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SYBASE USER GROUP FORMATION & OPERATIONS GUIDE

Sybase User Group Formation and Operations Guide ISUG ConfidentialVersion 4.0 - March, 2005

March 17, 2005

To: Sybase User Group Officers

From: Cindy Bean

Subject: User Group Formation & Operations Guide

User Groups and Special Interest Groups provide an important environment for users of Sybase products to exchange ideas, obtain assistance on technical and management issues, and keep abreast of new product developments. In most cases, groups are formed in geographic regions for Local User Groups (LUGs) or form as specific, vertical market segments for Special Interest Groups (SIGs). This appears to provide the most beneficial environment for the exchange of information between users. In the case of LUGs, small user sites with limited technical resources, are exposed to large, commercial, and government user sites; while a large user site is capable of networking with a broad spectrum of users that share common product experiences. In the case of SIGs, industry specific or company specific individuals will benefit from this type of group.

The Board of Directors of the International Sybase User Group strongly supports the formation of Local User Groups, Special Interest Groups, or Chapters. In 1990, the Board enacted Article IX of the Bylaws which officially sanctioned the formation and operation of local user groups throughout the world.

Much of the experience related in this guide occurred during the formation and the ongoing operation of the San Francisco Bay Area Sybase User Group. The central topic on how a local user group is established is generally shared universally. However, in order to address specific international needs, we have added a special international section to this guide, which contains tips from existing international groups/users.

The User Group Formation and Operations Guide has been created to help Local User and Special Interest Groups begin and maintain a Sybase User Group. The goals of this guide are to assist you in the formation and operations of geographic (Local) or Special Interest User Groups and their relationship to the International Sybase User Group, Inc.

I hope that this guide will benefit you in starting a Sybase user group, maintaining one or exploring different options. Any comments and suggestions should be directed to myself.

Best regards!

Cindy BeanPresident, International Sybase User Group, Inc.Telephone: (713) 918-1841 Fax: (713) 918-1173Email: [email protected]


PREFACE

Limitations of Liability While every reasonable precaution has been taken in the preparation of this Sybase User Group Formation and Operations Guide, the authors assume no responsibility for errors or omissions, nor for the uses made of the material contained herein, or for any decisions based on such use. No warranties are made, expressed or implied, with regard to the contents of this guide. The International Sybase User Group Inc. shall not be liable for direct, indirect, special, incidental, or consequential damages arising out of the use or inability to use the contents of this document.

Confidentiality The information contained herein is confidential and proprietary and may only be used for Sybase user group business, purposes by a duly authorized Sybase user group member. Any unauthorized use, duplication or disclosure of this information is strictly prohibited and violates applicable law.

Trademarks SYBASE and the International Sybase User Group are trademarks of Sybase Inc., and The International Sybase User Group Inc., respectively.


TABLE OF CONTENTS

1.0 OVERVIEW

2.0 THE INTERNATIONAL SYBASE USER GROUP, INC.

2.1 The International Sybase User Group (ISUG)2.2 Board of Directors & Steering Committee2.3 What Are The Sybase User Groups?2.4 ISUG Benefits2.5 Charter Membership2.6 Organizational Chart (ISUG, RUGs, LUGs)2.7 Logo Policy & Logo Agreement2.8 ISUG Stationary and Logo samples

3.0 ESTABLISHING A SYBASE USER GROUP

3.1 Beginning Stages of Establishing a LUG or SIG3.2 General Meeting Information (locations, logistics, etc.)3.3 Determining a LUG or SIG Membership3.4 Organizational Structure3.5 ISUG Examples

4.0 INCORPORATION OF A SYBASE USER GROUP

5.0 OPERATIONS OF A SYBASE USER GROUP

6.0 CONTACT INFORMATION

6.1 ISUG Board of Directors6.2 ISUG Steering Committee6.3 Sybase Local User Groups Worldwide6.4 Sybase Special Interest Groups6.5 Sybase Contacts

7.0 AVAILABLE FORMS


1.0 OVERVIEW

Purpose of this Manual The information contained in this Sybase User Group Formation & Operations Guide should be used as a guideline while forming and running a geographic, corporate, or industry specific Sybase User Group. Some of the topics included in this manual are a discussion of the general policy of the Board of Directors of the International Sybase User Group; the Local Sybase User Group and its relationship to the International Sybase User Group, Inc. This manual is an outline for taking the first steps in forming a Local, Regional or Special Interest User Group. It also contains a discussion of key topics relating to administering the user group including selection of officers, ratification of bylaws, meetings, incorporation, insurance, finances, and taxes.

The intent of this document is to: encourage the formation of groups to address local &

special interest concerns allow for the exchange of information between users

and Sybase on a more frequent basis than the annual plenary meeting

act as the focal point for the executive board of the user group

The Sybase User Group Formation & Operations Guide offers a complete breakdown ranging from:

The ISUG Organization Regional Organization Local and SIG Start-up Local and SIG Maintenance Contact Information Available Forms

If you have any questions or need assistance using this guide please contact the Regional User Group Director for your area. Current Directors are listed under "Contact ISUG" at www.isug.com.

How to use this Manual This guide was designed to allow you to go to any one section for specific issues or questions. The same topics may be covered in multiple sections.


Additional Comments & Suggestions

If you have any comments or suggestions based on experiences you have had while forming a Local User Group or Special Interest Group, or if you desire to take exception to any of the topics in this guide, feel free to voice your concerns to the author (an International Sybase User Group Board of Director). This document will be updated periodically as the need arises.


2.0 THE INTERNATIONAL SYBASE USER GROUP, INC.

2.1 The International Sybase User Group (ISUG)

The ISUG The International Sybase User Group is a separate and legal entity from Sybase, incorporated in the state of California. The ISUG is composed of approximately 5 Regions located throughout the world. These regions, called Regional User Groups or RUGs are loosely comprised of Local User Groups (LUGs) and Special Interest User Groups (SIGs). In order to enjoy the benefits of the ISUG, a LUG or SIG can choose to become a 'chartered' user group of the International Sybase User Group. To become 'chartered' a LUG or SIG must have a specified number of the ISUG members within its membership body who belong as individual or corporate members of the ISUG.

The International Sybase User Group, Inc., membership consists of Sybase product users throughout the world.

Mission Statement The ISUG's main mission is to serve the User Group communities by acting as an information channel; an advocate for user issues; and as a force that truly determines the product directions of Sybase.


Objectives To create and communicate quantifiable membership benefits to the Sybase User Community.

To establish a communication network amongst Sybase users and between users and Sybase management.

To provide a strong advocate for issues of concern for Sybase users.

To institute a forum for users to influence future Sybase product direction.

To Maintain an effective channel for Sybase to communicate important information to users.

Also, to create and sustain an integrated International Sybase User Group composed of local, regional, and worldwide groups, thereby providing the benefits of information and communication within the International Sybase User Community.

And finally, to increase Sybase internal awareness of User Group issues.


2.2 Board of Directors and Steering Committee

Board of Directors The ISUG Board of Directors is made up of 15-27 international members, as determined by the Board through an annual election process.

The Board is comprised of the President, Vice-President, and Treasurer, the Directors (or Co-Directors) of each of the 7 standing Committees and the Director (Co-Directors) of each of the 5 Regional User Groups, all of whom are elected by the members. The remaining Board Members, who are appointed by the Board itself, include the Secretary (always a Sybase employee) and up to seven other Directors who are selected for the Member-at-Large. In addition, the immediate Past President serves on the Board until replaced by his/her successor. The Board is also authorized to appoint directors to fill vacancies in any Board position (see contact information for the specific individuals).

Steering Committee The Steering Committee is made up of 7-10 high-level international individuals. Their main function is to act as an advisory board to the ISUG Board of Directors. Two of these individuals are Sybase executives. These individuals are appointed and do not have voting rights. They meet twice a year with the ISUG Board of Directors to review and advise the Board on the Board's Business Plan, current and future direction (see contact information for the specific individuals).


2.3 What are Sybase User Groups?

Sybase Local User Group Sybase Local User Groups (LUGs) are geographically determined user groups. Typically LUGs are formed with the users of specific cities or metropolitan areas. Larger geographical areas are common as well, including state-wide user groups. The determining requirement for a Local User Group is that the concentration of users be within a specific geographical boundary.

The ideal size of a LUG depends upon the concentration (number of users within 1-2 hours commute) of the users. The size of a LUG ranges from approximately 20 to several hundred paid or regular (those who attend a majority of meetings per year) members.

Current Regions The ISUG is currently divided into 5 major regions. North America is currently subdivided into six sub-regions. The regions are composed of Local User Groups (LUGs) and Special Interest User Groups (SIGs).

The Regions are divided as follows:

1. Europe2. Asia/Pacific (Pacific Rim, New Zealand, Australia)3. Japan4. Latin America (South America & Mexico)5. North America

Northeast Southeast North Central Southwest Far West Northwest

Note: new regions will continually form where there is interest and demand.


Regional Structure Each region will have a representative (RUG Director), who will reside on the ISUG Board of Directors as a committee chair member. RUG Directors will have voting rights and are invited to attend the quarterly ISUG Board Meetings.

The RUG Directors will be responsible for presenting issues and concerns of their respective region to the ISUG Board of Directors. In addition, the RUG Directors are responsible for the dissemination of ISUG information to the LUGs within their respective region.

Any meetings, events, or conferences happening at the regional level will be the responsibility of the RUG Director in coordination with Sybase managers and the ISUG Board of Directors.

Sybase Special Interest Group Special Interest User Groups (SIGs) have a unique place within the ISUG organization structure. SIGs are formed along common themes or interest areas. They are most often formed with large organizations like corporations or government agencies. Some possibilities are listed below:

Corporate and Government Agency User Groups (eg. The World Bank, AT&T, Intel)

Industry Specific User Groups (eg. Banking, Telecommunications, Finance).

Hardware Platform Specific User Groups (eg. DEC, HP, IBM, Sun, etc.)

Software Tool Specific User Groups (eg. Replication Server, PowerBuilder)

Special Interest Groups can be geographically determined but they contain an added dimension in that they are organized around a common business or technical interest.


2.4 ISUG Benefits

Overview To receive advance notice of future products and up-to-the-minute news on Sybase developments.

An opportunity to influence future Sybase product directions through participation in the product enhancement process.

Discover tips, advice, and new ideas through interaction with other Sybase users.

Communicate your issues directly to Sybase engineers and product management via meetings, conferences and online forums.

Participate in Special Interest Groups (SIGs) focused on specific products, organizations, platforms, etc.

Participate in and influence the direction of current and future user conferences.

An opportunity to have an organized body effectively voice your concerns and issues to the appropriate Sybase management team members.


Individual Individual members receive benefits as negotiated by ISUG each year. The current benefits are: Voucher for a free copy of SQL Anywhere Studio! EA server with PowerJ evaluation CD ASE 12.0 Technical Documentation CD (including all

manuals in PDF format !) Technical Training at local user groups TechWave Conference proceedings CD A free subscription to the quarterly ISUG publication

ISUG Technical Journal, featuring Sybase News, Technical articles, Enhancement Reports, local user group updates and conference information

Access to the online ISUG Enhancements Request process (voting right and enhancements report)

Access to the online ISUG Membership Directory Access to Special Interest Group and Enhancements

mailing lists Online access to technical articles from ISUG

Technical Journal

Discounts include: Save 10% on all Sybase education classes Save 20% on Sybase Certification exams developed by

Sylvan Prometric Save $75 off on registration for TechWave and other

ISUG affiliated conferences

Note: Membership benefits change yearly, check www.isug.com for the current list.


http://www.isug.com/

Local User Groups Local User Groups receive the following benefits: Speaker Bureau - local user groups may request one

speaker from a pool of qualified Sybase Corporate personnel to speak at local user meetings (approval dependent on budget constraints and availability)

The Sybase User Group Formation and Operations Guide.

Benefit from the creation of Regional User Groups (RUGs), which will help ensure communication and support between Local User Group members and the ISUG. Regional groups are being formed for areas like Europe, Asia/Pacific, Latin America and North America.

Local User Group members who become ISUG members receive the individual benefits described previously.

Chartered Local User Groups receive the following additional benefits: Speaker Bureau - chartered groups may request up to

two speakers from the speaker bureau to speak at local usr group meetings

ISUG Technical Journals - additional copies to hand out at meetings

Comference pass - Chartered LUGs receive 1 free conference pass to an ISUG conference of their choice.


2.5 Charter Membership

What is a Charter? Charter Membership qualifies the Local User Group or Special Interest Group to receive significant benefits and support from the ISUG (see specifics below). To qualify, the LUG or SIG must meet annually specified ISUG membership quotas for their LUG or SIG. The quotas have been calculated to support ISUG & Sybase's financial support of the benefits currently being offered to all Local User Groups. Each chartered LUG or SIG will receive annual ISUG membership quotas at the beginning of each membership year, Jan.1-Dec 31. The annual membership quotas should be achieved each year in order to maintain charter status for a LUG or SIG.

Charter Specifics The Benefits for Chartered LUGs include The Speaker Bureau, The User Group Formation & Operations Guide, a conference pass, and additional copies of the ISUG Technical Journal magazine for meetings.

A LUG is considered Chartered if 60% of their membership are also members of the ISUG, with a minimum of 30 ISUG members. Local user group membership is determined by a group's membership list, mailing list, or average meeting attendence. The user group must complete the Sybase Local User Group Charter Membership Application Form which will be reviewed by the ISUG Board of Directors. The Sybase Local User Group will be notified of the status of their application.

If a LUG does not reach chartered status and feels the goal is unfair for their particular area, they can petition to the ISUG Executive Board for a lower membership requirement in order to become a chartered Local User Group.


2.7 ISUG Logo Policy

Guidelines for Using the International Sybase User Group Logo

Advertising & Marketing Materials

The following guidelines will help you use the ISUG Logo correctly. The ISUG Logo ("Logo") is used worldwide to identify the International Sybase User Group (ISUG) and, using the modifications described in this document, to identify member Sybase Local User Groups. Please follow these guidelines closely in order to protect the integrity and market recognition of the Logo. The Logo is a valuable trademark and compliance with these guidelines is required.

The ISUG Logo is a graphic symbol that may be used only by the International Sybase User Group, and member Sybase Local User Groups as an indication of membership in or affiliation with ISUG.

The International Sybase User Group reserves the right to spot-check all advertising and collateral bearing the Logo and ISUG may periodically send out requests for samples. ISUG also reserves the right to review advertising in publications for compliance with these guidelines. Refusal to submit samples or noncompliance with these guidelines and the Logo Agreement could result in revocation of your right to use the Logo.

All local and regional user groups must correct any deficiencies in their use of the Logo in their advertising and collateral, and cease and desist from further publication or distribution of the materials upon notice from ISUG. Refusal to correct such deficiencies or to cease publication or distribution could result in revocation of the right to use the Logo and other legal action.

Termination or expiration of membership in ISUG (chartered LUGs) will result in termination of the right to use the Logo.


Logo Sheets & Electronic Versions

An electronic version of the ISUG Logo is available to member user groups of ISUG who agree to use the Logo according to these guidelines (must be accompanied by the Logo Agreement before Logo disk is sent).

To obtain copies of the logo sheet or additional copies of the Logo in electronic form, send a written request to the following address:

International Sybase User Group MarketingSybase Inc.6475 Christie AvenueEmeryville, CA 94608

The form is also available on www.isug.com in the User Group section.

Using the International Sybase User Group Logo

When you use the Logo on communications, publications, and advertising, you identify yourself as a member of ISUG. The Logo must be used only as a symbol to signify that you are a member organization of ISUG. We will provide all ISUG user groups with electronic artwork of the Logo. You may not alter this artwork in any way, except as described in this document. You must honor the following restrictions:

You may not display the Logo in any manner that suggests that you are an employee of or division of Sybase, Inc. or are authorized acting on behalf of Sybase, Inc.

You may not combine the Logo with any other object, including, but not limited to, other logos, words, graphics, photos, slogans, numbers, design features, or symbols.

The Logo may not be used as a design element. The Logo may not be used in any way other than as

specified in these guidelines.

Logo Components



Graphic The graphic component of the Logo must be used as a whole in all circumstances. It must not be broken into components. As an example, do not delete the globe and use the Sybase shell alone. The trademark symbol must be reproduced with the graphic component and may not be deleted or altered.

Text The Logo contains two lines of text. The second line, "Sybase User Group", should not be altered or omitted.

The first line of text, 'INTERNATIONAL', may be replaced with the name of the member Sybase Local User Group (i.e. Dallas, SUGBAY, United Kingdom). The replacement text must be in capital letters in the Bodini Book typeface, letter-spaced at 85%. Original proportions and spacing in relation to other elements form of the Logo must be maintained. The first line of text may not be omitted.

Spacing The Logo must stand alone. A minimum amount of empty space must be left between the Logo and any other object such as type, photography, borders, edges, and so on. The required border of empty space around the Logo must be 1/2 x width, where x equals the height of the ISUG graphic, as measured from the top of the first line of text to the bottom of the second line of text.

You may use the appropriate first line of text to designate your user group. However, you may not use the Logo with any other object, including , but not limited to other logos, words, graphics, photos, slogans, numbers, design features, or symbols.

Minimum Size All elements of the Logo must maintain integrity. For example, the logotype must be readable; in no case should the Logo appear at such a small size that this condition is not met. It is recommended that the Logo not be reproduced any smaller than the smallest size shown on the official logo sheet.


ISUG Official Colors The three-color Logo - in PANTONE R Matching System (PMS) 617 / 4515 (celery), 5473 (green) and 235 (magenta) should appear on a white or light-colored background. (For the proper celery, 4515 is the color number listed on disk, while the printer (correct color output) refers to this color as 617).

One Color Use the one-color Logo on a white or light-colored background; it is also acceptable to be reversed to white on a black background. In general, reproduce the Logo on an appropriate background, where the Logo stands out from the background.


3.0 ESTABLISHING A SYBASE USER GROUP

3.1 Beginning Stages of Establishing a LUG or SIG

Overview There are currently four types of Sybase usergroups: The International Sybase User Group (ISUG) Sybase Regional User Groups (RUGs) Sybase Local User Groups (LUGs) Special Interest Groups (SIGs)

Initial Steps The first steps in forming a local or special interest group involves coordinating and presenting a formal meeting. The focus of this section is on the logistics and planning required to bring about a successful meeting.

Initial Meeting The initial establishment of a local group involves a team effort of dedicated users, willing to seek out other users and bring together an initial meeting. This group of founding users will be referred to as the organizing committee.

The first step in establishing a LUG is to contact your local Sybase sales representative. The sales representative can help with user group formation in three ways: By providing contact names of other users interested in

forming a user group Sending a mailing to the customer base and

announcing the first organizational meeting And arranging for or by providing the first meeting

location, speakers and refreshments

The Organizational Meeting The next step is to set up a meeting with a group of dedicated users, (three to five people work best) and a main Sybase sales representative contact. This group is called the organizing committee. The organizing committee will then hold an organizational meeting.

The goal of this organizational meeting will be to set up the first Local User Group (LUG) or Special Interest Group (SIG) meeting. The goals of the organizational meeting are to plan in detail, by putting together an agenda for the first meeting. The agenda should be outlined and generally agreed upon.


Second Steps The second step(s) involve the following:

Formalize the makeup of the organizing committee Establish a timetable for the election of officers Organize a Communications committee to notify the

users of the next meeting. Communications include newsletters, faxes, telephone and e-mail.

Organize a Bylaws committee, use sample bylaws from other LUGs and the ISUG as a guide (see 'ISUG examples' for a copy of the ISUG Bylaws).

Survey the users in attendance at the first LUG meeting for interests and issues upon which the topics for future meetings should be based.

Feature at least one speaker of prominence in order to draw users to this first meeting. The most successful LUG meetings tend to feature Sybase technical managers presenting emerging product technologies.

Sybase Support In most cases, the local Sybase sales office will be more

than willing to send out the initial invitations for the group's meeting. Beyond this, consider notifying local newspapers with a press release. Many papers have special sections where meeting notices appear. This is an excellent way to locate other users and people who are considering becoming users. Be certain to address your press release to a specific editor. Call the paper to get the name.

Forming the local group or special interest group should be viewed as a joint effort with the local Sybase sales office. In the past, Sybase has been very cooperative by providing financial, logistical, and technical support for local groups. But, be aware, eventually the newly formed group will have to become less dependent on them for financial support (this can be achieved through membership fees or newsletter advertisements).


First LUG/SIG Meeting Consider what challenges are currently facing your own development efforts relating to the Sybase products. In most cases, other users are facing similar situations. At the initial meeting of the Bay Area Group, the program included a briefing by the Sybase Product Manager, on the future of Sybase's development tools and a discussion led by a Sybase Manager for Technical Support about his organization's response to user calls for assistance. Prior to the latter presentation, a brief user business meeting was held to ratify the members of the organizing committee.

Consider that the first meeting is not only about bringing Sybase users together, but also to identify a core group of individuals willing to invest the time and energy to make the group a success.


3.2 General Meeting Information

Meeting Logistics Meetings should be held at a location that is accessible by the general body of users. Consider holding the meeting for a half day. More people are willing to take time for a half-day session than a full day event. Have organizing team members who set up the meeting welcome users upon arrival. Refreshments are welcomed by users and serve as a catalyst to conversation and interaction between new members.

Meeting Locations One of the key issues here is where the meetings take place. Some groups move around in a nomadic fashion, holding their sessions in different locations each time. This is fine for groups that cover large geographic regions. Other groups seek out a single, regular meeting site. Either alternative has advantages and disadvantages. The logistics for a nomadic group are usually more complex and require more coordination, while the problem with finding a neutral meeting location as a regular site can be quite difficult. The term neutral here is used to highlight the problem that can occur when the meeting is hosted by a vendor such as a hardware manufacturer. What might they think when a competing vendor is scheduled to make a presentation?

Meeting Frequency Local user groups meet at a variety of intervals. Some get together monthly, while others meet on a bi-monthly or quarterly basis. The frequency of meetings is strictly a local issue. The founding committee or newly elected officers will have to weigh a variety of factors when deciding how often to meet. Consider the availability of members, meeting locations, and persons to put on the program. As a general rule meetings should occur at least four times a year.


3.3 Determining a LUG or SIG Membership

Membership Qualifications Membership qualification for Local User Groups (LUG) and Special Interest User Groups (SIG) is determined by each specific group. Each group should include in its bylaws the requirements to belong as an individual or corporation.

For example, full membership in the International Sybase User Group is open to: All Sybase license holders (Individual or Corporate) People associated with a Sybase license (Associates)

All LUGs and SIGs must determine their own membership requirements (note; the ISUG offers significant benefits to LUGs and SIGs whose membership includes members in the ISUG. Refer to ISUG Benefits and Charter Memberships). Local level membership is open to whomever the local or special interest chapters determine is acceptable.

Membership Guidelines Here are some guidelines to help in the understanding what is involved in determining membership (catagorized in the following): Sybase License Holders Sales Representative Software Consultants Employment Recruiters

Sybase License Holders The ISUG recognizes that its membership is open to individuals, corporations, and agencies associated with or possessing a valid Sybase (run-time) license. You may also want to use the same criteria.

Software Consultants The term consultants include all those persons or organizations who provide services or products to Sybase users. They may or may not be users of the Sybase product themselves, but may provide very useful insight into issues and experiences with the products as a result of their work with other Sybase customers. The problem arises with the fact that they frequently use networking opportunities to locate new business.


Sales Representatives Software product sales representatives pose a difficult problem. Their corporations usually have development licenses that qualify their sales representative as a valid Sybase license holder. However, sales representatives normally have little technical Sybase knowledge and are rarely interested in acquiring any. Their main goal of user group membership is to secure the names of users that can become prospects for their own products.

The ISUG recently enacted a bylaw forbidding the commercial use of the ISUG list. Any member abusing this privilege will be removed and there is the potential of a civil suit if harm occurred with the misuse of the membership list. The LUG or SIG may want to consider a similar restriction of their membership lists and meetings.

Employment Recruiters Employment recruiters exist as permanent and temporary (contract) recruiters. Their primary goal is to get the names and contact information of Sybase users so that they may recruit these individuals for permanent or temporary employment. They lend little or no technical knowledge. The employment recruiter rarely has a valid Sybase license. By matching qualified Sybase professional individuals with interested user corporations or organizations, recruiters may be providing a valuable service to one side of the user committee. However, LUGs and SIGs should be cautioned that most user corporations and organizations are highly critical of this practice.


Solicitation The organizing committee of a Local User Group or Special Interest Group must consider how much of this business of soliciting behavior to permit at regular meetings. If the activity is left unregulated, regular users might be driven away from the meetings after being constantly assaulted by consultants, sales representatives, and employment recruiters. If the activity is banished, the solicitations may disappear from view but simply go 'underground' causing similar disruptions.

Therefore, a third approach might be to provide a location where literature and business cards can be displayed for interested users, (but) discourage open, aggressive solicitation. This alternative is a partially regulated approach and might be most flexible for all parties involved. Local officers will have to make certain to indoctrinate any new consultants, vendors, and recruiters prior to each meeting.


3.4 Organizational Structure

Determining Leadership Roles After the initial meeting, the founding committee should organize an election. At a minimum, this should include a president, (or director), vice president (or co-director), and secretary. A treasurer should be selected to handle the financial affairs of the group once fees are being collected for either dues or meeting expenses.

There are two organizational structures favored by most Local User Groups; the Presidency or Directorship. Each has a similar structure and varies only slightly in their actual operation. The differences are outlined as follows:

An Executive Committee comprised of: President Vice President Secretary Treasurer or Director Co-Director(s) Secretary Treasurer

Regardless of the structure that is chosen, the executive committee should be rotated annually or bi-annually to ensure the vitality of the LUG or SIG leadership.


President The president should be willing to give 2-3 hours per week in time and energy to leading and ensuring the continuous operations of the Local User Group or Special Interest Group. LUGs and SIGs are comprised of volunteers who need encouragement to accomplish the sometimes mundane tasks associated with the operation of a LUG or SIG. Leadership and organizational skills are the most important qualities a Local User Group or Special Interest Group President can bring to the user group. Technical expertise, while essential, is less important in the formation and ongoing operation of the LUG or SIG. The specific duties and powers of the president should be outlined in the bylaws of the Local User Group or Special Interest Group.

Vice-President The vice-president should act as an assistant to the president by providing greater depth of leadership and assisting with the organization and implementation of short and long term Local User Group or Special Interest Group goals. The specific duties and powers of the vice president should be outlined in the bylaws of the LUG or SIG.

Director/Co-Director The director/co-director of the executive committee organization is identical to the president/vice president structure except that leadership is shared equally or nearly equally between the director and co-director(s), (see the president and vice president sections for comparison). Some LUGs or SIGs have complete equality as the director and co-director. In this case, the leadership consists of two or three co-directors each sharing responsibilities and spreading tasks between each individual. This arrangement accommodates the busy schedules experienced by many Sybase software users. The specific duties and powers of the director/co-director(s) should be outlined in the bylaws of the LUG or SIG.

Secretary The secretary can be responsible for all correspondence including meeting minutes, the communications or newsletter committee, and even the bylaws committee. The specific duties and powers of the secretary should be outlined in the bylaws of the LUG or SIG.


Treasurer Depending upon whether or not the Local User Group or Special Interest Group collects membership, meeting or advertisement fees will determine how essential and what the treasure's specific duties are.

If the LUG or SIG does not collect fees, the treasurer should be responsible for any financial matters which may arise over the course of the operations. In this situation it may be advisable for the treasurer to have responsibility for the bylaws committee.

If the Local User Group or Special Interest Group does collect fees, the treasurer becomes essential for the proper legal operations associated with a LUG or SIG collecting fees. The treasurer's responsibilities in this situation include: the collection of dues, issuance of receipts, payment of accounts payable, maintenance of the accounting records, and any tax compliance responsibilities. (Note: collection of fees helps in becoming independent and being able to provide valuable benefits (i.e.. newsletters, electronic bulletins, meetings, etc..) Some groups find that the collection of membership fees helps keep consistent and committed members on a yearly basis.)

Note: An example 1999 ISUG elections nomination form and ballot form can be located in the User Group section at www.isug.com.

Committee Chairs Committee chairs may include: Enhancements Newsletters Electronic Bulletin Boards Meetings & Speakers Bylaws & Administration (Treasurer or Secretary are

usually responsible for this committee)

The organizing committee needs to consider long-term communications with both their regular members and with the Board of Directors of the International Sybase User Group.


Enhancements The President of a local group acts as the contact person for the Regional User Group of the ISUG. Local presidents are notified about activities and events. Various standing committees at the international level may contact local presidents for assistance. A key for this has been the Sybase Product Enhancement Committee of the ISUG. This group needs a diverse cross-section of users to participate on local and international levels to give visibility to the enhancement requests.

Newsletters Communications with members can be accomplished by publication of a regular newsletter. These newsletters need not be elaborate and can be put together using good word processing software or desktop publishing programs. A copy of each newsletter should be sent to the Sybase ISUG manager for the International User Group so that information from the local groups might be distributed worldwide for better visibility.

The essential task of the newsletter committee for the LUG is to notify LUG members of upcoming meetings. The newsletter can include, technical articles, user surveys for enhancements, upcoming events, etc.

Web Sites Web sites can also be a great communications tool. Many Local User Groups utilize this form of communication. Web sites can be seen as a very valuable tool for Special Interest Groups, as these groups are usually located around the world and cannot meet as frequently as LUGs. The ISUG has its own web site at www.isug.com. ISUG has a public section for general information and a private section that only members can access.

ISUG can offer web space for Local User Groups that do not have their own web site. Contact [email protected] for more information, or visit www.isug.com.

Email Lists ISUG can set up email lists for LUG/SIGs so members can email one another and officers can send notices and announcements. A separate email list can be set up for the officers of a LUG/SIG. Contact the Regional User Group Director in your area for more information or visit www.isug.com/ISUG2/mailing_list_request.html.


mailto:[email protected]

Meetings & Speakers The Meetings & Speakers committee is the essential component of the Local User Group. Regular LUG meetings (occurring at least four times per year) are critical to a successful first year and to the continuing success of the LUG. Local User Group meetings are the best opportunity to achieve each of the three major goals of a Sybase LUG.

Bylaws & Administration Available on the ISUG web site is a copy of the Bylaws for the International Sybase User Group. These bylaws provide an adequate foundation for the establishment of local user group bylaws. In general, bylaws provide a scope for the group's operation and clarify the role of officers and the mission of the organization. LUGs and SIGs can exist without bylaws, but it is strongly recommended to adopt them so as to clarify the policies of the group's operations. If official bylaws are not appropriate, it may be wise to at least form policies.

A copy of the ISUG bylaws can be found in the User Group section at www.isug.com.


4.0 INCORPORATION OF A SYBASE USER GROUP

Introduction Local User Groups should consider incorporating under the laws of their respective states or countries. By incorporating, a Local User Group confers upon its members the benefits of limited liability (i.e., the members are not liable for the debts or liabilities of the corporation), provides centralized management and clarifies the duties and liabilities of its officers and directors.

The following discussion is intended only as a general overview of issues relating to incorporating; it should not be construed as legal, tax, or accounting advice. Each Local Usr Group should consult its local professional advisors regarding these issues. The discussion below addresses United States law only and assumes that each user group is established for the same nonprofit purposes as is the International Sybase User Group.

Incorporation of Nonprofit Corporations - Generally

Corporations generally are considered as "artificial beings" having specific rights and obligations as prescribed by law -- not entirely different than those enjoyed and assumed by other citizens. In the United States, nonprofit corporations are formed under State, not federal law. Being a creature of law, a corporation's powers are those prescribed by state.

Corporation existence begins when the organization seeking corporate status files a charter document, usually referred to as "Articles of Incorporation" (or, in some states, as a "Certificate of Incorporation"). The Articles (or Certificate) usually are filed with the secretary of state or similar state officer.


Contents of Articles (or Certificate) of Incorporation

Many states have adopted modified versions of the American Bar Association's Model Revised Nonprofit Corporation Act (the "Act"). The Act provides that the Articles of Incorporation shall include the following information: The name of the corporation A statement indicating whether the corporation is a

"public benefit", "mutual Benefit", or "religious" corporation. (User Groups generally will be considered "mutual benefit" corporations established to benefit their members, rather than corporations benefiting the public generally or furthering a religious purpose).

The purpose or purposes for which the corporation is organized.

The address of the initial office of corporation and its agent who will be charged with receiving, on the corporation's behalf, legal service of process if the corporation is sued.

A statement indicating whether the corporation will have members. (Local User Groups of course will have members; some nonprofit corporations, especially charities, are sometimes established without members).

The name and address of each "incorporation" (i.e., the persons) who sign the Articles).

In addition to the above required provisions, the Act also permits a corporation's Articles of Incorporation to include the following provisions: The number of directors who serve on the initial Board

of Directors. The names and addresses of the initial Board members. Provisions which typically may be found in a

corporation's Bylaws, rather than its Article, such as provisions regarding the management and regulation of the corporation's affairs. Such provisions generally would define the rights and duties of Board members, directors, and officers, and may impose limitations on the rights or authority of such persons.

Any other provision, so long as it does not conflict with law.

Again, not all states have adopted the Act, and of those that have adopted it, most have adopted a modified version. Thus, a User Group should retain an attorney to ascertain legal requirements in a specific state.


Organizational Meeting After the Articles of Incorporation are filed, the Board of Directors (if name in the Articles) hold an organizational meeting for the purpose of completing the initial incorporation process. (If directors are not named in the Articles, then the Board may be constituted by election at the first meeting of the members or, in the alternative, directors may be appointed by the incorporations(s)).

At the organizational meeting of the Board, the Boar members generally adopt Bylaws, elect officers, and transact any other business that may be necessary to complete the incorporation process.

Bylaws The Bylaws are the "rules" which regulate the internal governance of the corporation and the management of its affairs, such as the duties of officers and directors, quorum requirements, the manner of calling and holding meetings, and other matters. Typically, Bylaws will incorporate many of the same provisions imposed by the state's statutory corporation law; however, the Bylaws may address any matter, to the extent not inconsistent with law or in conflict with the Articles of Incorporation.

Members The Articles of Bylaws may provide for one or more classes of members. Some members may have voting rights; others may not. Typically, voting members may be called "regular" members; nonvoting members may be referred to as "associate" members or be given some other title.


Board of Directors Generally the Board of Directors is a policy-making body which is charged with the management of the corporation's affairs, although day-to-day management generally is delegated to the Corporation's officers. All corporate action to be taken by the Board generally requires a majority vote of those Board members present at a meeting (assuming that a quorum -- usually a majority of the number of directors authorized by the Articles -- is present at the meeting). State laws vary, but generally a nonprofit corporation is required to have a minimum of three directors, with no maximum number specified. A variable Board of any size (for example, from three to nine members) may be authorized, with the exact number to be specified from time to time by the Board or by the members. Typically, the number of Board members is fixed at an odd, rather than even number to avoid deadlocks on the Board.

Officers The officers of a corporation usually consist of a President, one or more Vice Presidents, a Treasurer (who usually serves as the corporation's Chief Financial Officer), and a Secretary. The corporation also may have a Chairman of the Board of Directors and one or more Assistant treasurers or Assistant Secretaries. The officers may be Board members, but need not be (however, the Chairman of the Board usually is, by definition a Board member).

Liability of Members Members of a nonprofit corporation are not personally liable for the acts, debts, liabilities, or obligations of the corporation. This limited liability is a fundamental aspect of the law of corporation. However, members who also serve as directors and officers may face potential exposure (that is, benefits of limited liability protection extends only to the members, not to a corporation's directors and officers).


Liability of Directors Generally speaking, a director will have no liability for the acts or obligations of a corporation unless the director willingly abused his or her powers or neglected his or her duties, or if the director exercised bad faith. These "fiduciary" duties to the corporation are similar to those that a trustee owes to a trust and its beneficiaries. Thus, as a fiduciary a director must (1 take only those actions which, in exercising good faith, the director believes are in the best interests of the corporation, and (2) must exercise the same degree of care in performing his or her tasks as would any reasonable person in the same position.

Inaction, as well as affirmative misconduct, also may result in the breach of a director's fiduciary duties. For example, if the Board of Directors takes a vote on a matter which itself involves a breach of fiduciary duty to the corporation, a director must vote against the proposed action or face potential liability.

In addition to these standards, a director must take steps to avoid conflicts of interests between the director's personal interests and the corporation's. Any "self-dealing" transaction (i.e., a transaction between a corporation and another firm in which the director has a direct or indirect interest) is voidable, unless the nature of the conflict of interest is fully disclosed to the Board and the remaining, disinterested Board members vote in favor of the transaction, either before or after it occurs.

Finally, a director's fiduciary obligations include a duty not to divert a corporate business opportunity for his or her own personal gain. For example, if a corporation desires to acquire a parcel of real property, then a director, who is charged with locating the property, may not purchase the property for himself without first giving the corporation the chance to decline the opportunity.


Immunity From Liability Certain states provide immunity from liability to volunteers who serve without compensation on the boards of nonprofit corporations. Some states extend this immunity only if the volunteer director was acting in good faith and in the course and scope of his or her duties for the organization. Even in those states that grant such immunity, however, the issues of indemnity and insurance (discussed below) are important because the high cost of defending against a lawsuit (even if the litigation establishes the director's immunity from suit) can be significant.

Liability of Officers Like directors, officers of nonprofit corporations owe fiduciary duties to the corporation and are liable for their own negligent or intentional acts.

Indemnification of Directors and Officers

Statutes governing nonprofit corporations typically allow (or, in some circumstances, require) a corporation to indemnify (or "hold harmless") directors and officers for allegedly wrong conduct. For example, if a director is sued for some action taken by the corporation, the Bylaws typically allow the corporation to pay for the director's attorneys' fees and related costs to defend the lawsuit, as well as any damages awarded against the director, provided, however, that the director did not breach his or her fiduciary duties to the corporation. In addition to indemnity provisions in the Bylaws, some corporations also enter into indemnity contracts with their directors and officers. The advantage of a written contract is that, unlike a Bylaw provision which usually can be modified by a majority vote of the directors or members, an idemnity agreement, like contracts generally, cannot be changed unless both parties agree. Indemnification is important even in those cases where it is clear that no liability exists, because the cost of defending a lawsuit, even a frivolous lawsuit, can be quite high.

Director and Officers Liability Insurance

Local User Groups would be well-advised to discuss with the insurance broker the advantage of obtaining so-called Directors and Officers (or "D& O") Liability Insurance. This type of coverage, which is not provided in most general comprehensive liability policies, provides insurance against claims against directors and officers, and covers the costs of attorneys and other defense costs, as well as the amount of any covered damages.


Accounting and Reporting Requirements

Adequate accounting records are essential to establish that a nonprofit corporation has operated in a manner that consist with its stated purposes. In many states, nonprofit corporations must file annual reports with the Attorney General or other state officials. Some states insulate directors from liability if their conduct was predicted on good faith upon written financial data prepared by independent certified public accountants. In order to assure that all accounting and reporting requirements are satisfied, it is important to engage an accountant with experience handling affairs of nonprofit corporations.

Federal and State Tax Aspects Many people erroneously assume that the terms "nonprofit" and "tax-exempt" are synonymous. They are not. In fact, under current federal tax guidelines, Local User Groups which choose to incorporate will be subject to federal income tax and thus be required to file returns. Tax exemption, for federal income tax purposes, generally is available only for charitable organizations. For the same reasons, membership due and other contributions paid to a Local User Group are not tax-deductible as charitable contributions (although membership dues may be deductible as a business-related deduction).

Many states also impose corporate income tax. The extent, if any, to which a Local User Group may be subject to state income tax depends on the state in which the User Group is incorporated.

In addition to federal and state income taxes, Local Usr Groups (whether or not incorporated) may be subject to employee-related taxes (social security, unemployment, payroll, etc.), and state and local sales, use, and property taxes. Your accountant can provide more information about these tax issues.


Other Operational Issues In addition to the foregoing issues, the following issues may need to be addressed by Local User Groups:

Insurance - Local User Groups should consult with a local insurance broker to obtain information on comprehensive liability insurance. If the Local User group has employees, state law may require the corporation to carry workers' compensation insurance. If the User Group rents office space or owns personal property, the insurance broker should also be consulted about obtaining renter's liability and property insurance.

Employment Issues - If the Local User Group engages employees (whether or not I is incorporated), it will be subject to a plethora of federal, state, and possible local labor laws and regulations, including minimum wage laws. Employers are also required to post a number of notices regarding employees' rights, wage laws, and similar topics. Also, as indicated above, an employer generally is required by most states to maintain workers' compensation insurance covering its employees against on-the-job injuries. Finally, employers generally will be required to withhold income, social security, and other taxes from wages paid to employees.

State and Local Licenses - Some states, and many cities, counties, and other municipal agencies impose business or other license or permit requirements. Lawyers and accountants usually are the best source of information about these requirements.

Summary The discussion above is intended only as a general outline of some of the issues elating to the incorporation of Local User Groups. On balance, International Sybase User Group, Inc. encourages Local User Groups to incorporate. If you require additional information or need a referral to an attorney in your area with expertise on legal issues affecting nonprofit corporations, you may call or write ISUG's attorney:

David V. Otterson, Crosby, Heafey, Roach & May Professional Corporation, 1999 Harrison Street, Oakland, California 94612, (510) 763-2000.


5.0 OPERATIONS OF A SYBASE USER GROUP

Banking If you collect funds, it is advisable that you open a separate checking account under your organizations registered name. In California, a business checking account requires that you have a registered name and Federal Tax ID number. The Fed Tax ID is easily obtained. Contact your local IRS office and ask that a form to register as a non-profit organization be sent. Fax or mail that form in, the IRS should be able to give a Fed Tax ID over the phone at this point (even before they receive your documentation).

The ISUG recommends that you contact a Certified Public Accountant (CPA) for advice.

Finance This can be one of the most complex and critical matters that a local group must resolve. In most cases, Sybase Inc. has been very cooperative covering expenses for initial meetings but, at some point, they desire that the group become financially autonomous.

Local groups should account for their finances as though the group were actually in business. At a minimum, the group's treasurer should publish an income statement and supporting documents to the group at a regular meeting. The income statement should list revenue, operating expenses, general and administrative expenses, and provide an ending balance. In general terms, it is far better to disclose financial activity on a regular basis rather than face possible embarrassing questions about fiscal management by members who may not be fully informed about account status.

The local users group founding committee should consider obtaining legal and accounting advice when establishing the business infrastructure for their group. Contact your CPA.


Group Insurance To be added at a later date.

Membership Dues There are three models for possible sources of funds:

Annual Dues Model - Any dues should be agreed to and ratified by the membership of a local group. Many groups have a two tier dues structure: an annual fee for individuals, and a fee for corporate groups. The latter of these fees is actually a discounted price on a volume of memberships. For instance, with an individual fee of $25.00, a corporate fee for ten members might be $200.00.

A No Dues Model - Other groups might opt to avoid the collection of dues and set up their organization in a pay-as-you-go model. This might establish a small subscription fee for the newsletter with a fee paid at the door for each regular meeting or training session. Whichever model is selected, it should be clearly documented in the group's bylaws.

An advertisement/Exhibition Model - other groups sell advertisements in their newsletters and/or exhibit space at "vendor fairs" held in conjunction with user group meetings. This model has the advantage of removing the financial burden of user group operations from the membership. However, it relies on establishing a network of vendors and consultants willing to participate.

Taxes If you collect funds, it is advisable that you open a separate checking account under your organization. In California a business checking account requires that you have a Federal Tax ID number. The Fed Tax ID number is simple to get. Contact your local IRS office and ask that a form to register as a non-profit organization be sent to, fax or mail that form in, the IRS should be able to give a Fed Tax ID over the phone at this point (even before they receive your documentation).


Reporting Reporting is generally done yearly as in the form of an Income Statement or Balance Sheet. This should be published either "audited" or "unaudited" yearly.

Reporting to the ISUG is also an important task for those Local User Groups and Special Interest Groups who want to remain 'Chartered' LUGs or SIGs. This is done yearly, to include your ISUG member status or update, any contact changes or changes to the board, etc. See the ISUG Chartered LUG Application Form in the User Group section of www.isug.com.


6.0 CONTACT INFORMATION

ISUG Sybase Contact Aline MartinUser Group MarketingOne Sybase DriveDublin, CA 94568Telephone: (925) 236-7525Email: [email protected]

ISUG Board of Directors Please see the current listing of the Board of Directors in the "Contact ISUG" section at www.isug.com.

ISUG Steering Committee

ISUG Local User Groups Please see the current listing of Local User Groups in the "User Group" section at www.isug.com.

ISUG Special Interest Groups Please see the current listing of Special Interest Groups in the "User Group" section at www.isug.com.


7.0 AVAILABLE FORMS

Location of Forms and Examples Various forms and example documents are available in the User Group section at www.isug.com.

Available Forms The following forms are available:

ISUG Logo Agreement ISUG LUG/SIG Registration ISUG Chartered LUG Application ISUG Enhancement Request (at

www.isug.com/cgi-bin/ISUG2/submit_enhancement)

ISUG Membership Form (at www.isug.com/ISUG2/MemApp.html)

ISUG Partner Membership Form (at www.isug.com/ISUG2/Partner_Application.html)

Available Example Documents The following documents are available to use as examples:

ISUG Bylaws ISUG Nomination Form ISUG Ballot ISUG Enhancements Process LUG/SIG Membership



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