ARTICLE I: NAME

The name of this non-profit corporation shall be MFG-PRO Southeastern User Group (dba QAD Southeastern User Group, hereafter "SEUG").  It is hereinafter referred to in these Bylaws as the Association. 

Federal identification number is 56-2176128.

 

 

ARTICLE II: MEMBERS

1. Classes.  There shall be THREE classes of membership:

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  (a) Regular Members.  Regular Members “customers” shall be any company or other business entity that licenses software produced by QAD, Inc. 

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  (b) Associate Members. Associate members “vendors” shall be any company or business entity that provides products and/or services to Regular Members.  Companies whose primary purpose is to be an employment agency or “headhunter” firm are not eligible to be Associate members.

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  (c) Individual Members. Individual Members are people who desire to work for a company that licenses software produced by QAD, Inc and is or will become a Regular Member or Associate member.  Individual Members cannot act as an employment agent or work with a headhunter for the purpose of recruiting individuals for employment to other companies.  Individual Membership is limited to 2 consecutive annual terms and the Individual Member must convert their membership to either a Regular Member or Associate Member by the end of the 2-year term.  If the Individual Member has not become a Regular Member or Associate Member by the end of the second full year of Individual Membership, the Individual Members’ membership will be determined at the discretion of the Board.  If the Individual Member moves to either a Regular Member or Associate Member, and leaves employment to become independent, that individual may apply for Individual Membership again and the term limit is reset.  Individual Members shall not be included in equity distributions should the Association be dissolved per Article X. 

 

2. Voting Rights.  Each Regular Member of the Association is permitted one vote keeping in mind each Regular Member is a company and not per person.  Each Regular Member can appoint one proxy to vote on their behalf if not present.  Associate Members and Individual Members shall have no voting rights.  

 

3. Other Rights and Privileges.  All members shall receive Association publications, shall have the privilege of attending the Association's meetings, and shall enjoy such other rights and privileges not inconsistent with these Bylaws as the Board of Directors may from time to time confer.

 

4. Applications.  Any business or individual desiring to become a Regular, Associate, or Individual member of the Association shall apply to do so, on forms to be approved and supplied by the Association for that purpose.  Applications must be accompanied by the dues required for the first year of membership, as established by the Board of Directors under the authority of section 5 of this Article.  Dues are outlined in Article XIV.

 

5. Dues.  The Board of Directors shall establish the amounts of dues required to be paid by regular and associate members, respectively on an annual basis.  No business or individual shall be permitted to become or remain a member of the Association without paying the required dues.  Members whose dues are more than ninety (90) days in arrears shall be terminated. Annual membership starts on the date of initial membership and renews annually thereafter.

 

6. Meetings.

  (a) Business Meetings

     (i)   Annual meeting.  There shall be an annual meeting of the membership of the Association, to be held at a time and place to be determined by the Board of Directors, for the election of directors and such other business as may properly come before the

meeting.  This meeting may be at a designated location or conducted virtually at the Board’s discretion. 

     (ii) Other Meetings. Special meetings of the membership may be held upon the call of the Board of Directors or a majority of the members, at the time and place stated in the call.

     (iii) Notice.  Notice per Article III section 11

 (b) User Conference Meetings.  As defined in Article XV

 

7. Termination of Membership.

  (a) General rule.  Membership in the Association shall terminate upon the resignation of a member, upon its termination for failure to pay dues, or upon its expulsion from membership for violation of the Bylaws or commission of any act injurious to the reputation and standing of the industry or the Association.  The Board of Directors has the authority to revoke membership to any individual or company due to discriminatory or harassing behavior or other acts deemed inappropriate by the Board of Directors.  

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  (b) Expulsion.  No member shall be expelled, except upon written recommendation by the Board of Directors after a hearing at which the member whose expulsion is being recommended was given an opportunity to be heard in its own defense.  Expulsion shall then be upon a unanimous vote of the Board of Directors.  If unanimous vote by the Board cannot be achieved, expulsion shall be determined by two-thirds (2/3) vote of the Regular Members of the Association present and voting at a duly constituted meeting held not less than thirty (30) days after the communication of the directors' recommendation at which the member whose expulsion shall receive an opportunity to be heard in its own defense.

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  (c) Forfeiture.  Upon resignation or expulsion from the Association, any and all rights and privileges of membership, and any interest in the property or other assets of the Association, shall be forfeited.

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  (d) Liability for dues.  Resignation, suspension, or expulsion from membership shall not relieve the business from liability for any unpaid dues or other duly assessed fees or charges. 

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  (e)  Individuals who leave the employment of a Regular or Associate Member or whose Regular or Associate Member employer drops membership may apply as an Individual

Member.  Dues for the Individual Member will be waived for the remainder of the original Regular or Associate Members term.  

 

 

ARTICLE III: BOARD OF DIRECTORS

 

1. General Powers.  The property, affairs, and business of the Association shall be managed and controlled by its Board of Directors.  The Board of Directors may by general resolution delegate to officers of the Association and to committees such powers as provided for in these Bylaws.  Each member on the Board of Directors is permitted one vote independent of membership status.

 

2.  Number.  The number of directors shall not exceed 15 and shall not be less than 5.  The Board will seek to establish majority participation on the Board of Directors from Regular Member firms. The Board may, at its discretion, develop a policy to define the margin of majority or other criteria related to this provision.

 

3.  Terms.  The Directors shall serve a term of three (3) year or until their successors are elected and qualified.  Directors may succeed themselves in office.  The Board of Directors shall establish a procedure so that one-third (1/3) of the membership of the Board of Directors is elected each year.

 

4. Qualifications.  All Board Members must be either Regular, Associate, or Individual Members in good standing.

 

5. Nominations.  Nominations for Directors will be taken by the Board from member companies prior to the Board of Directors election time at the Association's annual meeting.  The Board shall set procedures as to the submission and review of written nominations.

 

6. Election of Directors.  Pursuant to Article II, Sec. 6(a), the election of Directors shall occur at the Association's annual meeting to be held at a time and place to be determined by the Board of Directors.  Election of new Directors shall be determined by a majority vote of Regular Members, pursuant to Article VIII Regular Member of the Association shall designate no more than ONE person who shall be an owner or officer of the member to be its representative in Association voting matters.

 

7. Resignation.  Any Director may resign at any time by giving written notice to either Co-Chair.  Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Co-Chair or Board of Directors.

 

8. Removal.  Officers may be removed from office, while serving, upon written request of the exiting board member or by a majority percentage vote of the board members. An affirmative vote by the majority of the board members will remove the Officer. The Board will then appoint an interim Officer to take the previous Officer’s place. An email message will be considered a written request. The voting process must follow provisions outlined in Article VIII and will be recorded in the user group minutes by the group secretary.

 

9. Vacancies.  Vacancies among a Director's term, whether caused by resignation, death, or removal, may be appointed by majority approval of all existing Directors. 

 

10. Meetings.  

  (a)   The Board of Directors shall provide by resolution the time and place (physical or virtual) for the holding of the annual meeting of the Board, and any other regular meetings of the Board.

  (b)   Special meetings of the Board of Directors may be called by either Co-Chair, or by a majority of the voting Directors then in office, who may fix any place as the place for holding any special meeting.

 

11. Notice.  

  (a)  Notice of special meetings of the Board of Directors shall be given at least seven (7) days prior to the meeting time.

  (b) Notice for emergency meetings may be given at least one (1) hour prior to the meeting time.  Emergency meetings must state that they are emergency meetings at the time notice is sent.

  (c)  Notice process is at the Directors' choice, either personally or sent by parcel mail, facsimile, or electronic mail to each Director at their address as shown by the records of the Association.  If by parcel mail, such notice shall be deemed to be delivered when deposited with the courier service in a sealed envelope so addressed, with postage thereon prepaid.  If notice be given by facsimile or electronic mail, such notice shall be deemed to be delivered when transmitted.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

 

12. Quorum.  The presence in person, or by teleconference of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.  If less than a majority of the Directors are present in person or by teleconference at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

 

 

13. Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.  Directors may attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other.

 

 

14. Informal Action.  Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

 

15. Compensation.  Directors shall not receive any stated salaries for their services as such, but by resolution of the Board of Directors a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving reasonable compensation therefore.

 

 

ARTICLE IV: OFFICERS & POSITION DESCRIPTIONS

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1. Officers.  The officers of the Association shall be two Co-Chairs, Treasurer, and a Secretary, and such other officers as may be elected in accordance with other provisions of this Article and Article XIII

 

2. Selection.  The officers of the Association shall be elected annually by the Board of Directors at the annual meeting of the Board.  If the election of these officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until their successor shall have been duly elected and shall have qualified.

 

3. Removal.  Any officer, except the Co-Chair, elected or appointed by the Board of Directors may be removed by a majority vote of the Board whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.  Either Co-Chair shall be removed only upon a two-thirds (2/3) vote of the Directors.  Voting process must follow provisions outlined in Article XIII.

 

4. Vacancy.  A vacancy in any Officer’s position because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

 

5.    Officers.

  (a)   Co-Chairpersons.   There shall be two co-chairpersons elected. Either Co-Chair may act as the principal executive officer of the Association and shall exercise general supervision over meetings of the Board of Directors, the affairs of the Association its officers, and personnel, consistent with policies established by the Board of Directors and the organization’s Bylaws.  Either Co-Chair may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association; and in general shall perform all duties incident to the office as prescribed by the Board of Directors. The Co-Chair may authorize and approve expenditures and take such other steps they shall deem necessary to advance the purposes of the Association, provided such steps do not exceed the scope of authority granted them by the Board of Directors.  Each Co-Chair shall act in the absence of the other to carry out the work of the organization.  

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  (b)  Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Co-Chair or by the Board of Directors.  The Treasurer shall be responsible for the administration and oversight of the Association's financial records, initiation of an annual audit, compliance with statutory reporting requirements, tax returns, and tax payments.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the Board of Directors shall determine.

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  (c)   Secretary.   The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; be custodian of the corporate records of the Association; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Co-Chair or by the Board of Directors.

 

6. Associate Board Positions.  These board positions do not have voting rights on the board and may not be invited to all board meetings.

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  (a) QAD/User Group Liaison.  The Board may establish regular correspondence with a QAD employee to coordinate user group business with QAD and the other board members. The QAD/User Group Liaison will not have voting rights in any matters concerning the Membership or Board of Directors.

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  (b) Administrative Director/Management Company.  The Board of Directors may elect to hire one or more paid administrative directors or an Association Management company for the Association.  Such director(s) or firm shall be responsible for carrying out policies and administrative duties set by the Board of Directors, for conducting the daily affairs of the Association and for the employment of all other paid Association personnel. This position does not grant voting rights; however, a person filling this role may have voting rights based on another role on the board.

 

7.  Other Positions.  Other non-officer positions that may be filled at the Board’s discretion.

  (a) Editors.  Editors shall be responsible for creating newsletters to be published at least twice a year. This newsletter will be distributed to Members. The newsletter shall contain articles relating to QAD, Progress, manufacturing and user group news.

  (b) Vendor Coordinator.  Vendor Coordinator(s) shall be responsible for coordinating vendor fair participants, sponsorships, room arrangements, memberships and on-site logistics of the vendor fair.

  (c)  Web Master.  Web Master shall be responsible for the publication of documents and maintenance of the user group web site and recommendation for web site software.

 

ARTICLE V: COMMITTEES

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1. Authority.  The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees of its members, each of which shall consist of two or more persons, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Association; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or them by law.

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  (a) Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated and appointed by resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the Co-Chair as authorized by a like resolution of the Board.  Membership on such committees need not be limited to Directors.
 

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

 

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

 

4. 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.

 

5. Manner of Acting.   Unless otherwise provided in the resolution of the Board of Directors 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.  Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

 

ARTICLE VI:

CONTRACTS, PAYMENTS, DEPOSITS AND FUNDS

 

1. Contracts.   The Board of Directors may authorize any officer or officers, agent, or agents of the Association 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 the Association and such authority may be general or confined to specific instances.

 

2. Payments.   All online payments, checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association, shall be signed or authorized by such officer or officers, agent, or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed or authorized by the Treasurer or either Co-Chair of the Association.

 

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

 

4. Funds.   The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.

 

ARTICLE VII:

BOOKS AND RECORDS

 

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

 

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ARTICLE VIII:

FISCAL YEAR

 

The fiscal year of the Association shall begin on the first day of January and end on the last day of December.

 

 

ARTICLE IX:

INDEMNIFICATION

 

 Any present or former Director, officer, or employee of the Association, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified by the Association against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or their legal representative may be made a party by reason of their being or having been such a Director, officer, or employee serving or having served the Association, except in relation to matters as to which they shall be found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct.

 

ARTICLE X:

DISSOLUTION

 

The Association may be dissolved by a two-thirds (2/3) vote of the Board of Directors. The voting process must follow provisions outlined in Article XIII.  Upon dissolution of the Association, any funds remaining after the payment of all debts may be distributed to the Regular members of the Association at the time of dissolution in a manner determined by the Board of Directors or to one or more organizations exempt from federal taxation under §501(c)(3) or §501(c)(6) of the Internal Revenue Code.

 

 

ARTICLE XI:

PROCEDURE

 

The rules contained in the most recent edition of Robert's Rules of Order shall provide the rules of procedure for the Association where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.

 

 

ARTICLE XII:

AMENDMENTS TO BYLAWS

 

These Bylaws may be altered, amended, repealed or new Bylaws adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least seven (7) days' written or electronic notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.

 

 

 

ARTICLE XIII:

VOTING PROCESSES

 

1. Voting types defined

(a) Balloting – Including but not limited to parcel, email, polling or other method as determined by the Board.

(b) In person visual - Including but not limited to voice (in person or electronically), show of hand or other method as determined by the Board.

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2. The result of all elections and votes will be recorded by the secretary. 

 

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ARTICLE XIV:

DUES PER CALENDAR YEAR

 

Member Company Dues - $200 per facility

Associate Member Dues - $250 

Individual Member Dues – $150

 

ARTICLE XV:

CONFERENCE MEETINGS

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1. Purpose.  (a) The purpose of periodic conferences is to provide the membership with access to training, and information that is relevant to the use of the software provided by QAD.  This includes but not limited to new features, best use of existing features, QAD product direction, and access to third parties that support QAD.

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2. Frequency. (a) The User Group will have meetings two times a year when practical, with the dates determined by the board members. QAD’s yearly User Conference will be considered as a third meeting.

 

3. Attendance.

(a) Members may have as many individuals attend as they would like if the fees are paid for each according to the fee schedule.  

(b) Nonmembers may attend at the nonmember rate unless the nonmember is a vendor or could be considered as a candidate for Associate membership. 

(c) Prospects can attend meetings with an invitation from a QAD Representative or a Vendor Partner. Prospects must pay the member rate or the inviting company can pay the fee for them.

 

4. Fees.

(a) Member Conference Fees – Set by Board for each conference

(b) Non-Member Conference Fees – Set by Board for each conference

(c) Associate Member Conference Fee – Set by Board for each conference

(d) Board Members – Conference fees waived