Articles of Incorporation & Bylaws

Articles of Incorporation
of the SPACE COAST PC USERS GROUP, INCORPORATED

We hereby associate to form a Not For Profit Corporation pursuant to Chapter 617 of the Florida Statutes, and as such set forth the following:

1) The name of this Corporation shall be Space Coast PC Users Group, Incorporated.

2) This Corporation is organized to:

a) Provide a forum for members of the IBM PC community for their mutual benefit, increased understanding, and utilization of the IBM PC.

b) To encourage experimentation and research in the current and potential uses of the IBM PC.

c) To provide an opportunity for all users of the IBM PC to exchange ideas, knowledge, and experience for the enrichment of all concerned.

d) To provide an opportunity for both formal and informal education in computer applications, hardware, and software technologies.

e) To provide a medium of communication with user groups in other areas (location and orientation.).

f) To provide an opportunity for the formation of special interest groups.

g) To provide a medium for the software exchange of public domain and contributed programs.

h) To assist members in acquiring computer hardware and software.

3) Persons qualified to be members of the Corporation and admission to membership shall be as prescribed by the Corporation’s Bylaws.

4) This Corporation’s existence shall be perpetual.

5) The Initial Registered Agent shall be Curtis F. Waters, whose address is 2720 Chapparal Drive, Melbourne, FL 32935.

I hereby accept appointment as the Initial Registered Agent.
/Signed/ Curtis F. Waters

6) The Incorporator of the Corporation is Curtis F. Waters, whose address is 2720 Chapparal Drive, Melbourne, FL 32935, whose address is the same as the Corporation’s office.

7) The initial Board of Directors shall be comprised of three (3) persons, who are as follows:

1- Alan Tietjen, 1760 Milton St, Titusville FL 32780
/Signed/ Alan Tietjen

2- Milancie Adams, 1760 Milton St, Titusville FL 32780
/Signed/ Milancie Adams

3- John Key, 1540 Monte Calco Ct, Merritt Island FL 32952
/Signed/ John Key

8)
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Trustees, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying out of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) in a political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.

9) Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization(s) which are organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization under the Internal Revenue Code of 1954 (as amended and/or superseded), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purpose.

In witness whereof, I have hereunto subscribed my name this 18th day of April, 1986.

/Signed/ Curtis F. Waters (Incorporator)
STATE OF FLORIDA
COUNTY OF BREVARD
Sworn to and subscribed to before me
this 18th day of April, 1986, by Curtis F. Waters,
Incorporator of Space Coast PC Users Group, Incorporated.

[SEAL] /Signed/ Phyllis J. Broadway (Notary Public)

 My Commission expires Oct. 8, 1987

ARTICLE I
Introduction
Section 1. Definition of Bylaws – These Bylaws constitute the code of rules adopted by the Space Coast PC Users Group, Inc. for regulation and management of its affairs.

Section 2. Purposes and Power – This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law.

ARTICLE II
Membership
Section 1. Membership – Any person or family who professes an interest in personal computers may apply to the Treasurer for membership. Corporate memberships are expressly forbidden. For purposes of this paragraph, a family is defined as “the immediate family of the applicant, all living at the same address.” Upon completion of a membership application and payment of dues said person or family will be accepted as a member.

Section 2. Voting Rights – During the business meetings of the corporation, each member shall cast one vote.

Section 3. Dues – The annual dues shall be payable to the Treasurer upon acceptance as a member and then annually. The Board can elect to waive members future annual dues if necessary. Dues not paid within 30 days after said meeting shall be delinquent and membership shall be automatically cancelled. Any member dropped because of delinquent dues may be reinstated upon payment of current dues. If membership of any member ceases, either voluntarily or involuntarily, no refund of fees or dues shall be made.

Section 4. Honorary Members – All Honorary members will be nominated by the Board of Directors and elected by a simple majority of members at any subsequent regular or special meeting. Only one Honorary member may be elected each year. There will be no annual dues for Honorary Members.

Section 5. Cancellation of Membership – Membership in this Corporation may be cancelled voluntarily by the member, or involuntarily by the Board of Directors for due cause, or for the member being more than thirty days late in paying the annual dues.

ARTICLE III
Meetings
Section 1. Regular Meetings – The regular meetings of the membership of the Corporation will be held on a date to be set by the Board of Directors.

Section 2. Annual Meeting – The annual meeting of the membership will be held as a part of the regular membership meeting in April of each year. In addition to regular business to be transacted, Officers will make annual reports to the membership and the nomination and election of Officers will be completed.

Section 3. Special Meetings – Special meetings may be called by a majority of the Board of Directors or by the President of the Corporation or upon the signed request of at least ten (10) members. Only business specified in the call may be transacted at any special meeting. Notice of such meeting must be by written notice containing the call and specific business, mailed at least ten (10) days prior to such meeting to the address of the members as contained in the Corporate Roster. Notice shall be effective when mailed to the address contained in the Corporate Roster.

Section 4. Quorum of Members – A Quorum for any meeting shall be 10% of the membership.

ARTICLE IV
Directors
Section 1. Number and Qualifications of Directors – The number of Directors of this Corporation will be seven (7). These Directors shall be the Officers of the Corporation. Any vacancies occurring on the Board of Directors between elections will be filled by election at the next regular meeting, with such Director serving until the next annual election of the Directors. The immediate past president may sit on the board in an advisory, non-voting capacity.

Section 2. Meeting of the Board of Directors – The Board of Directors will meet at least bi-annually and report to the membership as to the results of these meetings. The Board will meet at the call of the President or upon the call of at least two (2) members of the Board. The meetings of the Board of Directors must be held within Brevard County, Florida.

Section 3. Quorum of Directors – A majority of the Board of Directors will constitute a quorum. The act of the majority of the Directors present at a meeting at which a Quorum is present will be the act of the Board of Directors.

Section 4. Powers and Duties of Directors – The powers and duties of the Board of Directors are as follows:

1. To have complete supervision and control over the policies, operation and affairs of the Corporation;
2. To make recommendations to the membership regarding Corporate matters;
3. To authorize and file tax returns as prepared by the Treasurer of the Corporation;
4. To prepare an annual budget and submit it for approval to the membership at the annual meeting. The Board of Directors may from time to time submit admendments to the budget for the current fiscal year, which may be adopted by majority vote.
5. To perform such other duties as are specified in the Articles of Incorporation or as required in order to direct the activities of the Corporation.

ARTICLE V
Officers
Section 1. At the regular meeting held in January, a Nominating Committee of three members shall be elected by the members. It shall be the duty of this committee to nominate candidates for the offices to be filled at the annual meeting in April. The Nominating Committee shall report at the regular meeting in March and in the March issue of the newsletter. Before the election at the annual meeting, additional nominations from the floor shall be permitted.

Section 2. Selection of Officers – In the event a vacancy occurs in the office during its term, the general membership shall elect a person as successor at a special election held at the next current regular meeting.

Officers must be members of the Corporation. These officers shall be elected by majority vote at the Annual meeting and shall serve for a term of one year or until a successor has been duly elected and installed.

Section 3. President – The President shall be the Chief Executive Officer of the Corporation and shall exercise supervision over the activities and operations of the Corporation. He/she shall preside at all meetings at which he/she is present, including meetings of the Board of Directors. Except for the nominating committee, he/she shall appoint all committees and shall serve as a member ex officio of same.

Section 4. Vice-President – The Vice-President shall assume the duties of the President during his absence, serve as the single point of contact to software vendors and perform such other duties as directed by the Board of Directors.

Section 5. Secretary – The Secretary shall keep the minutes of all regular or special meetings of the Corporation and the Board of Directors. These minutes shall be retained in the files of the Corporation and shall be an official, accurate and permanent record of all business transacted at these meetings. As directed, the Secretary shall prepare official correspondence on behalf of the Corporation. He/she shall be the official keeper of all Corporate Records and files and shall deliver them to his/her successor. He/she shall keep the Seal of the Corporation.

Section 6. Treasurer – The Treasurer shall receive all funds, deposit and keep them in a financial institution selected and approved by the Board of Directors. He/she shall be responsible for the filing of all tax returns for federal, state and local taxes. He/she shall keep an accurate record of all money received and expended, and shall regularly report to the membership on the financial status of the Corporation. He/she shall serve without bond. At least quarterly, he/she shall submit an itemized statement of receipts and expenditures to the Board of Directors, together with written statements of funds on deposit. At the expiration of his/her term, he/she shall deliver all records and monies belonging to the Corporation to his/her successor.

Section 7. Journal Editor or Co-editors – The editor(s) shall be responsible for obtaining articles for The Journal, and shall publish The Journal. The editor(s) shall also be responsible for obtaining advertisements for The Journal.

Section 8. Club Webmaster – The Webmaster will be responsible for the creation and maintenance of the club’s website http://www.scpcug.com on the Internet World Wide Web.

Section 9. Club Membership – The Club Membership will be responsible for the maintenance of the membership database, and undertaking such other duties as are assigned by the Board of Directors.

Section 10. Delegation of responsibilities – Each officer may, with the approval of the Board of Directors, appoint one or more assistants, and delegate specific responsibilities to the assistant(s). Such assistants may be given suitable titles. The assistants shall not serve on the Board of Directors, except when substituting for the principal officer on the occasion of his/her absence.

ARTICLE VI
Committees
Section 1. Appointment – Except for the Nominating Committee, all Committees shall be appointed by the President. Committees, standing or special, shall be appointed from time to time as deemed necessary to carry out the work of the Corporation.

Section 2. Special Interest Groups (SIGs) – Special Interest Groups may be formed to provide for the special interests of the membership. These Special Interest Groups will be headed by a chair-person selected by the members of the SIG and approved by the Board of Directors. Such chair-person will have no official capacity except as it relates to the SIG.

ARTICLE VII
Operations
Section 1. Fiscal Year – The fiscal year of the Corporation will begin on May 1 and end on the last day of April.

Section 2. Inspection of Books and Records – All books and records of this Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time upon five (5) days written demand under oath stating such purpose. This demand shall be delivered to the Secretary and the Treasurer of the Corporation.

Section 3. Non-Profit Operations and Compensation – This Corporation will not have or issue any shares of stock. No dividends will be paid, and no part of the income of this Corporation will be distributed to its members or Directors. However, the Corporation may pay compensation in a reasonable amount to members or Directors for services rendered.

Section 4. Loans – This Corporation shall not borrow money to finance its operations or the acquisition of capital equipment unless such loans are first approved by 60% of the members present at the meeting at which the vote is taken.

Section 5. General – The Corporation shall at all times be governed by the following limitations:

1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Trustees, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying out of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) in a political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.
2. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization(s) which are organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization under the Internal Revenue Code of 1954 (as amended and/or superseded), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purpose.

ARTICLE VIII
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Corporation may adopt.

ARTICLE IX
Amendments
These Bylaws can be amended at any regular meeting of the Corporation by a 2/3 vote of the members present, provided that the amendment has been submitted in writing at the previous regular meeting. The Board of Directors shall insure the correctness of the amendment format and shall insure that the wording of the proposed amendment is published in the newsletter before its consideration at a regular meeting.

These bylaws were amended on the 8th day of May 1989.

These bylaws were amended on the 28th day of May 1990.

These bylaws were last amended on the 22nd day of April 1991.

These bylaws were last amended on the 26th day of October 1992.

These bylaws were last amended on the 26th day of April 1993.

These bylaws were last amended on the 26th day of September 1994.

These bylaws were last amended on the 26th day of February 1996.

These bylaws were last amended on the 27th day of April 1998.

These bylaws were last amended on the 24th day of August 1998.

These bylaws were last amended on the 27th day of September 1999.

These bylaws were last amended on the 27th day of February 2006.

These bylaws were last amended on the 30th day of April 2022.

This ends these bylaws.