BY-LAWS of SUN USER GROUP, INC.
ARTICLE I
NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR
1.
Name and Purposes.
The name and purposes of the Corporation shall be as set forth in the
Articles of Organization (hereinafter "Articles").
2.
Location.
The principal office of the Corporation in the Commonwealth of
Massachusetts shall initially be located at the place set forth in the
Articles. The Directors may change the location of the principal
office of the Corporation and establish such other office or offices
as the Directors may deem appropriate, effective upon the filing of a
certificate of such change with the Secretary of the Commonwealth of
Massachusetts.
3.
Corporate Seal.
The Directors may adopt and alter the seal of the Corporation.
4.
Fiscal Year.
Unless otherwise fixed by the Members,
the fiscal year of the Corporation shall end on the date set
forth in the Articles.
ARTICLE II
MEMBERS
1.
Qualification and Classification.
There shall be three classes of members of the Corporation: Individual
Members, Institutional members and Corporate Sponsor members. A
Corporate Sponsor Member shall be a non-voting membership. Such
entities shall serve in an honorary capacity, shall in such capacity
have no right to notice of or to vote at any meeting, shall not be
considered for puroposes of establishing a quorum, and shall have no
other rights and responsibilities under these By-Laws. Corporate
Sponsor Membership is subject to the discretion of the Board of
Directors in all respects. Any person may become an Individual member
of the Corporation upon filing of a written application with the Board
of Directors and paying the requisite dues for the current year. Any
person may become an Institutional Member upon the filing of a written
application with the Board of Directors, paying the requisite dues for
the current year and satisfaction of the standards set, at the
discretion of the Board of Directors, for Institutional Membership.
Institutional Members shall have all rights and privileges of
Individual Members; however, Institutional Members may receive
discounted rates on dues subject to the discretion of the Board of
Directors.
2.
Powers and Rights.
The Members shall have such rights as are vested by law in members of
a corporation organized under Chapter 180 of the Massachusetts General
Laws, the Articles or these By-Laws, or as the Directors of the
Corporation shall further determine.
3.
Term and Termination of Membership.
3.1
Term.
The period of membership, for Individual, Institutional and Corporate
Sponsor Members, shall extend for a period of twelve (12) months
beginning with the date of payment of dues to the Corporation and
expiring twelve (12) months thereafter. If a membership is renewed in
advance, each such renewed membership shall expire twelve (12) months
from the expiration date of the previous membership term.
3.2
Causes of Termination.
The membership of any Member shall terminate upon occurrence of any of
the following events:
(i) The resignation of the Member.
(ii) Expiration of the period of membership, unless
the Member sooner renews for a subsequent period on the
renewal terms set by the Board of Directors.
(iii) Expulsion of the Member pursuant to section 3.3
of this Article.
3.3
Procedure for Expulsion, Suspension, or Sanctioning
of a Member.
A Member may be expelled from membership, suspended from membership,
or otherwise sanctioned in the event of a determination by the Board
to that effect in accordance with the procedures set forth in this
Section 3.3
(i) If there has been a determination by the Board
of Directors that a Member has failed in a material and
serious degree to observe the rules of conduct of the
Corporation, or has engaged in conduct materially and
seriously prejudicial to the interest of the
Corporation, a notice shall be sent by prepaid
certified or registered mail to the most recent address
of the Member as shown on the Corporation's records,
setting forth the Board's determination and the reasons
therefor. Such notice shall be sent at least fifteen
(15) days before the proposed effective date of the
termination, suspension, or other sanction.
(ii) The Member being expelled, suspended, or
otherwise sanctioned shall be given an opportunity to
be heard, either orally or in writing at the discretion
of the Corporation, at a hearing to be held not fewer
than five (5) days before the effective date of the
proposed termination, suspension or sanction against
the Member. The hearing will be held by a special
Termination Committee appointed by the Board of Directors
including not fewer than three (3) Directors.
Notice pursuant to Section 3.3(i) of this Article shall
state the date, time, and place of such hearing.
(iii) Following the hearing, the Terminaton Committee
shall decide whether or not the Member should be
expelled, suspended, or sanctioned in some other way
and shall inform the Member of its decision in writing.
The decision of the Termination Committee shall be final.
(iv) Any member expelled or suspended from the
Corporation shall receive a prorated refund of dues
paid for the current fiscal year of membership.
4.
Annual Meeting.
An annual meeting of the Members shall be held for the election of
Directors and any other proper business at such date, time and place
as may be designated by resolution of the Board of Directors. The
annual meeting may be held at the principal office of the Corporation
or at such other place within the United States as the President of
the Corporation shall determine.
Notice pursuant to Section 8 shall be given at least sixty (60)
days prior to the annual meeting of the Members to each Member who, on
the record date for notice of the meeting, is entitled to vote
thereat. Such notice shall specify the date, time, place and purpose
of the meeting and includes ballots approved by the Board of Directors
for recording Members votes on any matters to be voted upon.
5.
Special Meetings.
Special meetings of the members may be held at any time and at any
place within the United States, provided that notice thereof is given
not less than thirty (30) days prior to the date fixed for the
meeting. Such notice shall be given pursuant to Section 8 to each
Member who, on the record date for notice of the meeting, is entitled
to vote thereat. Such notice shall specify the purposes of the
meeting and include ballots aproved by the Board of Directors for
recording Members votes on any matter to be voted upon. Except as
provided by G.L. c. 180 S6A, or as otherwise provided by law, special
meetings of the Members may be called by the President or by a
majority of the Directors, or upon written application of fifteen
percent (15%) or more of the Members entitled to vote, shall be called
by the Clerk or, in the case of death, absence, incapacity or refusal
of the Clerk, by any other Officer.
6.
Waiver of Notice.
Whenever notice of a meeting is required, such notice need not be
given to any individual Member if a written waiver of notice, executed
on the Member's behalf before or after the meeting, is filed with the
records of the meeting. A waiver of notice need not specify the
purposes of the meeting.
7.
Record Date.
Any member of record of the Corporation as of a date fixed by the
Board of Directors not more than thirty (30) days prior to any minimum
notice period specified in Sections 4 and 5 hereof shall be deemed a
Member entitled to vote on the record date for notice of such annual
or special meeting.
8.
Form of Notice.
Notice of any annual or special Members' meeting shall be given by
mail and shall be addressed to a Member at the address of the Member
appearing on the books of the Corporation or given by the Member to
the Corporation for the purpose of such notice. Notice shall be
deemed given when deposited in the first class mail of the United
States, addressed as provided herein.
9.
Quorum.
Five percent (5%) of the membership, represented in person, by proxy,
or by written ballot shall constitute a quorum at a meeting of the
Members. If a quorum is present, the affirmative vote of the majority
of the membership represented at the meeting, entitled to vote and
voting on any matter shall be the act of the Members. In the absence
of a quorum, any meeting of Members may be adjourned from time to time
by the vote of a majority of the votes represented either in person or
by proxy.
10.
Action by Vote.
Except as provided in Sections 11 and 12 of this Article, Members may
vote in person, by proxy, or by ballot approved by the Board of
Directors.
11.
Action by Written Ballot.
Any action required or permitted to be taken at any meeting of the
Members may be taken without a meeting by a written ballot of the
Members. Such ballots shall be treated for all purposes as votes at a
meeting. The form of any written ballot shall be determined by the
Board of Directors. A written ballot may not be revoked subsequent to
its receipt by the Corporation at the address designated in the
ballot.
12.
Proxies.
Members may vote by written proxies dated not more than six (6) months
before the meeting named therein, which proxies shall be filed before
being voted with the Clerk or other person responsible for recording
the proceeding of the meeting.
ARTICLE III
DIRECTORS
1.
Number, Election and Qualification.
The number of Directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a
majority of the Directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resoultion is
presented to the Board for adoption). The Directors shall be divided
into three classes, as nearly equal in number as reasonably possible,
with the term of office of the first class to expire at the 1989
annual meeting of the Members, the term of office of the second class
to expire at the 1990 annual meeting of the Members, and the term of
office of the third class to expire at the 1991 annual meeting of the
Members. At each annual meeting of the Members following such initial
classification and election, Directors elected to succeed those
Directors whose terms expire shall be elected for a term of office
scheduled to expire at the third succeeding annual meeting of the
Members after their election. Only individuals who have been members
in good standing for twenty-four (24) of the thirty (30) months
preceding an election shall be eligible to be nominated and to serve
as a Director of the Corporation unlessp otherwise approved by a
two-thirds vote of the Board of Directors. No employee of any
workstation manufacturer shall be eligible to serve as a Director of
the Corporation.
2.
Term.
Each Director shall hold office until the next annual meeting of the
Members in which such Director's term is scheduled to expire and until
his or her successor is chosen and qualified, or until he or she
sooner dies, resigns, is removed or deemed disqualified.
3.
Powers and Compensation.
The property and affairs of the Corporation shall be managed and
controlled by the Directors, who shall have and may exercise all of
the powers of the Corporation, except those powers reserved to the
Members by law, the Articles or these By-Laws.
Directors shall not be entitled to receive compensation for their
services as Directors; provided, however, that, subject to the
Articles, Directors shall not be precluded from serving the
Corporation in any other capacity and receiving reasonable
compensation for any such service or receiving reasonable
reimbursement for expenses incurred on behalf of the Corporation.
The Directors may elect from their own number a Chairman. If a
Chairman is elected, he or she shall preside at all meetings of the
Directors, except as the Directors shall otherwise determine, and
shall have such other duties and powers as may be determined by the
Directors.
4.
Committees; Delegation of Power.
The Directors may elect or appoint one or more committees consisting
solely of Directors, and may delegate to any such committee or
committees any or all of their powers, except as such delegation is
limited by law, the Articles, or these By-Laws. The Directors may
designate one or more Directors as alternate members of any such
committee, who may replace any absent member at any meeting of such
committee. Unless the Directors otherwise by resolution designate,
all committees appointed pursuant to this Section shall conduct their
affairs in the same manner as is provided in these By-Laws for the
Directors. The members of any such committee shall remain in office
at the pleasure of the Directors.
5.
Removal.
A Director may be removed from office with or without cause by written
instrument signed by fifteen percent (15%) of the Members upon such
instrument being presented to a meeting of Directors or filed with the
records of the Corporation; however, a Director may be removed with
cause by this method only after reasonable notice and opportunity to
be heard before a regular or special meeting of the Members. A
Director may also be removed from office with cause by a vote of a
majority of the Board of Directors; however, a Director may be removed
by this method only after reasonable notice and opportunity to be
heard before a regular or special meeting of the Board of Directors.
The failure, in two consecutive instances occurring in any
twelve-month period, of a Director to attend a duly-noticed meeting of
the Board, and in which instances the Director has not given, prior to
each such meeting, a written notice of his inability to attend shall
be cause for removal of such Director from the Board.
6.
Resignation.
A Director may resign by delivering his or her written resignation to
the President, Treasurer or Clerk of the Corporation, to a meeting of
the Members or Directors or to the Corporation at its principal office
in the Commonwealth of Massachusetts. Such resignation shall be
effective upon receipt, unless specified to be effective at some other
time or upon the occurrence of some other event, and acceptance
thereof shall not be necessary to make it effective unless it so
states.
7.
Vacancies.
Any vacancy in the Board of Directors may be filled by the Directors.
Each successor shall hold office for the unexpired term of the
Director whose place is vacant or until he or she sooner dies,
resigns, is removed or becomes disqualified. The Directors shall have
and may exercise all their powers notwithstanding the existence of one
or more vacancies in their number. A majority of the Directors then
in office shall have the power to enlarge the Board and to fill any
and all vacancies caused by such enlargement.
8.
Annual Meeting.
An annual meeting of the Directors shall be held in every year
immediately after the annual meeting of the Members or special meeting
of the Members held in lieu of such annual meeting, at the time and
place as such annual or special meeting, for the election of Officers
and for the transacton of such other business as may properly come
before such meeting, and no notice shall be required for such annual
meeting.
9.
Regular Meetings.
Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall
have been established by the Board of Directors and publicized among
all Directors. A notice of each regular meeting shall not be
required.
10.
Special Meeting.
Special meetings of the Directors may be held at any time and at any
place within the United States when called by the Chairman of the
Board of Directors or, if there be no such Chairman, by the President,
or a majority of the Directors.
11.
Call and Notice.
Except as provided in Section 8 herein, reasonable notice of the time
and place of special meetings of the Directors shall be given to each
Director by the President, Clerk, or Chairman of the Board of
Directors. Such notice need not specify the purposes of the meeting,
unless otherwise required by law, the Articles, or these By-Laws.
Except as otherwise expressly provided, it shall be reasonable
notice to a Director to send notice by certified U. S. mail, postage
pre-paid, return receipt requested, at least seventy-two (72) hours
before the meeting or by telegram, telex or other electronic form of
message at least twenty-four (24) hours before the meeting, addressed
to him or her at his or her usual or last known business or residence
address; or to give notice to him or her in person or by telephone at
least twenty-four (24) hours before the meeting.
12.
Waiver of Notice.
Whenever notice of a meeting is required, such notice need not be
given to any Director if a written waiver of notice, executed by him
or her (or his or her authorized attorney) before or after the
meeting, is filed with the records of the meeting, or to any Director
who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. A waiver of notice
need not specify the purposes of the meeting.
13.
Quorum.
At any meeting of the Directors, a majority of the Directors then in
office shall constitute a quorum. Any meeting may be adjourned by a
majority of the votes cast upon the question, whether or not a quorum
is present, and the postponed meeting may be held without further
notice.
14.
Voting at Meetings.
When a quorum is present at any meeting, a majority of the votes
properly cast by the Directors present and voting shall decide any
question, including the election of Officers, unless otherwise
provided by law, the Articles, or these By-Laws.
15.
Action by Consent.
Any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if all the Directors consent
to the action in writing and such consent is filed with the records of
the meetings of the Directors. Such consents shall be treated for all
purposes as votes at a meeting.
16.
Meeting by Telecommunications.
Any meeting of the Directors or any committee of the Directors may be
held by telephone or other electronic conference device so long as all
Directors participating can hear all other Directors speak.
ARTICLE IV
OFFICERS
1.
Number and Qualification.
The Officers of the Corporation shall be a President, a Treasurer, a
Clerk, and such other Officers, if any, as the Directors may from time
to time elect. Officers need not be Directors. The Clerk shall be a
resident of the Commonwealth of Massachusetts unless the Corporation
has a resident agent appointed to accept service of process. A person
may hold more than one office at the same time. If required by the
Directors, any Officer shall give the Corporation a bond for the
faithful performance of his or her duties in such amount and with such
surety or sureties as shall be satisfactory to the Directors. The
premiums for all such bonds shall be paid by the Corporation.
2.
Election.
The President, Treasurer, and Clerk shall be elected annually by the
Directors at the first meeting of the Directors following the annual
meeting of the Members. All other Officers, if any, may be elected by
the Directors at any time, or by written consent.
3.
Term.
The President, Treasurer or Clerk shall each hold office until the
first meeting of the Directors following the next annual meeting of
the Members and until his or her successor is chosen and qualified,
and each other Officer shall hold office until the first meeting of
the Directors following the next annual meeting of the Members unless
a shorter period shall have been specified by the terms of his or her
election or appointment, or in each case until he or she sooner, dies,
resigns, is removed or becomes disqualified.
4.
President and Vice President.
The President shall be the Chief Executive Officer of the Corporation,
and, subject to the control of the Directors, shall have general
charge and supervision of the affairs of the Corporation. The
President shall also have such other duties and powers as the
Directors may determine. The President shall preside at all meetings
of the Members and, if no Chairman of the Board of Directors is
elected, at all meetings of the Directors, except as the Members or
Directors otherwise determine.
The Vice President or Vice Presidents, if any, shall have such
duties and powers as the Directors or the President shall from time to
time determine. The Vice President or the Vice Presidents in the
order designated, if there is more than one, or, in the absence of any
designation, then in the order of their election, shall have and may
exercise all the powers and duties of the President during the absence
of the President or in the event of his or her inability to act.
5.
Treasurer.
The Treasurer shall be Chief Financial Officer of the Corporation.
The Treasurer shall, subject to the direction of the Directors, be in
charge of the financial affairs of the Corporation and shall keep full
and accurate records thereof. The Treasurer shall have such other
duties and powers as the Directors shall determine.
6.
Clerk.
The Clerk shall record and maintain records of all proceedings of the
Members and Directors in a book or books to be kept for that purpose,
which book or books shall be kept within the Commonwealth of
Massachusetts either at the principal office of the Corporation or at
the office of its Clerk or of its resident agent and shall be open at
all reasonable times to the inspection of the Members for any purpose
in the proper interest of such Members relative to the affairs of the
Corporation. Such book or books shall also contain records of all
meetings of incorporators and the original, or attested copies, of the
Articles and By-Laws and the names of the Members and Directors and
the address of each. Said copies and records need not be kept in the
same office. If the Clerk is absent from any meeting of Members or
Directors, a temporary Clerk chosen at the meeting shall exercise the
duties of the Clerk at the meeting.
7.
Removal.
Any Officer may be removed from his or her office with or without
cause by the Directors. An Officer may be removed for cause only
after reasonable notice and opportunity to be heard at any regular or
special meeting of the Directors, provided that a quorum is present in
person at such meeting.
8.
Resignation.
Any Officer may resign by delivering his or her written resignation to
the President, Treasurer or Clerk of the Corporation, to a meeting of
the Members or Directors, or to the Corporation at its principal
office. Such resignation shall be effective upon receipt, unless
specified to be effective at some other time or upon the occurrence of
some other event, and acceptance thereof shall not be necessary to
make it effective unless it so states.
9.
Vacancies.
If the office of any Officer becomes vacant, the Directors may elect a
successor. Each such successor shall hold Office for the unexpired
term of the Officer whom he or she replaced, and, in the case of the
President, Treasurer, or Clerk until his or her successor is chosen
and qualified, and in each case until he or she sooner dies, resigns,
is removed or becomes disqualified.
ARTICLE V
MISCELLANEOUS PROVISIONS
1.
Execution of Instruments.
Except as the Directors may generally or in particular cases otherwise
determine, all deeds, leases, contracts, bonds, notes, guarantees,
checks, drafts and other instruments or obligations authorized to be
made, accepted or endorsed by an Officer of the Corporation in its
behalf shall be signed, and, as required, sealed, acknowledged and
delivered by the President, by the Treasurer, or by the Assistant
Treasurer; provided, however, that any recordable instrument
purporting to affect an interest in real estate, executed in the name
of the Corporation by the President or a Vice President and the
Treasurer, who may be one and the same person, shall be binding on the
Corporation in favor of a purchaser or other person relying in good
faith on such instrument, notwithstanding inconsistent provisions of
the Articles, By-Laws, resolutions or votes of the Corporation, or no
such resolution or vote.
2.
Personal Liability for Debt, Liability, or Obligation
of the Corporation.
No Member, Director, Officer, employee or other agent of the
Corporation shall be personally liable for any debt, liability or
obligation of the Corporation. All persons, corporations or other
entities extending credit to, contracting with, or having any claim
against the Corporation may look only to the funds and property of the
Corporation for the payment of any such contract or claim, or for the
payment of any debt, damages, judgment or decree, or of any money that
may otherwise become due or payable to them from the Corporation.
3.
Insurance.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Member, Director,
Officer, employee or other agent of the Corporation, or who is or was
serving at the request of the Corporation as a Director, Officer,
employee or other agent of another organization in which the
Corporation has an interest or with respect to any employee benefit
plan, against any liability incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against
the liability.
4.
Definitions.
All references in these By-Laws to the Articles and to these By-Laws
shall be deemed to refer, respectively, to the Articles of
Organization and the By-Laws of the Corporation as amended and in
effect from time to time.
5.
Amendments of By-Laws.
These By-Laws may be altered, amended or repealed in whole or in part
by a majority of the Directors then in office, except with respect to
any provision hereof which by law, the Articles, or these By-Laws
requires action by the Members. Notice thereof stating the substance
of such change shall be given to all Members of record no later than
the time of giving of notice of the meeting of Members which follows
the making, amending, or repealing by the Directors of any By-Law.
These By-Laws may be altered, amended or repealed in whole or in part
by the Members acting at any annual, regular or special meeting
provided that at least fifteen (15) days prior to the time of giving
notice for such meeting any such proposed amendment, alteration, or
repeal of a By-Law shall either have been recommended by the Directors
or submitted to the Clerk of the Corporation in a writing signed by at
least fifty (50) Members.