Bylaws of the Prescott Computer Society

Revised in 2001. No changes were made except to consolidate amendments into the main document to facilitate reading. As rewritten and approved at the Prescott Computer Society Board of Directors Meeting held on January 9, 2002.

TABLE OF CONTENTS

ARTICLE 1 - NAME AND MISSION

ARTICLE 2 - DIRECTORS
Section 2.1 - Number.
Section 2.2 - Eligibility, Terms, Resignation and Termination.
Section 2.3 - Vacancies.
Section 2.4 - Election of Directors.
Section 2.5 - Special Meetings.
Section 2.6 - Notice of Directors Meetings.
Section 2.7 - Chairman.
Section 2.8 - Quorums
Section 2.9 - Expenditures and Contracts
Section 2.10 - Compensation.
Section 2.11 - Powers.
Section 2.12 - Annual Report.

ARTICLE 3 - OFFICERS
Section 3.1 - Number.
Section 3.2 - Election, Term of Office and Qualifications.
Section 3.3 - Vacancies.
Section 3.4 - President
Section 3.5 - Vice President
Section 3.6 - Secretary
Section 3.7 - Treasurer
Section 3.8 - Salaries.
Section 3.9 - Removal.

ARTICLE 4 - AGENTS AND REPRESENTATIVES
ARTICLE 5 - ADVISORY COMMITTEES
ARTICLE 6 - VOTING UPON SHARES OF OTHER CORPORATIONS
ARTICLE 7 - MEMBERS OF THE PRESCOTT COMPUTER SOCIETY
ARTICLE 8 - FISCAL YEAR
ARTICLE 9 - PROHIBITION AGAINST SHARING IN EARNINGS
ARTICLE 10 - INVESTMENTS
ARTICLE 11 - AMENDMENTS

ARTICLE 1 - NAME AND MISSION
The name of the organization shall be the Prescott Computer Society (Herein also referred to as the "Society" or the "PCS"). The mission of the Society is to
(1) Educate and assist its members in the better use of IBM compatible computers,
(2) Provide a forum for the exchange of computer information,
(3) Encourage the use of computer resources in the community,
(4) Spread information regarding the computer facilities and resources available in the Prescott area, and,
(5) Serve the community by making the skills of its volunteer members available to the community. To accomplish its mission the Society shall draw upon the skills, education and experience of its members and the community at large. It will provide its members with an opportunity to meet with others with similar interests, to exchange information and assist its members in developing solutions to problems and issues related to the use of computers. The basic goal of the Prescott Computer Society is to assist its members and the community in the better use of personal computers. The Prescott Computer Society will not engage in, or support, any political, religious or other activities or functions. It will only engage in activities consistent with its goal.

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ARTICLE 2 - DIRECTORS
Section 2.1 - Number. The number of directors of the Prescott Computer Society shall be nine (9) unless such number be increased or decreased by amendment to these By-Laws. When the number of directors is decreased by amendment, each director in office shall serve until his term expires, or until his resignation or removal as herein provided.

Section 2.2 - Eligibility, Terms, Resignation and Termination. All Directors shall be members of the Prescott Computer Society. The terms of the directors shall be for 2 years from the date of their election. The terms of the Directors are to be staggered with four being elected one year and the other five being elected the following year. This provides continuity and experience on the Board.

A director may resign at any time by giving written notice of resignation to the Board of Directors. Any director missing three consecutive meetings of the Board of Directors or in failure to comply with such reasonable participation requirements as may be subsequently established by resolution of the Board of Directors, may be relieved from his responsibility and terminated from his office by a simple majority of the members of the Board of Directors present and voting at any duly convened meeting.

Section 2.3 - Vacancies. Any vacancy in the Board of Directors occurring between annual meetings, including a vacancy created by an increase in the number of directors made by the Board of Directors, may be filled for the unexpired portion of the term by the directors then serving, although less than a quorum, by affirmative vote of the majority thereof.

Section 2.4 - Election of Directors. There shall be an annual membership meeting in March of every year for the purpose of the election of directors to fill the regular vacancies in the Board of Directors then occurring and the transaction of other business. A minimum of two weeks' written notice of an annual meeting shall be given to all members. If for any reason in any year such annual meeting shall not occur, the annual meeting for that year shall be conducted at the next meeting of the Board of Directors at which a quorum shall be present.

All currently paid-up members of the organization shall be entitled to one vote. Election shall be by the simple majority of the members. Voting results shall be tallied at the annual meeting and announced at that time.

There will be at least one Board of Directors meeting each year, within thirty (30) days after the annual meeting of the membership.

Section 2.5 - Special Meetings. Special meetings of the Board of Directors may be called by the President or Vice President and must be called by either of them on the written request of any two members of the Board. In an emergency the Board may meet by telephone conference call.

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Section 2.6 - Notice of Directors Meetings. Notice of all directors' special meetings, except as herein otherwise provided, shall be given by mailing the same at least three days or by telephoning the same at least one day before the meeting to the usual business or residence address of the director, if known, otherwise to the last known address for such director, but such notice may be waived by any director. Regular meetings of the Board of Directors may be held without notice to the membership at such time and place as shall be determined by the Board. Any business may be transacted at any directors' meeting. At any meeting at which every director shall be present, even though without any notice or waiver thereof, any business may be transacted.

Section 2.7 - Chairman. At all meetings of the Board of Directors, the President or Vice President (In that order of priority), or in their absence a, chairman chosen by the directors present, shall preside.

Section 2.8 - Quorums At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these By-Laws.

Section 2.9 - Expenditures and Contracts The Board of Directors shall approve in advance, by simple majority vote, all expenditures and contracts which exceed one hundred dollars ($100.00) before a commitment to make the expenditure is made. Expenditures under one hundred dollars ($100.00) shall be approved by the President or the Vice-President of the PCS.

Section 2.10 - Compensation. Directors shall not receive any salary for their services as such. The Board of Directors shall have power in its discretion to contract for and to pay to directors rendering unusual or exceptional services to the Society special compensation appropriate to the value of such services.

Section 2.11 - Powers. All the powers, except such as are otherwise provided for In these By-Laws and in the laws of the State of Arizona, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the Society, such powers as they may see fit.

Section 2.12 - Annual Report. At the annual meeting the Board of Directors shall present a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:

(a) the assets and liabilities, including any trust funds, of the Society as of the end of the fiscal year immediately preceding the annual meeting, which shall be not more than four months prior to such meeting;

(b) the principal changes in assets and liabilities, including any trust funds, during the year immediately preceding the date of the report;

(c) the revenue or receipts of the Society, both unrestricted and restricted to particular purposes, for the year Immediately preceding the date of the report;

(d) the expenses or disbursements of the Society, for both general and restricted purposes, during the year immediately preceding the date of the report.

The annual report of directors shall be filed with the records of the Society and an abstract thereof entered in the minutes of the proceedings of the annual meeting.

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ARTICLE 3 - OFFICERS
Section 3.1 - Number. The officers of the Society shall be the President, Vice President, Secretary, Treasurer, and such other officers with such powers and duties not inconsistent with these By-Laws. Any two offices, except those of President and Vice President, may be held by the same person.

Section 3.2 - Election, Term of Office and Qualifications. The President and the Vice President shall be elected annually by the Board of Directors from among their number, and the other officers shall be elected annually by the Board of Directors from among such persons as the Board of Directors may see fit, at the annual meeting.

Section 3.3 - Vacancies. In case any office of the Society becomes vacant by death, resignation, retirement, disqualification or any other cause, the majority of the directors then in office, although less than a quorum, may elect an officer to fill such vacancy for the remainder of the term of the officer being replaced, provided however in case of vacancy in the office of President. the Vice President shall assume the office and the directors shall elect a new Vice President.

Section 3.4 - President. The President shall preside at all meetings of members and of the board of Directors. He shall have and exercise general charge and supervision of the affairs of the Society and shall do and perform such other duties as may be assigned to him by the Board of Directors.

Section 3.5 - Vice President. At the request of the President, or in the event of his absence or disability, the Vice President shall perform the duties and possess and exercise the powers of the President, and to the extent authorized by the By-Laws the Vice President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned by the Board of Directors.

Section 3.6 - Secretary. The Secretary shall have charge of such books, documents and papers as the Board of Directors may determine. The Secretary shall attend and keep the minutes of all the meetings of the Board of Directors and may sign with the President or Vice President, in the name and on behalf of the Society, any contracts authorized by the Board of Directors.

The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned by the Board of Directors. The Secretary shall issue formal notice of annual meetings, prior to each annual meeting. The Secretary shall use reasonable diligence in ascertaining and assuring that a quorum shall be in attendance.

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Section 3.7 - Treasurer. The Treasurer shall have the custody of all funds, property and securities of the Society, subject to such regulations as may be imposed by the Board of Directors. When necessary or proper the Treasurer may endorse on behalf of the Society for collection checks, notes and other obligations, and shall deposit the same to the credit of the Society at such bank or banks or depository as the Board of Directors may designate. The Treasurer shall sign all receipts and vouchers and, together with such other officer or officers, if any, as shall be designated by the Board of Directors, the Treasurer shall sign all checks of the Society and all bills of exchange and promissory notes issued by the Society, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these By-Laws to some other officer or agent of the Society.

The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Society. The Treasurer shall enter regularly on the books of the Society to be kept by him for the purpose, full and accurate account of all moneys and obligations received and paid or incurred for or on account of the Society and shall exhibit such books at all reasonable times to any director. The Treasurer shall, in general, perform all the duties Incident to the office of Treasurer, subject to the control of the Board of Directors.

Section 3.8 - Salaries. The officers of the Prescott Computer Society shall serve without any salary.

Section 3.9 - Removal. Any officer may be removed from office without cause by the affirmative vote of all the directors (except the vote of the officer himself or herself if he or she is a director), or for cause by two-thirds of all the directors at any regular or special meeting called for that purpose, for nonfeasance, malfeasance or misfeasance, for conduct detrimental to the interests of the Society, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed for cause shall be entitled to at least five days' notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.

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ARTICLE 4 - AGENTS AND REPRESENTATIVES
The Board of Directors may appoint such agents and representatives of the Society with such powers and to perform such acts or duties on behalf of the Society as the Board of Directors may see fit, so far as may be consistent with these By-Laws, to the extent authorized or permitted by law.

ARTICLE 5 - ADVISORY COMMITTEES
The Board of Directors may appoint from its members, or from among such persons as the Board may see fit, one or more advisory committees, and at any time may appoint additional members thereto. The members of any such committee shall serve during the pleasure of the Board of Directors. Such advisory committees shall advise with and aid the officers of the Society in all matters designated by the Board of Directors. Each such committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.

The members of any advisory committee shall not receive any stated salary for their services as such, but by resolution of the Board of Directors. a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of such committee. The Board of Directors shall have power in its discretion to contract for and to pay to any member of an advisory committee, rendering unusual or exceptional services to the Society, special compensation appropriate to the value of such services.

ARTICLE 6 - VOTING UPON SHARES OF OTHER CORPORATIONS
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Society to vote either in person or by proxy at any meeting of shareholders of any corporation in which this Society may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this Society might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.

ARTICLE 7 - MEMBERS OF THE PRESCOTT COMPUTER SOCIETY
All persons are eligible to become members of the Prescott Computer Society by paying an annual membership fee as determined by the Board of Directors.

Annual dues are payable during the month of January of each year. New member's dues would be prorated for the months remaining until the following January.

All currently paid-up members are eligible to vote in the Annual election for Directors as well as any other matters put to the membership for a vote.

All paid-up members are eligible to participate in the meetings offered by the Society, and have access to all the benefits offered to the membership.

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ARTICLE 8 - FISCAL YEAR
The fiscal year of the Society shall be the calendar year, but by resolution, without the necessity for amendment of these By-Laws, the Board of Directors may select any other fiscal year deemed by it to be advantageous.

ARTICLE 9 - PROHIBITION AGAINST SHARING IN EARNINGS
No director, officer or employee of or member of a committee of or person connected with the Society, or any other private individual shall receive at any time any of the accumulated funds from the operations of the Society. Provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Society in effecting any of its purposes as shall be fixed by the Board of Directors.

No such person or persons shall be entitled to share in the distribution of any of the Society's assets upon the dissolution of the Society. Upon such dissolution or winding up of the affairs of the Society, whether voluntary or involuntary, the assets of the Society, after all debts have been satisfied then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to a recognized non-profit charitable organization.

ARTICLE 10 - INVESTMENTS
The Society shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a director is or may hereafter be permitted by law to make or any similar restriction.

ARTICLE 11 - AMENDMENTS
The Board of Directors shall have power to make, alter, amend and repeal the By-laws of the Society by affirmative vote of a majority of the Board, provided, however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law. Any proposed change in the By-laws shall be noticed to the full membership at least 10 days prior to the regular meeting at which the change is to be made. The membership shall be entitled to attend such meeting and give their input prior to any changes.

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