Silicon Web Costumers Guild Bylaws RATIFIED 2023-05-14

The name of the organization is the Silicon Web Costumers’ Guild (hereafter Chapter). The organization is recognized as a chapter of the International Costumers’ Guild, Inc. (ICG).

Section 2. Principal Office and Official Address.

The principal office and official address of the Chapter shall be located in the physical residence of the Secretary. If for some reason this is not possible, then the Board of Directors (Board) shall designate another address.

Section 3. Other Offices.

The Chapter may also have offices at such other places, where it is qualified to do business, as its business may require and as the Board may, from time to time, designate.

ARTICLE II. PURPOSE

Section 1. Purpose.

The Silicon Web Costumers' Guild has the following purposes:

To be a supportive and fully participating chapter of the ICG.
To be an educational organization to foster interest in costuming in all its forms.
To be and maintain a quality group utilizing the resources of the Internet to extend communication and participation beyond geographic boundaries.

ARTICLE III. GENERAL PROVISIONS

As a chapter of the ICG, the Chapter is also governed by the ICG’s Governing Documents, including the Articles of Incorporation, By-Laws, Uniform Governing Instrument, and Standing Rules.

Section 1. Fiscal year.

The fiscal year of the Chapter shall begin on January 1 and end on December 31.

Section 2. Standing Rules.

The Chapter shall maintain an official list of Standing Rules. These Standing Rules provide guidelines for day to day operation and business management. The Standing Rules may not supersede the requirements set forth in the Chapter’s or in the ICG’s Governing Documents.

Section 3. Amendments.

A majority vote of all members of the Chapter in good standing at the time of voting may alter, amend, repeal, or add to these By-Laws, provided that a written notice has been sent to each member at least forty-five (45) days before the start of the online voting during which such actions will be considered. The notice shall state the alterations, amendments, additions, or changes that are proposed. This notice may be waived in accordance with these By-Laws.

Section 4. Meetings.

Meetings may be conducted in real time or asynchronously via correspondence.

A real time meeting is one in which all voting participants may communicate equally with one another in real time, whether in person or via communications technology.
A meeting via correspondence is one in which communication takes place via a series of messages that are all distributed equally to all participants using email or communications technology.
Further guidelines for governing meetings may be established in the Standing Rules.

Section 5. Waiver of notice.

Wherever these By-Laws or any statute entitle every member of the Chapter or of the Officers to notice of any regular or special meeting of the Chapter or the Officers, respectively, the meeting may be held without giving such notice, if seventy-five percent (75 %) of all the members of the Chapter or every Officer waives, in writing, that respective requirement. Such written waiver may be executed in one or more counterparts so long as the requirements for a three-quarters majority vote of all the members and a unanimous vote of all the Officers have been complied with.

ARTICLE IV. DIRECTORS

Section 1. Board of Directors.

The Chapter shall have no fewer than three (3) directors with the exact number to be determined by the election of Officers in the manner provided in these By-Laws. All directors shall be members in good standing. Collectively, the Officers of the Chapter shall compose the Chapter’s Board of Directors (Board).

Section 2. Duties of the Board.

The Board shall conduct the Chapter's business and manage its property, except as otherwise provided by statute or these By-Laws.

Section 3. Actions of the Board.

The Board may exercise all such powers of the Chapter and do all such lawful acts and things as statute or these By-Laws do not direct or require to be exercised or done by the members.

Section 4. Terms of Office.

Each director shall hold office until the next annual meeting for election of the officers as specified in these By-Laws, and until a successor is elected and qualifies. With the intention of helping maintain continuity, the outgoing president of the Chapter shall serve as an ex officio non-voting member of the incoming board.

Section 5. Meetings of the Board.

Board meetings will take place separately from the general membership’s primary online platform as designated by the Board; a record of said meetings shall be maintained and made available for future reference.

Section 6. Quorum at Board meetings.

A quorum of the Board is required to do business.

For the purpose of executing Chapter business, a quorum shall be a majority of the voting Directors of the Chapter.
If a quorum is not established at any meeting of the Board, the Board members present shall adjourn the meeting until such time as a quorum is established.

Section 7. Majority Action as Board Action.

The acts of a majority of the Board members present at a meeting at which a quorum is present shall be the acts of the Board, unless otherwise specifically provided for by statute with provision that such voting requirements may not be modified by these By-Laws.

Section 8. Compensation.

The Directors of the Chapter, as such, shall serve without compensation for their services. Directors shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in the Standing Rules.

ARTICLE V. OFFICERS

Section 1. Number of Officers.

The Officers of the Chapter shall be a President, a Vice President, a Corresponding/Recording Secretary, and a Treasurer. The same person may hold any two or more offices, except those of President and Vice President, but no Officer shall execute, acknowledge, or verify any instrument in more than one capacity.

Section 2. Qualification, Election, and Term of Office.

To become an Officer of the Chapter, a member must be in good standing and at least eighteen (18) years of age.

The Board shall ensure that a ballot of qualified nominees is available for the annual general election, either directly or by appointing a Nominations Committee, as detailed in the Standing Rules.
Officers shall be elected annually by a vote of the Chapter members. The election shall occur in the month following the annual ICG Meeting (traditionally held at Costume-Con), or by May 31st each year, whichever comes first.

Section 3. Subordinate officers and agents of the Chapter.

The Board may appoint such other (subordinate) officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board, unless the Standing Rules provide otherwise with respect to a particular officer or agent.

Section 4. Compensation.

Subordinate officers and agents shall be allowed reasonable advancement or reimbursement of expenses incurred, or other compensation as agreed to by the Board in advance in accordance with the Standing Rules.

Section 5. Removal of Officers.

The Officers of the Chapter shall hold office from the date of their election until the conclusion of the election of Officers in the next calendar year, or until their successors are chosen and qualified. At any time, the Chapter may, by the affirmative vote of a majority of the Chapter members, remove any officer it elected or appointed, without delay. Such removal shall be immediate unless specified in writing otherwise; however, in no event will such removal affect the terms of any existing employment contract or other agreement for compensation under which a removed Officer may have been employed. The Chapter shall fill any vacancy occurring in any office of the Chapter.

Section 6. Vacancies.

This section describes the process for filling vacancies in the Chapter’s leadership.

Replacement of Officers. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board. In the event of a vacancy in any Office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
Replacement of President. Should the Office of President become vacant, the Vice President or Secretary, in that order, shall immediately assume the responsibilities of President until such time as an election can be held to fill the vacancy. In the event neither the Vice President nor the Secretary may do so, the prior President or Treasurer (in that order) shall convene the membership to elect Officers. Should none of the above individuals be available or qualified, the Membership shall schedule a special meeting to elect Officers.
Replacement of Subordinate Officers. Vacancies occurring in subordinate offices may or may not be filled as the Board shall determine.

Section 7. Duties of Officers of the Chapter.

In addition to the duties prescribed in these By-Laws, each Officer of the Chapter shall have any additional duties, not inconsistent with these By-Laws, that either the Standing Rules or the President may prescribe.

DUTIES OF THE PRESIDENT

The President shall be the chief executive officer of the Chapter and shall, subject to the control of the Board, supervise and control the affairs of the Chapter and the activities of the Officers and shall perform all duties incident to their office and such other duties as may be required by law, by the ICG’s corporate governing documents, by these By-Laws, or which may be prescribed from time to time by the Board.

Unless another person is specifically appointed as chairperson of the Board, the President shall preside at all meetings of the Board. The President shall preside at all meetings of the members.
Except as otherwise expressly provided by law, by the ICG’s corporate governing documents, or by these By-Laws, the President shall, in the name of the Chapter, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.

DUTIES OF THE VICE PRESIDENT

In the absence of the President, or in the event of their inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the ICG’s corporate governing documents, by these By-Laws, or as may be prescribed by the Board.

DUTIES OF THE SECRETARY

In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the ICG’s corporate governing documents, by these By-Laws, or which may be assigned to them from time to time by the Board.

Certify and keep at the principal office of the Chapter the original, or a copy of these By-Laws as amended or otherwise altered, to date.
Take minutes of the Board meetings and the business part of the membership meetings. These minutes shall be stored electronically and shared with the membership. The Board meeting minutes shall record date and time of meeting, Officers present, and proceedings of the meeting. The minutes are considered the permanent record of the Chapter and shall be archived in a manner to best ensure their preservation.
Give or cause to be given notice to the members of all voting opportunities and all other notices in accordance with the provisions of these By-Laws, by the ICG’s corporate governing documents, or as required by law.
Exhibit at all reasonable times to any member of the Board, or to their agent or attorney, on request thereof, the By-Laws, records, and the minutes of the proceedings of the Board.
Ensure that the membership records of the Chapter are properly maintained and archived.

The records of membership shall include the names, address, and contact information for each and every member and, in the case where any membership has been terminated, the Secretary or their delegate shall record such fact in the membership records together with the date on which such membership expired.
Provide monthly membership status updates to the ICG per the ICG’s Standing Rules.
Handle and maintain all personally identifiable information in the membership records in accordance with all applicable local, state, federal, and international statutes and regulations.

Maintain a secure archive of all virtual access and authentication instruments (other than personal passwords) required for conducting chapter business.
May sign, with the President or a Vice President, any instruments and/or deeds of conveyance of the Chapter. In general, the Secretary shall perform all duties ordinarily performed by a recording or corresponding secretary of a corporation and such other duties as the Membership or the President may assign from time to time.
Assemble all Annual Reports for publishing and shall ensure that such reports are published on the website and announced to Chapter members.

DUTIES OF THE ASSISTANT SECRETARIES

An optional non-voting subordinate position on the Board, the Assistant Secretary or, if there are more than one, the Assistant Secretaries shall, in the order determined by the President, perform the duties and exercise the powers of the Secretary in the absence of the Secretary, and shall perform such other duties and have such other powers as the President may prescribe from time to time.

DUTIES OF THE TREASURER

The Treasurer shall have the custody of the Chapter funds and receipts, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Chapter, and shall deposit all monies and other valuable effects in the name and to the credit of the Chapter in such depositories as the Board may designate.

The Treasurer shall disburse the funds of the Chapter as the Board may direct, taking proper receipts for such disbursements, and shall render to the Board or to the Membership when requested to do so, an account of all the Treasurer's transactions and of the financial condition of the Chapter. Such reports shall include a Statement of Financial Condition and Surplus and Loss Statement.
The Treasurer is authorized to make monthly dues payments to the ICG and any other payments approved by the Board.
If the Membership or Board so requires, the Treasurer shall give the Chapter a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board, for faithfully performing the duties of the Treasurer's office.
In case of the Treasurer's death, resignation, retirement, or removal from office, all the Chapter's electronic records, books, papers, vouchers, money, and other property in the Treasurer's possession or under the Treasurer's control shall be restored to the Chapter.
In general, the Treasurer shall also perform all the duties ordinarily performed by a treasurer of a corporation, and such other duties as the Board may assign.

DUTIES OF THE ASSISTANT TREASURER

An optional non-voting subordinate position on the Board, the Assistant Treasurer or, if there are more than one, the Assistant Treasurers, in the order determined by the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the Board may prescribe from time to time.

DUTIES OF THE ICG BOARD REPRESENTATIVE

In accordance with the governing documents of the ICG, and according to the selection process specified in the Chapter’s Standing Rules, the Chapter shall select a member in good standing to serve as the Chapter’s Official Representative to the ICG Board of Directors (the Chapter Rep). The Chapter Rep is considered a subordinate non-voting officer of the Board. The role may be filled by a regular voting Board member.

The Chapter Rep is empowered to fully represent the Chapter and act as its proxy in all business matters of the ICG, in accordance with the ICG’s governing documents.

In the event that the Chapter Rep is elected or appointed to an ICG Executive Board position, resigns, or is otherwise unable to perform the duties of the office, and no successor to the Chapter Rep office has already been identified (the Alternate Chapter Rep), the Board may appoint a member to fill the Chapter Rep position until the Chapter selects a permanent replacement.

Section 8. Officer Reports

The President shall submit an Annual Report to the Chapter prior to the Chapter election that includes reports from each Officer and subordinate officer in office at the time.

Additional Reports may be required as specified in the Standing Rules.
Officers and subordinate officers may submit reports to the Chapter at any time.

ARTICLE VI. MEMBERSHIP

Section 1. Becoming a member.

Persons become members of the Chapter by paying the applicable dues and providing the Treasurer with their name, address, and email address.

Section 2. Determining the total membership.

A roster of all members shall be maintained jointly by the Corresponding Secretary and the Treasurer.

Section 3. Membership in the ICG.

All members of the Chapter must be members of the ICG, subject to the membership options stipulated in the ICG’s governing documents.

The ICG Treasurer sets the paid-through (expiration) date for ICG membership. The Chapter Treasurer shall set Chapter membership to match that date, regardless of when dues are received by the Chapter.
Membership fees and classes are established in the Chapter’s Standing Rules.

ARTICLE VII. MEETINGS OF MEMBERS

Section 1. Meetings.

The Chapter holds membership meetings online. There are a variety of official online platforms for the Chapter’s members to use. Official communication between the Chapter and its members is conducted via an online announcement group. Members are added to the announcement group automatically upon payment of current membership dues. Members may be invited to participate in activities or discussion on other platforms upon written request to the Corresponding Secretary. A current list of platforms and their status is available in the Chapter’s Standing Rules.

Section 2. Voting.

In accordance with the ICG governing documents, all Chapter Members who meet ICG voting eligibility requirements and who are paid in full are eligible to vote in any official Chapter business.

Voting shall be done through the official online platform. The results of all official votes shall be posted by an officer of the group. Voting shall be open for a minimum of 14 days, unless waived by a majority of the members recognized as present in any meeting. If there is a question of member eligibility the issue will be referred to the Chapter Treasurer, and, if there is further dispute, to the ICG Treasurer to determine active member status.

Silicon Web Costumers’ Guild By-Laws