A. Name. The name of this organization is the CCI Users Group, hereinafter referred to as CCIUG or the Group.
B. Definition of a CCI System. A CCI system is defined as a publishing computer system sold by CCI Europe A/S, hereinafter referred to as CCI or the Vendor.
Article II: Purpose
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A. Objectives. The objectives of the Group are:
1. To share and exchange information for the purpose of improving and making more effective the members' use of CCI publishing computer systems.
2. To provide a formal channel of communication between users and CCI.
3. To establish regular communication between members.
4. To establish common goals.
5. To provide a means of self-education for the operation of CCI systems among members.
6. To reduce the cost of system development.
7. To focus CCI's direction in the enhancement of existing products or the development of new products.
8. To establish an administrative body to follow through on members' issues.
9. To obtain the participation and cooperation of CCI in these endeavors, while maintaining the Group's independence from CCI.
B. Achievement of Objectives. Achievement of objectives is to be accomplished by:
1. Holding general meetings of the Group. Such meetings may include, but are not limited to, professional-improvement workshops and dialogues regarding use of CCI systems, as well as discussions of issues and concerns to the Group.
2. Publishing accounts of such meetings and other communications - intra-Group and Group-Vendor - and making information about such meetings and communications readily available to the Group membership. Only members are entitled to ongoing access to the CCI Users Group web site and to receive formal communications in any form from the board on behalf of the membership.
3. Providing a vehicle for easy exchange of information among members.
4. Maintaining Group reference manuals and aids containing user-supplied materials.
5. Developing specifications for requests of the Vendor for products and services.

Article III: Membership
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A. Qualifications for Membership.
1. Membership is by site, not by individual.
2. The Vendor is not eligible for membership.
3. A membership may be held by any site except the Vendor that owns or uses a CCI computer system. This includes sites that have signed a contract to purchase a CCI computer system, but have not yet installed or begun operating said system. Membership terminates when qualification ceases to exist.
4. A site is a newspaper, magazine, or other publisher, except the Vendor, that owns or uses one or more CCI computer systems. CCI computer systems include, but are not limited to, NewsDesk, AdDesk Production, AdDesk Sales and NewsGate. A site with multiple CCI computer systems is entitled to one vote. One CCI system may be used to produce more than one newspaper, such as in a newspaper group, and each newspaper in that group is entitled to one vote.
5. Qualification for membership is automatic unless, by simple majority vote of the Board, such membership is not consistent with the spirit of the Group.
6. (Amended September 2007) On all matters calling for a ballot or polling of the Group, each site shall have one vote and shall designate a delegate to cast its vote. Sites not present at the annual meeting may submit an absentee vote, using procedures to be determined by the board, to the Secretary, who may act as a proxy delegate for any or all absent sites.
B. Dues and Fees.
1. No annual dues shall be collected, and the Group shall hold no bank accounts.
2. Registration fees may be assessed to cover the costs of general meetings of the Group. Such registration fees shall be designated by the Board and collected by the Host Site.
Article IV: Officers and Board of Directors
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A. Officers. Officers are the Chair, Vice Chair, Secretary, and Director.
B. Board of Directors. Responsibility for the affairs of the Group shall be vested in a Board of Directors (referred to throughout as "the Board"). The Board consists of the four officers, plus a Host Delegate appointed by the site that will host the next general meeting.
C. Duties.
1. The Chair is the chief executive officer of the Group and shall preside over Board meetings and general meetings. He or she is responsible for placing into effect all resolutions and approved actions of the Board and the membership. He or she may, at his or her discretion or at the direction of the Board, name standing and temporary committees and appoint their members to carry on the business of the Group. The Chair shall be, ex officio, a member of such committees. The Chair shall, with advice and direction of the Board, organize general meetings, and shall arrange for other meetings of the Board and votes on issues that must be dealt with between meetings.
2. The Vice Chair shall assist the Chair in the performance of his or her duties and shall perform, pro tempore, the duties of the Chair in the event of the temporary absence or disability of the Chair. The Vice Chair shall succeed to the Chair in the event of the resignation or removal of the Chair, unless such succession is in conflict with other provisions of the bylaws.
3. The Secretary shall insure that a quorum is present at Board meetings and general meetings, shall insure that the minutes of said meetings are taken and preserved, and shall disseminate copies of the minutes, as well as other information necessary to carry out the business of the Group, to the membership. He or she shall keep an up-to-date membership roster - a list of member sites, including key personnel involved with the CCI publishing computer system(s) at those sites, and the business addresses, telephone numbers, fax numbers, electronic mail addresses, and other such pertinent information, of sites and personnel. The Secretary shall be, at the direction of the Board, the representative in business involving financial affairs of the Group, insofar as legal papers and other documents are concerned.
4. The Director and Host Delegate shall perform such duties as may be prescribed by the Chair or the Board.
D. Terms of Office and Succession.
1. Board members serve for approximately one year. They begin their terms at the conclusion of the first general meeting of a calendar year and conclude their terms at the conclusion of the first general meeting of the following calendar year.
2. At the conclusion of his or her term, the Vice Chair automatically succeeds to the position of Chair, so long as the Vice Chair meets all requirements for eligibility for office at the time of succession, and so long as the Vice Chair was elected, not appointed, to his or her position. E. Nominations and Elections.
1. Elections shall be conducted at the first general meeting of the calendar year.
2. A Vice Chair, a Secretary, and a Director shall be elected. The candidates for Vice Chair shall not be from the same continent as the new chair.
3. If the Chair has appointed a nominating committee, that committee shall select candidates for offices. 4. Candidates may be nominated from the floor at a general meeting.
5. Voting is conducted by secret ballot, such ballots to be provided to the membership by the Board at the opening session of the first general meeting of the calendar year.
6. Each site shall have one vote and shall designate a delegate to cast its vote. A person shall not serve as delegate for more than one site during the same general meeting.
7. The Chair shall appoint an election committee to tabulate the ballots and announce the results. No person shall be a member of the election committee if he or she is a candidate for office or if his or her service on the election committee would compromise the integrity of the election.
8. The winner of an election shall be that candidate who has received a majority of the votes of those sites attending the meeting and voting. If no candidate receives a majority on the first ballot, the two candidates who received the most votes shall advance to a runoff to be held immediately after the first ballot is tallied.
9. In the event of any tie, either for advancement to a runoff or for resolution of the election, the outgoing Board, meeting in quorum, shall break the tie. Each member of the Board shall cast one vote, except that if a member of the Board is one of the candidates involved in the tie vote, that member shall recuse himself or herself and shall not cast a vote. The Chair shall not vote in this procedure unless his or her vote is necessary to break a tie vote of the Board.
F. Vacated Offices.
1. If an officer ceases to be employed at a CCI site, his or her office shall be declared vacant. This provision does not apply if the officer accepts immediate employment at another CCI site.
2. In the case of resignation or removal of the Chair, the Vice Chair shall succeed immediately to the Chair and shall retain that office for the remainder of that term, as well as the following year's term (to which he or she would have succeeded automatically had there been no vacancy), except that if the Vice Chair was appointed instead of elected, he or she shall not succeed to the Chair; instead, the Secretary shall succeed, unless the Secretary was appointed instead of elected, in which case the Director shall succeed. If no elected officers remain on the board after the Chair's resignation or removal, then the Vice Chair shall succeed.
3. In the case of a vacancy in the positions of Vice Chair (including a vacancy created when the Vice Chair succeeds to the Chair), Secretary, or Director, the Chair shall appoint an officer to fill the vacancy until the end of the current term of office. In no case shall an interim Vice Chair succeed to the Chair nor serve beyond the interim term as Vice Chair, except via the prescribed election process.
4. In the case of a vacancy in the position of Host Delegate, the Host Site shall appoint a replacement.
5. If it shall be necessary to elect a Chair, then the candidates shall be from a different continent than the previous chair.
G. Removal of Officers. An officer may be removed by the Board for dereliction of duty, or other serious misconduct, by unanimous approval of the other four Board members.
H. Board Business and Voting.
1. When the Board is assembled in one place, a quorum consists of three members of the Board. Unless specified otherwise in these bylaws, a simple majority vote at a Board meeting with a quorum is sufficient to approve a motion.
2. The Board shall meet at least twice during a general meeting - before the opening session and after the closing session.
3. The Chair may invite other general meeting delegates and participants to attend Board meetings, but their presence does not count toward a quorum, and they may not vote.
4. When the Board is not assembled in one place, the Chair may call other Board meetings, provided that each member of the Board shall be given at least seven days' advance notice of any meeting or shall waive such notice. The Board may be polled by the Chair at any time, via telephone, electronic mail, or other form of communication. Each member of the Board must cast a vote under these circumstances in order for the Board to take action. A vote of the entire Board obtained by such process shall constitute an action or resolution of the Board with the same force and effect as actions taken in bona fide meetings of the Board.

Article V: Meetings
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A. General Meetings.
1. The Group shall conduct at least one general meeting per calendar year.
2. Additional general meetings may be held if deemed necessary or useful by the Board.
3. The first general meeting of each calendar year shall be held on a different continent than in the previous year.
4. A quorum at a general meeting shall consist of fifty percent of the member sites attending the meeting.
5. The Chair shall call and announce all general meetings and shall organize the meetings, with the assistance of committees that the Chair and the Board appoint for the purpose of structuring and presentation.
6. The site of the next two meetings shall be announced by the Chair before the conclusion of a general meeting.
B. Attendance at General Meetings. Attendance at general meetings is divided into three categories:
1. Site Participants. A participant is a bona fide representative of a site. On matters calling for a vote, a site shall designate a delegate to cast its ballot.
2. Invited Guests. The Board may invite guests whose presence could enhance the objectives of the Group. Invited guests do not pay any dues or fees to the Group for any purpose. Any representative of the Vendor who attends a general meeting does so as an invited guest. Guests may not vote on Group business. At the discretion of the board, guests may receive materials distributed during the conference.
3. Third-Party Vendors. The Board may, from time to time, invite third-party vendors when the Board deems that their presence could enhance the objectives of the Group. Third-party vendors may be offered the opportunity to speak about or demonstrate their products as the Board sees fit.
C. Procedures at Meetings.
1. Delegates or participants may make motions or requests for action from the floor during such times as motions or requests are in order.
2. The guidelines published in "Robert's Rules of Order" shall prevail, except in those instances that conflict with the bylaws.

Article VI: Responsibility and Liability
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A. Accuracy of Technical Information. Neither the Group, its Board, its officers, its members nor its agents shall undertake to certify the correctness of any technical information furnished by or through the Group to its members or any other persons or organization, and no liability whatsoever shall inure to the Group or any member for damages which may be sustained by any party related in any way to the use of such technical information.
B. Safety of Persons and Possessions. In undertaking to arrange meetings and other activities, neither the Group, its Board, its officers, its members nor its agents shall undertake to warrant the safety of persons or possessions of any person who may choose to participate in any way in such meetings or other activities, and no liability whatsoever shall inure to the Group or any member for any loss which may be sustained by any person related in any way to such participation.

Article VII: Amendments and Revisions
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A. When Permissible. The bylaws may be amended or revised at a general meeting of the Group. A two-thirds vote of the membership in quorum is necessary for amendment or revision.
B. Membership Notification. No proposal for amendment or revision shall be entertained unless such proposal has been distributed, in written or electronic form, to each person listed on the Secretary's then-current membership roster, at least thirty days in advance of the meeting at which the proposal would be discussed or voted upon.
C. When Effective. Amendments or revisions are effective at the conclusion of the general meeting at which they are approved, unless, by description or definition, they must become effective at a different time.

Amended September 2007 to add:
Job openings at member sites related to CCI products will be permitted in an area on the user group message board. The posting of information here will be the responsibility of the member site. Members will be responsible for subscribing to this board as they do for other areas of interest. No administrative work will be done to support the postings. And the message board should not be used by members to post résumés or other data relating to a personal job search. At no time should the all-members e-mail distribution list, or communication tools other than the appropriate message board, be used to alert this community of job openings at member sites.


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