SCUG Bylaws

ARTICLE I - NAME

The name of this organization shall be the Southern California User Group (SCUG), which is a 501(c)3 not-for-profit organization and will be referred to as the ‘Organization’ or ‘SCUG’ herein.

ARTICLE II - PURPOSE

The purpose of this Organization is to educate, inform and collaborate with our members on current and future Oracle JD Edwards Applications and Services and other content applicable to our members, while offering a forum for members in the local region to share their related experience, knowledge and ideas.   Meetings and events will be conducted in the local region of Southern California.

ARTICLE III - MEMBERSHIP

Section 1 - Membership of the Organization may be granted at the discretion of the Executive Committee. 

There are four classes of membership: Customer Members, Vendor Members, Oracle or Quest Members, Honorary Life Member. 

 

Section 2 – Eligibility for Membership  

Membership shall be restricted to:

  1. Customer Members Designated employees and representatives of the business entities that hold one or more valid licenses for Oracle JD Edwards software products for use in their day to day business do not market products or services related to aforementioned software, and whose interest in the membership is consistent with the Organization’s purpose. Members shall be eligible to vote, hold office, and serve on committees as chairpersons or committee members.
  2. Vendor Members - Oracle Certified Business Partners, software consultants, and other persons or entities whose business and interest in membership are consistent with the Organization’s purpose.  All Vendor Memberships, are subject to approval by the Executive Committee and Vendor Members shall be entitled to all the privileges held by Customer Members except those of holding certain offices as defined in Article VI.
  3. Oracle and Quest - Membership is also extended to Oracle and Quest representatives and shall be entitled to all the privileges held by Customer Members except those of holding certain offices as defined in Article VI.
  4. Honorary Life Member

Upon a 3/4 vote of the members in attendance at any regular meeting, Honorary Life Memberships may be conferred upon a Member who shall have rendered notable service to SCUG.  An Honorary Life Member shall have none of the obligations of membership in SCUG but shall be entitled to all of the privileges except those of making motions, voting, and holding office. Honorary Life Membership pertains to an individual and not an organization.                                              

Section 3 – Dues

All dues are payable on or before the first regular meeting of the renewal year.  Different membership classes may have different membership dues amounts.

  • Customer, Vendor and Oracle/Quest Member Dues Fees are be governed by SCUG Board of Directors annually and published on the related Member Application Forms.

 

Section 4Termination of Membership

Any member desiring to resign from SCUG shall submit their individual or company resignation in writing/email to the Director of Administration.  The Director of Administration will forward the resignation to the Executive Committee for action.  No dues shall be refunded to members except at the discretion of the Executive Committee.  Non-renewal by a company for more than two years, or non-attendance by a company for more than two years, constitutes automatic termination as an active member and they are considered non-members.

ARTICLE IV – CODE OF ETHICS

Section 1 – Business Partner Displays / Demonstrations 

Vendor shall adhere to the separate document titled "Vendor Code of Conduct" and in summary software displays or demonstrations at Organization meetings must be approved, in advance, by the Executive Committee.  Excessive sales tactics or contact with Customer Member attendees at any Organization meeting or event shall not be allowed.

Section 2   - Offers of Employment

Offers of employment are not to be made or solicited at any time at Organization meetings.  It shall remain at the discretion of the Executive Committee whether to allow job postings on Organization owned and maintained websites.

Section 3 – Revocation of Membership

The Executive Committee can, by a two-thirds vote, revoke any membership for violation of Organization Code of Ethics.

ARTICLE V - MEETINGS

Section 1 – Fiscal Year

The fiscal year shall be January 1 to December 31 of each given calendar year.

Section 2 – Meetings

There will be four (4) Regular Meetings of the SCUG, held once per quarter. Meeting dates for the current year will be established in January or earlier by the Executive Committee and posted on the SCUG website.  Holding of fewer or more meetings than designated is subject to the Executive Committee approval. 

Section 3 – Special Meetings

Special Meetings may be called by the President, by a majority vote of the General Board, by the Executive Committee, or by written request of 10 (or more) members of SCUG.  The purpose of the meeting must be stated in the written request for a Special Meeting. Except in case of emergency, at least a 30-day advance request shall be given for Special Meetings.

Section 4 – Quorum

A quorum of any regular meeting or special meeting of SCUG shall be the lower of 15 members or 25% of the voting membership.

Section 5 – Voting

Voting membership shall consist of one vote per Paid Member Company.

ARTICLE VI - OFFICERS

Section 1- General Board and Officers

The General Board shall be comprised of the following Officers:

  1. President
  2. Vice President of Finance
  3. Vice President of Programs
  4. Director of Technology
  5. Director of Media & Marketing
  6. Director of Administration
  7. Director of Membership - Customers
  8. Director of Membership – Sponsors/Partners
  9. Director of Events & Logistics
  10. Director of Oracle & Quest Relations
  11. Oracle Business Partner Advisor
  12. Director of Community Outreach

The last two (2) positions are Non-Voting positions as it relates to Board Votes, if they are filled by an Oracle employee or Vendor Member representative. The Oracle Business Partner Advisor position can be an appointed position, by the Executive Committee, and the appointee must be a Vendor Member of SCUG, serving as a representative and employee of one of the Oracle Certified Business Partners.

Section 2 – Executive Committee

The following Officers:  President, Vice President of Finance, Vice President of Programs, Director of Marketing and Media, and Director of Administration will form the Executive Committee. The Executive Committee shall have general supervision of the affairs of the organization between regular meetings and shall exercise authority over the General Board, except as otherwise provided by law or in these Bylaws. The Executive Committee will make recommendations to the General Board where necessary, and shall perform other such duties as are specified in these Bylaws or as directed by majority vote of the membership.  None of the Executive Committee’s actions shall conflict with the direction of the Organization and they shall be subject to the orders of the Organization. Members of the Executive Committee cannot be an employee of Oracle, or an employee of a Vendor Member, unless it is necessary for the ongoing running of the Organization.

Section 3 – Term of Office

SCUG officers shall be elected for a term of two (2) years, and the terms of office shall coincide with SCUG’s fiscal year.  Elections will be held every other year.

Section 4 – Nomination and Selection of Officers

At the third regularly scheduled meeting of the second year of office, the Executive Committee shall serve as the Nominating Committee. This committee shall establish a slate of candidates for those Officer positions that are up for election.  A ballot vote by the Membership will be taken at the last regular meeting of the year to confirm the new Officers for the subsequent term.  At the Executive Committee’s approval, these activities may be done using appropriate online tools within the specified time frame, which could facilitate an earlier announcement of the new General Board.

Section 5 – Holding Multiple Offices

No member shall hold more than one office at a time, unless there are insufficient nominations or volunteers to fill the required offices.  If such a situation arises, the Executive Committee may elect to share the responsibilities of the various Offices or assign any General Board member to multiple roles.

Section 6 – Board Vacancies

The President shall fill any vacancy of an Office by appointment for the unexpired term of the Office.  The appointment must be approved by the SCUG membership at the next regular meeting.

Section 7 – Limitations to Office

No more than one (1) Oracle employee or Oracle Business Partner representative shall serve as an Officer unless approved by the Executive Committee. All other Officer positions must be filled by a member of the group defined above as “Customer Member” and have been a member in good standing for at least the prior 2 years to be eligible for nomination. There will be a three-month grace period allowed to any Officer who experiences a change in their employment status with a Customer Member. During this grace period, if they find another position with an Oracle Customer company, they may retain their position and responsibilities on the General Board. Otherwise, they forfeit their position on the General Board and the President may fill their position with an existing General Board member, hold a special election to fill the position, or elect to leave the Office open until the next nomination period.

ARTICLE VII – DUTIES OF GENERAL BOARD MEMBERS

Section 1 – Duties of the President

The President is the Chief Executive Officer and shall have general supervisory responsibility over the Organization.  The President shall conduct all business meetings of the Organization and its General Board and /or Executive Committee, and all business transactions contained therein (nominations, voting, amendments to Bylaws, etc.), The President shall be authorized as signatory on checks drawn on SCUG’s general account.

The President shall be an ex-officio member of all committees, except the Nominating Committee and shall perform such other duties as assigned by the Executive Committee, including correspondence and communication with Oracle, Business Partners, Business Partner Prospects, other User Groups or their leadership, and Oracle Customers unless delegated to another role.

The President shall also act as the supporting communication liaison between the Quest Users Group, the other SCUG Officers, and other User Group leaders to share information concerning speakers, business meeting format, and the general rules of membership to the Director of Oracle and Quest relations.  The President will make every effort to attend the annual User Conference (COLLABORATE), INFOCUS, and/or Oracle OpenWorld, or ensure that a member of the Executive Committee attends as a representative of SCUG. The President will also make every effort to participate in the Oracle North America User Group Leaders events and meetings and report back to the General Board, or designate another Executive Committee member to fulfill this responsibility as needed.

Section 2 – Duties of the Vice President of Finance

The Vice President of Finance (VPF) is responsible for oversight of all accounting for the Organization including but not limited to; issuing invoices, receiving and recording payments, for the deposit of monies to the Organizations bank account and shall be authorized as signatory on checks drawn from SCUG’s general account.  He/she shall maintain proper records of all financial transactions and shall be subject to and cooperate with the financial review required by these Bylaws or any review as authorized by the Executive Committee.  The VPF shall perform any other duties as assigned by Executive Committee, and ensure the Organization is in compliance with any and all state and federal tax compliance and filing laws and deadlines, and may utilize local CPA resources at the approval of the Executive Committee to assist with compliance.  The VPF shall prepare a basic annual budget and maintain a basic forecast to actuals throughout the year to ensure there are no overruns.  The VPF also approves requests for expenditures as it relates to the suitability of expenses, and feasibility of the cost.

Section 3 – Duties of the Vice President of Programs

The Vice President of Programs (VPP) shall act in the place of the President, if the President is absent, or otherwise unable to perform his/her duties. The VPP shall be responsible for setting the event agenda including timing, format, speaker registration and communication and session arrangement, call for papers and review/approval of content, and managing and publishing this content for all of the User Group meetings, work closely with the other Board Members to coordinate related activities.  The VPP will strategize on repeating meeting agenda arrangements and processes that work well, and changing and improving those that don’t, as well as strategy on variations to existing meeting formats to keep meetings fresh and engaging for the members.  The VPP shall also ensure content is in accordance with SCUG’s mission. He/she will assist the President by managing adherence to the Bylaws governing the Organization and will perform other duties as assigned by the General Board.  The VPP is a highly coordinated position that will communicate action items to other board members to ensure program content is posted and marketed adequately and appropriately.

Section 4 – Duties of the Director of Technology

The DOT shall oversee the database of SCUG members and is responsible for maintaining and updating the SCUG website to ensure that it properly displays all of the information it is intended to. Other duties include but are not limited to:  Oversight of any postings on the website, oversight of all electronic communication to the members and non-members, ensuring all SCUG website hyperlinks operate as intended, controlling shared member database information with sister user groups (like Quest and Oracle), making recommendations to the Executive Committee for enhancements to the website, assisting with troubleshooting website questions and issues, facilitating fixes, and any other duties as may be assigned by the Executive Committee. The DOT shall also serve as primary interface between the any technology vendors for the organization such as web hosting and email and any support personnel needed to keep the website current and in working order.  The DOT from time to time may seek technology solutions for the organization to facilitate automation of repetitive tasks that other board members may be handling.

Section 5 – Duties of the Director of Media & Marketing

The Marketing Director is a creative position that shall be responsible for the overall marketing, branding and image of the Organization and drafts a marketing strategy or guidelines for the board to follow that includes social media posting, groups postings, forums and general meeting email marketing.  The Marketing Director shall establish protocols for the review and approval of all media and marketing collateral.  As part of branding; logos, tag lines, letterheads, mailers (e-mail or hard copy), event notifications, and web content are to be reviewed and approved by the Marketing Director to ensure a consistent message that supports the Bylaws and objectives of the Organization.  The Marketing Director shall be responsible for the content and overall design of all publications, communication, collateral materials, web pages, and any other media published on behalf of the Organization.  The Marketing Director is also responsible to manage the selection and content of potential or existing Social Networking sites, chat room sites, web links, and other digital media that the Organization may deem beneficial to utilize.

Section 6 – Duties of the Director of Administration

The Director of Administration (DOT) shall be responsible for recording minutes of any Organization meeting that may include Regular, Special, Executive Committee, and General Board meetings.   He / She shall also be responsible for supply of registration materials (such as name badges, sign-in sheets, raffle tickets, etc.), and any other required materials to conduct the business meeting.  Additionally, the DOT shall maintain non-financial records and legal documents of SCUG. He / She shall assist the other board members with notices and any other mailings or communication to members, and shall perform such other duties as may be assigned by the Executive Committee.

Section 7 – Duties of the Director of Membership - Customers

The Director of Membership – Customers (DOMC) shall maintain a database of SCUG customer members and prospects, is responsible for maintaining and updating the SCUG website to ensure that it properly displays all of the information it is intended to as it relates to customer memberships data and information.  Other duties include but are not limited to:  review and recommend any changes to the annual dues for customers, strategize on customer engagement and attendance, prepare customer oriented collateral such as a web page or brochure introducing customer prospects to the benefits of the organization and their membership, and any other duties as may be assigned by the Executive Committee. The DOMC shall also serve as primary contact with customers wishing to sign up or attend as a guest, or have any questions related to their membership, renewal, or potential membership with SCUG. 

Section 8 – Duties of the Director of Membership – Sponsors/Partners

The Director of Membership – Sponsors/Partners (DOMSP) shall maintain a database of SCUG sponsor and partner members and prospects, is responsible for maintaining and updating the SCUG website to ensure that it properly displays all of the information it is intended to as it relates to sponsor/partner memberships data and information.  Other duties include but are not limited to:  review and recommend any changes to the annual dues model for partners, strategize on partner engagement and attendance, prepare partner oriented collateral such as a web page or brochure introducing partner prospects to the benefits of the organization and their membership, maintain sponsor records, offerings and catalogs, create and update meeting trade show exhibitors diagram and print copies for the meeting, and any other duties as may be assigned by the Executive Committee. The DOMSP shall also serve as primary contact with partners wishing to sign up or attend, or have any questions related to their membership, renewal, or potential membership with SCUG.  This role works in concert with the Oracle Business Partner Liaison role(s).

Section 9 – Duties of the Director of Events & Logistics

The Director of Events & Logistics (DOEL) shall be responsible for the strategic objectives involved with planning and setting up the Regular Meetings.  Some of the duties include but are not limited to:  site selection, suggesting special event space ideas, date selection and SCUG meeting calendar creation taking into account no fly zones and other events/conferences timing that may conflict, room arrangements, facility contracts, coordination with the Banquet Coordinator, arranging for equipment rental required for any presentations, making pertinent announcements throughout the meeting to attendees, and any other duties as may be assigned by the General Board.  The DOEL will work closely with the VPF to ensure budgets are understood and not exceeded, and with the President and Vice President of Programs to understand facility space and timing requirements.  The VPF or the President may sign venue contracts.

Section 10 – Duties of the Director of Oracle and Quest Relations

The Director of Oracle and Quest Relations (DoOQR) shall act as the primary communication liaison between the Oracle user group organizers, the Quest Oracle Community organization, the other SCUG Officers, and other User Group leaders to ensure meetings are posted on the Quest SCUG group site and updated accordingly, and posted to the Oracle events site, request sponsorships and meeting support from them such as  sessions, speakers, giveaways, obtain annual no fly zone calendars and where relevant communicate business meeting format, and the general rules of membership.  It is also expected that the DoOQR represent SCUG by attending any Quest or Oracle user group leadership related calls and meetings and reporting back to the SCUG Board with news, updates, action items from those events or communications.  The DoOQR shall delegate attendance to another available SCUG Board member if they are unable to attend above mentioned events.  Any Quest or Oracle sponsorships secured shall be communicated to the SCUG Board by the DoOQR.

Section 11 – Duties of the Oracle Business Partner / Advisor

The Oracle Business Partner Advisor shall be a non-voting member of the General Board. This position is appointed by the President (with the approval of the Executive Committee). The appointee must represent a Vendor Member company and that company must be a Certified Oracle Business Partner. He/She shall serve a two-year term as an advisor to the SCUG General Board and will have input into the planning and program management aspects of our Regular Meetings. 

He/She will manage the offering to the Oracle Business Partners community and identify new opportunities for the Vendor Members to serve the member constituency.  He/she will offer input into the Vendor Membership pricing structure, marketing opportunities that SCUG can offer to the Vendor Members / Business Partner community, and any other duties as may be assigned by the General Board.  The Executive Committee will retain the right to terminate or replace the person in this position at any point in their term, if their relationship as an Oracle Business Partner changes or any other member of the Executive Committee deems it necessary due to inappropriate action or representation at a SCUG event.

Section 12 – Duties of the Director of Community Outreach

The Director of Community Outreach (DCR) is a position which may be appointed by the President with approval of the Executive Committee.  Any Customer or Vendor Member of the SCUG in good standing may volunteer for this position. He/she shall serve a two-year term.  The primary responsibility of this Office is to solicit feedback from our user community and help the General Board in understanding and considering the user community’s feedback during the General Board’s planning of events and communications to our community.  The DCR shall compose, distribute, gather and compile all meeting survey responses and report back to the General Board on those results, as well as devise any other means for collecting community feedback (e.g., interim surveys to the Membership throughout the year).  All proposed surveys and any other related user community correspondence and communication will be approved by the Executive Committee before being distributed.  This role may from time to time stand up and present at the SCUG meetings for a few minutes to engage with the community at the Executive Committee’s discretion.  The Executive Committee will retain the right to terminate or change the person in this position at any point in their term if their relationship as either an Oracle Business Partner Member or Customer Member changes or any member of the Executive Committee deems it necessary due to inappropriate action or representation at a SCUG event or during communication with the Community.  

Section 13 – Declaration of the Legal Liability Limits of the Officers

The Officers of the SCUG are not required to post bond and are considered to act as individuals in no way obligating Member companies for liabilities of the Organization.  In the absence of fraud or bad faith, no Officer shall be personally liable for SCUG’s debt, obligations, or liability.

ARTICLE VIII – BOARD MEETINGS

Section 1 – General Board Meetings

Regular meetings of the General Board shall be held once a quarter, at the discretion of the President.  Special Meetings of either the General Board or the Executive Committee may be called by the President or by request of any of the other member(s) of the Executive Committee.

Section 4 – SCUG Officers Quorum

A meeting of 50% of the General Board or a meeting of the full Executive Committee shall constitute a Quorum of the Officers of the SCUG.

ARTICLE IX - COMMITTEES

Section 1 – Standing Committees

Standing Committees shall be established by vote of the SCUG or the Executive Committee from time to time as deemed necessary.

Section 2 – The Executive Committee

The Executive Committee shall consist of these General Board officers: President, Vice President of Programs, Vice President of Finance, Director of Media and Marketing, and the Director of Administration.  The Executive Committee shall have general supervision over the other Officers of the Organization, will make recommendations to the Organization where necessary, and shall perform other such duties as are specified in these Bylaws.  The Executive Committee shall be subject to the orders of the Organization.

Section 3 – The Nominating Committee

The Nominating Committee shall consist of the Executive Committee, excluding members of the Executive Committee who may be eligible for re-election, and two members-at-large who may also be General Board Members. Members-at-large are appointed by the President. The Nominating Committee shall present an Executive Committee approved slate of candidates to the voting members for election as General Board members. 

ARTICLE X – PARLIAMENTARY AUTHORITY

The rules contained in the current edition of “Roberts Rules of Order Revised” shall govern the SCUG in all cases to which they are not inconsistent with these Bylaws and any special rules of order the SCUG may adopt. 

ARTICLE XII – AMENDMENT OF BYLAWS

These Bylaws may be amended by a two-thirds vote of the Organization Members, present at a Regular Meeting, provided that the amendment has been distributed to them (in writing, through a posting on the SCUG website, and by e-mail) at least one (1) month prior to the meeting at which the vote will be taken.

Last updated September 27, 2018
Posted October 31, 2018 for voting in at the December 6, 2018 meeting