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CAPITAL PC USER GROUP, INC.
(A Maryland Corporation)

CONSTITUTION

ARTICLE 1: NAME

The name of this organization shall be CAPITAL PC USER GROUP,
Inc., hereafter referred to as the "CPCUG".

ARTICLE 2: PURPOSE

Section 1. The purposes of the CPCUG are as follows:

a. To provide a forum for members of the
personal computer community for their mutual
benefit and increased understanding and
utilization of the personal computer.

b. To encourage experimentation and research in
the current and potential uses of the personal
computer.

c. To provide an opportunity for all users of
the personal computer to exchange ideas, knowledge
and experience for the enrichment of all
concerned.

d. To provide an opportunity for both formal and
informal education in computer applications,
hardware, and software technologies.

e. To provide a medium of communication with user
groups in other areas (location and orientation).

f. To provide an opportunity for the formation of
special interest groups.

g. To provide a medium for the exchange of public
domain and contributed software. The illegal
copying, use, or distribution of software will
not be condoned.

h. To assist members in acquiring computer hardware
and software.

i. To promote the effective interchange of ideas
between members and vendors of IBM and compatible
PC hardware and software.

ARTICLE 3: MEMBERSHIP

Section 1. Membership in the CPCUG shall not be denied to
anyone based upon race, creed, sex, or religion.

Section 2. Membership in this organization is open to anyone
interested in the IBM or compatible PC. Ownership of
an IBM or compatible PC is not a prerequisite for
membership.

ARTICLE 4: RIGHTS OF MEMBERSHIP

Section 1. Each member is entitled to a membership card
which authorizes his or her participation in activities
reserved to members of the CPCUG as defined by the
Board of Directors.

Section 2. Each member is entitled to one copy of the
CPCUG's publication(s) as issued.

Section 3. Each member is entitled to cast one vote in any
election or CPCUG activity that requires general
membership approval.

ARTICLE 5: DUES

Section 1. Dues shall be collected annually from members as
specified in the Bylaws.

ARTICLE 6: OFFICERS

Section 1. Officers of the CPCUG shall consist of the following:

a. President

b. 1st Vice President

c. Regional Vice President(s)

d. Secretary

e. Treasurer

Section 2. The term of office for all officers is one year,
commencing March 1.

Section 3. With the concurrence of the Board of Directors,
the officers shall execute the daily business of the
CPCUG as provided in the Bylaws.

ARTICLE 7: BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the following
individuals:

a. All officers of the CPCUG,

b. Chairmen of the Special Interest Groups as
defined in the CPCUG Bylaws,

c. Immediate Past President,

d. Other persons as designated by the Board of
Directors.

Section 2. In all Board of Directors decisions, each individual
member shall cast one vote.

ARTICLE 8: GENERAL MEETINGS

Section 1. General meetings shall be held monthly or as
directed by the Board of Directors.

Section 2. The number of general meetings held shall be
determined by the Board of Directors.

Section 3. Persons eligible to attend the general meetings shall
be determined by the Board of Directors.

ARTICLE 9: BOARD OF DIRECTORS MEETINGS

Section 1. Board of Directors meetings shall be held monthly or
as directed by the Board of Directors.

ARTICLE 10: ELECTIONS

Section 1. General elections for CPCUG officers shall be held
annually.

Section 2. Elections shall be conducted according to the CPCUG
Bylaws.

Section 3. Candidates for office shall be CPCUG members in
good standing.

ARTICLE 11: FISCAL CONSIDERATIONS

Section 1. The CPCUG shall be a not-for-profit organization
according to Section 501C4, Social Welfare, of federal law.

Section 2. An independent audit of the CPCUG's financial
records shall be made annually by individuals designated by
the Board of Directors.

Section 3. In the event of the dissolution of the CPCUG, all
assets shall be transferred in accordance with
applicable U.S. Code and Maryland state law.

ARTICLE 12: STANDING RULES

Section 1. Any rules for the general government of the
CPCUG not specifically covered in the foregoing articles
shall be set forth in the Bylaws.

Section 2. No Bylaws or other rules of the CPCUG shall take
precedence over this Constitution.

ARTICLE 13: CONFLICT OF INTEREST

Section 1. No member of the Board of Directors may accept
any pay for serving as a member of the Board of Directors.

Section 2. The terms of any financial agreement between the
CPCUG and a current member of the Board of Directors,
or a person who has served on the Board of Directors
within the year prior to the agreement, or a candidate for
election or appointment to the Board of Directors
must be must be fully disclosed to the general membership.

Section 3. Any member of the Board of Directors who has a
material interest in an issue being decided by the
Board of Directors may not vote on questions related
to that issue.

ARTICLE 14: AMENDMENTS

Section 1. A general or special meeting shall be called by the
Board of Directors for the purpose of amending this
Constitution. An official mail ballot, when author-
ized and approved by the Board of Directors, shall
constitute a special meeting for the purpose of
amending this Constitution or the CPCUG Bylaws.

Section 2. Each general member may cast one vote on the
proposed amendments.

Section 3. This Constitution may be amended only by a
two-thirds vote of those present and voting at the meeting
designated in Section 1 of this Article.

Section 4. Notice of proposed amendments must be
published to all general members prior to the meeting
designated in Section 1 of this Article.

ARTICLE 15: VALIDITY

Section 1. The invalidity of any part of this Constitution shall
not impair or otherwise affect in any manner the
validity, enforceability, or intent of the balance of
this Constitution.

ARTICLE 16: RATIFICATION OF CONSTITUTION AND BYLAWS

Section 1. A general or special meeting shall be called
by theBoard of Directors for the purpose of ratifying this
Constitution and/or the CPCUG Bylaws. An official
mail ballot, when authorized and approved by the
Board of Directors, shall constitute a special meeting
for the purpose of ratifying this Constitution or the
CPCUG Bylaws.

Section 2. The proposed Constitution and/or Bylaws shall be
published and distributed to the CPCUG general
membership prior to the meeting designated in Section
1 of this Article.

Section 3. This Constitution and/or the CPCUG Bylaws
shall be ratified only by a majority vote of all eligible
members present and voting at the meeting designated
in Section 1 of this Article.

Adopted: ______________________________President

_____________________________________Secretary

Date: ______________________________________________

CAPITAL PC USER GROUP, INC.
(A Maryland Corporation)

BYLAWS

The CAPITAL PC USER GROUP, INC. shall be referred to as the
"CPCUG".

ARTICLE 1: MEMBERSHIP

Section 1. Membership is restricted to individuals only.
Companies, corporations, etc. cannot be enrolled as
members of the CPCUG.

Section 2. With the exception of the voting privilege,
membership privileges of the individual enrolled as a
member of the CPCUG extend to the members of his or
her immediate family.

ARTICLE 2. DUES

Section 1. Annual dues for regular memberhip shall be set
by theBoard of Directors.

Section 2. The name of any CPCUG member who has not paid
his or her yearly dues within 45 days of the due date shall
be removed from the general membership roster.

ARTICLE 3: OFFICERS

Section 1. All officers shall be elected from the general
membership according to the procedures set forth in
Article 11 of the Bylaws.

Section 2. General responsibilities of CPCUG officers are to:

a. Conduct day-to-day CPCUG business,

b. Preserve the assets of the CPCUG.

Section 3. Specific duties of CPCUG officers are as follows:

a. The President shall:

1. Serve as the chief executive officer of the
CPCUG,

2. Be responsible for the general conduct of the
CPCUG.

3. Conduct all Board of Directors meetings and
other special meetings as called by the Board
of Directors,

4. Appoint directors as required,

5. Designate committees and appoint committee
chairmen as required,

6. Call Executive Committee meetings.

b. The 1st Vice President shall:

1. Serve in place of the President in his
absence,

2. Serve as President for the remainder of the
President's term if the office of the
President is vacated,

3. Serve as the central administrator for
managing all activities associated with a
CPCUG office,

4. Manage the activities of the Special Interest
Groups to include monitoring their status
within the CPCUG. (See Article 5.)

c. The Regional Vice President(s) shall:

1. Be responsible for coordinating and
conducting monthly meetings and other
periodic activities within their region as
sanctioned by the Board of Directors,

2. Coordinate with CPCUG directors (see Article
6) to ensure that members of the region are
afforded the opportunity to fully participate
in all CPCUG activities,

d. The Secretary shall:

1. Maintain records of CPCUG business,

2. Document decisions made by the Board of
Directors,

3. Notify appropriate members of scheduled
meetings.

e. The Treasurer shall:

1. Maintain accurate financial records of the
CPCUG .. records shall include all receipts
and disbursements for the CPCUG,

2. Ensure that an independent audit of the CPCUG
is conducted annually,

3. Reimburse members for general CPCUG expenses
and capital expenditures,

4. Publish an annual financial report of the CPCUG,

5. Provide financial reports of the CPCUG to the
Board of Directors at least quarterly,

6. Conduct an annual inventory of capital assets.

Section 4. Removal of an officer from his or her elected
position can be accomplished by a two-thirds majority vote
of the Board of Directors. The officer in question has
the right to present a case for consideration and
final resolution by the general membership. Notice
of these proceedings shall be given at least thirty
days in advance.

ARTICLE 4: BOARD OF DIRECTORS

Section 1. General duties and responsibilities of the Board
of Directors include:

a. Establish policy for the CPCUG,

b. Approve the CPCUG budget,

c. Make public any oral or written communication on
behalf of the CPCUG,

d. Sponsor meetings in the name of the CPCUG.

Section 2. Specific duties of the Board of Directors include:

a. Establish the amount of membership dues,

b. Recognize, approve, and facilitate the formation
of new Special Interest Groups,

c. Confirm the President's appointments of directors
and committee chairmen,

d. Establish new offices for regional Vice-
Presidents as required,

e. Appoint officers to fill unexpired terms of
office whenever the office becomes vacant.

f. Recommend officers for removal from their elected
positions.

g. Remove officers from their elected positions by a
two-thirds majority vote of those present and
voting.

Section 3. The following guidelines shall apply to Board of
Directors meetings:

a. Regular meetings shall be held monthly or as
otherwise determined by the Board,

b. All members of the Board of Directors will be
notified of the time and place of Board meetings
at least five working days prior to the meetings
unless meetings are scheduled for the same time
and place each month,

c. Special meetings may be held at the request of
any four members of the Board. Notification
requirements as in Section 3b remain in effect.

d. Upon majority consent of the Board members, an
emergency meeting can be called without advanced
notice.

Section 4. If the CPCUG general membership has not
adopted an official position on a CPCUG matter, any
public statement or position held by the Board of Directors
shall be clearly labeled as that of the Board alone.

ARTICLE 5. SPECIAL INTEREST GROUPS (SIGs)

Section 1. Special Interest Groups (SIGs) are formed to
support the purposes of the CPCUG in a specific area of
interest which has not already been addressed or
which needs greater emphasis.

Section 2. Membership in SIGs is open to all members of the
CPCUG.

Section 3. A SIG chairman is chosen from members of the SIG.
Specific duties and responsibilities of the SIG
chairman include:

a. Presenting the appropriate documentation to the
Board of Directors so that the Board may formally
recognize the SIG, (See Section 4 below.)

b. Attending Board of Directors meetings or sending a
representative in his or her place .. the SIG
chairman will present a report of SIG activities
at the meeting.

c. Maintaining an up-to-date roster of active SIG
members.

Section 4. A SIG becomes a recognized unit within
the CPCUG when the following takes place:

a. A meeting is held to discuss the formation of the
SIG .. all interested parties are invited,

b. The following documentation is presented to the
Board of Directors;

1. A SIG charter which includes;

a. An outline of the purposes, interests,
and activities of the proposed SIG,

b. Identification of the SIG chairman,

c. An estimate and analysis of any expenses
or anticipated revenue associated with
the activities of the SIG,

2. A description of the SIG for the CPCUG
newsletter,

c. The Board of Directors votes and formally
recognizes the SIG.

Section 5. In order for a SIG to maintain its status as a
recognized SIG and keep its membership on the Board
of Directors, the following is required:

a. The SIG chairman must submit SIG membership
rosters at least annually,

b. The SIG chairman or a designated representative
must attend more than half of the Board of
Directors meetings during the course of each year,

c. The SIG must perform one of the following
functions during the course of each year;

1. Give a presentation at the regional meetings,

2. Provide an article for the CPCUG newsletter,

3. Conduct a training seminar.

ARTICLE 6. DIRECTORS

Section 1. Subject to confirmation by the Board of Directors,
the President shall appoint the following directors:

a. Program Director

b. Buying Group Director

c. Education and Training Director

d. Membership Director

e. Vendor Relations Director

f. Editor

g. Public Domain Software Library Director

Section 2. The President may appoint additional directors for
particular tasks subject to the approval of the Board
of Directors.

Section 3. Directors serve at the pleasure of the Board of
Directors.

Section 4. Duties and responsibilities of the directors shall be
defined by the Board of Directors.

ARTICLE 7. COMMITTEES

Section 1. The President shall designate committees for short
term projects.

Section 2. Subject to confirmation by the Board of Directors,
the President shall appoint committee chairmen.

Section 3. Duties and responsibilities of the committees are
defined by the President.

ARTICLE 8. EXECUTIVE COMMITTEE

Section 1. The Executive Committee is composed of all CPCUG
officers.

Section 2. The President may call meetings of the Executive
Committee to handle day-to-day CPCUG business and
discuss issues prior to presentation at the Board of
Directors meetings.

ARTICLE 9. QUORUM

Section 1. A quorum of the Board of Directors shall consist of
the Board members present at the Board meetings.

Section 2. At any general meeting, the general members present
shall constitute a quorum.

ARTICLE 10. PARLIAMENTARY CONDUCT

Section 1. Unless otherwise specified, Roberts Rules of Order,
Newly Revised, shall govern the procedures of the
CPCUG for all CPCUG meetings.

ARTICLE 11. ELECTIONS

Section 1. Elections shall be held for CPCUG officer positions
during the month of February.

Section 2. Elections to office shall be by popular vote.

Section 3. Elections shall be by ballot distributed to all
general members.

Section 4. Each member in good standing may cast one vote.

ARTICLE 12. FINANCIAL MANAGEMENT

Section 1. The fiscal year of the CPCUG shall commence March 1
and end on the last day of February.

Section 2. All CPCUG activities that conduct regular financial
transactions shall operate within a budget approved
by the Board of Directors.

Section 3. All CPCUG activities that independently manage their
finances shall provide the Treasurer the following:

a. A monthly financial statement,

b. A proposed budget of anticipated income and
expenditures on a quarterly basis.

Section 3. All capital asset purchases exceeding $50 must be
approved, in writing, by at least two CPCUG officers.

Section 4. General CPCUG expenses shall be reimbursed by the
Treasurer. Receipts for expenses exceeding $25 must
be provided.

Section 5. Profits that accrue to the CPCUG shall be used in the
public interest.

Section 6. A financial statement disclosing the fiscal
condition of the CPCUG shall be published during the first
four months of each fiscal year.

ARTICLE 13. AMENDMENTS

Section 1. A general or special meeting shall be called by
the Board of Directors for the purpose of amending these
Bylaws. An official mail ballot, when authorized and
approved by the Board of Directors, shall constitute
a special meeting for the purpose of amending these Bylaws.

Section 2. All general members may cast one vote on the
proposed amendments.

Section 3. These Bylaws shall be amended only by a two-thirds
vote of those present and voting at the meeting designated in
Section 1 of this Article.

Section 4. Notice of proposed amendments must be published to
all general members prior to the meeting designated in Section
1 of this Article.

Adopted: _________________________________President

________________________________________Secretary

Date: ______________________________________________

Capital PC User Group, Inc.
Mail: 19209 Mt. Airey Road, Brookeville, MD 20833
Phone: (301) 762-9372; fax: (301) 762-9375; E-mail

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June 7, 1999