Article I – Name

The name of this organization shall be the VCE User Group, herein after referred to as “VUG”. VUG will be an incorporated association organized and governed under the laws of the state of Illinois.

Article II – Purpose

The VUG is an independent, global, customer-led organization, which maximizes members’ use of VCE Company, LLC (“VCE”) and partner solutions through knowledge sharing, training, collaboration, and events.

Article III – Membership

Section 1 – General

Each member of VUG (and any VUG Chapter) must be either an End User Member, a Partner Member or a VCE Member (each as defined below).

Section 2 – Membership Categories

End User Member
An End User Member shall be any person employed by a company that has purchased VCE products or services. An End User Member shall have voting privileges, shall be eligible to serve on the VUG Board of Directors, shall be eligible to serve as a Committee Chair or as a Committee Member, or as Local Leader.

Partner Member
A Partner member shall be any person employed by a company that sells VCE products or services. A Partner Member shall not have voting privileges and shall not be eligible to serve on the VUG Board or as a Committee Chair.  Partner Members shall be eligible to serve as a Committee Member or as a Local Leader, subject to the process and restrictions defined in the VUG Board Governance Principles.

Any employee of VCE.  Unless otherwise indicated in these Bylaws, VCE Members shall not have voting privileges, shall not be eligible to serve on the VUG Board, shall not be eligible to serve as Committee Chair or Local Leader, but can serve as a Committee Member.

Article IV – Membership Meeting

VUG may hold membership meetings as needed.

Article V – Officers & Board of Directors

Section 1 – Composition

The VUG Board of Directors shall have:

  1. Eight (8) members, six (6) of whom shall be voting Directors.
  2. 3 Directors designated as Officers: President, Vice-President and Secretary/Treasurer
  3. Two (2) Directors to the Board that are VCE employees and are appointed by VCE, one (1) of whom will be a voting Director and one of whom will be a non-voting Director. VCE shall designate which appointee is the voting Director.
  4. A VCE representative may not serve in the President or Vice President role, but may serve as Secretary/Treasurer.
  5. The Executive Director shall be Ex-Officio and serve as a non-voting member of the board.

Section 2 – Election, Eligibility and Terms of Office

  1. Terms of Office
    1. The President, Vice President, and Treasurer/Secretary shall each serve a two (2) year term, and any President, Vice President, or Treasurer/Secretary shall be eligible for re-election for up to two (2) additional consecutive two year terms.
    2. Each Director shall serve a two (2) year term and shall be eligible for re-election for up to two (2) additional consecutive two year terms.
    3. Partial terms served in all Board positions shall not be counted against term limits.
    4. No VUG Board member shall serve more than 6 consecutive years on the Board.
  2. Eligibility for all voting Board positions (non-VCE)
    1. A candidate must:
      1. Be an End User Member in good standing.
      2. Have the endorsement of the nominations committee and the support of his/her employer.
  3. Elections
    1. The Nominations Committee as defined in VUG’s BGPs shall put forward a slate with one candidate for each open position to be approved upon by VUG’s voting membership.
    2. Should the slate not be approved by the voting membership, a general election will be held.
    3. Write-in candidates may be accepted according to VUG’s BGPs.
    4. Officers shall be elected by the Board.

Section 3 – Assumption of Office

  1. All newly elected directors and Officers, except those assuming unfulfilled terms, shall assume their offices on the first day of VUG’s next fiscal year.
  2. The Directors and Officers assuming an unfulfilled term shall take office immediately following their selection.

Section 4 – Meetings

  1. The Board shall meet as necessary to conduct the business of VUG.
  2. Special Meetings may be called by the President or a majority of the Directors.
  3. A quorum of any properly called Board of Directors meeting shall consist of fifty percent (50%) of all Directors.
  4. Any Director unable to attend a meeting shall notify the Treasurer/Secretary of VUG in writing.

Section 5 – Removal or Resignation

  1. Officers and Directors shall be subject to removal as permitted by applicable law for cause as defined in the VUG BGPs.
  2. Any Officer or Director submitting a resignation shall notify VUG’s Treasurer/Secretary in writing stating the effective date of the resignation.

Section 6 – Vacancies

  1. Should there be a vacancy in any office other than the President it shall be filled at the earliest possible date for the balance of the term by a method determined by the Board.
  2. Should there be a vacancy in the office of President, the Vice President shall assume the office of
    President for the balance of the term.

Section 7 – Multiple Board Positions

An individual may hold only one voting position on the Board of Directors at any given time.

Article VI – Fiscal Year

The Fiscal year of VUG shall commence on the first (1st) day of January and shall end on the thirty first
(31st) day of December.

Article VII – Indemnification

VUG will indemnify and hold harmless its officers, directors, members, and their representatives upon determination by the Board that the person to be indemnified acted in good faith and with reasonable belief as to what was in the best interests of VUG. Members and their representatives shall not be liable for the debts of VUG.

Article VIII – Dissolution

In the event of the final dissolution of VUG, after full payment or liquidation of all debts and obligations, all remaining funds shall be contributed to a charity or non-profit organization that shall be determined and voted on by a two thirds (2/3) majority of the Board.

Article IX – Amendments

Section 1 – By-Laws

  1. A two-thirds (2/3) vote of the full Board is required to amendment the By-Laws.
  2. The new By-Law becomes effective immediately unless an effective date is specified during the amendment process.

Section 2 -Board Governance Policies

A simple majority vote of the full Board is required to amend the Board Governance Policies.

Article X – Chapters

Section 1 – Affiliation

  1. Chapters (Local VUG)
    1. A Chapter applying for affiliation with VUG must submit all information as required in the Chapter Affiliation Agreement and VUG’s Board Governance Policies.
  2. The Treasurer/Secretary of the Board shall notify the Chapter of the decision of the Board.

Section 2 – Autonomy and Responsibility

Chapters are legally separate and autonomous entities. VUG is not responsible for the conduct of Chapters or members, nor liable for their debts or other obligations. Chapters and members may not speak for, or otherwise legally bind VUG.

Section 3 – Duration of Affiliation and Termination

  1. Duration of Affiliation: Chapters shall have their affiliation automatically renewed annually providing they are in compliance with the affiliation agreements, the By-Laws and VUG’s BGPs.
  2. Termination of Affiliation: A Chapter may have its affiliation suspended or terminated if it is not in compliance with the affiliation agreements and/or the By-Laws and VUG’s BGPs.