BYLAWS OF THE JOINT USERS OF SIEMENS TECHNOLOGIES
- UNITED STATES
Amended January 7, 2006
ARTICLE I
NAME
The name of this corporation shall be the JOINT
USERS OF SIEMENS TECHNOLOGIES - UNITED STATES ("JUST-US").
ARTICLE II
PURPOSES
Section 1. Not for Profit. JUST-US 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 Illinois General Not For Profit Corporation Act of 1986, as
amended.
Section 2. Purposes. The purposes of JUST-US
shall be the following:
- To sponsor educational conferences for the
exchange of information, experience and concepts related to the
use of Siemens Enterprise Networks products
and services;
- To request new features and enhancements from
the manufacturer and to participate with the manufacturer in identifying
existing product enhancements and future product directions;
- To bring related common issues and problems
to the manufacturer for resolution;
- To share resources among users and to encourage
sale or exchange of members’ surplus equipment;
- To promote cooperation with Siemens Enterprise Networks and its authorized distributors in
disseminating information on products and services within and throughout
JUST-US;
- To develop programs which will benefit the
general membership; and
- To perform and do any and all such other acts
as may be necessary or desirable to carry out JUST-US’s purposes
as determined by the Board of Directors.
ARTICLE III
REGISTERED OFFICE AND AGENT
JUST-US shall have and 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 outside of the State of Illinois as the Board of
Directors may, from time to time, designate.
ARTICLE IV
MEMBERS
Section 1. Membership Eligibility and Representation.
Membership may be granted to any partnership, corporation or organization
that: (i) is interested in and agrees to support the purposes and
activities of JUST-US; (ii) agrees to abide by these Bylaws and such
other canons, rules and regulations as JUST-US may adopt; and (iii)
meets the additional criteria established for each category of membership
in JUST-US as follows:
- General Member. Membership may be granted
to any partnership, corporation or organization that does not compete
with Siemens Enterprise Networks' core business
and that has a Siemens Enterprise Networks telecommunications
system installed or on order for installation at the member site
identified on its application for membership.
- Regional Affiliate (User) Group. Affiliate
membership may be granted to any group of Siemens Enterprise Networks
users formally organized in a geographic
area who accept the JUST-US Bylaws, whose membership requirements
are compatible with those of JUST-US, and who have submitted membership
dues based on the fee structure established by the JUST-US Board
of Directors.
- Siemens Enterprise Networks
and Distributor Member. Membership may be granted to Siemens Enterprise Networks
and to any Distributor contracted by
Siemens Enterprise Networks to supply products
and services to Siemens Enterprise Networks users.
Siemens Enterprise Networks and Distributor Members
are not eligible to vote or hold an office or committee position
in JUST-US.
All entities granted membership in the Association
shall be referred to herein collectively as "Members."
Section 2. Application for Membership.
Requests for membership shall be made by submitting a written membership
application. Such application shall be subject to approval under criteria
and procedures established by the Board of Directors.
Section 3. Voting. On all matters coming
before the membership, each General Member shall be entitled to one
vote and each Regional Affiliate (User) Group shall be entitled to
a number of votes substantially proportionate to the number of members
in the Regional Affiliate Group according to criteria established
by the Board. No other class of members shall be entitled to vote.
Section 4. Representation. Each General
Member and each Regional Affiliate (User) Group shall designate a
person (or persons) to act as its official representative(s) in JUST-US.
Members may from time to time designate other persons to take part
in discussions and meetings of JUST-US, but in no event shall any
General Member be entitled to more than one vote or any Regional Affiliate
(User) Group Member be entitled to more votes than as determined according
to the procedures in Article IV, Section 3.
Section 5. Associated Companies. Autonomous
divisions and/or subsidiaries of General Members may apply separately
for full active membership. However, no more than two representatives
from associated companies may serve on the Board of Directors at any
one time. If members become merged, acquired, or otherwise consolidated
with another member, and continue to operate under distinguishing
business names and retain their public identities through advertising,
marketing and/or exhibiting, they shall hold separate memberships.
Section 6. Proxy. Any member or official
representative who is entitled to vote on a matter may authorize another
person or persons to act for him or her by proxy.
Section 7. Resignation. Members may resign
from JUST-US at any time by giving written notice to the President.
Any member resigning from JUST-US shall remain responsible for meeting
financial obligations incurred prior to the date of resignation.
Section 8. Termination of Membership.
Membership in JUST-US may be terminated for cause. Sufficient cause
for such termination of membership shall be a violation of the bylaws
or any rule, canon or practice of JUST-US. Expulsion shall be by two-thirds
(2/3’s) vote of the Board of Directors, provided that a statement
of the charges shall have been mailed by certified mail to the last
recorded address of the member being expelled at least fifteen (15)
days before final action is to be taken. This statement shall be accompanied
by a notice of the day, time and place of the Board of Directors meeting
at which the charges shall be considered, and the member shall have
the opportunity to appear in person and to present any defense to
such charges before action is taken by the Board. In addition, the
membership of any member who becomes ineligible for membership or
who shall be more than ninety (90) days in default in the payment
of any dues or charges shall be terminated automatically. In special
circumstances, such termination may be delayed by the Board of Directors
ARTICLE V
DUES AND ASSESSMENTS
The amount of initial and annual dues for members
of JUST-US, the time for paying such dues, and other assessments,
if any, shall be determined from time to time by the Board of Directors.
ARTICLE VI
MEMBERSHIP MEETINGS
Section 1. General Membership Meeting.
A regular meeting of the members for the purposes of presenting to
the membership a "state of the organization" report by the
Board of Directors, securing membership input on current and future
issues affecting JUST-US, and for such other business as may properly
come before the membership, shall be held at such day, time and place
as may be determined by the Board of Directors. Such meeting shall
be known as the General Membership Meeting and shall be held at the
JUST-US Conference.
Section 2. Special Meetings. Special meetings
of the members may be called by the Board of Directors or upon written
request to the President signed by at least one-tenth of the voting
members. Such written request by members shall specify the purpose
and the date and month of the proposed meeting, which shall not be
less than two (2) or more than three (3) months from the date of such
written request.
Section 3. Notice. Notice of annual or
special meetings of the members shall state the time, date and place
of the meeting and shall be given in person or by first class mail,
at least ten (10) days but not more than fifty (50) days prior to
the date of such meeting. Notice of special meetings shall state the
purpose for which the meeting is called.
Section 4. Quorum. The presence in person
or by proxy of members representing not less than one tenth of the
total votes entitled to be cast shall constitute a quorum at any meeting
of the members.
Section 5. Action by Majority Vote. The
majority vote of the members present at a meeting at which a quorum
is present shall be the act of the members, except where otherwise
provided by law or these bylaws.
ARTICLE VII
MEMBER RESOLUTIONS
Section 1. Resolution Process. The process
for accepting resolutions by members shall be practiced in accordance
with procedures established by the Board of Directors. Changes in
the Resolution Process may be made from time to time by the Board
of Directors, in cooperation with Siemens Enterprise Networks.
Section 2. Confidentiality. Resolutions
and responses to resolutions are confidential communications between
Siemens Enterprise Networks and JUST-US and are
not to be distributed, published or communicated in any manner to
non-members, the press, competitors of Siemens Enterprise Networks’
core business or anyone other than member organizations
in JUST-US.
ARTICLE VIII
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of JUST-US shall be managed by a Board of Directors, which shall supervise, control and direct the business and affairs of JUST-US; shall determine its policies or changes therein within the limits of these bylaws; shall actively promote its purposes; and shall have discretion in the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition. The Board of Directors shall be composed of a number between eight (8) and eleven (11) members. Three (3) members of the Board will be identified as Officers and will serve as the Executive Committee. Those members of the Board serving on the Executive Committee will be President, President-Elect and Immediate Past President. The remaining members of the Board will serve in Director positions, the focus of which will be determined on an annual basis. In addition, the Siemens Executive Liaison and the JUST-US Executive Director shall be non-voting, ex-officio members of the Board of Directors.
Section 3. Eligibility, Election and Term of
Office. Directors and Officers must be official representatives of a General Member who is in good standing. Directors shall be elected annually by the membership as set forth in Article X of these bylaws and Officers will be determined by the Board of Directors. The terms of office for Officers and Directors shall be as follows:
- Any member of the Board serving as Officer will serve three consecutive one (1) year terms, in the following sequence: President-Elect, President, and Immediate Past President. The President-Elect will be determined by the Board of Directors, based on a recommendation from the Executive Committee.
- All Directors shall be elected for a two (2) year term, with a maximum of two (2) consecutive terms.
- Officers and Directors shall take office on the last day of the annual conference, or July 1 (whichever comes first) in the year in which they are elected and shall continue in office until their successors are duly elected and qualified, unless a Director earlier resigns, is removed or is otherwise unable to serve. At this time, each Director at Large may be assigned a specific director position with the Board of Directors.
Section 4. Vacancies.
- All vacancies on the Board shall be filled as soon as possible after the vacancy occurs, with every reasonable effort made to fill the position within forty-five (45) days.
- Any person appointed to the Board of Directors to fill a vacancy shall have the same responsibility and authority as the person originally elected by the membership.
- JUST-US shall have operating procedures which define the sequence of activities to be taken to fill a vacancy in any individual Board position.
Section 5. Resignation or Removal from Office. A member of the Board may resign at any time by giving written notice to the President. A member of the Board may be removed from office for cause by a vote of the membership entitled to elect such member of the Board. Any member of the Board who finds he or she is in a position which presents an ongoing conflict of interest to the JUST-US purposes as stated in Article II of these bylaws may be removed for cause. Notwithstanding the foregoing, the authority of any individual Board member may be suspended by the Board of Directors for cause.
Section 6. Regular Meetings. The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.
Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by any four (4) members of the Board.
Section 8. Place and Time of Meetings. All meetings of the Board of DIrectors shall be held as such time and place, as the Board of Directors may, from time to time, determine.
Section 9. Notice. Notice of special meetings of the Board of Directors shall be given at least five (5) business days prior to the time designated for such meeting, and shall specify the date, time and place of the meeting. In event of emergency, as shall be determined by the judgment of a majority of the Board, at least twenty-four (24) hours prior notice shall be given.
Section 10. Attendance at Board Meetings. Members of the Board shall participate in every Board meeting. More than two (2) consecutive absences without good cause and due notification to the President of the Board prior to the board meeting presents grounds for removal for cause of that Board member. Members of the Board must adhere to attendance policies as outlined in the JUST-US Policy Manual.
Section 11. Quorum. A majority of the total membership of the Board of Directors shall constitute a quorum for the transaction of business.
Section 12. Manner of Acting. The act of a majority of the members of the Board at a meeting at which quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 13. Telephone Conferences. Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
Section 14. Mail or Electronic Vote. Any action requiring a vote of the Board of Directors may be taken by mail or electronic ballot. The action taken shall be effective upon the unanimous approval of the members of the Board.
Section 15. Compensation. Neither directors nor officers of JUST-US shall receive salaries or other compensation for their services, but by resolution of the Board of Directors, the reimbursement of reasonable and necessary expenses of attendance may be allowed for each regular and special meeting of the Board of Directors.
Section 16. Board Member Departure. If a Board member is no longer eligible for general membership, and has less than one-half of his or her term left in office to complete, the Board member shall be allowed to complete his or her term. If the Board member has more than one-half of the term left in office to complete, the member shall be allowed to complete his or her term up to the next scheduled board meeting. Exceptions to these conditions must by approved by a majority vote of the remaining members of the Board of DIrectors.
ARTICLE IX
OFFICERS AND EX-OFFICIO MEMBERS
Section 1. Officers. The officers of JUST-US shall be the President, the President-Elect, and the Immediate Past President. These three positions will constitute the JUST-US Executive Committee.
Section 2. President. The President shall
be the Chief Executive Officer and shall have general supervision
over the affairs of JUST-US, subject, however, to the control of the
Board of Directors. The President shall have overall responsibility
for the administration of the user group and for the execution and
communication of the plans and policies outlined or adopted by the
Board of Directors. The President may, with consent of the Board,
delegate certain responsibilities to the Executive Director, other
Board members, or appointed committees, as deemed appropriate. The
President shall be the official spokesperson for the organization.
The President shall preside at all meetings of JUST-US and the
Board of Directors. The President may appoint, with the consent of
the Board, standing committees, task forces and their respective chairpersons.
The President shall perform all the duties incident to the office
of President and such other duties as may be prescribed, from time
to time, by the Board of Directors.
Section 3. President-Elect. The President-Elect shall serve as the incoming President of JUST-US and shall be assigned responsibilities upon the start of the Board term. The President-Elect shall also be assigned oversight responsibility of the Chief Staff Executive as it pertains to all matters regarding the funds and securities of JUST-US as well as other general administrative duties. The President-Elect shall have oversight responsibility for the preparation, distribution, and retention of the minutes of the meetings of the members and the Board of DIrectors in one or more books provided for that purpose. The President-Elect shall ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law; and shall serve as custodian of the records of JUST-US.
Section 4. Directors-at-Large. Upon the
approval of the Board, the President shall request that individual
Directors-at-Large undertake responsibility for, among other things,
the following: (i) Conference; (ii) Marketing; (iii) Membership; and
(iv) Staff.
Section 5, Siemens Executive Liaison. Siemens Enterprise Networks Liaison & Director of Consultant/Customer Relations.
The Siemens Enterprise Networks Liaison and Siemens
Director of Consultant/Customer Relations shall be designated by the
president of Siemens Enterprise Networks in writing
to be the principal SSiemens Enterprise Networks
Liaisons to JUST-US. The Siemens Enterprise Networks
Liaison(s) shall serve as ex-officio, non-voting member of the Board
of Directors.
Section 6. Executive Director. The
administrative and day-to-day operations of JUST-US shall be the responsibility
of the salaried staff head or firm employed or appointed by the Board
of Directors. The chief staff officer shall have the title of Chief
Staff Executive and shall have the authority and responsibility to
act in JUST-US’s behalf as determined by the Board of Directors. The
Executive Director may be assigned the duties of the Director of
Administration & Finance, in whole or in part, and such other
duties as may be specified by the Board of Directors. The Chief Staff
Executive shall serve as an ex-officio, non-voting member of the Board
of Directors.
ARTICLE X
NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. Prior
to the annual conference, the Board of Directors shall appoint a Nominating
Committee, composed of representatives of not less than three (3)
General Members, not including a Director appointed by the Board,
who shall automatically be the Chairperson of the Committee. Nominating
Committee members themselves shall not be eligible for election. With
the exception of the President and the Immediate Past President, who
shall automatically succeed to office, the Nominating Committee
shall nominate up to three (3) candidates for each position, unless
otherwise determined by the Board of Directors. Each nominee must
be reviewed and accepted by the Board to be eligible for office.
Section 2. Annual Elections for Directors and
Officers. Elections for open officer and director positions
shall be held annually during the annual conference or before July
1 (whichever comes first). The names of candidates and the positions
for which they are being nominated shall be presented to the voting
membership for election. The Board of Directors shall establish procedures
for conducting the election.
Section 3. Election Committee. The Nominating
Committee shall serve as an Election Committee taking charge of the
details of the election.
Section 4. Quorum for Election of Directors.
The members representing not less than one tenth of the total votes
entitled to be cast shall constitute a quorum for purposes of the
mail ballot for election of Board members.
Section 5. Assumption of Office. The term
of office for officers and directors shall begin on the on the last
day of the annual conference during which they were elected or appointed
to office or July 1, whichever comes first.
ARTICLE XI
COMMITTEES
Section 1. Standing Committees. The Board
of Directors may establish, by resolution, standing committees to
carry out the purposes of JUST-US. The resolution establishing such
a committee shall set forth the committee’s purpose and composition.
Section 2. Special Committees. The President,
with the approval of the JUST-US Board of Directors, may appoint
such special committees as are necessary or appropriate to
assist in the management and administration of JUST-US. A special
committee created by the President shall terminate with the expiration
of the President’s term of office. Special committees may be established
for longer periods with the approval of the Board of Directors.
Section 3. Appointment. Unless otherwise
provided by these bylaws or the resolution establishing the committee,
the President shall appoint the chair and members of each committee
with the approval of the Board of Directors. Any member of any committee
may be removed by the person or persons authorized to appoint such
member whenever in their judgment the best interests of JUST-US would
be served thereby.
Section 4. Vacancies. Vacancies in the
membership of any Special Board Committee may be filled by appointments
made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided
in the motion of the Board of Directors designating such 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 6. Rules. Each committee may adopt
rules for its own government not inconsistent with these bylaws or
with rules adopted by the Board of Directors.
ARTICLE XII
CONTRACTS, CHECKS, DEPOSITS AND BONDING
Section 1. Contracts. The Board of Directors
may authorize by motion of the Board any officer or officers, agent
or agents of JUST-US, in addition to the officers so authorized by
these bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of JUST-US and such authority
may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks,
drafts or orders for the payment of money, notes or other evidences
of indebtedness issued in the name of JUST-US, shall be signed by
such officer or officers, agent or agents of JUST-US and in such manner
as shall be determined from time to time 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 Director of Administration
& Finance and countersigned by the President or the President-Elect
of JUST-US.
Section 3. Deposits. All funds of JUST-US
shall be deposited from time to time to the credit of JUST-US in such
banks, trust companies or their depositories as the Board of Directors
may select.
Section 4. Bonding. The Board of Directors
shall provide for the bonding of such officers and employees of JUST-US
as it may from time to time determine.
ARTICLE XIII
BOOKS AND RECORDS
JUST-US shall keep correct and complete books
and records of account and also shall keep minutes of the proceedings
of its Board of Directors having any of the authority of the Board
of Directors.
ARTICLE XIV
FISCAL YEAR
The fiscal year of JUST-US shall be from January
1 through December 31.
ARTICLE XV
DISSOLUTION
Upon the dissolution of JUST-US, and after payment
of all indebtedness of JUST-US, any remaining funds, investments and
other assets of JUST-US shall be distributed to such not-for-profit
organization or organizations which have purposes and objectives similar
to the purposes and objectives of JUST-US, as may be determined by
motion adopted by the Board of Directors and ratified by a majority
vote of the members.
ARTICLE XVI
WAIVER OF NOTICE
Whenever any notice whatsoever is required to
be given under the provisions of the Illinois General Not for Profit
Corporation Act of 1986, as amended, the Articles of Incorporation,
or the Bylaws of JUST-US, 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 XVII
INDEMNIFICATION
JUST-US shall provide for the indemnification
of all officers, directors, employees and agents of JUST-US to the
full extent permitted by the Illinois General Not For Profit Corporation
Act of 1986, as amended, and shall be entitled to purchase insurance
for such indemnification to the full extent as determined from time
to time by the Board of Directors.
ARTICLE XVIII
AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed
and new bylaws may be adopted by majority vote of the voting members,
at any meeting of the members at which a quorum is present, provided
that at least thirty (30) days’ written notice is given of intention
to alter, amend or repeal these bylaws and to adopt new bylaws prior
to the specified date of the vote.
