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For official Use only 14

Filed Copy, 19971121691 M, $50

Secretary of State , 07-31-97, 15:08:37

Mail to: Secretary of State
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-225
1


MUST BE TYPED Fax (303) 894-2242
FILING FEE: $50.00
MUST SUBMIT TWO COPIES

Please include a typed self-addressed envelope

ARTICLES OF INCORPORATION
OF A COLORADO NONPROFIT
CORPORATION

The undersigned person acting as incorporator of a nonprofit corporation under the Colorado Nonprofit Corporation Act executes the following Articles of Incorporation for such corporation:

FIRST: The name of the nonprofit corporation is: Pikes Peak Computer Application Society Inc

SECOND: The address of the initial registered office of the nonprofit corporation in Colorado is: 4340 Whispering Circle North, Colorado Springs CO 80917 (Address must include building number and suite number, street [or rural route number], town or city and zip code. Include a P.O. Box if mailing address is different from street address)
and the name of its initial registered agent at such address is William W Berkman

THIRD: The nonprofit corporation (will/will not) ( circle one) have members.

FOURTH: Provisions regarding the distribution of assets on dissolution are:
Upon the disolution of the Corporation, the Corporation shall, after payment or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for the charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Corporation shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principle office of the Corporation is then located, exclusively for such purposes or to such organizations, as said court shall determine which are organized and operated exclusively for such purposes.

FIFTH: The nonprofit corporation shall have FIVE directors who shall serve as the initial board of directors.
The name and address of each director is: (This information is not required)

NAME OF DIRECTOR ADDRESS (include zip code)
William W Berkmen, 4340 Whispering Cir. N., Colo Spgs CO 80917
Norman Miller, 2226 Alpine Dr., Colo Spgs CO 80909
Paul Godfrey, 2724 Flintridge Cir., Colo Spgs CO 80918
Richard Immig, 30893 Park Rd.77, Lake George CO 80827
(Vacant)


SIXTH: The name and address) of each incorporator is:

NAME OF INCORPORATOR ADDRESS (include zip code)
William W Berkmen, 4340 Whispering Cir. N., Colorado Springs CO 80917

 

The signature of each incorporator: William W. Berkman


Bylaws
of the
Pikes Peak Computer Application Society, Inc.

as approved 1 September 2001

ARTICLE I, NAME

The name of this computer user group is the PIKES PEAK COMPUTER APPLICATION SOCIETY, INC., also known as P*PCompAS (hereafter referred to in these Bylaws as the Society).

ARTICLE II, OFFICES

Section 1. PRINCIPAL OFFICE. This organization, a nonprofit organization in the State of Colorado in accordance with the provisions of the nonprofit Corporation Act (Title 7, Article 20, et Seq., Colorado Revised Statutes 1973, as amended), is the Pikes Peak Computer Application Society, Inc., with its principal office located in the County of El Paso, State of Colorado. It operates exclusively for the purposes specified in ARTICLE III, Purposes.

Section 2. REGISTERED OFFICE. The registered office of the corporation required by the Colorado Corporation Code to be maintained in the State of Colorado, may be, but not need be, identical with the principal office in the State of Colorado. The Executive Committee may change the address of the registered office from time to time.

Section 3. On 30 January 1997, the Society was granted recognition of exemption from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3). The IRS has determined that the Society is not a private foundation, which exempts the Society from the necessity to file certain income tax forms.

ARTICLE III, PURPOSES

The purposes of this Society are to:

a) Provide facilities and a forum for the education and enlightenment of the public in the field of micro computing, and

b) Encourage the exploration of hardware and software applications of micro computing in small businesses and in the home.

ARTICLE IV, MEMBERSHIP

Section 1. Applicants shall attain membership in the Society upon payment of annual dues.

Section 2. The classes of Membership in the Society shall be:

a) Family. Immediate family residing at the same residence.

b) Student. Any individual, twenty-four years of age or less, enrolled full time in a school.

c) Honorary. Honorary membership may be granted to selected individuals upon approval by a majority of the Society. Honorary memberships shall not pay dues and shall not have voting privileges.

Section 3. Annual dues. Annual dues shall be payable on or before the monthly meeting in February of each calendar year, the amount to be set forth in the STANDING RULES of the Society. New members joining the Society for the first time shall pay dues as specified in the STANDING RULES.

Section 4. Disenrollment. Membership in this Society shall cease if dues become delinquent as of the monthly meeting in February of that year. The Executive Committee shall have the authority to disenroll a member for cause after the individual concerned has been given 30 days to be heard.

Section 5. Voting privileges. Each membership is entitled to one vote. Voting by proxy is not permitted

ARTICLE V, BOARD OF DIRECTORS

Section 1. The Board of Directors (hereafter referred to in these bylaws as the Board) shall consist of five members of the Society.

Section 2. A member of the Board must have held membership in the Society for a minimum of five years.

Section 3. The Board shall be responsible for the overall planning and policy decisions as pertains to the long-range plans for the continued development and progression of the Society in accordance with the purposes of the Society as contained in ARTICLE III.

Section 4. The Board shall meet semi-annually. Three members of the Board may call special sessions at any time.

Section 5. Members of the Board shall serve for a term of five years with one new member being elected each year to replace the current member with the most tenure on the Board. The election of the new member shall be held in December of each year at the same time and schedule as the election of the Officers (ARTICLE VI). The Nominating Committee shall be responsible for submitting the name of an individual or individuals to be elected to the Board.

Section 6. After having served a term of five years or less, a Board member shall not be reelected to the Board for a period of one year.

ARTICLE VI, ELECTED OFFICERS

Section 1. Elected Officers. The elected officers shall be a President, Vice-President, Secretary, and Treasurer.

Section 2. Duties of Officers:

a) President. The President shall be the chief elected officer of the Society; shall conduct membership meetings; shall appoint all Committee Chairpersons; shall be an ex-officio member of all committees, with only a tie-breaking vote; shall establish Special Committees as needed; shall perform the duties customary to the office and such additional duties as directed by the Board.

b) Vice-President. The Vice-President shall perform the duties of the President in the absence of the President; shall serve as chair of the Program Committee; and shall perform such additional duties as directed by the Executive Committee.

c) Secretary. The Secretary shall keep a record of all the proceedings of the Society to include the Executive Committee meetings, the Board of Directors meetings, and the regular monthly or special membership meetings; shall prepare the general correspondence of the Society; shall maintain all records and documents pertinent to the status of the Society as a nonprofit organization; and shall perform such additional duties as directed by the Executive Committee.

d) Treasurer. The Treasurer shall assure that the receipt and expenditure of funds are in accordance with the directives established by the Executive Committee; shall perform the duties customary to the office; shall perform additional duties as directed by the Executive Committee; and shall make a full financial report annually. The Treasurer shall be responsible for developing and presenting an annual budget to The Society. The annual budget for the following year shall be published in the December newsletter and presented at the regular meeting in December for approval by the membership.

Section 3. Qualifications. Each elected officer must hold membership in the
Society.

Section 4. Terms of office. The term of office for Elected Officers shall be one year. An individual shall not hold the office of President for more than two consecutive terms. The other elected officers may succeed themselves in the same office.

Section 5. Election of Officers. The Nomination Committee shall present a slate of no more than three eligible and willing members to be placed on the ballot for each office. The slate shall be reported to the Executive Committee; shall be reported at the regular meeting in November; and published in the December newsletter. At the last regular meeting of the year, nominations shall be accepted from the floor. An election shall then be held. Newly elected officers shall take office at the regular meeting in January.

Section 6. Vacancies in unexpired terms:

a) The Vice-President shall succeed the President for any unexpired term and continue as President for the remainder of the term.

b) If a vacancy occurs in any elected office, a special election may be held to fill the vacancy from a slate of nominees selected by the Executive Committee.

Section 7. Compensation and Expenses. None of the elected officers shall receive any compensation for services to the Society. The necessary expenses of the elected officers and appointed committee chairs of the Society shall be paid from the funds of the Society under the policies of the Executive Committee established for such payments.

Section 8. Non-Budgetary Expenditures. The President shall be authorized to spend up to $50.00 at one time not to exceed $200 in a calendar year without approval. The Executive Committee can approve expenditures of $50.00 to $200.00. Expenditures of over $200.00 shall be approved by the Executive Committee and voted on by a two-thirds vote of the quorum.

ARTICLE VII, EXECUTIVE COMMITTEE

Section 1. The Executive Committee consists of the elected officers of the Society, the chairs of the Standing Committees and the designated representatives of the qualifying Special Interest Groups (ARTICLE X). Executive Committee members must hold membership in the Society, and they each have a vote in Committee decisions.

Section 2. The Executive Committee shall be the agency through which the general administrative and executive function of the Society shall be carried out. It shall perform the responsibilities assigned to it by these bylaws and the Board and shall conduct, manage and control the business of the Society between the official meetings of the Society.

Section 3. Regular meetings of the Executive Committee shall be held once a quarter or upon the request of three members of the Committee.

ARTICLE VIII, MEMBERSHIP MEETINGS

Section 1. Regular Meetings. Regular meetings shall be held each month. The meeting place and time shall be published in the monthly newsletter and on the Society's Web site.

Section 2. Special Meetings. Special meetings may be called by the President, the Executive Committee, or upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the call.

Section 3. Quorum. A quorum shall consist of 25% of the membership plus one elected officer of the Executive Committee.

ARTICLE IX, COMMITTEES

Section 1. Standing Committees. The President shall appoint the following committee chairpersons: Hospitality, Library, Membership/Publicity, Newsletter, and Web Services.

Section 2. Hospitality Committee. The Hospitality Committee shall be responsible for providing refreshments at regular meetings and will be reimbursed from Society funds.

Section 3. Library Committee. The librarian shall collect and maintain all computer software and reference material belonging to the Society and shall make such material available to it's members on a loan basis.

Section 4. Membership/Publicity Committee. The Membership/Publicity Committee shall be responsible for maintaining an up-to-date record of the memberships in the Society, providing this record to members monthly, keeping records of the number of members attending each monthly meeting, maintaining and providing name tags for each member at the monthly meetings, the official publicity of the Society, and conducting activities conducive to encouraging new memberships in the Society.

Section 5. Newsletter Committee. An Editor appointed by the President shall chair the Newsletter Committee. The Editor shall publish and distribute a monthly newsletter, which will reflect the interests and purposes of the Society and shall perform such additional duties as directed by the Executive Committee.

Section 6. Web services Committee. The web services committee shall provide services as set forth in the STANDING RULES.

Section 7. Special Committees. Special Committees shall be appointed by the President and approved by the Executive Committee when such committees are deemed necessary to advance the purposes of the Society. (Examples include: Audit, Nominations, Information, etc.).

Section 8. Audit Committee. An Audit Committee, when appointed by the President, shall be comprised of at least two regular members. They shall conduct an annual review of the financial reports and records of the Society in January of each year and upon a change of Treasurers. The Treasurer shall provide the Audit Committee with all records of transactions and answer any questions that may arise. A report of the Audit Committee's findings shall be given at the February meeting.

Section 9. Association of PC User Group (APCUG) Committee. The APCUG Committee shall maintain liaison with APCUG with responsibilities to: maintain the Society's area in the APCUG online database to reflect current Society officers; receive and review correspondence from APCUG and APCUG sponsor vendors to take advantage of offers available to the Society; receive and distribute all APCUG correspondence to appropriate Society officers; encourage Society representation at APCUG functions; and insure annual APCUG dues are paid each fall.

 

ARTICLE X, SPECIAL INTEREST GROUPS

Section 1. Members may form special interest groups to further the purposes of the Society through group meetings and special programs.

Section 2. Special Interest Groups having ten or more Society members may be represented on the Executive Committee by one designated representative.

ARTICLE XI, DISSOLUTION

In the event of the dissolution of the Pikes Peak Computer Application Society, Inc., after all just debts of the Society have been paid, the assets, monies, and holdings shall be given to such publicly supported tax exempt organization(s) or institution(s) as directed by a vote of the membership upon recommendation of the Executive Committee.

ARTICLE XII, BYLAWS

Section 1. Amendments. These bylaws may be amended at any regular meeting of the Society by a two-thirds vote. The amendment shall be submitted in writing at the previous regular meeting and published in the next monthly newsletter.

Section 2. Parliamentary Procedures. Robert's Rules of Order Newly Revised shall govern the proceedings of the Society not otherwise specified in the bylaws.


STANDING RULES
OF THE
PIKES PEAK COMPUTER APPLICATION SOCIETY, INC.
(Modified and approved December 5, 2009)

1. Annual Dues. Effective 1 October 2006, annual dues shall be $12.00 for an individual membership and $18 for a family membership. Family memberships will have two votes on matters voted on by the group and will get two tickets for the monthly drawing.


2. Dues shall be prorated quarterly for new members only. New members joining in the last quarter of the calendar year shall pay dues for a full year that will be credited to the following year. Members from the previous year who do not renew by the 31st of January, but decide to renew later in the year, shall pay a full year's dues.


3. Members shall receive the Society's monthly newsletter through the Society's electronic media.

4. Individuals consuming refreshments during the regular meetings are requested to make a voluntary donation of $1.00. Refreshments are free for first time guest.


5. Application forms for membership shall be provided by the Membership Committee and will be available on the Web site.


6. The Society shall maintain an active Web Site, on the APCUG server, and a Web Board for the benefit of members and endeavors to perform public services, such as supplying expertise to small businesses and home users.


7. At any general membership meeting and without prior notice, these Standing Rules may be adopted, amended, reconsidered after amendment or adoption or rescinded by a two-thirds vote. Also, they may be suspended for the duration of a meeting by a majority vote. If prior notice is given at a previous meeting or published in the newsletter for the previous month, then only a majority vote at the meeting is required to amend or rescind these Standing Rules.




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