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## Bylaws

Virtual OS/2 International Consumer Education (VOICE)
ENACTED APRIL 2, 1997
REVISED APRIL 30, 1999

ARTICLE I
NAME

Section A
The name of this organization shall be the "Virtual OS/2 International Consumer Education," hereinafter called VOICE. OS/2 is defined as a computer operating system marketed by IBM. ISV is defined as Independent Software Vendor. SOHO is defined as Small Office/Home Office. OS/2 and IBM are the registered trademarks of the International Business Machines Corporation.

ARTICLE II
PURPOSE

Section A
Mission Statement:
Provide ongoing support, information and education to the OS/2 community.

Section B
The objectives of VOICE shall be:
1. To serve as a "virtual" not-for-profit, on-line OS/2 user group with membership open to anyone interested in using the OS/2 operating system.
   To support OS/2 to the SOHO/Home markets, and encourage the use of OS/2 by those users interested in alternatives.
2. To provide an effective communications channel between members, User Groups, ISVs, and IBM.
3. To assist OS/2 related User Groups organize and promote their activities and projects.

Section C
Achievement of the objectives of VOICE shall be accomplished by:
1. Planning and conducting regular meetings of VOICE.
2. Developing and maintaining a web site to facilitate the exchange of ideas and foster communication between members. The web site will also serve as a central collection point of OS/2 related information for use by both new and experienced OS/2 users.
   a. Use of such the above web site and any other electronic service is made available to the Internet community on a strictly voluntary basis and at their own risk. VOICE and the Executive Board will not be responsible for any direct, indirect, incidental, special or consequential damages including, for example, loss of profits resulting from the use of the web site service or software obtained from the service, even if VOICE has been advised of the possibility of damages.
3. Promoting VOICE and OS/2 through various means, such as on-line and off-line advertising and voluntary participation in OS/2 promotional activities (i.e. seminars, demonstrations, etc).
4. Working with existing OS/2 support structures, such as existing web sites and newsletters, to improve communication and form a cohesive relationship between all OS/2 users, ISVs, User Groups, and IBM.
   a. Contacting ISVs directly to keep abreast of OS/2 news and development in addition to providing feedback on ISV products.
   b. Contacting OS/2 user groups to keep them informed about OS/2 related news and events.
5. Developing and maintaining a list of VOICE members.
6. Developing and maintaining a reference library of VOICE related documentation (i.e., minutes of meetings, committee reports, membership lists, etc).

ARTICLE III
MEMBERSHIP

Section A
Classes of Membership:
1. There will be several classes of membership: Corporate membership, Individual membership, and Student membership.
2. Each Corporate member is entitled to five (5) votes.
3. Each Individual member is entitled to one (1) vote.
4. Each Student member is entitled to one (1) vote.

Section B
Qualification:
1. A membership may be held by any company, organization, or individual with an interest in OS/2.
2. Qualification for membership shall be automatic unless the Executive Board believes this membership would not be in the best interests of VOICE.

Section C
Application:
1. Application for membership may be made using the Online Membership Form.
2. Membership dues may be paid either by using the Online Membership Order Form at BMT Micro or by check (cheque) or Money Order (US Funds) made payable to VOICE and mailed to the Treasurer of VOICE at the address listed.
3. The application for Corporate Membership shall designate an individual to serve as that corporation's voting delegate. The member corporation may designate its delegate at any time by written notice to the Secretary.
4. The Executive Board shall promptly act to accept or reject an application for membership and will inform the applicant of its decision as soon as possible.

Section D
Fees:
1. An annual membership fee will be established by the Executive Board to cover the operating expenses of VOICE and OS/2 projects on behalf of VOICE including but not limited to representation at and participation in the annual Warpstock conference.

Section E
Termination of Membership:
1. Membership terminates when qualification for membership ceases to exist.
2. A membership may be terminated by notification in writing to the Secretary from the corporate delegate of a Corporate membership, or an individual for an Individual or Student membership.
3. Membership of a Corporate, Individual, or Student membership may be terminated by the Executive Board at any time if the Board rules that the member is not acting in the best interests of VOICE, as defined by this document and the Code of Ethics.
4. Membership shall expire after 12 months from the date the application was submitted, unless the member's annual fee is received by the Treasurer prior to that date.
5. The Treasurer will notify the member, by e-mail, 30 days prior to the member's expiration date that the membership will expire in 30 days. The member will then have 30 days to renew the membership via either the Website at BMT Micro or in writing, with check (cheque) or Money Order enclosed to the Treasurer of VOICE.

ARTICLE IV
GOVERNMENT

Section A
Executive Board of Directors:

1. Executive Board - The government of VOICE shall be vested in the Executive Board, which shall consist of six members.
2. Executive Board Officers - The executive officers shall be: President, Vice-President, Secretary, Treasurer, Liaison Chairperson and Marketing/PR Chairperson.
3. The tenure of an officer or Executive Board member shall terminate if the incumbent becomes ineligible to hold office.
4. New positions may be added to the Executive Board when deemed necessary by a majority rule of the Board.
5. A majority rule of the Board can result in the removal of an officer from his/her position if the Board rules that the officer is not fullfilling his/her duties or is not abiding to the by-laws of this document as well as the Code of Ethics.

Section B
The President shall:
1. Be the principal executive officer.
2. Participate as an executive officer of the Executive Board of VOICE.
3. Provide for committees as described in Article VII.
4. Preside over all formal meetings and Executive Board meetings of VOICE.
5. Be ex officio a member of all committees.
6. Provide for the discharge, pro tempore, of necessary functions in the event of the absence or incapacity of a member.
7. Call all Executive Board meetings.

Section C
The Vice-President shall:
1. Participate as an executive officer of the Executive Board of VOICE.
2. Be of official service to the President.
3. Perform the duties, pro tempore, of the President in case of Presidential absence.
4. Act as Chairman of the Program Committee.

Section D
The Secretary shall:
1. Participate as an executive officer of the Executive Board of VOICE.
2. Publish and maintain the minutes of Executive Board meetings.
3. Be responsible for all official publications of VOICE, except those published by the Marketing Chairperson.
4. In conjunction with the Liaison Chairperson and Marketing Chairperson, form and maintain a healthy relationship with User Groups, ISVs, and IBM.
5. In addition to the Liaison Chairperson, be responsible for all official correspondence with ISVs, User Groups, IBM, and any other organization.

Section E
The Treasurer shall:
1. Participate as an executive officer of the Executive Board of VOICE.
2. Be responsible for all monies of VOICE.
3. Maintain all accounts and handle all financial transactions of VOICE and prepare and issue to each member an annual financial statement.
4. Maintain the membership roster.
5. Prepare and maintain an operating budget by fiscal year for VOICE. An approval of the budget by the Executive Board is required.
6. Arrange for an annual audit of the financial accounts of VOICE. An Audit Committee consisting of at least three (3) members of VOICE will be appointed by the President. Said committee will review their findings with the Executive Board for approval.
7. Collect all fees pertaining to membership. The Treasurer may appoint a member to collect fees in the event of his/her absence.

Section F
The Liaison Chairperson shall:
1. Participate as an executive officer of the Executive Board of VOICE.
2. In conjunction with the Secretary and Marketing Chairperson, form and maintain a healthy relationship with User Groups, ISVs, the press, and IBM.
3. Maintain a list of User Group, ISV, press, and IBM contacts and be the contact point for Executive Board or members wishing to reach User Groups, ISVs, the press, and IBM.
4. In addition to the Secretary, be responsible for all official correspondence with ISVs, User Groups, IBM, and any other organization.

Section G
The Marketing/PR Chairperson shall:
1. Participate as executive officers of the Executive Board of VOICE.
2. Be responsible for the marketing and public relations of VOICE with, but not limited to, User Groups, ISVs, the press, and IBM.
3. Issue press releases, as necessary, for VOICE, ISV, and User Group news and events.
4. Write articles for both on-line and paper magazines promoting VOICE news and events.
5. In conjunction with the Secretary and Marketing Chairperson, form and maintain a healthy relationship with User Groups, ISVs, the press, and IBM.
6. Inform and provide the Secretary with copies of any official publications and press releases written and distributed by the Marketing Chairperson.

Section H
Scope of Duties:
The duties of the Executive Board and the officers shall include but not be restricted to those named in this article.

ARTICLE V
Nomination, Election and Length of Term

Section A
1. The Nominating Committee shall present a slate of candidates for each office at the last scheduled public meeting of VOICE. This committee will be chaired either by the Past President or a delegate member appointed by the President.
2. Additional nominations may be appended to the slate of officers upon receipt by the Nominating Committee, before the close of the meeting, of a petition signed by five (5) delegate members. No delegate may sign more than one petition for the same office.
3. Elections shall be conducted by e-mail, to the current membership list, commencing immediately following the Board of Directors meeting where all candidates for open positions have attended and supplied a short Bio for posting on the VOICE Website.
4. Ballot will be by e-mail to the current Secretary. Ballots will be accepted for 10 days following the initial e-mail to the membership list. No ballots will be accepted after the 10 days has lapsed. Winners will be notified within 24 hours of the close of balloting, and will be posted to the VOICE Website immediately thereafter.
5. A candidate is elected upon receiving a majority of the votes for the office. Should the first ballot fail to produce a majority vote for any office(s), a run-off shall be held between the two candidates receiving the highest and second highest number of votes cast for the office(s).
6. The procedure for electing the remaining members of the Executive Board shall be as follows. Each delegate member may vote for as many candidates as there are vacancies to be filled. Those candidates, equal in number to the actual number of vacancies to be filled, receiving the highest number of votes shall be declared elected to the Executive Board. In the case of a tie which results in a conflict, a run-off between the tied candidates shall be held to fill the vacancies remaining.
7. Elected officers and Board members shall assume their duties upon adjournment of that meeting.

Section B
Vacancies:
1. In the event the office of President becomes vacant, the Vice President shall succeed to the Presidency.
2. When any other office becomes vacant, the Executive Board shall act to fill the office for the unexpired term. They shall use such procedures for this as they deem advisable under the circumstances, including if they wish, the holding of a special election.

Section C
Eligibility:
1. Only member delegates are eligible to be Executive Board members.
2. No restriction shall be placed on the number of times a person may be re-elected to office.
3. No nomination shall be accepted unless the nominee has given assurance of willingness to fulfill the responsibilities and duties of the office for which he is nominated.
4. Employees and relatives of IBM and its subsidiaries are ineligible to serve as officers or members of the Executive Board. However, IBM can appoint an official non-voting representative(s) to act as vendor liaison at Executive Board meetings and committee meetings.

Section D
Duties of Officers:
The Executive Board shall:
1. Establish official policy for VOICE. This includes a Code of Ethics and standard practices to be observed at all VOICE functions.
2. Monitor and supervise all VOICE related activities.
3. Establish fees for membership.
4. Sanction special projects related to VOICE.
5. Control the distribution of VOICE membership roster to parties internal and external to VOICE.

Section E
Length of Term
1. The term of the Executive Board members shall be 2 years.
2. Elections will be staggered so as to not have a turnover of the entire Executive Board at the same time.
3. Elections held in even numbered years shall be for:
   a. President
   b. Marketing Chairperson
   c. Treasurer
4. Elections held in odd numbered years shall be for:
   a. Vice President
   b. Secretary
   c. Liaison Chairperson

ARTICLE VI
MEETINGS

Section A Definitions for Meetings of VOICE:

1. A formal meeting is an event composed of one or more scheduled sessions for the general membership of VOICE. The sessions may be concurrent and/or contiguous for each day of the meeting. A formal meeting is completed when adjourned 'sine die.'
2. The Executive Board will conduct separate meetings to conduct the business of VOICE. Board meetings will be open to all members.
3. Committees will conduct separate meetings to discuss pertinent topics of interest. Committee meetings will be open to all members.

Section B
Schedules:
1. Formal meetings will be conducted at least twice a month. Locations for these meetings shall be selected by the Executive Board based on the recommendations of the Program Committee.
2. Executive Board meetings will be conducted at least two times a month. The President shall select the meeting location and time.
3. Committee meetings will be conducted periodically as determined by the committee. The Committee Chairman shall select the meeting location and time.

Section C
Meeting Preliminaries
1. The agenda and other particulars for a formal meeting shall be distributed by the VOICE Secretary to the members at least 2 days prior to the opening day of the formal meeting.
   1. The agenda and other particulars for a board meeting shall be distributed by the VOICE President to the members of the Executive Board at least 2 days prior to the opening day of the board meeting.
   2. The agenda and other particulars for a committee meeting shall be distributed by the Committee Chairman to interested members at least 2 days prior to the opening of the committee meeting.

   Secton D
   Attendance:
   1. Attendance at all board meetings is limited to Executive Board members and guests invited by the Executive Board.
   2. Attendance at all general meetings is open to the public. Membership not required.
   3. Special "Members Only" meetings may be scheduled by the Executive Board at a date and time other than a regularly scheduled General meeting.

   Section E
   Proceedings:
   A recording secretary shall be assigned for each meeting. For formal meetings and board meetings, this will be the VOICE Secretary. For committee meetings, the Chairman will appoint a member to record the events in a fashion acceptable to the VOICE Secretary.

   Section F
   Restriction:

   1. No member or guest of VOICE shall engage in employment recruiting and/or interviewing at and during any meeting.
   2. Meetings of VOICE shall not be used as a vehicle for direct solicitation of business. To clarify, the Executive Board or a Committee Chairman may from time to time invite a vendor or consultant to a meeting to describe their product and/or service. In this event, the vendor/consultant can describe their product/service and pricing structure to the general membership in attendance, but must avoid direct solicitation for business from individual members during the meeting.

   Section G
   Meetings:
   The date and location of any meeting to be sponsored by VOICE or by any of its committees must be coordinated with the Vice President and/or Secretary before being formally scheduled or announced.

ARTICLE VII
COMMITTEES

Section A
Establishment of Committees:

1. A committee and its charter are established by the President with the approval of the Executive Board.
2. The Chairman is appointed by the President with the approval of the Executive Board.
3. The Chairman appoints the members of the committee. However, a committee may be as small as one (1) member.
4. The Chairman shall keep the Secretary informed, on a timely basis, of the membership and activities of the committee.
5. A committee may be dissolved, or its charter modified, or its chairman removed by the President with the approval of the Executive Board.

ARTICLE VIII
COMMUNICATIONS

Section A
Distribution:
The official distribution of information to the members shall be through the Secretary.

Section B
Nature of Material:
Material sent to the Secretary for distribution is considered non-proprietary and unclassified. Material is unequivocally subject by the Secretary and VOICE.

Section C
Library:
A library of material will be maintained by the Secretary in a manner to be determined by the Executive Board.

Section D
Communication with the Vendor:
All official communications between VOICE and the OS/2 vendor, IBM, about matters of VOICE business must be conducted through the VOICE President, or through such individual(s) as he/she may designate.

ARTICLE IX
PARLIAMENTARY AUTHORITY

Section A
"Robert's Rules of Order" shall prevail except that where they conflict with these bylaws, the bylaws shall govern.

ARTICLE X
AMENDMENT OF THE BYLAWS

Section A
Proposals:
Amendments to the bylaws may be processed by action of the Executive Board or by a petition to the Secretary of five (5) or more members. Notice of a proposed amendment must be distributed to the membership at least one week prior to the formal meeting at which discussion is expected.

Section B
Voting Procedure:
Amendments to the by-laws shall be voted on at formal meetings. A majority of the votes is required to carry the proposed amendment.

Section C
Restriction:
The VOICE Secretary or other members of the Executive Board may not edit proposals for bylaw amendment.

secretary@os2voice.org
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