Lifetime Membership

Application Form

STUN (formerly PBUG) Constitution

The name of the group shall be Sybase Tools User Network (STUN).

2. Description

The Group shall be an independent, self-funding, non-profit-making organisation, run by a Council of members.

3. Charter

The Group shall provide a range of services to users of Sybase/Powersoft products. More specifically the Group exists to:

• provide a forum where members can meet and learn from each other's experiences of using software products and services
• coordinate members' views of Sybase/Powersoft products and services and make these known to Sybase/Powersoft
• disseminate information on Sybase/Powersoft, its products and services, and associated products where these might be of interest to members
• provide other services which might be of value to members in their use of Sybase/Powersoft products

The Group may be affiliated to other clubs and associations of similar and compatible aims and may accept affiliation from such bodies. Terms and conditions for such affiliations will be negotiated by the Council.

5.1

There will be various classes of membership as defined from time to time by the Council. These will vary according to the expressed needs of the existing and prospective membership. The guiding principle for the Council should be to structure the membership scheme to accommodate the wishes of the current and prospective membership while keeping the scheme simple. Details of current membership schemes are available from the PBUG office on request.

5.2

Membership should be open to users of Sybase/Powersoft products and services, as well as consultants who regularly advise clients on such products. In exceptional circumstances the Council can offer membership to other interested individuals or organisations.

5.3

The Council may withhold membership from any individual or organisation or terminate in writing an individual's or organisation's membership where to allow it to continue is thought to be detrimental to the running of the Group, without giving reasons, but the individual or organisation may put his case to the next General Meeting of the group, which may overrule the Council's decision as long as two thirds of the members attending vote accordingly.

6.1

The day to day business of the Group shall be managed by a Council of members, subject to the final authority of a General Meeting of the Group. The Council shall be empowered to act without reference to a General Meeting, provided that such action is within this constitution and there is no relevant motion pending for discussion at a General Meeting.

6.2

The Council shall consist of a minimum of 3 members and a maximum of 6, and be elected at the Annual General Meeting of the Group.

6.3

To ensure adequate representation of the interests of end users, as against value added resellers, no more than one third of the Council may be members who work for value added resellers. Should there be insufficient end users willing to serve on the Council the additional places may be filled by members from companies who are value added resellers.

6.4

At the first meeting of the Council, the elected members will elect the posts of Chairman, Treasurer and Secretary from amongst themselves. All other posts, the responsibilities of which will change from time to time, will also be filled at this meeting. The Council will also confirm the appointment of any individuals or companies providing services to the Group. This must include, but not be limited to, the Group's auditor.

Should any posts not be filled following this meeting the Council has the authority to co-opt up to 2 members specifically to carry out these duties.

6.5

The Council shall hold office from one Annual General Meeting until the next when they shall be eligible for re-election.

6.6

Should any member of the Council resign before the next Annual General Meeting, the Council may co-opt a member of the Group to fill the vacancy.

6.7

The Council shall have the power to determine its own modus operandi save that the following rules shall always prevail:

6.7.1

Two members of the Council including either the Chairman or the Treasurer shall form a quorum.

6.7.2

Council meetings are held at the discretion of the Chairman, except that a meeting must be held if requested by three or more members of the Council.

6.7.3

Any resolution passed by a majority of the members present and voting at a Council meeting shall be the decision of the Council. In the event of an equal vote, the Chairman, or the person acting as Chairman in his absence, shall have an additional or casting vote.

6.7.4

The Chairman and Treasurer shall act as signatories for the group on all cheques, other bank transactions, VAT forms, Inland Revenue forms, other forms and official correspondence. Any other member if the Council can act as the second signatory on cheques and other bank transactions.

The Treasurer shall take charge of the funds and receipts of the Group and shall ensure that, under the authority of the Council, all bona fide demands for payment are met. He shall be responsible for maintaining full and proper books of account in accordance with accepted current practice, arrange for the accounts to be audited once a year and present a full financial report to the Annual General

Meeting and at other times as required to do so by resolution of the Council or General Meeting.

6.8

Any member or ex-member who has the custody of any software, books, documents, records, property or monies belonging to the Group shall on request from the Council or a General Meeting surrender them to the Group.

6.9

Financial liability beyond the limit of its resources shall not be incurred on behalf of the Group without the cover of a guarantor confirmed in writing. The Council shall not act as guarantor for Group activities except by prior written agreement between parties.

All members shall pay an annual subscription at rates to be fixed by the Council, subject to later endorsement by a General Meeting. New members shall pay a joining fee. No individual or organisation shall be considered to be a member until their full subscription is paid, but there shall be a period of grace allowed to existing members of one month following the end of their membership year during which they retain their membership pending renewal. After expiry of the grace period a new joining fee shall become payable.

The Group's financial year shall end on December 31st. The Council can change this on advice from the Group's auditor, subject to later endorsement by a General Meeting.

9.1

The Annual General Meeting of the Group shall be held each year between February and June, allowing time for the preparation and distribution of the previous year's accounts.

9.2

Special General Meetings of the Group shall be held at the discretion of the Council or if requested by a minimum of 25 members or 25% of the membership whichever is the smaller.

9.3

Notification for any General Meeting must include date, time, location and agenda and shall be communicated to all members at least 28 days before the proposed meeting.

9.4

Each member present at a General Meeting shall have one vote and when the votes are equal the Chairman, or the person acting as Chairman in his absence, shall have an additional or casting vote.

9.5

A General Meeting shall be regarded as quorate provided that there are 25 members or 25% of the membership present, whichever is the smaller. In the event of an inquorate meeting a second meeting shall be called within eight weeks of the first meeting; this second meeting shall be quorate irrespective of the number of members in attendance.

10.1

In this constitution (unless this would clearly render the content meaningless) words implying the masculine gender shall include the feminine and words implying the singular shall include the plural, and vice versa.

10.2

In any case of doubt as to the meaning of a rule or its applicability to a particular matter, the Council shall have the power to decide the issue, subject to a General Meeting.

This constitution can only be amended or added to by a resolution of a General Meeting, approved by two-thirds of those voting. Such a resolution must have appeared on the agenda notified to the membership as in 9.3 above.

12.1

Any proposal to wind-up the Group shall be given in writing to all the members of the group and the proposal shall be considered at a General Meeting, 28 days' notice having been given to members. To be effective a formal resolution to wind-up the group must be carried by a vote of at least two-thirds of those members present. Postal voting will be acceptable.

12.2

Upon the winding-up of the Group the property of the Group shall be disposed of in a manner which ensures a fair price is obtained for each item and the proceeds, together with the monetary assets of the group, shall be used to pay off any debts owed by the Group. The balance shall be donated to a charity chosen by the final General Meeting from a list of three submitted to the members by the Council.