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User Group Constitution & Bylaws Constitution ARTICLE 1: Name Section 1. This non-profit organization shall be known as the International Software AG Users' Group of North America. The formal abbreviation of the organization shall be SAGGroup. ARTICLE 2: Purpose Section 1. SAGGroup members shall exchange information related to the software products developed or supplied by Software AG, and products directly related to those developed and/or supplied by Software AG. Section 2. SAGGroup shall facilitate two-way communication between Software AG and its customer base. Section 3. SAGGroup shall provide feedback related to their relationship with Software AG , soliciting appropriate solutions. Section 4. SAGGroup shall act as a forum for solicitation by Software AG of users' needs and requirements, providing direct assistance in the development of new products and/or versions or improvements of existing Software AG products. Section 5. SAGGroup shall encourage member organizations to participate in direct interactive exchanges of information through the sponsorship of Regional User Meetings, Special Interest Groups and the Software AG Newsletter. ARTICLE 3: Organization Section 1: SAGGroup is organized into Regions (see appendix A) within the North American Area. Each Region may organize according to the specific needs of each group. Section 2: The Executive Committee is established to oversee the activities of SAGGroup and to ensure the purpose of SAGGroup is carried out. ARTICLE 4: Membership/Voting Section 1. Any installation site which is granted a license to use a product developed and currently maintained by, or supplied by Software AG, Inc. of Reston, Virginia, is a member organization of SAGGroup. Section 2. Software AG, or their agent will notify each new Software AG product user of the existence of SAGGroup, provide the new user with the contact information of the local regional representative, and provide SAGGroup with a contact name and address at the new user site, unless specifically requested not to do so by the user. Section 3. The Executive Committee determines who can vote on a SAGGroup issue. Voting can be available to: Section 4. Voting on any issue is by simple majority count and can be deemed formal or informal as determined by a vote of the Executive Committee itself. Section 5. No individual has more than one vote at any General Meeting or Special Meeting. ARTICLE 5: Executive Committee / Regional Representatives / Committee Chairpersons Section 1. Positional duties of the Executive Committee are stated in the By-laws. The Executive Committee will be made up of the following individuals: Past President, President, Vice-President, at-Large Board members and the North American Area Representative (Area as defined in Appendix A). The President may appoint additional members as needed. Section 2. The SAGGroup Officers shall consist of President, Vice-President, and Board members as defined in the By-laws. These Officers shall be elected by formal ballot during the Annual General Election, from the full SAGGroup membership, according to the procedures in Article 6. Section 3. Any Executive Committee member who is no longer with a SAGGroup member organization may retain the Executive Committee position until the next election, if so desired by that member, and if confirmed by vote of the remaining Executive Committee members. Section 4. A vacancy in the office of SAGGroup President shall be filled by succession of the Vice President. If unwilling, the remaining Executive Committee members may nominate candidates from existing Board Members, and will elect the new President. Section 5. Any vacancy in any office other than the SAGGroup President may be filled by an appointment of the President. Section 6. The Past President is defined as the person elected to, or succeeding to, the office of President during the term of office preceding the current term. The Past President serves for one term only. Section 7. A regional representative is elected from each of the regions by SAGGroup members from that Region prior to the Annual General Election, according to the procedures established by the members of the particular region. Regions are identified in Appendix A attached to this Constitution. Section 8(a). Regional Representatives shall have a term of one year. (b)SAGGroup Officers shall have a term of two years, on a staggered basis as scheduled in the By-laws. (c)Representatives and Officers may succeed themselves. (d) Area Representatives shall have a term of two years. (e) Appointed members serve a term whose length is at the discretion of the President. Section 9. The President or the Executive Committee can establish a committee, if required, and appoint a Chairperson to this committee. The Chairperson shall direct the activities of the committee and monitor its activities so that it meets its objectives, and be responsible for written reports of committee activities to the Executive Committee. Section 10. With the exception of the Software AG Liaison Committee Chairperson, all Chairpersons shall be from SAGGroup member organizations, and will be appointed by the Executive Committee. The Software AG Liaison Committee Chairperson shall be an employee of Software AG or of a company that can represent Software AG and formally assigned by Software AG's President and agreed upon by the President of SAGGroup to act in this capacity. Section 11. The Annual General Election will be held annually and will end on a date to be set by the Executive Committee. Section 12. Every two years, the elected and outgoing Regional Representatives from each geographical area, as identified in Appendix A, will appoint from among themselves one North American Area Representative to sit on the Executive Committee. The North American Area Representative shall be an employee of a SAGGroup member organization. The duty of that Representative is to act as a voice for North American users, keeping the Executive Committee informed of user group activities within that area. This Area Representative may authorize a Regional Representative's attendance at an Executive Committee Meeting for the purpose of presenting material to the Executive Committee with the prior approval of two SAGGroup Officers. Section 13. There shall be no more than one Executive Committee participant from any one member organization. Section 14. No person shall hold more than one concurrent position on the Executive Committee. No Executive Committee member shall concurrently serve as Regional Representative, with the exception of the International Area Representative. ARTICLE 6: Election of Officers Section 1. Throughout this Article the term "officer" shall mean SAGGroup Officer as defined in Article 5 section 2. Section 2. Nominations for applicable officers shall be open from each Annual General Election until two months prior to the next Annual General Election in accordance with the schedule in the By-laws. The nominations process is defined to begin with the choosing of candidates by the Nominations Committee, and end with the distribution of ballots to the SAGGroup members. Section 3. The Nominations Committee shall select from among the employees of SAGGroup member organizations as many persons as it and the Executive Committee deem practical to be candidates for each office. No more than one candidate for all offices shall be selected from any member organization. The Nominating Committee shall report its selections to the Executive Committee no later than the last day of the period prescribed in Section 2. Section 4. The member organizations of SAGGroup shall be informed, each year, of the open term for nominations and of the members of the Nominations Committee. Member organizations will be encouraged to suggest candidates for office to the Nominating Committee. Section 5. All persons nominated for office must have been consulted about having their name placed in nomination and must have given written consent to serve, if elected, to the Nominations Committee prior to ballot distribution. Nominees must also consent to sign a Software AG non-disclosure agreement, which will be served to those elected. Section 6. The Nominations Committee Chairperson shall form an Elections Committee of three persons from among SAGGroup members to administer the elections process, including the content of ballots, the receipt of ballots, the counting of ballots, and the announcement of results. This committee is to be comprised of Executive Committee members who are not nominated for any position to be elected. The Nominations Committee Chairperson shall become the Elections Chairperson except for when the Nominations Committee Chairperson becomes nominated for a position to be elected. Section 7. A notice of election shall be distributed to all registered SAGGroup members accompanied by a ballot for voting for applicable officers. This notice shall specify the last date ballots will be received. Section 8. Persons nominated for office may prepare a statement of qualifications for office, to be distributed with the notice of election. Section 9. Ballots must be received no later than the close of business on the last day of the Annual General Election. Section 10. A tie in the ballot tally for any one position will be resolved by a toss of a coin. The new officers will be formally announced to the membership by the Elections Committee Chairperson. ARTICLE 7: Meetings Section 1. Meetings open to all SAGGroup members shall be designated General Meetings. General Meetings may be held in conjunction with the Software AG user conference, or at such other times and places as appropriate, with at least sixty days notice of time and place to all licensed customers of Software AG. Section 2. One General Meeting, designated the Annual General Meeting, may be held once each year, as determined by the Executive Committee. This meeting should include, but not necessarily be limited to, the following Agenda items: Section 3. Meetings open to less than all SAGGroup members shall be designated Regional or special Meetings. All members of each committee who are on record with the Chairperson or Secretary of that committee as members of that committee shall be given adequate advance notice of meetings. Regional Meetings and Standing Committee Special Meetings shall require such notice to be in writing. Section 4. Minutes including at least the list of attendees, date of meeting, and motions and/or major decisions made during special meetings shall be forwarded to the Newsletter Editor no later than fifteen calendar days after such meeting. Section 5. No press releases generated by General or Special Meetings shall be given to the press without the approval of the Executive Committee. The President shall write appropriate retractions if deemed necessary by a majority vote of the Executive Committee. Section 6. Executive Committee Meetings will be held as needed during the year. Attendance at these meetings is limited to the Executive Committee and authorized guests. Such meetings shall include conference telephone calls used to expedite decision making and eliminate traveling. Notices and minutes of these meetings will be produced in accordance with the By-laws. Guests at Executive Committee meetings may be required to sign a Software AG non-disclosure agreement as determined by Software AG. Section 7. Business shall be officially transacted at Special Meetings only if at least a majority of the respective members are in attendance. Section 8. Special Meetings may be scheduled at the discretion of each committee's Chairperson. ARTICLE 8: Committees Section 1. The Executive Committee may create a committee in response to a request from users for the purpose of addressing a specific element, component, or facet of Software AG products, or the work or tasks associated with such products. The status of each Committee will be reviewed annually by the Executive Committee, and the group discontinued if it is not active. Each Committee Chairperson has a one-year term which can be renewed by appointment by the Executive Committee. The Chairperson reports to the Executive Committee on the activities of the group. Section 2. A quorum for transacting committee business is established when a majority of its respective committee members of record are in attendance. Proxies may be used, but each such appointment must refer to specific committee motions. Section 3. Committee status reports are required, in writing, at the Annual General Meeting. The Executive Committee may request telephone status reporting, as required. ARTICLE 9: Newsletter Section 1. The Software AG Newsletter is the official newsletter of SAGGroup. Its primary objective is to provide a means of communication both among users and between Software AG and users. The newsletter shall be made available to parties, such as consultants, outside of SAGGroup and SAG, at the discretion of the Executive Committee and SAG. Section 2. If selected for publication, user submitted comments shall be printed in the Newsletter in their entirety, including the name and affiliation of the author. Section 3. The Newsletter Editor may deem as appropriate which items to include for publication, and retains full control of editorial duties beyond requirements specified in the Constitution and By-laws. ARTICLE 10: Amendments Section 1. Amendments to this Constitution may only be made after prior notice of such change is sent to all SAGGroup members in good standing and approval of a) majority vote of members of record present at any General Meeting, or b) majority vote of members of record who respond by a pre-determined deadline to an amendment ballot mailing. Section 2. Amendments to the attached By-laws may only be made after a) majority vote of members of record present at any General Meeting, or b) majority vote of members of record who respond by a pre-determined deadline to an amendment ballot mailing, or c) majority vote of the Executive Committee. Section 3. Amendments to the attached appendices may only be made by majority vote of the Executive Committee. BY-LAWS OF THE INTERNATIONAL SOFTWARE AG USERS' GROUP ARTICLE 1: Purpose Section 1. These By-laws clarify terms and conditions with the SAGGroup Constitution and serve as a convenient method for adding administrative policy without rewriting the Constitution. ARTICLE 2: Elections Section 1. There shall be eight elected at-Large positions, and up to two appointed at-Large positions. Section 2. Elections for SAGGroup Officers shall be held annually for staggered two year terms according the following schedule: Section 3. In the event of a vacancy of any position in the off-year of election for that position, the Nominations Committee shall add the vacated position to the election ballot for the one year remaining in the term of that position. ARTICLE 3: Position duties Section 1. The following outlines duties of the various positions in SAGGroup and are included in the By-laws to allow the Executive Committee to modify duties as the need arises. Positions a) through e) are members of the Executive Committee. APPENDIX A: SAGGroup Area and Regional Identifications Area 1: North America
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