By-Laws of the GBC/ACM

By-Laws
of the
Greater Boston Chapter
of the
Association for Computing Machinery

(Proposed for Adoption September 1983)

Article I--Name

This organization shall be called the Greater Boston Chapter of the
Association for Computing Machinery, referred to below as either
GBC/ACM or "the chapter".

Article II--Purpose, Offices and Fiscal Year

The chapter is organized and will be operated
exclusively for educational and scientific purposes. In
furtherance thereof:
1. The chapter shall promote among its members and the public an
  increased knowledge of modern computing technology, including (but not
  restricted to) the science, design, development and construction of
  computing machines, languages and applications.
2. The chapter will provide a forum for communication between
  persons interested in computing technology.
The chapter shall mainly serve persons in the Greater Boston
metropolitan area of Massachusetts.
These By-Laws are not intended to state purposes or authorize
powers different from those promulgated in the Constitution and By-Laws
of the Association for Computing Machinery, Inc.
The registered office of the Chapter shall be at such place
within Massachusetts as may be fixed from time to time in accordance
with law. The chapter may establish other offices for conduct of
its business at such places as the Executive Board may from time to
time determine.
The Executive Board may adapt and alter the seal of the chapter
when incorporated.
The GBC/ACM fiscal year shall begin on the first day of July in
each year, whether or not its Annual Meeting takes place prior to the
new fiscal year.

Article III--Membership

All Members, Associate Members, and Student Members of the
national ACM are eligible for membership in the chapter; other
interested persons are also eligible for membership.
A member in good standing is any member whose chapter dues are
not more than sixty days in arrears. Only members in good
standing may hold chapter office, vote on chapter business and take
part in chapter elections.

Article IV--Officers

The officers of the chapter shall be President, Vice-President,
Secretary, and Treasurer. They must all be members in good
standing of the national ACM and of GBC/ACM throughout their terms of
office.
The office of President or Vice-President shall not be filled by
the same person for more than two consecutive years. Tenure in
one office shall not preclude eligibility for the other. The
President may not hold any other chapter office.
The offices of Secretary and Treasurer may be held by one person.
The officers shall be elected by majority vote of a quorum of the
general membership at the Annual Meeting. Provided that the
Annual Meeting takes place prior to a change of fiscal year, the
officers shall take office at the beginning of the next fiscal year
following the Annual Meeting. When the Annual Meeting take place
after a change of fiscal year, officers shall take office at the end of
the Annual Meeting. Officers shall serve until the end of a
fiscal year or the end of the next Annual Meeting, whichever is
later. A delayed Annual Meeting does not relieve the Treasurer of
financial reporting responsibility for his term of office.
A vacant office results when any officer resigns or any elected
candidate fails to accept office following the Annual Meeting. Any
office not accepted immediately following the Annual Meeting shall be
deemed vacant. The previous holder of a vacant office shall serve
until a successor is selected. Vacant offices shall be filled by
majority vote of all remaining members of the Executive Board. A
person so chosen will have all the rights, privileges and duties of
such office.
An officer shall resign by delivering a written resignation to a
meeting of the Executive Board at which at least two other officers
shall be present. Such resignation shall be effective upon
receipt.
An officer may be removed for cause by three-quarters majority
vote of the Executive Board. Removal of an officer shall be
considered by the EB only following receipt of a petition from the
general membership, and reasonable notice to the general
membership. Petitions for removal of a chapter officer shall
fulfill the requirements of petitions for written balloting at Annual
Meetings. An officer petitioned for removal and removed by vote
of the EB shall resign upon three-quarters majority vote of all
existing EB members.

Article V--Executive Board

The Executive Board (EB) shall consist of the present officers,
the immediate past president, and such other members of GBC/ACM as are
elected to the Board by a two-thirds majority vote of all existing
members of the EB. Members elected to the EB shall remain members
of the Board until the end of the fiscal year, their resignation, or in
the event of an Annual Meeting which takes place after a change of
fiscal year, until their successors are nominated by the President and
approved by the Executive Board.
Chairmen of GBC/ACM Standing Committees shall become members of
the Executive Board following confirmation of their appointment.
Executive Board members not elected by the general membership
shall be required to resign upon three-quarters majority vote of all
existing members of the EB.
Subject to limitations contained in these By-Laws and pursuant to
future amendment or any civil statutes the Executive Board shall act
for the chapter in all matters except normal election of
officers. Business affairs of the chapter shall be controlled by
the EB.
Meetings of the Executive Board shall be held at the call of the
President or upon request of any two members of the Board. The
President shall ordinarily determine the time and place of such
meetings. When the President is not present at an EB meeting or
fails to set the time and place of a requested meeting, the time and
place of the meeting shall be determined by the members calling the
meeting. The Secretary shall notify each member of the EB of
forthcoming Board meetings at least twenty-four hours in advance.
A quorum for the transaction of business shall require the presence of
a majority of the Board including at least two officers.
Minutes of all Executive Board meetings shall be available for
inspection by any member of GBC/ACM and shall be filed with the chapter
records.

Article VI--Standing Committees

Standing Committees shall be the Professional Development Seminar
(PDS), Monthly Lecture, Newsletter, Membership, Arrangements, Interest
Group, Company Representation and Parliamentary Procedures Committees.
Chairmen of Standing Committees shall be nominated by the chapter
President and confirmed by a two-thirds majority vote of all existing
members of the Executive Board. Such committees shall act under
the supervision of the EB and shall conduct their affairs in the same
manner as is provided in these By-Laws for the EB. The members of
any committee shall remain part of the committee subject to
contrary motions of the EB.
The PDS Committee shall plan and arrange series of one or more
full-day seminars by experts in various areas of computer technology
and related issues, to be presented in the Greater Boston area.
At least one PDS should be held during each fiscal year.
1. The PDS Committee shall charge admission for the said lectures
  sufficient to cover costs of facilities, materials, luncheon, speaker's
  honorarium and expenses for each seminar, and to support designated
  chapter projects.
2. The PDS Chairman may appoint any chapter members who volunteer
  their services to positions required for PDS operation, including (but
  not limited to): a seminar chairman and registrar for each
  seminar; and a facilities chairman, a publications chairman, a public
  relations chairman and a purchasing agent for each seminar series.
3. Executive Board members shall assist the PDS Chairman, to
  promote
  successful operation of each PDS series.
4. Responsibilities of the PDS Chairman (PDSC) shall be:
  1. Operation of Professional Development Seminars. The
    PDSC shall recruit volunteers for PDS Committee positions,
    coordinate planning for selection of speakers and topics, and conduct
    PDS Committee meetings for that purpose. The PDSC shall also
    assist Seminar Chairmen in preparations for each seminar.
  2. Operation of the PDS Committee. The PDS Chairman shall
    prepare and distribute to the Executive Board and all PDS Committee
    members in good standing a written description of PDS Committee
    positions and duties. The said description shall be examined and
    redistributed at least once during the PDS Chairman's first term of
    office, and revised as needed thereafter.
The Monthly Lecture Committee shall plan and arrange meetings of
the chapter in accordance with apparent membership interests and the
objectives set forth in Article II of these By-Laws, and help the
Arrangements Committee obtain necessary facilities and equipment.
1. The Lecture Chairman (LC) shall be responsible for the
  operation
  of the Monthly Lecture Committee, and shall appoint members thereto as
  he sees fit.
2. The LC shall solicit lecturers and inform them of meeting times
  and locations. The LC shall submit a tentative schedule of
  monthly lectures to all members of the Executive Board before each
  September chapter meeting. The LC shall provide for each lecture
  a topic synopsis and speaker biography for publication in the
  Newsletter. The LC is also encouraged to obtain short films of
  educational value to be presented at chapter meetings.
The Newsletter Committee shall publish and distribute all GBC/ACM
notices and publicity, and assist the Membership Committee in
maintaining the chapter mailing list. The Newsletter Committee
shall maintain a master file of GBC/ACM notices and publicity for the
Secretary.
1. The Newsletter Editor (NE) shall be responsible for timely
  publication of a monthly GBC/ACM Newsletter and operation of the
  Newsletter Committee. The NE shall appoint members to the
  Newsletter Committee as he sees fit. Each Newsletter should
  contain a brief report of the previous monthly meeting, with an
  estimate of attendance, and shall announce the next meeting's lecture
  topic.
2. The (NE) should request mailing labels from the Membership
  Chairman, monthly lecture topics and speaker biographies from the
  Lecture Chairman, a monthly chairman's letter from the President, and
  PDS seminar notices from the PDS Chairman. The NE should also
  collect and/or write additional articles, listen to reactions of
  readers, and arrange for donations of money to defray postage and
  printing (which may be suitably announced in the newsletter).
3. The NE should determine the physical layout of each newsletter,
  transport newsletter proofs and mailing labels to the printer, and
  expedite printing and distribution.
The Membership Committee shall record the names of all chapter
members and maintain a mailing list of chapter members and other
interested persons.
1. The Membership Chairman (MC) shall be responsible for the
  operation of the Membership Committee, and shall appoint members to the
  Membership Committee as he sees fit.
2. Upon written request by five members in good standing, the MC
  shall furnish within one week a list of members then in good
  standing. The MC is also strongly encouraged to maintain machine
  readable copies of the chapter membership list, preferably organized
  using a modern data base management system. The MC shall have
  custodial responsibility
  for any GBC/ACM Data Processing equipment used
  primarily to maintain the chapter membership list.
The Arrangements Committee shall obtain facilities, equipment and
materials necessary to conduct monthly chapter meetings.
1. The Arrangements Chairman (AC) shall be responsible for
  operation
  of the Arrangements Committee, and shall appoint its members as he sees
  fit. The AC should attempt to arrange meeting locations in
  accordance with the desires of the majority of chapter members.
2. The AC should consult with the LC concerning audiovisual
  requirements for each lecture, and display local chapter and national
  ACM information at each monthly meeting.
The Interest Group Committee shall maintain liaison with local
and regional Special Interest Committees (SICs). The Interest
Group Chairman (IGC) may suggest joint meetings between the chapter and
local SICs, and arrange subsidies for specific SIC projects subject to
approval by the Executive Board.
The Company Representation Committee shall maintain liaison with
local businesses sharing the objectives of GBC/ACM, and solicit
donations of facilities and materials from the said businesses, after
approval of the President of the ACM National.
1. The Company Representation Chairman (CRC) shall be responsible
  for operation of the Company Representation Committee, and shall
  appoint its members as he sees fit. The CRC should assist the
  Newsletter Editor in soliciting donations to defray costs of printing
  and postage.
The Parliamentary Procedures Committee (PPC) shall advise the
chapter officers and Executive Board members of correct procedure at
chapter and EB meetings.
1. The Parliamentarian shall speak for the PPC and be responsible
  for its operation. The Parliamentarian and other members of the
  PPC should be familiar with parliamentary procedure as set forth in
  both current editions of Robert's Rules of Order (Revised and Newly
  Revised).

Article VII--Temporary Committees

A Nominating Committee, consisting of three members in good
standing, at least two of whom shall not be officers, and at least one
of whom shall not be a member of the Executive Board, shall be
appointed by the chapter President at least three months (ninety days)
prior to the Annual Meeting. At a monthly chapter meeting held
not less than eight weeks (fifty-six days) preceding the
Annual
Meeting, the Nominating Committee shall submit at least one, and
preferably more than one, nomination for each office. Other nominations
may be made from the floor following the submissions of the Nominating
Committee.
The President may appoint such other temporary committees as he
deems appropriate, and determine the duties of such committees.

Article VIII--Duties of Officers

The President shall preside at all meetings of the chapter and of
its Executive Board. The President shall represent the chapter at
all meetings with other officials of the national ACM. The
President will encourage liaison with local and regional ACM Special
Interest Committees (SICs) and Technical Groups (TECHs) and other
computer clubs not affiliated with ACM.
In the event of the President's absence or inability to serve,
the Vice-President shall assume all duties of the President not
otherwise assigned in these By-Laws. At other times, the
Vice-President shall assume such other duties as the President may
determine, except duties specifically assigned to another by these
By-Laws.
The Secretary shall be responsible for all written records of the
GBC/ACM.
1. The Secretary shall collect minutes of all monthly chapter,
  Executive Board and PDS Committee meetings. Meeting minutes of
  monthly chapter and committee meetings need not be prepared by the
  Secretary. The Secretary should appoint Assistant Secretaries to
  record meetings which the Secretary chooses not to attend. The
  Secretary shall also maintain a master collection of documents
  distributed at such meetings.
2. The Secretary shall prepare an Annual Chapter Report for
  presentation to the chapter at the Annual Meeting, The Secretary's
  Annual Report should record activities of Standing Committees and other
  chapter functions during the preceding year.
  Two copies of the
  Annual Chapter Report revised to include an election report shall be
  sent to the Chairman of the national ACM Committee on Chapters as
  official notification of changes in the elected officers of
  GBC/ACM. The Secretary shall also send as official notification
  to the Chairman of the national ACM Committee on Chapters two copies of
  revisions to GBC/ACM Bylaws following their approval by the general
  chapter membership.
The Treasurer shall receive, hold and disburse the chapter's
funds and shall maintain financial records.
1. The Treasurer shall prepare an annual report of GBC/ACM
  finances
  as required by the Treasurer of the national ACM, and shall provide
  quarterly reports to the Executive Board. The Treasurer shall
  provide additional financial information to members of the EB and
  general chapter upon request.
2. The Treasurer shall be responsible for the collection and
  deposit
  of incoming monies from PDS seminar registrations, membership fees, and
  all other sources. The Treasurer shall reimburse chapter officers
  and members for expenses incurred on chapter business only with prior
  approval of the Executive Board and adequate documentation of
  expenditure.
3. The Treasurer shall share responsibility for GBC/ACM Data
  Processing (DP) equipment with the Membership Chairman. The
  Treasurer will ordinarily retain possession of such DP equipment as is
  necessary for financial management and reporting. The MC will
  ordinarily retain possession of any other DP equipment used to maintain
  membership information. The Treasurer shall provide as part of
  the Treasurer's Annual Report (TAR) an itemized list of each of DP
  equipment owned by GBC/ACM including each item's current location and
  custodian.

Article IX--Execution of Papers

Except as the Executive Board may generally or in particular cases
authorize the execution therefore in some other manner, all
deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the chapter shall be signed
by the President or the Treasurer.

Article X--Personal Liability

Executive Board members, chapter officers, employees or other agents of
GBC/ACM shall not be personally liable for any debt, liability or other
obligation of the chapter. All persons, corporations, or other
entities extending credit to, contracting with, or having any claim
against the chapter may look only to the funds and property of the
chapter 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 chapter.

Article XI--Indemnification

Indemnification of Executive Board members, chapter
officers, employees or other agents of GBC/ACM may be provided by the
chapter to whatever extent is specified in these By-Laws or authorized
by vote of the EB or as adopted by majority vote of a quorum of members
entitled to vote at an election of chapter officers.
An Executive Board member may not participate in a vote of the EB
on request for his or her indemnification, and any request by the EB as
a whole shall be voted upon and decided by a majority of a quorum of
members entitled to vote at an election of chapter officers.
Indemnification may include payment by GBC/ACM of expenses incurred in
defending a civil, criminal, administrative, or other legal action or
proceeding in advance of the final disposition of such action or
proceeding, upon adequate demonstration that the person to be
indemnified is unable to pay or will suffer hardship as a result of
paying such obligations.
Indemnification may be provided although the person to be
indemnified is no longer an Executive Board member, chapter officer,
employee or other agent of GBC/ACM. No indemnification shall be
provided for any person with respect to any matter as to which he or
she shall have been adjudicated not to have acted in good faith and in
the reasonable belief that his or her action was in the best interests
of GBC/ACM. The absence of any express provision for
indemnification shall not limit any right of indemnification existing
independently of this Article.

Article XII--Insurance

GBC/ACM shall have power to purchase and maintain insurance on behalf
of any person who is or was an Executive Board member, chapter officer,
employee or other agent of GBC/ACM, against any liability incurred by
him or her in any such capacity, or arising out of his or her stature
as such, whether or not ACM, Inc. would have the power to indemnify him
or her against such liability.

Article XIII--Meetings

There shall be at least six (normally ten) meetings each
year. The chapter shall hold meetings only in places that are
open to all GBC/ACM or national ACM members.
The Annual Meeting shall be held in May or June of every
year. During the Annual Meeting, the Secretary shall give the
Annual Chapter Report, the Treasurer shall present the Treasurer's
Annual Report on GBC/ACM finances, and new chapter officers shall be
elected. Except as provided in paragraph 4 of this Article, the
President shall conduct the election of officers. The
person receiving a simple majority of votes for each office shall
be elected. Newly elected officers present at the Annual Meeting
shall remain entitled to vote.
Written notice of forthcoming chapter meetings shall be
distributed to all general chapter members at least one week prior to
each meeting. The notice for the Annual Meeting shall list the
names of all candidates for chapter office.
If at least fifty members or 10% of the membership, whichever is
smaller, shall sign and present a petition therefore to the Executive
Board not less than seven weeks (forty-nine days) before the Annual
Meeting, the Secretary shall prepare and mail to each member in
good standing, not less than three weeks (twenty-one days) before the
Annual Meeting, a written ballot containing notice of a time and place
for counting votes. Each ballot shall be deemed a proxy directed
to the Secretary authorizing and directing him to record the ballot as
marked. Postage for return of the ballots shall be the
responsibility of each responding member. Mailed ballots must be
postmarked at least one week (seven days) prior to the Annual Meeting
to be valid. Each member in good standing shall have the
privilege of attending in person at the time and place stated on the
ballot for the opening of the ballots and counting votes, and the
member may cast his vote personally instead of by mailed ballot.
Counting votes will be performed by the Secretary or by a member
designated by the Secretary.

Article XIV--Disbursements and Dues

Disbursements from the GBC/ACM Treasury for any purpose shall be
made only under authorization of the Executive Board and shall be
included in the minutes of that meeting.
Dues shall be fixed annually by the Executive Board at a
level
appropriate to the chapter's financial standing.
Incoming revenues from PDS subscriptions shall be turned over to
the Treasurer for immediate deposit as they arrive. The Treasurer
shall seek to expedite EB authorizations for payment of PDS related
expenses.

Article XV--Amendments and Procedures

Amendments to these By-Laws shall be made in the following manner:
1. A proposed amendment shall be sponsored by the Executive Board,
  or in writing by five general chapter members in good standing.
2. The proposed amendment shall be read at a regularly announced
  meeting (which need not be a business meeting) prior to the meeting at
  which it is proposed to vote on the amendment. Publication of draft
  amendments (clearly labeled as such) in the Newsletter may be
  substituted for public reading of lengthy amendments.
3. The proposed amendment shall be distributed to the GBC/ACM
  membership with the notice of the meeting at which it is proposed to
  vote upon the amendment. At the time of distribution to the
  membership (and/or publication in the Newsletter), two copies of the
  proposed amendment should be sent to the national ACM Committee on
  Chapters.
4. At the meeting at which it is proposed to vote upon the
  amendment, the amendment shall be read again and voted upon. The
  reading of a proposed amendment may be waived by the unanimous vote of
  those present. Two-thirds of the general members in good standing
  present and voting shall be required to carry the amendment.
A quorum necessary for the conduct of chapter business is defined
as the larger of six members in good standing or two percent (2%) of
the chapter membership in good standing.
Rulings on any point of procedure not included in these By-Laws
shall be made by the Parliamentary Procedures Committee, which shall be
guided by Robert's Rules of Order Newly Revised and interpretations
thereof by the Parliamentarian.

Article XVI--Dissolution of the Chapter

In the event of dissolution of GBC/ACM, all the assets of the chapter
will be transferred to the national ACM.