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SAP Users Group is a non-profit organization whose principal objective is to advance the effective usage of SAP among its users. SAP Users Group will promote the free interchange of information about SAP and techniques for its use.

TOP Section 1. Membership.

Membership shall be composed of companies and individuals who support the purposes of SAP Users Group who agree to comply with SAP Users Group's rules, regulations and code of ethics.

1st. Member.

Membership may be granted to any individual, partnership or corporation, or division or part thereof, which uses an eligible SAP system and which is interested in furthering SAP Users Group purposes. Employees of Regular Members shall be entitled to attend SAP Users Group Conference

Section 2. Application.

Any person submitting an application for membership including a statement of qualification shall be approved for membership under criteria and procedures established by the Board of Directors.

Section 3. Representation.

Each Regular Member and Organization Member shall designate a person to act as its official representative in SAP Users Group. The regular member will appoint a representative in SAP Users Group. The regular member will appoint a representative who must be a full-time employee of the Regular Member.

Members may from time to time designate other persons to take part in discussions and meetings of SAP Users Group, but in no event shall any member be entitled to more than one vote. Only Official Representatives of Regular Members may hold elective office.

Section 4. Voting.

The Official Representatives of regular and organization members shall be entitle to vote in all matters coming before the membership.

Section 5. Affiliated Companies.

Autonomous division and/or subsidiaries of Regular Members may apply separately for full regular membership. If members become merged, acquired, or otherwise consolidated with another members, and continue to operate under distinguishing business names and retain their public identities through advertising and marketing, they shall hold separate memberships.

Section 6. Resignation.

Members may resign from SAP Users Group at any time by giving written notice to the Secretary of SAP Users Group.

Section 7. Termination of Membership.

Membership in SAP Users Group may be terminated for cause. Sufficient cause for such termination of membership shall be a violation of the bylaws or any rule or practice of SAP Users Group. Expulsion shall be in accordance with the procedures. In addition, the membership of any member who becomes ineligible for membership or who shall be 90 days in default in the payment of any dues or charges shall be terminated automatically. In special circumstances such termination may be delayed by the Executive Committee.

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The initial and annual dues for each class of member of SAP Users Group, the time for paying such dues, and other assessments, if any, shall be determined from time to time by the Board of Directors. Annual dues are not refundable.

TOP Section 1. Regular Meetings.

Regular meetings of members shall be held at each SAP Users Group Conference at such time, date and place as shall be determined by the Board of Directors and published to the voting members.

Section 2. Quorum.

At least 25% of the official representatives of regular and organization members of SAP Users Group shall constitute a quorum at any meeting of members.

TOP Section 1. Definition.

A member initiative is a motion adopted by the official representative or regular and organization members and binding on the Board of Directors in accordance with the procedures set forth in this Article.

Section 2. Initial Proposal.

Any official representative of a regular or organization member may propose and initiative to the Board of Directors, or their designee, with the written concurrence of no less than 10 voting members.

Section 3. Board Action.

The Board of Directors shall consider all proposed initiatives and shall publish the proposed initiative and the Board's response on or before the date of the next SAP Users Group conference, provided, however, that the Board shall have no less than 120 days within which to consider and respond to the initiative.

Section 4. Review by Members.

If the published response of the Board of Directors does not adequately address the proposed initiative, one or more of the original petitioners may submit the original initiative to a vote of the members provided no less than 10 official representatives of regular members concur in writing. Such proposed initiatives thereafter shall promptly be balloted to the membership in accordance with the same procedures used for amending the bylaws. In addition, the proponents of the initiative and the Board of Directors each may publish with the ballot a short position statement in support of or in opposition to the initiative.

Section 5. Effect of Initiatives.

All initiatives adopted by the voting members pursuant to this Article shall be binding on the Board of Directors for no less than two calendar years. After two calendar years the Board of Directors may act contrary to an initiative only if such action is approved by a two-thirds vote of the entire board.

TOP Section 1. General Powers.

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

Section 2. Number, Tenure, and Qualifications.

The Board of Directors shall consist of no less than four (4) persons as follows: four Official Representatives of Regular Members who shall not be direct competitors to SAP shall be elected each calendar year for a three-year term. In addition, the immediate Past President shall serve as a director even if his or her elected terms has expired. No director shall serve as such for more than two consecutive terms. No more than two (2) representatives from affiliated companies or organizational members may serve on the Board of Directors at any one time. The Executive Director and the SAP Liaison shall be ex-officio members of the Board without the right to vote.

Section 3. Election.

Directors are elected by ballot of the voting members prior to the last SAP Users Group Conference each calendar year and, at the conclusion of the last Conference in the calendar year of their election, shall immediately enter upon the performance of their duties and shall continue in office for their designated terms and until their successors shall be duly elected and qualified, unless they resign, are removed, or otherwise unable to fulfill an unexpired term. Candidates for office may be nominated by submitting a petition signed by no less than 6 official representatives of regular members. Incumbents eligible and willing to serve and additional term shall be nominated without further action by the nominating committee. The Board of Directors shall establish procedures for conducting the ballot.

Section 4. Resignation or Removal.

Any director may resign at any time by giving a written notice to the President. Any director may be removed by a two thirds vote of the entire Board of Directors.

Section 5. Vacancies.

Any vacancy occurring on the Board of Directors for any reason may be filled by the Board of Directors for the unexpired portion of the term.

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 may be called by or at the request of the President or two (2) directors. Telephone or other electronic conferences shall be considered special meetings.

Section 8. Notice.

Notice of any special meeting of the Board shall state the time, date and place of the meeting and shall be given at least five days prior to the date of such meetings.

Section 9. Quorum.

A majority of directors shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of those directors present may adjourn the meeting from time to time without further notice.

Section 10. Manner of Acting.

The act of a majority of the directors at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 11. Mail Vote.

Any action requiring a vote of the Board of Directors may be taken by mail ballot.

Section 12. Telephone Conferences.

Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 13. Compensation.

Directors, as such, shall not receive any stated compensation for their services as directors, but the Board of Directors may, by resolution, authorize reimbursement for expenses incurred in the performance of their duties.

TOP Section 1. OFFICERS.

THE OFFICERS OF SAP USERS GROUP SHALL BE A PRESIDENT, A VICE PRESIDENT, A SECRETARY, A TRESURER AND SUCH OTHER OFFICERS AS MAY BE ELECTED IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE. THE BOARD OF DIRECTORS MAY ELECT OR APPOINT SUCH OTHER OFFICERS AS IT SHALL DEEM NECESSARY, WHO SHALL HAVE THE AUTHORITY TO PERFORM SUCH DUTIES AS MAY BE PRESCRIBED FROM TIME TO TIME BY THE BOARD OF DIRECTORS.

Section 2. Election and Terms of Office.

The officers shall be elected annually by and from the Board of Directors. Their term of office shall be for a two-year period or until a successor has been elected and qualified. No officer may serve more than two consecutive terms in a given office. Officers shall be elected according to such procedures as the Board may from time to time adopt whereby the directors for the upcoming year, including director-elect, shall meet at the beginning of the last SAP Users Group Conference of each calendar year and elect officers for the next one-year period. Such officers shall assume office at the conclusion of the last SAP Users Group Conference in the calendar year of their election. New offices may be created and filled at any meeting of the Board of Directors.

Section 3. Removal.

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of SAP Users Group would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer may be created and filled at any meeting of the Board of Directors.

Section 4. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the remainder of the term.

Section 5. President.

The President shall be the principal elected officer of SAP Users Group and shall in general direct all of the business and affairs of SAP Users Group. The President shall preside at all meetings of the Board of Directors. The President may appoint, with the consent of the Board, standing committees, ad-hoc committees, and their respective chairpersons. The President shall be an ex-officio member of all committees and may sign, with another proper officer of SAP Users Group authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of SAP Users Group; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. 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 of by the Board of Directors.

Section 7. Secretary.

The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of theses by-laws or as required by law; be custodian of SAP Users Group's records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 8. Treasurer.

The Treasurer shall keep an account of all monies received and expended by SAP Users Group and shall make disbursements authorized by the Board of Directors. All sums received shall be deposited or invested in such bank, trust company, or other depositories authorized by the Board of Directors. The Treasurer shall perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 9. SAP Liaison.

The SAP Liaison, who shall be appointed by SAP, shall be the principal SAP representative to the SAP Users Group.