Article I : Why We Exist

Section 1: General Purpose

Said corporation is organized exclusively for charitable, educational, and

scientific activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2: Specific Purposes

Subject to and within the limits of Section 1, the corporation shall perform activities including, but not limited to:

1. Build and maintain spaces suitable for technical and social collaboration.

2. Collaborate on all forms of technology, culture and craft in new and interesting

ways.

3. Apply the results of its work to specific cultural, charitable and scientific causes.

4. Freely share its research and discoveries, using what is learned to teach others.

5. Undertake projects which serve the community at large

6. Provide resources to emerging groups with similar goals

7. Recruit and develop talented members dedicated to these purposes.

Article II: Who We Are

Section 1: Designation of Membership Classes

The Cowtown Computer Congress (CCCKC) has a voting membership class and a

non-voting membership class.

Section 2: Voting Membership Class Qualifications

Any person who supports the purposes laid out in Article I of these bylaws is qualified

to become a member.

Section 3: Voting Membership Class Election

Any member may nominate a qualified person to be a voting member. Any eligible

person may be elected as a voting member at any regular meeting upon payment of

their first periodic dues and visual approval of all members present. For purposes of

these bylaws, all persons listed as incorporators on the Articles of Incorporation shall

be considered the initial voting members.

Section 4: Voting Membership Dues

The amount, payment period, due date and acceptable methods for collection of dues

shall be reviewed each year at the annual meeting. A majority vote of the members at

any meeting may change the procedure and terms for payment of dues. Member dues

may be waived for a three month period due to financial hardship or relocation by

written petition signed by more than three quarters (3/4ths) of the Executive Board.

Section 5: Voting Membership Rights and Responsibilities

Each voting member shall have an equal right to voice their opinion and vote their

preference or abstain from voting in the affairs of the corporation. Each voting member

shall exercise only one vote for each decision before the corporation. For an individual

member who cannot be in attendance of a meeting where a vote is taking place, they

may cast their vote via electronic message to the Secretary prior to 48 hours before the

scheduled vote. Each voting member shall have reasonable inspection rights of

corporate records. Each voting member shall be responsible for timely payment of

dues, providing their current address, contact information, and preference for

electronic receipt of communications. Each voting member is responsible for

continuing to support the purposes of the corporation.

Section 6: Voting Membership Resignation and Termination

Any voting member may resign by filing a written resignation with the Secretary.

Resignation shall not relieve a voting member of unpaid dues or other monies owed.

Voting membership may be suspended for non-payment of dues by the Treasurer. Any

suspended voting member may restore their membership 90 days after suspension

upon payment of dues owed and payable through one month beyond the end of the

suspension period, or upon the granting of a dues waiver as outlined in Section 4.

Voting membership may also be terminated for any reason by written petition signed

by more than three quarters (3/4ths) of the voting members.

Section 7: Non-Voting Membership

For fundraising and honorary purposes, the Treasurer may declare the qualifications for

and appointment of non-voting members. Non-voting

memberships and membership titles are subject to voting member approval. Non-

voting members do not have the right to vote in affairs of the corporation nor

do they have any responsibilities towards it. All other rights and responsibilities of non-

voting members shall be explicitly stated by the Treasurer and subject to voting

member approval.

Section 8: Non-Discrimination

The Cowtown Computer Congress shall not permit in their conduct of club affairs, any restriction or limitation whatsoever based upon race, color, creed, gender, and national origin, employment status or any form of unlawful discrimination.

Section 9: Politics

No part of the activities of the Cowtown Computer Congress shall consist of carrying on propaganda or otherwise attempting to influence legislation at either the local, state, or federal levels of government.  The Cowtown Computer Congress will not participate in any political campaign either for or against any candidate for public office.


Section 10: Member Compensation

No part of the Cowtown Computer Congress' earnings shall be paid to members, directors, executives, or private persons except to pay reasonable compensation for services rendered.

Article III: How we meet

Section 1: Regular Meetings

Regular meetings of voting members shall be held every week at the official meeting day and time at the registered office. A different meeting place may be designated by written petition

signed by more than three quarters (3/4ths) of voting members. Regular meetings shall

not take place on the day before, upon, or after a federal holiday unless specifically

approved at the prior regular meeting or annual meeting.

Section 2: Annual Meetings

An annual meeting of all members shall take place sometime in the fourth quarter of

the calendar year. The President shall select the date, time and place no later than

August 30 of each year. The date, time and place of the annual meeting must be

posted in the registered office and submitted to members electronically at least two

weeks prior to the annual meeting. A petition signed by more than three quarters

(3/4ths) of voting members and submitted to the Board of Directors before Labor Day

may specify a new date, time and place for the annual meeting. Except at during the

first year of the organization’s existence (2008), at the annual meeting, the voting

members shall elect the Board of Directors, review and vote on the standing rules and

policies of the corporation, receive reports on the activities of the corporation, approve

the budget and determine the direction of corporation in the coming year.

Section 3: Special Meetings

A petition presented to all voting members and signed by one third (1/3rd) of voting

members may call a special meeting. Such a petition must include the date, time, place

and agenda of the special meeting.

Section 4: Notice of Meetings

The time and place of upcoming meetings shall be conspicuously posted at the

registered office and electronically sent to all voting members. No notice is required for

a regular meeting. Special meetings require 72 hours notice considered delivered only

when all voting members are personally notified and given an opportunity to sign a

special meeting petition. The agenda of the next upcoming meeting and minutes of the

previous meeting shall be posted at the registered office and electronically submitted

to all voting members at least 72 hours prior to any meeting.


Section 5: Quorum

At a duly called meeting, the presence of at least 50% (one half) of the entire voting membership shall

constitute a quorum.

Section 6: Voting

When a quorum is present, all issues, except when otherwise specified in these

bylaws, shall be decided by affirmative vote of more than 50% (one half) of the voting

members present.

Section 7: Conduct of Meetings

All meetings shall follow the MIBS Simplified Rules of Coordinated Consensus through

Chaos as approved at an annual meeting.

Section 8: Passive mode

In the event of a situation where the organization no longer has access to a meeting space at their place of business, the organization may enter into “passive mode.” In passive mode, requirements in

Article III sections 1 through 4 maybe suspended, allowing for the use of public meeting spaces for membership and business meetings. Passive mode may be enacted by the board of directors with a 3 quarters majority vote. The motion must then be ratified by a quorum of the voting membership with a simple majority. Advanced notice must be given to the membership by use of a conspicuous posting at the business and or current meeting address, as well as posted electronically. In order to enter into normal operations mode, a quorum of the board of directors may hold a vote with a simple

majority. Normal operations mode requires that the organization is both organizationally and financially able to abide by Article III Sections 1 through 4.

Article IV: The Executive Board

Section 1: Role, Number, Qualification, Term and Compensation

There shall be five officers, consisting of a President, Secretary and Vice President of

Affiliate Relations, Treasurer, Vice President of Operations, and a Vice President of

Communications. Each officer must be a voting member and each officer shall serve

for a one year period beginning on January 1st and concluding December 31st or if

they must resign from their position or the organization until their successor is elected

and qualifies. No officer may serve more than 3 consecutive terms. No officer shall be

compensated for their service as an officer, though the corporation may provide

insurance and indemnity for officers as allowed by law.

Section 2: Duties of the President

The President shall preside over all meetings or designate an alternate, attempt to

achieve consensus in all decision-making, ensure the membership is informed of all

relevant issues, and serve other duties of a President as required by law or custom.

Section 3: Duties of the Secretary / Vice President of Affiliate Relations

The Secretary / Vice President of Affiliate Relations (Secretary) shall be primarily

responsible for the scheduling of all events, projects, and affiliate organization

meetings; membership and board meeting actions and petitions, distributing meeting

announcements, posting and distributing copies of membership meeting minutes and

relevant meeting agendas to the membership, assuring that corporate records are

maintained, acting as the primary liaison between the Executive Board and the affiliate

organizations, and serving all other duties of a Vice President as required by law or

custom, including acting when the President is unable or unwilling to act.

Section 4: Duties of the Vice President of Operations

The Vice President of Operations shall be responsible for all operations of the space

including utilization of the space, physical access and security, network operations,

hygene, welcoming new members, enforcing with severe prejudice all facility rules as

adopted by the membership and serving all other duties of a Vice President of

Operations as required by law or custom.

Section 5: Duties of the Vice President of Communications

The Vice President of Communications shall be responsible for all brand development,

press relations, public relations and the CCCKC presence on the world wide internet.

Section 6: Duties of the Treasurer

The Treasurer shall be custodian of corporate funds, collect dues, make a financial

report for each meeting, assist in the preparation of the budget, develop fundraising

plans, make financial information available to members and the public, sneer at

members who do not pay dues in a timely fashion and serve all other duties of a

Treasurer as required by law or custom.

Section 7: Duties of the Executive Board as whole to provide an Annual Report

The Ministers must prepare an annual report to be distributed at the annual meeting.

The report should chronicle the activities of the corporation, including specific

narratives on the corporation's work, the corporation's annual financial statements,

relevant legal filings, and relevant copies of the organization's state and federal tax

returns.

Section 8: Executive Board Conflict of Interest

No member(s) of the Executive Board shall have any affiliations that may result in a matter of financial interest to the either the Executive Board member(s) in question or any affiliated party.  Any decisions involving financial matters where a conflict of interest may occur with an existing member(s) of the Executive Board will be brought to a vote before the entire voting membership, and the conflicting Executive Board member(s) will not be allowed to vote.

Section 9: Executive Board Members are Directors

The Executive Board shall also serve as bona-fide directors on the Board of Directors.

Election, resignation, removal and vacancies of the Ministers are handled in

accordance with procedures laid out in Article V.

Article V: The Board of Directors

Section 1: Role, Size, Term and Compensation

The board of directors shall consist of the five members of the Executive Board as

defined in Article IV, five managing directors as defined in Article V, section 2 and one

board liaison from each affiliate organization, all of whom are considered directors for

the purposes of this article. All directors must be voting members of the corporation.

Each director shall serve for a one year period beginning on January 1st and

concluding December 31st or if they must resign from their position or the organization

until their successor is elected and qualifies. No member may serve more than 3

consecutive terms on the board of directors. No director may be compensated for their

service as a board member, though the corporation may provide insurance and

indemnity for board members as allowed by law.

Section 2: Managing Directors

There shall be five managing directors, consisting of a Director of Philanthropy and

Fundraising, Director of Network Operations, Director of Web Administration, Social

Director and Keeper of the Lore.

Subsection 1: Director of Philanthropy and Fundraising

The Director of Philanthropy and Fundraising shall be responsible for coordinating all

organization fundraising and community outreach events and activities, and acting as a

liaison between the organization and any outside donors or beneficiaries.

The Director of Philanthropy and Fundraising shall report to the Treasurer.

Subsection 2: Director of Network Operations

The Director of Network Operations shall be responsible for administering the CCCKC

network and any other series of tubes operated by the organization. This duty will

include enforcement of security policies and acceptable use guidelines as defined

within the membership agreement and network acceptable use policies and ensuring

suitable network confidentiality, integrity and availability of both the network as well as

the free wiffy.

The Director of Network Operations shall report to the Vice President of Operations.

Subsection 3: Director of Web Administration

The Director of Web Administration shall oversee all forward facing operations of

CCCKC on the world wide internets, including but not limited to a group website, blog,

microblog, macroblog, nanoblog, picoblog, bloggyblog, wiki, waki, wonky, mailing list,

message board, forum, chat room, bulletin board system, text based adventure or

avatar based pseudo false reality existing outside any or all members parental

basements.

The Director of Web Administration shall report to the Vice President of

Communications

Subsection 4: Social Director

The Social director shall be responsible for coordinating all social events, both open to

the public and limited to members of the organization. The Social Director shall be at

least 21 years of age at the time that they take office and reports to the Vice President

of Affiliate Relations.

Subsection 5: Keeper of the Lore

The Keeper of the Lore shall be responsible for the cataloging of all history, lore, lies,

innuendo, stories, yarns, myths and legends of the organization. The Keeper of the

Lore shall present their work periodically when it becomes necessary but at a minimum

giving a full accounting of the year’s activities during the annual meeting. The Keeper

of the Lore shall report to the President.

Subsection 6: Affiliate Board of Director Liaisons

Each affiliated organization shall elect one of their members whom will serve as a

Cowtown Computer Congress Board of Directors Liasion. Each liasion shall provide a

report regarding their respective organization’s recent activities, projects, ideas and

points of view regarding the CCCKC’s operations at each board meeting where they

are in attendance. Each Board Liasion shall meet the requirements of a full CCCKC

voting member under Article 2 and shall attend at least one Board meeting per year

and the Annual Meeting.

Subsection 7: Director of education

The Director of education will be responsible for all outreach activities.  These will include but are not limited to classes, workshops educational events and talks.  The director of education will report the VP of Communications.

Section 2: Meetings

The Board of Directors shall meet when necessary, provided all voting members

receive notice sent electronically at least five business days prior to the meeting. All

voting members may attend a meeting of the board of directors. The notice shall give

the time, place, reason for calling the meeting and the agenda for said meeting.

Notices shall be conspicuously posted at the registered office and electronically

distributed to all members at least five business days prior to a meeting. Minutes shall

follow the standing rules for meetings as approved at an annual meeting. Minutes of

each board meeting shall be conspicuously posted at the registered office and

electronically distributed to members within 48 hours. Minutes shall be considered

approved when signed by all board members in attendance. There shall be at least

one meeting of the Board of Directors per quarter.

Section 3: Elections

Each member present shall be given an opportunity to be a candidate for each

Executive Bard position and each Managing Director position. If there are more than

one candidates for a given position, the candidate which obtains the highest number

votes from voting members present shall be elected. If there are no candidates for an

officer position, the outgoing office holder may, if eligible, elect to serve another term or

select any willing member to serve in that position.

If there is only one candidate for an officer position, the outgoing office holder must

perform a song chosen by the incoming office holder at the karaoke bar of the

incoming office holder's choice.

Section 4: Quorum

Two thirds of board members at a duly called board member meeting shall constitute a

quorum.

Section 5: Voting

All issues, except when otherwise specified in these bylaws, shall be decided by

affirmative vote of more than half of the directors present at a duly held meeting.

Section 6: Resignation, Termination and Vacancies

Any officer or director may resign by filing a written resignation with the Secretary or

two other board members. Vacancies on the board shall be filled at the next regular

meeting using the applicable process outlined in Section 3.

Article VI: Teams

Section 1: Audit Team

On or before September 30, the members shall nominate and approve an audit

committee consisting of three voting members who are not members of the board of

directors and have not served as a director for 180 days prior to appointment. The

audit committee shall have full inspection rights to the affairs and documentation of the

corporation. No audit committee shall be convened if the corporation has fewer than

nine voting members. Otherwise, the board or voting members may not create

committees or delegate their authority.

Section 2: Network Team

There shall be a standing committee of members committed to maintaining the

network in accordance with the responsibilities of the Director of Network Operations

in Article V Section 2 at Subsection 2.

Section 3: Facilities Team

The facilities team shall be responsible for planning and leading facility build-outs and

major improvements. This team shall also make recommendations to the Vice

President of Operations on a regular basis regarding any regular upkeep that must be

conducted.

Article VII: Affiliate Organizations

Section 1: Qualifying Organizations

Any organization which shares the common interests of the Cowtown Computer

Congress as defined in Article 1 may apply to the membership to affiliate with CCCKC.

Organizations wishing to affiliate must present themselves through at least one

representative at any regular Member meeting and make their case for membership.

All Members in attendance will, through a voice vote, elect to allow the affiliation or

deny it. In order for an organization to become an affiliate, they must have at least one

member of their organization who is concurrently a member of CCCKC.

Section 2: Responsibilities of Affiliate Organizations

All attendees of affiliate functions who are not Voting Members of CCCKC shall pay a

facilities fee for each function they attend. The affiliate's Board Liaison shall be

responsible for collecting or delegating collection of the fee and delivering to the

Treasurer at the next Member Meeting. The facilities fee shall be set by the

membership at each Annual Meeting. If an affiliate organization has a documented

history against such a practice, the Board of Directors shall grant an exemption to the

organization with a 2/3 majority vote in favor at the next scheduled meeting.

Affiliate organizations must comply with the terms of the Affiliate Agreement which has

been duely approved by the Membership.

Section 3: Removal of an Affiliate Organization

An action to remove an organization’s affiliate status may be initiated by three

members of the Executive Board or by petition of 50% of the voting membership. An

organization shall have their affiliation with the CCCKC revoked upon a 2/3 vote of the

Board of Directors or by petition of 3/4 of the Voting Membership.

Article VIII : Dissolution

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the country in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.


Article IX: Amendments

These bylaws may be amended only when an amendment proposal petition is

approved at a membership meeting and signed by more than three quarters (3/4ths) of

voting members. Written notice of such petition must be submitted electronically to all

members and delivered to all members of the corporation physically in person or by

registered mail to take effect.


Change log:

10-30-2008 - Version 1.0 Original draft.

01-23-2011 - Version 2.0 - Edited for inclusion of language needed for 501c3 (dissolution policy and equal opportunity language)

2013 - Version 2.1 - Meeting days change

2014 - Version 2.2 - Clarification on executive board term limits

12-13-2015 - Version 2.3 - Passive mode policy allowing for more flexible meeting schedule.

06-28-2016 - Version 2.3.1 - Formatting changes and change log added

CCCKC BYLAWS   - LAST UPDATED: 6-28-2016        VERSION 2.3.1