The name of the Corporation shall be INTERNATIONAL DB2 USERS GROUP, and may from time to time be referred to as IDUG.
ARTICLE II PURPOSES
Section 1 - Not-For Profit: The Corporation is organized under and shall operate as an Illinois Not For Profit Corporation, and shall have such powers as are now or as may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.
Section 2 - Purposes: The purposes of the Corporation are:
- To promote education and exchange of technical information concerning the DB2 Family of Products and/or related products within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
- To establish channels for the education and communication of information to and from members in the field of information processing;
- To conduct conferences, meetings, discussion groups, forums, panels, lectures, and other programs concerned with the development and exchange of information among members;
- To encourage and strengthen participation of all qualified users;
- To promote the acceptance of (DB2) the DB2 Family of Products as the standard database technology across multiple environments;
- To encourage the development of products compatible with the DB2 Family of Products and,
- To provide a forum for the promotion of excellence in information processing through recognition of those individuals who, judged by their peers, put forth the highest effort and succeed in best utilizing DB2 relational technology within their enterprises.
Section 3 - Rules: The following rules shall conclusively bind the Corporation and all persons acting for or in behalf of it:
- No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, 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 herein.
- The Corporation shall not adopt any practice, policy or procedure which would result in discrimination on the basis of race, religion, or creed.
ARTICLE III REGISTERED-OFFICE,-AGENT-AND-SEAL
Section 1 - Registered-Office-and-Agent: The Corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the State of Illinois and such other registered agents as the Board of Directors may from time to time determine.
Section 2 - Seal: The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Illinois."
ARTICLE IV MEMBERS
Section 1 - Classes-of-Members: The Corporation shall have six classes of members.
Section 2 - Founding Member: Two members, PLATINUM technology, inc. and KPMG Peat Marwick LLP, will be designated as Founding Members by IDUG in recognition of their co-founding effort and financial contribution to the Corporation. Each Founding Member shall be allowed to exhibit-the approved IDUG Founding Member association logo in its promotional material. The two Founding Members also have permanently endowed the KPMG Peat Marwick LLP/PLATINUM technology Award for Information Excellence, which they shall fund and administer under the direction of the Board of Directors.
Section 3 - User Member: A User Member may be any individual directly involved in the management, usage, training and/or application of the DB2 Family of Products within his or her organization. To remain a User Member, a person must attend one IDUG sponsored conference, pay dues established by the Board of Directors, or as otherwise directed on the IDUG website.
Section 4 - Vendor-Members: Vendor members are companies or individuals other than consultant members whose primary business is to market and/or sell information technology products and/or services that include the support of the DB2 Family of Products. There shall be two categories of Vendor Members. Only Vendor Members in good standing will be eligible for Vendor Presentation Sessions at IDUG conferences, exhibit or have hospitality suites in conjunction with IDUG events.
- Charter-Vendor: Twenty-five charter memberships shall be awarded to the first twenty-five eligible Vendor Members who purchase life-time association vendor memberships as established by the Board of Directors. Privileges of Charter Membership in good standing include:
- Life-time membership in IDUG.
- The privilege of displaying the approved IDUG Charter Vendor Member logo.
- Priority rights to contract for vendor presentation sessions, exhibit-space and hospitality suites at IDUG sponsored events. Charter Vendor Members shall have first priority in selection of vendor presentation sessions, available exhibit-space or hospitality suites, in the order in which they become Charter Members of IDUG.
- Regular-Vendor: Regular Vendor Memberships shall be available to all vendor members in good standing who have paid the annual Vendor Member dues as established from time-to-time by the Board of Directors. Privileges of Regular Vendor Members shall include:
- Annual membership in IDUG.
- The privilege of displaying the approved IDUG Vendor Member logo.
- The right to contract for available presentation sessions, exhibit-space and hospitality suites.
Section 5 - Consultant-Member: Consultant Members are individuals who work independently or for a company whose primary business is to provide information technology services that include support of the DB2 Family of Products. To remain a Consultant Member, a person must attend one IDUG conference, pay dues established by the Board of Directors, or as otherwise directed on the IDUG website. Consultant members shall have the right to contract for available presentation sessions, exhibit space and hospitality suites.
Section 6 - Associate Member: Any individual with an interest deemed compatible with the goals of the association, but who does not meet the requirements for User, Vendor or Consultant membership. To Remain an Associate Member a person must attend one IDUG sponsored conference, or pay dues established by the Board of Directors, or as otherwise directed on the IDUG website.
Section 7 - Application-for-Membership: Applications for membership in IDUG shall be made in writing on forms which are approved from time to time by the Board of Directors. Applications shall be processed in accordance with IDUG policies and under the supervision of the secretary.
Section 8 - Voting-Rights: Each Member (be they a User, Vendor, Consultant or Associate), world-wide, (also referred to as a "Voting Member") shall be entitled to one vote on each matter submitted to a vote of the members.
Section 9 - Resignation: Any member may resign by filing a written resignation with the secretary.
Section 10 - Termination-of-Membership: Membership may be terminated by the Board of Directors for failure to maintain eligibility requirements or failure to meet monetary obligations to the Corporation. The members by affirmative vote of two-thirds of all of the members eligible to vote may expel a member for cause after an appropriate hearing.
Section 11 - Dues: The Board of Directors shall establish dues and any other special assessments deemed necessary to the purposes of the Corporation.
ARTICLE V MEETINGS OF MEMBERS
Section 1 - Annual Meeting: An annual meeting of the members shall be held in each year at such time as the Board of Directors may determine, at a place selected by the Board of Directors for the transaction of such business as may come before the meeting. The annual meeting may also elect the president elect and directors if this has not already been completed by an electronic vote of the members. If such day be a legal holiday, the meeting shall be held at the same hour on the next succeeding business day. If the election of the president-elect and the directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as conveniently may be.
Section 2 - Special-Meeting: Special meetings of the members may be called either by the president, the Board of Directors, or by not less than one-half of the members having voting rights.
Section 3 - Place-of-Meeting: The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Illinois; provided, however, that if all the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4 - Notice-of-Meetings: Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than five nor more than forty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting.
In the case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid. Any member may waive notice of any meeting.
Section 5 - Informal-Action-by-Members: Any action required to be taken at a meeting of the members of the Corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 6 - Quorum: Directors shall be elected by presenting a slate of candidates to the members and receiving approval from a majority of those voting Such elections may be conducted by mail or electronically to the extent allowable by law as provided by the Board of Directors.
Section 7 - Proxies: At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
ARTICLE VI OFFICERS
Section 1 - Officers: The officers of the Corporation shall be a president, a president-elect, a past president, a treasurer, a secretary, and such other officers as shall be appointed by the Board of Directors. Officers need not be residents of Illinois.
Section 2 - Election,-Appointment, and Term of Office: The president-elect shall be elected by the Voting Members at their annual meeting or electronically to the extent allowable by law as provided by the Board of Directors. The president-elect shall be elected for a one-year term. The vice-presidents shall be appointed by the Board of Directors from among the directors-at-large for terms concurrent with their terms as directors.
Section 3 - Removal: Any officer may be removed by the Voting Members whenever in its judgment the best interests of the Corporation would be served thereby.
Section 4 - Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may, but need not, be filled by the Voting Members for the unexpired portion of the term.
Section 5 - President: The president shall be the principal executive officer of the Corporation and shall in general supervise and control all of the affairs of the Corporation. He shall preside at all meetings of the Board of Directors and shall be the Chairman of the Board. He may sign, with the secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6 - President-Elect: In the absence of the president or in the event of his inability or refusal to act, the president-elect shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The president-elect shall become president upon the expiration of the president's term.
Section 7 - Past President: The past president shall perform such duties as are assigned by the president from time to time.
Section 8 - Vice-Presidents: The vice-presidents shall perform such duties as from time to time may be assigned to them by the president or by the Board of Directors.
Section 9 - Treasurer: The treasurer, who shall be the vice-president of finance, shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; 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 to him/her by the president or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 10 - Secretary: The secretary, who shall be the vice-president of administration and membership, shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; and in general perform all duties incident to the Office of the secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.
ARTICLE VII BOARD-OF-DIRECTORS
Section 1 - General-Powers: The affairs of the Corporation shall be managed by its Board of Directors.
Section 2 - Composition and Qualifications: The number of directors shall be no more than 15, which shall be the president, president-elect, immediate past president, and up to 12 but at least 5 directors-at-large. In addition, KMPG shall be entitled to appoint one non-voting advisory member to the Board of Directors. The IBM Corporation may also, at its discretion, appoint a non-voting, advisory member to the Board of Directors. Each director shall hold office until his or her successor has qualified. Directors need not be residents of Illinois. Directors shall be members or representatives of members. No more than one-third of the directors shall be representatives of vendor members; provided, that no Vendor Member Representative shall be required to resign a directorship due to a violation of this restriction caused by vacancy of a position. If a person or entity holds membership in the Vendor Member class and another class, it shall be deemed to be a Vendor Member for this purpose. An annual review of all vendor liaisons would be done based on the guidelines outlined in the IDUG partner liaison Roles/Responsibilities document. Based on the review, vendor liaison(s) could be added to the BOD or removed from the BOD.
Section 3 - Election,-Appointment,-and-Term-of Office: The directors-at-large shall be elected by the Voting Members at their annual meeting or electronically to the extent allowable by law as provided by the Board of Directors. The then current Board of Directors shall determine the number of directors-at-large to be elected. Directors-at large shall be elected for a term of one year and shall be eligible to be elected for a second consecutive term of two years and a third consecutive term of three years. Should a board member leave the board at the conclusion of a one year or two year term, the term to which that board member would next be eligible for election is a one year term and that board member shall thereafter be eligible for election to two year and three year consecutive terms. At the conclusion of six consecutive years on the board, user directors may be elected for one additional one year term (if this will maintain the ratio of vendor board members to non-vendor board members as required by Section 2 above, Composition and Qualifications). The terms of the initial directors-at-large shall be determined by lot. The directors-at-large shall be elected at the annual meeting of the members nearest the expiration of their term of office or electronically to the extent allowable by law as provided by the Board of Directors and shall serve until their successors have been duly elected and have qualified. Vacancies may be filled or new offices created and filled at any meeting of the members. A board member may resign. The VMC as representative of the electing members may move forward a proposal to the acting board to remove a director with cause, with a 15 day notice. The board of directors will make a decision via vote which may pass by 2/3rd majority. The director in question is deprived from their right to vote at the start of this voting, the president has voting rights in this case. If the votes in favor reach a 2/3rd majority, the director will be removed from the board slate and their rights to represent IDUG or continue their function will be suspended immediately. The board of directors will not explain the reason of this decision to anyone as the director in question could have requested for their resignation themselves
Section 4 - Regular-Meetings: A regular annual meeting of the Board of Directors shall be held at such times and place as may be designated by resolution by the Board of Directors without other notice than this by-law and such resolution. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 5 - Special-Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them.
Section 6 - Notice: Notice of any special meeting of the Board of Directors shall be given at three days previously thereto by written notice delivered personally, sent by mail to each director deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid, or sent via facsimile with confirmation of receipt. If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited in the United States mail. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is sent. Any director may waive notice of any meeting.
Section 7 - Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 8 - 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, except where otherwise provided by law or by these by-laws.
Section 9 - Informal-Action-by-Directors: Any action required to be taken at a meeting of the Board of Directors or any action which 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 entitled to vote with respect to the subject matter thereof.
Section 10 - Vacancies: Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director selected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 11 - Compensation: Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
ARTICLE VIII COMMITTEES
Section 1 - Executive Committee: The Executive Committee shall consist of the following members of the Board of Directors: President, President-Elect, Past President, and Treasurer. The Executive Committee shall manage the affairs of the Corporation in between meetings of the Board of Directors and may exercise the authority of the Board; provided, that the full Board of Directors may overrule any decision of the Executive Committee and the Executive Committee may not overrule any decision of the Board of Directors.
Section 2 - Other Committees-of-Directors: The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.
Section 3 - Other-Committees: Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be directors of the Corporation, and the president of the Corporation shall appoint the members thereof. Any member thereof may be removed by the Board whenever in their judgment the best interests of the Corporation shall be served by such removal.
Section 4 - Nominating Committee: The immediate past president shall be the Chairman of the Nominating Committee. If, for any reason the immediate past president is unable to serve in this capacity, the President shall select the Chairman of the Nominating Committee. The Nominating Committee shall consist of the Chairman, the President-Elect and one other representative, selected by the Chairman and approved by the Board of Directors. All categories of membership are eligible to serve.
The Nominating Committee shall annually, not later than sixty (60) days preceding each annual election, nominate candidates for the president-elect and the vacant director-at-large positions and present the slate of candidates to the Board of Directors for approval. The names of the candidates and a statement from each candidate indicating acceptance of the nomination and willingness to serve, if elected, shall be presented to the Board of Directors. The slate of candidates shall be posted to the IDUG web site at least thirty (30) days preceding the election. A member who is serving on the Nominating Committee is not eligible to accept a nomination by that committee. Members of the Nominating Committee may not serve on more than two (2) consecutive Nominating Committees.
Section 5 - Term-of Office: Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his successor is appointed, unless the Committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
Section 6 - Chairman: One member of each committee shall be appointed chairman.
Section 7 - 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.
Section 8 - Quorum: 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.
Section 9 - Rules: Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
ARTICLE IX CONTRACTS,-CHECKS,-DEPOSITS-AND-FUNDS
Section 1 - Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 2 - Checks,-Drafts,-Etc: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation 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 by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the Corporation.
Section 3 - Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4 - Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE X BOOKS AND RECORDS
The Corporation 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.
ARTICLE XI FISCAL-YEAR
The fiscal year of the Corporation shall be determined by the Board of Directors.
ARTICLE XII WAIVER-OF-NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the Articles-of-Incorporation or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII AMENDMENTS-TO-BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds majority of the Board of Directors present at any regular meeting or at any special meeting, provided that at least fifteen days' written notice is given of intention to alter, amend or repeal and to adopt new by-laws at such meeting; further provided, that no amendment which reduces the privileges of the Charter Vendor Members may be made without a majority vote of the Charter Vendor Members and no amendment which reduces the privileges of the Founding Members may be made without a majority vote of the Founding Members.
ARTICLE XIV INDEMNIFICATION
The Corporation shall indemnify all officers and directors of the Corporation to the full extent permitted by the General Not For Profit Corporation Act of the State of Illinois, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the Board of Directors of the Corporation.