proposed action shall have been
given with notice of the
meeting.
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