Bylaws of Computer Measurement Group, Inc.
- As Amended by Membership on 2 November 2015
- As Amended by Membership on 1 June 2016
- As Amended by Membership on 16 August 2017
ARTICLE I – NAME AND STATEMENT OF CORPORATE AUTHORITY
Section 1. Name.
The name of the Corporation shall be the Computer Measurement Group, Inc., hereinafter referred to as CMG.
Section 2. Statement of Corporate Authority.
CMG is organized under and shall operate as an Illinois not-for-profit corporation, as provided in the Articles of Incorporation dated May 4, 1992, and shall have such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois, as amended (the “Act”).
Section 3. Registered Agent.
CMG shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have such other offices within or outside of the State of Illinois as the Board of Directors may determine.
ARTICLE II – PURPOSES
In addition to the purpose set forth in CMG’s Articles of Incorporation, the purposes of CMG are to:
- Foster research and development, and the exchange and public dissemination of data pertaining to computer measurement, computer management, and computer performance evaluation, and underlying computer science.
- Initiate, organize and conduct meetings, discussion groups, forums, panels, lectures and other programs concerned with research and development and the exchange of technological data in the computer field;
- Publish the results of research and development, and make such publications available to the general public;
- Establish and continually improve standards for communicating computer science, computer measurement, computer management, and computer performance evaluation research results and information to interested members of the general public; and
- Perform and do any and all such other acts as are necessary, convenient and proper to the attainment of these objectives.
ARTICLE III – RULES
The following rules shall conclusively bind CMG and all persons acting for or on behalf of it:
- No part of the net earnings of CMG shall inure to the benefit of, or be distributed to, its directors, officers, committee members or other private persons, except that CMG shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
ARTICLE IV – MEMBERS OF COMPUTER MEASUREMENT GROUP, INC.
Section 1. Membership in Computer Measurement Group, Inc.
Membership may be granted to any individual who agrees to support CMG's purposes and to abide by these bylaws and such other rules and regulations as CMG may adopt. The payment of annual membership dues is required for members to be in good standing.
Section 2. Election.
Any person submitting an application for membership including a statement of qualification shall be approved for membership under criteria and procedures that may be established by the Board of Directors.
Section 3. Rights and Duties of Members.
Each member of CMG (also referred to herein as a “voting member”) shall be entitled to one vote on each matter submitted to a vote of the members. All questions, except as otherwise provided by the Act, by other applicable law or by these bylaws, shall be decided by the voting members.
Benefits associated with membership in CMG shall be determined by the Board of Directors or its designee(s) from time to time
Section 4. Resignation of Members.
Members may resign from CMG at any time by giving written notice to the Secretary.
Section 5. Termination of Membership in Computer Measurement Group, Inc.
The Board of Directors (or its designee(s)) may terminate an individual’s membership in CMG for cause. Sufficient cause for such termination of membership shall be a violation of the bylaws or any rule or practice of CMG. Expulsion shall be by two-thirds vote of the entire Board of Directors; provided that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Board of Directors. In addition, the membership of any member who becomes ineligible for membership or who shall be sixty (60) days in default in the payment of any dues or charges shall be terminated automatically. In special circumstances such termination may be delayed by the Board of Directors.
ARTICLE V - DUES AND ASSESSMENTS
The initial and annual dues for each member of CMG, the time for paying such dues and other assessments, if any, shall be determined from time to time by the Board of Directors. The membership of any member who is in default of payment of dues for more than three (3) months, or otherwise becomes ineligible for membership, shall be terminated automatically, according to such rules or procedures as the Board of Directors or its designee(s) shall establish.
ARTICLE VI - MEMBERSHIP MEETINGS
Section 1. Annual Meeting.
An Annual Business Meeting of the members shall be held at such day, time, and place as may be determined by the Board of Directors.
Section 2. Special Meetings.
Special meetings of the members may be called by the Chair, by the Board of Directors, or upon written request to the Secretary (stating the purpose of the proposed meeting) signed by at least one-tenth of the voting members.
Section 3. Notice.
Notice of annual or special meetings of the members shall state the time, date and place of the meeting and shall be given at least twenty (20) days prior to the date of such meeting.
Section 4. Quorum.
The greater of (i) thirty (30) eligible voting members; or (ii) 1% of the eligible voting members shall constitute a quorum for the transaction of business at any duly called meeting of the members, provided that if less than a quorum is present, a majority of the voting members present may adjourn the meeting to another time without further notice.
Section 5. Manner of Acting.
The act of a majority or more of the voting members present (in person or by proxy) at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, the Articles of Incorporation, or these bylaws.
Section 6. Voting
Voting in person, by mail, email or any other electronic means shall be permitted for any item of business before the members to the full extent permitted by the Act. A mail or electronic vote of the members may be called by the Board of Directors. All proposals to be acted upon by the members must either be (i) proposed by a member and seconded by at least three percent of the members in good standing (evidenced by member signatures); or (ii) proposed by resolution of the Board of Directors. Member proposals shall be addressed to the Secretary and submitted to CMG headquarters. The Secretary shall publish all proposals and notify the membership. All members may, within fifteen (15) days, submit comments with respect to said proposals to the Secretary, who shall group or categorize the comments and publish a representative commentary. Instructions for voting by electronic means will be included with the commentary. The commentary will be disseminated in such a manner as to reasonably insure arrival at all members five (5) days before the annual or special meeting. All electronic ballots shall be cast, signed electronically and received by the Secretary prior to the start of the annual or special meeting. The action taken shall be effective upon approval of a majority vote of all members voting, provided that at least a quorum of members has returned ballots. Prompt notice of the action taken shall be given to all members in accordance with the Act.
ARTICLE VII - BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of CMG shall be managed by the Board of Directors as provided by the Act. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition.
The Board of Directors shall be composed of between nine (9) and fourteen (14) members (as shall be determined by the Board).
Section 3. Tenure.
- Directors shall be elected as a slate by the board of directors for a term of two years.
- Board members, at the end of their 2-year term, may be re-elected.
- Approximately half the Directors shall be elected in odd years and half shall be elected in even years.
Section 4. Qualifications.
Minimum qualifications for a candidate for election as a Director of CMG shall include:
- Membership in good standing of CMG.
- Commitment to carry out duties and responsibilities as assigned.
- Commitment to CMG’s strategic plan.
- If elected, willingness and ability to attend regularly scheduled meetings of the Board of Directors as required by CMG
- Willingness to participate on a committee or ad hoc task force as requested by the Board Chair.
- Willingness to serve as an ambassador for CMG with introductions and promotion of revenue-generating activities.
Section 5. Regular Meetings of the Board.
The Board of Directors may provide by resolution the time, date, and place for the holding of regular meetings of the Board without other notice than such resolution.
Section 6. Special Meetings of the Board.
Special meetings of the Board of Directors may be called by or at the request of the Chair or any three Directors.
Written notice of special meetings of the Board of Directors shall be sent by the Secretary or designee(s) at least three (3) days before the time designated for such meeting.
Section 7. Meeting by Conference Call.
Any action to be taken at a meeting of the Board of Directors, or any committee thereof, may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these bylaws, any meeting to be held by conference call (whether regular or special) may be held upon a minimum of twenty-four (24) hours prior notice.
Section 8. Attendance.
Directors who fail to attend regularly scheduled meetings of the Board of Directors as required by CMG policies will not be considered qualified to serve as Directors and may be removed from the Board for failure to meet minimum qualifications. The Board of Directors may from time to time grant an exception to this requirement.
Section 9. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present in person or via conference call, a majority of the Directors present may adjourn the meeting to another time without further notice.
Section 10. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by these bylaws.
Section 11. Vacancies.
Any vacancy occurring in the Board of Directors for any reason may be filled by a majority vote of the remaining members of the Board of Directors. The individual selected must meet the minimum qualifications for nomination as a Director and shall fill the unexpired portion of the term.
Section 11. Resignation or Removal.
Any Director may resign at any time by giving written notice to the Chair or Secretary. Any Director may be removed for cause by a two-thirds vote of the remaining Board of Directors. Any Officer may be relieved of duties, responsibilities, and title by a two-thirds vote of the remaining members of the Board of Directors if determined to be in CMG’s best interests.
Section 12. Action Outside of a Meeting.
Any action requiring a vote of the Board of Directors may be taken by mail or electronic means. Directors voting electronically must sign their written communication, scan it, and fax or email it to the Secretary. Such action taken outside of a meeting or conference call shall be effective upon the unanimous approval of the Directors.
ARTICLE VIII - Invited Guests.
Certain persons, by virtue of their responsibilities, may be invited to attend meetings of the Board and contribute to its discussions. They may not vote and may be excluded from Executive Sessions of the Board.
ARTICLE IX - OFFICERS
Section 1. Officers.
The Officers of CMG shall be a Chair, Vice-Chair, Secretary, Treasurer, and such other Officers as may be determined from time to time by the Board of Directors. Officers shall be elected by the Board of Directors from amongst the members of the Board of Directors.
Section 2. Election and Term of Office.
Officers shall be elected by a majority vote of the new Board of Directors for a term of one year. Directors with another year in their term as a Director may be re-elected by the Board to the same or another officer position.
Section 3. Resignation and Removal.
Any Officer may resign at any time by giving written notice to the Chair or Secretary. Any officer may be removed from office by a two-thirds vote of the remaining members of the Board of Directors in a meeting called specifically for removal.
Section 4. Vacancies.
A temporary or permanent vacancy in an office because of death, resignation, removal, disqualification, refusal to act or otherwise may be filled by the Board of Directors for the shorter of the period of the vacancy or the unexpired portion of the term. The appointment must be approved by a majority of the remaining members of the Board of Directors. The individual selected must meet the minimum qualifications of a nominee for the position being filled.
Section 5. Chair.
The Chair shall preside at all meetings of the Board of Directors. The Chair may sign, with the Vice Chair, Secretary, Treasurer, Managing Director, or any other proper officer of CMG authorized by the Board of Directors, any deeds, mortgages, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution is expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer, agent, or employee of CMG; and other duties as may be prescribed from time to time by the Board of Directors.
Section 6. Vice-Chair.
In the absence of the Chair the Vice-Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice-Chair shall receive reports from and review the actions of the Regional Groups and shall perform such other duties as from time to time may be assigned by the Chair or by the Board of Directors.
Section 7. Treasurer.
The Treasurer shall circulate periodic financial reports to the Board, arrange for the annual audit or review according to Board policy, report to the Board on the results of the annual audit or review, and present the annual budget. The Treasurer serves as the Chair of the Finance Committee.
Section 8. Secretary.
The Secretary shall keep or cause to be kept the minutes of the meetings of the Board of Directors with the other records of the corporation; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; when requested or required, authenticate any records of CMG; keep or cause to be kept a current register of the post office and email addresses of each Director; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chair or by the Board of Directors.
ARTICLE X – COMMITTEES
CMG shall have the following standing committees, which may be terminated only by a change of these bylaws: Nominating Committee, Governance Committee, and Finance Committee.
Section 1. Nominating Committee.
The Chair of CMG shall appoint a Chair of the Nominating Committee with the approval of the Board of Directors. In consultation with the Board Chair, the Chair of the nominating committee shall propose to the Board the members of the Nominating Committee for their approval, to include at least three CMG members who are not directors. Neither the Chair of the Nominating Committee nor any member of the committee may be a candidate for any Director position.
The Nominating Committee shall present to the Board of Directors a slate of qualified board director candidates, recommended by the CMG membership, or identified by the Nominating Committee, and vetted according to policies and procedures established by the Board. The Nominating Committee shall make supplemental nominations of candidates to the Board for its approval as needed from time to time as provided in these bylaws.
The Nominating Committee may have such additional duties as approved by vote of the Board, which duties shall be outlined in its charter.
Section 2. Governance Committee.
The Chair of CMG shall appoint a Chair of the Governance Committee with the approval of the Board of Directors. In consultation with the Board Chair, the Chair of the Governance Committee shall propose to the Board at least two board members for appointment as members of the Governance Committee. The majority of this committee shall be Board Members.
The Governance Committee shall ensure that the Board of Directors conducts the business of CMG in compliance with law, the Articles of Incorporation, and bylaws of CMG. The Governance Committee shall ensure that the Managing Director receives an annual performance and compensation review by the full Board. The Governance Committee will ensure that the Board annually reviews its own performance.
The Governance Committee may have such other duties as approved by vote of the Board, which duties shall be outlined in its charter.
Section 3. Finance Committee.
In consultation with the Board Chair, the Chair of the Finance Committee may propose to the Board for appointment the members of the Finance Committee. The majority of this committee shall be Board Members and a minimum of two board members shall serve on this committee.
The Finance Committee shall serve as the Audit Committee of CMG. The Finance Committee serves to ensure adequate financial controls are in place to provide for stewardship of the resources of CMG. The Finance Committee shall oversee preparation of CMG's budget for approval by the Board of Directors.
The Finance Committee shall have other duties as approved by vote of the Board, which duties shall be outlined in its charter.
Section 4. Other Committees.
The Chair of the Board of Directors may appoint other standing and ad hoc committees and task forces from time to time, with charters, leadership and membership approved by the Board. Such other committees and task forces may have a designated term in their charters or may be terminated by a majority vote of the Board of Directors.
Section 5. Membership
Committee membership may include non-Directors whose experience and qualifications may assist the committee and the Board in the performance of their responsibilities. Except as required at the time of appointment by the Board, members and Chairs of other standing and ad hoc committees need not be Directors of CMG.
Section 6. Meetings
The Chair of the Board shall be entitled to have notice of committee meetings and to attend and vote at such meetings, provided that the Chair shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present, unless the Board Chair has been appointed to the committee by the Board.
The Managing Director of CMG shall be entitled to have notice of committee meetings and to attend and participate (without vote) in all committee meetings.
Section 7. Term of Office.
Each Director who is a member of a committee shall continue as a committee member for the remaining term of service, or longer, by mutual agreement with the Committee Chair and the Chair of the Board of Directors, as a non-director committee member, unless the committee shall be terminated sooner, or unless such member ceases to qualify as a committee member or resigns.
Section 8. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointment.
Section 9. Quorum & Manner of Acting.
Unless otherwise provided in the resolution of the Board of Directors designating a committee and approving its charter, a majority of the whole committee shall constitute a quorum. The act of a majority of the members of such quorum shall be the act of the committee. A majority of the members of any committee with the authority of the Board shall be comprised of board members. Additionally, to be considered a quorum, the majority of those present at any committee with the authority of the Board must be members of the Board.
Section 10. Rules.
Each committee may adopt rules for its own governance consistent with these bylaws or with rules adopted by the Board of Directors.
Section 11. Authority of Committees.
No committee shall have and exercise the authority of the Board of Directors except as provided in the Board-approved charter of the committee.
Section 12. Removal.
Any committee member may be removed by the person or persons authorized to appoint the member, if in their judgment the best interests of CMG shall be served by such removal.
ARTICLE XI – Administration
The administrative and day-to-day operation of CMG shall be the responsibility of a salaried staff head or firm employed or appointed by, and responsible to, the Board of Directors. The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall have the title of “Managing Director.” The Managing Director shall have the authority to execute contracts, certificates and other instruments on behalf of CMG and as approved by the CMG Board of Directors. It shall be the duty of the Managing Director to maintain strict supervision over all affairs and interests of CMG, to work closely with the Board of Directors, and to monitor closely the actions of staff personnel to ensure proper execution of the purposes of CMG and the policies of the Board of Directors. The Managing Director shall employ and may terminate the employment of staff necessary to carry out the work of CMG. The Managing Director may carry out such other duties as may be specified by the Board of Directors. The Managing Director shall be invited to attend and participate (without vote) in all meetings of the Board of Directors, except those held in executive session. The Managing Director shall report to the Board of Directors through the Chair of the Board.
ARTICLE XII - CONTRACTS, CHECKS, DEPOSITS, AND BONDING
Section 1. Contracts.
The Board of Directors may authorize any officer or Officers, agent, or agents of CMG, in addition to the agents and Officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the CMG and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of CMG shall be signed by such Officers, agent, or agents of CMG and in such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Managing Director or Treasurer and countersigned by the Chair or Vice-Chair of CMG.
Section 3. Deposits.
All funds of CMG shall be deposited to the credit of CMG in banks, trust companies or other depositories as the Finance Committee may select or may be selected by any one or more Officers or agents of CMG to whom such power may be delegated by the Board of Directors.
Section 4. Bonding.
The Board of Directors shall provide for the bonding of such Officers and employees of CMG as it may determine is necessary.
ARTICLE XIII - BOOKS AND RECORDS
CMG shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
ARTICLE XIV - FISCAL YEAR
The fiscal year of CMG shall be determined by the Board of Directors.
ARTICLE XV - WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or bylaws of CMG, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting or casting a ballot where any notice whatsoever is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or bylaws of CMG, constitutes waiver of notice.
ARTICLE XVI – INDEMNIFICATION
CMG shall indemnify all past and present Officers, Directors, employees, committee members, and all other CMG volunteers to the full extent permitted by the Act, and shall be entitled to purchase insurance for such indemnification to the full extent of the law as determined by the Board of Directors.
ARTICLE XVII – USE OF ELECTRONIC COMMUNICATION
Section 1. Electronic Communication.
Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these bylaws may be taken or transmitted by e-mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by e-mail or other electronic means.
Section 2. Alternative Means of Attendance.
Members, Directors, or committee members may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
ARTICLE XVIII – Dissolution
Upon the dissolution of CMG, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of CMG, dispose of all the assets of CMG exclusively for the purposes of CMG in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(6) or Section 501(c)(3) (but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of CMG) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law) (“IRC”), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the Registered Agent of CMG is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIX – AMENDMENTS OF BYLAWS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority vote of the members eligible to vote provided (i) a quorum is present (if the vote is conducted at a meeting) or members constituting a quorum participate in the vote if the vote is conducted electronically; (ii) at least thirty (30) calendar days prior notice is provided to the members of the intention to alter, amend or repeal these bylaws and to adopt new bylaws; and (iii) the Board of Directors has approved such revisions or amendments prior to the vote of the membership.