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.
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
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.
The Cowtown Computer Congress (CCCKC) has a voting membership class and a
non-voting membership class.
Any person who supports the purposes laid out in Article I of these bylaws is qualified
to become a member.
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
At a duly called meeting, the presence of at least 50% (one half) of the entire voting membership shall
constitute a quorum.
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
All meetings shall follow the MIBS Simplified Rules of Coordinated Consensus through
Chaos as approved at an annual meeting.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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
The Director of Web Administration shall report to the Vice President of
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.
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.
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.
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.
Two thirds of board members at a duly called board member meeting shall constitute a
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.
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.
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.
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
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.
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.
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.
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.
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.
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