VTLS Users' Group

VTLS Users' Group Bylaws

(Amended and approved, June 26, 1992)
(Amended and approved, April 25, 1996)
(Amended and approved, April 8, 1998)
(Amended and approved, April 26, 2001)
(Amended and approved, April 9, 2003)
(Amended and approved, May 4, 2006)

ARTICLE 1: NAME

1.1 The name of this organization shall be the VTLS Users' Group.

ARTICLE 2: PURPOSE

2.1 The purposes of this organization shall be:

To promote the common professional interests of all users of VTLS products, including software, hardware, and services;
To encourage and promote cooperation and communication among such users in order to improve the utilization of VTLS products and services;
To foster the education and professional growth of its members;
To stimulate and encourage the development and dissemination of techniques, applications, software, documentation and procedures primarily by VTLS and the members of the VTLS Users' Group;
To carry on any activity whatsoever which this organization may deem proper and convenient in connection with any of the foregoing purposes or any other lawful activity;
To maintain its archival records in a repository designated by the Executive Committee.

ARTICLE 3: LIMITATIONS

3.1 This group is not organized for profit. No part of its net earnings shall inure to the benefit of, or be distributable to, any of its members, officers, or other individuals, except that this organization 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 above. It is not the purpose of this organization to be a marketing agent of any corporation. Not withstanding any of the above statements of purposes or powers, this organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes set forth in Article 2 above.

ARTICLE 4: MEMBERSHIP

4.1 Any institution which has licensed VTLS software and which is dedicated to the purposes of the VTLS Users' Group shall be eligible for voting membership in the Users' Group.
4.2 Any individual or organization which does not meet the criteria set forth in Section 4.1, but which is dedicated to the purposes of the organization, may qualify as an affiliated, non-voting member of the organization.
4.3 Each institutional voting member or affiliated, non-voting member in good standing must pay, within the time and on the conditions set by the Executive Committee, such dues and/or assessments as may be fixed from time to time.
4.4 The membership of any voting member or any affiliated, non-voting member shall terminate upon failure of the member to meet any of the above conditions.
4.5 Any individual user of the VTLS software (from any institutional member in good standing) who is dedicated to the purposes of this organization is entitled to attend all scheduled meetings of the VTLS users' group, participate in all discussions, make motions, and serve on committees. Voting is restricted to one representative per institutional voting member. Each institutional voting member must identify its designated representative to the Chair of the Executive Committee prior to the beginning of any VTLS Users' Group meeting.

ARTICLE 5: MEETINGS

5.1 An annual meeting of all members shall be held during the year.
5.2 A special meeting of all members may be called at any time by the Executive Committee. A special meeting of all members may also be called by fifty percent (50%) or more of the members for any lawful purpose.
5.3 A written notice of each meeting of all members shall be given not less than thirty (30) nor more than ninety (90) days before each meeting to each voting member who (on the record for notice of the meeting) is entitled to vote at the meeting. The notice shall state the date, time and place of the meeting and, if elections are to be held, the names of all persons who are nominees at the time the notice is given to members. The notice shall also state the general nature of the business to be transacted and, in the case of the annual meeting, those matters which the Executive Committee, at the time of the notice, intends to present for action by the voting members.
5.4 A majority of those registered as attending will constitute a quorum for the transaction of business at a meeting of users. If a quorum is present at a meeting, the affirmative vote of a majority of the voting members present shall be the act of all the members. No action may be taken at a meeting in the absence of a quorum, other than the adjournment of the meeting by a majority of the votes present. Any meeting of members may be adjourned from time to time by the vote of a majority of the voting members present at the meeting.
5.5 Each voting member in good standing shall be entitled to one vote on each matter submitted to a vote by the members. Voting may be by voice, show of hands, or ballot. Upon the demand of any voting member made at a meeting before the voting begins, the election of members to the Executive Committee shall be by ballot.
5.6 Members at their discretion may hold regional meetings as long as notice of such meetings, giving date, time and location, is given to the Chairperson of the Executive Committee forty-five (45) days prior to the meeting. Notice of regional meetings should be made to all members by the Executive Committee. Members attending such regional meetings do not conduct business for the VTLS Users' Group.
5.7 Members at their discretion may organize special interest groups as long as these groups are open to all members and follow the VTLS Users' Group bylaws. Such special interest groups must notify the Executive Committee at least 45 days in advance of any meeting which they plan to hold. Special interest groups must keep the general membership aware of their activities by regular contributions to the VTLS Users' Group website.

ARTICLE 6: EXECUTIVE COMMITTEE

6.1 The Executive Committee of this organization shall consist of a Chairperson, a Vice Chair, the immediate past Chair, four at-large representatives, the leader of any geographic-based users group which has established some formal, official partnership or linkage with the VTLS Users' Group, and the following ex-officio (non-voting) representatives: one from VTLS, Inc., the Group's webmaster, who is appointed by the Executive Committee and a Secretary-Treasurer, who is also appointed by the Executive Committee.
6.2 All members of the Executive Committee except the representative appointed by VTLS, Inc., the Group's webmaster and the Secretary-Treasurer shall be elected. Elections for the Executive Committee shall be held annually. Each member of the Executive Committee shall serve for a term of two years. The Executive Committee shall take office immediately following the adjournment of the annual meeting. Tie votes will be decided through a lottery handled by the Chair.
6.3 Nominations for users to serve on the Executive Committee may be made at any time during the year to the Executive Committee. The slate of nominees will be voted upon and duly elected at the annual meeting by a majority vote. The persons receiving the most votes for vacancies shall be declared elected. In case of a tie, the incumbent Board will select from the nominees. The new board members shall assume office immediately after the annual meeting.
6.4 The duties of the Executive Committee shall be to collect dues or other assessments and issue payments as required, to plan the annual VTLS Users' Group meeting, to notify the membership of all meetings of members, and to prepare an annual report and financial statement.
6.5 Prescribed duties of the Chairperson shall be:

To schedule all meetings of members, including the Executive Committee;
To prepare, with the assistance of the rest of the Executive Committee, the agenda for the annual meeting;
To preside at the annual meeting and at all meetings of the Executive Committee;
To be the official representative of this organization in working with other organizations and companies.

6.6 The duties of the Vice Chair shall be:

To perform the duties of the Chair in his/her absence;
To disseminate appropriate information to the members pertinent to the interests and purposes of the organization.

6.7 The duties of the representative-at-large shall be to assist in the preparation of the annual meeting agenda and to contribute as called upon toward the accomplishment of the purposes of the organization.
6.8 A vacancy in the office of Chairperson or Vice Chair shall be filled by appointment (made by the Executive Committee) of a voting member of the organization. A vacancy in the position of representative-at-large will be filled by an alternate. The first alternate will be the first runner-up in the election. The second alternate will be the second runner-up in the election. Should no alternates be available, the vacancy shall be filled by appointment (made by the Executive Committee) of a voting member of the Organization.
6.9 The duties of the Secretary-Treasurer shall be:

To collect dues and/or assessments as may be fixed from time to time by the Executive Committee and to issue such payments as may be required by the Executive Committee;
To attend and prepare summaries of meetings held by the Executive Committee;
To periodically prepare and deliver to the designated archival repository all records generated by the Executive Committee and the VTLS Users' Group.

ARTICLE 7: STANDING COMMITTEES

7.1 Standing Committees shall be established by the Executive Committee of the VTLS Users' Group. The names of the Standing Committees shall reflect the names of the subsystems of VTLS's current software, but not be limited to them.
7.2 The purpose of the Standing Committees is to provide representative groups of users of VTLS products with subject expertise to:

Identify areas of software that could benefit from development through the compilation of lists of enhancements;
Exchange knowledge and information among committee members;
Obtain from VTLS customers recommendations for enhancements;
Provide informed responses to VTLS proposals for enhancements as requested;
Exchange information with Standing Committees of other VTLS Users' Groups.

7.3 The Executive Committee shall select one of its members as Coordinator of the Standing Committees. Serving a specified term as determined by the Executive Committee, the Coordinator is chiefly responsible for communicating between and among the Executive Committee, the various Standing Committees, VTLS, and general membership of the VTLS Users' Group.
7.4 Each Standing Committee shall include a Chair, appointed by the Executive Committee, and any interested members from the VTLS user community.
7.5 Specific responsibilities of the Coordinator and Chairs:
1. The Coordinator acts as liaison with the Chairs of the Standing Committees, contacts VTLS with enhancement suggestions, provides reports to the Executive Committee, and presents a report of Standing Committee activities at each VTLS Users' Group meeting;
2. The Chairs of the Standing Committees promote the discussion of software enhancements, send suggestions for software enhancements to the Coordinator for transmission to VTLS, and lead committee meetings at each VTLS Users' Group meeting.
7.6 Proposed enhancements shall be fully described with necessary detail and supporting documentation.
Full details on the structure and organization of the Standing Committees can be obtained by referring to the Steering Document entitled, Aim of the Standing Committees

ARTICLE 8: AMENDMENTS

8.1 These bylaws may be amended, repealed, or altered, in whole or in part, by a two-thirds vote of the institutional members present at the annual meeting, provided that a copy of any amendment proposed for consideration shall be mailed to each voting member at least thirty (30) days prior to the meeting. A mail-in vote from each current member institution may be solicited at an alternate time if a quorum is not available at an annual meeting.

ARTICLE 9: DISSOLUTION

9.1 Upon dissolution of the corporation, the assets shall first be used to satisfy outstanding obligations. Any remaining assets shall be distributed to current institutional members.

ARTICLE 10: CONDUCT OF MEETINGS

10.1 Robert's Rules of Order (newly revised) shall be the parliamentary authority for both executive committee and general meetings, except as otherwise provided in the bylaws. The secretary/treasurer will act as parliamentarian.