Bylaws of the Eclipse Users Group
Article I. Name, Mission
Section 1. The name of this organization shall be Eclipse Users Group/UFO hereafter referred to as UFO.
Section 2. The mission of the organization is to
- Facilitate convenient peer and Eclipse training and education programs to its members at an affordable cost;
- Help guide future development of the Eclipse product;
- Provide a forum for constructive customer feedback to Eclipse;
- Facilitate interaction between Eclipse users to encourage best practices;
- Achieve 100% user participation in the UFO.
Article II. Membership (amended 12/2011)
Section 1. – Eclipse User Membership: Any firm that is a current user of Eclipse software shall be eligible for membership. There shall be one voting delegate per company. It is the responsibility of each member to keep current notification information on file of that member company’s designated voting delegate with the Executive Director. A company is considered a member in good standing when payment of dues and all other financial obligations to the UFO are up to date.
Section 2 – Vendor Membership: The Eclipse User’s Group / UFO provides a forum for members to learn about vendors that may benefit their companies. Vendor membership, eligibility, and relations are the responsibility of the Eclipse User’s Group Vendor Relations Committee. (amendment approved 12/1/2011)
- Vendor Eligibility, Admission and Expulsion:
- Potential vendors can be in any field of business, whether related to Eclipse or not. The Vendor Relations Committee will be the sole decision making authority in determining the merit of the vendor and their product’s benefit to the Eclipse user community.
- Vendors cannot be in direct competition with Eclipse as the primary ERP system. Competing vendors within the same field of business may be allowed at the discretion of the Vendor Relations Committee.
- Vendors may be submitted for approval to the Vendor Relations Committee by recommendation from an Eclipse User Group member or by direct solicitation by the vendor.
- Vendors must complete a vendor membership application and supply references for review by the Vendor Relations Committee.
- Vendors will be approved by a 2/3 vote by the Vendor Relations Committee.
- A vendor is considered a member in good standing when payment of dues and all other financial obligations to the Eclipse User Group are up to date.
- Vendor membership may be terminated for non-payment of dues as expressed in Article IV: Dues.
- The Vendor Relations Committee may terminate a vendor’s membership at any time and at the committees sole discretion by a 2/3 vote. Any paid dues will be refunded in such an event.
- Dues: Vendor dues will be subject to Article IV Section 2 & 3 of this document
- Vendor Membership Dues are for a calendar year.
- Vendor Membership Benefits: Approved vendors in good standing will receive:
- A posting on the Eclipse User Group’s website with a description of the services, contact information and a link to the Vendors homepage. The vendor is responsible for ensuring the information posted is accurate and up to date.
- Access to provide marketing material or advertisements for publication in the Eclipse User’s Group newsletter. Vendors are not obligated to provide such material.
- One Eclipse User Group sponsored one hour web conference marketing event per year to be scheduled in coordination with the Eclipse User’s Group Office of the Executive Director. The vendor must provide a PowerPoint presentation at least 15 days prior to the scheduled event for approval by the Vendor Relations Committee. The Committee will submit a list of available dates by December 1 for the following year. Fulfillment of those dates will be made on a first come first serve basis and will be subject the vendor being in good standing.
- Endorsements and Member Access:
- Vendor membership approval does not constitute an inducement, endorsement, recommendation or promise of any kind.
- Vendor membership does not include access to the Eclipse Users Group’s member information in any form, which would include mailing lists, email addresses, phone numbers, company lists, etc.
Article III. Admissions and Expulsions
Section 1. Any firm meeting the requirements of Article II must make application in writing on a form approved by the Board of Directors. The annual dues, as set by the Board of Directors, must be remitted with said application and any other form deemed appropriate to the integrity of the Eclipse Users Group/UFO.
Section 2. Any member may be suspended or expelled from UFO by a two-thirds (2/3) vote of all of the Board of Directors, after having been advised of the charge, and having been given an opportunity to be heard upon request in writing for such hearing. The expulsion of a Member shall not be recorded in the public literature of the UFO.
Section 3. Any member of the Board of Directors, including officers, may be removed from the UFO Board for cause by a (2/3) vote of all of the Board of Directors. The charge must be brought to the Board by a current Board member. The Board member will be advised of the charge and be given the opportunity to be heard upon request in writing for such hearing. The expulsion of a Board member whall not be recorded in the public literature of the UFO.
Article IV. Dues (amended 12/2012)
Section 1. The Board of Directors shall set the amount and time for payment of dues for membership to the Eclipse User’s Group. Initial membership dues are prorated based on the month of joining the User’s Group, per published dues schedule. Members joining in the last calendar quarter of the year shall be members for the following year upon receipt of the full year dues. Annual renewal dues will be invoiced in December and payable before January 31 for the dues year.
Section 2. The Executive Director shall notify any member whose dues become in arrears by three months in writing. If such dues are not paid within thirty days thereafter, the membership of such delinquent member shall be terminated.
Section 3. Members whose membership has been terminated for nonpayment of dues may be reinstated upon the payment of the proper dues to the UFO.
Article V. Officers & Directors (amended 5/2019)
Section 1. Officers of the UFO shall be a President, a Vice President, and a Secretary-Treasurer. All officers must be representatives of members in good standing.
Section 2.The Board of Directors shall consist of the Officers, the immediate past president and at least 8 members (but not more than 20) selected at large. All Directors must be representatives of a member in good standing. It is the intent of the UFO to have a Board that reflects the Membership with regards to member size, member location and member industry, with a preferred director membership of 10. Changing the size of the Board will require a two-thirds (2/3) majority vote of all the Board Members.
a. The president may appoint up to TWO members in good standing to the Board of Directors. They shall serve on the Board only while the president who appoints them is in office and will serve at the pleasure of the president. Appointments can only be made within the current bylaw legistated member count. All appointments must be confirmed by the Board. Participation as an appointed board member is not subject to, not counted towards term limits specified elsewhere in this document.
b. If any Director’s employment ends from their member company for any reason they have a 30-day grace period to gain employment with another member company or they forfeit their position on the Board. This will also apply if the Director’s company discontinues membership from the UFO Group. Once past the 30-day grace period, the Board of Directors can vote in a replacement, as per Section 5, to fill vacancy for the unexpired term.
Section 3. The Board of Directors shall have an Executive Committee, which shall consist of the Officers, the immediate past president, and Executive Director.
Section 4. Terms:
- a. Officers and Directors shall serve from the first day of the fiscal year until the last day of the fiscal year, based on the length of their term.
- b. The President and Vice President shall serve for one year terms and have a limit of two consecutive terms.
- c. Directors shall hold office for two years with a limit of three consecutive terms. They may be re-elected as directors after 1 year off the Board.
Section 5. In case of a vacancy of any office or Director, the Board of Directors may, by a two-thirds (2/3) majority vote of all the Board Members, fill such vacancy for the unexpired term. Any person elected to fill a vacancy shall be considered to have served a full term if they serve for more than one half of the term.
Section 6. The President may designate a member of the Board to serve as Parliamentarian.
Article VI. Nomination and Election of Officers
Section 1. The annual election shall be held the last month of the fiscal year. By September 15th of each year the President shall appoint a Nominating Committee of at least 3 members including the most recent Past President who shall serve as Chairman.
Section 2. The Nominating Committee shall meet in a timely manner to designate nominees for each office to be filled. No later than November 15th the Nominating Committee shall fill their slate and have all members notified of said slate. With this notice to members should be information on the exact requirements of the petition process.
Section 3. No later than November 30th additional nominations may be made in writing and signed by at least 3 members in good standing and must be in the hands of the Executive Director of the UFO.
Section 4. By December 1st a final ballot shall be sent to all delegated voting members in good standing. The ballot shall list nominees headed “Nominating Committee’s Nominees,” and a list in a parallel column on the same sheet, if applicable, headed “Additional Nominees.” All voting shall be completed by 11:59pm on December 15th. A simple majority of votes cast will determine the election.
Article VII. Management
- a. The Board of Directors shall direct the affairs of the UFO including budget approval.
- b. Any one member of the Executive Committee may approve any expenditure up to $250
- c. The Executive Committee can authorize expenditures up to $5000; expenditures in excess of $5000 must be approved by the Board.
- d. The Secretary-Treasurer shall furnish the Board of Directors will a monthly income and expense statement within thirty (30) days after the close of each month.
- e. Within three months after the close of the year, the Board of Directors shall receive a complete treasurer’s report of the previous year.
- f. There shall be an annual assesment of the accounting books to the Boards predetermined standards. Such assesment shall take place by March 31st for the previous year and results reported to the Board at the next scheduled meeting.
Section 2. The Board of Directors shall meet at such times, places and in such manner as the President or a majority of the Directors may designate. Fifty percent (50%) of the Board shall constitute a quorum to conduct the affairs of the UFO.
Section 3. The Executive Committee of the Board of Directors shall meet at such times, places and in such manner as the President may designate.
Article VIII. Duties of Officers
Section 1. The President is the chief executive officer of the UFO, and as such he/she is invested with all of the powers and duties normally inherent in that postion. The President shall have general supervision of the affairs of the UFO, shall preside at all business meetings of the UFO and of the Board of Directors, and shall appoint all committees and designate the Chairmen thereof.
Section 2. The Vice President will assist the President, as needed. The Vice President shall act in the event of the President’s absence or inability to carry on or fulfill the duties of the President’s office.
Section 3. The Secretary-Treasurer shall be responsible for the UFO’s funds, subject to the control of the Board of Directors. The Secretary-Treasurer will work with the Executive Director to deposit funds, pay bills, prepare financial statements and tax returns in a manner consistent with sound accounting and control practices.
Section 4. Members of the Board of Directors shall help provide direction, strategy, and tactics for maximizing the Eclipse user’s experience. These responsibilities include helping organize and/or facilitate regional training, the annual user conference, membership recruitment, and providing input to Eclipse on peer issues such as customer satisfaction and software development. The Board of Directors may from time-to-time establish specific responsibilities for its members.
Section 5. Executive Director (amended 12/15/15)
- a. shall manage the affairs of the UFO subject to the direction of the Board of Directors;
- b. shall keep proper records of all meetings of the UFO and provide such reports as may be requested by a Committee or the Board of Directors;
- c. shall perform such other duties as may be assigned by the Board of Directors
The Executive Director serves subject to the pleasure of the Board.
Article IX. Committees
Section 1. The President shall appoint the Chairman of a committee, as needed, authorizing each Chairman to select not less than two (2) members to serve with the Chairman on the Committee.
Article X. Meetings
Section 1. The Board of Directors annual meeting shall be held at such place, on such date and in such manner as designated by the Board of Directors, which shall be fixed at least three months in advance by the Board of Directors. Other regular and special meetings shall be held as designated by the Board of Directors.
Section 2. The Executive Director shall notify all Members of the time, place, manner and purpose of any general membership meeting with at least thirty days advance notice.
Section 3. Thirty percent (30%) of the voting delegates who must be members in good standing shall constitute a quorum for transacting business at any meeting with proxies being counted towards the quorum. Unless otherwise specified, transacting business requires a simple majority of votes cast. Proxy voting shall be allowed only for motions submitted to the membership 30 days prior to the date of the vote.
Section 4. The Board of Directors can seek and must abide by any proxies received from members in good standing more than one week before a scheduled meeting. Proxies that convey only a limited right to vote on specified matters shall only count for those matters specified. When seeking proxies, a request for proxies shall not be sought which confers a general authority to vote for any or all matters that come up during the meeting. Proxies will count towards quorum requirements for each individual item of business.
Section 5. The order of business at any general membership meeting shall be as follows unless otherwise changed by the presiding officer:
- a. Consideration of minutes of previous annual meeting;
- b. Report of President
- c. Report of the Secretary-Treasurer;
- d. Reports of standing or special committees;
- e. Report of Executive Director;
- f. Report of Nominating Committee;
- g. Election of Officers and Directors;
- h. Unfinished business;
- i. New business; and
- j. Adjournment.
Section6. Unless otherwise specified in this document, the most current editions of Robert’s Rules of Order will apply at all meetings of the membership and the Board.
Article XI. Amendments
Section 1. Proposed amendments to the Bylaws must first be approved by the Board of Directors. The full text of the proposed amendment must be sent to all Directors at least 30 days prior to their vote. The proposed amendment must be approved by an affirmative vote of two-thirds of all Board members. Proxy voting will not be allowed.
Section 2. After Board approval, the full text of a proposed amendment must be sent to all Member voting delegates at least 30 days prior to their vote. Approval must be by a two-thirds (2/3) majority vote of all Member voting delegates. Proxy voting will be allowed.
Article XII. Adoption Procedures
Section 1. Initial adoption of these Bylaws shall follow to the procedures outlined in Article XI and in the balance of this document.
Section 2. Persons holding office at the time these Bylaws are adopted will be considered to have been elected at the previous annual meeting. In order to rotate the Board members each year, current Board members will be designated by the President as either having started their tenure at the last annual meeting or as being at the mid-point of their term as of the last annual meeting.
Article XIII – Non – Profit (amended 12/15/15)
Section 1. Eclipse Users Group/UFO is organized exclusively for education purposes within the meaning of Section 501(c) (6) of the United States Internal Revenue Code.
Section 2. All the assets and earnings shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall inure to the benefit of any employee of the UFO or be distributed to its Directors, officers, or any private person, except that the UFO shall be empowered to pay reasonable compensation for service rendered and make payments and distributions in furtherance of the purposes set forth in Article VII of these bylaws.