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Bylaws are the “owner’s manual” for your chapter or SIG. Your bylaws should cover membership, officer positions and how they are elected, and a procedure for amending them. The initial bylaws and future changes must be approved by your members.
It is a good idea to include only those things that are fundamental to your organization and are unlikely to change over time as bylaws. To cover day-to-day aspects that are more likely to change over time, consider also adopting a set of standing rules. Unlike bylaws, standing rules can be created and amended by a vote of your board as long as they do not conflict with its bylaws.
The bylaws authorize the board to make decisions and set policies as long as they do not conflict with the bylaws. Members approve the bylaws and elect the board. Important policy decisions by the board are included as standing rules.
As an example, how to become a member should be described in the bylaws, but the types of membership and the amounts that your organization charges may be better off as standing rules. Your members should decide what the board can change and what members must approve. The ICG Standing Rules can give you an idea about things that are typically covered. Some chapters and SIGs post their standing rules on their websites.
An important consideration for chapters is whether all members will be ICG members, or ICG membership is optional. Many chapters have all their members as ICG members because the ICG provides valuable benefits and members want to support that. A few chapters let individual members decide whether to support the ICG benefits their chapters receive through their memberships. Your chapter will want to discuss this. The only chapter member required to be an ICG member is the ICG board representative. All SIG members must also be ICG members.
Here are sample organization bylaws that your chapter or SIG can use as a starting point.
Bylaws of the UPPER SASQUATCH VALLEY COSTUMES GUILD
Adopted [MONTH], [DAY], [YEAR]
ARTICLE I — Name
The name of the Organization is the Sasquatch Valley Costumers Guild .
ARTICLE II — Description
The Organization is a not-for-profit educational organization that serves the costuming community in the Upper Sasquatch Valley area of the State of Confusion. It is a organization of the International Costumers’ Guild, Inc., a 501(c)(3) non-profit under United States tax law (EIN: 52-1656188).
ARTICLE III — Mission
The mission of the the Organization is to encourage and facilitate the study, appreciation, creation and wearing of costumes as an art form. Our objectives are to:
- Encourage and facilitate the study, appreciation, creation, and wearing of costumes as an art form.
- Encourage participation and education within the diverse costuming community by sponsoring how-to workshops, seminars, sewing circles and costumed events, throughout the Upper Sasquatch Valley in the State of Confusion
- Provide community service by acting as a resource for costuming appearances and displays, lectures, workshops and demos. Offer these resources to schools, museums, historical societies, preservation associations, fan conventions and other public and private organizations.
- Provide a public forum for the discussion of costume, and related subjects through publications, the Internet, and activities in the community.
- Offer a visual representation of costume art in the community through the sponsoring of costumed events.
ARTICLE IV — Limitations
The Organization shall not engage in activities that are not in furtherance of its stated purposes nor in opposition to the grounds which qualify it for exemption from Federal Income Tax under section 501(c) of the United States Internal Revenue Codes, as amended.
ARTICLE V — Location
The mailing address of the Organization shall be that of the Secretary. If this is outside the State of Confusion, the board shall appoint a ‘resident agent’ in the State of Confusion to handle legal correspondence with the State.
ARTICLE VI — Members
Section 1. Becoming a member. Membership in the Organization is open to all individuals who subscribe to these Bylaws and the Organization’s Code of Conduct, and pay the Dues of the Organization. The Board of Directors shall have the discretion to deny membership to any individual who, in its judgement, does not subscribe to these Bylaws or the Organization’s Code of Conduct.
Section 2. Classes of membership. Classes of membership shall be determined by the Board of Directors. Members of the Organization also become members of the International Costumers Guild (ICG).
Section 3. Dues. The Dues of the Organization shall be determined by the Board of Directors. Dues are payable annually with the membership year ending at the end of the month one year after the Dues payment was received. Dues are payable to the Treasurer or a designated payment agent. The Treasurer shall forward the ICG portion of the Dues to the ICG Treasurer upon payment.
Section 4. Member information. Members must provide the Secretary with their name, and postal address, and optionally their email address and telephone number The primary means of communications with members shall be through email. The Secretary shall be responsible for maintaining a roll of members and for determining total membership, and for maintaining the security and privacy of member information. Members are responsible for ensuring that their information maintained by the Secretary is accurate and up-to-date.
Section 5. Termination of membership. Membership shall terminate if the member has not paid the Dues of the Organization for at least thirty (30) days after the end of the month one year after Dues payment was received. Membership can be reinstated by paying the Dues of the Organization. Membership may also be terminated by the Board of Directors for violations of the Organization’s Code of Conduct, as approved by the Board.
ARTICLE VII — Board of Directors and Officers
Section 1. Board of Directors. The Board of Directors shall consist of the Officers of the Organization. Board shall conduct the Organization’s business and manage its property, except as otherwise provided by statute, or these Bylaws.
Section 2: Elections. Officers shall be members who are elected at the annual meeting of the Organization. An Officer may be removed at any time by an affirmative vote of two thirds (2/3) of the membership. An Officer whose membership is terminated for violations of the Organization’s Code of Conduct can no longer serve as an Officer. Vacancies among the Officers shall be filled by appointment by a majority of the remaining Officers.
Section 3: Term. The term for Officers shall be one year, beginning at the Annual meeting of the year in which the balloting was completed, and will continue until such time of the Annual Meeting one year hence.
Section 4: Officers and Duties.
a) President — Duties include presiding at meetings and taking general charge of the activities of the Organization.
b) Vice President — Duties include assisting the President in the furtherance of the President’s duties. In the event of the absence of the President, the Vice President shall assume the duties of the President. The Vice President shall also be the Organization’s representative on the ICG Board of Directors.
c) Secretary — Duties include notifying the members of meetings, making a record of meetings, and publishing meeting minutes. The Secretary shall handle the filing of all legal correspondence of the Organization, and shall report membership information to the ICG as required.
d) Treasurer — Duties include maintaining the funds of the Organization in good order and security. The Treasurer shall receive all monies payable to the Organization, deposit them in such bank as approved by the Board of Directors, and make payments as approved by the Officers. The Treasurer shall maintain proper books and records showing receipts and expenditures on behalf of the Organization. The Treasurer shall handle the filing of all financial reports of the Organization, and remit dues to the ICG as required.
e) ICG Board Representative — Duties include representing the Organization on the ICG Board of Directors, and regularly communicating information about ICG activities to the membership. The position can be held by another Officer of the Organization.
f) Other officers — The Board of Directors can create other officer positions from time.
ARTICLE VIII — Member Meetings
Section 1. Annual meeting. The annual meeting of the members of the Organization shall be held at a place designated by the Board of Directors of the Organization, within the fiscal year, for the election of officers and transaction of such business as may come before the meeting.
Section 2. Special meetings. Special meetings of the members of the Organization may be called at any time by the President of the Organization, or by a majority of the Board of Directors, upon a filing by five percent (5%) of the membership with the Secretary of a written request for such a meeting.
Section 3. Notice. Written notice of the place and time of the annual meeting or a special meeting shall be given by the Secretary to each member, either personally, by mail or by electronic communication, not less than thirty (30) days before the meeting.
Section 4: Quorum. At all meetings, those present shall constitute a quorum.
Section 5. Majority. All questions except the amendment of the Bylaws, and other matters specifically regulated, shall be determined by a majority of the votes cast.
ARTICLE IX — Board of Directors Meetings
Section 1. Actions of the Board. The Board of Directors may exercise all such powers of the Organization and do all such lawful acts and things as statute or these Bylaws do not direct or require be exercised or done by the members.
Section 2. Meetings of the Board. The Board of Directors meetings can take place either in a physical location at a specified time and place, or through an online group separate from the general membership online group.
Section 3. Board minutes. Minutes of Board of Directors meetings shall be made available to all members of the Organization. If the Board conducts meetings through an online group, the group shall be readable by members of the Organization. Excluded from this requirement are issues that must be discussed in closed session for reasons of confidentiality.
Section 4: Quorum. At all meetings, those present shall constitute a quorum.
Section 5. Majority. All questions and other matters specifically regulated, shall be determined by a majority of the votes cast.
ARTICLE X – General Provisions
Section 1. Fiscal year. The fiscal year of the Organization shall be the same as the fiscal year of the International Costumers’ Guild (ICG). This is stated as “January 1 of each year” in the ICG Bylaws dated 1992.
Section 2. Amendments. The Bylaws of the Organization may be altered, amended, or repealed at any meeting of the members of the Organization by a two-thirds majority vote of all the members represented either in person or by proxy, provided that the proposed action is inserted in the notice of the meeting and that the notice is delivered to each member, either personally, by mail or by electronic communication, not less than thirty (30) days before the meeting.
Section 3. Dissolution. In the event of the dissolution of the Organization, all assets remaining after payment of all obligations shall be distributed exclusively for charitable, educational, and scientific purposes to Organizations organized and operated for such purposes and exempt from Federal Income Tax under provision of Section 501(c) of the Internal Revenue Code, as amended.
Section 4. Waiver of notice. Wherever these Bylaws or any statute requires notice of any regular or special meeting of the Members or the Board of Directors, respectively, the meeting may be held without giving such notice, if seventy-five percent (75%) of all the members of the Organization or every Board member 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.