The management of the business of the Users' Group shall be vested in the Board of Directors. It shall be the duty of the Board to carry out the Mission and Goals of the Users' Group, and to this end it may exercise all commensurate powers of the Users' Group. All Corporate powers shall be exercised by or under the authority of the Board of Directors. The affairs of the corporation shall be managed under the direction of the Board of Directors and Executive Officers.

Board Members shall serve two (1)-year terms, and may be re-elected for a successive term or terms by the Users' Group Membership or may be appointed or re-appointed by the Board as non-voting members.

The Board shall serve 1-year terms and shall be elected by a simple majority of the voting Users' Group Membership from nominations put forward by a Nominating Committee to be appointed by the User Group President (Article VIII).

Non-voting Directors-at-Large positions shall be established as needed by the Board to fill such functions as providing leadership for regional Users' Group meetings, Advisory President, SIGs etc.

The executive officers of NOBUG consist of the President, the Vice-President, the Treasurer and the Secretary (NOBUG Administrator). The President of the Board of Directors will also be the Executive President. The Vice-President of the Board of Directors will also be the Executive Vice-President. The Treasurer and Secretary shall be elected directors-at-large and as such members of the Board of Directors.

The Advisory Committee will consist of the Board of Directors (including Executive Officers), SIG Presidents, SIG Co-Presidents, and Executive Board Appointed Advisors. The NOBUG President will be the presiding officer. The Advisory Committee will meet at least once a year at the annual meeting and at other times as scheduled by the NOBUG President. The duties of the Advisory Committee are to advise the Board on matters in accordance with Paragraph 6.1.

shall assume their duties coincident with the start of the year of their election (or appointment) and shall serve one (1) year terms unless they resign, are removed, or are otherwise unable to fulfill an unexpired term.

Board Members shall commence their duties coincident with their installation at a regularly scheduled Users' Group national- conference meeting (as opposed to a SIG meeting or regional user group meeting) for a period of one (1) years.

All Board members shall be nominated and elected as provided in Article VIII.

At least one Board of Directors meeting shall be held in conjunction with a general session Users' Group meeting annually. This Board meeting will be announced to the Users' Group Membership annually, and will be an "open meeting" accessible to any member who wishes to participate, although without a vote.

Additional meetings may be held at such times and places as may be determined by the President. In addition, the President shall call a special meeting when requested by a majority of the voting members of the Board.

Notice of meetings of the Board shall be in writing, originated by the President or the Secretary and Finance Committee President (treasurer), and shall be sent to each director no less than seven (7) days before the meeting.

The Board may meet without the customary notice, provided a Waiver of Notice signed by all the members of the Board is executed before or after the meeting.

Any one or more members of the Board may participate in a special meeting by means of a conference telephone call or similar communications allowing all persons participating in the meeting to hear each other at the same time. Such participation shall constitute presence in person at a meeting.

A majority of the voting members of the Board shall constitute a quorum at any meeting of the Board. A majority of the entire Board is required to pass any motion unless a greater proportion is required by law or these Bylaws.

Any member of the Board may resign by giving written notice to the President.

Any Director may be removed from the Board by the unanimous vote of the remaining voting Directors, at any meeting called for that purpose for misfeasance or conduct in violation of the Bylaws or Policies. Any Director proposed to be removed shall be entitled to at least five (5) days' notice in writing of the Board meeting at which such removal is to be voted upon and shall be entitled to appear before and participate with the Board at such a meeting.

When a vacancy occurs on the Board, the President of the Board shall, in consultation with the Chair of the Nominating Committee, and with the approval of the majority of the remaining Directors, appoint a replacement for the balance of the term. The appointed Director's term of office shall begin upon approval by the Board.

The officers of the Users' Group shall be as a minimum, a President, Vice-President, and a Secretary and Finance Committee President (Treasurer) and such other officers as may be determined by the Board. The officers shall be selected from among the Membership. Candidates for officer must be members of the Users' Group in good standing and have the approval of their employer to perform all obligations and enjoy all rights of the office.

The President shall be elected to serve for a 1-year term as well as the Vice-President. The secretary and Treasurer shall be elected as Directors. All officers shall be eligible to be re-elected.

Upon completion of his/her term of office, the former President shall become an advisory non-voting member of the Board for a period of one (1) year. As the Advisory President, it will be incumbent upon the former President to insure a smooth transition to the new President, to facilitate the activities of the new Users' Group leadership and to act in an advisory, training capacity for the new Board as appropriate.

Any officer may resign by giving written notice to the Board. An officer of the Board may be removed as an officer by a unanimous vote of the remaining voting members of the entire Board.

If the office of President is vacant, the Vice-President shall serve as President until the next meeting of the Board, when the Vice-President shall preside in order to elect a successor to serve the balance of the President's term. If the Vice-President or Secretary and Treasurer (Finance Committee President) is unable to serve, his / her successor shall be elected at the next meeting of the Board to serve the balance of the term.

The President is the President person of the Board as well as the Executive President. He / She is the primary spokesperson for the Users' Group and shall preside at all meetings of the Membership of the Users' Group and the Board. The President shall determine the agenda for all Board meetings.

The President shall make such appointments as specified in the Bylaws for terms specified at the time of the appointments. The appointments and their time frames shall be approved by the Board.

The Vice-President shall perform the duties of the President, in the event of the absence of the President. When so acting, the Vice-President shall have all the powers of and be subject to all the restrictions upon the President.

The duties of the Vice-President contirubute to the ongoing success and value of the Users' Group. He / she is also responsible for soliciting papers, workshops, seminars, etc. and for developing the programmatic content of the Users' Group meetings in cooperation with the Directors and Executive Officers, especially the Users' Group Administrator. He/she is the head of the Standing Conference Committee that assists the President in the performance of the Board duties (Section 6.1).

The Finance Committee President shall advise the President and the Board regarding the finances of the Users' Group and shall serve as the President of the Finance Committee of the Board and shall exercise such controls over expenditures as the Board may prescribe and shall report on the financial condition of the Users' Group at all meetings of the Board and at other times when called upon by the President. The Secretary and Finance Committee President shall see to the proper recording of proceedings of Board meetings. Yearly auditing of accounts shall be done by Board appointed personnel.

The Secretary shall provide direct interaction with Microsoft in terms of support of NOBUG activities. The position also requires the proper recording and dissemination of proceedings of Board meetings and Advisory Committee meetings.

The Executive Board shall have the following standing committees: Finance Committee, Nominating Committee, Conference Committee, and Strategic Planning Committee.

The Users' Group may reimburse Officers, members of the Board or other members in any approved enterprise for travel expenses incurred in conjunction with activities on behalf of the Users' Group where these expenses cannot be borne by the individual’s parent organization. Travel expense funding is regarded as the exception and not the rule and the least expensive form of travel should be used where possible. Expenses incurred by persons acting in their own names or the name(s) of their parent organization shall not be reimbursed.