Society Bylaws

  1. Article 1 – Offices

    SECTION 1. PRINCIPAL OFFICE: The principal office of the corporation, the Society for Software Quality, hereafter called SSQ, for the transaction of its business is located in San Diego County, California. The mailing address for the SSQ shall be PO Box 910700, San Diego, CA 92191-0700.

    SECTION 2. CHANGE OF ADDRESS:
    The county of the SSQ’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws.

    SECTION 3. OTHER OFFICES: The SSQ may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

  2. Article 2 – Purposes

    SECTION 1. OBJECTIVES AND PURPOSES: As a corporation organized and operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, the SSQ shall conduct public discussion groups, forums, panels, lectures, workshops, etc., which:

    (a) Promote an increased knowledge of, and greater interest in, the disciplines of quality software engineering.
    (b) Provide a means of communication between the public and persons and organizations participating in and benefiting from quality software engineering.
    (c) Encourage original research in the area of quality software engineering.
    (d) Foster dissemination of research results and other acquired knowledge to the public.
    (e) Foster education and training in the disciplines of quality software engineering.

    SECTION 2. NONPARTISAN ACTIVITIES: The SSQ is a public benefit corporation under the California Nonprofit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the SSQ shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the SSQ shall not participate or intervene in any political campaign on behalf of any candidate for public office, or for or against any cause or measure being submitted to the people for a vote. The SSQ shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

  3. Article 3 – Members

    SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS: There shall be three (3) classes of membership in the SSQ:

    (a) REGULAR members shall be persons active in or contributing to the arts, sciences, and technology of quality software.
    (b) STUDENT members shall be persons pursuing a degree in the computer related field.
    (c) INTERNATIONAL members shall be those persons who meet all the requirements of Regular members and who reside outside of the United States of America. This class shall be treated as a Regular member of the SSQ.

    No member shall hold more than one membership in the SSQ. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of the SSQ, all memberships shall have the same rights, privileges, restrictions and conditions.

    SECTION 2. QUALIFICATION OF MEMBERS: Any person who is active in or contributing to the arts, sciences, and technology of quality software or is pursuing a degree in a computer related field is qualified to become a member of this corporation.

    SECTION 3. ADMISSION OF MEMBERS: Applicants shall be admitted to membership on making application therefor in writing and payment of the first annual dues, as specified in the following sections of this Bylaw.

    SECTION 4. FEES, DUES, AND ASSESSMENTS:

    (a) No fee shall be charged for making application for membership in the SSQ.
    (b) The annual dues payable to the SSQ by members shall be in such amount as may be determined from time to time by resolution of the Board of Directors.
    (c) The annual dues shall be equal for each class of member, but the Board of Directors may set different annual dues for each class of member.
    (d) Memberships shall be nonassessable.

    SECTION 5. NUMBER OF MEMBERS: There is no limit on the number of members the SSQ may admit.

    SECTION 6. MEMBERSHIP BOOK: The SSQ shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the SSQ’s principal office and shall be available for inspection by any Director or member of the SSQ during regular business hours.

    The record of names and addresses of the members of the SSQ shall constitute the membership list of the SSQ and shall not be used, in whole or in part, by any person for any purpose not reasonably related to a member’s interest as a member.

    SECTION 7. NON-LIABILITY OF MEMBERS: A member of the SSQ is not, as such, personally liable for the debts, liabilities, or obligations of the SSQ.

    SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS: No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.

    SECTION 9. TERMINATION OF MEMBERSHIP:

    (a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:

    (1) Upon his or her notice of such termination delivered to the President or Secretary of the SSQ personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
    (2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the SSQ.
    (3) Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary or other officer of the SSQ, designated by the Board of Directors. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’ receipt of the written notification of delinquency.

    (b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this Section, the following procedure shall be implemented:

    (1) A notice shall be sent by first-class or registered mail to the last address of the member as shown on the SSQ’ records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
    (2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
    (3) Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
    (4) Any person expelled from the SSQ shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.

    SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP: All rights of a member in the SSQ shall cease on termination of membership as herein provided.

    SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS: Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of the SSQ would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.

  4. Article 4 – Meetings of Members

    SECTION 1. PLACE OF MEETINGS: Meetings of members shall be held at the principal office of the SSQ or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors.

    SECTION 2. ANNUAL MEETINGS: The members shall meet annually during the month of November in each year, at a date and time designated by the Board of Directors, for the purpose of electing Directors-at-large and transacting other business as may come before the meeting. Cumulative voting for the election of Directors-at-large shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors-at-large to be elected shall be elected. Each voting member shall cast one vote, with voting by ballot only. The annual meeting of members for the purpose for electing Directors-at-large shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting.

    If by a majority vote, the Board of Directors elects to cancel the regular annual meeting, the election of Directors-at-large will be conducted using the alternate election procedure, described in Article 4, Section 11.

    SECTION 3. SPECIAL MEETINGS OF MEMBERS: Special meeting of the members shall be called by the Board of Directors, the Chairman of the Board, or the President of the SSQ. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.

    SECTION 4. NOTICE OF MEETINGS:

    (a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the SSQ not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.
    (b) Manner of Giving Notice. Notice of a members’ meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the SSQ or given by the member to the SSQ for the purpose of notice; or if no address appears or is given, at the place where the principal office of the SSQ is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.
    (c) Contents of Notice. Notice of membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time of the notice intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which Directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.
    (d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or telegraph to the Chairman of the Board, President, First Vice-President or Secretary of the SSQ. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date, time, and location, of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days after receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give notice themselves.
    (e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and whenever held, shall be as valid as though taken at a regular meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the SSQ records or made part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any matters specified in subparagraph (f) of this Section, the waiver of notice or consent shall state the general nature of the proposal.
    (f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

    (1) Removal of directors without cause;
    (2) Filling of vacancies on the Board by members;
    (3) Amending the Articles of Incorporation; and
    (4) An election to voluntarily wind-up and dissolve the SSQ.

    SECTION 5. QUORUM FOR MEETINGS: A quorum shall consist of twenty (20) percent of the voting members of the SSQ.

    The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting, provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.

    In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.

    When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

    SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION: Every act or decision done or made by a majority of voting members present or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of the SSQ, or these Bylaws require a greater number.

    SECTION 7. VOTING RIGHTS: Each REGULAR member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot.

    SECTION 8. PROXY VOTING: Members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the Secretary of the SSQ, provided, however, that no proxy shall be valid after eleven (11) months from the date of its execution unless provided in the proxy. In any case, however, the maximum term of any proxy shall be three (3) years from the date of its execution. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613(b) of the California Nonprofit Public Benefit Corporation Law.

    All proxies shall state the general nature of the matter to be voted on and, in the case of a proxy given to vote for the election of Directors, shall list those persons who were nominees at the time the notice of the vote was given to the members. In any election of Directors, any proxy which is marked by a member ‘withhold’ or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.

    Proxies shall afford an opportunity for the member to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited. The proxy shall also provide that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith.

    SECTION 9. CONDUCT OF MEETINGS: Meetings of members shall be presided over by the Chairman of the Board, or, if no such person has been so designated or, in his or her absence, the President of the SSQ or, in his or her absence, by the First Vice-President of the SSQ or, in the absence of each of these persons, by a Chairman chosen by a majority of the voting members, present in person or by proxy. The Secretary of the SSQ shall act as Secretary of all meetings of members, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

    Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of the SSQ or with any provision of law.

    SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING: Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the SSQ distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the SSQ. Ballots shall be mailed or delivered in the manner required for giving notice of meetings in Sections 4(a) and 4(b) of this Article.

    All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the SSQ in order to be counted.

    Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

    Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked ‘withhold’ or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, they shall not be counted as votes either for or against the election of a Director.

    A written ballot may not be revoked after its receipt by the SSQ or its deposit in the mail, whichever occurs first.

    SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES: The SSQ shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be reasonable given the nature and size and operation of the SSQ, and shall include:

    (a) A reasonable means of nominating persons for election as Directors-at-large.
    (b) A reasonable opportunity for a nominee to communicate to the members the nominee’s qualifications and the reasons for the nominee’s candidacy.
    (c) A reasonable opportunity for all nominees to solicit votes.
    (d) A reasonable opportunity for all members to choose among the nominees.
    (e) A reasonable opportunity for each SSQ chapter to elect their director to the SSQ Board of Directors.

    The election of Directors-at-large will be conducted at the annual meeting as described in Article 4, Section 2. In the absence of an annual meeting, the following alternate procedure for the election of Directors-at-large will be conducted:

    If by a majority vote, the Board of Directors elects to cancel the regular annual meeting, then the following alternate procedure for the election of Directors-at-large will be conducted:

    (a) Written nominations will be provided to the SSQ Secretary no later than the end of August. Candidates must agree to serve, if elected, and must provide a brief biography to the Secretary. Additionally, if the candidate wishes, they may provide a brief statement describing why they would like to serve as a Director-at-large.
    (b) The Secretary will prepare a ballot listing all candidates for the Director-at-large positions to be elected, including their biographies, at a minimum, and personal statements, if provided. Ballots will be mailed to all active SSQ members no later than the end of September. Members must return completed ballots to the Secretary by the end of October.
    (c) The Secretary will tally the ballots and publish the results of the election prior to the end of November. The three nominees receiving the most votes will become the Directors-at-large on January 1st of the next year.

    Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage) the SSQ shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the SSQ within five (5) business days after the request allows the nominee, at the SSQ’s option, the right to do either of the following: (1) inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon five (5) business days prior written demand upon the SSQ, which demand shall state the purpose for which the inspection rights are requested; or (2) obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors, as of the most recent date for which it has been compiled or as of the date specified by the nominee subsequent to the date of demand. The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

    If the SSQ distributes any written election material soliciting votes for any nominee for Director at the SSQ’s expense, it shall make available, at the SSQ’s expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.

    Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing Directors by any member present at the meeting in person or by proxy. However, if the SSQ has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5521 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Board of Directors.

    If the SSQ has five thousand (5,000) or more members, then the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by the SSQ in nominating and electing persons to the Board of Directors.

    SECTION 12. ACTION BY UNANIMOUS CONSENT WITHOUT MEETING: Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

    SECTION 13. RECORD DATE FOR MEETINGS: The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.

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