Constitution of the
Amateur Computer Group of New Jersey

May, 1976

(Revised Spring 1981)

(Revised February 1991)

(Revised December 2001)

ARTICLE I - NAME

SECTION I.

The name of this nonprofit organization shall be:

AMATEUR COMPUTER GROUP OF NEW JERSEY, INC.

ARTICLE II - PURPOSE

SECTION I.

The purpose of this organization is to provide and promote the dissemination and exchange of computer related information of an educational nature to its members having comparable interests in Computers.

ARTICLE III - MEMBERSHIP

SECTION I.

Membership will be open to students, individuals, families, clubs, educational institutions, businesses and corporations who have comparable interests in computers. Eligibility for membership shall be determined by the directly elected members of the Executive Board who will use the AMATEUR COMPUTER GROUP OF NEW JERSEY, INC. BYLAWS, in effect at the time, as the basis of selection.

ARTICLE IV - OFFICERS

SECTION I.

(Revised Spring 1981) The officers of this organization shall be the President, Vice President, Corresponding Secretary, Recording Secretary, and Treasurer. These officers along with the Directors-At- Large shall be elected by ballot at the annual business meeting for their term as covered in the Bylaws. The Executive Board shall consist of the officers, the Directors-At Large, the immediate past President, Elected Chairmen of Board recognized subgroups, and Sol Libes, who shall be a permanent member of the Executive Board.

SECTION II.

Changed and moved to ARTICLE V, SECTION IV

SECTION III.

A Vacancy in the office of President shall be filled by the Vice. President. A vacancy in the office of Vice President or Corresponding Secretary or Recording Secretary or Treasurer or Director shall be filled by appointment by the President, subject to confirmation by a majority of the remaining directly elected members of the Executive Board.

ARTICLE V - MEETINGS

SECTION I.

The time and place of each monthly General Meeting shall be decided by the Executive Board.

SECTION II.

The President may, at the President's option, or on the written request of any two members in good standing of the ACGNJ, conduct a business meeting as part of any monthly Meeting provided that notice of such business meeting be sent to all ACGNJ members in good standing, postmarked no later than ten (10) days prior to the scheduled date of the monthly Meeting in question. A Certificate of Mailing may be filed in lieu of a postmarked notice.

SECTION III.

Special meetings may be called by the President. The call of the special meeting must state the business to be transacted, and no business shall be transacted except that stated in the call.

SECTION IV.

(Added December 2001) A Quorum shall consist of at least seven percent of the members in good standing plus at least five directly elected members of the Executive Board. All official business shall be transacted by a majority of all votes cast by the members present making up a quorum.

ARTICLE VI - AMENDMENTS

SECTION I.

This constitution and its bylaws may be amended at a monthly meeting by a three-fourths majority of the members in good standing present and voting, providing a quorum is present and the revised constitution and bylaws are published at least one month in advance of the meeting.

The ACGNJ Constitution was voted upon and passed by a majority of the membership in attendance at the May 1976 General Meeting.

Bylaws Of the
Amateur Computer Group Of New Jersey

May, 1976

(Revised Spring 1981)

(Revised February 1991)

(Revised December 2001)

ARTICLE I: NAME OF THE ORGANIZATION

Section 1.1

The name of the organization shall be Amateur Computer Group of New Jersey, Inc., hereinafter referred to as ACGNJ. The organization shall be incorporated under such name as a nonprofit organization in accordance with the laws of the State of New Jersey where its headquarters office is located.

Section 1.2

The name, ACGNJ, is an acronym formed from the expression Amateur Computer Group of New Jersey.

ARTICLE II: PURPOSE OF ACGNJ

Section 2.1

This organization shall not be conducted for profit, and forms as may be required to establish that fact shall be filed with the appropriate Director of the Internal Revenue Service.

Section 2.2

The purpose or purposes for which ACGNJ is formed are as follows:

Section 2.3

To engage in the educational interchange of ideas, techniques and information for the broader and more effective usage of computerized hardware and software.

Section 2.4

To hold meetings and sponsor lectures, seminars and workshops on the latest developments in equipment and software.

Section 2.5

To propose, publish, and distribute among its members bulletins and newsletters to keep its members advised on the affairs and proposals of ACGNJ and the current state of the art.

Section 2.6

To acquire, purchase, sell, lease, either as lessee or lessor, mortgage, pledge, or hypothecate real and personal property and, in general, to carry on any function, business and act incident thereto or necessary to carry out the purposes of the corporation not forbidden by the laws of the State of New Jersey and with all the powers conferred upon nonprofit corporations by the laws of the said State.

ARTICLE III: MEMBERSHIP

Section 3.1

There will be three types of memberships: Regular membership, Institutional membership, and Honorary membership.

Section 3.2

REGULAR MEMBERSHIP will be open to any individual or family.

Section 3.3

INSTITUTIONAL MEMBERSHIP will be open to all organizations that support ACGNJ in meeting the objectives as outlined in the ACGNJ Article II Statement of Purpose in the Constitution.

Section 3.4

HONORARY MEMBERSHIP will be available to individuals only. The individuals do not have to be members of ACGNJ. The Executive Board will be responsible for deciding if any individual deserves consideration as a nominee for Honorary Membership. The Executive Board can review as many individuals as it chooses. Individuals shall be awarded Honorary Membership for their lifetime, cannot be assessed dues, and are to be awarded all courtesies and privileges accordingly.

Section 3.5

DUES: The Board of Directors shall determine, from time to time, the amount, time and manner of payment of dues. Not later than thirty (30) days prior to the effective date for any change in the amount, time, or manner of payment of dues, notice shall be given to all members. All dues accepted by the ACGNJ shall be non refundable.

Section 3.6

A MEMBER IN GOOD STANDING is any individual for whom the current dues assessment has been paid in full for his or her category of membership and whose membership has not been specifically revoked.

Section3.7

PRIVILEGES OF ALL MEMBERS IN GOOD STANDING: include the right to receive all publications and newsletters, participate in educational assistance programs, hold office, attend all meetings, exercise one vote on all issues brought before a business meeting held in conjunction with a regular monthly meeting of the ACGNJ.

Section 3.8

Additional rights and privileges may from time to time be granted to members at the discretion of the Executive Board.

Section 3.9

LOSS OF MEMBERSHIP: The Executive Board may, by a two-thirds majority vote of its members, dismiss from membership any individual member or members whose activities or conduct are deemed to be contrary to the purpose and objectives of ACGNJ provided, however, that prior to dismissal said member or members shall be invited to appear before the Executive Board and given every opportunity to explain their position and retain their membership.

Section 3.10

Upon expiration or termination of membership in the ACGNJ, all ACGNJ assets held by such member shall be turned over to the ACGNJ.

ARTICLE IV: (A) EXECUTIVE OFFICERS

Section 4.1

(Revised December 2001) THE EXECUTIVE OFFICERS of ACGNJ shall be a President, a Vice-president, a Secretary, and a Treasurer. The duties and responsibilities of each of these shall be as provided in these Bylaws or as otherwise determined from time to time by the Executive Board.

Section 4.2

TERM OF OFFICE: The elected Executive Officers of ACGNJ shall hold office for a term of one year starting January 1, of the year following the year in which elections are held continuing in office through December 31, or later until their successors are installed.

Section 4.3

Deleted by amendment 12/7/2001

Section 4.4

VACANCIES: A vacancy in any office caused by resignation, disqualification, removal, death or any other cause shall be filled as detailed in Section 4.5 and Section 4.6

Section 4.5

If the office of President becomes vacant, the Vice President shall become President.

Section 4.6

A vacancy in the office of the Vice President or Corresponding Secretary or Recording Secretary or Treasurer or Director shall be filled by appointment by the President, subject to confirmation by a majority of the remaining directly elected voting members of the Executive board. The successor so designated shall enter upon their duties immediately and serve for the unexpired portion of the term of office so filled.

Section 4.7 DUTIES OF OFFICERS

Section 4.7.1

President: The President shall preside at the General Meeting of ACGNJ and shall serve as the chairman of the Executive Board presiding at all of its meetings. In general, the President shall perform such duties as customarily pertain to the office of President of an organization including such other duties as are provided for in these Bylaws and as from time to time may be assigned to the President by the Executive Board.

Section 4.7.2

Vice President: The Vice President shall be a member of the Executive Board and shall serve as an aide to the President. At the request of the President or in the event of the absence or disability of the President, the Vice-President shall perform all of the duties of the President, and in so acting shall have all the powers and be subject to the restrictions upon the President. The Vice President shall perform such other duties as may from time to time be assigned to the Vice-President by the President or by the Executive Board.

Section 4.7.3

(Revised December 2001) Secretary: The Secretary shall be a member of the Executive Board and shall be responsible for causing all of the duties incident to the office of Secretary to be performed including the receiving and acting on requests for membership, the issuing of meeting notices and agendas, the recording of the minutes of all Executive Board meetings and business meetings, keeping/filing of the minutes, keeping/filing of all reports, statements and other documents required by law. The Secretary shall also perform such other duties as may be assigned by the Executive Board or by the President.

Section 4.7.4

Removed by amendments made 12/07/2001

Section 4.7.5

Treasurer: The Treasurer shall be a member of the Executive Board and shall be the chief financial officer of ACGNJ and shall be responsible for collecting, safeguarding, and keeping account of all the moneys received and expended for the use of ACGNJ. The Treasurer shall deposit sums received by ACGNJ in such depositories as shall be approved by the Executive Board, and the Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Executive Board or by the President.

ARTICLE IV(b): EXECUTIVE BOARD

Section 4.8.1

Executive Board: The Executive Board has the responsibility for the government of ACGNJ and is primarily concerned with the development and implementation of ACGNJ policies, the interpretation and implementation of the decisions of the members, and the proper and prudent management of ACGNJ finances.

Section 4.8.2

Members: The directly elected members of the Executive Board shall be sixteen in number and shall consist of the President, Vice President, Corresponding Secretary, Recording Secretary, Treasurer, ten Directors-At-Large and the immediate Past President.

Section 4.8.2.1

The indirectly elected members of the Executive Board shall consist of the duly elected Chairmen of those subgroups recognized by the current Executive Board. In the event the Chairman of a subgroup is unable to attend a Board Meeting, the duly elected Vice-Chairman shall sit and vote in his place.

Section 4.8.2.2

Sol Libes shall be a permanent voting member of the Executive Board with the title "Director Emeritus".

Section 4.8.3

Directors-At-Large: The term of office for a Directors-At-Large shall be two years and shall be so designated that one-half of their membership shall be elected each year. Election of Directors-At-Large shall be the same time and in the same manner as officers as prescribed in these bylaws.

Section 4.8.4

(Revised December 2001) Quorum: Seven directly elected members of the Executive Board constitute a Quorum for the transaction of business at any meeting of the Executive Board.

Article IV (c): ELECTIONS

Section 4.9.1

Nomination: At least three months or more prior to the regular annual meeting of ACGNJ as defined in Article V Meetings (5.3) of these bylaws, the Executive Board shall create a nominating committee consisting of the immediate Past President as chairman and the indirectly elected members of the Executive Board as defined in Article IV(B): Executive Board (4.8.2.1). The nominating committee shall report to the regular members in attendance at the beginning of the monthly meeting preceding the annual meeting, the names of all individuals they have placed in nomination for the offices of President, Vice-President, Corresponding Secretary, Recording Secretary, Treasurer, and Directors-At-Large.

Section 4.9.2

Nomination By Petition: Additional nominations of any member in good standing may be made from the floor, seconded from the floor, subject to acceptance by the nominee.

Section 4.9.3

Election Procedures: The election of all officers and Directors-At-Large shall be held at the Annual Meeting. If a nominee for an office shall be unopposed, the President shall declare such individual elected. If candidates for an office shall be opposed, then election shall be by written ballot. In this case, each member in good standing is entitled to one vote. Proxies shall not be allowed. The Executive Board may permit balloting by mail, on the first ballot only. In the event some office is not filled on the first ballot, balloting shall continue until each contested office is filled by an individual who received a majority of the votes cast by those present and voting.

ARTICLE V: MEETINGS

Section 5.1

Regular Meetings: Unless otherwise ordered by the members of ACGNJ or by the Executive Board, regular general meetings of the members shall be held monthly. The time and place of such meeting shall be determined by the Executive Board and shall be designated in the notice of the meeting.

Section 5.2

Executive Board Meetings: The Executive Board shall hold such regular and special meetings as are necessary to the conduct of its business. These may be held at such times and at such places as may be determined by the majority of the members of the Executive Board. Special meetings of the Executive Board may be called by twenty five percent (25%) of the Executive Board, in which case, the following ten day notification requirement is waived. Written notices of all Executive Board meetings signed by the President or Corresponding Secretary shall be mailed to each member of the Executive Board at their last known address at least ten days prior to such meetings, except that this requirement for written notice is waived for Executive Board meetings held in conjunction with regular meetings of ACGNJ members.

Section 5.3

Annual Meeting: The last regular meeting held in the month of December of each calendar year for the purpose of electing officers and Directors At-Large and transacting such other business as may properly come before this meeting will be the Annual Meeting.

Section 5.4

Special Meetings: The Executive Board may, upon decision of the majority of its members or upon the written request of seven percent (7%) of the regular members in good standing, call a special meeting of the members at a time and place determined by the Executive Board. All business to be conducted at the special meeting shall be stated in the notice of the meeting and only business so stated may be transacted at a special meeting.

Section 5.5

Closed Meetings: The Executive Board of ACGNJ may, upon its own initiative or upon petition by a member, rule by majority vote that any meeting or session of a meeting is closed. Only members in good standing, and such individuals as the Executive Board may designate, have the privilege of attending closed meetings.

Section 5.6

(Revised December 2001) Quorum: A quorum shall consist of at least seven percent (7%) of the members in good standing plus at least five directly elected members of the Executive Board. All official business shall be transacted by a majority of all votes cast by the members present making up a quorum.

Section 5.7

Notice of Meetings: A written notice of each regular and special meeting shall be sent to each member in good standing not less than ten days before the designated time for such meeting. Only the time, place and purpose of the meeting need be stated and may be included in the ACGNJ newsletter.

Section 5.8

Organization: The President or, in the absence of the President, the Vice President shall act as the chairman of every meeting. In the event neither the President nor the Vice-President is present, then another officer of the ACGNJ will take the chair and serve until the President or Vice-President arrives at the meeting.

Section 5.9

Voting: In accordance with Article III (3.7) of the Bylaws, voting on all matters relating to the general affairs of ACGNJ on which a vote is required or is requested by the Executive Board is a privilege of membership, entitling each member in good standing one vote.

ARTICLE VI: AMENDMENTS

Section 6.1

These Bylaws may be amended at a monthly meeting by a majority vote for introduction of the proposed amendment providing a quorum is present. Final reading of the introduced amendment will take place at the succeeding monthly meeting whereby clarifications and minor changes may be made to the amendment before a final vote is taken. If the amendment is approved by a majority of the votes cast by those members in good standing, providing a quorum is present, then the amendment will be considered approved. The Corresponding Secretary will then forward a certified copy of the amendment to the Recording Secretary who will then update the official ACGNJ Bylaws.

ARTICLE VII: COMMITTEES, SUBGROUPS, AND ACTIVITIES

Section 7.1

The Executive Board of ACGNJ may, by a majority vote of its members, establish any number of committees, subgroups and/or activities comprised of one or more members so long as the function of each is relevant to the purpose of the organization as expressed in Article 11 of these Bylaws or is an aid to the Executive Board or to the officers in conducting the affairs of ACGNJ. The function, powers, composition and duration of each committee, subgroup, and/or activity shall be determined by the Executive Board.

Section 7.2

In addition to such committees, et al., that it may create pursuant to the foregoing provision, the Executive Board shall establish a Finance Committee consisting of the President, Vice President and Treasurer. The Finance Committee is responsible for preparing the ACGNJ budget, for reviewing and approving non-budgeted expenditures, supervising the accounting methods, and preparing and delivering to the members annually a statement of ACGNJ's financial status.

Section 7.3

Subgroups: The Executive Board may recognize any subset of the membership as a Subgroup or activity. The Executive Board may recognize various classes of subgroups. Elected Chairmen of Fully Recognized Subgroups will have a seat on the Executive Board.

Section 7.3.1

A Subgroup shall consist of a Subgroup Chairman, a Subgroup Vice-Chairman, and Subgroup members, the Chairman and Vice Chairman to serve for one or two years from the time of their election, the term being at the option of the Subgroup.

Section 7.3.2

An Activity shall consist of an Activity Chairman and Activity members. Its purpose and function shall be stated as part of the recognition by the Executive Board. An Activity shall have the full powers and function of a Subgroup with the exception that the Activity Chairman shall not be entitled to membership on the Executive Board.

Section 7.4

A vacancy in the office of Chairman shall be filled by the Vice-Chairman. Should both the Chairman and Vice-Chairman offices become vacant, an election shall be held by the subgroup at the next regular meeting of the subgroup to fill these vacant offices. If the vacancies are not filled at two consecutive subgroup meetings, the vacancies shall be filled by Presidential appointment.

Section 7.5

Upon termination of recognition of any committee et al., all ACGNJ assets held by same shall be turned over to the ACGNJ.

Section 7.6

ACGNJ Subgroups shall continue the unhampered management of ACGNJ assets in their possession. However, the ACGNJ asserts its ownership by having the Treasurer of the ACGNJ included on the Signature card as an additional signatory each time a new signature card is completed with newly elected officers of the Subgroup. The Board shall be restricted from exercising its rights of ownership except in the case of dissolution of the Subgroup.

ARTICLE VIII: PARLIAMENTARY AUTHORITY

Section 8.1

The rules contained in Robert's Rules of Order, Revised, shall govern ACGNJ in all cases where they are applicable, and are not inconsistent with these Bylaws.

ARTICLE IX: FINANCES

Section 9.1

The capital required to meet financial obligations of ACGNJ shall be derived from registration fees paid on a calendar year basis by the members at regular or special meetings and income derived from fund raising events. The registration fees may vary from time to time and shall be specifically stated in the meeting notice. In addition, a nondiscriminatory assessment for any special or emergency purpose may be levied upon all members by the Executive Board, provided that authority for such action has been granted by a two-thirds affirmative vote of the members of the Executive Board at a meeting called for that purpose.

Section 9.2

All funds received by the organization shall be deposited by the Treasurer in a bank account under the corporate name at a bank selected by the Executive Board. No funds shall be withdrawn from the bank account except upon checks or drafts signed by the Treasurer and countersigned by the President or Vice-President.

ARTICLE X: INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 10.1

The ACGNJ shall, to the extent legally permissible, indemnify each of its Directors and officers against all liabilities, including expenses, imposed upon or reasonably incurred by them in connection with any action, suit or other proceeding in which they may be involved or with which they may be threatened by reason of their acts or omissions as such Director or officer, unless in such action, suit or other proceeding they shall be finally adjudged not to have acted in good faith in the reasonable belief that their action was in the best interests of the ACGNJ; provided, however, that such indemnification shall not cover liabilities and expenses in connection with any matter which shall be disposed of through a compromise payment by such Director or officer, pursuant to a consent decree or otherwise, unless such compromise shall first be approved as in the best interests of the corporation (a) by a vote of Directors in which no interested Director participates, or (b) by a vote or the written approval of a majority of the members at the time having the right to vote for Directors, not counting any interested member. The rights of indemnification hereby provided shall not be exclusive or affect other rights to which any Director or officer may be entitled. Such indemnification shall be provided although the person to be indemnified is no longer an officer or Director of the ACGNJ and include payment by the ACGNJ of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of an agreement by the person indemnified, to repay such payment if he shall be finally adjudicated to be not entitled to such indemnification. As used in this article X, the terms "Director" and "officer" include their respective heirs, executors and administrators, and an "interested" Director or officer is one against whom as such the action, suit or other proceeding in question of another action or suit other proceeding on the same or similar grounds is then pending or threatened.

ARTICLE XI: DISSOLUTION

Section 11.1.1

(This article cannot legally be amended.) In case of dissolution, the assets of ACGNJ are to be used as follows:

Section 11.1.2

To pay all indebtedness of ACGNJ.

Section 11.1.3

To pay all expenses of liquidation.

Section 11.1.4

The remainder to be disposed of as outlined in Article VI of the ACGNJ incorporation papers.

ARTICLE XII: ADVANCES IN TECHNOLOGY

Section 12.0

(Added December 2001) The ACGNJ shall, by a resolution of the Board of Directors, adopt and incorporate technological advances into its operations as they come into common usage.

Section 12.1

(Added December 2001) All references to mail, notices and publishing shall be deemed to include electronic means, including e-mail and web publishing, that leave a tenable message at the address or tenable access to the membership.

Section 12.2

(Added December 2001) Executive Board and other meetings may be held electronically provided all of the members of the group have the capability of participating. Voting privileges by electronic means shall be limited to meetings of the Executive Board only.