The name of this organization shall be WACCAMAW NECK COMPUTER CLUB, hereafter referred to as the "WNCC". The WNCC’s permanent address shall be an e-mail address determined and updated by the Board of Directors and listed in the Bylaws.

ARTICLE 2.

Section 1. The purpose of the WNCC shall be to provide an opportunity for area residents to enhance their understanding, utilization and enjoyment of personal computing by providing:

    a. a means to share information among themselves and/or with other individuals or groups with similar interests and motivation,

    b. formal and informal education in such computer related subjects as applications, hardware, software, internet web resource’s, etc.,

    c. a way to share public domain software. The illegal use, copying or distribution of copyright material shall not be permitted, facilitated or condoned by the WNCC,

    d. assistance to members in obtaining hardware, software and computer related services and materials at beneficial terms and conditions,

    e. any other legal means for achieving this purpose.

ARTICLE 3: MEMBERSHIP

Section 1. Membership is open to anyone interested in personal computing or the Internet whose interests are consistent with the stated WNCC purpose. Ownership of a computer, an Internet connection and an e- mail address are desirable, but not mandatory, for membership.

ARTICLE 4: RIGHTS OF MEMBERSHIP

Section 1. Each member shall be on e-mail distribution for meeting notices, newsletters, general meeting minutes, board meeting minutes, etc. This information will also be posted on the WNCC website, as listed in the Bylaws.

Section 2. Each member shall be entitled to cast one vote in any WNCC election or activity that requires general membership approval.

ARTICLE 5: DUES

Section 1. Dues may be collected annually from members as specified by the Board of Directors and in accordance with the Bylaws.

ARTICLE 6: OFFICERS

Section 1. Officers of the WNCC shall be:

    a. President
    b. Vice President/President Elect
    c. Secretary
    d. TreasurerSection

Section 2. The office of the Secretary and Treasurer may be combined at the discretion of the Board of Directors. The combined office shall be Secretary/Treasurer.

Section 3. The term of office for all officers shall be one (1) year; they are eligible for reelection.

Section 4. With the concurrence of the Board of Directors, officers shall execute the daily business of the WNCC as provided in the Bylaws.

ARTICLE 7: BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of at least five (5) members. There shall always be an odd number of Directors. The Board shall consist of the following individuals:

    a. All officers of the WNCC,
    b. Chairmen of the Program Committee,
    c. Immediate Past President,
    d. A number of other members, as specified by the Board of Directors and in accordance with the Bylaws, to be voted on in the general election.
    e. For the first year since there is no Past President, a WNCC member shall be voted on in the general election to fill that Board position.

Section 2. Each year two Board members shall carry over from one year to the next. This continuity shall be accomplished by the Vice President becoming the President, and the President becoming the Past President.

Section 3. In all Board of Directors decisions, each director shall cast one vote and unless specified elsewhere a majority of those voting will decide the question.

Section 4. The WNCC shall indemnify, to the fullest extent of the law, any person made a party to any claim, suit, proceeding, of liability by reason of the fact that he/she was a Director or a member performing duties at the direction of the Board. No director shall be liable for the acts, defaults or neglects of any other member or for any loss or damage sustained by the WNCC unless the same shall have resulted from his/her own willful violation or neglect.

ARTICLE 8: GENERAL MEMBERSHIP MEETINGS

Section 1. General membership meetings shall be held at least once a month or more often as established by the Board. The general meetings shall consist of a presentation and discussion of a subject relevant to the Purpose, announcements, and reports as appropriate. All general meetings shall be publicized and open to the public.

ARTICLE 9: BOARD OF DIRECTORS MEETINGS

Section 1. Board of Director’s meetings shall be held bimonthly or more often as deemed necessary by the Board.

Section 2. Board of Director’s meetings are restricted to members of the WNCC Board and individuals invited by a Board member.

ARTICLE 10: ELECTIONS

Section 1. General elections for WNCC officers shall be held annually in accordance with the Bylaws.

Section 2. Candidates for office shall be WNCC members.

ARTICLE 11. FISCAL CONSIDERATIONS

Section 1. An independent audit of the WNCC’s financial records shall be made annually at such time as WNCC is collecting dues or has other financial involvement and capital assets. The Board of Directors shall designate the individuals to conduct the audit.

ARTICLE 12: STANDING RULES

Section 1. Any rules for the general government of the WNCC specifically covered in the foregoing articles shall be set forth in the Bylaws.

Section 2. No Bylaw or other rules of the WNCC shall take precedence over this Constitution.

ARTICLE 13: CONFLICT OF INTEREST

Section 1. No member of the Board of Directors may accept any pay for serving as a member of the Board of Directors.

Section 2. The terms of any financial agreement between the WNCC and a current member of the Board of Directors, or a person who has served on the Board of Directors within the year preceding the agreement, must be ratified by a majority of the Board of Directors and must be fully disclosed to the general membership.

Section 3. Any member of the Board of Directors who has a material or vested interest in an issue being decided by the Board of Directors may not vote on questions related to that issue.

ARTICLE 14: AMENDMENTS

Section 1. Amendments to this constitution shall be made at any regular or special meeting of the general membership called and duly advertised by the Board of Directors.

Section 2. Notice of proposed amendments shall be published to all general members at least 45 days prior to the meeting as designated in Section 1 of this Article.

Section 3. All members of the WNCC may cast one (1) vote for a proposed amendment.

Section 4. This Constitution shall be amended only by a two-thirds vote of those members present and voting at the meeting as designated in Section 1 of this Article.

ARTICLE 15: VALIDITY

Section 1. The invalidity of any part of this Constitution shall not impair or otherwise affect in any manner the validity, enforceability, or intent of the balance of this Constitution.

ARTICLE 16: RATIFICATION OF CONSTITUTION AND BYLAWS

Section 1. A general membership meeting shall be called by the Board of Directors for the purpose of ratifying this Constitution and/or the WNCC Bylaws.

Section 2. The proposed Constitution and/or Bylaws shall be published and distributed to the WNCC general membership prior to the meeting as designated in Section 1 of this Article.

Section 3. This Constitution and/or the WNCC Bylaws shall be ratified only by a majority vote of all eligible members present and voting at the meeting as designated in Section 1 of this Article.

Adopted: Original signed by John W Wyckoff, President

         Orignial signed by LeRoy J Burnside, Secretary

Date:    Original signed on November 29, 2001

ARTICLE 1: MEMBERSHIP

Section 1. Membership is restricted to individuals. Companies, corporations, etc. cannot be enrolled as members of the WNCC.

ARTICLE 2: DUES

Section 1. Annual dues, not to exceed $25, may be set by the Board of Directors. If the Board determines that higher dues are necessary they shall present such higher amount to the general membership for approval by majority vote.

Section 2. Any WNCC member who has not paid the required dues within 90 days of the due date shall be removed from the general membership Roster and notified by appropriate means.

ARTICLE 3: OFFICERS

Section 1. All officers shall be elected from the general membership according to the procedures in Article 10 of the Bylaws.

Section 2. General responsibilities of the officers are:

    a. Conduct day-to-day WNCC business consistent with the Purpose.
    b. Preserve any and all assets of the WNCC.

Section 3. Specific duties of the WNCC officers are:

    a. The President shall:

        1. Serve as chief executive officer.
        2. Be responsible for general conduct of the WNCC.
        3. Preside at all Board of Director meetings and other special meetings as called by the Board of Directors.
        4. Appoint additional directors as required and consistent with the WNCC Constitution.
        5. Determine the need for Special Interest Groups (SIGs) and select a chairman, or approve a SIG and SIG chairman as recommended by the membership.
        6. Designate committees and appoint committee chairmen as required.

    b. The Vice President shall:

        1. Serve in place of the President in his/her absence.
        2. Serve as President for the remainder of the President's term if that office is vacated.
        3. Serve as central administrator to manage all activities associated with a WNCC office, if one exists.
        4. Serve as Training Director / SIG Coordinator, and act as the catalyst for new SIGs. (See Article 5.)

    c. The Secretary shall:

        1. Record and maintain records of WNCC business.
        2. Take and distribute minutes of General and Board of Director’s meetings.
        3. Notify appropriate members of agenda, time and location of scheduled meetings.

    d. The Treasurer, if elected, at such time as the WNCC incurs expenses and/or collects dues, shall:

        1. Maintain accurate financial records of the WNCC, including all receipts and disbursements.
        2. Prepare an annual budget for approval by the Board of Directors.
        3. Ensure that the required independent audit of the WNCC is conducted annually as stipulated in the WNCC Constitution.
        4. Reimburse members and/or suppliers and vendors for any documented and authorized general WNCC current expenses and capital expenditures.
        5. Provide the Board with any annual and/or special financial reports they require.
        6. Conduct an annual inventory of capital assets.

    e. At such time as the WNCC operates with the Secretary and Treasurer offices combined, the Secretary/Treasurer shall implement the responsibilities of both offices.

Section 4. Removal of an officer from his/her elected position can be accomplished by a two-thirds majority vote of the Board of Directors. The officer in question has the right to present a case for consideration and final resolution by the general membership. Notice of these proceedings shall be given at least thirty (30) days in advance.

ARTICLE 4: BOARD OF DIRECTORS

Section 1. General duties and responsibilities of the Board of Directors shall include:

    a. Establish policies in writing for the WNCC.
    b. Approve the WNCC budget.
    c. Make public any oral or written communication on behalf of the
WNCC.
    d. Sponsor meetings in the name of the WNCC.

Section 2. Specific duties of the Board of Directors shall include:

    a. Establish membership dues not to exceed $25 per year.
    b. Confirm the Presidents selection of Special Interest Groups and their SIG chairman.
    c. Confirm the President's appointments of directors and committee chairmen.
    d. Appoint officers to fill unexpired terms of office when offices are vacated.
    e. Recommend officers/directors for removal from their elected/appointed positions.
    f. Remove officers/directors from their elected/appointed positions by a two-thirds majority vote of those present and voting.

Section 3. The following guidelines shall apply to Board of Director meetings:

    a. Regular meetings shall be held bimonthly.
    b. All members of the Board of Directors shall be notified of the time and place of Board of Directors meetings at least five (5) working days prior to the meetings unless the meetings are scheduled for the same place and time each month.
    c. Special meetings may be held at the request of any three (3) members of the Board of Directors. Notification requirements remain in effect.
    d. Upon majority consent of the Board members, an emergency meeting may be called without advanced notice.

ARTICLE 5: SPECIAL INTEREST GROUPS (SIGs)

Section 1. Special Interest Groups (SIGs) are formed to support the purposes of the WNCC in a specific area of interest which has not already been addressed or which needs greater emphasis.

Section 2. SIG membership is open to all WNCC members.

Section 3. A SIG chairman is chosen by the President and approved by the Board of Directors. A SIG chairman may also be selected by WNCC members and presented to the President for approval.

Section 4. Duties and responsibilities of the SIG chairman shall include:

    a. Preparing and implementing the appropriate programs/activities.
    b. Reporting periodically to the General Membership at a monthly meeting or in the Newsletter on activities and/or status of the SIG.
    c. Preparing a description of the activities and status of the SIG for the WNCC newsletter and/or website.
    d. Attending Board of Directors’ meetings periodically or sending a representative to report on SIG activities.
    e. Maintaining an up-to-date roster of active SIG members, and submitting SIG membership rosters to the Board annually.

ARTICLE 6: DIRECTORS

Section 1. Subject to confirmation by the Board of Directors, the President shall appoint the following director(s):

    a. Program Director

Section 2. The President may appoint additional directors for particular tasks, subject to approval by the Board of Directors.

Section 3. Directors serve at the pleasure of the Board of Directors.

Section 4. Duties and responsibilities of directors shall be defined by the Board of Directors.

Section 5. All directors are invited to Board meetings; only the Program Director is a voting member.

ARTICLE 7: COMMITTEES

Section 1. The President, with the approval of the Board, shall designate committees for short term projects.

Section 2. The President, with the approval of the Board, shall appoint committee chairmen.

Section 3. Duties and responsibilities of the committees shall be defined by the President with Board approval.

Section 4. Unless otherwise deemed eligible, committee chairmen are non- voting members of the Board of Directors.

ARTICLE 8: QUORUM

Section 1. A quorum of the Board of Directors shall consist a majority of the directors, two (2) of whom must be elected officers.

Section 2. At any general membership meeting, eligible members present shall constitute a quorum.

Section 3. For any election done electronically, all members shall be notified. The number responding in the allocated time shall constitute a quorum.

ARTICLE 9: PARLIAMENTARY CONDUCT

Section 1. Unless otherwise specified, Roberts Rules of Order, Newly Revised, shall govern procedures of the WNCC for all WNCC meetings.

ARTICLE 10: ELECTIONS

Section 1. A Nominating Committee shall be appointed by the Board of Directors in the month of October to select suitable candidates who are willing to stand for the club election. The Nominating Committee shall consist of three (3) members: One (1) member from the Board of Directors; One (1) member from the general membership; and the immediate Past President. The Board of Directors shall fill any vacancies resulting from conflicts or unavailability.

Section 2. Candidates shall be nominated and elected at the regular monthly meeting in November. In addition to those named by the Nominating Committee, candidates agreeing to serve may be nominated from the floor. Each nomination must receive a second to appear on the ballot.

Section 3. Elections to office shall be by majority vote of those attending a regular or special meeting. Sufficient notice shall be provided for any election. Each member shall be eligible to cast one (1) vote.

ARTICLE 11: FINANCIAL MANAGEMENT

Section 1. This Article applies only at such time as the WNCC collects dues from members or has other financial involvement.

Section 2. All WNCC activities involving regular financial transactions shall be within a budget approved by the Board of Directors.

Section 3. Any WNCC members who independently manage finances for any WNCC activity must provide the Treasurer with:

a. A monthly financial statement.
b. A proposed budget of anticipated income and expenditures on a quarterly basis.

Section 4. All capital assets exceeding $50 shall be approved for purchase by the Board of Directors, and this approval reflected in the Board's meeting minutes.

Section 5. General WNCC expenses shall be reimbursed by the Treasurer. Receipts for expenses exceeding $25 must be provided for reimbursement.

Section 6. Profits that accrue to the WNCC shall be used in the public interest.

Section 7. A financial status report of the WNCC shall be published annually in the Newsletter and/or website and made available to members at their request.

ARTICLE 12: AMENDMENTS

Section 1. A regular or special meeting of the general membership shall be convened by the Board of Directors for the purpose of amending these Bylaws.

Section 2. Notice of proposed amendments shall be published to the general membership at least 45 days prior to the meeting as designated in Section 1 of this Article.

Section 3. All eligible members may cast one (1) vote on a proposed amendment(s).

Section 4. These Bylaws shall be amended only by a two-thirds vote of those present and voting at the meeting as designated in Section 1 of this Article.

Adopted: Original signed by John W Wyckoff, President

         Original signed by LeRoy J Burnside, Secretary

Date:    Original signed on November 29, 2001