By-Laws

(As accepted Nov 12, 2011)

Article I. Definitions

1.1 Names

For the purposes of this document, “the Corporation” or “the Organization” shall refer to Pi-Con.Org Corporation.

1.2 Passing a motion

Unless otherwise required by these bylaws, motion shall be passed if, when a vote is held on it, a majority of the votes cast are in favor. Where these bylaws call for a vote by a fraction of the general or governing membership, the total number of affirmative votes cast must be equal to the specified fraction of the total number of general or governing members on record.

Article II. Officers and Elections

2.1 Officers

The Corporation shall have four officers: President, Vice President, Treasurer, and Clerk.

2.2. Officer Elections

Officer elections shall be held at the Annual Meeting of the Corporation. The officer presiding over the Annual Meeting shall preside at officer elections. The presiding officer has authority to determine the process by which the election takes place so long as the following conditions are met:

2.2.A. Any Governing Member in good standing may be nominated to run for office with a nomination and a second.

2.2.B. Each candidate shall be given no less than 3 minutes to address the meeting prior to voting, and all candidates must be given an equal chance to speak.

2.2.C. Voting must be performed by secret ballot, with the ballots available for examination by any member for the duration of the meeting and 24 hours after, except as necessary to implement any proxy voting mechanism.

2.2.D Before voting begins, the presiding officer shall describe the process to be followed if no candidate has a majority of votes cast. This process shall be approved by the Governing Membership.

2.3 Officer Transitions

New officers shall take office 2 weeks after the Annual Meeting. During this period, the outgoing officers shall transfer the running of the Corporation to the new officers, including all relevant documents.

2.4 Duties

The duties of the officer are as follows:

(a) The President is the chief executive officer of the Corporation, presides at meetings of the Membership and of the Board of Directors, and is in general charge of the day-to-day activities and business of the Corporation. The President shall insure that corporate activities are in accordance with the policies of the Corporation.

(b) The Vice President shall assume the duties of the President during any vacancy in the office of the President and during the President’s absence or inability to act. The Vice President shall insure that corporate activities are in accordance with federal, state, and local laws.

(c) The Treasurer shall keep the funds in depositories designated by the Board of Directors, maintain the financial records of the Corporation, exercise oversight over the Convention Treasurer’s activities, and pay the debts properly authorized in accordance with these bylaws. The Treasurer shall make financial records available to the Board of Directors and Membership. The Treasurer shall insure that corporate activities are in accordance with federal, state, and local tax laws and shall be responsible for all necessary filings with any taxing authorities. The Treasurer may not serve as Convention Treasurer during his term of office. The Treasurer shall chair meetings in the absence of both the President and the Vice President. The Treasurer chairs the Budget Committee.

(c).1 Oversight of the Convention Treasurer shall only extend to insuring that applicable federal, state, and local laws, these Bylaws, Generally Accepted Accounting Practices, and Corporate Financial Policy are adhered to and shall in no other ways override the authority of the ConChair. The Corporate Treasurer shall have the right to demand copies of complete financial records from the Convention Treasurer at any time. The Convention Treasurer shall produce the records within a time interval set by the Board of Directors. [pending legal review]

(d) The Clerk shall keep minutes of the meetings of the Membership and of the Board of Directors and maintain the records of the Corporation, other than financial records, but including the membership roster and attendance records. The Clerk shall inform the members of corporate activities, including the membership roster and attendance records, publishing and distributing the monthly corporate newsletter and all other notices not otherwise assigned. The Clerk shall be responsible for all necessary filings with the office of the State Secretary. The Clerk shall affix and authenticate the Seal of the Corporation as directed by the Membership or by the Board of Directors. The Clerk shall chair meetings in absence of the President, Vice President, and the Treasurer.

(e) The officers shall perform such additional duties pertaining to their offices as may be assigned by the Board of Directors or by the Membership.

2.5 Restrictions

2.5.A No person may hold more than one office of the Corporation at one time.

2.5.B No person may hold the positions of Convention Chair and President of the Corporation at the same time.

2.5.C No person may hold the positions of Convention Treasurer and Corporate Treasuer at the same time.

2.6 Removal of officers

A motion to remove an officer must be brought up at a General Meeting and shall, after discussion, be tabled until a subsequent General Meeting, such meeting to take place no later than 45 days after the motion is made. Neither of these meetings may be presided over by the officer in question. Voting shall be by secret ballot with a majority vote being sufficient for the motion to pass. Upon the tabling of the motion to remove an officer, said officer shall be temporarily relieved of his or her duties and disallowed from acting on behalf of the Corporation until the motion is voted upon.

2.7 Vacancies

If an office becomes vacant, an election for that position shall be held as soon as possible, and the officer thus elected shall take authority immediately. The President shall, when he or she deems it necessary, appoint a person to the office in the interim.

Article III. Board of Directors

3.1 Definition

The Board of Directors shall be the body which manages the policies, goals, and strategic direction of the Organization, in addition to other duties outlined in these articles.

The following persons shall have seats on the Board of Directors ex officio, without being subject to a vote:

  • President of the Organization
  • Vice President of the Organization
  • Treasurer of the Organization
  • Secretary of the Organization
  • The Current Chair of the Convention Committee
  • The person elected to next hold the position of Chair of the Convention Committee, if any.

 

3.2 Decisions

The Board of Directors shall establish a process for making decisions as a body.

3.3 Limitations

Any decision made by the Board may be overturned when two-thirds (2/3) of all Governing Members vote to do so.

3.4 Outside Directors

The Governing Membership may, at the Annual Meeting, move to give any Governing Member in good standing a seat on the Board of Directors. Such a vote shall be a yes/no vote on the candidate for the directorship, and shall be done by secret ballot.

The Board of Directors may, at any time, vote to add a person to the Board of Directors regardless of their status as a member of the Organization.

Article IV. Membership

4.1 Classes of Membership

There are three classes of membership in the Corporation:

4.1.A General members are those members who have paid the annual membership fee, subject to approval by the Chair of the Convention Committee or its designees.

4.1.B Governing members are entitled to all rights and privileges of membership including the right to vote and hold office. To become a Governing Member, a person must:

  1. be a general member;
  2. have attended no less than 1 General Meeting in the preceding 12 month period;
  3. pay any additional dues as may be set by the Board of Directors or the Convention Chair.

4.1.C Honorary members are entitled to all rights and privileges of membership except the right to vote and hold office. Honorary members pay no dues. Honorary membership is conferred by vote of the Governing Membership.

4.2 Dues and Fees

4.2.A The Convention chair is explicitly empowered to base the membership fee on proximity of the purchase to the Pi-Con convention.

4.2.B The organization is further permitted to set different rates for different membership categories.

4.2.C The amount of additional dues to be paid by Governing Members, the date on which dues are due, and other regulations regarding dues are determined by the Board of Directors. The Treasurer may waive dues in whole or in part for any member in case of financial hardship.

4.3 Suspension and Expulsion

4.3.A A General member may be expelled or suspended from the membership in the Corporation for activities which run counter to the bylaws and purposes of the Corporation by two-thirds vote of the Membership, or by any person authorized to do so by the Board of Directors or the Convention Chair.

4.3.B The suspension is valid immediately, but may be overturned by a vote of the Governing Members present at a subsequent General Meeting. The member in question shall have the opportunity to be heard, and further discussion shall be in order before the voting. Voting on this question shall be by secret ballot.

4.3.C Any person who is suspended or expelled from membership is, upon request, entitled to a pro rata refund of dues.

4.4 Meeting Requirements

4.4.A The General Membership shall be entitled to attend any meeting of the Organization, regardless of the purpose of the meeting.

4.4.B A General Member shall be deemed to have attended a meeting in any of the following situations:

  1. The Member was in physical attendance for at least part of the meeting.
  2. The Member arranged to observe the meeting via some method of communication allowing for simultaneous voice communication, such as a speakerphone or an Internet-based voice chat service. The member shall be deemed to have been in attendance for purposes of membership.

Article V. Corporate Operations

5.1 Role of Corporation

The Corporation through its Governing Membership and Board of Directors shall be responsible for long term strategic planning of Pi-Con.org Corporation programs including the Pi-Con Convention.

5.2 Meetings

5.2.A General Meetings should be held bimonthly whenever possible.

5.2.B Meeting schedules shall be determined by the Board and shall be announced not less than 90 days in advance.  This requirement shall not be construed as to disallow the rescheduling of meetings by the Clerk as necessary or appropriate.

5.2.C The agenda for a General Meeting shall be published so it can be viewed by all Members no less than two weeks prior to a meeting.

5.2.D For an item to appear on a meeting agenda, it must have been presented at the previous General Meeting. Alternately, an item can be placed on the agenda during a meeting by 2/3 vote of members in attendance, except where otherwise prohibited by the bylaws.

5.2.E The President shall preside over General Meetings. If the President cannot preside, the Vice President or his or her designee may preside over the meeting.

5.2.F Quorum for General Meetings shall be no lower than four Governing Members, and the lowest of:

  • A number of Governing Members which is at least 51%, rounded up, of the attendance of the previous meeting;
  • Five Governing Members.

5.2.G Approval of a motion shall require a majority vote of members in attendance unless otherwise specified in the By-Laws.

5.2.H The Corporation shall hold an Annual Meeting once a year, on a date to be determined by the Board of Directors.

5.3 Committees

5.3.A Corporation committees shall include but are not limited to a Convention Committee for each year’s convention.

5.3.B Unless otherwise specified, the Board appoints and may remove committee chairpersons and members.

5.3.C Additional committees may be created and their functions defined by the membership.

Article VI. Convention Committee

6.1 ConComm Shall Exist

Pi-Con is the annual convention sponsored by Pi-Con.org Corporation. Each Pi-Con is run by a separate Convention Committee. The term of office of each Convention Committee shall continue until it has wound up the business of its convention, or until terminated by the membership.

6.2 ConChair

Within the scope of these bylaws, corporate policy and the authorized budget, the chairperson of each Pi-Con (called the ConChair) is responsible for administrating the convention and has full authority to make staff and fiscal decisions, which decisions are subject to review by the Board of Directors and the Membership.

6.2.A The ConChair shall report frequently to the President and shall report to the General Membership at each General Meeting.

6.2.B The ConChair shall have authority to utilize any resources which have been allocated to the Convention by the Governing Membership.

6.2 C The ConChair may appoint and remove members of the Convention Committee, including but not limited to division heads, liaisons, and coordinators.

6.3 Selecting ConChair

The ConChair of a given convention shall be selected no less than 3 months before the convention prior to the one which he/she will chair, unless otherwise determined by the membership. The Board of Directors may nominate any Governing Member in good standing as ConChair. The ConChair must be approved by the majority of General Members present.

6.4 Limitations on the authority of the ConChair:

6.4.A The Membership may overrule any decision of a ConChair.

6.4.B The Board of Directors may suspend implementation of a decision of a ConChair pending a vote of the Membership. The suspension shall be considered at the next General Meeting. The suspension is terminated by the failure of the Membership to either extend the suspension or overrule the ConChair.

6.5 Suspension or Removal

A motion to remove the convention chairperson must be brought up at a meeting and shall, after discussion, be tabled until a subsequent meeting, such meeting to take place no later than 15 days after the motion is made. Voting shall be by secret ballot with a majority vote being sufficient for the motion to pass.

Article VII. By-Law Amendments

7.1 Ratification

These By-Laws shall be in force when approved by the majority of Governing Members in attendance at two consecutive General Meetings.

7.2 Amendments

Any amendments to these articles shall be ratified by one of the following methods:

  1. a unanimous vote of all Governing Members of the Organization
  2. two successive General Meetings in which a majority of Governing Members present voted to ratify the amendments

 

Article VIII. Conflicts of Interests

8.1 General Policy

The Corporation and its agents, employees, servants, or other persons acting on its behalf are forbidden by these Articles from paying more than fair market value for any services or goods provided by a Governing Member of this Organization, their immediate family, or employer.

8.2 Conflicts of Interest: Definition

For purposes of these Articles, a Conflict of Interest shall be defined as any of the following situations:

  1. a person involved will reap a direct financial benefit from the action being considered;
  2. a person’s spouse, child, or other immediate family member will reap a direct financial benefit from the action being considered;
  3. the Organization is considering a transaction with a person’s employer, or a corporation, partnership, LLC, unincorporated association, or other business entity in which the person, their spouse, child, or an immediate family member have an ownership or other performance-based financial interest not acquired through a public stock exchange;

8.3 Voting and Conflicts of Interest: Directors

Prior to any vote taken by the Board of Directors, Directors will announce the nature of any conflict of interest they have with regard to the action in question. Those directors having a conflict shall leave the vicinity while the vote takes place.

8.4 Voting and Conflicts of Interest: Convention Staff

Any staff proposing or considering a transaction on behalf of the convention in which they have a conflict of interest shall immediately report it to the ConChair and at least one member of the Board of Directors. Before the transaction is approved, two disinterested members of the Board and the ConChair shall review the transaction and ratify it. If the party with the conflict of interest is the ConChair, a majority of disinterested Directors shall review and ratify the transaction.