CHARTER OF

Intergraph Geospatial Users Community New Zealand Chapter

ARTICLE I

Name of Organization

The organisation will be called Intergraph GeoSpatial Users Community New Zealand Chapter (IGUCNZ). 

ARTICLE II

Purpose and Objectives

Section 1: Purpose

The Intergraph Geospatial Users Community New Zealand Chapter is chartered as an Intergraph Geospatial Users Community Chapter for the purposes of:

(a) Increasing education, training and productivity between members

(b) Ensuring fluent communication between members on business and technical information issues

(c) Through member participation in the IGUC Networks, working with Intergraph Mapping and GIS Solutions in defining user needs and developing new solutions

(d) Providing member networking opportunities

(e) Recognising members geographic diversity and requirements.

Section 2: Objectives

The Intergraph Geospatial Users Community New Zealand Chapter objectives shall be as follows:

(a) To promote and maintain open communication among Intergraph Mapping and GIS Solutions users in order to assist members in the use of Intergraph Mapping and GIS Solutions products and solutions

(b) To sponsor and provide technical forums and presentations for topics related to mapping and GIS products, applications and solutions to further the expertise of members

(c) To promote and support working relationships in an effort to provide assistance to members

(d) To operate as a source for the exchange of information relative to new development(s), operations, maintenance and performance of Intergraph Mapping and GIS Solutions products and solutions

ARTICLE III

Membership

Section 1: Membership

Membership and participation in the Intergraph GeoSpatial Users Community New Zealand Chapter shall be open to individuals within New Zealand who use Intergraph Mapping and GIS Solutions products and/or solutions.

Affiliated membership of Intergraph GeoSpatial Users Community New Zealand Chapter is available to individuals or representatives of organisations with associated products or solutions that provide value to members.

Section 2: Application for Membership

An individual must first become a member of the Intergraph GeoSpatial Users Community in order to be eligible for membership in the chapter.

Affiliated membership of the Intergraph GeoSpatial Users Community New Zealand Chapter may be granted after application to the Chapter Advisory Council.

Section 3: Termination of Membership

The Chapter Advisory Council may vote by two-thirds majority to terminate a member's membership in the Intergraph GeoSpatial Users Community New Zealand Chapter for failure to abide by the charter of the Intergraph GeoSpatial Users Community New Zealand Chapter.

Section 4: Fees

All members may be charged an annual membership fee or other assessment approved by three quarter majority of the voting representatives present. The monies will be used for correspondence, mailing, and associated expenses. An additional fee per person may be asked for to cover conference/meeting costs as deemed necessary.

Section 5: Membership Year

Membership shall be on a calendar year basis.

Section 6: Voting Rights

In addition to the Intergraph GeoSpatial Users Community members that join the Intergraph GeoSpatial Users Community New Zealand Chapter, the voting members as specified on the current membership applications shall constitute the qualified voters. Each member shall be entitled to cast one vote. No proxy votes are allowed, however, postal voting may be used.

ARTICLE IV

Chapter Advisory Council

Section 1: Council Members

Vision and direction for the chapter shall be provided by a Chapter Advisory Council, which shall be composed of an Intergraph Mapping and GIS Solutions chapter sponsor and at least three advisors who shall be members of the Intergraph GeoSpatial Users Community New Zealand Chapter. In any situation not specifically covered by this charter, the decision of the Chapter Advisory Council shall be final.

Section 2: Nominations and Elections

The chapter sponsor shall be an appointee of the Intergraph Mapping and GIS Solutions local organisation (The New Zealand Operations Manager) and shall serve as chairperson of the Chapter Advisory Council. The members at the Annual Meeting shall elect advisors. Advisors shall assume office from the date of appointment at the first meeting of any calendar year (usually January).

Section 3: Term of Office

Advisors shall serve a term of two years. No advisor shall serve for more than six consecutive years in office, except in the case of the community president, where the maximum term shall be two years.

Section 4: Vacancies and Removals

If for some reason an advisor cannot continue serving, the chapter sponsor shall nominate a successor to be appointed to the council for the remainder of the unexpired term. The appointment shall be confirmed if a majority of the remaining council members approve the nomination.

Section 5: Chapter Officers

The Intergraph Mapping and GIS Solutions chapter sponsor shall manage the affairs of the chapter and serve as chairperson of the Chapter Advisory Council. The New Zealand Operations Manager shall be the chapter sponsor. There also shall be a community president, a chapter secretary and treasurer. Officers other than the chairperson shall be chosen from among the members of the advisory council and serve for two-year terms.

Section 6: Officer Duties

Section 7: Compensation

The advisory council members and officers shall serve without remuneration, as there is prohibition against private pecuniary gain. However, they may be reimbursed for expenditure incurred and paid reasonable remuneration for services rendered.

ARTICLE V

Meetings

Section 1: Annual Membership Meeting

The Intergraph GeoSpatial Users Community New Zealand Chapter will hold up to 2 meetings each year, of which one shall be designated the annual meeting of the membership and at which elections of Chapter Advisory Council members can be held. Notice of time and place of the annual meeting shall be given to all known chapter members not more than 60 and not less than 30 days prior thereto.

Section 2: Quorum

A quorum shall consist of at least 15 members.

Section 3: Executive Session

Guests are welcome to attend meetings, but will be excluded from meetings and discussions relating to matters considered proprietary by Intergraph Mapping and GIS Solutions.

Section 4: Order of Business

At the annual meeting of the members, the following shall be the order of business:

(a) Roll call

(b) Nomination and election of officers

(c) Adoption of minutes of previous meeting

(d) Report of committees

(e) Unfinished business

(f) New business

(g) Adjournment

ARTICLE VI

Committees

The chairperson or Community president may establish standing or special purpose committees as required.

ARTICLE VII

Parliamentary Authority

All meetings in which business is conducted will be governed by the current edition of "Roberts Rules of Order."

ARTICLE VIII

Proprietary Information

Certain confidential or proprietary information from Intergraph Corporation or its subsidiaries or its affiliates may be received by Intergraph GeoSpatial Users Community New Zealand Chapter from time to time. The Intergraph GeoSpatial Users Community New Zealand Chapter shall maintain the confidentiality and proprietary nature of such information and shall not disclose or use such information in any unauthorized manner. As a condition to serving as an advisor or officer for Intergraph GeoSpatial Users Community New Zealand Chapter, such persons shall agree not to disclose or use in any way unauthorized, confidential or propriety information furnished to Intergraph GeoSpatial Users Community New Zealand Chapter by Intergraph Corporation or its subsidiaries or its affiliates.

ARTICLE IX

Indemnification

The Intergraph GeoSpatial Users Community New Zealand Chapter shall indemnify and hold harmless Intergraph Corporation, Intergraph Mapping and GIS Solutions, and their subsidiaries and distributors from any third party claim resulting from activities of the chapter that are not authorized by IGUC in accordance with the IGUC Chapter Handbook and this charter, as well as in cases of negligence and willful misconduct by Intergraph GeoSpatial Users Community New Zealand Chapter members, directors and/or advisors in all activities, authorized or unauthorized.

ARTICLE X

Method of Amending

Amendments to the charter must be approved by two-thirds of the members voting. Voting may be by mail, fax, electronic communication, or at a meeting of the membership. Announcement of any intended amendment to the charter shall be in writing and mailed to each member at least thirty (30) days before the amendment(s) is to be voted upon. Amendments can not be made to the compensation or dissolution statements.

ARTICLE XI

Dissolution

The Intergraph GeoSpatial Users Community New Zealand Chapter may be dissolved upon a two-thirds majority affirmative vote of the Chapter Advisory Council and approval of majority vote of the members present in person at the next annual meeting or special meeting of members held following the council’s action. Written notice of the proposed dissolution action must be given to all known members not more than 60 and not less than 30 days prior thereto. In the event of dissolution, the charter issued by IGUC shall automatically become void. Intergraph and the Intergraph logo are registered trademarks of Intergraph Corporation. Any surplus funds must not be distributed amongst the members but transferred to another non-profit organisation.

© 2001 Intergraph Corporation, Huntsville, AL 35824.