ICON CONSTITUTION

Article I – Name This Users' Group shall be known as "ICON - Interactive Computer Owners Network" (hereafter referred to as "Users' Group").

Article II – Purposes

Section 1. To promote a full discussion and exchange of ideas regarding the use of personal computers and related technologies, and to disseminate the significant results of these efforts and activities.

Section 2. To promote a better understanding and appreciation of the versatility and usefulness of personal computers and related technologies.

Section 3. All paragraphs, sections and subsections that appear in the Articles of Incorporation of "Interactive Computer Owners Network, Inc., Corporation Number N00042629," as amended March 16, 1996 under the heading "Purposes," shall apply to this Constitution.

Section 4. To acquire, construct, provide and operate its facilities or services without regard to age, race, color, religion, sex, marital status, physical or mental handicap (must possess capacity to enter into legal contract), or national origin.

Article III – Membership Membership shall be open to anyone interested in the purposes and objectives of this Users’ Group. By definition, an Active Member shall be considered as a dues-paying member with dues not in arrears and those recognized as Life Members. A Family Membership shall include all persons in the household.

Article IV – Dues

Section 1. Annual dues for each individual or family membership shall be twenty dollars ($20.00) and may be changed as needed by majority vote of the membership at a general membership meeting.

Section 2. New applications for membership shall be accompanied by payment of the annual membership dues plus a fee of five dollars ($5.00). The amount of the fee may be changed as needed by a majority vote of the membership at a general membership meeting.

Section 3. Special incentives on renewals and/or new memberships for a specified time may be offered periodically with approval by majority vote at a general membership meeting. These incentives may include, but shall not be limited to, partial or full waiver of the annual dues and/or application fee.

Section 4. Fifteen (15) lifetime memberships are available at a fee equal to ten (10) years' dues. Holders of lifetime memberships shall receive full benefits offered with no further annual dues.

Section 5. Delinquent renewals, one (1) month in arrears, following systematic notification shall result in suspension from voting privileges, newsletter mailings, Education library access and all other exclusive benefits of membership. Suspension may be waived by majority vote of the officers.

Article V – Officers The officers shall consist of President, Vice President, Secretary, Treasurer, and the Chairpersons of the five standing committees: Program, Membership, Web Site, Newsletter, and Education.

Article VI – Removal of Officers

Section 1. If any officer shall fail or refuse to abide by the provisions of the Constitution, or to perform the duties of their office as specified in these Bylaws, the other officers shall convene a hearing to determine if he/she should be removed. The affected officer shall have the right to be present at this hearing and to speak on their own behalf.

Section 2. The membership shall have the right to request a hearing for the removal of any officer by presenting to the President, Vice President, or Secretary, a written request signed by any twelve active members. In the event of such a request, the officers shall convene a hearing to determine for or against removal.

Section 3. Removal of an officer shall require a two-thirds (2/3) majority vote of the officers.

Section 4. If a hearing initiated at the request of the members as defined under Article VI, Section 2, results in retention rather than removal of an officer, the membership shall be notified thirty (30) days in advance of a general membership meeting wherein a vote shall be held to determine if the officer shall be retained or removed. The officer in question shall be removed by a majority vote of the members who are present and eligible to vote.

Section 5. In the event that any such hearing results in a decision by the officers for removal, the affected officer shall have the right to appeal the decision to the general membership and to speak on their own behalf. The officer in question shall be suspended until the appeal is decided, and the President shall appoint a temporary replacement.

Section 6. Such an appeal shall be held at a general membership meeting after thirty (30) days notice of the proceeding has been given, and the decision to remove an officer shall be overturned by a majority vote of the eligible members present.

Article VII – Government

Section 1. This Users' Group shall be governed by its members in membership meetings and under the leadership of the Officers of the group.

Section 2. A family membership shall be entitled to one vote.

Section 3. No part of the assets of the Users’ Group shall in any way benefit its members, officers, or other private persons, except that the Users’ Group shall be authorized to pay reasonable compensation for services rendered.

Section 4. No substantial part of the Users’ Group activities shall be to promote propaganda or otherwise attempt to influence legislation, or participate in any political campaign.

Section 5. In the event of dissolution, the Users’ Group shall, after paying or making provision for all liabilities, transfer all remaining assets to organization(s), as determined by the membership, which qualify as nonprofit under Section 501 (c)(3) of the Internal Revenue Code. It is recommended that such recipient organization(s) utilize the funds for the same or similar purposes as those stated in the Constitution, Article II – Purposes. No part of the assets of the Users’ Group shall be transferred to any member upon dissolution.

Article VIII – Meetings

Section 1. General membership meetings of the Users' Group shall be held monthly to conduct the group's business.

Section 2. The Annual Membership Meeting for the Election of Officers shall be held in the month of April.

Section 3. Social meetings, or additional meetings, may be held from time to time at the discretion of the President.

Section 4. A quorum for the transaction of business shall consist of those active members who are present at a general membership or special meeting providing that all active members were given written notice one (1) month in advance of said meeting.

Section 5. Officers’ meetings shall be called by the President at such times and places as the President deems necessary, or on the request of two (2) Officers.

Section 6. A quorum for the transaction of business at an Officers’ Meeting shall consist of five (5) of the nine (9) Officers providing all Officers received adequate notice of the meeting.

Article IX – Amendments This Constitution may be amended by a two-thirds (2/3) vote of the active members who are present at any general membership meeting, but no amendment shall be voted on without one (1) month’s notice, in writing, to the active members.

This is the complete Constitution of ICON including all amendments adopted up to and including October 21, 2006.

ICON BYLAWS

Article I – Membership

Section 1. Proposals for membership or applications for membership shall be made to the Secretary and must be accompanied by a fee of five dollars ($5.00) plus one year's dues.

Section 2. Members shall be suspended when their dues are one (1) month in arrears and shall be dropped from membership at the discretion of the Officers.

Article II – Liability of Members No officer shall be personally liable for any bills or obligations of the Users’ Group, past or present. An officer or authorized member of the Users’ Group may disburse funds or monies in their keeping within the following guidelines for each expenditure: $0.01 to $200.00 shall be discretionary, $200.01 to $1500.00 may be spent with approval of a two-thirds (2/3) majority of the officers, and expenditures of $1500.01 and above must be preapproved by a majority vote of the members in attendance at a general membership meeting.

Article III – Rights and Responsibilities of Members

Section 1. The rights and responsibilities of membership in the Users’ Group shall be equally available to all active members (as defined in Constitution Article III) and their households. This includes eligibility to be nominated, elected, or appointed to any officer position or committee. Only one person in a family membership is eligible to vote.

Section 2. All members are entitled to the use of materials, within established guidelines, from the Education library. Any member may request materials not currently available by presenting such request to the Education Committee.

Section 3. All members are encouraged to attend and participate in all functions and activities of the Users’ Group including Officers’ meetings. Any member wishing to bring an issue pertaining to the goals or activities of the Users’ Group before the membership shall be given time to speak at any general membership meeting. Each family membership shall be entitled to cast one vote (as defined in Constitution Article VII, section 2) on any issue that requires general membership approval.

Section 4. All members who benefit from association with the Users’ Group bear a responsibility to provide support for ICON’s overall program and to help others in whatever ways they are able. The Users’ Group shall not be held responsible for any action performed by any member that is beyond the authority granted in ICON’s Constitution and Bylaws.

Section 5. All members have a responsibility to keep their contact information current and to notify the Secretary of any changes as quickly as possible.

Article IV – Election of Officers

Section 1. At a meeting to be held not later than two (2) months prior to the Annual Membership Meeting, the President shall appoint a Nominating Committee consisting of five (5) members and shall name a Chairperson from among the five. This Committee shall consider nominations for the various offices to be filled. It is desirable for the Committee to find and recommend two (2) or more candidates for each office; however, if after diligent effort, only one (1) candidate can be found for any position, they shall recommend that one. The President shall ask for nominations from the floor during the March membership meeting, and the names of all candidates for office shall be presented to the membership at that time.

Section 2. No more than ten (10) days following the March membership meeting, the Secretary shall print ballots numbered in the upper right-hand corner. The ballots will list the offices, the candidate(s) in alphabetical order, and a write-in blank for each office. Spaces will be provided for each member to indicate the candidate of choice or write-in. The following instructions are to be printed on each ballot: "If this ballot is mailed or delivered to the Secretary before the election, it must be sealed in an envelope and clearly marked ‘ICON BALLOT’ to provide secrecy of balloting. A ballot MUST BE VOIDED if its envelope has been opened." Each active member/family membership shall receive one ballot, and the range of valid numbers will be given to the Election Judges on the day of the election. The range of numbers shall equal the number of active members/family memberships.

Section 3. Absentee ballots may be mailed or delivered in person to the Secretary in a sealed envelope that is clearly marked "ICON BALLOT." A ballot delivered in person must be deposited directly into the ballot box provided by the Secretary. Absentee ballots must be received by the Secretary no later than one (1) day prior to the Annual Membership Meeting. Upon receipt of an envelope marked "ICON BALLOT" the Secretary shall place the sealed envelope into the ballot box. All ballots received prior to the election shall be delivered, secure in the sealed envelopes and deposited in the ballot box, to the Election Judges by the Secretary at the Annual Membership Meeting. All other ballots must be personally placed in the ballot box at the Annual Membership Meeting.

Section 4. If for any reason a member does not receive a ballot, the Secretary shall issue a new ballot to the member. The Secretary will then assign a new number to the member’s ballot and notify the Election Judges that the original number is no longer valid and must not be counted and that the reassigned number is valid.

Section 5. At the Annual Membership Meeting the President shall appoint three (3) Election Judges to:

a. Open mailed-in ballots and collect ballots presented in person at the meeting along with those ballots personally delivered to the Secretary.

b. Ascertain that no duplicate ballot numbers occur. In the event a duplicate number does occur, both ballots shall be marked "VOID" and not counted.

c. Ascertain that no ballot number occurs outside the range of numbers. In the event a number occurs outside the range of numbers, or if a ballot has no number, the ballot shall be marked "VOID" and not counted.

d. Cut the numbers off each ballot and determine the total number of valid ballots cast.

e. Tabulate the ballots.

f. Announce the results for each office including the tabulated count for each candidate.

g. Return each and every cut-off number to the Secretary.

Section 6. The nominee for each office receiving the greatest number of votes shall be considered the winner and installed at the following membership meeting.

Article V – Duties of Officers

Section 1. All Officers -- A detailed procedural report including a list of procedures, resources, and contacts for each office and committee chairperson shall be provided to the Vice President twice a year, in July and January. All officers shall actively work in support of goals and activities voted on and approved by the general membership and/or the officers. All officers shall make a diligent effort to attend and actively participate in at least half of all open-session functions including monthly membership meetings, Special Interest Group (SIG) meetings, and social functions.

Section 2. If a vacancy occurs in any office, the President shall select a member to fill such vacancy for the remainder of the unexpired term. In case of a vacancy of the Presidency, the Vice President shall serve as President for the unexpired term and appoint a new Vice President.

Section 3. President – The President shall preside over all general membership meetings and all Officers’ Meetings of the Users’ Group; shall be an ex officio member of all committees; shall perform all such duties as are incidental to the office of and are properly required of the President. The President is empowered to appoint special committees as are needed at any time, or by a majority vote of the members at any general membership meeting, and shall appoint such committees as the members direct.

Section 4. Vice President -- In the absence of the President, the Vice President shall exercise all the functions of, and be vested with all of the powers of the President. The Vice President shall monitor and review the procedural report submitted by each officer and committee chairperson; report any discrepancies, deficiencies, or needed changes; and collaborate with each individual officer or chairperson to facilitate any recommended additions, deletions, or changes. Twice a year, in August and February, the Vice President shall provide to the officers a compilation of the procedural reports of all offices for review.

Section 5. Secretary -- The Secretary shall have charge of correspondence, equipment warranties, corporate and other papers; keep attendance records of all officers’, general membership, and special interest group meetings; maintain current membership information online; provide current membership rosters to officers and others as needed; notify appropriate members of scheduled meetings; provide monthly minutes of all general membership and officers’ meetings; and make other reports and contacts as needed.

Section 6. Treasurer – The Treasurer shall have charge of the funds of the Users’ Group, shall conduct its banking business, maintain detailed accounting records and files, and provide a detailed monthly Treasurer’s report to the officers and the membership. Checks may be signed as designated in the procedural reports.

Section 7. Chairpersons of all Standing Committees – Shall appoint in collaboration with the President, committee members and subcommittees as needed to assist in achieving the goals of the committees and the members of the organization.

Section 8. The Program Committee shall arrange an interesting and helpful program for every general membership meeting; shall cooperate with those in charge of social or additional meetings as may be held; manage and maintain equipment owned by the Users’ Group; and report to the officers any recommended additions, deficiencies or needed upgrades. The Program Committee shall be responsible for arranging meeting room space/time, and appropriate facilities for special functions of the Users’ Group. This Committee shall be responsible for setup/tear down of equipment, tables, and chairs, as needed before and after all meetings.

Section 9. The Membership Committee shall actively seek outlets (e.g. print, broadcast, electronic media) for promoting interest and awareness of the Users' Group, and shall distribute promotional literature. The Membership Committee shall assist the Secretary in taking attendance and updating members’ information. The Membership Committee shall also provide hospitality support and shall encourage members to get involved in the activities that interest them. The Secretary shall be an ex officio member of this Committee.

Section 10. The Web Site Committee shall be responsible for all electronic media relating to the organization, shall secure and maintain master copies and backups of all files, including databases utilizing electronic media, and shall provide access for all officers to resources and the means to disseminate pertinent information and announcements to the members regarding functions and activities. The Users’ Group shall be designated and registered as owner and copyright holder of all files, domain names, and hosting accounts. The Web Site Committee shall maintain current registration of the Users’ Group’s Internet domain name, continuous hosting arrangements for the Web site, and shall report to the officers any recommended changes or upgrades.

Section 11. The Newsletter Committee shall be responsible for all matters pertaining to the production, publication and mailing of ICON’s newsletter, and shall strive to produce a quality publication providing pertinent information to the members regarding the Users’ Group’s business and events, as well as articles of interest and help to the members of the group.

Section 12. The Education Committee shall have charge of all matters pertaining to the education of the members, to include maintaining, cataloging, and implementing check in/out procedures for tutorial software, literature, videotapes, etc. and shall make these materials available at all regular functions such as monthly membership meetings, Special Interest Groups, etc. This Committee shall encourage, and assist in the coordination of SIGs and hands-on classes to provide training as needed in areas of interest to the members. This Committee shall provide educational support related to current topics of interest and shall actively seek educational materials (commercial and/or freeware) that address the needs of the members and shall recommend to the officers any needed upgrades. This Committee shall monitor the status of the software review program, and assist any members enrolled. The Chairperson shall be the designated vendor representative for the Users’ Group.

Section 13. Committees shall consist of the chairperson and an adequate number of additional members to fulfill the responsibilities of the committee. Whenever possible and practical, committees should consist of the chairperson plus an even number of additional members in order to avoid the possibility of a tied vote. The vote of a majority of the members of any committee shall be considered the vote of the committee as a whole.

Section 14. Committees shall meet regularly to discuss the achievement of their assigned responsibilities. Any committee member who is absent from three (3) consecutive committee meetings without good cause may be replaced by the Chairperson in collaboration with the President.

Section 15. Any officer may also serve on committees or as chairperson of a special committee; however, whenever possible, it shall be desirable for all committees to consist of a majority of nonofficers.

Article VI – Rules of Order Robert's Rules of Order shall govern all matters of operating procedures and conduct not covered by the Constitution and Bylaws.

Article VII – Amendments These Bylaws may be amended by a two-thirds (2/3) vote of the active members who are present at any general membership meeting. No amendment shall be voted on unless written notice is given, one (1) month in advance, to the active members. These are the complete Bylaws of ICON including all amendments adopted up to and including October 21, 2006.