1.01 The name of the organization is the ________ 
and the official acronym for the organization shall be PVCUG. 

SECTION 2: Offices 

   2.01 The principal office of the organization shall be in 
______, Virginia. 
 
SECTION 3: Purposes 

   3.01 This corporation is organized exclusively for 
charitable, scientific and educational purposes within the 
meaning of Section 501(c)(3) of the Internal Revenue Code of 
1954, as amended. 

   3.02  Specifically, this organization is organized to: 

     a. provide a forum for communicating ideas, resolving 
     problems, and increasing the effectiveness of users of 
     microcomputers and their related software and 
     peripherals; 

     b. educate PVCUG members and the public concerning the 
     advantages and disadvantages of microcomputers; 

     c. encourage the creation, modification, maintenance, 
     duplication, and distribution of public domain 
     software, shareware and freeware to the members of the 
     organization; 
  
     d. publish a newsletter for distribution to members, 
     area libraries and educational institutions. 

   3.03 This organization shall not, except to an 
insubstantial degree, engage in any activities that are not 
in the furtherance of the purposes stated in this section. 

   3.04 No substantial part of the activities of this 
organization shall be the carrying on of propaganda, or 
otherwise attempting to influence legislation, except during 
a year for which the organization has filed an election 
pursuant to Section 501 (h) of the Internal Revenue Code of 
1954, as amended, in which case the organization may engage 
in such activities to the extent allowed by such provision, 
except that in no case may the organization participate in 
or intervene in (including the publishing or distribution of 
statements) any political campaign on behalf of any 
candidate for public office. 
 
 

SECTION 4:  Dedication of Assets 

   4.01 The properties and assets of this nonprofit 
organization are irrevocably dedicated to charitable, 
scientific and educational purposes.  No part of the net 
earnings, properties, or assets of this organization, on 
dissolution or otherwise, shall inure to the benefit of any 
private person or individual, or any member or trustee of 
this organization. 

   4.02 Upon the dissolution of the organization, the board 
of directors shall, after paying or making provision for the 
payments of all of the liabilities of the organization, 
dispose of all of the assets of the organization to one or 
more organizations organized exclusively for charitable, 
scientific, or educational purposes as shall at the time 
qualify as exempt organizations under Internal Revenue Code 
Section 501 (c)(3) (or the corresponding provision of any 
future United States Internal Revenue Law), as the 
membership shall determine. 
 

SECTION 5:  Members 

   5.01 There shall be four classes of membership in this 
organization; student, individual, family, and corporate (or 
sustaining).  Any person or corporation shall be eligible 
for membership in the appropriate selected membership class 
upon payment of such dues as may from time to time be fixed 
by the board and approved by the membership. 

   5.02 The membership of any member shall terminate upon 
the occurrence of any of the following events: 

     a.  The resignation of the member. 

     b.  The failure to pay dues within the time set forth 
     by the board of directors. 

     c.  The determination by the board of directors or a 
     committee designated to make such determination that 
     the member has failed in a material and serious degree 
     to observe the rules of conduct governing membership in 
     this organization. 

   5.03 No member may transfer for value a membership or any 
right arising from it.  All rights of membership cease on 
the member's death. 
 
 

SECTION 6:  Meetings of Members 

   6.01 Meetings of the membership shall be held at any 
place designated by the board of directors.  Regular general 
membership meetings shall be held as established by the 
board and approved by the membership. 

   6.02 The annual meeting of members shall be held 
concurrently with the regular March meeting at the place and 
time designated for general meetings, unless the board fixes 
another date and place for such meeting and so notifies the 
members not less than ten days before said meeting. 

   6.03 A special meeting of the members may be called by 
any of the following: 

     a. the board of directors; 

     b. the president; or 

     c. five per cent (5%) or more of the membership, 
     provided that in all cases not less than three (3) 
     weeks notice shall be given to all members of such 
     special meeting. 

   6.04 One-tenth (1/10th) of the membership shall 
constitute a quorum for the transaction of business at a 
meeting of the members.  The members present at any duly 
called meeting at which a quorum is present may continue to 
transact business until adjournment, notwithstanding the 
withdrawal of enough members to leave less than a quorum, if 
any action taken (other than adjournment) is approved by at 
least a majority of the members required to constitute a 
quorum. 

   6.05 Any members meeting may be adjourned from time to 
time by the vote of a majority of the members represented. 

   6.06 Notice of a meeting shall be deemed given to any 
member who attends the meeting without protesting before or 
at its commencement about the lack of adequate notice. 

   6.07 Each member, regardless of membership class, shall 
be entitled to cast one vote on all matters submitted to a 
vote of the members; it being the specific intent of this 
clause that holders of couple, or family, memberships, and 
holders of corporate, or sustaining memberships, shall have 
one vote as an entity, regardless of the number of 
"memberships" appealing to be created thereby. 

   6.08 Guests are permitted to attend two meetings without 
paying dues. 

SECTION 7:  Directors 

   7.01 The business and affairs of this organization shall 
be conducted, and all the powers shall be exercised, by or 
under the direction of a board of directors. 

   7.02 Without prejudice to these general powers, and 
subject to the same limitations, the directors shall have 
the power to: 

     a. select and remove all officers, agents and employees 
     of the organization; prescribe any powers and duties 
     for them that are consistent with the law, and with 
     these bylaws; and fix their compensation; 

     b. change the principal office from one location to 
     another, and designate any place for the holding of any 
     meeting; 

     c. designate the officers who may act as signatories of 
     the organizations accounts, records, filings and the 
     like. 

   7.03 A vacancy in the board of directors can be created 
by one of the following: 

     a.  The death, resignation, or removal of any 
     director(s); 

     b.  The declaration by resolution of the board of 
     directors of a vacancy of the office of a director who 
     has been declared of unsound mind by an order of the 
     court; convicted of a felony; or 
  
     c.  The vote of a majority of the entire board of 
     directors to remove a director. 

     d.  The majority of membership voting by secret ballot 
     with the election being held at a regular meeting after 
     all membership have been notified by mail of the 
     pending vote. 
 
 

SECTION 8:  Officers 

   8.01 The board of directors shall consist of the 
               following officers:  President, Vice president 
               Secretary, Treasurer, Membership Director, Past 
               president as a Director-at-large (automatic, 
               not subject to election), Three (3) 
               Directors-at-large, if desired by the 
               membership 

   Also serving as directors shall be the SysOp (System 
Operator-Bulletin Board System [BBS] and leaders of SIGs 
(special Interest Groups), as established, who shall serve 
as nonvoting members of the board from the time of their 
appointment until the next regular election, at which time 
such SIG leaders will be confirmed as a group by vote of the 
membership and shall stand as voting directors/SIG leaders, 
until the next regular election at which time their names 
shall be submitted for reconfirmation.  Failure to gain 
confirmation as a group shall require a written ballot vote 
on each leader individually, and those so confirmed shall 
serve as voting directors until the next annual election and 
confirmation. 

   The organization may also have, at the discretion of the 
board of directors, such other officers as may be appointed 
by the president in accordance with Section 8.03 of these 
bylaws.  Any number of offices may be held by the same 
person, except that neither the secretary nor the treasurer 
may serve concurrently as president. 

   The officers of the organization, except those appointed 
in accordance with the provisions of Section 8.03 of these 
bylaws, shall be elected by the general membership of the 
organization as set forth in Section 6.02 of these bylaws. 

   The board of directors may meet monthly at such time and 
place as shall from time to time be announced by the board 
of directors. 

   8.02 Duties of officers not specifically set forth herein 
shall be enumerated in a separate set of Standing Rules as 
may be drafted and modified from time to time by the board 
of directors.  The duties of the officers as established 
herein shall always prevail in the event of conflict between 
said Standing Rules, as adopted, and these bylaws. 

   8.03 The board of directors may appoint, and may 
authorize the president to appoint, any other officers that 
the business of the organization may require. 

   8.04 Any officer may be removed, with cause, by the board 
of directors, at any regular or special meeting of the 
board. 

   8.05 Any officer may resign at any time by giving written 
notice to the board of directors. 

   8.06 A vacancy in any office because of death, 
resignation, removal, disqualification, or any other cause 
shall be filled only in the manner prescribed in these 
bylaws for regular appointments to that office. 

   8.07 The president shall be the chief executive officer 
of the organization, and as such shall: 

     a. chair all Group meetings, and in the event of a vote 
     deadlock shall cast the tie-breaking vote. 

     b. subject to the control of the board of directors, 
     generally supervise, direct and control the business 
     and officers of the organization, and shall have such 
     other powers and duties as shall be prescribed by the 
     board of directors or the bylaws. 
  
     c. appoint chairpersons of those standing and special 
     committees which are not chaired by a specified 
     officer. 
  
     d. be an ex-officio member of all committees except the 
     nominating committee. 

     e. at or before the regular December meeting each year, 
     appoint a member of the board of directors as 
     chairperson plus two additional members to serve as a 
     nominating committee.  This committee may at its 
     discretion, appoint up to three additional members to 
     the nominating committee who are not members of the 
     board of directors, to serve as additional nominating 
     committee members. 

          (1) The nominating committee shall report back to 
          the board of directors not later than the 
          regularly scheduled board of directors meeting for 
          February their selection of (at least) one 
          candidate for each of the elective board offices. 
          Further nominations for office may be made any 
          time prior to the call for a vote on election 
          night of anyone who will state their willingness 
          to serve in the capacity for which they are 
          nominated, or who has, prior to election night, 
          filed with the secretary of the board, a signed, 
          written document so stating. 

   8.08 The vice president shall: 

     a. assist the president, and assume the duties of the 
     president in the president's absence; 
  
     b. be responsible for programs and publicity. 

   8.09 The secretary shall: 

     a. maintain a record of the proceedings of each meeting 
     of the Group and of the board of directors; 
  
     b. maintain a file of all official documents concerning 
     the Group and see to the timely filing of state reports 
     required to maintain corporate status; 
  
     c. receive the correspondence directed to the Group and 
     distribute it to the proper officers and committees, in 
     the absence of another director having been assigned 
     such duties; 
  
     d. handle general correspondence relating to the Group, 
     in the absence of another director having been assigned 
     such duties. 

   8.10 The treasurer shall: 
  
     a. be responsible for the safekeeping of Group funds in 
     a financial institution known and approved by the board 
     of directors; 
  
     b. issue receipts when requested or when deemed 
     necessary; 

     c. collect, account for, and make timely deposits of 
     all funds due the Group and make disbursements as 
     needed, and authorized by the Section 10.02. 

     d. maintain accurate financial records which shall be 
     available for audit when requested by the board of 
     directors, or an audit committee appointed thereby; 
  
     e. see to the timely filing of all required state and 
     federal forms and tax returns; 
  
     f. if required by the board of directors, give the 
     organization a bond in the amount and with the surety 
     or sureties specified by the board for faithful 
     performance of the duties of the office and for the 
     restoration of all its books, papers, vouchers, money, 
     and other property of every kind in the possession or 
     under the control of the treasurer on his or her death, 
     resignation, retirement or removal from office, such 
     bond to be provided solely at the expense of the 
     organization. 

   8.11 The membership director shall: 

     a. see that each new member is registered properly; 

     b. extend membership and Group information into the 
     community, including directing and coordinating 
     activities engaged in for promoting the Group and 
     increasing membership; 

     c. generally assist and direct the growth of the 
     Group's membership base. 

   8.12 The directors at large shall: 

     a. assist the president in any area the president may 
     see fit; 

     b. act as a stabilizing influence on the Group, and as 
     ombudspersons for members in matters regarding the 
     general membership or other matters in which such 
     third-party intervention might be helpful in settling a 
     dispute between members or between a member, or 
     members, and the general public; 

     c. function in a long range planning capacity for the 
     Group. 
 

SECTION 9:  Elections 

   9.01 Elections shall be held at the regular monthly 
meeting in March of each year.  In the event of lack of a 
quorum, elections shall be held at the next regular meeting 
at which a quorum Is present and all officers shall serve 
until such elections, subordinating the provisions of 
Section 9.02. 

   9.02 Term of office shall be one year, and all officers 
shall assume their term one month following the election. 
 

SECTION 10:  Group Finances 

   10.01 The fiscal year shall be the calendar year. 

   10.02 Purchasing authority is granted on a monthly basis 
to: 

     a.  President - up to $100 
     b.  Board of Directors - up to $500 
     c.  Membership vote - Over $500 
     d.  Treasurer -      up to $100 

   10.03 Dues shall expire one year from receipt of dues, 
unless the member pays for more than one year at a time. 

SECTION 11:  Rules Determining 

   11.01 Roberts Rules of Order, Newly Revised, shall govern 
the meetings of the Group and shall be the final authority 
in all matters not covered in these bylaws. 
 

SECTION 12:  Records 

   12.01 The accounting books, records, articles and bylaws 
as amended to date, and minutes or proceedings of the board 
of directors and any committee(s) shall be kept at such 
place or places designated by the board of directors.  The 
minutes shall be kept in written or typed form, and the 
accounting books and records shall be kept either in written 
or typed form, or in any other form capable of being 
converted into written, typed or printed form.  A backup 
copy of the accounting books will be made monthly and kept 
by the Secretary. 

   12.02 Every director shall have the absolute right at any 
reasonable time to inspect all books, records and documents 
of every kind, and the physical properties of the 
organization.  This inspection by a director may be made in 
person or by an agent or attorney authorized by a director, 
and the right of inspection includes the right to copy and 
make extracts of documents. 
 

SECTION 13:  Effective Date 

   13.01 These bylaws shall take effect as of ________. 
  
                   _____________________________(PVCUG), 

                   by:  ___________________ 
                   President 

                   by:  ___________________ 
                   Secretary