By-Laws

Article I - Name and Charter

1. This organization shall be called the SES Users Group. In these by-laws, it is referred to as the Chapter; however, as the membership grows in geographic coverage, additional chapters will be added.
2. The charter of a Chapter is as follows:
   As an independent, user-run organization, the SunGard Energy Solutions (SES) Users Group strives to ensure that members maximize the value gained from their investments in SES software by:
   1. Providing a forum for sharing experience and knowledge with regard to SES solution use,
   2. Facilitating communications among users of SES products,
   3. Providing SES with collective views, perspectives and guidance that can help SES as it further refines and develops its software and services.
3. As SES users, members can benefit from active participation in the Users Group in several key ways:
   1. Sharing information, methods and alternatives, in pursuit of best practice business processes with regards to SES products,
   2. Sharing technology architecture and add-in development experiences and techniques,
   3. Providing a focal point for dissemination of user-developed information pertaining to SES use.
4. The value for SES is as follows:
   SES Management recognizes several key benefits from cultivating a strong and sustainable Users Group:
   1. Provides a dynamic forum for SES customers to develop creative approaches to solve issues which they have encountered in the use of SES software,
   2. Provides a conduit for customers to become consistently involved in providing feedback representing the needs of the entire user base with regards to future directions and improvements in SES software.

Article II - Purpose

1. The Chapter is organized and will be operated exclusively for educational and scientific purposes to promote the following:
   1. Increased knowledge of SES software,
   2. A means of communication between customers having an interest in SES software,
   3. Provide organized and consistent feedback to SunGard in the design, development and applications of SES software.
2. The activities of this Chapter will include the following:
   1. Collecting and disseminating SES-related information to membership,
   2. Sponsoring meetings, discussion groups, and workshops.
3. The Chapter is chartered by the Council. The Chapter is formed and will operate under the sponsorship of the Council, with minimal assistance from SES (see Article IV).

Article III - Membership

1. Membership in the Chapter shall be open to all companies that are SES customers in good financial standing and have a valid services and support agreement with SES. The Council retains the right on behalf of the Users Group to approve or reject membership based on information as provided by SES.
2. Membership shall be open to all SES customer companies and their permanent employee representatives only. Contract labor, consultants to customer companies, system implementers, other software partners, etc. WILL NOT be granted membership and/or as such cannot participate in the activities of the SES User Group.
3. Members shall comply with and are bound by the existing nondisclosure agreement (NDA) currently in place between SES and the member's company. In the event that an NDA is not in place, the applying member will complete a standard SES NDA as a requirement for Users Group membership.
4. Members will be responsible for protecting their own confidential company information.
5. Members shall conduct themselves in a professional manner. Unsatisfactory behavior as deemed by the Council may result in expulsion from the Users Group.
6. If several users from one company location are members of the Chapter, the customer company will designate one individual to be responsible for keeping the Chapter updated on changes in users, contact information, etc.
7. Voting membership in the Chapter shall be limited to the Council, although input from all users and SES will be solicited.
8. All current members may have access to the SES User Group Web site.
9. Members are required to provide business contact information including business email address as part of the member application process.
10. Final decisions on membership approval or rejection will be the responsibility of the Council, not SES management.

Article IV - Council / Officers

1. The SES Users Group shall be governed by a Council. The Chapter is formed and will operate under the sponsorship of the Council, with minimal assistance from SES. As such, the Chair is the presiding officer. Future Users Group Chairs will serve in this role at the first Council meeting following the election of the Chair.
2. The Council shall consist of a minimum of 3 and maximum of 9 SES customers, representing different companies. All Council member companies shall:
   1. Be in good financial standing with SES,
   2. Be a member of the Users Group,
   3. Be willing to host a meeting and/or sponsor a mixer event,
   4. Have an ongoing services and support contract with SES.
3. SES will have a minimum of 1 and maximum of 2 representatives on the Council.
4. The responsibilities of the Council include:
   1. Setting meetings and agenda as well as establishing communities of interest,
   2. Driving membership registration programs,
   3. Accepting/rejecting applications for membership,
   4. Monitoring adherence to by-laws,
   5. Conducting communications with membership,
   6. Managing Users Group Web site content.
   The Council will also act as the main communications conduit to SES management on behalf of the Users Group membership and provide content for the Users Group Web site.
5. The Officers of the Chapter shall be elected from the Council. Those officers shall be: Chair and Secretary. A minimum of two officers is needed to establish a Chapter. The Chair and Secretary may not be an SES representative. Other offices may also be established as needed.
6. The Officers shall be elected by a plurality of the votes cast at the last meeting of the program year by the Council. They shall take office on January 1st and serve for one year. Council members shall nominate members to serve on the next year's Council.
7. No member may serve in the office of Chair or Secretary for more than two consecutive years.
8. No member company may serve on the Council for more than two consecutive years. In cases when all Council members' terms end on the same date, this term limit is extended to three years.

Article V - Duties of Council / Officers

1. The Chair is the principal officer and is responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of these by-laws. The Chair shall preside at all meetings of the Chapter and of the Council. Further,
   1. With the advice of the Council, the Chair may appoint all members for committees of this Chapter and all Committee Chairs, should committees be established.
   2. The Chair is responsible for managing the Users Group meetings.
2. The Secretary shall preside at meetings in the absence of the Chair, assist the Chair in the management of the Chapter, and perform other duties that may be assigned by the Chair.
3. The Secretary shall keep the minutes of all Chapter meetings, and is responsible for maintaining the Chapter Web site and content, e.g. updating meeting dates, updating meeting notes, etc.

Article VI - Standing Committees

1. As needed, the Chair may establish committees. Examples of committees might be Program and Publicity (to arrange technical programs, speakers, etc. in accordance with the membership's interests and the aims of the Chapter as set forth in Article I) or a Membership committee (to encourage and promote membership).

Article VII - Meetings

1. Meetings shall be held as planned by the Council. The Chapter shall hold meetings only in places that are open and accessible to all members of the Chapter.
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 VIII - Chapter Web Site

1. The Chapter shall have a Web site, accessible through the following URL: www.sesusergroup.com
2. SES Users wishing to apply for membership shall complete a membership application and submit registration via the Web site.
3. SES will participate in the role of Web master, updating the Web site functionality and sending out emails 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.
5. Access to and use of SES UG Forum is restricted to authorized representatives from customers of SunGard who are currently receiving maintenance services.  Your access to and use of the SES UG Forum is governed by the provisions of applicable agreements with SunGard, and all information provided herein is to be considered Confidential.

Article IX - Amendment and Voting Procedures

1. All proposed changes to the Chapter by-laws shall be approved by the Council and SES.
2. No official business of the Chapter shall be conducted unless a quorum is present. A quorum of the Chapter shall be defined as 50% percent of the Council, or at least 2 non-SES Council members.
3. A simple majority of the voting members present shall be required to carry a motion.
4. Officers will be elected by a plurality of votes cast. If the election is conducted by electronic means, sufficient responses must be returned to have constituted a quorum.

Article X - Dues

1. There are no dues for membership. There may be specific, one-time charges associated with attending meetings, which are based on actual costs. These costs may include, for example, copying materials, meals or meeting room charges.

Article XI - Dissolution of the Chapter

1. Should this Chapter be dissolved, its assets and liabilities shall be transferred to SES and shall be supervised by the Chair of the Council.