Spillman Northwest Users Group (SNUG)
BY-LAWS
ARTICLE 1 - NAME, PURPOSE
Section 1: Name.
The name of the organization shall be Spillman Northwest Users Group, hereafter referred to as
SNUG.
Section 2: Purpose.
SNUG, is a not for profit group organized exclusively for Public Safety Agencies in Washington,
Oregon and Idaho using Spillman software. SNUG will encourage and facilitate the sharing of
information relating to the administration and use of Spillman software; facilitate and provide
training; recommend software enhancements; explore existing and potential future software
interfaces; provide mutual assistance; and facilitate reduced purchase prices.
ARTICLE 2- MEMBERSHIP
Section 1: Eligible Members.
Any public safety agency in Washington, Oregon, and/or Idaho using Motorola/Spillman/Flex software is eligible to become a Member Agency by paying the annual membership dues per Article 13 A unlimited number of representatives from a Member Agency can participate in SNUG business.
Section 2: Voting Members.
Each Member Agency in good standing will designate a single representative to be their Voting Member. Each Voting Member may cast one vote in any decisions that go before membership. The agency may change the designated Voting Member at any time. “In good standing” means the agency has paid SNUG the annual membership fee for that calendar year.
ARTICLE 3 – BOARD OF DIRECTORS (BOARD)
Section 1: President.
The President is elected by the membership. The President will preside over the board and SNUG meetings, and shall have the duties, responsibilities, and authority normally conferred by parliamentary usage of such office, including:
- Appoint and generally perform other duties as may be prescribed in these By-Laws.
- Sign, on behalf of SNUG, those documents requiring a signature and which have been approved for execution by the board and/or membership.
- Finalize and approve agendas for board and SNUG meetings.
- Call special meetings of the board and or SNUG as required.
Section 2: Vice President.
The Vice President is elected by the membership. The Vice President shall work in close cooperation with the President and shall perform such duties as the elected board members shall assign. In the absence or incapacity of the President, the Vice President shall be vested with all duties, responsibilities and authority normally vested in the President, until the President's return, or, in the case of the President resigning or being removed from the Board, until the position is filled by a special election per Article 8.
Section 3: Secretary.
The Secretary is elected by the membership. The Secretary or his/her designee shall be present at all board and SNUG meetings. The Secretary shall ensure minutes are taken at each Board and SNUG meeting. Minutes will be disseminated to members electronically. The Secretary may perform other duties as requested.
Section 4: Treasurer.
The Treasurer is elected by the membership. The Treasurer or his/her designee shall be present at all board and SNUG meetings. The Treasurer shall collect all funds paid or donated to SNUG. The Treasurer will keep an accounting of all SNUG income and expenses and shall provide a Treasurer’s report at each SNUG meeting. The Treasurer shall complete and submit any state or federal forms required by law.
The Treasurer is responsible for monitoring SNUG financial activities to ensure they are reasonable, appropriate and in keeping with the purpose and not for profit status of SNUG. The Treasurer will expeditiously report to the Board any financial activity not meeting the purpose and/or not for profit status of SNUG.
Section 5: Event Coordinator.
The Event Coordinator is elected by the membership. The Event Coordinator shall locate and secure the venue and amenities for Board and SNUG meetings.
Article 4 – TERM OF OFFICE
Section 1: Regular Term of Office.
Each board position shall have a regular term of office of 2 years, beginning on January 1 of the first year and ending on December 31 of the second year. The terms of office should coincide with the membership year as defined in Article 13. The President, Secretary, and Event Coordinator will be elected in even years, and the Vice President and Treasurer will be elected in odd years.
Section 2: Transitional Terms of Office, 2023-2025.
As of December 1, 2023, those members currently in office will serve a transitional term of:
- President – through December 31, 2024
- Vice-President – through December 31, 2025
- Treasurer – through December 31, 2025
- Secretary – through December 31, 2024
- Event Coordinator – through December 31, 2024
This section will be automatically removed from the Bylaws on January 1, 2026.
Article 5 – BOARD ELECTIONS
Section 1: Nominations.
The President will appoint a person or person(s) who is not running for election as the Election Administrator responsible for organizing and submitting nominations for each office to the membership 30 days prior to a vote. Representatives of Member Agencies can self-nominate or nominate any other representative of a Member Agency. Nominations will be accepted until October 31 of that year.
Section 2: Voting.
The Election Administrator will confirm each nominee’s willingness to accept a Board position and will compile the official ballot with a list of the nominees willing to serve. Electronic voting is authorized. Voting must be open for a minimum of 10 days.
Section 3: Results.
Ballots will be counted by the Election Administrator. Results will be distributed electronically to all Member Agencies immediately after the election. New Board members will take office on January 1 of the following year.
ARTICLE 6 – BOARD ROLE, COMPENSATION
Section 1: Role.
The Board is responsible for overall policy and direction of SNUG. The Board delegates day- to-day activities to the President. The Board consists of the President, Vice President, Secretary, Treasurer, and Event Coordinator.
Section 2: Compensation.
Board members receive no compensation other than reimbursement for reasonable expenses incurred only as a result of board membership and approved by the President.
ARTICLE 7 – BOARD RESIGNATIONS, REMOVAL, VACANCIES
Section 1: Resignation.
Resignations from the Board must be submitted in writing or electronic mail to the Secretary and become effective upon receipt.
Section 2: Removal.
A board member who ceases to be an Eligible Member per Article 2 shall be immediately removed from the Board. Any member of the Board may be removed for substantial cause by the unanimous vote of the other Board members present at any meeting at which there is a quorum. The action must appear on the published agenda thus giving the Board member notice. Substantial cause shall include, but not be limited to, the failure to participate in the activities of the Board as evidenced by the failure to attend at least two (2) consecutive regularly scheduled meetings of the Board without being excused in advance, dereliction of duties, bullying, potentially criminal activity, or other actions detrimental to the organization.
Section 3: Vacancies.
The Vice President will immediately take over the duties of the President per Article 3 Section 2 should the President be unable to perform his/her duties. For all other Board positions besides President, any vacancy created by resignation or removal from office shall be filled by appointment of the President. The President shall appoint a member of a Member Agency to fill the position until a special election can be held per Article 8.
Article 8 – SPECIAL ELECTIONS
Section 1: Nominations.
The Secretary, or if the Secretary is unavailable, an Election Administrator appointed by the President shall call for nominations to fill any vacant board position. Nominations will be accepted for a period of not more than 30 days.
Section 2: Voting.
The Secretary, or if the Secretary is unavailable, an Election Administrator appointed by the President will confirm each nominee’s to accept a Board position and will compile the official ballot with a list of the nominees willing to serve. Electronic voting is authorized. Voting must be open for a minimum of 10 days.
Section 3: Results.
Ballots will be counted by the Secretary and President (or, in the event that the Secretary position is part of the ballot, the President and Vice President will count the ballots). Results will be distributed electronically to all Member Agencies immediately after the election. New Board members will take office immediately following the Special Election through the end of the original term of office.
Article 9 – QUORUM
Section 1: Board Meetings.
A quorum consists of at least fifty percent of Board members. A quorum must be present before any votes can be held The President may determine that attendance by means of electronic conferencing is acceptable. The Board may also conduct business through other electronic means such as email, provided there is documentation of Board members’ participation and the results of any action taken by the Board. The Secretary shall maintain any documentation related to Board meetings.
Section 2: SNUG Meetings.
No quorum is necessary at SNUG meetings.
Article 10 – COMMITTEES
Section 1: Formation and Duties.
The Board may create committees as needed and will define the purpose and scope of the committee. The President appoints all Committee Chairs. Committee Chairs select committee members, direct the work of the committee and report to the Board.
Article 11 – MEETINGS
Section 1: Board.
Board meetings will be held before each regular membership meeting and at any other time determined by the President. Board meetings may be conducted solely through electronic means.
Section 2: SNUG.
SNUG meetings will be held 3 times per year, normally in the spring, fall, and during Motorola’s annual conference. . Meeting locations shall vary between northwestern Washington, southwestern Washington, and eastern Washington/Idaho.
Article 12 – VOTING
Section 1: Board.
Each board member is entitled to cast one vote on any issue before the Board. A majority of the votes cast will decide any issue before the Board.
Section 2: SNUG.
Each Voting Member per Article 2 Section 2 is entitled to cast a single vote on any issue before the membership. A majority of the votes cast will decide any issue before SNUG.
Article 13 – DUES
Section 1: Membership Dues.
The SNUG membership year runs from January 1 to December 31. Annual membership dues are determined exclusively by the Board. Membership dues for the next membership year shall be announced to Member Agencies by October 31 of the prior year. Member Agencies will be invoiced for their annual membership dues in January. Member Agencies paying the annual dues are entitled to have a Voting Member as defined in Article 2 Section 2. Representatives of non-member agencies may participate in SNUG meetings but are not eligible to cast a vote on issues before SNUG.
Article 14 – FUNDS
Section 1: Bank Account.
The Board will select a financial institution and establish checking and savings accounts at the selected financial institution. No credit or debit Card(s) shall be issued by the financial institution in the name of SNUG or associated in any way with the checking and savings account established in the name of SNUG.
The Checking account will require two signatures to expend funds. The President and Treasurer will be signatories on the account.
Funds may be moved into and out of the Savings account as deemed necessary by the Board. No withdrawals will be made directly from the Savings account.
The Treasurer will maintain a ledger (checkbook register) of all deposits and withdrawals from the checking and savings account. The Board will audit the bank account(s) annually.
Article 15 – AMENDMENTS
Section 1: By-Laws.
The Board reserves the right to alter or amend the bylaws by majority vote of the Board without the approval of the general membership. Any Member may propose a bylaw amendment by submitting it in writing to the Secretary.
Article 16 – DISSOLUTION
Dissolution of SNUG shall occur only upon the unanimous approval of the Board and a majority vote of the eligible voting membership.