NiUG International Bylaws

Article I - Name

The name of this Association shall be “NiUG International”, hereinafter referred to as the “Association” or as “NiUG”.

Article II - Mission Statement

The mission of NiUG International is to provide a forum to advocate for, educate and connect users and vendors in the iMIS community.

Article III - Membership

1. Election and Qualifications. There shall be three classes of membership in this Association: Regular Member, Associate Member and Vendor Member. Membership is at a company level and applicable to all organizational staff.

A. Regular Member - shall be limited to persons or firms who own and operate iMIS systems.

B. Associate Member - shall be limited to authorized iMIS solution providers or authorized iMIS consultant.

C. Vendor Member - shall be limited to persons or firms that offer products or services to the NiUG community that do not otherwise qualify for associate membership.

2. Vote. Unless otherwise provided, only regular members of this Organization shall be entitled to one vote. Each regular member organization shall appoint someone to be their voting designate.

3. Application. The application shall include all contact information including but not limited to: organization name, primary contact, address of organization, phone, fax, email and the number of licensed users. The application shall be accompanied by the current enrollment or initiation fee together with the established first year dues. Membership shall be active on the date the application is approved.

4. Suspension, Removal and Readmission. Any member who has failed to pay his or her dues or assessments after sixty (60) days from the start of the current membership year shall be suspended from membership and shall not be entitled to any benefits or privileges of membership in NiUG. If payment of a delinquent account is made within thirty (30) days from date of suspension, the suspension shall be automatically withdrawn. Otherwise, a suspended member may reapply as a new applicant for membership.

5. Termination. The NiUG Board of Directors reserves the right to terminate the membership of individuals or organizations whose actions are determined to be detrimental to the mission of NiUG.

6. Resignation. Members may resign by serving notice to NiUG International.

Article IV - Dues

1. Dues. Membership dues shall be fixed each year by the Board of Directors. Dues will be billed prior to January first of the year for which membership is being billed. The term of membership will cover the period of January first through December thirty-first of each calendar year.

2. Initiation Fee. The Board of Directors may establish an initiation fee in the best interests of the Association.

3. Proration/Reinstatement. Any company that has been a member within the last 3 years where they have let their dues lapse or have cancelled their membership will have to pay the current years dues in their entirety and shall receive no proration of dues.

4. Fiscal Year. The fiscal year of the Association shall be January first through December thirty-first.

Article V - Officers and Directors

1. Number, Election and Quorum. For the purposes of carrying out the objectives, orderly processes and the policies of this Association as determined by any meeting of the members, a Board of Directors comprised of up to nine (9) individuals has been created consisting of the following: a President, a Vice President, a Secretary, a Treasurer, and an Immediate Past President, who own or are all employed by regular members of the Association and as many as two (2) members at large, (1) Associate Board Director and one (1) Chapter Representative position which will act as the liaison to all chapters. These position to be held by active dues paying members (regular or associate member types only) of NiUG International with not more than 25% of total being held by Associate members at any one time.

The Associate Board Director positions are appointed by the president and approved by the Board after polling the associate leaders for who they would like to see as the Associate Board Director. The Chapter Representative will be appointed by the President after polling the chapters and will be approved by the Board. All other positions are elected by the membership via a proposed slate. A majority of Board of Directors present at any duly called meeting with 51% shall constitute a quorum for doing business.

2. Term. The term for Board Directors shall be two (2) years. Board members shall be limited to three (3) consecutive terms of two (2) years each in the same position.

3. Vacancies and Removal. Any vacancy occurring on the Board of Directors between annual meetings shall be filled by the Board of Directors. A Board Director so elected to fill a vacancy shall serve the unexpired term of his predecessor and shall not be disqualified from election to a full term at the next annual election by the membership. The Board of Directors may in its discretion, by affirmative vote of two-thirds of its members, remove any Board Director for cause.

4. Conflict of Interest. A Board Director owes a duty of loyalty to the Association. Members of the Board of Directors must conduct their personal and professional affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members of the Board and this association. If a possible conflict of interest should arise with any board member at a meeting, that board member shall disclose to the Board as a matter of record any personal, financial, or professional interest. A board member having such duality of interest may be counted for quorum purposes but may not use personal influence and will abstain from voting when such matter is considered by the Board.

Article VI - Powers and Duties of Officers and Directors

1. President. The President shall preside as Chairman at all meetings of NiUG and of the Board of Directors. They shall appoint all committees and their chairpersons with concurrence of the Board and be a member ex-officio of all Committees except nominating.

2. Vice-President. The Vice-President shall assume the duties of the President in their absence or inability to attend a duly called meeting of the Board of Directors or of the membership. The Vice-President shall be a member ex-officio of all Committees except nominating.

3. Secretary. The Secretary shall maintain records of the board and ensure effective management of organization's records, manages minutes of board meetings and ensures minutes are distributed to members shortly after each meeting.

4. Treasurer. The Treasurer shall keep proper accounts of all moneys received and expended, and shall make disbursements upon the order of the President and/or of the Board of Directors. They shall make a financial report to the Board of Directors at each of the four meetings held each year.

5. Signing of Checks. All checks shall be signed by the Executive Director, Treasurer or any other individual of the Executive Committee in the absence of the President or Vice-President. Any invoices, expense claims etc… greater than $25,000 will require two (2) signatures.

6. Powers. The Board of Directors shall have the power and the duty to conduct generally the affairs of NiUG except as otherwise provided in these By-Laws. They may adopt such rules and regulations as they may deem expedient for the good order, welfare and convenience of the members and for admission to membership. They may engage agents and employees. They may suspend from the Board of Directors any member deemed guilty of acts which may be determined to be detrimental to the best interests of NiUG. Such member shall have a right to appeal to the entire membership.

Article VII - Elections

1. Election of Board of Directors. A Nominating Committee of at least four (4) board members, appointed by the President, shall present a slate of Board Directors to be elected at the Annual Meeting of the members, at least thirty (30) days prior to the said meeting. Any active member who wishes to serve on the Board should submit to the Nominating Committee notice of their interest within this 30 day window, Board of Directors shall be elected at the Annual Meeting by a ballot of the members in good standing present and voting at the Annual Meeting of the Association. In lieu of an annual meeting, balloting may be conducted using electronic means approved by the Board of Directors. The candidates receiving the majority of votes of the members present shall be declared elected.

2. Succession Plan. The succession path to the position of President within NiUG International will be as follows: any individual wishing to become president must serve in a continuous fashion, at least one term as a committee chairperson and one term at the executive committee level of the organization before being nominated to become president.

3. Term. Officers and Board Directors shall take office on January first of the following year and shall hold that office for the duration of the term.

4. Committees. The Standing Committees are as follows: Executive, Program and Product Advisory. Other committees may be appointed by the President.

Article VIII - Meetings

1. Annual Meeting. The Annual Meeting of the members shall be held at such time and place as determined by the Board of Directors. Notice of the Annual Meeting shall be made by the Secretary to all members at least thirty (30) days prior thereto.

2. Special Meetings. Special meetings of the membership may be called by the President, or by written request of 40% of the membership of NiUG to the President, stating the purposes of such meeting.

3. Board Meetings. The Board of Directors shall meet in person or by conference call annually and at such other times as may be called by order of the President, or by five (5) members of the Board of Directors.

4. Action Without Meeting. Action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors or a Committee thereof, may be taken without a meeting if, before or after the action, all members of the Board or of the Committee give consent. Such consent has the same effect as a vote of the Board or Committee for all purposes and shall be filed with the minutes of the proceeding of the Board or the Committee.

5. Participation Without Meeting. Members of the Board of Directors or any Committee thereof, may participate in a meeting of the Board or such Committee by conference telephone call or similar communication by means of which persons participating in the meeting can communicate with each other. Participating by such means shall constitute an in-person presence at the meeting.

6. Compensation. Members of the Board of Directors shall receive no compensation for their services as such but may, by resolution of the Board, be reimbursed from available funds in whole or in part for their travel expenses reasonably incurred in attending such meetings of the Board of Directors as it may be determine, and in accordance with such reimbursement methodologies as the Board may from time to time establish.

Article IX - Limitations of Authority

No member or group of members shall take any action in the name of or on behalf of NiUG unless duly authorized in conformity with these By-Laws. Any unauthorized action in the name of NiUG shall be deemed wholly void and not binding on NiUG or any of its members and shall not be construed to be the official act or acts of NiUG International.

Article X - Amendments

This Constitution and By-Laws may be amended by a two-thirds vote of the members voting; provided a notice of such proposed amendment or amendments shall have been given by the President to the members of the Association at least thirty days before such vote. Such notice may be provided, and the vote conducted, using electronic means approved by the board.

Article XI - Dissolution

The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Article XII - Executive Committee

1. Composition and Election. The Executive Committee shall consist of five (5) members of the Board of Directors, including the President, Vice President, Treasurer, Secretary and Immediate Past President.

2. Authority and Responsibility. The Executive Committee may act in place and stead of the Board of Directors between board meetings on all matters, except those specifically reserved to the Board by these bylaws, pursuant to delegation of authority to such committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board by mail or at the next Board Meeting.

3. Quorum – Call of Meetings. A majority of the Executive Committee shall constitute a quorum at any duly called meetings of the Committee. The President shall call such meetings of the Executive Committee as the business of the Association may require, or a meeting shall be called by the President upon request of three (3) members of the Executive Committee.

Article XIII - Chapters

1. Chapters may be established according to the guidelines of the policies and procedures set up by the Board of Directors.

2. The overall goals of this chapter program are to coordinate our networking and educational outreach, leverage our technical and administrative infrastructure, and represent a stronger and unified voice to ASI.

* Amended at Board of Directors Meeting September 15, 2015 and approved by membership November 2015