THE PROGRAMMERS GUILD
ARTICLE 1 – DEFINITIONS AND ABBREVIATIONS
Section Term Definition
1.01 “Corporation” means the Programmers Guild.
1.02 “Board” and “Board of Directors” mean the Board of Directors of
1.02 “Director” means a member of the Board.
1.03 “Officer” means an officer of the Corporation.
1.04 “Member” means a member of the Corporation.
1.05 “Distance Meeting” means meeting via an electronic technology that emulates an in person meeting.
1.06 “Professional Programmer” means a person whose professional employment consists primarily of designing and implementing computer systems.
ARTICLE 2 – OFFICES
The principal office of the Corporation shall be located in the City of Summit and the State of New Jersey. The Corporation may also maintain offices at such other places as the Board of Directors may, from time to time, determine.
ARTICLE 3 – PURPOSE
Section 1 – Purposes. The Corporation serves the interests of its members while also serving the public interest in selected areas. Its public interested purposes are to:
· promote honesty, competency and economy in the development of software
· support rigorous standards for the development of software impacting public health or safety
· defend members from harassment for whistle-blowing related to issues of public health or safety
· promote equal opportunity in hiring decisions and the workplace
· promote the institution of an economically efficient market for programming labor under rules that are equitable to both the sellers and the buyers
· oppose unfair, inhumane or unprofessional treatment of programmers who are immigrants or guest workers
· oppose waste in publicly funded programs for the training of programmers
· elevate the understanding of computer technology by legislators
Its member interested purposes are to:
· seek higher wages and better working conditions for members
· seek full employment for members
· seek federally funded unemployment compensation, retraining and job placement assistance for programmers who have been displaced from their profession under federal guest worker programs
· change the Bureau of Labor Statistics measure of the rate of unemployment of programmers to include programmers who have been involuntarily displaced from their profession and are working elsewhere
· oppose legislation that lowers wages and support legislation that raises wages
· provide opportunities for training, certification, networking and job searches that give members an advantage over non-members
· provide group life, health and disability insurance for members who would otherwise lack them
· provide opportunities for socializing
Section 2 – No Private Inurnment. No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its members, trustees, 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 Section 1 hereof.
Section 2 – Lobbying. A substantial portion of the Corporation’s activities may be devoted to attempts at influencing legislation.
Section 3 – The Corporation may organize Political Action Committees or other lawful means for raising money for the campaigns of candidates for political office.
Section 4 – Dissolution. Upon the dissolution of the Corporation, its assets shall be distributed for one or more tax exempt purposes within the meaning of section 501(C)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not so disposed shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations as said Court shall determine, which are operated exclusively for such purposes.
ARTICLE 4 – Members
Section 1 – Members. The Corporation expects to have Members. From time to time it may not have Members.
Section 2 – Membership Provisions. The terms and conditions of membership shall be set out in an Addendum to these Bylaws.
ARTICLE 5 – BOARD
Section 1 – Number, Election and Term of Office. The number of Directors shall be 7. This number may be increased or decreased by the amendment of these bylaws by the Board. Members of the Board shall serve staggered, 2 year terms. If the Corporation has no Members, then the Board shall be elected by a majority of the votes of the then current Board. If the Corporation has Members then the Board shall be elected by the Members at the annual meeting of the Members. Each Director shall hold office until the end of his term, and until his successor is elected and qualified or until his prior death, resignation, or removal.
Section 2 – Qualifications. No person shall serve on the Board who is not a member.
Section 3 – Vacancies. Any vacancy in the Board shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors at any regular meeting or special meeting of the Board called for that purpose.
Section 4 – Duties and Powers. The Board shall be responsible for the control and management of the affairs, property, and interests of the Corporation and may exercise all powers of the Corporation, except as limited by statute.
Section 4 – Annual Meetings. An annual meeting of the Board shall be held on the first Wednesday in the month of February each year unless rescheduled by the Board.
Section 5 – Special Meetings. Special meetings of the Board shall be held whenever called the Chairman, an Officer or a Director at such time as may be specified in the respective notice or waivers of notice thereof.
Section 6 – Notice and Waiver. Notice of any special meeting shall be given at least five days prior thereto by written notice delivered personally, by mail, email or FAX to each Director at his address. Any Director may waive notice of any meeting, either before, at, or after such meeting, by signing a waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the lawfulness of the meeting.
Section 7 – Chairman. The Board may, at its discretion, elect a Chairman. At all meetings of the Board, the Chairman of the Board, if any and if present, shall preside.
Section 8 – Quorum and Adjournments. At all meetings of the Board, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these bylaws. A majority of the Directors present at the time and place of any regular or special meeting, although less than a quorum, may adjorn the same from time to time without notice, until a quorum shall be present.
Section 9 – Board Action. At all meetings of the Board, each Director present shall have one vote. Except as otherwise provided by statute, the action of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. Any action authorized in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. Any action taken by the Board may be taken without a meeting if agreed to in writing by all members before or after the action is taken and if a record of such action is filed in the minute book.
Section 10 – Distance Meeting. Any meeting of the Board may be a Distance Meeting.
Section 11 – Resignation and Removal. Any Director may resign at any time by giving written notice to another Board member, the Chairman or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such Officer and the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed for cause by action of the Board.
Section 12 – Compensation. No stated salary shall be paid to Directors, as such, for their services but by resolution of the Board a fixed sum and/or expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 13 – Liability. No Director shall be liable for any debt, obligation or liability of the Corporation.
ARTICLE 6 – OFFICERS
Section 1 – Number, Qualification, Election and Term. The Officers shall consist of a President, a Secretary, a Treasurer and such other officers as the Board may from time to time deem advisable. Being a Director is not a requirement for being an Officer. The Officers shall be elected by the Board at the regular, annual meeting of the Board. Each Officer shall hold office until the annual meeting of the Board next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.
Section 2 – Resignation and Removal. Any Officer may resign at any time by giving written notice of such resignation to the President or the Secretary or a Director. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Director or Officer and the acceptance of such resignation shall not be necessary to make it effective. Any Officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board at any time.
Section 3 – Vacancies. A vacancy in any office may, at any time, be filled for the unexpired portion of the term by a majority vote of the Board.
Section 4 – Duties of Officers. Officers shall, unless otherwise provided by the Board, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may from time to time be specifically decided by the Board. The President shall be the chief executive officer of the Corporation.
Section 5 – Compensation. The Officers shall be entitled to such compensation as the Board shall from time to time determine.
Section 6. Delegation of Duties. In the absence or disability of any Officer or for any other reason deemed sufficient by the Board, the Board may delegate his powers or duties to any other Officer or to any other Director.
Section 7. Shares of Other Corporations. Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board may authorize.
Section 8. Liability. No Officer shall be liable for any debt, obligation or liability of the Corporation.
ARTICLE 7 – COMMITTEES
Section 1 – Committees. The Board may, by resolution, designate an Executive Committee and one or more other committees. Such committees shall have such functions and may exercise such power of the Board as can be lawfully delegated, and to the extent provided in the resolution of resolutions creating such committee or committees. Meetings of committees may be held without notice at such time and at such place as shall from time to time be determined by the committees. The committees of the Corporation shall keep regular minutes of their proceedings and report these minutes to the Board when required.
ARTICLE 8 - BOOKS, RECORDS AND REPORTS
Section 1 – Annual Report. The President shall cause to be prepared annual or other reports required by law and shall provide copies to the Board.
Section 2 – Permanent Records. The Corporation shall keep current and correct records of the accounts, minutes of the meetings and proceedings and membership records (if any) of the Corporation. Such records shall be kept at the registered office of the principal place of business of the Corporation. Any such records shall be in written form or in a form capable of being converted into written form.
Section 3 – Inspection of Corporate Records. If the Corporation has Members, then these Members shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes and records of the Corporation.
ARTICLE 9 – FISCAL YEAR
Section 1 – Fiscal year. The fiscal year of the Corporation shall be the period selected by the Board as the tax year of the Corporation for federal income tax purposes.
Section 1 – Seal. The Board may adopt, use and modify a corporate seal. Failure to affix the seal to corporate documents shall not affect the validity of such document.
ARTICLE 11 – AMENDMENTS
Section 1 - Articles of Incorporation. The Articles of Incorporation may be amended by the Board.
Section 2 – Bylaws. These bylaws may be amended by the Board, except that Section 1 of the Addendum may not be amended.
ARTICLE 12 – INDEMNIFICATION
Section 1 – Indemnification. Any Officer, Director or employee of the Corporation shall be indemnified and held harmless to the full extent allowed by law.
Section 2 – Insurance. The Corporation may, but is not required to, obtain insurance providing for indemnification of directors, officers and employees.
Certified to be the Bylaws of the Corporation adopted by the Board of Directors on ___________________, 2001.
ADDENDUM TO BYLAWS OF
THE PROGRAMMERS GUILD
A NONPROFIT CORPORATION
Section 1 –Basic Requirements for Voting. The basic requirements for voting by an individual are that he or she is a member in good standing who is a citizen or permanent resident of the U.S. or Canada. The individual must also meet at least one of the following requirements:
Section 2. Voting Membership. Voting Membership is open to individuals who would be able to vote under the Basic Requirements for Voting if admitted to membership. The Board may add additional requirements for voting membership from time to time.
Section 3 - Non-voting membership. The board may create other non-voting classes of membership.
Section 4 – Admission and Termination. Any person who qualifies may be admitted to membership upon payment of such application fee and dues as shall be determined by the Board. A member may terminate his or her membership at any time by giving notice to an Officer or Director. The Board may terminate a Member who is ineligible for membership, who is delinquent in paying dues or who has acted contrary to the interests of the Corporation. Prior to termination of a Member, the Corporation shall give said Member 30 days written notice to pay the dues or appeal their case to the satisfaction of the Board.
Section 5 – Annual Meetings. The annual meeting of the Members of the shall be held each year on the first Tuesday in February at the principal office of the Corporation or at such other date and place as the Board may authorize, for the purpose of electing Directors and transacting such other business as may properly come before the meeting.
Section 6 – Special Meetings. Special meetings of the Members may be called at any time by the Board, the President, or by petition of 25% or more of Members.
Section 7– Notice of Meetings. Written, printed or electronic notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose of the meeting, shall be delivered personally, by mail or by email not less than ten days, nor more than sixty days, before the date of the meeting. Notice shall be given to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States or Canadian Mail with postage paid and addressed to the Member at his address as it appears on the records of the Corporation. If emailed, such notice shall be deemed to have been delivered when transmitted to the Member’s email address as it appears on the records of the Corporation.
Section 8– Waiver of Notice. A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 9– Quorum. Except as otherwise provided by Statute, or the Articles of Incorporation, at all meetings of Members of the Corporation, the presence at the commencement of such meetings of at least 1 member entitled to vote shall constitute a quorum for the transaction of any business.
Section 10– Distance Meeting. Any meeting of the Members may be a Distance Meeting.
Section 9 – Voting. Except as otherwise provided by Statute or by the Articles of Incorporation, any corporate action to be taken by vote of the Members, shall be authorized by a majority of votes cast. Except as otherwise provided by Statute or by the Articles of Incorporation, at each meeting of Members, each Member shall be entitled to one vote. Each Member entitled to vote may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing or via electronic messaging by the Member himself. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the person executing it shall have specified therein, the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. Any resolution in writing, signed by all of the Members entitled to vote thereon, shall be and constitute action by such Members to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of Members and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.