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HOUSTON AREA CHAPTER OF THE SOCIETY FOR INFORMATION MANAGEMENT BY-LAWS

ARTICLE I
PURPOSE AND ACTIVITIES

SECTION 1. PURPOSE. This chapter shall be known as the Houston Area Chapter (the "Chapter") of the Society for Information Management (the "Society"). The Chapter is organized for the educational purpose of fostering the development and use of information technology to improve management performance, as consistent with the purpose of the Society.

SECTION 2. ACTIVITIES. The activities of the Chapter shall strive to strengthen professional communications among management personnel responsible for directing the design, implementation and operation of information technology in private and public organizations. These activities include:

1. Provide an interactive forum for members to share their experiences and knowledge.
2. Provide an opportunity to hear presentations by leading information management professionals, managers and executives.
3. Provide a means for critical examination of the problems and opportunities involved in the development of information systems for the improvement of enterprise performance.
4. Provide an opportunity for the exchange of ideas concerning information management with peer senior information manager counterparts.
5. Conduct such additional activities as approved by the Chapter Executive Committee.

ARTICLE II
MEMBERSHIP

SECTION 1. MEMBERSHIP POLICY. The members of this Chapter shall be such qualifying organizations (and not individuals) who have

(1) applied for membership;
(2) paid the annual dues; and
(3) been accepted as members-by the Chapter Executive Committee.

Qualifying organizations are those organizations which have an information system function which has the responsibility of meeting the information needs of the organization's top management. Upon the recommendation of the Membership Committee and the approval of the Executive Committee, an organization which is not a qualifying organization may become a member of the Chapter upon such terms and conditions as specified by the Executive Committee.

SECTION 2. DESIGNATED VOTING REPRESENTATIVES. Each member organization shall designate in writing a senior management individual to serve as the member's designated voting representative. Designated voting representatives shall be vested with the rights, obligations, voting power and duties of the members of this Chapter.

SECTION 3. DESIGNATED NON-VOTING REPRESENTATIVES. Each member organization may also designate in writing one or two additional individuals to serve as the member's nonvoting representatives. Designated nonvoting representatives shall be entitled to participate at all of the activities of the Chapter, but may not exercise the voting power of the members of the Chapter or serve as officers of the Chapter; provided, however that a designated nonvoting representative shall be entitled to exercise the voting power of the member in the absence of the member's designated voting representative.

SECTION 4. CHANGES OF EMPLOYMENT. Any designated voting representative for nonvoting representative of a member of this Chapter who ceases to be an employee of that member organization shall immediately and automatically -cease to be said member's voting or nonvoting representative.

SECTION 5. MEMBERSHIP DUES. The Executive Committee--shall have-the right to determine the dues or other payments to be made by the members of the Chapter from time to time. The annual dues of each member shall be paid prior to the beginning of the membership year.

SECTION 6. MEMBERSHIP YEAR. The membership year for members of the Chapter shall be from January-1--to December-31.

SECTION 7. RIGHTS AND LIABILITY OF MEMBERS. The members shall not be liable for the debts or obligations of the Chapter. No member shall receive compensation for services rendered to the Chapter. A member may be reimbursed for expenses reasonably incurred on behalf of the Chapter if approved by the Executive Committee.

SECTION 8. EXPULSION.
A member may be expelled by the affirmative vote of three-fourths of the members of the Chapter.

SECTION 9. FOUNDING MEMBERS. The following members are founding members of the Chapter: Mr. Paul B. Wilson, Coca Cola Foods (Acting President); Mr. Chester Jones, Shell Oil Company (Acting First Vice President); Mr. Bernie Minard, Methodist Hospital (Acting Second Vice President); Mr. James- Eldridge, Port of Houston (Acting Treasurer); Dr. Albert Napier, Rice University (Acting Secretary); Mr. Richard Anderson, Texaco, Inc.; Mr. Richard Avery, Cameron Iron Works; Ms. Jenifer Blakeney, Hermann Hospital; Mr. Doug Bradley, Transworld Oil U.S.A., Inc.; Mr. George S. Carr, St. Luke's Episcopal Hospital; Mr. Allen Cook, Exxon, Inc.; Mr. Howard Davis, Anadarko Petroleum Corporation; Dr. Charles Davis, University of Houston-Downtown; Dr. Charlene Dykman, Houston Baptist University; Mr. Jerry Fuhrman, Sisters of Charity of In. Word; Mr. Morris L. Helbach, Conoco Inc.; Mr. Richard L. Hudson, Global Marine, Inc.; Mr. Steven Jennings, Harris County; Mr. Fred P. Jones, Compaq Computer Corp.; Mr. Ernest Leatherman, Camco, Inc.; Mr. Ed MacDonald, Texaco; Mr. Britton Mayo, Pennzoil Company; Mr. Bill Moore, APS, Inc.; Mr. Richard S. Moore, University of Texas Medical Branch; Mr. Ron - Neese,Browning-Ferrist, Inc.; Mr. P. James Pfister, Marathon Oil Co.; Mr. Dee Singh, Vetco Gray, Inc.; Mr. Peter G. Spitzer, Texas Children's Hospital; Mr. William F. Stingle, Dunn & Bradstreet; and, Mr. Tom Vicknair, Texas Commerce Bank.

ARTICLE III MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING. An annual meeting shall be held for members to elect officers and conduct such -other business as required.

SECTION 2. CHAPTER MEETINGS. Meetings-of the Chapter shall be held for members and guests to hear presentations, exchange ideas, and transact such business as may properly come before the meeting. The time of each meeting shall be as designated by the Chapter Executive Committee.

SECTION 3. PLACE OF MEETINGS. Meetings of the Chapter may be held-~at such place as may be designated by the Chapter Executive Committee.

SECTION 4. NOTICE OF MEETINGS. A written or printed notice stating the place, date, and hour of the meeting, shall be delivered not less than ten (10) nor more than thirty (30) days before the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his or her address as it appears on the records of the Chapter, with postage thereon paid.

SECTION 5. QUORUM. Prior notice of a meeting having been given, those members present in person including at least one member of the Executive Committee shall constitute a quorum.

SECTION 6. VOTING. Each member of the Chapter present in person shall be entitled to one vote on business pertaining to the Chapter. Decisions shall be by a simple majority of those present and voting. All members have absentee ballot voting rights for election of officers.

SECTION 7. GUESTS. Members may bring guests to Chapter meetings consistent with policies provided by the Executive Committee.

SECTION 8. NATIONAL MEETING. Chapter members are encouraged to attend and participate in the National Society annual conference held during the month of September each year at such time and place prescribed by the National Society.

ARTICLE IV EXECUTIVE COMMITTEE

SECTION 1. MEMBERS OF EXECUTIVE COMMITTEE. The Executive Committee shall consist of the officers of the Chapter and the past President. The President of the Chapter shall also serve as Chairman of the Executive Committee. No member organization shall-be represented by more than one member on the Executive Committee.

SECTION 2. GENERAL POWERS AND DUTIES. The Executive Committee shall be the governing authority of the Chapter. The property, business and affairs of the Chapter shall be managed by the Executive Committee, and the Executive Committee may exercise all such powers of the Chapter as are required by law, or by these by-laws directed or required to be exercised by the Executive Committee. The Executive Committee, in furtherance but not in limitation of its powers, shall have the power to:

1.Represent the members of the Chapter for a-ll matters internal and external.
2.Establish the policies and practices of the Chapter.
3.Approve arrangements for all activities.

SECTION 3. REGULAR MEETINGS. There shall be at least four meetings of the Executive Committee in each membership year. Additional meetings may be held at the call of the President or at the request of any three (3) members of the Executive Committee. The meetings will be held at the time and place as prescribed by the Chairman. Notice of the meetings shall be given in writing or verbally by the Secretary of the Chapter at least seven (7) days prior to the date of the meeting.

SECTION 4. QUORUM. A majority of the Executive Committee members constitutes a quorum for the transaction of business at any meeting of the Executive Committee.

SECTION 5. VOTING. Decisions shall be by a simple majority of those present and voting.

ARTICLE V
OFFICERS AND MEMBERS OF EXECUTIVE COMMITTEE

SECTION 1. OFFICERS. The officers of the Chapter shall be the President, First Vice President, Second Vice President, Treasurer, and Secretary. The officers shall be elected annually.

SECTION 2. NOMINATION. A Nominating Committee, appointed by the President, shall nominate at least one candidate for each of the five officer- positions and shall present the slate of candidates to the Executive Committee no later than thirty (30) days prior to the annual election. Nominations may also be made from the floor-during the annual election providing the nominee has given prior or gives concurrent consent to the President.

SECTION 3. ELECTION. The annual election of the Chapter officers and other members of the Executive Committee will be held at the November meeting of the Chapter. Each member organization of the Chapter present in person shall be entitled to one vote. Voting shall be conducted by written ballot to be distributed at the meeting. Each position shall be filled by the nominee receiving the majority of votes cast.

SECTION 4. : REMOVAL. Any officer may be removed by the vote of a majority of the members of the Chapter at any Chapter meeting. Such a vote must be recommended and scheduled by the Executive Committee. Notification to membership that an election will be conducted on removal of an officer must be included - with the notice of Chapter meeting.

SECTION 5. RESIGNATIONS. Any officer of the Executive Committee may resign at any time by giving written notice 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 6. VACANCIES. Any vacancy occurring in the elected offices for any reason, shall be filled by appointment by the President with the approval of the Executive Committee. Such appointment shall continue until the next annual election.

SECTION 7. DUTIES OF THE PRESIDENT. The President shall be the chief executive officer of the Chapter and the chairman of the nominating committee. The President shall perform all duties that pertain to the office of President and that may be assigned by the Executive Committee. In furtherance but not in limitation of the office, the President's primary duties shall be to:

1.Preside over all meetings of the members of the Chapter.
2.Represent, or designate a substitute to represent, the Chapter at Society meetings as the Chapter Designated member.
3.Call and preside over all Executive Committee meetings.
4.Designate all committees and their chairpersons.
5.Appoint annually the Nominating Committee.
6.Accept and receive donations, gifts, and bequests.
7.Coordinate the Chapter's activities and programs and conduct any necessary business with the Society.
8.Ensure that all orders and resolutions of the Executive Committee are placed into effect.
9.Supervise all other officers for the Chapter and see that their duties are properly performed.
10.Submit a report of the operations of the Chapter for the preceding year to the members at the annual meeting.

SECTION 8. DUTIES OF THE FIRST VICE PRESIDENT. The First Vice President shall be Chairman of the Program Committee. The First Vice President shall have all the powers and perform all duties of the President in the absence or incapacity of the President. In furtherance but not in limitation of the office,-the First Vice President's primary duties shall be to:

1. Provide the advance planning for the Chapter meetings to include arrangements for facilities, speakers and programs.
2. Perform such other duties as may be assigned from time to time by the President and Executive Committee.

SECTION 9. DUTIES OF THE SECOND VICE PRESIDENT. The Second Vice President shall be Chairman of the Membership Committee. The Second Vice President shall have all the powers and perform all duties of the President or First Vice President in the absence or incapacity of the President or First Vice President. In furtherance but not in limitation of the office, the Second Vice President's primary duties shall be to:

1.Ensure that the Membership Committee acts on all applications for membership consistent with the qualifications guidelines established by the Executive Committee.
2.Advise the Secretary on all approved new members for addition to the membership roster.
3.Perform such other duties as may be assigned from time to time by the President and Executive Committee.

SECTION-10. DUTIES OF THE TREASURER. The Treasurer shall be the financial officer of the Chapter and shall perform all duties that pertain to the office of Treasurer and that may be assigned by the President and Executive Committee. In furtherance but not in limitation of the office, the Treasurer's primary duties shall be to:

1.Collect monies.
2.Keep account of receipts and disbursements.
3.Deposit the funds in a bank designated by the Treasurer with the concurrence of the Executive Committee.
4.Dispose of funds as may be ordered by the Executive Committee.
5.Provide periodic accounting of the financial condition of the Chapter.
6.Prepare and file all financial reports required by statute.

SECTION 11. DUTIES OF THE SECRETARY. The Secretary shall be the 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 Executive Committee. In furtherance but not in limitation of the office, the Secretary's primary duties shall be to:

1.Keep minutes of business meetings.
2.Attend the sessions of the Executive Committee and record the minutes of all proceedings.
3.Notify members and the Executive Committee of all meetings.
4.Perform other duties as may be from time to time assigned by the President.
5.Maintain a membership roster.
6.Prepare, distribute, and collect all voting ballots.

SECTION 12. NATIONAL AFFILIATION FOR OFFICERS. It shall be a requirement of the officers that all belong to the SIM National organization and that at least one officer be willing to attend the National Executive Committee as directed by the local chapter president.

ARTICLE VI

SECTION 1. PROGRAM COMMITTEE. The Program Committee shall be directed by the First Vice President and shall consist of three (3) members appointed by the Executive Committee. The Program Committee shall have the responsibility for the advance planning of the Chapter meetings to include arrangements for facilities, quality speakers and programs.

SECTION 2. MEMBERSHIP COMMITTEE. The Membership Committee shall be directed by the Second Vice President, and shall consist of four (4) members appointed by the Executive Committee. The Committee shall have the responsibility to identify prospective members and move on the acceptance or rejection of applicants for membership.

SECTION 3. NOMINATING COMMITTEE. Sixty (60) days prior to the November meeting of each membership year, the President shall, with the consent of the Executive Committee, appoint a Nominating Committee consisting of the President and at least three (3) other members who are not officers or members of the Executive Committee.

SECTION 4. SPECIAL COMMITTEES. The President may establish and appoint special committees, not having and exercising the authority of the Executive Committee in the management of the affairs of the Chapter.

ARTICLE VII

SECTION 1. FISCAL YEAR. The Chapter's fiscal year shall be January 1 through December 31.

SECTION 2. FUND DEPOSITS. All funds of the Chapter shall be promptly deposited in qualified depositories. Any funds acquired by the Chapter shall be clearly marked for and deposited to the account of SIM-Houston Area Chapter.

SECTION 3. FUND DISBURSEMENTS. All disbursements of funds of the Chapter shall be made by checks signed by the Treasurer or, in the event the Treasurer is unavailable, by the Secretary.

SECTION 4. TREASURER'S REPORT. The Treasurer shall provide to the Executive Committee meeting a written report of the Chapter's financial status, which any member of the Chapter may inspect upon request. The Treasurer's accounts shall be audited annually at the end of the fiscal year by an independent representative appointed by the Executive Committee.

SECTION 5. NOT-FOR-PROFIT STATUS MAINTENANCE. The Treasurer shall take such action as necessary to file for, renew, and preserve the not-for-profit status of the Chapter with federal, state and local authorities.

SECTION 6. DISSOLUTION. Upon dissolution of the Chapter, all assets remaining after disposition of all liabilities will be distributed to the Society.

ARTICLE VIII

AMENDMENTS 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 Committee members present in person, and submitted to and duly adopted by a three-fourths vote of the membership present and voting at any meeting of the Chapter, with proper advance notice of such vote to members.

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