Website Last Updated: 20 February 2012 |
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Dragonflight >
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Bylaws
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Last revised by the Board of Directors on 10/13/2007
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The Corporation
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Dragonflight is a non-profit, member-run, social-educational
community dedicated to the advancement of the gaming hobby
in the Pacific Northwest.
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The Community
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The Membership
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Membership in Dragonflight is open to any interested
individual provided:
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The individual conducts him or herself in a
responsible manner in keeping with the goals
of Dragonflight; and
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His dues are paid.
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Membership requires positive action on the part
of the member. An individual is not a Member of
Dragonflight unless the individual takes steps to
become or affirm membership on a regular basis:
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Paying Dues, attending a Dragonflight sponsored
event, being a member of Metro Seattle Gamers,
or serving as an Officer, Board Member, staff
or volunteer are all positive action.
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Filling out a membership application is positive
action.
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There are two categories of Membership.
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Membership is available to any individual who
meets the above requirements.
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A Member in Dragonflight may:
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Attend and speak at general meetings
of the membership.
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Attend meetings of the Board of Directors.
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Nominate and be nominated for a position
on the Board of Directors.
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Vote in elections of the Board of Directors
and at general meetings of the membership.
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Hold Office within Dragonflight.
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Attend any Dragonflight sponsored event,
subject to additional fees as established
by event staff, and subject to revocation
by Dragonflight's Board of Directors,
Officers or Event Staff.
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Membership expires at the end of the calendar
year for which it is obtained, unless the
member opts to continue membership in a
manner dictated by Dragonflight Policies
and Procedures.
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Lifetime Membership is a privilege the Board
of Directors may confer upon an individual
whose service the Board wishes to acknowledge.
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In addition to the privileges of a Member,
the Lifetime Member:
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Is exempt from paying dues.
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May attend any Dragonflight Sponsored
event free of charge.
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The Lifetime Membership has no inherent
expiration date, and is non-transferable.
This category of Member requires no positive
action to retain Membership.
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If a Member fails to conduct himself in a responsible
manner in keeping with the goals of Dragonflight,
the President may refuse or revoke Membership.
Membership may be refused on the basis of past
performance on the part of the individual, whether
that individual has been a member or not.
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Any refusal or revocation of Membership is
subject to review at the next meeting of the
Board of Directors, at the discretion of the Board.
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A Member may cancel his membership at any time.
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Meetings
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Dragonflight holds a meeting of the Membership each
year. This meeting is open to any member in good standing.
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If possible, the annual meeting shall be held
during the weekend of the annual convention, at
the convention. If this is not possible for any
reason, notice of the alternate time and place
shall be sent to all members.
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Attendance at the annual meeting is mandatory
for all Directors and Officers of Dragonflight.
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Quorum for the annual meeting is the lesser of:
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One-fortieth of the current Total Membership.
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Twelve Members (not counting Directors or Officers).
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The Board of Directors of Dragonflight shall meet
a minimum of four (4) times per year. The Board
shall determine the exact schedule each year, to
be made public. In addition, the Chairman of the
Board may call a meeting of the directors with two
weeks notice.
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Meetings of the Board of Directors are open
to all members of
Dragonflight. Non-members may attend and speak
only at the invitation of a Director or Officer.
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Any Director may request the Chairman call an
executive session. The executive session is
closed to all members except for Directors and
Officers.
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The Convention Staff shall meet as and when scheduled
by the Convention Director. These meetings may or may
not be open to the general membership, at the discretion
of the Convention Director.
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The Board of Directors
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The Directors
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Dragonflight shall have a five (5) member Board
of Directors, elected by the Voting Membership.
The Board shall supervise the officers and staff
of Dragonflight, monitor the activities and fiscal
health of the corporation and provide guidance and
oversight on matters of policy.
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Each seat on the Board of Directors shall be
for a term of three (3) years. The terms shall
expire on December 31 of the final year of the term.
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The term of one position shall expire in
1982, and each three years thereafter.
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The terms of two positions shall expire in
1983, and each three years thereafter.
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The terms of the remaining two positions
shall expire in 1984, and each three years
thereafter.
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Each Director must remain a member in good
standing of Dragonflight for the duration of
his term. Failure to remain a member in good
standing will result in the automatic termination
of the Director's term of office.
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The Board of Directors shall select a Chair and
Vice-Chair from among the Directors.
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The Chair shall call unscheduled meetings,
conduct all meetings and declare executive sessions.
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The Vice-Chair shall fulfill the duties of
the Chair should the Chair be unable to do so.
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A Director may be removed from office by a vote
of a majority of the Voting Members of Dragonflight.
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Officers of Dragonflight are ex-officio Directors.
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An Officer who is also an elected or appointed
Director is not an ex-officio Director.
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Elections
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Elections for members of the Board shall be conducted
annually for all available seats.
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The President shall appoint an Election Officer
each year.
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If unable to appoint someone, the President
shall serve as Election Officer.
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No individual may serve as Election Officer
during any year in which his name will appear
on the ballot as a candidate for Board of Directors.
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The Election Officer shall ensure that
board-approved election procedures are upheld.
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Elections for the Board of Directors may be held
independently from any annual or special meetings.
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Elections may include provisions for mailed
nominations or election ballots, subject to
Board-approved election procedures.
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Should a vacancy on the Board of Directors occur,
the Board shall appoint a replacement Director.
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The replacement Director will serve until
the next regularly scheduled Board election,
at which point a special election will be held
to elect a new Director to serve out the remainder
of the original Director's term.
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If the special election should coincide with the
regular election to fill that seat, resulting
in a term of less than one year, one election
will be held to fill the seat, adding the
special term to the regular three-year term.
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Meetings
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A minimum of four (4) Directors is required for any
meeting of the Board of Directors.
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One ex-officio Director shall count for Quorum.
More than one ex-officio Director shall have no
additional effect.
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All elected or appointed Directors are required to
attend each scheduled meeting of the Board. A member
of the Board who misses more than one scheduled Board
meeting per calendar year may forfeit their position
subject to majority vote of the Board at that second
meeting.
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A Director may attend scheduled meetings remotely
with the approval of the Chair.
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The Chair may not conduct a scheduled meeting
remotely. Should the Chair be remote, the Vice
Chair shall conduct the meeting.
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The remote Director is responsible for ensuring
the connection to the extent he is able to do so.
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A Director may vote by proxy if unable to attend a
meeting.
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Proxy Votes may be given to any Director or
Ex-Officio Director.
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Proxy Votes must be given in writing to the
Chair and the Director receiving the Proxy
prior to the start of the meeting.
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Proxy Votes do not ensure Quorum.
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Policy changes may be enacted by the Board of
Directors by majority vote.
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One ex-officio Director shall have the power
to resolve ties when the Board votes on a
motion, following the order of succession.
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If no ex-officio Director is present, or no
Officer present is eligible to act as an
ex-officio Director, motions resulting in a
tie are defeated.
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In the event the Chair of the Board is unable to
obtain a quorum for the four scheduled meetings of
the Board, the Chair of the Board is required to
call a meeting of the Membership for the purpose
of electing replacement members of the Board who
failed to attend the meetings. The Chair may also
call such a meeting of the Membership if the Chair
is unable to obtain a quorum for a specific unscheduled
meeting of the Board, after the Chair has made three
consecutive failed attempts to hold that meeting.
Each consecutive failed attempt shall be defined as:
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The Chair of the Board has sent written notification
of the time and place of the meeting to all members
of the Board, two weeks prior to the scheduled
meeting date
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The Chair of the Board has been present at the
scheduled time and place of the meeting, but the
meeting has failed to have a quorum within one
hour of the scheduled time, and
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The Chair does not send the notice of the next
scheduled time for the meeting until after the
time of the preceding meeting.
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Pressing issues that cannot wait for the next
scheduled meeting may be discussed via email.
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Motions made via email are allowed.
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No motion may pass until each Director
indicates they are finished discussing the
issue, and until each Director has had ample
opportunity to cast a vote.
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Officers, Employees & Volunteers
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Officers
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Dragonflight's officers shall oversee all Dragonflight
activities.
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The Board of Directors shall appoint each Officer.
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Each Officer shall serve for a term of one year.
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To allow for the smooth operation and planning
for the annual convention, the Convention
DirectorÕs term of office shall begin on
October 1 and expire on September 30 of the
following year.
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The terms of office for the remaining
Officers shall coincide with the fiscal year.
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Officers are allowed to serve successive terms.
This requires positive action from the Board in
the form of an annual re-appointment.
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An Officer must be a member in good standing
of Dragonflight, and must remain so for the
duration of his term. Failure to remain a member
in good standing results in automatic termination.
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The President is authorized to appoint, on an
Interim basis, any vacant Officer position except
the President.
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Should the PresidentÕs office be vacant the
next Officer in line shall assume the duties
of Interim President. The Order of succession
is: Vice President, Metro Seattle Gamers; Vice
President, Convention; Treasurer, Secretary.
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Interim appointments expire at the next Board
Meeting (scheduled or not), requiring the Board
to either affirm the appointment or appoint a
new Officer.
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With the exception of the Treasurer, any Officer
is eligible to serve on the Board of Directors.
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A Director may accept an Interim appointment
as Treasurer should the office become vacant.
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There are five (5) Officers appointed by the Board
of Directors:
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President -- The
President of Dragonflight is the Chief Executive
Officer of Dragonflight. The President oversees
all activities and provides assistance and direction
where needed to ensure the continued smooth operation
of Dragonflight.
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The President is responsible directly to the
Board of Directors.
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Vice President, Dragonflight
Convention -- The Convention Director is a
Vice President of Dragonflight. The Convention
Director shall act as Chief Operating Officer for
the Annual Dragonflight Convention.
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The Convention Director shall present the
proposed annual convention budget to the Treasurer.
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The Convention Director is responsible to
the President.
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Vice President, Metro
Seattle Gamers -- The Manager of Metro
Seattle Gamers is a Vice-President of Dragonflight.
The manager of MSG shall act as Chief Operating
Officer of MSG.
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The Manager of MSG shall present the proposed
annual MSG budget to the Treasurer.
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The Manager of MSG is responsible to the
President.
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Treasurer -- The
Treasurer is the Chief Financial Officer of
Dragonflight
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The Treasurer shall maintain all fiscal
records for Dragonflight.
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The Treasurer shall assist the President
in budgetary matters
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The Treasurer shall review finances to
ensure compliance with the yearly Budget.
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The Treasurer shall ensure all financial
filings are made as required by local,
state or federal agencies.
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The Treasurer is responsible directly to
the Board of Directors.
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Secretary -- The
Secretary is the Chief Information Officer and
Registered Agent for Dragonflight.
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The Secretary shall maintain all non-fiscal
records.
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The Secretary shall serve as recording
secretary at Board Meetings.
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The Secretary shall ensure all non-financial
filings are made as required by local, state
or federal agencies.
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The Secretary shall act as the liaison and
point of contact with the State as required
by law. The Secretary shall register the
new slate of Board members with the State
as directed by the State of Washington.
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The Secretary is responsible directly to
the Board of Directors.
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Employees & Volunteers
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Officers may hire and/or appoint other employees
& volunteers as needed to assist in the
fulfillment of their duties.
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Remuneration of employees is approved by the
Board of Directors as part of the annual budget,
or by special session should the need arise.
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The Fiscal Year
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Dragonflight's fiscal year shall be measured from the
first of January through the thirty-first of December.
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Dues and Fees
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The Board of Directors shall set dues for Membership
annually.
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Dragonflight Staff shall set fees for Dragonflight
activities, subject to review by the President or
Board of Directors.
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Amendments
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The Bylaws of Dragonflight may be changed by a majority
of the Board of Directors.
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Proposed amendments to the bylaws may be presented
to the Board by any member of the Board.
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Written copies of any proposed changes to the bylaws
must be provided to the members of the Board one (1)
week prior to any vote to approve them.
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This requirement may be waived for changes to
correct spelling, punctuation or grammar.
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Privacy
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Dragonflight shall not allow access to personal
information gathered from its membership to any other
group or individual.
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Dragonflight may use personal information for internal
tracking and statistical analysis.
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Dragonflight may contact members directly with information
regarding Dragonflight events, or other Pacific Northwest
events of interest to the gaming community, unless
specifically requested otherwise by a member.
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Equal Opportunity Statement
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Dragonflight policy ensures equal opportunity regardless
of race, color, creed, religion, national origin, gender,
sexual orientation, age, or marital, disability or veteran
status.
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