TWIN CITIES ORACLE USERS GROUP (TCOUG) BYLAWS

Adopted on June 10, 2008

Article I

Section 1.1 Purpose: The purpose of this organization shall be as stated in the ARTICLES OF INCORPORATION.

Section 1.2 Offices: Twin Cities Oracle Users Group shall have and continuously maintain in the State of Minnesota in the United States of America a registered office, and may have such other offices within or without the State of Minnesota in the United States of America as the Board of Directors may from time to time determine.

The location of its registered office shall be:

TWIN CITIES ORACLE USERS GROUP, INC.

5115 Excelsior Blvd #361

St. Louis Park, MN 55416

Article II

Members

Section 1. Membership Eligibility and Representation. Membership may be granted to any individual, partnership, corporation or organization that:

(i) is interested in and agrees to support the purposes and activities of the Twin Cities Oracle Users Group;

(ii) agrees to abide by these Bylaws and such other rules and regulations as Twin Cities Oracle Users Group may adopt; and

(iii) meets the additional criteria established for each category of membership in the Twin Cities Oracle Users Group as follows:

A. Individual Member. Membership may be granted to any individual that uses Oracle products or has an interest in Oracle or Oracle related products and services.

B. Partnership Member. A relationship between TCOUG and another entity that is mutually beneficial to both parties.

C. Corporation or Organization Member. Business, legally established group, or government agency that agrees to pay TCOUG dues for its members.

All individuals and entities granted membership in the Twin Cities Oracle Users Group shall be referred to herein collectively as "Members."

Section 2. Application for Membership. Requests for membership shall be made by submitting a membership application, which shall be subject to approval under criteria and procedures established by the Board of Directors.

Section 3. Resignation. Members may resign from the Twin Cities Oracle Users Group at any time by giving written notice (via mail, facsimile or electronic mail) to the President or Membership Director.

Section 4. Termination. The Board of Directors, by affirmative vote of two-thirds of all the directors, may, after an appropriate hearing, suspend or expel a member for cause, including default in the payment of dues for the period fixed hereinafter by the Board of Directors.

Article III

Meetings of Members

Section 1. Notice. Notice stating the place, day, and hour of any meeting of members shall be posted online on the TCOUG website not less than twenty-one (21) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. Said notice will also be sent via electronic mail to all members at the most current address the member has provided to the Membership Director.

Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights, at a place designated by the Board of Directors. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Minnesota. Notice for special meetings shall be the same as provided in Section 1 above, except that notice will be posted and delivered via electronic mail no less than four (4) days before the date of the special meeting.

Section 3. Quorum. A quorum at any meeting of the general membership shall consist of the number of members holding one-tenth (1/10) of the votes entitled to be cast on the matter or represented in person or by proxy.

Section 4. Voting. On all matters coming before the membership, each Individual Member in good standing (members who are current on dues and who have provided current contact information to the Membership Director) shall be entitled to one vote.

Section 5. Proxy. Any member or official representative who is entitled to vote on a matter may authorize another person or persons to act for him or her by proxy. The proxy must be in writing and submitted with the vote, via electronic mail or in person, depending on the manner of the vote taken.

Section 6. Voting by Electronic Mail. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of the members, may be taken via electronic mail providing the electronic ballot sets forth the action so taken and proper notice is given of the meeting. When the meeting is by electronic mail vote, twenty percent (20%) of the total voting membership shall constitute a quorum, and a majority will be met by a majority of those responding to the notice and posting and casting an electronic vote.

Article IV

Board of Directors

Section 1. General Powers. The affairs of Twin Cities Oracle Users Group shall be managed by the Board of Directors, which shall have supervision, control and direction of the affairs of the Twin Cities Oracle Users Group, shall determine its policies or changes therein within the limits of these bylaws, shall actively promote its purposes and shall have discretion in the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. Composition. The Board of Directors shall be at least 8 in number and may include vacancies, and shall consist of the President, Vice President, Treasurer, Special Projects Coordinator, Web Master, Secretary, Membership Director and Newsletter Editor.

Section 3. Eligibility, Election and Term of Office. The President, Special Projects Coordinator, Newsletter Editor and Secretary will be elected in even years by the membership. The Vice President, Web Master, Membership Director and Treasurer will be elected in odd years by the membership.

Directors shall serve for a term of 2 years and until their successors shall be duly elected, unless they resign, are removed, or are otherwise unable to fulfill their term.

Directors may be re-elected by the membership for no more than four consecutive terms. Directors serving four consecutive terms may be re-elected following a break in service of at least one year. Consecutive terms include a term served in any capacity on the Board.

At any time during his or her term on the Board, no Director may serve on the board of directors of another organization that the Twin Cities Oracle Users Group Board of Directors has determined has a conflict of interest with the Twin Cities Oracle Users Group.

Section 4. Vacancies. A vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the remaining period of the unexpired term(s) by the Board of Directors.

Section 5. Resignation. A Director may resign at any time by giving written notice (via electronic mail, facsimile, or regular mail) to the President or his/her representative.

Section 6. Removal. Any director may be removed from office by majority vote of the membership in good standing present and voting, through any vote taken electronically or at a quarterly meeting. When a director is removed, a new director may be elected at the same meeting, or via the same electronic vote.

Section 7. Compensation.

A. Salaries Directors of Twin Cities Oracle Users Group may not receive salaries for their services.

B. Expense Reimbursement The Board of Directors may authorize reimbursement for reasonable expenses incurred in the performance of their duties.

C. Service Awards Service awards may be given to board members for exceptional efforts, provided the award is of modest value, as determined by the Board.

Section 8. Directors Quorum and Majority. At any meeting of the Board, two-thirds (2/3) of the Directors shall constitute a quorum for the transaction of business. The acts of the majority of the Directors where a quorum is present shall be the acts of the Board of Directors.

Section 9. Director Meetings and Notice. The Board shall meet at least quarterly. The President or a majority of the Directors may call a meeting, with proper notice to all Directors. Said notice shall be posted online on the TCOUG website not less than five (5) days before the date of such meeting and will also be sent via electronic mail to all directors.

Section 10. Action Without A Meeting. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all of the Directors. The written action is effective when signed by all of the Directors, unless a different effective time is provided in the written action.

Section 11. Voting by Electronic Mail. Any action required by law to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken via electronic mail providing the electronic ballot sets forth the action so taken and proper notice is given of the meeting, as described in this Section 9.

Section 12. Director Primary Responsibilities

A. President. Coordinate the directors’ activities, thereby ensuring a cohesive strategy. Review corporate and fiscal matters, and ensure open and fair TCOUG elections.

B. Vice President. Conduct the quarterly meetings, obtain and schedule speakers.

C. Special Projects Director. Schedule quarterly meetings and special events.

D. Secretary. Record and maintain minutes of the member and Board of Director meetings, respond to requests for information about membership, and send the quarterly newsletter via electronic mail.

E. Treasurer. Maintain bank account and financial records, collect and deposit dues and disburse funds.

F. Newsletter Editor. Compile and edit articles submitted for publication, and publish the quarterly newsletter.

G. Web Master. Administer website and coordinate updates with newsletter editor.

H. Membership Director. Maintain membership lists and send communications to members.

Section 11. Conflict of Interest All board members must sign and abide by the terms stated in the Conflict of Interest Agreement.

ARTICLE V

Nominations and Elections

Section 1. Nominations. The President shall receive nominations from the membership for open positions until two (2) weeks prior to the election.

Section 2. Elections. The President shall take charge of the details of the election. The President shall report the results of the election to the Twin Cities Oracle Users Group Membership via posting the results on the TCOUG website.

Section 3. Quorum and Majority for Election of Directors. A quorum at any meeting of the general membership shall consist of members in good standing, present and voting. Directors shall be elected by a majority vote of those members in good standing, present and voting.

Article VI

Dues

Section 1. Annual Dues. Dues shall be payable annually on the member’s anniversary. The amount of dues shall be established by the Board of Directors.

Section 2. Defaults and Termination of Membership. When any member is in default in the payment of their dues for a period of (3) months in which such dues became payable, his membership may be terminated by the Board of Directors.

ARTICLE VII

Books and Records

Section 1. Minutes. The Twin Cities Oracle Users Group shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors. The books and records must be stored in a location accessible to current board members. The books and records must be made available in viewable format to future board members.

Section 2. Member Contact Information. A current listing of names and e-mail addresses of members entitled to vote will be included in the books and records.

Section 3.Confidentiality of Members. Membership lists will not be distributed externally for any reason. Membership lists must not be used by any board member or member for any reason beyond communication of TCOUG-specific and sanctioned business.

ARTICLE VIII

Contracts, Checks, Deposits, and Bonding

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Twin Cities Oracle Users Group, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of Twin Cities Oracle Users Group and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the president or the treasurer. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation for greater than $1000.00 shall be signed by both the president and the treasurer.

Section 3. Deposits. All funds of the Twin Cities Oracle Users Group shall be deposited from time to time to the credit of the Twin Cities Oracle Users Group in such banks, trust companies or their depositories as the Board of Directors may select.

ARTICLE IX

Fiscal Year

The fiscal year of Twin Cities Oracle Users Group shall be determined by the Board of Directors.

ARTICLE X

Indemnification

Section 1. Twin Cities Oracle Users Group shall provide for the indemnification of all directors, Committee members, employees and agents of the Twin Cities Oracle Users Group to the full extent permitted by the General Not For Profit Corporation Act of the State of Minnesota of the United States of America, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors.

Section 2. The indemnification provided by this Article shall continue as to a person who has ceased to be a director and shall inure to the benefit of the heirs, executors, administrators and estate and effects, respectively, of such indemnified party.

Article XI

Amendment of Bylaws

The members may, by a majority vote of the members in good standing present and voting at a meeting duly called for the purpose, authorize the Board of Directors, to exercise from time to time the power of amendment of the Bylaws in the manner specified herein. Said member vote may be taken via electronic vote, as provided in Article III. When the members have authorized the Board of Directors to amend the Bylaws, the Board of Directors, by a two-thirds vote, may amend the Bylaws in any manner allowed by law at any meeting of the Board. Notice of the meeting and of the proposed amendment shall be given at least five (5) days before the scheduled meeting. Subject to the foregoing, the members, by a majority vote at a meeting duly called for the purpose, may prospectively revoke the authority of the Board to exercise the power of the members to amend the Bylaws. Where the Board of Directors is not authorized by law to amend the Bylaws, the members may vote to do so if authorized by a majority vote of those members in good standing present and voting.