SERVICE COMPANY USER GROUP BYLAWS
purpose of the Trust Service Company User Group will be to 1) provide
a forum for users of the Trust Service Company software to suggest
and prioritize system wide enhancements and improvements to the
software applications, 2) provide an organization through which
the programmers for the Trust Service Company software can reach
a large portion of the users to discuss new releases, improvements,
and problem solving techniques, 3) promote interaction between the
staff of Trust Service Company and the users of the Trust Service
Company software, 4) foster positive relations between the users
of the Trust Service Company software.
Membership, Meetings, and Voting Privleges
Membership in the Trust Service Company User Group will be open
to all entities who utilize the Trust Service Company software.
2.2 Annual Meeting
The members of the Trust Service Company User Group will meet annually at the called
business meeting to take place at the Trust Service Company User Group meeting. At
the annual meeting, the members of the organization will elect officers
that will represent them on Trust Service Company User Group business that arises
during the year prior to the next annual meeting.
2.3 Voting Privileges
Each representative attending the Trust Service Company User Group meeting will have
one vote to be utilized during any votes that occur at the meeting.
3.1 General Powers
The business and affairs of the organization shall be managed by
3.2 Officers of the Organization
The officers of the organization shall consist of a President, a
Vice-President, a Secretary and a Treasurer.
3.3 Election and Term
The officers of the Trust Service Company User Group shall be elected
by the members of the Trust Service Company User Group and shall
hold office for one year or until the person's death, resignation,
retirement, removal or disqualification or until the successor shall
have been elected and qualified, whichever comes first.
Any officer or agent elected or appointed by the membership may
be removed by the membership whenever in its judgement the best
interests of the organization will be served thereby.
The President shall be responsible for the implementation of the
policies and procedures approved by the membership. The President
shall have authority over the general management of the activities
of the organization in accordance with these Bylaws, subject to
the authority of the membership. The President shall serve as moderator
of all meetings of the organization. The President shall sign and
execute instruments in the name of the organization except in cases
where the signing and execution thereof shall be expressly delegated
by the membership or by these Bylaws to some other officers or agent
of the organization or shall be required by law otherwise to be
signed or executed.
The Vice-President shall have such powers and duties as may from
time to time be assigned to him/her by the membership. The Vice-President
may sign and execute in the name of the organization instruments
authorized by the membership, except where the signing and execution
of such documents shall be expressly delegated by the membership
or the President to some other office or agent of the organization
or shall be required by law otherwise to be signed or executed.
In the absence of the President or in the event of the President's
death, inability or refusal to act, the Vice-President shall perform
the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President.
The Secretary shall keep the minutes of the meetings of the Officers
and/or membership. She/he shall keep all minutes of all such meetings
in books designated for these purposes. The Secretary shall see
that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law. She/he shall have charge
of the books, records, and papers of the organization. She/he shall
in general perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him/her
by the President, the officers, the membership, or by these Bylaws.
The Treasurer shall have charge of and be responsible for all funds
and securities, receipts, and disbursements of the organization,
and shall deposit all monies and securities of the organization
in such banks and depositories as shall be designated by the officers,
provided that the officers may appoint a custodian or depository
for any such funds or securities, and the officers may designate
those persons upon whose signature or authority such funds may be
disbursed. The Treasurer shall be responsible (i) for maintaining
adequate financial accounts and records in accordance with generally
accepted accounting principles; (ii) for the preparation of appropriate
operating budgets and financial statements; and (iii) for the preparation
of all tax returns as required.
3.9 Meetings of the Officers
The officers of the Trust Service Company User Group shall meet once quarterly in
the manner of conference calls, meetings, or any other arrangement
available to discuss and implement action items from the annual
meeting of the organization or to conduct the business of the organization.
Contracts, Checks, and Deposits
The officers may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument
in the - name of and on behalf of the organization, and such authority
may be general or confined to specific instances.
4.2 Checks and Drafts
All checks, drafts or other orders for the payment of money, issued
in the name of the organization, shall be signed by such officer
or officers, agent or agents, or employee or employees of the organization
and in such manner, including facsimile signatures, as shall from
time to time be determined by the resolution of the officers.
All funds of the organization not otherwise employed shall be deposited
from time to time to the credit of the organization in such depositories
as the officers may select.
As adopted June 21, 1996 and amended September 12, 2003.