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Approved 10.11.2008 by the Society Board of Directors
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Download Entire
Society Bylaws Document |
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Article I: Purpose
The corporation has been
organized to operate exclusively for charitable purposes,
including but not limited to, the following: To encourage the
appreciation of the diversity of science fiction and fantasy.
Article II: Location
The principal office of the
corporation, at which the general business of the corporation
will be transacted and where the records of the corporation will
be kept, will be at such place in the metropolitan area, state
of Minnesota, as may be fixed from time to time by the Board of
Directors. Unless otherwise fixed, it will be at:
1437 Marshall Ave
Suite 203
St. Paul, MN 55104
A mailing address will also be
maintained, and will be at such place in the metropolitan area,
state of Minnesota, as may be fixed from time to time by the
Board of Directors. Unless otherwise fixed, it will be at:
1437 Marshall Ave
Suite 203
St. Paul, MN 55104
Article
III: Members
Section 1. There will be two classes of
membership, general and voting.
General members may join by making application to the Secretary
of the corporation, in such a fashion or manner as may be fixed
from time to time by the Board of Directors. General members are
entitled to receive information about and participate in the
activities and meetings of the corporation, but are not entitled
to vote.
Voting members may join by making application to the Secretary
of the corporation, in such a fashion or manner as may be fixed
from time to time by the Board of Directors. To be eligible for
voting membership: a person must volunteer for a minimum of 20
hours on such activities of the corporation (5 of which can be
done at the CONvergence convention) AND attend at least one
membership meeting prior to the Annual Meeting of the membership
and be 14 years of age on or before the Annual Meeting. Voting
members are entitled to receive information about and
participate in the activities and meetings of the corporation,
and are entitled to vote on business raised at the Annual
Meeting of the corporation, and any other membership meetings
that are
called.
Section 2. Each regular membership will be
valid for one year after the date of joining, or the date of the
Annual Meeting, whichever comes first. Voting membership will be
valid from when the member completes their volunteer hours for
that membership cycle.
Section 3. An annual meeting of the members
will be held in January of each calendar year, at which time and
place elections for open Board of Director positions will take
place. Special meetings may be called by Board Majority and will
be announced to membership at least TEN days prior to meeting.
Section 4. The quorum of a membership meeting
will be a majority of voting members in attendance.
Section 5. Notice of meetings of the membership
must be sent to each member and must be mailed or delivered at
least 10 days prior to the day such a meeting will be held.
Section 6. The President of the Corporation
will chair Membership meetings, or such person as designated by
the Board of Directors.
Section 7. Members may not vote by proxy at any
meeting of members.
Article IV:
Board of Directors
Section 1.
The number of members of the Board of Directors of this
corporation will be not less than or more than twelve.
Section 2. Directors will be representative of
the corporation as an organization and will share the mission
and goals of the corporation. A person must be a voting member
of the organization to be eligible to be on the Board of
Directors. This corporation is committed to a policy of fair
representation on the Board of Directors, which does not
discriminate on the basis of race, physical disability, sex,
color, religion, sexual orientation, age or any other protected
group.
Section 3. Election of new Directors or
election of current Directors to a successive term will occur as
the first item of business at the annual meeting of the
corporation. Directors will be elected by a majority vote of the
attending voting membership.
Section 4. The term of each Director of the
corporation will be two years, starting from the date of the
completion of the CONvergence convention post mortem process
immediately following from the annual meeting at which they were
elected, not later than August 15th.
Section 5. When a Director dies, resigns, or is
removed, the Board may elect a Director to serve for the
duration of the term.
Section 6. Any Director may be removed from the
Board of Directors by an affirmative vote of a 2/3rds majority
of all of the Directors. Notice of the proposed removal will be
given to members of the Board of Directors with the notice of
the meeting. The Director involved will be given an opportunity
to be present and to be heard at the meeting at which his or her
removal is considered.
Section 7. No compensation will be paid to any
member of the Board of Directors for services as a member of the
Board. By resolution of the Board, reasonable expenses may be
allowed for attendance at regular and special meetings of the
Board.
Article V:
Meetings of the Board of Directors
Section 1. An
annual meeting of the Board of Directors will be held in second
quarter of each year for the purpose of electing Officers and
such other business as is determined to be appropriate by the
Board of Directors. In addition to its annual meeting, the Board
of Directors will hold regular meetings at least one time each
calendar year at such place as may be designated in the notice
of the meeting. The next regular meeting following the annual
meeting will take place after the seating of all new Directors
as described in Article IV, Section 4.
Section 2. Special meetings of the Board of
Directors may be called at any time by the President of the
corporation or in his or her absence by the Vice-President or
upon receipt of a request therefore signed by three or more
Directors.
Section 3. Notice of regular, special, and
annual meetings will be communicated at least one week prior to
the day such meeting is to be held. Any Director of the
corporation may make written waiver of notice before, at, or
after a meeting. The waiver will be filed with the person who
has been designated to act as Secretary of the meeting; this
person will enter it in the record of the meeting. Appearance at
a meeting is deemed a waiver unless the Director attends for the
express purpose of asserting the illegality of the meeting.
Section 4. At all meetings of the Board of
Directors, each Director present will be entitled to cast one
vote on any motion coming before the meeting. The presence of
2/3rds of the membership will constitute a quorum at any
meeting.
Section 5. At a meeting at which there is a
quorum present, a simple majority affirmative vote of the
Directors present is required to pass a motion before the Board.
Section 6. Proxy voting will be permitted; a
proxy must be made in writing, regarding a specific agenda item
or motion, and must include the absent member's affirmative or
negative vote. No general proxies will be allowed.
Section 7. Robert's Rules of Order will be the
authority for all questions of procedure at any meetings of the
corporation.
Article VI:
Officers
Section 1.
The Officers of this corporation will be a President, Vice
President, Secretary, Treasurer, and such other Officers with
duties as the Board prescribes.
Section 2. Election of new Officers or election
of current Officers to a successive term will be elected
annually by the members of the Board of Directors at its annual
meeting. Each Officer will serve one-year terms, starting from
the date of the completion of the CONvergence convention post
mortem process immediately following from the annual meeting at
which they were elected, not later than August 15th.
Section 3. Any Officer may be removed with or
without cause by the Board of Directors by a vote of a majority
of all of the Board members. The matter of removal may be acted
upon at any meeting of the Board, provided that notice of
intention to consider said removal has been given to each Board
member and to the Officer affected.
Section 4. A vacancy in any office may be
filled by a majority vote of the Board of Directors for the
duration of the term.
Section 5. The President will be the Chief
Executive Officer of the corporation. It will be the duty of the
President to preside at all meetings of the corporation and to
have general supervision of the affairs of the corporation. He
or she will execute on behalf of the corporation all contracts,
deeds, conveyances, and other instruments in writing that may be
required or authorized by the Board of Directors for the proper
and necessary transaction of the business of the corporation.
Section 6. It will be the duty of the
Vice-President to act in the absence or disability of the
President and to perform such other duties as may be assigned to
him or her by the President or the Board. In the absence of the
President, the execution by the Vice-President on behalf of the
corporation of any instrument will have the same force and
effect as if it were executed on behalf of the corporation by
the President.
Section 7. The Secretary will be responsible
for keeping the corporate records. He or she will give or cause
to be given all notices of meetings of the corporation and all
other notices required by law or by these bylaws. The Secretary
will be the custodian of all books, correspondence, and papers
relating to the business of the corporation, except those of the
Treasurer. The Secretary will present at each annual meeting of
the Board of Directors a full report of the transactions and
affairs of the corporation for the preceding year. The Secretary
will also prepare and present to the Board of Directors such
other reports as it may desire and request at such time or times
as it may designate. The Board of Directors at its discretion
may elect an assistant Secretary, who will perform the duties
and assume the responsibilities of the Secretary as above set
forth under the general direction of the Secretary or the
President.
Section 8. The Treasurer will have general
charge of the finances of the corporation. When necessary and
proper, he or she will endorse on behalf of the corporation all
checks, drafts, notes, and other obligations and evidences of
the payment of money to the corporation or coming into his or
her possession; and he or she will deposit the same, together
with all other funds of the corporation coming into his or her
possession, in such bank or banks as may be selected by the
Board of Directors. He or she will keep full and accurate
account of all receipts and disbursements of the corporation in
books belonging to the corporation, which will be open at all
times to the inspection of the Board of Directors. He or she
will present to the Board of Directors at its annual meeting his
or her report as Treasurer of the corporation and will from time
to time make such other reports to the Board of Directors as it
may require.
Section 9. Any Officer of the corporation, in
addition to the powers conferred upon him or her by these
bylaws, will have such additional powers and perform such
additional duties as may be prescribed from time to time by said
Board.
Article
VII: Committees
Section 1.
There shall be two standing committees, comprised of the
membership of the Board of Directors. One standing committee
will be responsible for oversight and administration of all
MISFITS clubs, programs, and events. The MISFITS standing
committee will be comprised of five members of the Board of
Directors, “the MISFITS Directors.” One standing committee will
be responsible for the oversight and administration of the
CONvergence convention, and will be comprised of the seven
members of the Board of Directors who do not serve on the
MISFITS standing committee, “the CONvergence Directors.”
Section 2. The Board of Directors may designate
one or more ad hoc committees, each of which will consist of at
least one committee chair and two or more committee members.
Committee members may be members of the Board of Directors,
members of the corporation, or other interested individuals. The
President of the organization, who will act with the Board's
approval, will appoint the chair of the committee. After
consultation with the committee chair, the President will
appoint committee members. The studies, findings, and
recommendations of all committees will be reported to the Board
of Directors for consideration and action, except as otherwise
ordered by the Board of Directors. Committees may adopt such
rules for the conduct of business as are appropriate and as are
not inconsistent with these bylaws, the articles of
incorporation, or state law.
Article
VII: Miscellaneous
Section 1.
The corporation will have the power to indemnify and hold
harmless any Director, Officer, or employee from any suit,
damage, claim, judgment, or liability arising out of, or
asserted to arise out of, conduct of such person in his or her
capacity as a Director, Officer, or employee (except in cases
involving willful misconduct). The corporation will have the
power to purchase or procure insurance for such purposes.
Section 2. The Board of Directors may authorize
any Officer or Officers, agent or agents of the corporation, in
addition to the Officers so authorized by these bylaws, to enter
into any contract or execute and deliver any instrument in the
name of, and on behalf of, the corporation. Such authority may
be general or confined to specific instances.
Section 3. All checks, drafts, and other orders
for payment of funds will be signed by such Officers or such
other persons as the Board of Directors may from time to time
designate.
Section 4. The corporation will keep correct
and complete books and records of account and will also keep
minutes of the proceedings of its members, Board of Directors,
and committees having any of the authority of the Board of
Directors. It will also keep at the registered or principal
office a record giving the names and addresses of the members
entitled to vote. Any member or his or her agent or attorney may
inspect all books and records of the corporation for any proper
purpose at any reasonable time.
Section 5. The fiscal year of the corporation
will be through December 31st of each year.
Article IX:
Amendments
The Board of Directors may
amend these bylaws to include or omit any provision that it
could lawfully include or omit at the time the amendment is
made. Upon written notice of at least thirty days, any number of
amendments or an entire revision of the bylaws may be submitted
and voted upon at a single meeting of the Board of Directors and
will be adopted at such meeting upon receiving a 2/3rds vote of
the members of the Board of Directors.
Article X:
Dissolution
Upon the dissolution of the
corporation and after the payment or the provision for payment
of all the liabilities of the corporation, the Board of
Directors will dispose of all of the assets of the corporation
to organizations that are then qualified as tax-exempt
organizations under section 501(c)(3) of the Internal Revenue
code. A court of jurisdiction in the county in which the
principal office of the corporation is located will dispose of
any assets not so disposed of.
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Society Bylaws Document |
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