VTLS Users' Group Bylaws

(Amended and approved, June 26, 1992)
(Amended and approved, April 25, 1996)
(Amended and approved, April 8, 1998)
(Amended and approved, April 26, 2001)
(Amended and approved, April 9, 2003)
(Amended and approved, May 4, 2006)
(Amended and approved, March 20, 2009)

ARTICLE 1: INTRODUCTION

1.1 The following bylaws shall serve as guidelines for the structure and management for all regional user groups of the VTLS corporation.

ARTICLE 2: PURPOSE

2.1 The purposes of this organization shall be:
1. a. To promote the common professional interests of all users of VTLS products, including software, hardware, and services;
2. b. To encourage and promote cooperation and communication among such users in order to improve the utilization of VTLS products and services;
3. c. To foster the education and professional growth of its members;
4. d. To stimulate and encourage the development and dissemination of techniques, applications, software, documentation and procedures primarily by VTLS and the members of the VTLS users' groups;
5. e. To carry on any activity whatsoever which this organization may deem proper and convenient in connection with any of the foregoing purposes.

ARTICLE 3: LIMITATIONS

3.1 This group is not organized for profit. No part of its net earnings shall inure to the benefit of, or be distributable to, any of its members, officers, or other individuals, except that this organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. It is not the purpose of this organization to be a marketing agent of any corporation. Not withstanding any of the above statements of purposes or powers, this organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes set forth in Article 2 above.

ARTICLE 4: MEMBERSHIP

4.1 Any institution which has licensed VTLS software and which is dedicated to the purposes of the VTLS users' groups shall be eligible for voting membership in the Users' Group.
4.2 Any individual or organization which does not meet the criteria set forth in Section 4.1, but which is dedicated to the purposes of the organization, may qualify as an affiliated, non-voting member of the organization.
4.3 Each institutional voting member or affiliated, non-voting member in good standing must pay, within the time and on the conditions set by the regional Steering Committees, such dues and/or assessments as may be fixed from time to time.
4.4 The membership of any voting member or any affiliated, non-voting member shall terminate upon failure of the member to meet any of the above conditions.
4.5 Any individual user of the VTLS software (from any institutional member in good standing) who is dedicated to the purposes of this organization is entitled to attend all scheduled meetings of the VTLS users' groups, participate in all discussions, make motions, and serve on committees. Voting is restricted to one representative per institutional voting member. If required, each institutional voting member must identify its designated representative to the Chair of the Steering Committee prior to the beginning of any VTLS users' group meeting.

ARTICLE 5: MEETINGS

5.1 Each regional group shall hold an annual meeting. Notice of regional meetings should be provided to all other regional groups.
5.2 A special meeting of all members may be called at any time by the Steering Committee. A special meeting of all members may also be called by fifty percent (50%) or more of the members for any lawful purpose.
5.3 A written notice of each meeting of all members shall be given not less than thirty (30) days before each meeting to each voting member who (on the record for notice of the meeting) is entitled to vote at the meeting. The notice shall state the date, time and place of the meeting and, if elections are to be held, the names of all persons who are nominees at the time the notice is given to members. The notice shall also state the general nature of the business to be transacted and, in the case of the annual meeting, those matters which the Steering Committee, at the time of the notice, intends to present for action by the voting members.
5.4 A majority of those registered as attending will constitute a quorum for the transaction of business at a meeting of users. If a quorum is present at a meeting, the affirmative vote of a majority of the voting members present shall be the act of all the members. No action may be taken at a meeting in the absence of a quorum, other than the adjournment of the meeting by a majority of the votes present. Any meeting of members may be adjourned from time to time by the vote of a majority of the voting members present at the meeting.
5.5 Each voting member in good standing shall be entitled to one vote on each matter submitted to a vote by the members. Voting may be by voice, show of hands, or ballot. Upon the demand of any voting member made at a meeting before the voting begins, the election of members to the Steering Committee may be by ballot.
5.6 Members at their discretion may organize special interest groups as long as these groups are open to all members and follow the VTLS users’ group bylaws. Such special interest groups must notify the membership / Steering Committee at least 45 days in advance of any meeting which they plan to hold. Special interest groups must keep the general membership aware of their activities by regular contributions to the VTLS users' group website.

ARTICLE 6: STEERING COMMITTEE

6.1 The Steering Committee of this organization shall consist of five to nine persons and ex officio representatives, including at least one from VTLS, Inc.
6.2 All members of the Steering Committee, except the representative appointed by VTLS, Incorporated, shall be elected. Elections for the Steering Committee shall be held annually. The Steering Committee shall take office immediately following the adjournment of the annual meeting. Tie votes will be decided through a lottery handled by the Chair.
6.3 Nominations for users to serve on the Steering Committee may be made at any time during the year to the Steering Committee. The slate of nominees will be voted upon and duly elected at the annual meeting by a majority vote. The persons receiving the most votes for vacancies shall be declared elected. In case of a tie, the incumbent Steering Committee will select from the nominees. The new board members shall assume office immediately after the annual meeting.
6.4 The duties of the Steering Committee shall be to collect assessments and issue payments as required, to plan the annual VTLS Users' Group meeting, to notify the membership of all meetings of members, and to prepare annual and financial reports.
6.5 A vacancy in the Steering Committee shall be filled by appointment (made by the Steering Committee) of a voting member of the organization to the completion of the term of the previous incumbent plus a subsequent two year term.

ARTICLE 7: STANDING COMMITTEES

7.1 Standing Committees may be established by the Steering Committee of the VTLS Users’ Group.
7.2 The purpose of the Standing Committees is to provide representative groups of users of VTLS products with subject expertise to:
7.3 The Steering Committee may select one of its members as Coordinator of the Standing Committees. Serving a specified term as determined by the Steering Committee, the Coordinator is chiefly responsible for communicating between and among the Steering Committee, the various Standing Committees, VTLS, and general membership of the VTLS Users' Group.
7.4 Each Standing Committee shall include a Chair, appointed by the Steering Committee, and any interested members from the VTLS user community.
7.5 Full details on the structure and organization of the Standing Committees can be obtained by referring to the Steering Document entitled, "Aim of the Steering Committees".

ARTICLE 7A: BUDGET

7a.1 VTLS Inc. will financially support the activities of the Steering Committee and Annual Meetings of regional user groups.

ARTICLE 8: AMENDMENTS

8.1 These bylaws may be amended, repealed, or altered, in whole or in part, by a two-thirds vote of the institutional members present at the annual meeting, provided that a copy of any amendment proposed for consideration shall be provided to each voting member at least thirty (30) days prior to the meeting. A mail-in vote from each current member institution may be solicited at an alternate time if a quorum is not available at an annual meeting.

ARTICLE 9: DISSOLUTION

9.1 Upon dissolution of the VTLS corporation, the assets of the regional users’ group account will be used to cover any outstanding obligations of the user group
9.2 Upon dissolution of the regional user group any assets or unspent funds, shall be returned to VTLS Corporation.

ARTICLE 10: CONDUCT OF MEETINGS

10.1 Documented policies and procedures will be used to conduct both Steering Committee and general meetings.

North American Updates

Appendix

NA 1: The name of this organizational shall be the VTLS Users’ Group of North America
NA 2: The Steering Committee of this organization shall consist of a Chairperson, a Vice Chair, the immediate past Chair, Secretary/Treasurer, Webmaster, two at-large representatives, and an ex officio member appointed by VTLS. All members, except the VTLS representative, are voting members of the Steering Committee.
NA 3: The Steering Committee shall serve for a term of two years. Terms on the Steering Committee shall be staggered so that approximately 50% of the membership is appointed every year.
NA 4: The Steering Committee shall be elected by the membership.
NA 5: The Steering Committee shall determine specific roles and responsibilities upon election to office, the exception being the immediate past Chair and the VTLS representative.
NA 6: Vacancies in the Steering Committee shall be filled by appointment of the Steering Committee.
NA 7: Prescribed duties of the Chairperson shall be:

To schedule all meetings of members, including the Steering Committee;
To prepare, with the assistance of the rest of the Steering Committee, the agenda for the annual meeting;
To preside at the annual meeting and at all meetings of the Steering Committee;
To be the official representative of this organization in working with other regional groups, organizations and companies

NA 8: The duties of the Vice Chair shall be:

To perform the duties of the Chair in his/her absence;
To disseminate appropriate information to the members pertinent to the interests and purposes of the organization.

NA 9: The duties of the Secretary-Treasurer shall be:

To collect dues and/or assessments as may be fixed from time to time by the Steering Committee and to issue such payments as may be required by the Steering Committee;
To attend and prepare summaries of meetings held by the Steering Committee;
To prepare and deliver to the designated archival repository all records generated by the Steering Committee and the VTLS Users' Group.
The Secretary/treasurer will act as parliamentarian.

NA 10: The duties of the Webmaster shall be:

·Serve as a liaison between the Steering Committee and VTLS Corporation to ensure the regional web presence is current and robust.
·Help manage the Listserv

NA 11: The duties of the representative-at-large shall be:

·To assist in the preparation of the annual meeting agenda and to contribute as called upon toward the accomplishment of the purposes of the organization.

NA 12: Robert's Rules of Order (newly revised) shall be the parliamentary authority for both Steering committee and general meetings, except as otherwise provided in the bylaws. The secretary/treasurer will act as parliamentarian.