POLISH ASSOCIATION FOR INFORMATION SYSTEMS

BY-LAWS

ARTICLE I

PURPOSE AND ACTIVITIES

SECTION 1. NAME.

The name of this organization shall be the Polish Association for Information Systems, abbreviated as PLAIS, and hereafter referred to as the Chapter.

SECTION 2. STATEMENT OF PURPOSE.

The Polish Association for Information Systems (PLAIS) is a Chapter of the Association for Information Systems (AIS) serving Polish members of AIS. The goal of the Chapter is to promote the exchange of ideas, experiences, and knowledge among scholars and professionals in Poland engaged in the development, management, and use of information and communications systems and technology.

SECTION 3. ACTIVITIES.

The various activities of the Chapter are to promote the exchange of professional communications among scholars and professionals responsible for education, design, implementation, and management of information systems in both private and public organizations. The activities of the Chapter include:

ARTICLE II

MEMBERSHIP

SECTION 1. MEMBERSHIP CLASSES.

PLAIS shall provide all classes of membership as contained in Article II of the constitution of AIS. All members of PLAIS shall be members of AIS upon payment of the appropriate AIS dues.

SECTION 2. CHAPTER DUES.

The Executive Board shall have the authority to determine the PLAIS dues and other payments to be made by the members of the Chapter from time to time. The annual dues of each member for PLAIS shall be paid at the beginning of the membership year coinciding with the member’s AIS membership year. PLAIS dues and other payments will be collected by the AIS Business Office at the time of registration for AIS membership and payment of AIS dues. PLAIS dues will be remitted to the Chapter by the AIS Business Office, minus any agreed upon administrative charges, which shall be retained by AIS.

SECTION 3. MEMBER RIGHTS.

Each regular member shall have the right to vote, participate in all PLAIS and AIS activities, and hold office in PLAIS and AIS.

SECTION 4. LIABILITY OF MEMBERS.

The members of the Chapter shall not be liable for the debts and obligations of the PLAIS nor of AIS.

SECTION 5. TERMINATION OF MEMBERSHIP.

Resignation

A member of the Chapter may terminate his or her membership at any time by submitting a letter of resignation to the Executive Board or by failing to pay either AIS or PLAIS dues within two (2) months of the date on which they are due.

Expulsion

A member may be expelled for conduct deemed prejudicial to the Chapter by a two-thirds majority of the individual members in attendance at a “general business meeting” of the Chapter where a quorum is present, provided that the member shall first have been served with a written notice explaining the reason(s) for the proposed expulsion, and shall be given an opportunity to challenge the proposed expulsion to those in attendance at the general business meeting.

ARTICLE III

MEETINGS OF MEMBERS

SECTION 1. ANNUAL GENERAL MEETING.

An annual general meeting (AGM) shall be held to install officers (if required by terms of office) and to conduct such business as required. The time, location, and other details of the meeting shall be determined by the Executive Board of PLAIS and communicated to the membership.

SECTION 2. NOTICE OF MEETINGS.

A written or other notice stating the place, time, date, and hour of meetings shall be delivered to the membership at least two (2) weeks prior to the meeting. If e-mailed, such notice shall be delivered to the e-mail address as it appears on the records of the Chapter.

SECTION 3. QUORUM.

Prior notice of the AGM and general business meetings having been given, 25% of PLAIS members shall constitute a quorum for the purpose of such meetings of the Chapter. If a quorum is not present, the AGM or general business meeting shall be adjourned until a quorum can be obtained. A quorum is not required for other meetings or events of the Chapter.

SECTION 4. VOTING.

Any person who is a current member of the Chapter shall be entitled to one vote on business pertaining to the Chapter. Decisions shall be by a majority of those participating and eligible to vote. On matters of general business, voting may be conducted by any means chosen by the Executive Board, including electronic mail. In regard to the election of officers, voting may be conducted by any means chosen by the Election Committee, including electronic mail. In regard to both election of officers and matters of general business, all members who are eligible to vote have both absentee and proxy voting rights.

ARTICLE IV

EXECUTIVE BOARD

SECTION 1. MEMBERS OF THE EXECUTIVE BOARD.

The Executive Board shall consist of the officers of the Chapter, the Past-President of the Chapter, and Directors (see Article V.2). The President of the Chapter shall serve as the Chair of the Executive Board. Until a Past-President is available, the membership shall elect an At-Large Director as a voting member on the Executive Board.

SECTION 2. DUTIES OF THE EXECUTIVE BOARD.

The Executive Board shall serve as the governing authority of the Chapter. The property, business, and affairs of the Chapter shall be managed by the Executive Board. The Executive Board may exercise all such powers of the Chapter as defined by the laws of Poland and by these by-laws.

The Executive Board shall, in furtherance of, but not in limitation of, its powers, have the authority and power to:

SECTION 3. MEETINGS OF THE EXECUTIVE BOARD.

There shall be at least one annual meeting of the Executive Board. Additional meetings may be called by the Chair or by at least three members of the Executive Board. The meetings shall be held at a time, place, and manner designated by the Chair. Notice of the meetings shall be given in writing or orally at least two (2) weeks prior to the meeting. Other methods of meeting in addition to face-to-face may be used.

SECTION 4. QUORUM.

Presence of more than one-half of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board.

SECTION 5. VOTING.

Decisions shall be by a simple majority of those present and voting. The Chair may exercise a casting vote if the need arises.

ARTICLE V

OFFICERS AND MEMBERS OF THE EXECUTIVE BOARD

SECTION 1. OFFICERS.

The officers of the Chapter shall consist of the President, President-Elect, Secretary and Treasurer. No person may hold any two offices at the same time. The officers of the Chapter must be members of PLAIS and AIS in good standing. The period of office is normally two years unless decided otherwise by the Executive Board. However, extensions beyond two years can be approved by a majority of the membership present at the AGM. Ideally, the two-year terms of the Secretary and Treasurer should be staggered so as to enhance the continuity of the Executive Board.

SECTION 2. DIRECTORS.

In the event that special (such as Events Director, Publications Directors, etc.) or At-Large Directors of the Chapter are deemed to be necessary or desirable by the membership of the Chapter at the annual meeting, such additional Directors of PLAIS may be established. Directors shall serve from the date of the annual meeting at which they are elected for a term of two years and until their respective successors assume office.

SECTION 3. NOMINATION.

A Nominations and Election Committee, chaired and selected by the Past-President, shall seek and nominate at least one candidate for each Officer and Director position to be filled on the Executive Board no later than 30 days prior to the annual election. Nominations may also be made by any member eligible to vote by sending the name of the nominee to the Election Committee no later than 30 days prior to the annual election providing the nominee has given prior consent.

SECTION 4. ELECTIONS.

The annual election of the Chapter officers and the At-Large Directors (if any) of the Executive Board will be held during the annual general meeting of the Chapter by a method to be chosen by the Nominations and Election Committee. Each voting member, as describe in III.4 above, shall be entitled to one vote. Voting shall be conducted in a manner deemed appropriate by the Election Committee. Each position shall be filled by the nominee receiving the most votes cast.

SECTION 5. REMOVAL.

Any officer or member of the Executive Board may be removed by a vote of the majority of the voting members at an annual general or business meeting of the Chapter, or by postal or e-mail voting by 25% of the Chapter membership. Such a vote must be recommended and scheduled by the Executive Board. Notification to the voting members that a vote will be conducted for removal of an officer or member of the Executive Board must be made no less than two (2) weeks prior to the vote being taken.

SECTION 6. RESIGNATIONS.

Any officer or member of the Executive Board may resign at any time by giving written notice, including e-mail, to the President or Secretary of the Chapter. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 7. VACANCIES.

For offices other than President-Elect, a vacancy occurring in the elected offices for any reason shall be filled by appointment by the President with the approval of the majority of the Executive Board. A vacancy in the office of President-Elect shall be filled by election, regular or special, by the PLAIS membership. Such appointment shall continue until the next annual general meeting. In the event that a vacancy occurs in the first year of a two-year term, the person elected at the next annual meeting shall serve a term of only one year, to restore the pattern of staggered elections.

SECTION 8. DUTIES OF THE PRESIDENT.

The President shall be the chief executive officer of the Chapter. The President shall perform all duties that pertain to the office of the President and that may be assigned by the Executive Board. In furtherance of, but not in limitation of, the office, the President's primary duties shall be:

SECTION 9. DUTIES OF THE SECRETARY.

The Secretary shall be the chief administrative officer of the Chapter and shall perform all duties that pertain to the office of Secretary and that may be assigned by the President and the Executive Board. In furtherance of, but not in limitation of, the office, the Secretary's primary duties shall be to:

SECTION 10. DUTIES OF THE TREASURER

Maintain the financial records of the Chapter and produce an annual financial report.

Review all applications for membership and maintain a membership roster.

Submit an annual Financial Report to the AIS Treasurer.

SECTION 11. DUTIES OF THE PAST-PRESIDENT.

The immediate Past-President of the Chapter shall serve as a voting member of the Executive Board and as the chair of the Nominating and Election committee. The Past-President will assist the President as required, and chair annual and special meetings in the absence of the President.

SECTION 12. DUTIES OF PRESIDENT-ELECT.

The President-Elect shall serve as a general assistant to the President and shall assume the office of President at the end of the term of office of the President.

SECTION 13. DUTIES OF DIRECTORS

The duties of special Directors and At-Large Directors will be determined and defined by the Executive Board.

ARTICLE VI

COMMITTEES

SECTION 1. SPECIAL COMMITTEES.

The President, with the concurrence of the Executive Board, may establish and appoint special committees, not having and exercising the authority of the Executive Board, to aid and assist the President and the Executive Board in the management of the affairs of the Chapter.

SECTION 2. NOMINATING AND ELECTION COMMITTEE.

Not less than Forty (40) days prior to the annual election of officers and directors, the Past-President with the consent of the Executive Board, shall appoint at least two (2) additional members to a Nominations and Election Committee chaired by the Past-President. This Committee will consist of voting members of the Chapter. This committee will prepare a slate of nominees for chapter offices and conduct the subsequent annual election of officers and directors of the Chapter according to the processes and procedures set out in preceding sections.

ARTICLE VII

FINANCES

SECTION 1. FISCAL YEAR.

The fiscal year of the Chapter shall coincide with the fiscal year of AIS.

SECTION 2. FINANCIAL ACCOUNTS.

The Treasurer shall establish and maintain bank accounts for the financial assets of the Chapter. Only the President and the Treasurer may make deposits and withdrawals from these bank accounts.

SECTION 3. ASSETS.

PLAIS may buy, own, and/or dispose of assets, financial or otherwise, that are necessary or desirable in the pursuit of PLAIS’s goals and objectives.

SECTION 4. LIABILITIES.

AIS shall not be responsible for any liabilities incurred by PLAIS. PLAIS shall not enter into any contract or agreement or undertake any action that could result in any obligation or liability to AIS without the express written consent of AIS.

SECTION 5. FINANCIAL REPORTS.

The Treasurer shall provide to the Executive Board an annual written report of the financial status of the Chapter, which any member of the Chapter may inspect upon request. This report shall also be submitted annually to AIS, through the AIS Treasurer, and to the Region 2 Representatives on the AIS Council. The Treasurer's accounts shall be audited annually at the end of the fiscal year by an independent representative appointed by the Executive Board.

SECTION 6. FUND DEPOSITS.

All funds of the Chapter shall be promptly deposited in qualified bank accounts established in the Chapter's name by PLAIS. Any funds acquired by the Chapter shall be clearly marked for and deposited to the account of the Chapter. Funds of the Chapter shall not be co-mingled with the funds of any other entity.

SECTION 7. FUND DISBURSEMENTS.

Checks for all disbursements of funds of the Chapter shall be signed by the Treasurer or, in the event the Treasurer is unavailable, by the President. For petty cash disbursements, proper vouchers shall be taken and filed.

SECTION 8. DISSOLUTION.

Upon the dissolution of PLAIS, a special meeting shall be convened to nominate representatives to manage the disposition of the assets of the Chapter. After paying or making provision for the payment of all the liabilities of PLAIS, the remaining assets of the Chapter shall be remitted to AIS or to such other organizations in Poland organized and operated exclusively for charitable and/or not-for-profit purposes.

ARTICLE VIII

AMENDMENTS

SECTION 1. BY-LAW CHANGES.

These By-Laws may be altered, amended, or repealed, and new and other By-Laws may be adopted by resolution or resolutions duly adopted by a majority of the Executive Board present in person, and submitted to and duly adopted by a two-thirds vote the voting membership present and voting at any meeting of the Chapter, with proper advance notice of such vote to members. In addition, any changes to these By-Laws shall be verified by the AIS VP for Chapters and Affiliated Organizations to be consistent with the then-current By-Laws of the AIS.