Article I--Name

Article II--Purpose, Offices and Fiscal Year

1. 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.
   
2. The chapter shall mainly serve persons in the Greater Boston metropolitan area of Massachusetts.
3. 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.
4. 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.
5. The Executive Board may adapt and alter the seal of the chapter when incorporated.
6. 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

1. 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.
2. 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

1. 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.
2. 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.
3. The offices of Secretary and Treasurer may be held by one person.
4. 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.
5. 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.
6. 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.
7. 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

1. 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.
2. Chairmen of GBC/ACM Standing Committees shall become members of the Executive Board following confirmation of their appointment.
3. 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.
4. 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.
5. 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.
6. 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

1. Standing Committees shall be the Professional Development Seminar (PDS), Monthly Lecture, Newsletter, Membership, Arrangements, Interest Group, Company Representation and Parliamentary Procedures Committees.
2. 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.
3. 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.
4. 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.
   
5. 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.
   
6. 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.
   
7. 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.
   
8. 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.
9. 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.
10. 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

1. 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.
2. The President may appoint such other temporary committees as he deems appropriate, and determine the duties of such committees.
   

Article VIII--Duties of Officers

1. 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.
2. 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.
3. 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.
4. 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

Article X--Personal Liability

Article XI--Indemnification

1.  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.
2. 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.
3. 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

Article XIII--Meetings

1. 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.
2. 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.
3. 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.
4. 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

1. 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.
2. Dues shall be fixed annually by the Executive Board at a level appropriate to the chapter's financial standing.
3. 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

1. 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.
   
2. 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.
3. 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