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Altonimbus Entertainment

An Oregon Non-Profit Mutual Benefit Corporation

By-Laws

Altonimbus Entertainment

An Oregon Non-Profit Mutual Benefit Corporation

Bylaws

No change except spelling of "Bylaws".

Article 1: Statement of Purpose

Altonimbus Entertainment is a nonprofit mutual benefit corporation organized for the collaboration of individuals with an interest in the promotion of pop cultures through media.

Article 1: Statement of Purpose

Altonimbus Entertainment is a nonprofit mutual benefit corporation organized to host events, including its primary event Kumoricon, which promote Japanese animation and related cultural and entertainment media.

Specify purpose to clarify current practice.

Article 2: Organization and Structure

Article 2: Organization and Structure

A. Name

The name of this organization shall be ALTONIMBUS ENTERTAINMENT. It may also operate under the event name KUMORICON.

A. Name

The name of this organization shall be Altonimbus Entertainment. It may also operate under the event name Kumoricon.

No change.

B. Address

The principle office of ALTONIMBUS ENTERTAINMENT shall be where the Board of Directors designates. The Board of Directors may change the principal address from one location within, or outside of, the State of Oregon to another location at their discretion. The Secretary shall note any such change and the Board shall amend the by-laws to reflect any such change.

B. Address

The principal office of Altonimbus Entertainment shall be where the Board designates. The Board may change the principal address from one location within, or outside of, the State of Oregon to another location at their discretion. The Secretary shall note any such change and the Board shall amend the bylaws, by majority vote at a Board Meeting, to reflect any such change.

The current principal address is 5331 SW MacAdam Ave, Ste 258-206, Portland, OR 97239.

Address added to correct an oversight.

C. Founders

The founders of ALTONIMBUS ENTERTAINMENT are (in alphabetical order by last name): Duncan Barth, Tamara Fuller, Sean Larson, Ryan Stasel, and Peter Verrey.

Moved to Article 5, with pointer in Section E of this article to improve organization and layout of this document.

D. Board of Directors

There shall be a Board of Directors ("Board") of ALTONIMBUS ENTERTAINMENT. The Board shall have the powers and responsibilities as provided in Article 3 below.

C. Board of Directors

There shall be a Board of Directors ("Board") of Altonimbus Entertainment. The Board shall have the powers and responsibilities as provided in Article 3 below.

No change.

E. Officers

There shall be at least a President, Vice President, Treasurer and Secretary of ALTONIMBUS ENTERTAINMENT. Officers shall be elected by the members of ALTONIMBUS ENTERTAINMENT and shall have the powers and responsibilities as provided in Article 4 below.

D. Officers

There shall be Officers of Altonimbus Entertainment as described in Article 4.

Detail displaced to improve organization and layout of document.

E. Founding Directors

There shall be Founding Directors of Altonimbus Entertainment as described in Article 5.

Improving organization and layout.

F. Managing Directors

There shall be Managing Directors of Kumoricon as described in Article 6.

Improving organization and layout.

G. Membership

There shall be a Membership of Altonimbus Entertainment, consisting of those accepted applicants as described in Article 8.

Improving organization and layout.

H. No Compensation

Board Members, Officers, Managing Directors, Founding Directors, and Members of Altonimbus Entertainment shall not receive compensation for services performed in connection with their duties to the organization, including duties established by the Board, but may be reimbursed, if approved by the Board, for necessary and unavoidable expenditures incurred on behalf of Altonimbus Entertainment.

Correcting the oversight about compensation and codifying current practice of reimbursement.

Article 3: Board of Directors

Article 3: Board of Directors

A. Composition of the Board of Directors

The Board of Directors ("Board") shall consist of the Founders of ALTONIMBUS ENTERTAINMENT ("Founding Directors"), and the Officers defined in these Bylaws. An individual shall only have one vote on the Board as long as they are an Officer. Founding Directors who do not hold an office shall not have a vote on the Board but shall still enjoy the right to participate in meetings of the Board. All individuals on the Board shall be known as "Directors" but only Officers shall be considered "Directors in office".

A. Composition of the Board of Directors

1. The Board of Directors ("Board") shall consist of those Officers of Altonimbus Entertainment and those Managing Directors of Kumoricon (collectively known as "Designated Board Positions"), as named in Articles 4 and 6.

2. A Board Member shall have a right to exactly one vote on the Board regardless of the number of Designated Board Positions he or she holds.

Simplify and streamline.

B. Powers of the Board of Directors

1. The governing body of ALTONIMBUS ENTERTAINMENT shall be the Board of Directors ("Board").

2. The Board shall have supervision, control and direction of the management, affairs and property of ALTONIMBUS ENTERTAINMENT.

3. The Board may adopt, by majority vote, such policies, rules and regulations for ALTONIMBUS ENTERTAINMENT as the Board shall deem necessary or desirable.

4. The Board may employ such persons, including but not limited to attorneys, trustees, agents and assistants, as in its judgment are necessary or desirable for the administration and management of ALTONIMBUS ENTERTAINMENT, and my pay reasonable compensation for the services performed and expenses incurred by any such persons.

B. Powers of the Board of Directors

1. The governing body of Altonimbus Entertainment shall be the Board of Directors ("Board").

2. The Board shall have supervision, control and direction of the management, affairs and property of Altonimbus Entertainment.

3. The Board may adopt such policies, rules and regulations for Altonimbus Entertainment as the Board shall deem necessary or desirable.

4. The Board may employ such persons, including but not limited to attorneys, trustees, agents and assistants, as in its judgment are necessary or desirable for the administration and management of Altonimbus Entertainment, and may pay reasonable compensation for the services performed and expenses incurred by any such persons. Such employment shall not automatically confer any Membership status to Altonimbus Entertainment or staff status to Kumoricon or any event.

(3) Eliminating redundancy.

(4) Correcting a possible oversight regarding organization being all-volunteer.

C. Responsibilities of the Board of Directors

1. The Board shall actively pursue the purposes and objectives of ALTONIMBUS ENTERTAINMENT and supervise the disbursement of ALTONIMBUS ENTERTAINMENT funds.

C. Responsibilities of the Board of Directors

The Board shall actively pursue the purposes and objectives of Altonimbus Entertainment and supervise the disbursement of Altonimbus Entertainment funds.

No change.

D. Tenure of the Board of Directors

1. Founding Directors. A Founding Director shall remain on the Board unless the Founding Director dies, resigns, or is removed as a Founding Director by amendment to these Bylaws.

2. Any other Director shall remain on the Board until the next annual meeting of the body which appointed the Director. This should be approximately one year.

3 A Director may be removed from office by the body which appointed or elected the Director (the membership or the board).

4. A Director may be elected to consecutive terms of office.

5. A Director may resign as a Director and Officer by delivering written notice to the Secretary or President. Resignation or removal as a Director shall automatically be a resignation as an officer as well.

6. A Director and Officer may be removed by the Board if elected by the Board and by the Membership if elected by the Membership. A membership elected director may be removed by a majority vote of the membership at a meeting where notice of the intention to remove the director is given. A Board elected director may be removed by a 2/3 vote of the Directors in office.

D. Tenure of the Board of Directors

1. An individual shall become a Board Member concurrent with his or her taking office to one or more Designated Board Positions.

2. An individual shall cease being a Board Member at such time as the individual no longer holds any Designated Board Positions.

3. Resignation or removal from all current Designated Board Positions as described elsewhere in these bylaws shall be treated as resignation or removal, respectively, as a Board Member.

Simplify, streamline, and improve organization of document.

E. Conflict of Interest

A transaction in which a Director has a conflict of interest, direct or indirect, may be approved (a) if in advance of the transaction the material facts and the director's interest is disclosed or (b) if the material facts and director's interest were disclosed to the voting members and they approved, authorized or ratified the transaction.

E. Conflict of Interest

A transaction in which a Board Member has a conflict of interest, direct or indirect, may be approved (a) if in advance of the transaction the material facts and the Board Member's interest is disclosed or (b) if the material facts and Board Member's interest were disclosed to the Members and they approved, authorized or ratified the transaction.

No change except terminology.

Article 4: Officers

Article 4: Officers

A. Designation of Officers

There shall be at least a President, Vice President, Treasurer and Secretary of ALTONIMBUS ENTERTAINMENT.

A. Designation of Officers

1. There shall be a President, Vice President, Treasurer, Secretary, and Facilities Liaison of Altonimbus Entertainment.

2. The President position may alternately be referred to as the Chair.

3. The Vice President position may alternately be referred to as the Vice Chair.

(2) Codify current practice.

(3) Codify current practice.

B. Election, Removal and Terms of Officers

1. Officers/Directors shall be elected by majority vote of the voting members of ALTONIMBUS ENTERTAINMENT or the Board as designated in these Bylaws. All officers shall be members of the Board of Directors.

2. Elections of Officers shall take place annually at an annual meeting to be called for that purpose. The annual meeting shall take place at a time and place set by the Board and shall normally be held in September or October.

3. Officers elected by the Board may be removed by a 2/3 majority vote of the Board of Directors in office at any Board Meeting. Officers elected by the membership may be removed by a majority of the membership attending a meeting where notice was given of the intention to remove the Officer. Removal of a Founding Director as an Officer shall not affect the Founding Director’s position on the Board of Directors as a Founding Director.

4. When there is a vacancy in any Office, a special election shall be held to fill that Office. The Office shall be filled by the body which initially elected the Officer.

5. Unless removed, each Officer shall serve a term beginning with his election and termination at the election of new Officers. Election by the board shall commence after the annual election by the membership within a 30 day time-span.

This section moved to Article 7.

Improve organization and layout of document.

6. Officers elected by the membership: President/Chair of Kumoricon, Director of Programming, Director of Relations, Director of Operations, Director of Publicity.

7. Officers elected by the Board: Vice President, Treasurer, Facilities Liaison, Secretary.

8. An Officer may resign as a Director and Officer by delivering written notice to the Secretary or President. Resignation or removal as an Officer shall automatically be a resignation as a Director as well.

C. Duties of the President

The duties of the President shall be to:

1. Preside at all meetings of the organization;

2. Call the annual ALTONIMBUS ENTERTAINMENT Board Meeting;

3. Call meetings for the election of officers;

4. Have general supervision of the affairs of the organization;

5. To personally represent the organization on proper occasions and in business contacts;

6. Appoint any person or committee not otherwise ordered by the organization;

7. Assist all other officers of the organization in their records, correspondence and other organization duties.

B. Duties of the President

The duties of the President shall be to:

1. Preside at all Meetings of the organization if not otherwise specified;

2. Call the annual Altonimbus Entertainment Board Meeting;

3. Have general supervision of the affairs of the organization;

4. To personally represent the organization on proper occasions and in business contacts;

5. Appoint any person or committee not otherwise ordered by the organization;

6. Assist all other Officers and Managing Directors of the organization in their records, correspondence and other organization duties;

7. Act as Chair of Kumoricon.

(2) New language says that the Board calls this meeting, as the entire Board usually needs to collaborate on available times, scheduling, etc.

(removal of 3) Consistency to reflect our current structure

D. Duties of the Vice President

The duties of the Vice President shall be to:

1. Assist the President with all organization, business and management.

2. Perform the duties of the President in her/his absence.

C. Duties of the Vice President

The duties of the Vice President shall be to:

1. Assist the President with all organization, business, and management;

2. Perform the duties of the President in her/his absence;

3. Act as Vice Chair of Kumoricon.

(3) Consistency to reflect our current structure

E. Duties of the Secretary

The duties of the Secretary shall be to:

1. Keep a record of the minutes of each Director and Membership meeting and;

2. Handle all organization correspondence.

3. Give notices for Membership and Board meetings.

4. Maintain records of member names and addresses.

5. Authenticate records of the corporation

D. Duties of the Secretary

The duties of the Secretary shall be to:

1. Keep a record of the minutes of each Board and Membership Meeting;

2. Handle all organization correspondence;

3. Give notices for Membership and Board meetings;

4. Maintain records of Member names and addresses;

5. Authenticate records of the corporation.

No change except terminology and punctuation.

F. Duties of the Treasurer

The duties of the Treasurer shall be to:

1. Collect dues of all members;

2. Maintain organization financial records and deliver financial reports to the organization quarterly or when requested by the board;

3. Maintain organization banking and bank account.

E. Duties of the Treasurer

The duties of the Treasurer shall be to:

1. Collect dues of all Members;

2. Maintain organization financial records and deliver financial reports to the organization annually or when requested by the board;

3. Maintain organization banking and bank account.

(2) May or may not be required legally – not current practice.

F. Duties of the Facilities Liaison

The duties of the Facilities Liaison shall be to:

1. Oversee contractual dealings with facilities, including but not limited to hotels and convention centers, where Kumoricon and other major Altonimbus Entertainment events may take place or are taking place, or may have or has agreements relating to lodging of event attendees;

2. Represent the interests of Altonimbus Entertainment as determined by the Board while acting as an intermediary to such facilities as described in Paragraph 4.F.1;

3. Research options for facilities as described in Paragraph 4.F.1 for future Altonimbus Entertainment events, as needed.

New job description added to correct the oversight.

G. Status of Founding Directors

Founding Directors may at any time be voted into a position of an officer.

Redundant with later section; removed to streamline and improve layout.

H. Officers of Events

Additional Officers may be created by the Board of Directors as it deems necessary for activities of the corporation.

Removed to reflect current practice which does not include exercise of this section.  Also, this purpose can be served by forming committees or assigning tasks, which is within the purview of the Board without being needed in a bylaws document.

I. Officers of Kumoricon

Until the corporations determines otherwise, in addition to the President, Vice-President, Secretary and Treasurer there shall be the following additional officers:

1. Director of Programming

2. Director of Relations

3. Director of Operations

4. Director of Publicity

5. Facilities Liaison

This section moved to Article 6.

Improve organization and layout of document.

J. STANDARDS OF CONDUCT FOR OFFICERS

An officer shall discharge the officer's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the officer reasonably believes to be in the best interests of the corporation.

G. Standards of Conduct for Officers

An Officer shall discharge the Officer's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Officer reasonably believes to be in the best interests of the organization.

Article 5: Founding Directors

Section added to improve organization and layout.

A. Founders

The Founders of Altonimbus Entertainment are (in alphabetical order by last name): Duncan Barth, Sean Larson, Ryan Stasel, Tamara Stasel nee Fuller, and Peter Verrey.

B. Designation and Tenure as Founding Directors

Each individual named as a Founder of Altonimbus Entertainment in Section 5.A shall be a Founding Director until such time as the Founding Director dies, resigns as a Founding Director, or is removed as a Founder or a Founding Director by amendment to these bylaws as indicated if applicable in Section 5.A; such tenure being subject to any amendment to these bylaws per Section 11.A which may change or shorten the tenure, or change the designation, of Founding Directors.

(1) Codifies and clarifies the prior Article 2 Section C.

(2) To correct an oversight.  May need to be an amendment.

These three positions specified in order to comply with Oregon law.

C. Status

1. A Founding Director shall not be considered a Board Member as defined in these bylaws unless he or she attains such status separately, but shall be provided the benefits described elsewhere in these bylaws, and may be routinely consulted and included on matters normally discussed by the Board.

2. If all Designated Board Positions are simultaneously vacant, the current Founding Directors shall act as the Temporary Board and be eligible to vote as such until such time as the Offices of President, Secretary, and Treasurer have been filled.

a. The Temporary Board shall, within a reasonable time after the regular Board has become vacant, call for a Meeting of the Temporary Board in a manner consistent with these bylaws at which the Board-Elected Positions shall be elected. The Temporary Board shall then call for a Membership Meeting in a manner consistent with these bylaws at which the Membership-Elected Positions shall be elected. During that interim, the Temporary Board may only transact Altonimbus Entertainment business to the degree required by law, or by contractual obligation, such that a delay would not be permitted by those legal and contractual obligations.

Add clarification.

D. Resignation

1. An individual may resign as a Founding Director by delivering written notice to the President, Secretary, or the entire Board.

a. To be valid, the resignation must explicitly indicate the Position resigned from, the signing date, and the effective date and time of resignation if not immediate upon signing. The resignation must also bear the signature of the resignee.

2. A resignation may specify a date and time in the future at which it takes effect.

3. A resignation which is conditional is not valid.

4. A valid resignation, once delivered, cannot be revoked.

5. Upon the President's or Secretary's receipt of a valid resignation, that Officer shall as soon as practical notify the entire Board of the resignation.

6. When a valid resignation takes effect, it shall result in amendment to Section 5.A of these bylaws to indicate that that person has resigned.

(1) Adding clarification.

(2) For completeness.

(3) For completeness.

(4) For completeness.

(5) For completeness.

Article 6: Kumoricon

Section added to improve organization and layout.

A. Description

1. Altonimbus Entertainment shall produce, plan, and host the event Kumoricon, usually held annually.

2. Kumoricon shall be dedicated primarily to the promotion of Japanese animation, and may also include programming related to other topics. Kumoricon may hold programming which is of an entertainment, educational, or charitable nature.

Codifying the current practice that represents the primary intent of the organization, as with Article 1.

B. Managing Directors

There shall be a Director of Operations, Director of Programming, Director of Publicity, and Director of Relations who act as Managing Directors of Kumoricon, and whose powers and responsibilities pertaining to the production, planning, and hosting of Kumoricon shall be determined by the Board.

Codifies and clarifies the prior Article 4 Section I.

C. Standards of Conduct For Managing Directors

A Managing Director shall discharge the Managing Director's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Managing Director reasonably believes to be in the best interests of the organization.

For completeness.

Article 7: Election, Tenure, Removal, and Resignation of Officers and Managing Directors

Article added to improve organization and layout of document. Collects information from Section 3.D and Section 4.B in the previous bylaws.

A. Eligibility for Election

1. Any person who has attained the age of 18 years at the time of election shall be eligible for election to an Elected Position. Eligibility may not be further limited except by amendment to these bylaws.

2. An individual does not need to be present at the election to be elected.

Phrase “at the time of election” added to correct an oversight.

B. Designation of Method of Election

1. The Positions of President, Director of Operations, Director of Programming, Director of Publicity, and Director of Relations shall be positions designated as Membership-Elected. The electing body of these Positions is the Membership.

2. The Positions of Vice President, Secretary, Treasurer and Facilities Liaison shall be positions designated as Board-Elected. The electing body of these Positions is the Board.

Simplify and streamline current practice.  Positions retain the same Board/Membership election type as in previous bylaws.

C. Election and Tenure

1. The term of an Elected Position shall be approximately one year beginning and ending at the closing of consecutive Annual Meetings of the body electing that Position.

a. Election of Membership-Elected Positions shall normally take place at the Annual Meeting of the Membership to fill the expiring terms.

b. Election of Board-Elected Positions shall normally take place at the Annual Meeting of the Board to fill the expiring terms.

2. An individual shall take the office to which he or she has been elected at the close of the Meeting at which the election takes place. If the individual does not explicitly accept or decline the election, he or she shall be presumed to have accepted the election.

a. If prior to the close of the Meeting in which an election has occurred, an elected person expressly declines the Position, the election shall be void and another election for that Position must be held.

3. An individual who holds an Elected Position shall retain the Position until he or she is removed, resigns, dies, or at the close of the Meeting at which his or her successor is successfully elected.

4. An individual may be elected for consecutive terms.

5. In the case of a vacancy in an Elected Position, a special election shall be held to fill the Position. The special election requires Notice to the electing body specifying the Position to be elected. The term of a Position elected by special election shall conclude at the same time as the term of the prior holder of the Position.

a. In the case of a Membership-Elected Position, the special election must take place at a Meeting of the Membership occurring not less than 10 days after the time at which Notice of the vacancy has been provided to the Members.

b. In the case of a Board-Elected Position, the special election must take place at a Meeting of the Board occurring not less than 48 hours after the time at which Notice of the vacancy has been provided to the Board.

c. In the case of a vacancy in an Elected Position, if the next Annual Meeting of the electing body occurs prior to a successful special election for that Position, then the special election for that vacancy shall not be held and the term for the next holder of the Position is the same as if no vacancy had occurred.

6. If a vacancy in an Elected Position will occur due to a resignation effective at a later date, then a special election may be held prior to the effective date of the resignation and the successor shall take office when the individual resigning leaves office for any reason or at the effective date and time of the resignation.

a. In the case of a Membership-Elected Position, the special election may be held up to 45 days prior to the effective date of the resignation, subject to the Notice requirements in Article 9.

b. In the case of a Board-Elected Position, the special election may be held up to 45 days prior to the effective date of the resignation, subject to the Notice requirements in Article 9.

7. In the case that an election for an Elected Position is held but does not successfully elect an individual to that Position, then such election shall be held again at the next Meeting of the electing body for which Notice requirements for the repeated election can be met, for the same term as the original election, except in the case specified in Subparagraph 7.C.5.c, and Notice to the electing body is required for such election specifying the Position to be elected.

8. In the case of a vacancy in a Membership-Elected Position, if the Board does not schedule a Special Election to be held which will occur within 90 days of the effective date of the vacancy, one-fifth of the Members may call for a Special Meeting to be held for this purpose, as described in Section 10.B, or may deliver Notice to the Members that an election for the Position will be held at a future Meeting already scheduled, and specify the time and date of such Meeting and the intent to hold the election not less than 10 days prior to the Meeting.

(1) Specification of term start/end added to correct an oversight.

(2) For completeness. Comprises part of wording to ensure the most fair conduct when a person wishes to run for more than one board position at the same time, choosing to accept at their choice if they win more than one. Minimizes the board's ability to affect the outcome by controlling the order of races.

(3) For completeness--not known previously exact time that election took effect

CLOSING LOOPHOLE / correcting an oversight.

Lessens ability of Board to manipulate outcome of elections by arranging the order of the elections.  If someone elected to two positions declines one and that is treated as an election that was not successful, the electing body can then immediately elect a replacement rather than requiring resignation, notice, and a special election.

Adding clarification to Article 4, Section B, Subsection 4.

Correcting an oversight.

Correcting an oversight.

For completeness.

For completeness.

D. Requirements and Conduct of Elections for Membership-Elected Positions

1. Section 7.D of the Altonimbus Entertainment bylaws must be read aloud in its entirety at every election by the Membership.

2. In an election for a Membership-Elected Position, a majority vote of the Members of Altonimbus Entertainment who are casting a vote shall be controlling to elect an individual to the Position.

3. Members must be present to vote, except as Paragraph 10.B.6 allows for a vote by proxy, and subject to its limitations.

4. In any election, including runoffs, any Member shall have the right to vote for any eligible candidate, including by write-in.

5. Members must have the opportunity to cast a "no confidence" vote which is not in favor of any candidate but counts among the votes cast, and is included in the determination of whether a majority of votes in favor of a candidate has been met.

6. Members present must have the opportunity to abstain from casting any vote. Such abstention shall not be treated as a "no confidence" vote, and shall not be counted as a vote cast.

7. Elections must be held by secret written ballot, unless, at that election, a motion to elect by acclamation is passed unanimously by the votes cast by the Members.

a. A vote to elect by acclamation is a forfeiture of one's right to cast a "no confidence" vote by secret ballot.

8. If an election for President and for other Member-Elected Positions is occurring at a Meeting, then an attempt to elect the President must occur prior to attempted elections for any other Positions.

Codifying current practices.

Removal of the ability to elect by acclamation is contrary to current practice. Therefore, it should be presented as a new amendment, not a revision.

Add clarification.

Codifying current practice.

Differences between votes of no confidence, abstentions, what exactly is a "vote cast" and what isn't, are subtle and will tend to be done incorrectly unless written down.

(8) and (9) ensure the most logical order when a person may want to run for chair and vice chair, or one of these positions plus another; usually, they will accept the higher position if they win both. Works in tandem with (C)(2) to most fairly facilitate this occurrence and minimize the board's ability to affect the outcome by controlling the order of races.

E. Requirements and Conduct of Elections for Board-Elected Positions

1. Board Members who hold Membership-Elected Positions are eligible to vote to elect a Board-Elected Position. If a Board Member holds multiple positions including both a Membership-Elected and a Board-Elected Position, that person may vote to elect a Board-Elected Position. Board Members who solely hold Positions which are Board-Elected are not eligible to cast a vote in an election for a Board-Elected Position.

2. In an election for a Board-Elected Position, a vote in which the majority of the votes cast by the Board Members vote in favor of the candidate shall be controlling to elect an individual to the Position.

3. In an election for a Board-Elected Position, Board Members holding only Board-Elected Positions—being ineligible to vote pursuant to Paragraph 7.E.1—may choose to temporarily leave the Meeting and remain on call to immediately return. If such a Board Member exercises this privilege, an existing quorum shall not be affected so long as the absence occurs only during said vote and discussion thereof. Once the topic of discussion changes or the vote is concluded, the privilege-absent Board Member(s) must be recalled.

Codifying current practices and correcting oversight/ambiguity.

1. Clarifies the largest ambiguity in the previous bylaws, the mechanics of board elections for board-appointed positions.

3. Allows board-appointed board members running for re-election to "leave the room" as is customary, during part of the discussion of the candidates.

F. Removal from an Elected Position

1. An individual may be removed from a Membership-Elected Position, with or without cause, by a majority vote of the Members casting a vote at a Special Meeting of the Members at which Notice to the members of the Members was given of the time and date of the Meeting and of the intent to vote on removal naming the individual(s) and the Position(s) to be voted on not less than 10 days prior to the Meeting. Such removal, if passed, will take effect immediately.

2. In votes of removal, the Members may vote for the removal of one or more individuals from one or more Membership-Elected Positions in a single act, or in separate acts, provided that the Notice requirements in Paragraph 7.F.1 are met.

3. An individual may be removed from a Board-Elected Position, with or without cause, by a two-thirds vote of the total number of Board Members in office, whether present or not, at a Meeting of the Board at which notice was given of the time and date of the Meeting and of the intent to vote on removal naming the individual(s) and the Position(s) to be voted on not less than 48 hours prior to the Meeting. Such removal, if passed, will take effect immediately.

4. In votes of removal, the Board Members may vote for the removal of one or more individuals from one or more Board-Elected positions in a single act, or in separate acts, provided that the Notice requirements in Paragraph 7.F.3 are met.

To comply with Oregon law and clarify ambiguities.

G. Resignation of Officers and Managing Directors

1. An individual may resign from one or more Board Positions by delivering signed, written notice to the President, Secretary, or the entire Board specifying the Position(s) from which the individual is resigning.

a. To be valid, the resignation must explicitly indicate the Position(s) resigned from, the signing date, and the effective date and time of resignation if not immediate upon signing. The resignation must also bear the signature of the resignee.

2. A resignation may specify a date and time in the future at which it takes effect.

3. A resignation which is conditional is not valid.

4. A valid resignation, once delivered, cannot be revoked.

5. Upon the President's or Secretary's receipt of a valid resignation, that Officer shall as soon as is practical notify the entire Board of the resignation.

Article 5: Membership

Article 8: Membership

A. Membership

1. The Board shall set policies for Membership in Altonimbus Entertainment, including requirements and benefits, such as are not inconsistent with any requirements, benefits, or other provisions specified in these bylaws.

2. An individual seeking Membership must apply for Membership, the process of such application, including possible acceptance, being governed by the policies and actions of the Board.

3. Memberships shall not renew automatically for subsequent Terms, but the individual seeking renewal shall apply for a subsequent Term as described in Paragraph 8.A.2.

4. A person whose Membership application has been accepted shall attain Membership status in Altonimbus Entertainment at such time as the policies and actions of the Board specify is the effective date and time of the start of Membership, such effective start time not being prior to the acceptance of the application nor prior to the start of the Term for which the application applied to.

5. A person shall lose Membership status in Altonimbus Entertainment at such time as that person resigns from Membership, dies, is removed from Membership, or at the end of the latest Term of Membership to which the person has been accepted as a Member.

Codify and clarify current practices.

B. Term of Membership

1. There shall be a Term of Membership associated with each instance of the Kumoricon event, which is usually held annually. Each Term shall overlap with the subsequent Term as specified in Paragraph 8.B.2.

2. Each Term of Membership shall begin at the time specified by the Board, such time being not earlier than 7 days after the Annual Meeting of the Board, and ending either 90 days, or at the end of the third Meeting of the Membership, whichever is later, after the time that the Term associated with the next Kumoricon shall begin.

3. In the event that Kumoricon skips a business year as described in Paragraph 10.B.12, a new Term of Membership shall not begin and the current Term of Membership shall not expire until the next Kumoricon event shall have intervened.

4. The Board shall solicit and consider Membership applications for the Term of Membership associated with the next Kumoricon event starting when the Term becomes active and until the staffing needs of that Kumoricon and other Altonimbus Entertainment events and activities are reasonably met.

5. The Board may receive and consider Membership applications for future Terms of Membership, but such applications cannot be accepted prior to the Annual Meeting of the Board occurring prior to the Kumoricon associated with the Term of Membership to which the application applies to, and such applications shall be subject to the review of the Board in place after this Meeting.

To correct an oversight and close a loophole.

C. Voting Rights

Every individual who is a Member of Altonimbus Entertainment shall have the right to exactly one vote in any vote in which the Membership of Altonimbus Entertainment has a right to vote.

A. Minimum Qualifications for Membership

Members that are willing to commit to the duties required at events organized by ALTONIMBUS ENTERTAINMENT and are active in supporting the purpose of ALTONIMBUS ENTERTAINMENT shall be accepted. Members must submit a written membership application in the form approved by the Board of Directors.

D. Conditions and Limitations for Membership

1. Membership shall require as a condition that the Member commit to performing a minimum amount of volunteer work in the production, planning, or hosting of one or more Altonimbus Entertainment events or activities, as determined by the Board, and such requirement not being less than 16 hours of volunteer work.

2. Membership may be refused, or rescinded as described in Section 8.F, at the discretion of the Board. In addition to other reasons for the Board to restrict Membership, individuals deemed by the Board to be not acting in support of the organization may be restricted from becoming Members.

B. Levels of Membership

There shall be two levels of membership based upon the roles that a member wishes to take in the organization.

I. Voting Members – Voting members shall be members that are willing to volunteer time to staff the events of the organization at a level determined by the Board of Directors. This involves both a pre-event, and during-event commitment. A Voting Member who does not meet the volunteer requirements of the organization or does not pay dues as required shall be terminated and shall not be entitled to vote at membership meetings.

II. Non-Voting Members – Non-Voting shall be all other members that wish to a support the organization and show their support organization by attending events sponsored by the organization and paying dues as required.

To codify and reflect current practice.

C. Dues

Each member shall pay dues regularly. The amount and frequency of dues shall be determined by the Board.

E. Dues

1. Membership may, at the determination of the Board, require Members to pay dues. Potential Members shall be informed of such requirements before applying.

2. Increases in dues amounts shall not be retroactive and shall apply only to future or renewing Members.

D. Termination or Limitation on Membership

Membership may be restricted or terminated at the discretion of the Board. In addition to other reasons for the board to restrict or terminate membership, members deemed by the Board to be not acting in support of the organization shall have their membership terminated.

To reflect current practice

E. Meetings and Notice

Meetings of the Voting Members generally shall be held monthly, but may be held less than monthly. The annual meeting for the election of Officers shall be held in the fall of each year. Notice for the annual and regular meetings shall be given not less than seven days prior to the meeting or more than 60 days, and if notice is mailed it must be by first class. Quorum for meetings of the membership shall be one fifth of those eligible voting members.

 Moved to a new article

F. Removal of Members

1. The board shall establish a procedure or various procedures for removing an individual's Membership status.

2. Removal of an individual's Membership status must be carried out in good faith in a fair and reasonable manner, according to the belief that such removal is in the best interest of the organization after taking into consideration all of the relevant facts and circumstances.

3. An individual's Membership status may not be removed without an appeals meeting of the Board, at which the individual has the opportunity to present arguments against his or her removal and evidence supporting those arguments. The individual may waive, in writing, his or her right to appear at the appeals meeting. Following the appeals meeting, unless waived, a vote of two-thirds of the total number of Board Members within 30 days of the appeals meeting or delivery of written waiver of such meeting shall be sufficient to remove an individual's Membership status at a Meeting of the Board for which Notice to the Board has been given for this vote.

4. The Board must schedule the appeals meeting described in Paragraph 8.F.3 to accommodate reasonable scheduling requests of the Member in question, and provide fair and reasonable notice to the Member and to the Board of the removal proceedings and outcome.

5. If a vote to remove a Member is held, meeting Notice and quorum requirements and any other requirements specified in these bylaws or applicable law, but fails to remove the Member, then such removal vote cannot be held again without restarting a new and separate removal proceeding per this Section.

6. Benefits of Membership may be suspended, reduced, or revoked immediately upon, or at any time after, beginning the process of removal of Membership, except that voting rights or rights to any Notice may not be suspended, reduced, or revoked until a successful confirmatory vote of removal passes, and provided that if the Member's removal does not occur, benefits are restored to the Member to the extent reasonable and practical without undue burden to the organization.

To comply with Oregon law.

More Oregon law.

5. Allows a director/board to immediately pull a staff badge at-con without completing the appeals process.

G. Resignation of Members

The Board shall establish a procedure by which a Member may immediately resign. Such resignation shall not entitle the Member to a refund of dues unless the policies or actions of the Board specify otherwise.

H. Membership of Board Members and Founding Directors

1. At the start of any Term of Membership, any individual who is a Board Member or a Founding Director of Altonimbus Entertainment shall attain dues-free Membership for that Term. Any individual who attains the status of Board Member shall attain Membership in the latest currently active Term of Membership. Such implied Membership shall not entitle the Member to a refund of dues should the Board Member status be attained in the middle of a Membership term unless the policies or actions of the board specify otherwise.

2. Membership by virtue of Paragraph 8.H.1 shall occur in lieu of the requirements and limitations in Section 8.D.

3. Losing office as a Board Member or Founding Director, including as a result of resignation or removal, shall not terminate Membership of Altonimbus Entertainment of that individual, unless separate action occurs that would otherwise terminate that individual's Membership in Altonimbus Entertainment. Instead, Membership shall continue for the duration of that Term.

Simplify and streamline the treatment of Board Membership.

We have always implicitly treated Board Members and Founders as automatically staff and members by virtue of their positions, and exempt from dues. Codify this.

Removal as a Board Member doesn't remove from staff lest this would imply that any requirements of removal of a Member thereby apply directly to removal as a Board Member.

Article 6: Contracts, Checks, Deposits and Funds

Article 9: Contracts, Checks, Deposits and Funds

A. Contracts

The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name and/or on behalf of ALTONIMBUS ENTERTAINMENT. Such authority must be approved by Board resolution and may be general or confined to specific instances.

A. Contracts

The Board may authorize any Board Member to enter into any contract or execute and deliver any instrument in the name and/or on behalf of Altonimbus Entertainment. Such authority must be approved by Board resolution and may be general or confined to specific instances.

No changes except terminology.

B. Financial Instruments

All checks, drafts or other orders of the payment of money, notes or other evidences of indebtedness issued in the name of ALTONIMBUS ENTERTAINMENT shall be signed by such officer or officers of ALTONIMBUS ENTERTAINMENT as may be specified by the Board of Directors. Such authority must be in writing and may be general or confined to specific instances.

B. Financial Instruments

All checks, drafts or other orders of the payment of money, notes or other evidences of indebtedness issued in the name of Altonimbus Entertainment shall be signed by such Board Member or Board Members of Altonimbus Entertainment as may be specified by the Board of Directors. Such authority must be in writing and may be general or confined to specific instances.

No change.

C. Deposits

All funds of ALTONIMBUS ENTERTAINMENT shall be deposited to the credit of ALTONIMBUS ENTERTAINMENT in such banks, trust companies or other depositories as the Board of Directors may select.

C. Deposits

All funds of Altonimbus Entertainment shall be deposited to the credit of Altonimbus Entertainment in such banks, trust companies or other depositories as the Board may select.

No change.

D. Gifts

The Board of Directors may accept on behalf of ALTONIMBUS ENTERTAINMENT any contribution, gift, bequest or devise for the general or for any special purpose of ALTONIMBUS ENTERTAINMENT.

D. Gifts

The Board may accept on behalf of Altonimbus Entertainment any contribution, gift, bequest or devise for the general or for any special purpose of Altonimbus Entertainment.

No change.

Article 7: Board Meetings, Voting and Quorum

Article 10: Meetings, Voting and Quorum

A. Meetings of the Board of Directors

The President shall call an annual meeting of the Board of Directors. The meeting shall be held at such time and place as the President shall designate, but must be held within 30 days of the annual meeting of the Membership. All Directors must attend the annual meeting. In addition, any Board member may call a Board meeting as deemed necessary or desirable.

A. Meetings of the Board of Directors

1. All issues to be voted on by the Board shall be transacted at Meetings of the Board, also known as Board Meetings.

a. There shall be an Annual Meeting of the Board as described elsewhere in these bylaws.

b. There shall be Regular Meetings of the Board, scheduled by calling such Meetings as described in these bylaws, typically to be held approximately monthly, but may be held more or less often as deemed necessary or desirable.

c. Special Meetings of the Board may be held by calling such Board Meetings as described in these bylaws.

2. Any Board Member, or the Board, may call a Meeting of the Board at such time and place as the entity calling the meeting shall designate. The entity calling a Meeting of the Board may specify a different presiding officer other than the President for that Meeting.

3. All Board Members and all Founding Directors shall have the right to attend and participate in Board Meetings.

4. For voting to occur at a Board Meeting, valid Notice to the Board of the Meeting must have been provided, and a quorum of two-thirds of the Board Members in office must be present. Notice of the Meeting may, but does not need to, specify the issues being voted on, except where these bylaws or applicable law specifies that Notice must specify such action, in which case, valid Notice to the Board must have been provided for such action to occur. Notice may be waived by unanimous consent of all Board Members in office, whether present or not.

5. For any requirement in these bylaws in which Notice of a Board Meeting or of intent to take an action at a Board Meeting must be sent to the Board, then, to be valid, it must be sent to all Board Members and all Founding Directors, be sent not less than 48 hours prior to the meeting, and specify the date, start time, and location of the Meeting.

6. A Board Member shall be considered present and eligible to cast votes, even if physically remote, if the Board Member is communicating by way of a mechanism which allows all Board Members to hear all other Board Members at the same time.

7. A Board Meeting may be held by means of textual messages, if the regular course of all discussion and actions at the meeting occurs solely via messages immediately sent to every individual in attendance at the Board Meeting, and not via audio or any other means which fragments some individuals in attendance from the regular course of discussion and actions, and every individual in attendance at the Board Meeting who is allowed to participate may send messages immediately to all other individuals in attendance. In this case, all Board Members participating in such a textual exchange shall be considered present and eligible to cast votes.

8. The majority vote of Board Members present and casting a vote shall be controlling as the action of a Board, unless these bylaws or applicable law specifies a lesser, greater, or different requirement for a specific action.

9. The board cannot abridge, modify, lessen, or increase the controlling vote of the Board as specified in Paragraph 10.A.8 or elsewhere in these bylaws, such modification being possible only by amendment to these bylaws.

10. At a Board Meeting, if a Board Member moves to end discussion of a question and the motion is seconded by another Board Member, then the vote on whether to end discussion must occur immediately. If the motion to end discussion passes, a vote on the original motion must occur immediately.

11. It shall be sufficient to close a Board Meeting:

a. If any action for which valid Notice was given to occur at that Meeting has not yet occurred, then by a two-thirds vote of Board Members present and casting a vote, or;

b. If all actions for which valid Notice was given to occur at that Meeting have occurred or been voted on, then by declaration of the presiding officer of the Meeting, or a majority vote of Board Members present and casting a vote.

12. The President shall call an Annual Meeting of the Board of Directors, to be held not less than 10 and not more than 45 days after the Annual Meeting of the Membership, giving Notice to the Board for each election due to be held at this Meeting. If the President fails to call the Annual Meeting of the Board to take place in this time range, then any Board Member may call the Annual Meeting of the Board, giving Notice to the Board for each election due to be held at this Meeting.

13. The Secretary, or if unavailable, another person so designated, shall take official minutes of the Meeting recording the date, time, and location of the Meeting, the presiding officer of the Meeting, the taker of Minutes, the Board Members in attendance, whether a quorum of the Board has been attained, any finding that may be made during the meeting that the status of quorum has changed, any actions voted on by the Board including the text of any written motions or actions and the outcome of such votes, the times of the start and end of the Meeting, and descriptions or summaries of other business or reports at the Meeting as is deemed necessary or desirable by the Board or in the judgment of the taker of the minutes, and these minutes shall be kept by the organization for the duration required by law, or to meet any applicable legal requirements or obligations to the Members or other needs of business.

Improve layout, reflect current practice, streamline.

Add clarification, reflect current practice.

Improve organization.

Correct an oversight

To comply with Oregon law.

For consistency.

To clarify a misconception that could lead to oversight.

To correct an oversight.

B. Other Meetings

In addition to Board meetings, the President may call such other meetings as the President deems necessary or desirable. Meetings shall be held at such time and place as the President shall designate.

B. Meetings of the Membership

1. All issues to be voted on by the Membership shall be transacted at Meetings of the Membership, also known as Membership Meetings.

a. There shall be an Annual Meeting of the Membership as described elsewhere in these bylaws.

b. There shall be General Meetings of the Membership, scheduled by the Board, typically to be held approximately monthly, but may be held more or less often as deemed necessary or desirable.

c. Special Meetings of the Membership may be called by the Board, or in the specific cases and in the manner described elsewhere in these bylaws or applicable law, by the Membership.

2. The Board may call Meetings of the Membership at such time and place as the Board shall designate.

3. All Members of Altonimbus Entertainment shall have the right to attend Membership Meetings.

4. For voting to occur at a Membership Meeting, valid Notice to the Members must have been provided, it must be scheduled to start between the hours of 10:00AM and 4:00PM on Saturday or Sunday on a day which is not a U.S. federal holiday; it must be held in a location accessible to the public; and a quorum of at least one-fifth of Members of Altonimbus Entertainment must be present. If these bylaws or applicable law specifies that Notice must specify an action which will occur at a Meeting, then valid Notice to the Members must have been provided for such action to occur.

5. For any requirement in these bylaws in which Notice of a Membership Meeting or of intent to take an action at a Membership Meeting must be sent to the Members, then, to be valid, it must be sent to all Members of Altonimbus Entertainment; specify the date, start time, and city or more specific location of the Meeting; be sent not less than 10 days prior to the Meeting; and specify the venue of the Meeting not less than 4 days prior to the Meeting.

6. Members must be present to vote, except as applicable law and these bylaws allow for a vote by proxy.

a. Proxies held do not contribute to quorum.

b. A Member may represent by proxy no more than two other Members for any single Meeting or at any one time.

c. A Member's appointment of a proxy shall apply to a single designated Meeting.

d. Proxies are non-transferable.

7. It shall be sufficient to close a Membership Meeting:

a. If any action that the Members have a right to take for which valid Notice was given to occur at that Meeting has not yet occurred, then by a two-thirds vote of the Members present and casting a vote, or;

b. If all actions that the Members have a right to take for which valid Notice was given to occur at that Meeting have occurred or been voted on, then by declaration of the presiding officer of the Meeting, or a majority vote of Members present and casting a vote.

8. If at least one-fifth of the Members request in writing to the Secretary or the entire Board to hold a special Meeting of the Membership for a specific purpose, then the Board must schedule such a Special Meeting for that purpose within 30 days and within the city limits of Portland, Oregon, and deliver Notice to the Members of the Meeting and its purpose.

9. If the Board does not schedule such a Meeting in response to a valid request as specified in Paragraph 10.B.8, then one-tenth of Members, by signing a notice specifying such, may schedule a Special Meeting for that purpose not less than 10 and not more than 30 days in advance and within the city limits of Portland, Oregon, and deliver Notice to the Members of the Meeting and its purpose.

10. The business year shall begin on April 1 and end on March 31 of the following year.

11. The Board shall call an Annual Meeting of the Membership during each business year, to be held not less than 18 and not more than 90 days after the final day of the Kumoricon event held during this business year and to take place within the city limits of Portland, Oregon.

a. Notice must be given to the Members for each election due to be held at this Meeting.

b. If the Board fails to call the Annual Meeting of the Membership to take place in this time range, then one-fifth of the Members may call the Annual Meeting of the Membership following the procedure specified in Paragraph 10.B.9, giving Notice to the Members for each election due to be held at this Meeting.

12. If for any reason a Kumoricon event is neither held nor scheduled to be held during the current business year such that the final date of the Kumoricon event is at least 90 days prior to the end of the business year, Paragraph 10.B.11 shall apply except that the Annual Meeting of the Membership shall be held not less than 18 and not more than 90 days after the month and day (with year adjusted) of the most recent Kumoricon event ending no less than 90 days prior to the end of the business year.

13. The Secretary, or if unavailable, another person so designated, shall take official minutes of the Meeting recording the date, time, and location of the Meeting, the presiding officer of the Meeting, the taker of Minutes, the number of Members in attendance, whether a quorum of Members has been attained, any finding that may be made during the meeting that the status of quorum has changed, any actions voted on by the Members including the text of any written motions or actions and the outcome of such votes, the times of the start and end of the Meeting, and descriptions or summaries of other business or reports at the Meeting as is deemed necessary or desirable by the Board or in the judgment of the taker of the minutes, and these minutes shall be kept by the organization for the duration required by law, or to meet any applicable legal requirements or obligations to the Members or other needs of business.

For consistency and clarification.

Annual meeting required by Oregon law.

Future: Amend to limit the number of proxies one person can hold.

C. Voting

When a vote of the Board of Directors is contemplated, a majority vote of the Board shall be controlling. In the event of a tie vote, a majority vote of the Founding Directors shall be controlling. Voting shall take place during Board meetings. To initiate a vote, any Director may move for a vote. A motion to vote must be seconded by another Director. Once a motion to vote has been made and seconded, a vote shall be had.

D. Quorum

Notwithstanding section 7 C above, regarding a meeting of the Board, for any vote to be held a quorum must be present. A quorum shall consist of two-thirds of the Directors in office.

E. NOTICE OF MEETINGS

1. Notice of meetings of the Board, other than those regularly scheduled, shall be given not less than two days prior to the meeting.

C. Notice

1. Except as required by these bylaws or applicable law, Notice, when required, may be delivered by First Class Mail, Certified Mail, or electronically via any method widely in use and believed, in the determination of the Board, to be reasonably convenient and accessible to the vast majority of Members, including, but not limited to, Internet email, and posting in a consistent location on Kumoricon's primary web site as a backup to email delivery.

2. The Board must inform all Members of any change in office of the Designated Board Positions or of the Founding Directors no later than 10 days after the change occurs, including the date the change actually occurred and the nature of the change specified as election to begin a new term, election to fill a vacancy, resignation, removal, or death.

Article 8: AMENDMENTS AND DISSOLUTION

Article 11: Amendments and Dissolution

A: Amendments

A two thirds vote of the Board and a two thirds vote of the Membership at a meeting that meets quorum and notice requirements as defined in these bylaws shall be required to amend or replace the Articles of Incorporation or these Bylaws.

A: Amendments

1. These bylaws or the Articles of Incorporation may be amended by both of the following, which may take place in either order:

a. a vote in which two-thirds of the total number of Board Members vote in favor of the amendment(s) at a Board Meeting at which Notice to the Board was given of the vote on the specific amendment(s); and

b. a majority vote of the Members voting at a Membership Meeting, for which Notice was given of the vote on the specific amendment(s).

2. The amendment procedure in Paragraph 11.A.1 shall not apply where a different requirement is specified elsewhere in these bylaws.

3. The Board and Membership votes to make a specific amendment or replacement under Paragraph 11.A.1 must take place within 120 days of each other to be effective.

To correct an oversight and clarify procedure.

B. Dissolution on vote of Board of Directors

ALTONIMBUS ENTERTAINMENT shall be dissolved upon a unanimous vote of the Board of Directors.

B. Dissolution on Vote of Board of Directors

Altonimbus Entertainment shall be dissolved upon a unanimous vote of the Board at a Board Meeting at which Notice of this action was provided to the Board, and at least six Board Members are voting.

To correct a big, ghastly oversight.

C. Distribution of Assets Upon Dissolution

Upon dissolution, all ALTONIMBUS ENTERTAINMENT assets shall be distributed to the creditors of ALTONIMBUS ENTERTAINMENT, if any. Any remaining assets shall be distributed among the current members of ALTONIMBUS ENTERTAINMENT in proportion to their contribution to ALTONIMBUS ENTERTAINMENT, to be determined by the Board of Directors.

C. Distribution of Assets Upon Dissolution

Upon dissolution, all Altonimbus Entertainment assets shall be distributed to the creditors of Altonimbus Entertainment, if any. Any remaining assets shall be donated to another convention selected by a majority vote of the Board and a majority vote of the Members. If the Board and Membership do not agree or if a majority is not reached in either body, then the remaining assets shall be donated to any 501(c)(3) organization as determined by a two-thirds vote of the Board.

To correct an oversight.