Tokyo PC Users Group
Constitution and Bylaws

As approved by the membership at the annual general meeting, October 3, 2002.

ARTICLE I: NAME

The name of the organization shall be the "Tokyo PC Users Group" hereinafter called the 'TPC'.

ARTICLE II: OBJECTIVES

The objectives of Tokyo PC shall be:

1. To provide a both online and offline forum where individuals who have an interest in personal computing can meet and exchange information.
2. To improve and foster the knowledge of members about computers and computer applications.

ARTICLE III: MEMBERSHIP

1. A Member shall be an individual in good standing as required by the articles of this Constitution and the applicable Bylaws. Membership shall be available to all individuals and companies interested in promoting the objectives of TPC.
2. Categories of Membership shall be as follows:
   1. Full
   2. Associate. (A member of a household which has at least one current Full Member.)
   3. Student. (An individual under age 25 enrolled full time at a school or college.)
   4. Honorary. (An individual granted Membership by a majority vote of the Executive Board. The term of the Honorary Membership shall be at the discretion of the Executive Board.)
   5. Company. (A company engaged in business in Japan. The company may designate up to three of its employees to participate in TPC activities. Membership under the company category will be fully transferable among employees of the company holding the membership.)
   6. Newsletter only. Receives the monthly TPC newsletter.
3. All Membership categories except for Company, Honorary and Newsletter only shall have full voting privileges. A Company Membership shall entitle the company to only one vote, to be exercised by the designated company representative. An Honorary Member may also hold Full or Associate Membership status simultaneously should full voting privileges be desired.
4. The Membership Year shall be 12 months starting from the 1st of the month (called the anniversary date) in which the individual joins and terminating on the last day of the preceding month one year later.
5. Subject to the conditions specified in the bylaws, nonmembers may participate in designated TPC activities and avail themselves of selected services provided by TPC.

ARTICLE IV: OFFICERS AND EXECUTIVE BOARD

1. The officers of Tokyo PC shall be the President, the Vice-President, and the Treasurer. The term of office shall be from 1 November to 31 October of the following year. An elected term shall not exceed one year, but any officer may serve more than one term consecutively if reelected according to provisions of this Constitution.
2. The Executive Board shall consist of the officers, the appointed positions listed in Section 4, and the immediate past president, acting as an ex officio member. The Executive Board shall conduct the affairs of TPC and act in its name. A quorum shall consist of two elected officers and two appointed officers.
3. The Executive Board shall fill any vacancies among the officers that may occur during the Membership term.
4. The Executive officers shall appoint a Membership Secretary, Webmaster, Newsletter Editor, Newsletter Publisher, Publicity Officer, Programs Director, Reviews Editor, SIG Coordinator and Workshop Coordinator.
5. The Executive Board shall create and disband committees and appointed positions as it deems necessary in order to fulfill the objectives of the TPC or assist its operations.
6. All actions taken by the Executive Board are subject to challenge by any voting member at any general meeting of members and may be overturned by a two-thirds vote of voting members present.
7. All members of the Executive Board as defined in Sections 1, 4 and 5 of this Article shall have a vote. All others attending Executive Board meetings shall not have a vote. Those who are absent may give their written proxy to any Member of The TPC who is attending, as long as no Member holds more than one proxy.

ARTICLE V: ANNUAL GENERAL MEETING

1. TPC shall hold an Annual General Meeting in October each year, coinciding with the regular general meeting, for the business of electing officers, and consideration of any other matters as necessary. All Members shall receive due notice of the meeting.
2. If, in the opinion of the Executive Board, it is not possible to hold the Annual General Meeting in October, then it shall be held as soon as possible thereafter and shall be deemed to have been held in October.

ARTICLE VI: PROXIES

1. At any time, a Voting Member with written authority from another Member may act as proxy for that one other Member only.
2. At any time, Voting Members may send to the President their written proxies specifying their votes if they cannot attend a meeting. Such proxy votes received before the meeting is held will be counted as if the Voting Member were in attendance and voting in person.

ARTICLE VII: FINANCES

1. The TPC is a non-profit organization. However, it may accept donations from businesses, associations, or agencies which may wish to further the Group's objectives. Such contributions shall not be binding in any way upon any aspect of The TPC's activities or operations.
2. Membership fees shall be assigned in the Bylaws.

ARTICLE VIII: DISSOLUTION

Ten percent of the Voting Members, by petition to the Executive Board, may call for the dissolution of The TPC. Due notice shall be given to all Members within three weeks of receipt of the petition. To become effective, the proposal must be approved by a two-thirds vote of all Voting Members of The TPC present at a General Meeting to be held within three months of receipt of the petition.

ARTICLE IX: BYLAWS

Matters required by the articles to this Constitution and any other procedural matters shall be set forth in the Bylaws which form part of this document.

ARTICLE X: AMENDMENTS

The Executive Board, or five percent of the Voting Members, by petition to the Executive Board, may propose amendments to this Constitution which shall be distributed to the Members before any general meeting and voted upon at the subsequent general meeting.

All Members shall be notified of the proposed amendment in advance of the meeting at which the vote will be taken. An amendment shall become effective if approved by a two-thirds majority of the total votes cast by voting Members present at any general Meeting and Members voting by proxy. The Members present shall constitute a quorum.

ARTICLE I: MEMBERSHIP, DUES & OTHER FEES

1. Any application for new membership may be rejected for due cause at the discretion of the Executive Board.
2. Dues shall be paid or refunded as follows:
   1. New Members - Payable with membership application together with full initiation fee. Refundable in full if application is denied or upon written request of the new Members, provided the written request is received within 30 days of the membership application.
   2. Renewal Members - Payable within the first 21 days of the anniversary date of the Member's membership Year. Non-payment within this time will result in suspension of membership until the delinquent Member pays the full annual renewal dues.
   3. All Members - Dues may be refunded in certain circumstances (such as unavoidable absence in excess of 6 months) at the discretion of the Executive Board if the Member makes such a demand in writing as early as is reasonable.
3. Dues shall be assessed as follows:
   1. New Full Member: Yearly dues of Yen 10,000, payable at the time of joining.
   2. Renewal Full Member: Yen 10,000 for the succeeding Membership Year, payable in advance on the Member's anniversary date.
   3. Associate Member: Yen 5,000 payable in advance if Full is a member in good standing.
   4. Renewal Associate Member: Yen 5,000 as long as the Full Member is in good standing with the club.
   5. New Student Member: Yen 5,000 payable in advance.
   6. Renewal Student Member: Yen 5,000 for the succeeding Membership year, payable in advance.
   7. Company Member: Yen 25,000 for the membership.
   8. Newsletter Only Member: Yen 6,000 for a one year subscription(12 issues).
   9. Renewal BBS Only Member: Yen 4,000 for the succeeding Membership year, payable in advance.
   10. The Financial Year shall be from 1 November to 31 October of the succeeding year.
4. Guest: Non-members attending to any meeting may be charged a fee of Yen 1,000 to attend. Up to two such fees may be credited towards a full membership.
5. Any matters concerning dues which are not directly addressed by the Constitution or these Bylaws shall be left to the discretion of the Executive Board.
6. A Member may be expelled by a two-thirds vote of the Executive Board.

ARTICLE II: DUTIES OF OFFICERS

1. PRESIDENT - The President shall be the chief executive officer of the Group and shall, in general, promote the welfare and interests of the organization.
2. VICE-PRESIDENT - The Vice-President shall share the duties and responsibilities of the President and shall coordinate with the committees.
3. TREASURER - The treasurer shall collect and disburse funds, keep financial records, present regular reports on the Group's finances to the Executive Board and report to the Annual General Meeting on the financial condition of TPC. In addition, the Treasurer shall prepare an annual budget with the assistance of the appropriate committees for approval by the Executive Board.
4. PROGRAM DIRECTOR - Program Director shall plan and organize monthly general meeting presentations which are in line with the objectives of the TPC.
5. WEBMASTER - The Webmaster will be responsible for maintaining the TPC's online presence.
6. NEWSLETTER PUBLISHER - The Publisher shall be responsible for the timely production of a monthly newsletter and any publications required by Tokyo PC.
7. NEWSLETTER EDITOR - The Newsletter Editor shall be responsible for the timely preparation of materials for the monthly newsletter and of other materials as needed.
8. PUBLICITY OFFICER - The publicity officer shall be responsible for sending out the monthly meeting announcements and promoting and maintaining the public profile of the club.
9. SIG COORDINATOR - The SIG Coordinator shall be responsible for building and coordinating the TPC's Special Interest Groups.
10. WORKSHOP COORDINATOR - The Workshop Coordinator shall be responsible for building and coordinating the TPC's program of workshops.
11. Not all of the appointed posts need be filled. At the discretion of the elected officers, any one person may be designated to more than one position.

ARTICLE III: GROUP MEETINGS

1. Tokyo PC shall hold a general meeting at least one a month. The meetings shall include activities or presentations which advance TPC objectives as arranged under the direction of the Executive Board.
2. The Executive Board shall meet separately from time to time as required to conduct the affairs of TPC. Participation in Executive Board Meetings by those not on the Board is solely at the discretion of the Board.
3. The approved Executive Board minutes shall be made available to members.

ARTICLE IV: COMMITTEES

1. Participation in committee activities is encouraged and is recognized as an essential contribution to the success of TPC.
2. Individual committees shall be established or disbanded by a majority vote of the Executive Board.
3. The President shall appoint committee heads.
4. Committees shall make recommendations on courses of action to the Executive Board which will decide on and implement any action to be taken or direct that the appropriate committee do so.

ARTICLE V: FINANCES

1. The Treasurer shall maintain a bank account for the club funds.
2. All disbursements must be under Executive Board approved budgets or specifically approved by the Executive Board.
3. The Treasurer shall maintain adequate records of all financial transactions which are subject to an audit at the discretion of the executive board.
4. No member can commit club funds in excess of 10,000yen without prior written approval of two elected officers. Approval must be detailed in writing and posted in the exec lounge newsgroup by one of the approving officers.

ARTICLE VI: NOMINATIONS AND ELECTIONS

1. The Nominations Committee shall consist of active members who are not candidates for office.
2. The Nominations Committee shall solicit from the Members and prepare a slate of nominees for each office. If after requesting volunteers for office, two cannot be found, one nominee will suffice.
3. A ballot listing all nominees and including space for write-in candidates shall be distributed to each Voting Member present at the Annual General Meeting.
4. Voting for officers shall be by secret ballot at the Annual General Meeting and shall be administered, counted, and verified by the Nominations Committee, the Head of which will announce the results to the General Membership at the Meeting.
5. All ballots are to be destroyed after the results have been verified to the satisfaction of all Nomination Committee Members.
6. In the event of a tie vote, the Head of the Nomination Committee shall cast the deciding ballot by lot.

ARTICLE VII: AMENDMENTS

These Bylaws may be amended as follows:

1. By General Membership
   1. Any Member may propose an amendment at any general meeting or at the Annual General Meeting.
   2. A vote shall be taken at the next general meeting subsequent to the meeting at which the amendment was proposed and all Members shall be notified of the proposed amendment in advance of the meeting at which the vote will be taken.
   3. An amendment shall become effective upon its ratification by a majority vote of the voting members at the general meeting.
2. By the Executive Board
   1. The Executive Board may change the Bylaws at a regular Executive Board meeting by a two-thirds vote of the voting members of the Executive Board.
   2. The general membership shall be informed of the change at the next general meeting.

ARTICLE VIII: PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order, Newly Revised, shall govern the club in all cases not covered by the Constitution or the Bylaws.