IBM ECM Americas UserNet Bylaws

The Worldwide UserNet Board of Directors is aligned into two governing bodies, the IBM ECM EMEA UserNet Board of Directors representing IBM ECM customers in EMEA and the IBM ECM Americas UserNet Board of Directors representing IBM ECM customers in the Americas and Asia Pacific.

The following bylaws are for the Americas.

Voted and ratified by the IBM ECM Americas UserNet Board of Directors on November 20, 2007.

ARTICLE 1 - NAME
The name of this organization shall be IBM ECM Americas UserNet™, hereinafter referred to as “Organization.”

ARTICLE - 2 PURPOSE
The purpose of this Organization shall be to:

Encourage and promote the interests of the IBM ECM User Community in the Americas and Asia Pacific regions.

Provide customer input to IBM ECM for developing and communicating strategic direction and objectives.

Work jointly with IBM ECM to identify areas of opportunity that can improve the business operations and business relationships with existing and prospective IBM ECM customers.

Provide IBM ECM users a collective voice to articulate issues they find important.

Promote the growth of local, regional and special interest IBM ECM user groups in the Americas and Asia Pacific regions.

Work closely with the EMEA (Europe, Middle East, and Africa) UserNet Board of Directors to promote the interests of the IBM ECM User Community consistently on a global basis.

ARTICLE 3 - MEMBERSHIP
Section 1: Class of Membership
Members shall enjoy full membership privileges and their nominated employees shall be eligible for election to the IBM ECM Americas UserNet Board. Organizations may have no more than one member on the IBM ECM Americas UserNet Board.

Section 2: Membership
Membership shall be granted automatically upon purchase of an IBM ECM product. Membership to the UserNet Organization shall be valid as long as the member owns a license to any product being used in an operational environment.
Members may participate in all activities of the Organization, and shall receive all benefits of the Organization.
The IBM ECM Americas UserNet Board shall have the responsibility for the establishment and formal recognition of all regional user groups within its geographic area of governance. These user groups would be a group of interested parties brought together by a common interest in IBM ECM products and services.

Section 3: Repeal of Membership
Any conduct or action which, in the opinion of the IBM ECM Americas UserNet Board, is improper or in conflict with the Organization’s purposes, could be cause for revocation of membership. A member organization is responsible for the actions of the nominated delegate(s). Likewise any conduct or action of a regional group that is improper or conflicts with the Organization’s purposes, could be cause for the revocation of the formal recognition of that group.

Section 4: Membership Dues
Currently there are no membership dues for the IBM ECM Americas UserNet Organization.
Regional UserNet membership dues may be imposed at the discretion of the regional UserNet organization. It is recommended that the regional user groups operate on a not for profit basis.

Section 5: Board Member Expenses
IBM ECM shall at their discretion reimburse IBM ECM Americas UserNet Board members for expenses incurred for Board activities.

ARTICLE 4 – CONFERENCE
A regularly scheduled Americas Information On Demand conference of this Organization will be held as agreed within the USA and open to attendance by any Regional member and international IBM ECM customers. IBM shall be financially responsible to organize, promote, and manage the Information On Demand conference. The purpose of the conference is to conduct formal meetings to encourage and promote an understanding of IBM ECM products and services and their applications. The conference will provide a forum for UserNet members to mutually exchange information with each other and with IBM ECM, for IBM ECM to communicate with UserNet members about the direction of both new and existing product and services, and to conduct the Organization’s business affairs. Sanctioned Regional UserNet groups may also conduct a conference for the region they represent. At the Information On Demand conference, the IBM ECM Americas UserNet Board shall conduct a business meeting to elect the Board’s President, and to conduct its business, instruction, or promotion relative to the affairs of the Organization.

ARTICLE 5 - GOVERNING BODY
The government of IBM ECM Americas UserNet shall be vested in the IBM ECM Americas UserNet Board, which together with IBM ECM is responsible for providing the guidance necessary for carrying out all the objectives of the Organization.

Section 1: Composition of the Board
The IBM ECM Americas UserNet Board shall consist of not less than seven (7) nor more than thirteen (13) members. The exact number of Board members will be set by the Board, with the agreement of IBM ECM, as needed. The Board shall elect a President from among their members. The President shall appoint other Officers as required subject to Board approval. Other members of the Board shall include an IBM ECM Executive Sponsor and IBM ECM Liaison. All members of the IBM ECM Americas UserNet Board and the two IBM ECM members shall each have one vote. Each Board member shall serve for a term of three years that can be renewed based upon need as well as the review and approval of the IBM ECM Americas UserNet Board and IBM ECM. The IBM ECM Executive Sponsor and Liaison shall be IBM ECM employees appointed by IBM. Upon approval of a renewed term, the IBM ECM Americas UserNet Board member shall provide a revised management approval letter from the Board member’s organization.

Section 2: Board Candidate Review Process
The Candidate Review Committee identifies, reviews, and recommends a slate of proposed new Board members. The committee ensures that the proposed slate, in conjunction with the existing Board, shall contain a majority of “customer” (non-partner) members. The Candidate Review Committee presents the slate to the Board for a vote. Each Board member has one vote. Upon ratification by the Board, each candidate on the slate becomes a member of the Board.

The IBM ECM Liaison, to be appointed by IBM with the approval of the IBM ECM Americas UserNet Board, shall act as the liaison between UserNet and IBM ECM.

To be considered by the Candidate Review Committee for an opening on the IBM ECM Americas UserNet Board, a valid member of the Organization must complete:

Candidate Biography
Management Approval Letter

The Management Approval Letter outlines the commitment required of you as an IBM ECM Americas UserNet Board member. The candidate’s management must complete and sign this letter (on corporate letterhead), indicating his or her understanding of and approval for the candidate’s commitment to the Board.

In the Candidate Biography, the candidate can share information about the candidate that will be evaluated by the nominating committee to let them know about the candidate and why the candidate is interested in being considered for a Board position.

Prior to submitting the candidate profile, the candidate must review these Bylaws for Board member eligibility. The Candidate Review Committee will verify eligibility.

The candidate will submit a Biography and Management Letter to the Candidate Review Committee Chairperson via:

Email: subject line: IBM ECM Americas UserNet Board Candidate Review
Attach PDF file format with signature

Mail
Ron Bray
IBM
3565 Harbor Blvd.
Costa Mesa, CA 92626
Fax: (714) 327-9862

Should the candidate be selected, the candidate will be required to sign a non-disclosure agreement with IBM.

The Candidate Review Committee Chairperson will maintain a list of candidates interested in being considered for a Board position as openings arise.

ARTICLE 6 - OFFICERS
The officers of the IBM ECM Americas UserNet Board shall be President, Vice President, and Secretary. The President shall be a prior member of the Board for at least one year.

Section 1: Duties of the President
The President shall: Be the chief executive officer of the IBM ECM Americas UserNet Organization and act as its chief spokesperson. Preside at all business meetings. Establish committees and appoint chairpersons thereof. Have the authority, with the Board’s approval, to remove all appointed members who fail or refuse to perform the duties assigned to them. Be ex-officio member of all committees. Exercise general supervision over the activities and welfare of the Organization and coordinate with the other officers and the IBM ECM Americas UserNet Board relative to matters of policy. Cast the deciding vote in case of a tie vote. Upon completion of the term, transmit all correspondence, records, and related UserNet official material to the UserNet Board.

Section 2: Duties of the Vice President
The Vice President shall: Serve as the President in the temporary absence of the President. Assist the President as required. Keep such records and prepare reports as may be requested by the Organization. Assist in the election of a new President if the office of the President becomes vacant. Upon completion of the term, transmit all correspondence, records and related UserNet official materials to the UserNet Board.

Section 3: Duties of the Secretary
The Secretary shall: Take the minutes and record attendance of all meetings of the UserNet Board. Be custodian of all records, except for financial and committee records. Work with IBM ECM representatives to insure that the integrity of the current name and address of all active members is maintained and that the Board has access to the roster of all members. Keep such records and prepare reports as may be requested by the Organization. Upon completion of the term, transmit all correspondence, records and related UserNet official materials to the UserNet Board.

Section 4: Duties of Members of the Board
The members shall: Analyze, recommend and implement projects as requested by the IBM ECM Americas UserNet Board. Lead committees as appointed by the President. Represent the high level interests of their regions or countries as they relate to the overall goals of the UserNet Board.

ARTICLE 7 - REMOVAL FROM OFFICE, RESIGNATIONS, AND VACANCIES
Section 1: Removal
In the event of malfeasance, misfeasance, nonfeasance, and/or incapacity of an officer or member, the IBM ECM Americas UserNet Board shall meet to rule upon the conduct of said officer or members and to direct his/her removal and/or temporary replacement, such removal and/or replacement to become effective upon the approval of at least a simple majority of said UserNet Board. The following shall constitute cause for removal from the Board of any officer, member, or committee member. Violation of any bylaw. Any conduct or action which, in the opinion of the IBM ECM Americas UserNet Board, is improper or is prejudicial to the Organization. Failure to perform the duties of an office without cause.

Section 2: Resignation
Any officer, member, or committee member may resign from office at any time. Such resignation shall be immediately accepted upon written notice to the IBM ECM Americas UserNet Board. An officer may hold a board position only to the extent of the member organization maintaining a software license for an IBM ECM product.

Section 3: Vacancy of the Office of the President
In the event the office of the President becomes vacant before the end of the one year term as provided for in Article 5, the Board shall select a replacement from the Board Members. This individual shall become President for the duration of the office of the President’s term in accordance with the provisions in Article 5.

Section 4: Vacancy of the Offices of the Vice President and the Secretary
In the event of the office of the Vice President or the office of the Secretary becomes vacant before the end of their one year term as provided for in Article 5, the board will select a replacement from the Board members. The term of office for the replacement will be determined by the remainder of the elected term of the board member being replaced in accordance with the provisions of Article 5.

Section 5: Vacancy of a Board Member
In the event the office of a Board member is vacated before the end of the three year term of that office as provided for in Article 5, the IBM ECM Americas UserNet Board shall, at its discretion, select a replacement from the UserNet membership organization to either complete the current term of office or start a new term as provided for in Article 5.

ARTICLE 8 - PERSONAL DEBT AND LIABILITY
The IBM ECM Americas UserNet Board and the UserNet Organization shall never pay, assume or become responsible for the personal or unproved debts or liabilities of any individual member of the UserNet Organization.

ARTICLE 9 - COMMITTEES
Section 1: Organization of Committees
The IBM ECM Americas UserNet Board may establish and dissolve committees as required. The President, with the approval of the UserNet Board, shall appoint the chairperson from within the UserNet board. The Committee chairperson shall have the authority to make appointments to the committee. One nominated IBM ECM staff member shall participate on each committee as needed. Committee members do not have to be members of the Board. Each committee shall be governed by these bylaws.

Section 2: Duties of Committee Chairpersons
A chairperson shall be responsible for the duties of his or her committee and may select necessary persons for assistance. The Chairperson is also responsible for maintaining communication with the IBM ECM Americas UserNet Board.

Section 3: Committee Volunteers
Committee members who are not current members of the IBM ECM Americas UserNet Board shall meet the qualifications for UserNet Board membership. Due to the confidential nature of committee business, committee volunteers shall sign a Non-disclosure Agreement with IBM.

Section 4: Ad Hoc Committees
Committees may be established and dissolved as needed. Examples of such committees include Product Planning, International Relations, Education, Communication, and Candidate Review. Candidate Review Committee: Responsible for identifying and qualifying a slate of candidates for Board positions. The Candidate Review Committee is appointed by the President with Board concurrence to ensure the continued successful operation of the Organization. They supervise the selection process to fill Board vacancies. This may include validating and interviewing prospective candidates and relevant communications. They also work to ensure the Board membership is comprised of wide geographical and industry representation, and a mix of IBM ECM product utilization. It is anticipated that wherever possible both regional and International Groups would use the appropriate guidelines for their management and operation. The president or in his/her absence the vice-president of both the regional and international groups is considered to be the line of communication with the IBM ECM Americas UserNet board.

ARTICLE 10 - STANDING RULES
Section 1: The IBM ECM Americas UserNet Board may formulate standing rules to supplement these bylaws. Section 2: Standing rules may be adopted by a majority vote of the IBM ECM Americas UserNet Board at any regular or special meeting

ARTICLE 11 - OFFICIAL COMMUNICATIONS
The IBM ECM Americas UserNet Board shall impose a method of communicating on issues related to the Organization.

ARTICLE 12 - RECORDS
The Organization shall keep records of the proceedings of Board Meetings. Any member’s duly authorized representative may inspect all books and records of the Organization for any purpose during regular business hours and upon 15 business days advance written notice.

ARTICLE 13 - QUORUM
Fifty-one percent of the IBM ECM Americas UserNet Board, including written proxies, shall constitute a quorum at official meetings of the Board.

ARTICLE 14 - RULES OF ORDER
Rules contained in “Robert’s Rules of Order (Newly Revised)” shall govern this Organization in all cases to which they are applicable and are not inconsistent with the bylaws and standing rules of the Organization.

ARTICLE 15 - PROCEDURES FOR AMENDING BYLAWS
Section 1: Proposed Amendments
Proposed amendments to these bylaws must be submitted in writing to the Secretary by any member in good standing of the Organization. The proposed amendments should be drafted so the IBM ECM Americas UserNet bylaws remain consistent with the EMEA UserNet bylaws whenever appropriate and applicable.

Section 2: Approval
To be approved, amendments to these bylaws shall require a two-thirds vote of the IBM ECM Americas UserNet Board. A copy of the proposed amendment shall be made available to each IBM ECM Americas UserNet Board member in advance of the meeting at which the amendment is to be submitted for a vote.

ARTICLE 16 - RATIFICATION OF BYLAWS
These bylaws and any amendments thereto take effect from the time of their ratification by at least a two-thirds vote of the IBM ECM Americas UserNet Board and the approval of IBM. Copies of the Organization Bylaws shall be made available by request at the Information On Demand conference or by submitting a written request to the IBM ECM Americas UserNet Board Secretary.