Approved
as Amended on
February 26, 2002
PREAMBLE TO THE BYLAWS OF
THE SACRAMENTO AREA QUALITY ASSOCIATION
The spirit and intent to increase awareness and the practice of quality principles
and techniques in public and private organizations in the Sacramento metropolitan
area, as outlined in the Sacramento Area Quality Association’s (SAQA)
Articles of Incorporation, is reinforced by the members through their adoption
of the bylaws of the SAQA.
The bylaws, contained within
this document, are established to promote and protect the individual and common
interests of the membership and preserve the ability of the SAQA to support
software quality professionals. Through these by-laws, and any policies and
procedures derived from these by-laws, the membership governs the management
of the SAQA. The by-laws, and subsequent policies and procedures, are based
upon, and currently conform to, the State of California's Corporation Codes
for Nonprofit Public Benefit Corporations (Corporation Code, Part 2, Sections
5000 - 6910. In the case of inadvertent omissions, errors, or out-of-date specifications,
the State of California codes shall prevail.
Amendment I 01/05/1998
ARTICLE I - NAME OF THE ORGANIZATION
Section 1.
The name given to this organization shall be the Sacramento Area Quality Association (hereinafter referred to as "SAQA").
ARTICLE II - PURPOSE
AND OBJECTIVES
Section 1.
The purpose of the SAQA is to increase the awareness and practice of quality principles and techniques in public and private organizations in the Sacramento metropolitan area by supporting the activities of quality professionals who work in information system environments.
To accomplish this goal, SAQA shall foster, encourage, promote, support and improve the education and training of individuals who work in software engineering environments and within the quality field, including but not limited to:
a) Providing communications to keep members informed of current trends in the quality movement which can be beneficial to them and their organizations.
b) Encouraging the free exchange of techniques and methods on how to implement, practice, and promote quality principles and techniques in one's organization including disseminating information of available services and resources for implementing quality programs.
c) Promote quality?related education and training to help expands the knowledge base and skills of its members. This will ensure that the principles and values of the association will be promoted in the field of quality.
The SAQA is a not-for profit, professional society existing solely for the benefit of its membership.
Section 2.
The objectives of the SAQA
are to promote the implementation of effective quality practices in a member's
workplace by providing:
a) practical
applications of quality methods;
b) information about relevant, contemporary quality issues; and,
c) a forum to discuss quality principles.
Section 3.
SAQA shall adopt the following activities as a matter of policy toward achieving its purpose and objectives:
a) provide monthly meetings where quality professionals can learn about innovations and practices in quality disciplines;
b) encouraging communications and partnerships among its membership to encourage and promote information and cooperative efforts;
c) cooperating with local corporations to obtain sponsorship in order to provide optimal programs for all members;
d) publishing a regular newsletter informing members of significant information;
e) aiding and encouraging the establishment of exemplary learning programs and research;
f) publishing quality related articles in major newspapers, magazines, or journals.
Section
4. Amendment II 02/26/2002
The SAQA shall be governed by an Executive Board as established in Articles
IV and IX of these By-Laws.
The Executive Board may
create administrative policies in support of these By-Laws and SAQA activities.
At a regular SAQA monthly meeting, proposed policies must be placed on the agenda
for membership discussion and receive a simple majority approval vote of the
meeting’s attendees.
ARTICLE III - PROFESSIONAL MEMBERSHIP
Section 1.
Professional membership the SAQA is established upon submission of a membership application and payment of annual dues. Dues are assigned as follows:
a) Individual Professional
Membership: $25.00 a year, the fee will be due the first meeting in October.
Perspective members will be given a two month grace period before being required
to pay dues. Membership dues will be $25.00 for the year regardless of join
date.
b)
Corporate Professional Memberships:
Amendment I 01/05/98
(1) $100 per year
for up to a group of five initial members, plus $25 per year for each additional
member from a single company.
(2) For nine or more members, a second company professional membership (for
5 members) can be purchased for an additional $100 per year, plus $25 per year
for each additional member.
(3) Sponsoring companies must designate the employees covered by the membership.
Memberships remain with the company that purchases them. It is a company's responsibility
to notify SAQA of corporate professional membership changes.
c) Student Membership, for full time students: $10.00 a year.
Section 2.
The SAQA will also maintain a non?voting membership class that is exempt from the standard annual dues;
a) Honorary Membership which reflects special contributions to the association. Honorary memberships will be awarded based upon a motion brought before the Executive committee and approved by the membership.
Section 3.
a) All members shall enjoy the same rights and privileges except as specified elsewhere in this document.
b) Only professional members shall be entitled to vote on questions placed before the membership and in the election of officers.
c) Only professional members shall be eligible for election to office or for appointment to Chairperson sub?committees.
d) All SAQA meetings shall be open to all members of the association.
e) All members shall be on the SAQA mailing list.
Section 4. Amendment II 02/26/2002
a) A member’s name shall be deleted from the professional membership list on the 90th day following the expiration of their dues. Their name will remain on the SAQA e-mail list until the following October.
b) Voting rights
and privileges of professional membership shall be suspended when dues are over
90 days in arrears.
Section 5.
Amendment II 02/26/2002
c) No professional member
will use any assets of the Sacramento Area Quality Association, such as the
SAQA Web site or its e-mail address, for personal or business purposes. Violations
of this Section will result in immediate revocation of membership and any offices
that may be held in SAQA.
d) If the Executive Office determines a member has violated the professional
Code of Ethics adopted by SAQA, the following steps will be taken:
c) The member will be given a chance to explain his/her actions to the Executive Board.
d) If the Executive Board determines a violation has occurred, it will follow the State of California Corporate Code 5341 procedures, convening a panel of SAQA members to hear any charges of violations and rebuttals.
e) The member will be permanently removed from the SAQA membership if the panel finds the member has violated the professional Code of Ethics.
ARTICLE IV - EXECUTIVE OFFICERS
Section 1.
The five (5) Executive Officers of the SAQA shall be a President, Vice President, Treasurer, Secretary, and Member at Large for voting purposes. All Executive Officers will serve a term of two (2) years with the exception of the Vice President and Treasure. For the first election establishing the intial Executive Committee, the Vice President and Treasurer will serve a term of one (1) year, and thereafter shall be elected to a term of office of two (2) years. The Member at Large position will be filled by the out-going President, with the exception of the first Member at Large who will be elected by the professional membership. All elected Executive Officers will follow the procedures set in according to the nomination procedures in Article V and election procedures in Article VI.
Section 2.
The President shall be chief executive of the SAQA and shall perform the functions of this office. He/she shall preside at all meetings of the SAQA Executive Officers and shall be an ex-officio member of all subcommittees. The President shall provide direction and leadership for SAQA. This office is elected for a term of two years.
The President's specific responsibilities include:
a) Administrate the activities of the association with the aid of the Executive Committee.
b) Call all business meetings as well as any Executive Committee meetings if and when required.
c) Prepare the agenda for each business meeting and communicate the agenda to all Executive Officers and subcommittee Chairpersons.
d) Preside at all association meetings.
e) Rule on and resolve any conflicts regarding protocol or rules of order.
Amendment II 02/26/2002
f) Be the primary
point of contact for external organizations. Any form of written or electronic
communication with such organizations will be reviewed and approved by the Executive
Office before being sent.
g) Represent SAQA at external functions, meetings, and conferences.
Section 3.
The Vice President shall assist the President in the performance of their duties and shall assume such other duties as are assigned by the President. In the absence of the President, the Vice President shall assume the duties of the President, and shall preside at meetings of the SAQA Executive Officers. In the event, for any reason, the President is unable to complete his/her term of office, the Vice President shall assume the title and duties of the President until the next regularly scheduled election for that office. This office is elected for a term of two (2) years. (The initial Vice President of SAQA shall serve a term of one (1) year.
In the event the Vice President, for any reason, cannot complete his/her term of office the office will be filled following the procedures outlined in Article VI, Section 6 below.
Specific responsibilities
include:
a)
Preside at ad-hoc committees as required.
b) Preside at awards and recognition committee.
c) Advise President on responsibilities and practices.
d) Preside at Association meetings in the absence of the President.
e) Preside at nominations committee activities.
Section 4.
The Treasurer shall receive all revenues, deposit the same in the name of the SAQA in a bank approved by the membership and shall issue the receipts of the SAQA. Regular and accurate accounts of all funds shall be maintained at all times. The Treasurer shall enforce the spending restrictions of the SAQA.
The Treasurer shall supervise the collection of all dues and keep an account of the dues and other sums contributed or raised by members and others. An accurate roster of paid membership will be maintained and delivered to the Secretary. An Annual Financial Report shall be presented in writing at the Annual Business Meeting indicating the state of the SAQA finances. This office is elected for a term of two (2) years.
In the event the Treasurer, for any reason, cannot complete his/her term of office the office will be filled following the procedures outlined in Article VI, Section 6 below.
Section 5.
The Secretary shall keep minutes of all business conducted at general membership
meetings, Executive Committee meetings; keep and maintain all SAQA records except
as otherwise provided by these Bylaws; and shall keep the rolls of the membership.
The Secretary shall assist the President and/or committee heads in preparing
and sending mailings to SAQA members and other interested parties when necessary.
The Secretary shall assist the President with SAQA correspondence and supervise
the preparation and mailing of the SAQA newsletter. This office is elected for
a term of two years.
In the event the Secretary, for any reason, cannot complete his/her term of office the office will be filled following the procedures outlined in Article VI, Section 6 below.
Section 6.
The Member-at-Large, for voting purposes, will be filled by the out-going President. This office is not elected, except for the first Member-at-Large who will be elected by the professional membership, and is for a term of two years. The Member-at-Large will act as an ombudsman member for the general membership.
Section 7. Amendment II 02/26/2002
At the expiration of their terms of office and no later than 30 days following the installation of their successor, each officer shall turn over to his/her successor all SAQA records and correspondence and other property of SAQA he/she may have in his/her possession.
Section 8. Amendment II 02/26/2002
No SAQA officer will use his/hers official Executive Board position in any form of written communication, including e-mail and the internet, without the expressed approval of the Executive Office. The Secretary will maintain a copy of all official written communications.
Section 9. Amendment II 02/26/2002
No officer my be removed from office without first, a petition for cause submitted to the Executive Board, a review of the charges levied, the opportunity of the officer to rebut, and a majority vote of the Executive Board to place the recall vote before the professional membership.
Any officer can be removed
from office by a 2/3 majority vote of the Professional Membership. Votes may
be by proxy or in person.
Section 1.
Notification of the opening of nominations, qualification criteria, and the address to which nominations are to be submitted shall be communicated to all members on or around June 1, but no later than 90 days prior to the election meeting in October.
Section 2.
Any professional member of the SAQA may place his/her name in nomination for any open position provided they have been a professional member in good standing. Nominees must submit a personal statement reflecting their qualifications, experience, and goals.
Section 3.
The election committee shall convene on or around 60 days prior to the election meeting. This committee shall:
a) Solicit, receive, and certify all nominations for SAQA offices' subject to election by the professional membership. Certification requirements shall be:
1) confirmation of the nominees' desire to run for office and their understanding of the responsibilities associated with the position;
2) confirmation of the nominee's SAQA professional membership in good standing,
3) confirmation of the receipt of the candidate's statement of qualifications, experience, and goals.
b) Organize and present to the Executive Committee a complete slate and supportive materials for all candidates qualified for the ballot, prior to the election meeting.
Section 4.
Upon certification by the Election Committee, each nominee shall become a candidate for the office specified and will be so notified. No candidate may enter into candidacy for more than one (1) office in a single election. Any nominee who fails to achieve certification shall be notified of the reasons thereof, and may attempt to correct deficiencies within ten (10) days of notification to qualify for candidacy.
Section 5. Amendment II 02/26/2002
The Executive Board shall approve for publication, and shall direct the Secretary to notify the general membership of the slate. Candidates prepared statements of qualification, experience and goals (per Section 2 above) shall be published unedited and without comment with the full slate.
Section 6.
Nothing in this section
shall prohibit individual members from endorsing or supporting any qualified
candidate(s).
Section 1.
Elections of officers shall be initiated during September and completed in order to be announced at the Annual Business Meeting in October. Only two (2) Executive Officers will be elected each year as follows: The President and Secretary one year and the Vice President and Treasurer the following year, with the exception of the election of the first Executive Officers where all officers will be elected. Voting shall be by secret ballot. A majority (51%) of the eligible membership, voting in person and by absentee ballot, shall be required to elect any officers. In the event no candidate for a particular office receives a majority (51%) of the eligible membership, the two (2) candidates receiving the greatest number of votes shall be eligible for a second ballot to be decided by a simple majority of the eligible members present at the election meeting.
Section 2.
No officer shall be eligible for election to the same office for more than two (2) consecutive terms.
Section 3. Amendment II 02/26/2002
Notification to the membership of the election shall be by newsletter or e-mail not later than 60 days prior to the date of the election. Notification shall include:
a) The date of the election,
b) The time of the election,
c) The location of the election.
Section 4.
Prior to the Election Meeting, election packets shall be distributed to all professional members. Each packet shall include:
a) A list of all candidates including unedited statements of qualification, experience, and platform prepared by the candidates;
b) A ballot form with instructions for filing a ballot. Ballots may be submitted at the meeting or mailed to the Administration sub committee prior to the election meeting.
Section 5.
Newly elected Officers will assume their positions on the first day of October. Outgoing officers shall begin to transition out of their offices at the conclusion of the September election meeting and shall provide guidance to his/her replacement at least until the end of October.
Section 6.
In the event of a vacancy
between elections in any office other than that of President, the vacant position
shall be filled for the remainder of the un-expired term from the professional
membership by appointment of the President and majority-seconding vote of the
professional membership in attendance at the next general meeting. If the vacancy
occurs due to a current Executive Office member running for another Executive
Office position, the un-expired term will be filled by a majority vote of the
eligible membership during the normal election process.
Section 1.
SAQA will be affiliated with the Quality Assurance Institute Federation (QAIF). Located at 7575 Dr. Phillips Boulevard, Suite 350, Orlando, FL 32819-7273, USA.
Section 2. Amendment II 02/26/2002
The purpose of this affiliation
is to create a “network” of resources to use in fostering knowledge
of Information Technology in Quality Assurance.
Section 1.
General membership or program meetings shall be held a minimum of four (4) times per year.
a) Notice of any business meeting shall be communicated through the newsletter or e-mail to the membership prior to the meeting.
Section 2. Amendment II 02/26/2002
Business meetings shall be held four (4) times per year.
a) Notice of any business meeting shall be communicated through the newsletter or e-mail to the membership prior to the meeting. Business meetings may be held concurrently with general membership meetings.
b) A quorum must exist of at least 30% of the professional membership present at any meeting before binding votes may occur.
c) There will be an Annual Business Meeting which will include the following:
1) The presentation of new officers and/or new sub committee Chairperson.
2) An Annual Report presented by the various sub committee Chairperson.
3) The Annual Financial Report presented by the Treasurer.
Section 1.
The standing committees of the SAQA, the Executive Officers in charge, and their respective responsibilities are established as:
President:
a) Executive Office Consists of four elected officers and the Member-at-Large. Meets either in executive session or as part of the Executive Board.
b) Executive Board Consists of the Executive Office and committee Chairperson(s). Conducts the primary business activities of the organization. It is the decision and policy making body for SAQA.
c) Programs and Planning planning workshops, regular meetings, conferences, and demonstration programs. Finalizing all general membership and program meeting arrangements, including formal invitations to speakers. Research topics for discussion. Recommend and contact guest speakers for the group. Administer and analyze program evaluation forms after each meeting.
d) Research awareness and support of research studies, scientific and educational research information, keeping abreast of state, local, and federal legislation including government services and quality awards.
e) Membership Concerns and Information - provides locations for all general meetings, maintains mailing lists, maintains employment needs and employment opportunity lists, publishes the SAQA newsletter, provides notification of all meetings, and makes all arrangements for official social occasions.
f) Affiliations cooperation with other groups, corporations, or national organizations, including joint meetings. Soliciting corporate sponsors.
Vice President:
g) Membership coordinates efforts to retain existing members, and solicit new members.
h) Administration definition of by laws, supervision of all elections and rules of order.
i) Education educational material, resources, information, and guidance to all members. This is to include information on current college or university programs, preparation for professional certification, and information on seminars.
Treasurer:
j) Ways and Means fundraising, auditing of expenditures and spending restrictions.
Secretary:
k) Communication newsletter and publicity.
l) Library compilation of registry of quality professionals, directories of library materials, and quality references.
Member-at-Large:
m) Votes on all issues.
n) Act as an ombudsman for the general membership
Section 2.
Each implemented standing committee shall consist of a Chairperson appointed by the SAQA President with the advice of the other Executive Officers. An annual report is to be provided to the general membership by all committees at the President's direction.
Section 3.
The President may, from
time to time, delegate special projects to standing or ad hoc committees.
Section 1.
In their capacity as officers, an Executive Officer may not receive compensation, over and above actual expenses, for their services from SAQA.
Section 2. Amendment II 02/26/2002
c) No person shall enter
into a contract of any kind, which directly or indirectly, associates or obligates
SAQA without first review and approval of the Executive Board.
d) The Treasurer will administer any approved contract intended to generate
revenue for SAQA. The Treasurer will have the sole responsibility for collecting
expenses, issuing invoices, collecting revenues, and dispersing any compensation
due resulting from such contracts.
c) The Executive Office may authorize the employment of person(s) to carry out designated duties for SAQA on a compensation basis. The Executive Board shall determine the rate of compensation. Such persons shall perform duties under the direction of the President or the Executive Board’s delegate
Section 3.
No person shall act in the name of SAQA except as authorized by these Bylaws, or by the President. No person shall, without the approval of the President, send any letter, notice or written communication in the name of SAQA to the membership or to any other person, including any association, public body, or public official.
Section 4.
The fiscal year of SAQA shall be October 1 to September 30.
Section 1.
These Bylaws may be amended by a two thirds (2/3) vote of the professional membership present in person or by proxy at any business meeting provided that the exact wording of the proposed amendment is available to the membership in writing at least 15 days prior to the meeting. Such amendments may be altered or revised for clarification purposes only and presented, prior to the vote to adopt or reject.
Section 2.
Voting by proxy shall be limited to the amendment, repeal or adoption of Bylaws or recall of an Officer and may not be used on procedural questions. Proxies must:
a) Be received and dated no earlier than ten (10) days before a scheduled meeting, and no later than one (1) day prior to such meeting;
b) Bear the signature of the SAQA member if not electronically transmitted (e-mails will be veritied by telephone);
c) Designate the person to whom the proxy is assigned. The Secretary of the SAQA may be designated to exercise the proxy. If another person is designated, he/she must be a member of the SAQA and must be present to exercise the proxy.
d) Designate the wishes of the person assigning the proxy (for, against, or at the discretion of the proxy holder)
Section 3.
A proposal to alter, amend,
repeal or adopt any Bylaw may be made by the Executive Officers through majority
vote, or by petition to the Executive Officers by one fourth (1/4)
of the members jointly, or by a motion adopted at a regular or special membership
meeting.
ARTICLE
XII - PARLIAMENTARY AUTHORITY
Section 1.
Except where inconsistent with these Bylaws, Robert's Rules of Order, as amended by the Administration subcommittee, shall govern the conduct of the SAQA. All voting ties will be brought to the Membership Body for a vote.