BY-LAWS FOR MIDWEST FURRY FANDOM, INCORPORATED
Approved on September 07, 2003
1.1 Identification. This Not for Profit Corporation, "Midwest Furry Fandom" shall be referred to herein as "MFF" or "the Corporation".
1.2 Purpose. MFF is an Illinois Educational Not-For-Profit Corporation that exists primarily for the purpose of holding an annual convention to facilitate education in anthropomorphic literature and art. The convention shall be named 'Midwest FurFest', herein referred to as 'the Convention'. A Convention Chair will be selected annually by the Board. This chair will have the responsibility to select the members of a Convention Committee and carry out the running of the convention. A secondary purpose of the corporation is to facilitate the donation of funds to non-profit institutions that the board decides are worthy and which promote the well-being of humans and/or animals.
1.3 Limitation of Financial Activities. Notwithstanding any other provision of these bylaws, no Member, Director, Officer, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
It is intended that MFF be entitled to exemption from Federal income tax under section 501(c)3 of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.
No part of MFF's assets or net earnings may inure to the benefit of private individuals. This does not preclude the payment of any reasonable fees for goods or services provided to the organization.
In the event of dissolution of MFF, the group's assets will be distributed to another nonprofit organization that is exempt under section 501(c)3 status of the Internal Revenue Code, said organization to be selected by the Board of Directors.
MFF shall not as a substantial part of its activities attempt to influence, carry on propaganda or otherwise attempt to influence legislation except to the extent permitted by section 501(h) of the Internal Revenue Code.
2.1 Registered Office and Registered Agent. The registered office of the Corporation shall be located in the State of Illinois at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. By custom, the registered office of the Corporation shall be the home of the registered agent of the Corporation.
2.2 The Principal Office of the Corporation. The principal office of the Corporation shall be the address of the President of Board of Directors.
2.3 Other Offices. The Corporation may have other offices within or outside the State of Illinois at such place or places as the Board of Directors may from time to time determine.
3.1 Corporate Organization. This Corporation is made up of three segments.
(a) The General Membership. The General Membership is made up of all people who have purchased an annual membership or been granted a membership for providing valuable service to the corporation. the possession of an annual membership to the Corporation will grant the holder access to the Convention. The General Membership has no voting rights.
(b) The Convention Committee. The Convention Committee is headed by a Convention Chairman (Chair) who is chosen annually by the Board on or before July 31st of the fiscal year prior to the one h/she will serve as Chairman. The Chair serves at the Board's discretion until the convention is complete and has closed its books or they notify the Board of their resignation in writing. The rest of the Committee is appointed by the Chair and serve at the Chair's discretion, with responsibilities determined by the Chair, until the convention is complete, or they notify the Chair of their resignation.
(c) The Board of Directors. The Board of Directors is made up of a number of people (not less than 6) elected by the Board of Directors plus one additional member. The elected members serve a two year term, with elections to be held at the annual meeting of the Corporation.
Elections shall be arranged so that only half of the board members are up for reelection in any one year. The additional member is the Chair of the Convention Committee for the current fiscal year. The Board shall have three officers, a President who will chair the meetings, a Secretary who will be responsible for the minutes of the meetings, and a Treasurer who will be responsible for the finances of the Corporation.
4.1 General Powers. The business and affairs of MFF shall be managed by its Board of Directors (the "Board"). The Board shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with these by-laws and the laws of this State. The Board is uniquely empowered to deal with convention affairs that span multiple years.
4.2 Number, Tenure and Qualifications. Directors must be Individual Members who have been Members for at least two years (where possible) and have served on at least one convention committee. The number of Directors of MFF shall be chosen by the board as desired, but it shall be not less than 6 and not more than 20.
Directors shall be elected to two year terms, with elections to be held each year for each half of the Directors. Each Director shall hold office until the first annual meeting of the Board after his or her election and until the Director's successor shall have been elected and qualified. An additional Director will be the current Convention Committee Chairman. The number of Directors may be changed from time to time by the Board without further amendment to these Bylaws.
4.3 Election. Election of Directors shall take place at the annual formal meeting of the Board of Directors. The Convention Committee will arrange space at the Convention (at a time and location published in the Convention program schedule) for the annual meeting. Both new andexisting members of the board must garner a 3/4 majority of the Board to be elected.
4.4 Meetings.
(a) Scheduled Meetings. The Board shall hold at least two scheduled meetings per year, not counting any meetings held at the Convention. All meetings are called either by the President of the Board, or by three agreeing Directors, or by the Convention Chairman. The agenda for each meeting must be set and distributed to all Directors by the President before the meeting. Any Director may add items to the agenda, provided that they announce the items at or before the start of business for the meeting. The order of the added items within the published agenda is at the discretion of the President. Board members have the right to be given at least 20 days advance notice of a meeting. The president shall make a good faith effort to contact all board members before the 20 day limit. The meeting cannot take place with less lead time unless all board members agree to an exception.
(b) Unscheduled meetings. Unscheduled meetings may be needed in case of emergencies. The president (or senior officer in the President's absence) shall make a good faith effort to contact all board members in the most immediate fashion available (telephone preferred over post, for example). The unscheduled meeting must be approved unanimously by the board members who have been successfully contacted and the number participating must constitute a Quorum.
(c) Quorum. The quorum of any meeting of the Board shall be set at 3/4 of the Board. At least one officer must be present. Electronic presence via telephone or Internet is acceptable for a Board member to qualify as being in attendance.
A call for a vote of no confidence in the Chairman of the Convention Committee or removal of any Director may be requested by any Director at any time during the meeting. The vote must be held. No identical vote of this type may be requested a third time in any meeting.
4.5 Limitation of Powers. The Board is restricted from exercising the following powers:
(a) Agreements. The Board cannot make agreements for the Convention, except in cases of making agreements that span multiple years. Multiple year agreements that affect the Convention in the current fiscal year must have the approval of the current Convention Committee Chairman.
4.6 Officers. The Officers of MFF shall be a President, a Secretary, and a Treasurer, each of whom shall be a Director and shall be elected to his or her position by the Board. Such other Officers and Assistant Officers as may be deemed necessary may be elected or appointed by the Board. The Convention Chairman is not eligible to be an Officer of the Corporation.
(a) President. The President shall be the principal executive officer of MFF, and shall be preside over all meetings of the Board. The President will be responsible for setting the agenda of each board meeting, distributing the agenda to all Directors before the each meeting, and shall set the time, date, and location of each Board meeting.
(b) Secretary. The Secretary shall conduct the correspondence of the Corporation, and shall keep the minutes of the Board's meetings.
(c) Treasurer. The Treasurer shall collect all membership dues, sign checks for the Corporation at the direction of the Board or the Chair, shall open and close bank accounts in a manner advantageous for the Corporation, shall deposit and withdraw funds (including cash) at the direction of the Board or Chair, shall shift funds between corporate accounts, shall complete and submit accurate State and Federal forms for the Corporation, and shall serve on all Convention Committees.
(d) Term of Office. The Officers of MFF to be elected by the Board shall be elected annually at the first meeting of the Board.
(e) Temprary Succession. In the event an officer is not available at a meeting, the order of temporary succession after President is Secretary, then Treasurer. With no officers present, a meeting cannot take place.
4.7 Removal. Any Director may be removed at any time by a 3/4 vote of the Board. This excludes removal of the Convention Committee Chairman. The Chairman may be removed at any time by a simple majority vote of the Board. Vacancies in the Board shall be filled by vote of the Board. Directors who are absent for three consecutive meetings shall be considered for a vote of removal from the Board.
4.8 Resignation of Directors. A Director may resign at any time by giving written or electronic mail notice to the President or Secretary of MFF. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board, and the acceptance of the resignation shall not be necessary to make it effective.
4.9 Vacancies. Should any vacancy occur by death, resignation, or otherwise, the same shall be filled without undue delay by the Board of Directors.
4.10 Annual Report. The Board shall be responsible for filing, as required by statute, the annual report in the office of the secretary of state.
4.11 Remand procedure. In the event the Convention Chair finds themselves in a situation which is a significant conflict of interest between their own self interest and the good of the convention, the chair is strongly encouraged to remand themselves and allow the Board to make that decision. If the President is asked for a decision by the Chair, the Board must meet (or communicate their decisions to the President). The President will establish the decision by non-secret collection of responses and simple majority rule. The Chair must abstain from this vote. The President will then convey the outcome to the chair. Such decisions will be added to the corporate minutes at the next board meeting.
4.12 Override procedure. If the Convention Chair makes a decision which the Board feels is dangerous to the good of the convention, the Board may vote to overturn that decision.
While the overturn of a Chair decision is expected to be rare, the fact that it can be done should provide a disincentive for the Chair to make unilateral decisions on important issues. If the President or three or more members of the Board feel that a decision must be questioned, they can seek a vote by the Board. The President will call a meeting or seek individual responses on whether to override. If a 3/4 majority is achieved on a vote\to override, the President shall inform the Convention Chair that the decision is overridden. Such decisions will be added to the corporate minutes at the next board meeting.
5.1 Naming. The name of the Convention shall be set as 'Midwest FurFest'.
5.2 Convention Committee Chairman. A Convention Committee Chairman shall be selected annually by the Board. Selection of the Chairman for the next fiscal year's Convention shall take place no later than three months prior to the current fiscal year's Convention.
(a) Scope of Authority. The Chairman shall have executive authority for the execution of the Convention that h/she is responsible for. This includes, but is not limited to the following:
(1) Choosing the members of the Convention Committee.
(2) Detailing all the particulars of the Convention as long as those particulars do not violate existing corporate regulations or agreements. Corporate regulations may not be violated, but agreements may be canceled with Board approval
(3) Firing any member of the Convention Committee.
(4) Arranging for Convention Guests of Honor, including necessary airfare, transportation, lodging, and attendance stipends.
(5) Sign checks relating to Convention expenses.
(6) Call a Board meeting if necessary.
(b) Limitations on Scope of Authority. The Chair can make no agreements for the Corporation that extend beyond the Convention (either in scope or in term) without the consent of the Board.
5.3 The Convention Committee. The Convention Committee Chairman shall appoint the members of the Convention Committee. The members of the Convention Committee serve at the discretion of the Chairman, with responsibilities determined by the Chairman, until the Convention is over, or they notify the Chairman of their resignation.
5.4 Convention Budget. The Convention Chairman shall submit an initial budget to the Board for approval at least eight months prior to the Convention. The Board shall vote to approve the budget by majority vote.
(a) No member of the Convention Committee may spend Corporation funds without a budget that has been approved by the Board. Any non-budgeted expenses must be brought before the Board.
(b) The Chairman may not amend an approved budget without consent of the Treasurer
(c) The Chair may not increase the total budget of the Convention by more than 10% of the last Board approved amount without getting the budget re-approved by the Board.
(d) The Chair may not cut any approved departmental budget by more than 30% of the last Board approved amount without getting the budget re-approved.
(e) No member of the Convention Committee may over spend his or her budget without chair approval. Any unauthorized expenses over budget are the responsibility of the
party designating that expense. It is under the discretion of the Board as to whether the over expenditure will be covered.
(f) The Chairman cannot authorize the disbursements of funds to any person that do not represent either reimbursement or prepayment of approved budgetary expenditures. No funds shall ever be disbursed that represent payments or stipends to corporation members with the exception of the appearance stipend for Guests of Honor, if necessary.
(g) The Board does not have any line-item change ability in the process of approving a Convention budget.
The fiscal year of MFF shall be fixed by resolution of the Board. The current fiscal year begins on January 1.
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of a majority of all the Directors.
8.1 Voting by Mail. Voting by electronic ballot, including by electronic mail transmission, or by postal mail is allowed if approved by the Board.
8.2 Telephone and Electronic Board Meetings. The Board may meet by telephone conference or electronically if approved by the Board.
8.3 Fractional majorities. For the purposes of calculating if a certain majority size is achieved, the computed number should be rounded up. For example, a 3/4 majority of 10 people is 8 people.
MFF shall indemnify, defend, and hold harmless each Officer and Director of the Corporation to the full extent of the law from and against all costs, losses, expenses, and claims incurred by such person because the person is or was a Director or Officer of MFF
provided such person conducted himself or herself in good faith, the person reasonably believed that his or her conduct was in the Corporation's best interests, in the case of conduct in such person's official capacity, or in all other cases, his or her conduct was at least not opposed to the Corporation's best interests, and in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful.