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Article III

Section 1. Constitution

The members of TUG will be such persons, natural or legal, who will meet such qualifications and requirements (including without limitation payment of initiation fees and dues) as from time to time may be established by the Board of Directors. The Board of Directors will be the sole judge of the qualifications of the members and its determination as to whether a person is or is not a member will be final. The Board of Directors may, in its discretion, create different classifications of members and prescribe different rights, privileges, qualifications or requirements for each class.

Section 2. Place of Meetings

All annual meetings of the members and all special meetings of the members called by the President or the Board of Directors will be held at such place, either within or outside the State of Rhode Island, as will be stated in the notice of meeting.

Section 3. Annual Meetings

Meetings of the members will be held in conjunction with TUG conferences. Such conferences will normally be held annually; otherwise, an annual meeting of the members will be held on the first Monday of August in each year if not a legal holiday in the place where it is to be held, and, if a legal holiday, then on the next day following which is not a legal holiday, beginning at 10:00 a.m. or at any other time designated in the notice of the meeting. At each annual meeting, the members will transact such business as may properly come before the meeting. In the event of the failure to hold said annual meeting at any time or for any cause, any and all business which might have been transacted at such meeting may be transacted at the next succeeding meeting, whether special or annual.

Section 4. Special Meetings

A special meeting of the members, for any purpose or purposes, may be called by the President or by the Board of Directors. Any such call will state the purpose or purposes of the proposed meeting.

Section 5. Notice of Meetings

Written notice of each annual or special meeting stating the place, day and hour of the meeting (and the purpose or purposes of any special meeting) will be given by or at the direction of the president, the secretary or the person or persons calling the meeting to each member entitled to vote at such meeting not less than ten nor more than sixty days before the meeting. Business transacted at any special meeting of members will be limited to the purposes stated in the notice of the meeting or any written waiver thereof.

Section 6. Quorum

Fifty (50) members present in person, will constitute a quorum at all meetings of the members. If, however, such quorum will not be present at any such meeting, the members entitled to vote thereat will have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum will be present. At such adjourned meeting at which a quorum will be present any business may be transacted which might have been transacted at the meeting as originally called. If adjournment is for more than thirty days, a notice of the adjourned meeting will be given to each member entitled to vote at the meeting. When a quorum is present at any meeting, the vote of the holders of a majority of the votes entitled to be cast and present in person will decide any question brought before such meeting, unless the vote of a greater number is required by law. A voice vote will normally be considered sufficient for business actions. A show of hands may be requested when the outcome is in doubt.

Section 7. Access to Documents

Nothing in these Bylaws shall be construed to limit the access of TUG members to TUG documents. Members requesting copies of any TUG document may be charged a reasonable copying fee and members requesting publications or mailing lists presented to the public for sale may be charged the same fee as the general public. Members requesting copies of documents to be used in performance of TUG related duties may request that the copying fee be waived. TUG documents include, but are not limited to: contracts, Board minutes, Executive Committee minutes, office procedure manuals, IRS filings, and written communications from or to the TUG office. This section does not authorize the release of any information that federal or state law protects from disclosure.

Section 8. Lifetime Members

The Board may award, from time to time, particularly deserving individuals a lifetime membership in TUG. Such individuals shall have all the rights and responsibilities of regular TUG members, such as being entitled to vote in elections and stand for election to the Board, but shall not have to pay any membership fee.

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