Bylaws of Convergence Events, Incorporated
ARTICLE I. NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Convergence Events, Incorporated. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 – Purpose: Convergence Events is organized exclusively for charitable, scientific and education purposes. The purpose of this corporation is to bring people together to celebrate and inspire interest in science fiction and fantasy.
ARTICLE II. MEMBERSHIP
Section 1 – Eligibility for Membership: Membership may be granted after completion and receipt of a membership application and membership dues. The corporation reserves the right to refuse membership to any individual by a majority vote of the Board of Directors.
Section 2 – Annual Dues: The amount required for annual dues shall be determined by a majority vote of the Board of Directors. Continued membership is contingent upon being up-to-date on membership dues.
Section 3 – Rights of Members: Members are entitled to receive information about and participate in the activities and public meetings of the corporation
Section 4 – Voting Rights of Members: To be eligible to vote in the election of the Board of Directors, a person must:
Volunteer for a minimum of 30 hours on activities of the corporation within the preceding cycle
Attend at least two official committee meetings during the preceding cycle
Be 14 years of age on or before the date of the Annual Meeting
Section 5 – Resignation and Termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of paid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board of Directors.
ARTICLE III. MEETINGS OF MEMBERS
Section 1 – Public Meetings: Public meetings of the members shall be held at a time and place designated by the Board of Directors
Section 2 – Annual Meetings: An annual meeting of the members shall take place in the month of January, the specific date, time and location of which will be designated by the Board of Directors. At the annual meeting the members shall elect directors and receive reports on the activities of the association.
Section 3 – Special Meetings: Special meetings may be called by the President or a simple majority of the board of directors.
Section 4 – Notice of Meetings: Notice of the annual or any special meeting shall be sent to each voting member not less than ten days prior to the meeting.
Section 5 – Quorum: The members with voting rights present at any properly announced meeting shall constitute a quorum.
Section 6 – Proxies: Members may not vote by proxy at any meeting.
ARTICLE IV. BOARD OF DIRECTORS
Section 1 – Board Role, Size, and Compensation: The Board of Directors is responsible for overall policy and direction of the corporation. The Board of Directors shall have up to seven, but not fewer than five members. The Board of Directors receives no compensation other than reasonable expenses.
Section 2 – Terms: All Board of Directors members shall serve a three-year term and are eligible for re-election.
Section 3 – Eligibility: To be eligible to run for a position of the Board of directors, a individual must:
Be a member with current voting rights
Have been eligible to vote for no less than two years preceding the current election
Be 18 year of age or older on the day of the election
Section 4 – Meetings and Notice: The Board of Directors shall meet at least quarterly, at an agreed upon time and place. An official Board of Directors meeting requires that each board member have notice at least ten days in advance.
Section 5 – Virtual or Asynchronous Meetings: Virtual or asynchronous meetings of the Board of Directors may be held for the purpose of addressing single topics with the participation of at least two-thirds of the Board of Directors and does not require advanced notice. Virtual or Asynchronous meetings may take place via telephone, internet or other technologically-assisted means of communication. Decisions rendered in virtual or asynchronous meetings shall be entered into the notes of the next regular or special meeting of the Board of Directors. All Virtual or Asynchronous meetings open at the time of a regular or special meeting of the board of directors will be deemed closed without resolution.
Section 6 – Board Elections: Election or re-election of Directors shall be by a simple majority of members with voting rights at the annual meeting.
Section 7 – Quorum: A quorum must be attended by at least two-thirds of the sitting members of the Board of Directors for business transactions to take place and motions to pass.
Section 8 – Officers and Duties: There shall be four officers consisting of a President, Vice-President, Secretary and Treasurer. The officers shall be appointed by super majority of the Board of Directors at the first Summit of the calendar year held during the preceding cycle. In the event of a vacancy in an office, the Board may appoint a replacement until the first Summit of the next calendar year. Their duties are as follows:
The President shall preside or arrange for other members of the Board of Directors to preside at each meeting. The President is responsible for the general supervision, directions, and management of the affairs of the organization. The President or the Board’s designee will execute, on behalf of the organization all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by the Board for the proper and necessary transaction of the business of the corporation. The President shall serve as spokesperson for the organization and represent, or arrange for other members of the Board to represent, the organization at functions, meetings, events, etc. The President shall be the chief executive officer of the organization and shall see that all orders and resolutions of the Board and membership are carried into effect.
The Vice-President shall act as President in the absence or disability of the President. The Vice President shall have oversight and management of special projects as determined by the Board.
The Secretary shall provide for the keeping of proper minutes, documents, papers, and records of of the organization. The Secretary shall be responsible for the proper provision of notices and agendas for all meetings of the Board, Convention Committee and Membership. The Secretary and Treasurer will monitor membership in good standing. The Secretary shall also perform such other duties as determined by the Board.
The Treasurer shall ensure that accurate financial records of the corporation are maintained make such information available to board members and to the public as appropriate. The Treasurer shall facilitate the presentation of a report to the Board at its annual meeting, and shall from time to time make such reports to the Board as it may require. The Treasurer shall perform such other duties as may be determined from time to time by the Board.
Section 9 – Vacancies: When a vacancy on the Board of Directors exists mid-term, the Board of Directors may appoint a member with voting rights to fill the vacancy until the end of that vacancy’s term.
Section 10 – Resignation and Termination: Resignation from the Board of Directors must be in writing and received by the Secretary. A Director may be removed for any reason by a three-fourths majority vote of all of the Board of Directors. Notice of the proposed removal will be given to the Board of Directors with the notice of the meeting. The Director to be removed will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered. Removal may not take place in a virtual or asynchronous meeting.
Section 11 – Recall of a Director: A petition must be presented to a corporate officer (President, Vice-President, Secretary, or Treasurer) with the signatures of members who represent at least 50% of the membership with current voting rights of the corporation. The petition must call for the recall of a single Director and it must contain the printed and signed names of the petitioners and their current address. Within ten days of submittal of the petition, the Board of Directors is to notice a special meeting. The meeting must be held within 45 days of the petition being presented. The Director whose removal is sought is entitled to have an opportunity to respond to the petition at the meeting. A two-thirds supermajority of members with voting rights will immediately remove the Director.
Section 12 –Review of Director: A petition for review of a Director must be presented to a corporate officer (President, Vice-President, Secretary, or Treasurer) with the signatures of members who represent at least 33% of the membership with current voting rights of the corporation. The petition must call for the review of a single Director and it must contain the printed and signed names of the petitioners and their current mailing address.
Within ten days of submittal of the petition, the Board of Directors is to notice a special meeting of the voting membership. The meeting must be held within 45 days of the petition being presented. The Director whose review is sought is entitled to have an opportunity to respond to the petition at the meeting. After this meeting the Board of Directors will meet and discuss. The Board of Directors will determine the next steps and, if appropriate, create an action plan to address issues as needed or vote to remove the Director under review. A statement from the Board of Directors will be issued to the voting membership within 30 days of the review meeting
Section 13 – Special Meetings: Special meetings of the board shall be called upon the request of the President, or one-half of the board. Notices of special meetings shall be sent by the secretary to each board member at least ten days in advance. A shorter advance notice period for any specific meeting date may be approved by acknowledgment of a supermajority of directors.
ARTICLE V. COMMITTEES
Section 1 – Committee Formation: The Board of Directors may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The Board of Directors appoints all committee chairs.
Section 2 – Committee Conduct: The studies, findings, budgets, 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 VI. AMENDMENTS
Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board of Directors announcements.
ARTICLE VII. MISCELLANEOUS
Section 1 – Indemnity: The corporation will have the power to indemnify and hold harmless any Director, Officer, or individual 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 individual (except in cases involving willful misconduct). The corporation will have the power to purchase or procure insurance for such purposes.
Section 2 – Annual Cycle: Terms, membership, and voting rights based on an annual cycle of August 16th to August 15th. In the event of a change in convention dates, the annual cycle will be adjusted to 30 days after the conclusion of the convention. Notice of the new cycle will be made to the membership through all official CONvergence communication channels.
Section 3 – Fiscal Cycle: The fiscal year of the corporation will be January 1 through December 31st of each year.
ARTICLE VIII. DISSOLUTION
Section 1 – Dissolution: The corporation may be dissolved by a three-fourths majority vote of all of the Board of Directors. 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.
Updated February 2019