ABOUT QUEST > QUEST BYLAWS
Every great organization needs guiding documents that communicate our purpose and spell out the rules we live by. For Quest, chief among these is our bylaws. If you have any questions about these bylaws, please contact delaine.bender@questdirect.org.
Please also take time to review our Mission and Values page as well as the "What is Quest?" page.
BYLAWS
QUEST INTERNATIONAL USERS GROUP
As amended May 2007
The name of this corporation shall be QUEST INTERNATIONAL USERS GROUP, a not-for-profit corporation organized under the laws of the State of Delaware of the United States of America (hereinafter "QUEST").
Section 1. Not for Profit.
Quest is organized under, and shall have powers as are now or as may hereafter be granted by, the General Corporation Law of the State of Delaware. Quest shall be a non-stock, nonprofit corporation and shall not have or issue shares of capital stock.
Section 2. Purposes.
The purposes of Quest shall be to provide a forum for all users and vendors of products and services of Enterprise Resource Planning (ERP) software produced by the companies formerly known as J.D. Edwards and PeopleSoft, and their successor ERP companies, hereafter referred to collectively as the ERP software vendor, and in furtherance thereof, to undertake the following:
1. Exchange information and ideas concerning the implementation and use of ERP products and services;
2. Support the effective use of ERP products and services;
3. Sponsor educational conferences for the exchange of information, experience and concepts related to the use of ERP products and services;
4. Communicate to ERP users in all areas of interest;
5. Advocate for the priorities, desires and needs of ERP users;
6. Identify and influence future product directions of the ERP software vendor;
7. Create and maintain a formal users group structure that will facilitate the purposes of Quest; and
8. Perform and do any and all such other acts as may be necessary or desirable to carry out Quest's purposes as determined by the Board of Directors.
Quest shall have and continuously maintain in the State of Delaware in the United States of America a registered office and a registered agent whose office is identical with such registered office, and may have such other offices within or without the State of Delaware in the United States of America as the Board of Directors may from time to time determine.
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 Quest; (ii) agrees to abide by these Bylaws and such other canons, rules and regulations as Quest may adopt; and (iii) meets the additional criteria established for each category of membership in Quest as follows:
1. Corporate Member. Membership may be granted to any partnership, corporation or organization that is a current, licensed user of ERP software, as defined in Article II, Section 2. Membership in this category is not available to any partnership, corporation or organization that also qualifies in the Vendor Member category.
2. Individual Member. Membership may be granted to any individual employed by a partnership, corporation or organization that is a current, licensed user of ERP software, as defined in Article II, Section 2. Membership in this category is not available to any partnership, corporation or organization that also qualifies in the Vendor Member category.
3. Vendor Member. Membership may be granted to any partnership, corporation, or organization that makes or represents products and services that are complementary to ERP software, as defined in Article II, Section 2.
All entities granted membership in Quest 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. Representation.
Each Corporate Member shall designate at least one and up to ten persons to act as its official representative(s) in Quest. Each Individual Member and Vendor Member shall designate a person to act as its official representative in Quest. Members may from time to time designate other persons to take part in discussions and meetings of Quest but in no event shall any Member be entitled to more votes than as determined according to Article IV, Section 4.
Section 4. Voting.
On all matters coming before the membership, each Corporate Member shall be entitled to ten votes. Each Individual Member shall be entitled to one vote. No other class of members shall be entitled to vote. Employees of the ERP software vendor are not entitled to vote on any matter that comes before the membership.
Section 5. Affiliated Companies.
Autonomous divisions and/or subsidiaries of Corporate Members may apply separately for full active membership. However, no more than two (2) representatives from affiliated companies may serve on the Board of Directors at any one time. If members become merged, acquired, or otherwise consolidated with another member, and continue to operate under distinguishing business names and retain their public identities through advertising, marketing and/or exhibiting, they shall hold separate memberships.
Section 6. 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.
Section 7. Resignation.
Members may resign from Quest at any time by giving written notice. Any member resigning from Quest shall remain responsible for meeting financial obligations incurred prior to the date of resignation.
Section 8. Termination of Membership.
Membership in Quest may be terminated for cause. Sufficient cause for such termination of membership shall be a violation of the bylaws or any rule, canon or practice of Quest. Expulsion shall be by two-thirds vote of the Board of Directors, provided, however, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the day, time and place of the Board of Directors meeting at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Board. In addition, the membership of any member who becomes ineligible for membership or who shall be more than ninety (90) days in default in payment of any dues or charges shall be terminated automatically. In special circumstances, the Board of Directors may delay such termination.
The initial and annual dues for each class of member of Quest, the time for paying such dues, and other assessments, if any, shall be determined from time to time by the Board of Directors.
Section 1. Meetings.
An annual meeting of the Members for receiving reports, and for such other business as may properly come before the Members, shall be held at such day, time and place as may be determined by the Board of Directors.
Section 2. Special Meetings.
Special meetings of the Members may be called by the President, by the Board of Directors or upon written request to the President (stating the purpose of the proposed meeting) signed by at least one-fifteenth (1/15) of the Members.
Section 3. Notice.
Notice of annual or special meetings of the Members shall state the time, date and place of the meeting and shall be given not less than five (5) nor more than sixty (60) days prior to the date of such meeting. Notice of special meetings shall state the purpose for which the meeting is called.
Section 4. Quorum.
The presence in person or by proxy of not less than one-fifteenth (1/15) of the total number of votes entitled to be cast shall constitute a quorum at any meeting of the Members.
Section 5. Action by Majority Vote.
The majority vote of the Members present in person or by proxy at a meeting at which a quorum is present shall be the act of the Members on any matter submitted to the Members for action (including without limitation any merger, consolidation or dissolution of Quest), except where otherwise required by law or these Bylaws.
Section 6. Written Consent.
Voting by written consent shall be permitted, in lieu of a vote at a duly called meeting, for any item of business, including the election of directors. The act of a majority or more voting Members signing written consents and delivering such consents to the corporation by a certain date, assuming the number of members' ballots received constitute a quorum, shall be an act of the Members, except where otherwise provided by law or these Bylaws. Signatures may be facsimile, a conformed signature, or an electronically transmitted signature.
Section 1. General Powers.
The affairs of Quest shall be managed by the Board of Directors, which shall have supervision, control and direction of the affairs of Quest, 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 nine but no more than fifteen voting members and shall consist of the Officers and up to ten members-at-large. The Immediate Past President and Executive Director shall be ex-officio, non-voting members of the Board of Directors. At the Board of Directors’ sole discretion, an official representative of the ERP software vendor, as defined in Article II, Section 2, may be appointed as a liaison to the board in a non-voting, advisory capacity.
Section 3. Eligibility, Election and Term of Office.
Any member in good standing and holding an Individual/Corporate Membership shall be eligible for nomination and election to the Board of Directors. Directors shall be elected annually by the membership as set forth in Article X of these bylaws (Nominations and Elections). Directors shall serve for a term of two years and until their successors shall be duly elected, unless they resign, are removed, or are otherwise unable to fulfill their term; provided, however, that from time to time directors may be elected for terms of one year as necessary to create staggered terms on the board. Directors shall assume office at the first Board of Directors meeting following the Meeting of Members. Directors may be re-elected to the Board for a maximum of three consecutive two year terms (and any one year terms necessary to create staggered terms on the board shall not be counted against the maximum consecutive terms).
Board members that switch from user status to vendor status while serving on the Quest board may remain on the Board in a nonvoting capacity for the remainder of their elected term. Furthermore, any board member serving on the Executive Committee under this scenario must also step down to a director position, and their replacement appointed to the Executive Committee accordingly.
Section 4. Vacancies.
A vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, shall be filled through a mid-term nomination process, as determined by the Board of Directors. This process shall not be automatic as a result of a resignation, but shall be initiated by the President if the President determines that filling the vacancy is in the best interest of the user group. The term of office will be dictated by the remaining term of the vacated position.
Section 5. Resignation or Removal from Office.
A Director may resign at any time by giving written notice to the President. A Director may be removed from office for cause by a majority vote of the remaining voting members if the Board.
Section 6. Regular Meetings.
The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.
Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or by any three Directors.
Section 8. Place and Time of Meetings.
All meetings of the Board of Directors shall be held at such time and place as the Board of Directors may from time to time determine.
Section 9. Notice.
Notice of special meetings of the Board of Directors shall be given at least five business days prior to the time designated for such meeting, and shall specify the date, time and place of the meeting.
Section 10. Quorum.
A majority of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, a majority of those directors present may adjourn the meeting without further notice.
Section 11. Video, Telephone and Electronic Conferences.
Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of video, telephone or electronic conference provided all persons participating in a meeting can communicate with each other. Participation in a meeting by any means outlined in this subsection shall constitute presence in person at such meeting.
Section 12. Written Consent.
Any action requiring a vote of the Board of Directors may be taken by written consent. The action taken shall be effective upon the unanimous written consent of the Directors.
Section 13. Compensation.
Neither Directors nor Officers of Quest shall receive salaries or other compensation for their services by Quest, but the Board of Directors may, by resolution, authorize reimbursement for expenses incurred in the performance of their duties.
Section 14. Director Attendance.
Each Director is required to attend at least 51% of all scheduled functions of the Board of Directors as may be decided from time to time by the Board of Directors. Such activities may include, but are not limited to, regularly scheduled Board meetings, Board conference calls, strategic planning sessions, and various regional events. Failure to meet this criteria constitutes grounds for immediate removal for cause.
Section 15. Eligibility Reviews.
From time to time the Executive Director of the Corporation will conduct periodic eligibility reviews on any members of the board to confirm Quest membership compliance in light of employment changes. Additionally, a board member’s use of ERP software to run the day-to-day business operations of his or her organization may also be the subject of review. In instances where a board member’s employer also operates as a vendor within the industry, the board member must refrain from operating in such capacity to remain eligible for the board. Inappropriate activity would include, but not be limited to as determined by the Board, attending ERP vendor events, solicitation of services to user members as well as participating as an exhibitor during industry trade show events.
Additionally, board members should not serve on competing ERP user group boards. Further to this review process, it is the responsibility of each board member to notify the Executive Director of the Corporation concerning any status change within ten (10) business days. Failure to comply with the ten (10) day notice constitutes grounds for immediate removal for cause.
Section 1. Officers.
The Officers of Quest shall be a President, Executive Vice President, Treasurer, Director of Conferences, Director of Membership and such other Officers as may be determined from time to time by the Board of Directors.
Section 2. Eligibility, Election and Term of Office.
Any member of the Board of Directors who has completed at least one year (twelve months) of service on the board is eligible for nomination and election as an Officer with the exception of any ex officio member who shall not be eligible for election as an Officer. The officers shall be elected annually by and from the Board of Directors. Officers shall serve for a term of one year and until their successors shall be duly elected, unless they resign, are removed, are succeeding another officer as outlined within these bylaws or are otherwise unable to fulfill their term. Officers shall assume office at the first in-person Board of Directors meeting following the meeting of the Members. The Treasurer, Director of Conferences or Director of Membership may serve for consecutive one-year elected terms as long as he or she is eligible as a director. The Executive Vice President, President and Immediate Past President shall each serve one-year terms as defined within these bylaws.
Section 3. Removal.
Any Officer may be removed by a two-thirds vote of the Board of Directors whenever in their judgment the best interests of Quest would be served thereby.
Section 4. Vacancies.
A vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, shall be filled through a mid-term nomination process, as determined by the Board of Directors. This process shall not be automatic as a result of a resignation, but shall be initiated by the President if the President determines that filling the vacancy is in the best interest of the user group. The term of office will be dictated by the remaining term of the vacated position.
Section 5. President.
The President shall be the Chief Executive Officer and shall have general supervision over the affairs of Quest. The President shall preside at all meetings of Quest and the Board of Directors. The President may appoint, with the consent of the Board, standing committees, task forces and their respective chairpersons. The President shall be an ex-officio member of all committees and shall perform all the duties incident to the office of Chief Executive Officer of a corporation, and such other duties as may be prescribed from time to time by the Board of Directors. Upon completion of the President’s term of office as set forth in Article VIII, Section 2 – Eligibility, Election and Term of Office, the President shall rotate into the position of Immediate Past President without election as set forth in these bylaws.
Section 6. Executive Vice President.
In the absence of the President or in the event of his or her inability or refusal to act, the Executive Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Executive Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
The Executive Vice President is also the president-elect of the Corporation, as long as he or she remains a user of ERP software and remains a Quest member in good standing In the event of term expiration, the Executive Vice President shall automatically be placed on the Nominating Committee’s slate.
The current President shall convene the first in-person Board of Directors meeting following the meeting of the Members. Absent a vote of no confirmation by a two-thirds vote of the board, the President shall then immediately confer the office of Presidency to the Executive Vice President. Should no August meeting be held, the succession shall take place during the first meeting of the Board of Directors.
Section 7. Treasurer.
The Treasurer shall serve as the Chief Financial Officer of Quest and shall have charge and custody of and be responsible for all funds and securities of Quest; shall receive and give receipts for moneys due and payable to Quest from any sources whatsoever, and shall deposit all such moneys in the name of Quest in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws; shall develop financial plans and budgets; shall submit financial reports to the Board of Directors at its regular meetings and to the membership at the Annual Meeting; and in general shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The administrative duties of the Treasurer may be delegated to the Executive Director, in whole or in part, by the Board of Directors.
Section 8. ERP Vendor Liaison.
At the discretion and invitation of the Board of Directors, a representative of the ERP vendor may be designated to be the principal ERP vendor liaison to Quest. The ERP vendor liaison shall serve in a non-voting advisory capacity.
Section 9. Director of Conferences.
The Director of Conferences shall be responsible for the overall management of Quest's events.
Section 10. Director of Membership.
The Director of Membership shall be responsible for the member service and member relations functions of the organizations.
Section 11. Executive Director.
The administrative and day-to-day operations of Quest shall be the responsibility of the salaried chief staff executive or firm employed or appointed by the Board of Directors. The chief staff executive shall have the title of Executive Director and shall have the authority and responsibility to act in Quest's behalf as determined by the Board of Directors. The Executive Director may be assigned the duties of the Treasurer, in whole or in part, and such other duties as may be specified by the Board of Directors. The Executive Director shall prepare, distribute and keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law; serve as custodian of the records of Quest; and keep a register of the post office address of each member which shall be furnished to the Board of Directors.
Section 12. Immediate Past President.
The Immediate Past President shall serve for one-year following his or her Presidency as an ex officio (non-voting) member of the board despite his or her elected term status which becomes available for the board to fill as defined under Article VII Boards of Directors, Section 4 Vacancies. The Immediate Past President will not be recognized as an Executive Committee position and shall perform the duties of Immediate Past President as long as he or she remains a user of ERP software, and remains a Quest member in good standing. The Immediate Past President’s role is one of guidance and counsel to the new President of the Corporation. Mandatory departure from the board upon completion of the Immediate Past President’s one-year term is required.
Section 1. Executive Committee
The Executive Committee shall consist of the Board officers: President, Executive Vice President, Treasurer, Director of Conferences and Director of Membership and such other Officers as may be determined from time to time by the Board of Directors. The Executive Committee shall exercise all authority of the Board of Directors when the Board is not in session, except as otherwise provided by law or in these Bylaws.
Section 2. Nominating Committee.
The Nominating Committee shall consist of the Executive Committee, excluding members of the Executive Committee who may be eligible for re-election, and two members-at-large who may be Board members. Members at large are appointed by the President. Up to two representatives of the ERP software vendor may be appointed by the President to serve in a non-voting advisory capacity. The Committee shall present an approved slate of candidates to the voting members for election as Directors.
Section 4. Other Committees.
Other committees may be designated by a resolution adopted by a majority of the members of the Board of Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the President of Quest shall appoint the members thereof. Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of Quest shall be served by such removal.
Section 5. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating such committee, a majority of the members present at a meeting at which a vote is taken shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Section 1. Nominations.
The Nominating Committee shall receive nominations from the membership for open positions on the Board of Directors at least ninety days prior to the annual meeting of Members. The Committee shall review nominations and present to the Members a slate of candidates for election.
Section 2. Election.
- Directors. At least sixty days prior to the annual meeting of Members, a written consent setting forth the slate of nominees presented by the Nominating Committee shall be mailed to each voting member at the record address of the voting member on file with Quest. Each voting member shall be entitled to cast votes equal to the number of open positions on the Board of Directors.
- Officers. The Officers shall be elected by a majority vote of the Board of Directors from among the Directors at the beginning of their year in office.
Section 3. Nominating Committee.
The Nominating Committee shall take charge of the details of the election. The Committee shall report the results of the election to the Quest membership.
Section 4. Quorum for Election of Directors.
The presence in person or by proxy of Members holding not less than one-fifteenth of the total votes entitled to be cast shall constitute a quorum for the election of Directors.
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of Quest, 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 Quest and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of Quest shall be signed by such officer or officers, agent or agents of Quest and in such manner as shall be determined from time to time by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.
Section 3. Deposits.
All funds of Quest shall be deposited from time to time to the credit of Quest in such banks, trust companies or their depositories as the Board of Directors may select.
Section 4. Bonding.
The Board of Directors shall provide for the bonding of such officers and employees of Quest as it may from time to time determine.
Quest shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
The fiscal year of Quest shall be determined by the Board of Directors.
Whenever any notice whatsoever is required to be given under the provisions of the General Corporation Law of the State of Delaware or under the provisions of the Articles of Incorporation or Bylaws of Quest, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Quest shall indemnify all directors, committee members, employees and agents of Quest to the full extent permitted by the General Corporation Law of the State of Delaware 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.
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of the Board of Directors, provided that at least thirty (30) days' notice to the membership is given of intention to alter, amend or repeal these bylaws and to adopt new bylaws prior to the specified date of the vote.
Article XVII - DISSOLUTION
Upon the dissolution of Quest and after payment of all indebtedness of Quest, any remaining funds, investments and other assets of Quest shall be distributed to such organization or organizations which have purposes and objectives similar to the purposes and objectives of Quest as may be determined by resolution adopted by the Board of Directors and ratified by a majority vote of the Members.
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