BYLAWS of

Oak Creek Apples Macintosh Users Group (OCAMUG)

ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization is Oak Creek Apples Macintosh Users Group (OCAMUG). It is a nonprofit organization incorporated under the laws of the State of Arizona.

Section 2 — Purpose: OCAMUG exists exclusively as an educational institution for the public on the use of Apple Computers, including maintenance and security, and software applications.

ARTICLE II — MEMBERSHIP

Section 1 — Membership: Membership is open to anyone who wishes to belong. A dues-paying membership is a Regular membership (the member, spouse and legal dependent children may participate, though only the member may vote). Dues shall be set by the Board of Directors. The Board of Directors may establish additional membership categories as they desire.

ARTICLE III — BOARD OF DIRECTORS

Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of OCAMUG, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have not fewer than 3 members. Board members receive no compensation other than reasonable expenses.

Section 2 — Terms: All board members shall serve two-year terms, and are eligible for re-election.

Section 3 — Meetings and notice: The board shall meet at least annually, at an agreed upon time and place. Notice of board meetings shall be sent in writing to each board member at least two weeks in advance.

Section 4 — Board elections: During the last quarter of each fiscal year of the corporation, the membership shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the OCAMUG, called in accordance with the provisions of these bylaws.

Section 5 — Election procedures: New directors shall be elected by a majority of the Regular members present at such a meeting. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 6 — Quorum: A quorum must be present for business transactions to take place and motions to pass. A quorum of the Board of Directors shall be defined as forty percent of the current board membership but not less than two members. A quorum of the Regular membership shall be defined as the Regular members present at a membership meeting.

Section 7 — Officers and Duties: There shall be three officers of the board, consisting of a chair, secretary and treasurer. Their duties are as follows:

The Chair shall convene regularly scheduled board meetings, shall preside or arrange for other officers to preside at each meeting in the following order: secretary/treasurer.

The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member.

The Treasurer shall be responsible for assuring that corporate records are maintained, make a financial report at each board meeting, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 8 — Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the replaced board member's term.

Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member may be removed by a two-thirds (2/3) vote of the remaining directors or by a two-thirds (2/3) vote of those Regular members present at a membership meeting.

Section 10 — Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out to each board member at least two weeks in advance.

ARTICLE IV — COMMITTEES

Section 1 — Committee formation: The board may create committees as needed, such as fundraising, public relations, steering, etc. The board Chair appoints all committee chairs.

ARTICLE V — AMENDMENTS

Section 1 — Amendments: These bylaws may be amended at any regular membership meeting by a two-thirds (2/3) majority of the Regular members present at the meeting. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements. Notice of proposed amendments to be voted on at a meeting of the Regular members must be sent to members at least two weeks before the meeting.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a Unanimous vote September 1, 2004.