Bylaws – Allegro User Group

Article I – Name and Charter

1. This organization shall be called the Allegro User Group. In these bylaws, it is referred to as the AUG.
2. The charter of the AUG is as follows:
As an independent, user-run organization, the AUG strives to ensure that members maximize the value accrued from their investments in Allegro software by:

a. Providing a forum for sharing of information and resources with regard to Allegro use,
b. Facilitating communications among users of Allegro products,
c. Providing Allegro with collective views and perspectives that can help Allegro as it moves forward in further development of its software and services.

3. As Allegro users, members can benefit from active participation in the AUG in several key ways:

a. Sharing information, methods and alternatives, in pursuit of best practice business processes with regards to Allegro products,
b. Sharing technology architecture and add-in development experiences and techniques,
c. Providing a focal point for dissemination of information pertaining to Allegro use,
d. Working together to provide guidance to Allegro Management in prioritization of improvement opportunities and product development directions.

4. Allegro Management recognizes several key benefits from cultivating a strong and sustainable AUG:

a. Provides a focal point for dissemination of information pertaining to Allegro use,
b. Provides a dynamic forum for Allegro customers to develop creative approaches to solve issues which they have encountered in the use of Allegro software,
c. Potential to get customers more meaningfully involved in providing feedback on future directions and improvements in Allegro software.

Article II – Purpose

1. The AUG is organized and will be operated exclusively for educational and scientific purposes to promote the following:

a. Increased knowledge of Allegro software,
b. A means of communication between customers having an interest in Allegro software,
c. Provide feedback in the design, development and applications of Allegro software.

2. The activities of the AUG will include the following:

a. Collecting and disseminating Allegro-related information to membership,
b. Organizing meetings, discussion groups, and workshops.
c. The AUG is chartered by the Council. The AUG is formed and will operate under the guidance of the Council, with minimal assistance from Allegro (see Article IV).

Article III – Membership

1. Membership in the AUG shall be open to all companies that are Allegro customers in good financial standing and have a valid services and support agreement with Allegro. The Council retains the right on behalf of the AUG to approve or reject membership based on the information as provided by Allegro.
2. Membership shall be open to all Allegro customer companies and their employee representatives only. Contractor membership will require sponsorship by an existing AUG Customer and shall be subject to Council and Allegro approval.
3. Members shall comply and are bound by the existing nondisclosure agreement (NDA) currently in place between Allegro and the member’s company. In the event that an NDA is not in place, the applying member will complete a standard Allegro NDA as a requirement for AUG membership.
4. Members shall conduct themselves in a professional manner. Unsatisfactory behavior as deemed by the Council may result in expulsion from the AUG.
5. Contractor’s participation in AUG events. Contractor members recognize the purpose of the AUG is to promote sharing of ideas for how to best use the Allegro application. Accordingly, Contractor members acknowledge that active solicitation of regular members during gatherings is at best a distraction to the overall collaboration. Accordingly, solicitation of AUG members during AUG member activities is strictly prohibited and any occurrence will mean immediate expulsion from the AUG.
6. Contractor membership will be reviewed bi-annually to ensure that the contractor is still actively working with the sponsored company.
7. If several users from one company location are members of the AUG, the customer company will designate one individual to be responsible for keeping the AUG updated on changes in users, contact information, etc.
8. Voting membership in the AUG shall be limited to the Council, although input from all users and Allegro will be solicited.

Article IV – Council / Officers

1. There is a requirement that the AUG be governed by a Council. The AUG is formed and will operate under the guidance of the Council, with minimal assistance from Allegro.
2. Council vacancies shall be identified at the last AUG meeting each year. Members interested in participating on the Council will express their interest to the AUG. A general election will be conducted and new Council members will be elected by a plurality of the votes cast by members of the AUG.
3. The Council shall consist of a minimum of 3 and maximum of 6 Allegro customers, representing a diverse mix of energy industry participants. All Council member companies shall:

a. Be in good financial standing with Allegro,
b. Have demonstrated previous support of the AUG (by attending meetings, providing liaisons, sponsorships, hosting meetings, etc.),
c. Have an ongoing services and support contract with Allegro.

4. Allegro will have a minimum of 1 and maximum of 2 representatives on the Council.
5. The Chair of the AUG shall be elected from the Council. The Chair may not be an Allegro representative. Other officers may also be established as needed (Secretary/Treasurer, Communications Officer, etc.).
6. No member may serve in the office of Chair for more than three consecutive years. Exceptions to this rule are at the discretion of the Council.

Article V – Duties of Council / Officers

1. The Council will act as the main communications conduit to Allegro management on behalf of the AUG membership. The responsibilities of the Council include:

1. Setting meeting agendas
2. Driving registration programs
3. Accepting/ Rejecting applications for membership
4. Monitoring adherence to bylaws
5. Conducting communications with membership
6. Managing AUG Web site content

Article VI – Meetings

1. Meetings shall be held as planned by the Council. The AUG shall hold meetings only in places that are open and accessible to all members of the AUG.
2. The last meeting of the program year will contain an annual business update with updates/status reports from the Council. In addition, election of officers will be held.
3. Electronic notices of all meetings and meeting agendas shall be distributed to all members at least two weeks prior to any meeting.

Article VII – AUG Web Site

1. The AUG shall have a Web site, accessible through the following URL: https://dalkbase01.allegrodevelopment.com/kb/
2. Allegro users wishing to apply for membership shall complete a membership application and registration via the Web site.
3. Allegro will participate in the role of Webmaster, updating the Web site and sending out email blasts and other communiqués to members and prospective members on behalf of the Council and at their direction.
4. The Council shall retain responsibility for content on the Web site and any email correspondence.

Article VIII – Amendment and Council Voting Procedures

1. All proposed amendments to the AUG bylaws shall be approved by a unanimous vote of the Council (including the council member representing Allegro).
2. No official business of the Council shall be conducted unless a quorum is present. A quorum of the Council shall be defined as at least 50% percent of the non-Allegro Council members.
3. A simple majority of the Council voting members present shall be required to carry any motion that does not amend the bylaws.

Article IX – Dissolution of the Chapter

1. Should the AUG be dissolved, its assets and liabilities shall be transferred to Allegro and shall be supervised by the Chair of the Council.

Article X – Anti-Trust

The AUG shall observe anti-trust policies. Membership in the AUG is entirely legal and appropriate. However, users must be sensitive to the restrictions of anti-trust laws, which prohibit certain discussions about pricing or other issues that may constitute a restraint of trade. Violations of antitrust laws may result in both criminal and civil penalties.

If at any time a user feels uncomfortable with the discussion as it relates to the anti-trust policy, the user is encouraged to raise such an objection or leave the room.

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