Bylaws of the Configuration Workgroup

About CWG

ARTICLE 1: NAME
- 1.0 The name of the organization: Is the Configuration Workgroup e.V., referred to hereinafter as "CWG".

ARTICLE 2: PURPOSE
- 2.0 The Mission of CWG is to:
  - 2.0.1 To advance the effective utilization of product configuration software developed and marketed by SAP by promoting the interchange and dissemination of information of mutual interest and value.
  - 2.0.2 To provide a forum for mutual education and exchange of ideas and information among members and promote sound and professional SAP product configuration systems usage and best practices.
  - 2.0.3 To influence the direction of development activities, products, policies and services of SAP and related vendors in th interest of all members to meet user requirements.

ARTICLE 3: MEMBERSHIP
- 3.0 General:
  - 3.0.1 Members are invited to take an active interest in CWG by participating in educational events, Conferences, CWG Focus Groups, Chapter meetings and other events, as otherwise permitted by the Board of Directors.
  - 3.0.2 All membership fees, dues and assessments and the time of payment thereof shall be established by a majority vote of the Board of Directors. Such amounts must be timely paid to obtain or retain membership status.
- 3.1 Categories of Membership:
  - 3.1.1 Member Companies: Companies, Institutions and Governmental Organizations, from any country, which have a current license for SAP product configuration software along with an individual SAP customer number, and companies (partners), from any country, for whom a sizable portion of their business consists of assisting companies with current licenses for SAP product configuration software in implementing that software. The precise definition of a Member Company will be determined by the Board of Directors from time to time as technology and the SAP product line changes.
  - 3.1.2 Member: Members must be employees of member companies. Members will receive all official CWG communications.
  - 3.1.3 Attendees: Any individual who, under approved CWG policy, is permitted to attend a CWG function.
- 3.2Application for Membership: An SAP licensee, SAP Partner, company or organization desiring to become a member shall complete and submit a membership application. Applications shall be processed in accordance with CWG Bylaws and CWG policies and procedures. Acceptance of membership is the responsibility of the Board of Directors in accordance with these Bylaws or applicable CWG policy.
- 3.3 Obligations of All Members:
  - 3.3.1 All Members shall be expected to abide by these Bylaws and the policies of the CWG. Members are encouraged to attend CWG meetings regularly to participate in the work of the CWG, to respond to CWG communications, to exchange information with other members and to meet the financial obligations associated with CWG membership.
  - 3.3.2 All Members shall hold the CWG harmless from any action of representatives, delegates, attendees or speakers at, or related to, any CWG function and from any actions of CWG agents or contractors.
  - 3.3.3 All members shall conduct themselves and their activities in a professional manner marked by integrity and a spirit of fair play.
  - 3.3.4 No member shall represent themselves as a spokesperson of the CWG to the press or to any other outside organization except as approved by the Board of Directors.
  - 3.3.5 Members shall respect all communication designated as confidential by SAP or the CWG and shall not record, distribute, publish or interpret this communication without the explicit written permission of SAP, if it is designated as confidential by SAP, or the CWG, if it is designated as confidential by the CWG. It will be the responsibility of the contributors of communication to determine which of their communications is to be considered CWG confidential.
  - 3.3.6 No member shall engage in any activity as it relates to CWG membership which would violate the proprietary rights of their employers, the CWG or any other person or organization.
  - 3.3.7 No member shall engage in any sales activity, including direct or indirect solicitation, or conduct any other activity, contrary to the purposes and policies of the CWG. Use of the Membership List for non CWG-related sales or personal activities shall be grounds for immediate expulsion.
- 3.4 Rights of Members:
  - 3.4.1 Voting: Each Member may exercise their right to vote for members of the Board of Directors, the Board of Directors’ Officers, and ratifications or alterations to the Bylaws, as well as any ad hoc voting initiatives put forth by the Board of Directors. All voting will be one vote per Member..
  - 3.4.2 Election of the Board of Directors: Current employees of Member Companies (as defined in Article 3, Section 3.1, Paragraph 3.1.1) are eligible for nomination and election as Directors or Officers of the CWG.
  - 3.4.3 Official Notices of the CWG: Members are entitled to receive copies of official notices of the CWG as determined by the Board of Directors.
  - 3.4.4 Liabilities: The Member shall not be liable for the debts or obligations of the CWG. No Member shall receive compensation for services rendered to the CWG except as otherwise approved by the Board of Directors; however, a Member may be reimbursed for expenses reasonably incurred on behalf of the CWG if approved by the Board Directors.
- 3.5 Resignations: Any Member may resign at any time. Written notification of resignation shall not relieve the resigning Member from the payment of dues for the current year, nor entitle the Member to a rebate of dues paid. The resignation may take effect immediately or upon a later date if such is specified in the letter of resignation.
- 3.6 Suspension or Expulsion: Any Member or Company whose conduct shall be deemed detrimental to the best interest of the CWG, or who shall violate these Bylaws or CWG policies and regulations, may be suspended or expelled by a majority vote of the Board of Directors. When such action is taken, the Member or Member Company shall be entitled to receive specific charges in writing from the Board of Directors and shall, if desired, be afforded an opportunity for a hearing before the Board of Directors or a special committee selected by the President for this purpose. When a Member or Member Company is suspended or expelled the Member or Member Company may petition the Board of Directors for reinstatement, which may be granted after a period of time or upon conditions deemed appropriate by the Board of Directors.
- 3.7 Reinstatement of Membership: Any former member may apply for reinstatement if they qualify for membership in accordance with the Bylaws and CWG policies. Application for reinstatement shall be made to the Board of Directors and shall be granted at their discretion.
- 3.8 CWG CHAPTERS
- 3.8.1Mission of CWG Chapters: The goals and objectives of the local or special interest CWG Chapters will be the same as defined in ARTICLE 2. Each Chapter may adopt additional local or special interest objectives, but at a minimum must follow the mission of the Configuration Workgroup.
- 3.8.2Chapter Leadership: Each CWG Chapter will elect a Chairperson and Secretary from the CWG Chapter Members who may serve for a one year term and will maintain the membership roles for the Chapter, provide leadership similar to the CWG President and Secretary and direct actions of the Chapter.
  - 3.8.2.1 The Chapter Leadership will be required to execute a Non Disclosure Agreement that they will not use the CWG Chapter membership list for any other non Chapter related purposes.
- 3.8.3 Chapter Geographic Definition: With approval from the CWG Chapter Committee, the CWG Chapter will define its area of influence and for the convenience of its membership.
- 3.8.4 Chapter Membership: Each CWG Chapter may accept or invite non CWG members to (1) attend meetings, seminars, webinars or Chapter conferences for one meeting with the purpose to have that Company or individual join the CWG main body and CWG Chapter or (2) for presentations to the Chapter, however, the CWG Chapter must be comprised of only CWG Member Companies and CWG Members after attending one meeting.
  - 3.8.4.1 The Chapter Secretary will provide updated Chapter member lists to the CWG Secretary and Chairperson of the CWG Membership and CWG Chapter committees at least two times a year.
  - 3.8.4.2 The Configuration Workgroup will provide a localized (based on the geographic definition) CWG membership list to the CWG Chapter Chairperson and Chapter Secretary for exclusive purposes of contacting members in the area. Other use of the member list is forbidden.
- 3.8.5Chapter Bylaws: Each CWG Chapter will have the same purpose as the CWG main body and follow the Configuration Workgroup bylaws. The Chapter may adopt additional bylaws for its own local membership as long as these additional bylaws do not conflict with the main body CWG.
- 3.8.6 Chapter Support by CWG: Each Chapter will be organized locally with support from the main body Configuration Workgroup for announcing events on the CWG website and providing for Chapter oriented information made available to the general public.
  - 3.8.6.1 The Configuration Workgroup will provide no funding of a CWG Chapter unless approved by the Board of Directors.

ARTICLE 4: STRUCTURE
- 4.0 General: The Board of Directors shall be comprised of the Officers (per Article 5 of these bylaws) and Directors-At- Large. All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly provided by law in the country of incorporation, the Certificate of Incorporation, or by these Bylaws, but the Directors shall act only as a Board and the individual Directors shall have no power as such. Among such powers are:
  - 4.0.1 Development, determination and execution of CWG policy.
  - 4.0.2 Interpretation and implementation of member or Board decisions.
  - 4.0.3 Approval of the CWG Budget/Annual Business Plan: And the designation of an independent certified public accounting firm to audit the CWG's financial records and to prepare all necessary tax returns and audited financial statements, as required by the country of incorporation.
  - 4.0.4 Approval of use of the CWG name, logo, or likenesses: In whole or in part, by other organizations.
  - 4.0.5 Retention of management and staff services: As needed to assist in the day- to-day business operations and permit preparation of all necessary tax returns and financial statements as required and to assume any duties necessary for the conduct of CWG business as determined by the Board of Directors.
  - 4.0.6 Establishment of the various membership and registration fees, subscription rates, and assessments if any.
  - 4.0.7 Establishment of procedures: For the administration and disbursement of funds.
  - 4.0.8 Determination of the disposition of applications: For establishing CWG Groups and Chapters, and encouragement of CWG Group and Chapter development and activity.
  - 4.0.9 All other powers: Which are customarily exercised by a Board of Directors.
  - 4.0.10 Any Director may resign: At any time by submitting written resignation to the Board of Directors. The resignation may take effect immediately or upon a later date if such is specified in the letter of resignation.
  - 4.0.11 Removal of any Director: By a two-thirds (2/3) vote by the Membership when it is in the best interest of the CWG.
  - 4.0.12 CWG Chapters: CWG local or special interest Chapters may be organized as chartered and authorized by the Board of Directors or as directed by the CWG Chapter Committee Chairperson. Article 3.8 of the CWG Bylaws provides guidance for CWG Chapters.
- 4.1 Composition:
  - 4.1.1 The number of the Board of Directors: Shall be no more than twenty (20), which shall be the President, Vice President, Immediate Past President, Treasurer and Secretary and up to fifteen (15) Directors elected by the Membership. The number of the Board of Directors shall not be less than nine (9).
  - 4.1.2 The Executive Committee of the Board of Directors: Shall consist of President, Vice President, Treasurer, Secretary and the Immediate Past President. The Executive Committee shall manage the affairs of the CWG in between meetings of the Board of Directors and may exercise the authority of the Board; provided that the full Board of Directors may override any decision of the Executive Committee and the Executive Committee may not override any decision of the Board of Directors.
  - 4.1.3 Change of Employment: In the event that an Officer or Director changes employment during their current term of office, to a company that is not a member representative of the CWG in good standing, the Board of Directors may vote to allow that Officer or Director to remain on the Board to complete his or her term of office.
- 4.2 Qualifications: All constituents of the Board of Directors must be current employees or officers of Member Companies, or SAP, during their term of office.
- 4.3 Vacancy in Office: Where vacancy occurs on the Board of Directors, excluding the office of Immediate Past President, the President with concurrence of the Board of Directors may make an appointment to fill the remaining term of that office subject to the following:
  - 4.3.1 Directors thus appointed: Shall for the purpose of interpreting their powers and duties under these Bylaws, be considered Elected Directors.
  - 4.3.2 The office of President, if vacated, shall be filled by the Vice President.
- 4.4 Quorum: A quorum will be composed of at least five (5) Board members; to include two (2) officers and three (3) other voting Board members.
- 4.5 Action by Majority Vote: Except as expressly required by law or these Bylaws, the act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
- 4.6 Policy: The Board of Directors shall from time to time establish, modify or cancel policies governing the membership, committees and actions of the Board of Directors.

ARTICLE 5: OFFICERS
- 5.0 Officers: The Officers of the CWG shall be President, Vice President, Treasurer and Secretary. Representatives of SAP are not eligible for an Officer position.
  - 5.0.1 Responsibilities of the President: Acts as Chairperson of CWG and shall in general supervise and control all of the affairs of the CWG, subject however, to the control of the Board of Directors. The President shall preside over all meetings of the Board of Directors.
  - 5.0.2 Responsibilities of the Vice President: The Vice President shall perform such duties as are assigned by the President from time to time and carry out the responsibilities of the President in the absence of the President.
  - 5.0.3 Responsibilities of the Treasurer: The Treasurer shall serve as the CWG's Chief Financial Officer, provides a vision to the Board on how the CWG will achieve its fiscal goals and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation.
  - 5.0.4 Responsibilities of the Secretary: The Secretary shall be responsible for implementing and maintaining all internal procedures, to include but not limited to management of the membership list.

ARTICLE 6: ELECTIONS
- 6.0 Nominations:
  - 6.0.1 Nominating Committee: The Vice President shall be the Chairperson of the Nominating Committee and shall select its remaining members. In the event the Vice President is not able to serve in this capacity, the President shall select the Chairperson of the Nominating Committee. The Nominating Committee shall consist of at least five (5) members. Any Member is eligible to serve.
  - 6.0.2 All Members are eligible to make nominations to the Committee.
  - 6.0.3 Nominations: shall close not less than sixty (60) days after nominations are opened.
- 6.1Election Procedure: Elections shall be held under the general supervision of the Vice President. The Nominating Committee shall annually nominate candidates for Officer positions and any director-at-large positions and present a slate of candidates to the Members for approval by majority vote. The names of the candidates and a statement from each candidate indicating acceptance of the nomination and willingness to serve, if elected, shall be presented to the Members. If the Members can not approve the slate, an alternative slate will be presented for voting.
  - 6.1.1 Ballots: Should the Board of Directors decide to conduct the election by mail or electronic mail, the Vice President, shall prepare the ballot and establish the necessary procedures for balloting and counting of the ballots. The elected Directors will be announced at the first Conference following the election and to the general membership via an official announcement on the CWG website. .
- 6.2 Terms:
  - 6.2.1 The Vice President: Shall be elected every year with the current Vice President assuming the office of President. The term of the Vice President, in other words, is two years. If the Vice President has assumed the office of President due to a vacancy, he or she may continue in that office through the end of the term to which he or she was elected.
  - 6.2.2 All other Directors and Officers are elected for one (1) year terms.
  - 6.2.3 Directors terms shall commence at a time determined by the outgoing board.

ARTICLE 7: MEETINGS
- 7.0 Conferences: The Board of Directors shall determine the frequency, dates and locations of the Conferences, except that there shall be at least one each year in 2 different locations (as feasible) where they deem there is a significant representation and demand of the total CWG Membership. At the Conferences, the President shall make a report to the membership containing such matters as are deemed important by the President and of interest to the membership.
- 7.1 Board Meetings: The President shall schedule at least two (2) Board meetings per year. Board meetings may be held at other times, at the discretion of the President, provided that at least two (2) weeks’ written notification is given.

ARTICLE 8: AMENDMENT OF BYLAWS
- 8.0 Initiating Amendments:
  - 8.0.1 These bylaws may be altered, amended or repealed and new bylaws may be adopted: By a two thirds (2/3) majority vote of the Board of Directors present at any Conference or Board meeting, provided that at least four (4) weeks’ written notification is given to all members of the board of intention to alter, amend or repeal and to adopt new bylaws. Further, no amendment which reduces the privileges of the Members or Member Companies (as determined by the Board of Directors) may be made without a majority vote received from the Membership conducted by ballot.
  - 8.0.2 If at least 10% of the Members present a petition: Requesting the Board of Directors to initiate a change in the Bylaws, the Board of Directors shall submit the matter to a membership vote at the earliest practical date, but not later than eight (8) months from the date of the petition.

ARTICLE 9: DISSOLUTION
- 9.0 Voting Requirements: The CWG may dissolve if an affirmative vote is received from two-thirds (2/3) of all voting Members.
- 9.1 Disposition of Assets: Upon dissolution or liquidation of this Corporation all liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefore. Remaining assets shall be distributed as determined by the Board of Directors to one or more non-for-profit organizations.

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Bylaws of the Configuration Workgroup