Section 1.0 Name and Abbreviation

  1. The name of the organization shall be the Host Users Group
  2. The name of the organization shall be abbreviated HUG.

Section 1.0 Mission

  1. The HUG has been formed to assist members in maximizing the utilization of business systems developed and/or provided by Springer-Miller Systems, Inc. (SMS). The organization serves it’s members by providing a united forum through which users can share knowledge, create solutions and influence product direction.

Section 2.0 Purpose

  1. The HUG shall be a not-for-profit organization.
  2. The primary purpose of the HUG shall be to provide a forum for the exchange of operational and technical information for potential benefit to the members of the organization.
  3. The secondary purpose of the HUG shall be to further the art of lodging/hospitality systems and software provided by SMS.
  4. The HUG shall promote and encourage membership and participation in all HUG activities.
  5. The HUG shall promote and encourage agreement on underdeveloped software needs and collectively bargain with SMS to provide such enhancements.
  6. The HUG shall promote and encourage SMS to provide the highest possible standard of customer service.

Section 1.0 Class of Membership

  1. A User member shall be any person, firm, corporation, business, organization or other entity who have contracted with Springer-Miller Systems for software or hardware or services and who currently hold a software license or is employed by a current license holder and who have paid the current member dues
  2. An Associate member shall be any person, firm, corporation, business or other entity servicing User members who has paid the current associate member dues.

Section 2.0 Eligibility for Membership

  1. Membership in the HUG shall be available to persons or businesses or organizations that qualify either as User or Associate.
  2. Membership status may be changed or terminated at any time for any reason subject to a two-thirds vote of the Board.
  3. Each User member in good standing shall be entitled to one (1) vote. Where a licensee has multiple memberships each member in good standing shall each be entitled to one (1) vote.
  4. Each newly installed site using sms|HOST shall automatically become a User member so long as the first year’s dues are paid by SMS. If a new member’s ‘Go Live date’ is after June 30, then those dues shall cover the next year’s dues; if the ‘Go Live date’ is prior to June 30, then that member’s dues will be payable in the following year.

Section 3.0 Application for Associate Membership

  1. The representative for each Associate member shall sign the membership form, which shall be submitted to the Board, accompanied by any dues as required in Article IV. Application for membership is subject to approval by the affirmative vote of a majority of the Board.

Section 4.0 Expulsion and Suspension

  1. Any Associate may be suspended or expelled from the HUG by a majority vote at a meeting of the Board, provided that a copy of the cause and charges shall have been given in writing to such Associate member prior to such suspension or expulsion and such Associate member shall have been given at least fifteen (15) days opportunity to answer in writing.

Sections 1.0 Annual Dues Schedule

  1. Annual dues shall be established and assessed by the Board.

Section 2.0 Payment of Dues

  1. Dues are due and payable on January 1st and shall be considered past due after that date. Delinquent members shall be informed of their status in writing by the Treasurer and if the dues are not paid by March 15th, shall be assessed a $25 penalty. Any member unpaid as of June 1 shall be dropped from membership.

Section 1.0 Number and Qualifications

  1. The governing body of the HUG shall be the Board of Directors (Board).
  2. The Board shall consist of seven (7) members. They shall be collectively referred to as Board Members.
  3. Each Board Member must be an active member, in good standing, from the User class of membership and must be actively engaged in and devoting the major part of his/her time to the hospitality industry; and if he/she should leave the hospitality industry for a period of ninety (90) consecutive days a vacancy in his/her office will thereby occur.
  4. Only one (1) representative from a licensee or its affiliates may serve on the Board at a time.
  5. The immediate Past Chair of the HUG shall also be an ex-officio member of the Board with the privileges of participating in its deliberations but without the right to vote.

Section 2.0 Term of Office

  1. Board Members shall be elected by the voting members of the HUG at the Annual Users Conference.
  2. The term of each Board Member shall be two (2) years commencing immediately upon election and continuing until his/her successor shall be elected and qualify.
  3. Any elected Board Member may be removed for cause at any meeting of the members called for that purpose.

Section 3.0 Vacancies

  1. Any vacancy occurring on the Board shall be filled for the un-expired term by appointment of the Board.

Section 4.0 Powers

  1. The Board shall determine the general policies of the HUG and shall annually approve a budget for the next fiscal year.
  2. With the exception of Past Chairs who are ex-officio members of the Board, each member of the Board shall be entitled to one (1) vote.

Section 5.0 Quorum

  1. A majority of the members of the Board shall constitute a quorum. If at any meeting or adjourned meeting a quorum be lacking, the Board members present and entitled to vote may adjourn the meeting.

Section 6.0 Meetings

  1. Three (3) regular meetings of the Board shall be held each year, one (1) to be held immediately prior to the opening of the Annual Conference of members and one (1) to be held midyear between the Annual Conference of members and one (1) to be scheduled at the discretion of the Chair. The meeting prior to the Annual Conference of members shall be held at the same place as the meeting of members and all other meetings shall be held at such time and place as shall be determined by the Chair.

Section 7.0 Special Meeting and Referendum

  1. Special meetings of the Board may be called by the Chair at any time. Any matter may be referred by mail or fax by the Chair to the members of the Board, in which case the Board may act by referendum, provided that at least a majority of the members participate in such referendum.

Section 8.0 Notice of Meetings

  1. At least five (5) days prior written notice of all regular and special meetings of the Board shall be given by U.S. mail, e-mail or fax or personally to each member of said Board.

Section 9.0 Expenses

  1. Board members shall be reimbursed for meals and 50% of their reasonable lodging, transportation and other necessary travel expenses when attending the two (2) regular mid-year meetings and any duly authorized special meetings (except for Board meetings which are held in conjunction with the Annual Conference).

Section 1.0 Number and Qualifications

  1. There shall be four (4) officers of the HUG; Chair, Vice Chair, Secretary, and Treasurer.
  2. Officers shall be elected by the Board.
  3. The term of office for Officers shall be one (1) year.
  4. A Board Member is eligible to become Vice Chair after one (1) year as a Board Member.
  5. The Vice Chair will automatically become the Chair after one (1) year as a Board Member.
  6. A commitment of 3 years of active participation is required to hold the Vice Chair and Chair positions: one year as Board Member, one year as Vice Chair and one year as Chair.
  7. The immediate past Chair will serve one additional year in an advisory role when required.

Section 2.0 General Duties of the Officers

  1. The officers shall act as a management group to direct, administer and manage the activities of the HUG in accordance with the plans and policies fixed by the Board.

Section 3.0 Duties of the Chair

  1. The Chair shall prepare the agenda and preside at all meetings with the usual powers of presiding officer.
  2. The Chair shall make appointments as provided for in the by-laws.
  3. The Chair shall appoint special or ad hoc committees as necessary with the approval of the Board.

Section 4.0 Duties of the Vice-Chair

  1. The Vice-Chair shall assume the duties of the Chair in his/her official absence or in the event of his/her inability to serve.
  2. The Vice-Chair shall be chairperson of the By-Laws Committee.

Section 5.0 Duties of the Secretary

  1. The Secretary shall assume the duties of the Vice-Chair in his/her absence or in the event of his/her inability to serve.
  2. The Secretary shall be the keeper of all official records of the HUG. He/She shall keep a record of all its acts and all records as required, including minutes of all Board and regularly scheduled meetings.
  3. The Secretary shall receive votes of the membership as prescribed by these By-Laws.
  4. The Secretary shall maintain the master copy of these By-Laws and of any policies and standing rules adopted by the Board. The master copy will incorporate all amendments properly adopted.

Section 6.0 Duties of the Treasurer

  1. The Treasurer shall be responsible for the keeping and accounting of all moneys and other assets. He/She shall maintain a checking account for such moneys in Federally insured institutions. He/She shall insure the payment of bills as authorized by the Board.
  2. The treasurer shall maintain a membership roster updated and current on the financial system. The treasure will provide membership rosters to both the membership coordinator and the webmaster.

Section 7.0 Vacancies

  1. In the event of death, resignation, or inability to act on the part of any Officer or discontinuation of use of Host by licensee during his/her term or if such Officer shall leave the hospitality industry for a period of ninety (90) consecutive days, the Board shall have the power to fill such office for the un-expired term.

Section 8.0 Expenditures

  1. No Officer of the HUG shall have the power to expend any money on behalf of the HUG, except in accordance with the approved budget for the year, unless first authorized by a majority of the Board.

Section 1.0 Annual General Membership Meeting

  1. The Annual User Group Meeting (or Annual Conference) of the HUG shall be held annually at such times as shall be determined by the Board.
  2. A bid form shall be sent to all Users in good standing to enable the property to apply in writing to the Secretary to hold the Annual Conference at their respective properties. Such applications shall be referred to the Board for evaluation. The Board shall select the conference site based on the following criteria:
  • appropriate meeting space and facilities for a group the size of the Annual Conference
  • reasonable proximity to a major airport
  • availability during the dates the Board has specified
  • Diamond rating
  • All other things being equal, the Board will attempt, but is not required, to rotate the site of the meeting between the Northeast, South and West

The Board shall have the right to rescind the selection of any property as the site for the Annual Conference in the event that the Board, in its sole discretion, decides that a property cannot fulfill the requirements of the Annual Conference as set forth by the Board. In the event that the Board does so rescind the selection of any property, then the Board shall select an alternate property, if possible from other qualifying applicants, at which the Annual Conference shall be held.

Section 2.0 Special Membership Meetings

  1. Upon written request of one-third of the HUG members or of a majority of the Board, the Chair shall call a special meeting of members of the HUG for the specific purpose or purposes designated in such written request

Section 3.0 Notice of Meetings

  1. Notice of the time and place of the Annual Conference and special meetings of the members shall be given to each voting member in good standing, by mail or fax not less than thirty (30) days prior to the date of such meeting. Any notice of a special meeting shall specify the purpose or purposes for which the meeting is called.

Section 4.0 Quorum

  1. At any regular or special meetings of members a quorum shall consist of a majority of the User members in good standing present in person or proxy, and a majority of the votes cast by the members present in person or proxy at any meeting at which a quorum shall be necessary and sufficient for the transaction of any business. If any meeting or adjourned meeting a quorum be lacking, the members present and entitled to vote may adjourn the meeting.

Section 5.0 Rules of Procedure

  1. All proceedings of the HUG shall be conducted in accordance with Robert’s Rule of Order’s (current edition) and the By-Laws. The rule contained in Robert’s shall govern in all cases in which there exist inconsistencies.

Section 1.0 Submittal and Notice

  1. Proposed amendments to the By-Laws must be submitted in writing to the By-Laws Committee. Notice of the proposed amendment shall be sent thirty (30) days prior to the next regular meeting. The Board shall take action on the proposal at the next regular meeting.

Section 2.0 Voting

  1. A quorum of the User members, either in person or by proxy, must be present to vote on a proposed amendment. A two-thirds majority vote of those User members present must be obtained to approve the amendment. In the event that a quorum is not presented, the Board may authorize action by written ballot.

Section 3.0 Written Balloting

  1. If the board authorizes action by written ballot, the Secretary will direct the preparation, distribution and collection of the ballots. The Secretary may request assistance from other Board Members as needed.
  2. With the exception of the ballot for the purpose of electing members of the Board, which will be distributed at the Annual Conference, one (1) ballot shall be sent to each voting User member during the thirty (30) day period immediately following the Board’s authorization of a written ballot.
  3. The ballot shall contain the full text of the by-law amendment and the full explanation of the ballot purpose, two (2) equally prominent boxes for indicating approval or disapproval, specific instructions for submitting the ballot, and a clearly indicated date by which the ballot must be returned. The date by which ballots must be postmarked shall be no more than thirty (30) days from the date of mailing to the User members. Ballots may not be prepared in any manner which would encourage either approval or disapproval of the proposed amendment. All ballots must be mailed to the voting User members simultaneously.
  4. The Membership Coordinator shall certify to the Board that one (1) ballot has been sent to each voting User member.
  5. All ballots shall be returned to the Secretary who will communicate with the Board for the tabulation of ballots by the Secretary for ninety (90) days after the publication of the results or until any protests are fully resolved, whichever is later.

Section 1.0 Term

  1. The HUG’s fiscal year shall begin January 1st and end December 31st.

Section 1.0 Disposition

  1. In case of dissolution of the HUG and the liquidation of its affairs, any money or other assets remaining after payment of all obligations shall be distributed to a charitable or not-for-profit organization at the sole discretion of the Board.

Section 1.0 Definition

  1. The HUG shall be a non-racial, non-partisan, non-sectarian and shall wholly abstain from any political or labor affiliations.

Section 1.0 Indemnification

  1. Members agree by accepting membership that neither the organization, not its Board, Officers, employees or agents shall be liable any manner whatsoever for damages which may be suffered by any member as a result of any action of the organization. Members agree to indemnify and hold harmless the Board, Offices, employees or agents of the organization from all claims for such damages (including reasonable costs of defense).

1.Requirements and Access

  1. The HUG shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its regular and special meetings of Board Members. All books and records of the HUG may be inspected by any member in good standing upon request.
  2. The Board shall appoint an Audit Committee to examine the records of the organization and publish an annual report at the first annual general meeting after the conclusion of each fiscal year.

Section 1.0 Effective Date

  1. These being the By-Laws which are in effect November 1st, 1996 and amended August 17, 2000.