Proposed Virginia SAS Users Group Bylaws

I.                    NAME    
Virginia SAS Users Group (VASUG)

II.                 PURPOSE    
To facilitate and encourage communicating, exchanging ideas, exploring ways of using SAS software, and participating in activities of mutual interest by SAS software users.

III.               SCOPE    
VASUG will serve SAS software users throughout the state of Virginia

IV.              MEMBERSHIP
A.     Membership shall be granted to any individual who has paid the annual dues.

1.      Only Members may vote in VASUG elections.  Each member is granted one vote.

2.      Only Members may run for election to Executive Committee offices.

B.     Associates status is conferred on those who have not paid annual dues, but have attended a VASUG conference and/or registered for VASUG mailings.

C.     Corporate Sponsorship

1.      Corporate sponsorships may be made available at the discretion of and at dues rates determined by the Executive Committee.

2.      Corporate sponsorships are non-voting.

V.                 EXECUTIVE COMMITTEE
VASUG is governed by an Executive Committee composed of the President, Vice President, Secretary, Membership Secretary and Treasurer.

A.     Elected Positions  

1.      The President is an individual who shall:

a.       Provide vision and leadership for the Executive Committee and the organization at large.

b.      Prepare the agenda for all Executive Committee meetings.

c.       Preside at all Executive Committee meetings and conferences.

d.      Act as ex-officio member of all committees except the nominating committee.

e.       Nominate the chairperson of sub-committees for approval by the Executive Committee.

f.        Appoint acting chairpersons of sub-committees when necessary.

g.       Initiate Executive Committee votes on unanticipated expenditures, if necessary, and assist the treasurer with the annual budget.

h.       Initiate Executive Committee and membership votes on policy and by-law changes.

i.         Coordinate efforts to obtain funding from public and private organizations.

j.        Meet with the executive directors and/or presidents of other organizations who share similar concerns and interests to discuss items of mutual benefit and to establish working relationships.

k.      Perform all other duties that regularly pertain to the office.

2.      The Vice President is an individual who shall:

a.       Act as president in the absence of the president.

b.      Assist the President in the performance of the above-listed duties.

c.       Serve as the chairperson of the long-range planning committee.

d.      Perform all other duties that regularly pertain to the office.

3.      The Secretary is an individual who shall:

a.       See that all Executive Committee members are notified of upcoming meetings.

b.      See that all members are notified of upcoming conferences.

c.       Be responsible for official VASUG correspondence, including periodic publishing of a newsletter.

d.      Keep an accurate, permanent record of the proceedings of conferences and Executive Committee meetings.

e.       Maintain updated lists of VASUG members, VASUG associates, and VASUG officers.

f.        Furnish agendas and minutes of all meetings to the appropriate people.

g.       Perform all other duties that regularly pertain to the office.

4.      The Membership Secretary is an individual who shall:

a.       Serve as the chairman of the Membership Committee.

b.      Actively pursue growing the membership of VASUG

5.      The Treasurer is an individual who shall:

a.       Prepare an annual organizational budget and present it to the Executive Committee for approval at the fall conference, including proposing Membership and Conference Registration fees.

b.      Maintain accurate, auditable records of all funds, receipts, and disbursements of VASUG.

c.       Present a written financial report at each Executive Committee meeting and each conference.

d.      Certify members in good standing, as appropriate.

e.       Obtain approval of the Executive Committee for expenditures that exceed budget.

f.        Develop procedures for budgetary changes throughout the year

g.       Arrange for an annual financial examination by an impartial party. 

h.       Perform all other duties that regularly pertain to the office.

6.      The order of succession shall be as follows:

a.       President

b.      Vice President

c.       Secretary

d.      Treasurer

e.       Membership Secretary

B.     Term of Office

1.      Length of term is one year, except as follows:

a.       Any Executive Committee Member missing three consecutive meetings of the Executive Committee held with proper prior notice (2 weeks) shall automatically be removed from office. A member may appeal his/her removal to the Executive Committee.

b.      Any Executive Committee Member or VASUG member in good standing can make a motion for the removal of an Executive Committee Member for actions that are not in the best interests of VASUG. The affected member will be informed in advance and will be present during discussions but will not be present for the voting related to removal and will be notified only of the final outcome.  A majority of the remaining Executive Committee Members votes are required to effect removal. 

c.       An Executive Committee member may resign at any time. 

2.      Executive Committee Members will be selected by a vote open to all VASUG Members in good standing. The selection process is as follows:

a.       The current President will issue a call for candidates.

b.      Candidates may self-nominate or be nominated by other members.  The Executive Committee may request a short biography or resume from nominees prior to the election.

c.       At the next VASUG meeting, all Executive Committee Members will be elected.  Absentee ballots are allowable, but must be received at least 2 days prior to the scheduled election.

3.      The Executive Committee shall appoint non-voting officers and ad-hoc committee members to assist in the performance of their work.  Non-voting officers should include a Webmaster and SAS Liaison. 

a.       The SAS Liaison is an individual who shall:

1)      Be responsible for all coordination with SAS Institute.

b.      The Webmaster is an individual who shall:

1)      Maintain and administer the VASUG Web site

2)      Maintain and administer VASUG electronic mailing lists

3)      The Webmaster shall not be responsible for creating or approving web site content – that responsibility rests with the Executive Committee.

C.     Meetings    

1.      Executive Committee Meetings:

a.       The Executive Committee shall schedule at least one business meeting prior to each VASUG conference. A quorum shall be a simple majority of the Executive Committee voting membership.  A quorum must be present for the meeting to proceed

b.      Other meetings may be scheduled as required and may be conducted by telephone, electronic mail, or other communication medium approved by the Executive Committee.

c.       Meeting attendance shall be limited to Executive Committee Members, appointed officers, and those invited by the Executive Committee. 

d.      When topics come up that require action before the next physical meeting can be held, those topics will be addressed through the Executive Committee's approved communication medium.

e.       Discussions held in the Executive Committee Meeting may be considered confidential and should not be discussed with any individual who is not an Executive Committee member. Such confidential discussions will be noted as such in the meeting minutes. 

f.        Voting Procedures

1)      Motions, discussions, and votes may be conducted by telephone, electronic mail, or other communication media approved by the Executive Committee.

2)      Executive Committee members may use the approved communication medium to bring up an issue for discussion or to enter a motion.

3)      Motions will be passed by a simple majority of a quorum of the members of the Executive Committee unless otherwise specified in these Bylaws.

4)      Modifications to the By Laws shall require a 2/3's majority of the non-abstaining Executive Committee members, and must be ratified by a simple majority of the VASUG Members via Web, mail, and/or written ballot at a VASUG conference.

5)      Removal or reinstatement of appointed (non-elected) Executive Committee members shall require a simple majority of the non-abstaining elected Executive Committee members.

6)      When initiated by a VASUG member, removal or reinstatement of elected Executive Committee members shall require a simple majority of the VASUG members in good standing who submit votes.  Voting may be conducted via Web, mail, and/or written ballot at a VASUG conference.

7)      For votes held in any manner other than at a meeting with a quorum present:

a.       Members will be given 2 weeks to respond to motions.

b.      Failure to response within 2 weeks will be treated as an abstention.

VI.              VASUG CONFERENCES

A.     The President will lead the Executive Committee in:

1.      Defining and addressing issues relating to program content. 

2.      Administration and planning of conference logistics, including selection of Conference sites.

3.      Any necessary coordination with SAS Institute.

4.      At the Executive Committee Meeting held prior to the VASUG conference, the Secretary shall present to the Executive Committee for its approval a list of proposed presentations and agenda items for the upcoming Conference.

B.     Frequency

1.      Conferences shall be held no less than one and no more than four times each calendar year.  At least one meeting will include and election for all Executive Committee members.

VII.            FISCAL POLICY 

A.     Membership fees are set at $15.00 per calendar year.

B.     The Executive Committee shall approve a preliminary annual budget and develop procedures for budgetary changes throughout the year.

C.     The Executive Committee shall determine Conference registration fees for non-members.

D.     The Executive Committee is responsible for VASUG finances and financial reporting, and should arrange for an annual examination of its finances by an impartial party.

E.      The Executive Committee will make a financial statement available for inspection by the VASUG membership at least once per calendar year.

VIII.         ANNUAL REPORTS 

A.     The Executive Committee will produce and distribute to Members in good standing an Annual Report including, but not limited to: 

1.      Conference attendance and highlights.

2.      Financial report.

3.      Future plans for VASUG.

B.     The Executive Committee may produce other reports as desired for limited distribution. 

IX.              DISSOLVING VASUG AND DISPERSING OF VASUG FUNDS  

A.     It shall require a 2/3 majority of the active Executive Committee members, ratified by a simple majority of non-abstaining members in good standing, to dissolve VASUG.

B.     Upon dissolution, all funds held in reserve shall be used to dispose of debts and other contractual obligations. 

C.     Following the dissolution of VASUG, any and all remaining funds shall be dispersed as specified in the Dissolution Agreement