Approved by the Board of Trustees February 20th, 2018

Article I. Name

The name of this organization shall be the Silver Phoenix Society, Inc., herein referred to as “The Organization”.

Article II. Mission

The mission of the Silver Phoenix Society is to bring together diverse people with creative and geeky interests in fun, safe, special events that allow them to connect to others who share their passions, learn exciting new things, and find  a supporting and enjoyable community.

Article III. Board of Trustees

Section 1. Purpose and Power

The Board of Trustees shall be the ultimate authority, having authority over every aspect of The Organization, except for that which is specifically delegated to other entities by these By-Laws. Any authority not specifically enumerated by these By-Laws rests with the Board of Trustees.

Section 2. Meetings

2.1. The Board of Trustees may meet in person or through synchronous electronic means including but not limited to audio conference call, video conference, or live text chat.

2.2. Under ordinary circumstances, the President may call a meeting with not less than two weeks notice. Alternately, any two Trustees may do so. The Trustee or officer calling the meeting shall notify the Secretary who shall be responsible for informing all Trustees. In the event that the Secretary is unable to perform this role, the Vice President shall do so.

2.3. Under emergency circumstances, the notice requirement may be waived.

2.4. A meeting must have a majority of Trustees in attendance to conduct business.

2.5. Meetings shall be conducted according to the most recent published form of Robert’s Rules of Order. The meeting chair may make reasonable accommodations to the rules of order for virtual meetings.

2.6. There shall be not less than 4 meetings of the Board of Trustees each calendar year.

Section 3. Actions

3.1 Most actions of the Board shall require a majority vote, but certain actions require a higher standard.

3.1.1. The Board may by ⅔ vote approve an action which requires a ⅔ vote to repeal or alter.

3.1.2. The following actions require a ⅔ vote, in addition to any other actions specified elsewhere in the by-laws.

3.1.2.1. Creating a new event (not including a repetition of a previously run event)

3.1.2.2. Removal of a General Member or Voting Member

3.1.2.3. Removal of a Trustee (the Trustee under consideration would not vote on this action)

3.2. All proposed actions should be included in an agenda to be disseminated to all Trustees not less than two weeks prior to the meeting.

3.2.1. Any Trustee may contact the Secretary to include an item on the Agenda for an upcoming meeting.

3.3. In the event of an emergency action, the Board may, by ⅔ vote, ignore 3.2 for a given action.

Section 4. Composition

The Board of Trustees shall include all officers, at least 1 at large Trustees, a representative of event vendors, and a representative of event performers, creating a minimum Board size of 7 Trustees..

4.1. The term of office of Trustees other than officers shall be two years, running from June 1st of the even numbered year until May 31st of the next odd numbered year.

4.2 In the event of a vacancy of a representative Trustee or a vacancy that causes there to be less than 1 at large Trustees, the Board of Trustees shall appoint a replacement to fill the remainder of the term.

4.3. Prior to each term, the Board shall create a Nominating Committee who shall find suitable candidates for the Trustees. Their conclusions will be returned to the full Board who shall approve or alter the recommendations. The Nominating Committee may select any number of at large Trustees that is 3 or greater. It is not necessary for a nominee to be a member.

4.4. The nominations will then be presented to the Voting Membership for approval, and must be approved by a majority vote. If they are not approved, the nomination process in 4.3 shall be repeated.

4.5. Should a second vote of the Voting Membership fail, the Voting Membership shall have the opportunity to approve or reject each individual nominee. Should some positions still not be approved, those remaining positions shall be renominated by the Board and presented for approval by the Voting Membership. This shall repeat until all positions are filled.

4.6. This process must occur during the previous term to that which is being nominated and start not less than 6 months before the end of the current term.

4.7. If an approved nominee steps down from their role prior to taking office, the position shall be renominated if there are at least 4 months before the beginning of the term in which they would have taken office. If it is within 4 months, then the office will be filled in the same way as a normal vacancy.

4.8. The Board may create a new empty Trustee seat or remove an empty Trustee seat in excess of that required in Section 4.0 by ⅔ vote.

Section 5. Conflict of Interest

5.1. A conflict of interest shall be defined as the following applying both to the Trustee or an immediate family member, significant other, or other very close person:

5.1.1. Standing to gain or lose money based on the decision

5.1.2. Standing to gain (or lose) personal position or prestige

5.1.3. The issue in question applies to the Trustee personally.

5.2. In the event of a conflict of interest, a Trustee shall not vote on an issue, but they may still be involved in the discussion.

Article IV. Officers

Section 1. Officer Roles

The Organization shall have the following officers, each of whom shall have seats on the Board of Trustees: President, Treasurer, Secretary, Coordinator.

Section 2. Term of Office

2.1 Each office shall serve for a term of two years, running from June 1st of the odd numbered year until May 31st of the next even numbered year.

2.2 In the event of a vacancy, the Board of Trustees shall appoint a replacement to fill the remainder of the term by ⅔ vote.

2.3. The Board shall create a Nominating Committee who shall find suitable candidates for the officer roles. Their conclusions will be returned to the full Board who shall approve or alter the recommendations. It is not necessary for a nominee to be a member.

2.4. The nominations will then be presented to the Voting Membership for approval, and must be approved by a majority vote. If they are not approved, the nomination process in 1.3 shall be repeated.

2.5. Should a second vote of the Voting Membership fail, the Voting Membership shall have the opportunity to approve or reject each individual nominee. Should some positions still not be approved, those remaining positions shall be renominated by the Board and presented for approval by the Voting Membership. This shall repeat until all positions are filled.

2.6. There is no restriction on how far in advance this process may begin, but it is recommended that it commence no less than 6 months prior to the end of the term.

2.7 If an approved nominee steps down from their role prior to taking office, the position shall be renominated if there are at least 4 months before the beginning of the term in which they would have taken office. If it is within 4 months, then the office will be filled in the same way as a normal vacancy.

Section 3. Delegation

3.1. Any officer may delegate any power that they hold, but the ultimate responsibility still rests with the officer.

3.2. The scope and duration of the delegation should be specified.

3.3. Delegation may be retracted at any time.

3.4. The Secretary should be informed of any Delegation.

Section 4. President

4.1. The President is the titular head of the organization and provides general leadership. The President shall have the following powers and responsibilities.

4.1.1. Calling and chairing meetings of the Board of Trustees

4.1.2. Negotiating on behalf of and speaking for the Organization, while keeping the Board informed of the progress of negotiations. Final agreements must be bound by a vote of the Board.

4.1.3. Signing authority on behalf of the Organization with consent of the Board of Trustees

Section 5. Treasurer

5.1. The Treasurer is the financial manager of the Organization. The Treasurer shall have the following powers and responsibilities

5.1.1. Maintaining an ongoing awareness of the financial state of the Organization as well as each event and other subordinate entity.

5.1.2. Spend and manage Organization money, set up and manage bank accounts, and otherwise take actions necessary for the financial management of the Organization.

5.1.3. Prepare regular reports for the Board of Trustees and the General Membership about the financial health of the organization (see Article VIII)

5.1.4. Manage all Organizational taxes.

5.1.5. Coordinate with event treasurers, including arranging for education, to ensure smooth financial management of events.

Section 6. Secretary

6.1. The Secretary shall have the following powers and responsibilities

6.1.1. Keep minutes of Board of Trustee meetings

6.1.2. Announce Board of Trustee meetings and ensure that Trustees are kept informed of Organization business, including transmitting agendas prior to meetings.

6.1.3. Communicate with the General/Voting Membership about official business

6.1.4. Maintain records of all minutes and other official business and correspondence of the Organization.

6.1.5. Maintain the membership roles and determine which individuals may be considered for voting membership.

6.1.6. Coordinating an overall marketing and PR plan.

6.1.7. Serve as parliamentarian.

Section 7. Coordinator

7.1. The Coordinator manages interactions between the various elements of the Organizations and works to keep all elements working smoothly together. The Coordinator shall have the following powers and responsibilities.

7.1.1. Maintaining contact will the leaders of all elements of the Organization

7.1.2. Keeping leaders of various elements in communication with each other as needed

7.1.3. All event chairs shall report regularly to the Coordinator.

7.1.4. In the event that the President is not able to fulfill their duties, the Coordinator shall temporarily assume the President’s duties.

Section 8. Advisory Committee

8.1. There shall exist an Advisory Committee which shall exist to advise the officers on event issues.

8.2. The Advisory Committee shall be comprised of all currently appointed Department Heads, and anyone else added by the President.

Section 9. Emergency Situations

9.1. The Executive Committee, comprised of all officers, shall be empowered to act on behalf of the Board of Trustees in the event of a declared Emergency Situation.

9.1.1. In the event that a situation develops which requires action more rapidly than the Board of Trustees is able to reasonably meet, the Executive Committee may declare the situation an “Emergency Situation” if all officers agree.

9.1.2. In the event of an Emergency Situation, the Executive Committee may take any action that would normally be within the power of the Board of Trustees with the approval of 3 officers.

9.1.3. A Board of Trustees meeting shall be called as soon as reasonably possible, and at that meeting, all actions taken by the Executive Committee during the Emergency shall be reviewed and approved or reversed so much as is possible.

Section 10. Annual Reports to Membership

There shall be an annual Report to the Voting Membership not less than once per year which shall include the following.

10.1. A general accounting of finances.

10.2. A review of events, including attendance figures and various goals.

Article V. Membership - Voting and General

There shall be two types of members: Voting Members and General Members.

Section 1. General Members

1.1. The General Membership can include any individual who has legitimately attended (meaning they were issued a badge) an Organization event during the previous 24 months, including but not limited to attendees, vendors, performers, staff, volunteers, and contractors. This does not include hotel staff or others incidentally in the space with an event who did not have official credentials to attend.

1.2. General Members have no voting rights, but may be privy to certain information not shared with the general public.

Section 2. Voting Members

2.1. The Voting Membership shall have the power to approve nominees to the Board of Trustees and Officer roles.

2.2. To be eligible to be a Voting Member, an individual must meet one of the following qualifications

2.2.1. Have served in a staff level role in at least two Organization events in the previous year.

2.2.2. Pay membership dues of $100 or more to the Organization in the previous year.

2.2.3. Is currently serving as an Officer or Trustee.

2.2.4. Receive a ⅔ vote from the Board creating eligibility.

2.3. An individual who meets one of the qualifications in 2.2 may petition the Board for membership which shall be approved by a majority vote. The membership shall be valid until two years from the following December 31st.

Article VI. Events and Event Committees

Each official event of the Organization shall be run by an Event Committee. The Organization may also support events run by other entities, including but not limited to providing staff, loaning equipment, loaning or granting money, without them being official Organization Events.

Section 1. Official Events

1.1. The Board may, by action designate an official. This is necessary for all events, even ongoing annual events.

1.1.1. If a similar event has run within the past two years and this is continuation of that event, then it requires a majority vote.

1.1.2. For an entirely new event, a ⅔ vote is required.

Section 2. Event Charter

2.1. When an event is created, a charter shall be created with the following information.

2.1.1. Name of the event.

2.1.2. Description and purpose

2.1.3. Date or date range

2.1.4. Name of the Chair of the event and other key staff. If this is not finalized or if temporary staff are in place for exploratory or planning purposes, this may be specified and later amended.

2.1.5. Estimated budget for the event and spending parameters, as well as authorized signers for event expenditures and agreements.

2.1.6. Designation of starting funds for the event and how those funds should be disposed, i.e. what money should roll over to a future event and what should return to the general fund.

2.2. The Event Charter may be amended by the Board at any time.

Section 3. Event Authority

3.1. Unless otherwise specified by the Event Charter, the event Chair shall have ultimate authority and responsibility for the event.

3.2. The Chair may delegate authority to any individual, with the exception of roles that were specifically specified by the Board of Trustees in Section 2.1.4. This delegation may be withdrawn at any time.

3.3. The Chair shall have the authority to contract with individuals and organizations to pay for goods and services. The Chair shall not have the authority to bind contracts beyond the Chair’s charter.

3.3.1. Contracts beyond the scope of the Chair’s charter such as multi-year contracts or multi-event contracts must be approved by the Board of Trustees.

3.3.2. If the same individual is Chair of multiple events, they may bind contracts that apply to the mutliple events over which they have authority.

3.3.3. Chairs of different events may collectively bind a contract that spans their various events, but may not exceed their collective authority.

3.4. All contracts requiring monetary payment by the Organization in any form exceeding $5,000 in total must be approved by the Board of Trustees, unless this authority is expressly delegated in the Event Charter.

3.5. The Chair shall have the authority to remove any individual from any event for reasons including but not limited to: inappropriate or disruptive behavior, violence or threats of violence, sexual misconduct, or other behavior that they feel warrants removal.

Section 4. Ban Enforcement

4.1. The Chair shall be responsible to ensure that proper protocols are in place to prevent individuals who are banned from Organization events from attending.

4.2. Assisting a banned individual to attend or acquire a badge shall be grounds for removal from an event, and individuals who do so may be referred to the Determination Committee for sanction up to and including banning.

Section 5. Event Finance

5.1. Each event shall have its own separate funds.

5.1.1. If the event is a recurring annual event, the same account may be carried over from year to year.

5.2. The Event Chair or their designee should prepare an estimated budget at the beginning of the event planning process. This budget should be presented to the Board of Trustees, but may otherwise be kept confidential. This budget is not a binding document, but should be updated periodically to allow transparency of the financial state of the event.

5.2.1. The Chair or the Board of Trustees shall have the authority to release some or all of the details of the budget if they feel it is appropriate.

5.3. Should an event end without a succeeding linked event being chartered, the funds shall return to the general fund after such time as all debts and payables from the event are satisfied.

5.4. The Event Chair shall submit a final accounting of all expenditures and revenues to the Board no more than 30 days after their event.

Article VII. Determination Committee

The Board shall create a Determination Committee and process for determining responsibility of individuals in accusations of wrongdoing. This article shall be amended with formal rules no later than July 1st, 2019.

Article VIII. Finance

Section 1. Expenditures

All expenditures shall be approved by the Board of Trustees, either individually, as part of a larger budget, or as part of an Event Charter.

Section 2. Budget

2.1. The Treasurer shall prepare an annual budget no later than January 1st of each year to be reviewed and approved by the Board.

2.2. The President shall be considered authorized to spend any funds authorized in this budget other than that which is allocated to events, and must present any receipts or other purchase records to the Treasurer within 15 days.

2.3. The Treasurer must sign off on any expenditure greater than $500.

Section 2. Event Expenditures

Event Finance is governed under Article VI.

Article IX. Amendments

The By-Laws may be amended by one of two processes.

Section 1. Board Initiated Amendments

1.1. The Board shall approve an action by ⅔ vote to introduce an amendment, which shall be considered at a meeting not less than 1 month later.

1.2. The Board must then approve the amendment by a ⅔ vote. If the amendment is altered, it must be reconsidered at a future meetings no less than 1 month later.

Section 2. Membership Initiated Amendments

2.1. A by-law amendment may be introduced by a petition signed by not less than half of the Voting Membership, which shall be presented to the Secretary.

2.2. The Board shall then have 60 days from the time the Secretary receives the petition to veto the amendment by a ⅔ vote or the amendment takes effect.

Article X. Special Initial Conditions

The following By-Laws shall apply until July 31st, 2018

Section 1. Expiration

Article X is removed from the By-Laws at 11:59 PM, on July 31st, 2018.

Section 2. Initial Board

There shall be no minimum size for the Board of Trustees except that which is required by law.

Section 3. The By-Laws may be amended by a ⅔ vote of the Board. The By-Laws to be amended must be on the agenda for the meeting for at least two weeks prior to the vote.