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.
The name of this organization shall be Altonimbus Entertainment. It may also operate under the event name Kumoricon.
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 PMB 206, 5331 SW Macadam Ave Ste 258, Portland, OR 97239.
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.
There shall be Officers of Altonimbus Entertainment as described in Article 4.
There shall be Founding Directors of Altonimbus Entertainment as described in Article 5.
There shall be Managing Directors of Kumoricon as described in Article 6.
There shall be a Membership of Altonimbus Entertainment, consisting of those accepted applicants as described in Article 8.
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.
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, except as modified by the tiebreaking power of the President only as described in Subparagraph 7.E.2.a.
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.
The Board shall actively pursue the purposes and objectives of Altonimbus Entertainment and supervise the disbursement of Altonimbus Entertainment funds.
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.
A transaction in which a Board Member has a conflict of interest, direct or indirect, may be approved:
1. if, in advance of the transaction, the material facts and the Board Member's interest is disclosed or known to the Board; and/or
2. if the material facts and Board Member's interest were disclosed to the Members, and they approved, authorized or ratified the transaction.
1. There shall be a President, Vice President, Treasurer, and Secretary of Altonimbus Entertainment.
a. The President position may alternately be referred to as the Chair.
b. The Vice President position may alternately be referred to as the Vice Chair.
2. In addition to the duties for Officers enumerated in this Article, the board may assign additional duties to Officers.
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. 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.
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;
4. 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;
5. Represent the interests of Altonimbus Entertainment as determined by the Board while acting as an intermediary to such facilities as described in Paragraph 4.C.4;
6. Research options for facilities as described in Paragraph 4.C.4 for future Altonimbus Entertainment events, as needed.
The duties of the Secretary shall be to:
1. Keep a record of the minutes of each Board and Membership Meeting;
2. Handle organization correspondence as necessary or desirable;
3. Give notices for Membership and Board meetings;
4. Maintain records of Member names and addresses;
5. Authenticate records of the corporation.
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.
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.
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.
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. 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.
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. 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.
There shall be a Director of Membership, Director of Operations, Director of Programming, Director of Publicity, and Director of Relations who act as Managing Directors of Kumoricon, and whose duties shall be determined by the Board.
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.
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.
1. The Positions of President, Director of Membership, 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, and Treasurer shall be positions designated as Board-Elected. The electing body of these Positions is the Board.
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 10.
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 10.
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. 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.7 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.
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.
a. Only in an election for a Board-Elected position, if the number voting in favor of a particular candidate is equal to the number voting against that candidate or for a different candidate, not counting abstentions, and if all Board Members eligible to vote to elect a Board-Elected Position are present for the vote (regardless if any are abstaining from voting), and if the President is voting in favor of that candidate, then the President may exercise a tiebreaker option to cause that candidate to be elected as if he or she had received a majority vote, provided that the President announces his or her intent to use the tiebreaker option and no Board Member immediately thereafter expresses a wish to change his or her vote, or change whether he or she is voting or abstaining.
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.
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.
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.
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.
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 12:01am Pacific Time on the date specified by the Board, such date being not earlier than the 6th day after the Annual Meeting of the Board, and not earlier than the 3rd day after Notice to the Members has been given specifying the begin date of such term, and ending at 11:59pm Pacific Time either on the 90th day, or on the 10th day after the third Meeting of the Membership at which quorum is attained, whichever is later, after the date 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.13, a new Term of Membership shall not begin and the current Term of Membership shall not expire until the next Kumoricon occurs.
4. The Board shall solicit and consider Membership applications for the Term of Membership associated with the next Kumoricon 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 Members of Altonimbus Entertainment must be present, as described in Paragraph 10.B.5. 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. Quorum of the Members shall be computed based on the following process, which takes into account the provision for overlapping Terms of Membership as described in Paragraph 8.B.2 and elsewhere in these bylaws. For purposes of computing quorum, Members shall be divided into two non-overlapping divisions which collectively encompass the Membership as described in the following subparagraphs. Quorum shall then be the sum (without rounding at any point) of the following calculations:
a. The first division shall consist of Members who are members of the latest currently active Term of Membership. Take the count of this division. Take twenty percent of the count up to 100, plus ten percent of the portion of the count greater than 100.
b. The other division shall consist of Members who are not members of the latest currently active Term of Membership, meaning that they are members only of the previous still-active term. Take ten percent of the count of this division.
6. 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.
7. 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.
8. 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.
9. 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.
10. If the Board does not schedule such a Meeting in response to a valid request as specified in Paragraph 10.B.9, 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.
11. The business year shall begin on April 1 and end on March 31 of the following year.
12. 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 held during this business year.
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.10, giving Notice to the Members for each election due to be held at this Meeting.
13. If for any reason a Kumoricon is neither held nor scheduled to be held during the current business year such that the final date of the Kumoricon is at least 90 days prior to the end of the business year, Paragraph 10.B.12 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 ending no less than 90 days prior to the end of the business year.
14. 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.
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 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.
3. The Board must inform all Members of the text and passing date of any successful amendment to these bylaws no later than 10 days after such amendment is passed, except for an amendment for which passage is authorized by Section 2.B or Paragraph 5.D.6.
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.
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.
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.
1. These bylaws were amended on August 4, 2013 to effectuate a change in the composition of the Board, and to change other matters, to take effect at such times as specified herein.
2. Matters which have not yet taken effect shall be governed by those relevant provisions in the bylaws in effect immediately prior to this amendment, and Altonimbus Entertainment shall continue to publish such version of the bylaws for such reference, at least until all matters of this amendment have taken effect. Matters which have taken effect shall be governed by the most recently amended bylaws.
3. The creation of the Director of Membership position, and its status as a Board Member, shall take effect such that the first term begins at the close of the first Annual Meeting of the Membership which occurs after the date that this amendment passed. The election for such term of the Director of Membership shall take place at such Annual Meeting of the Membership. If such election does not successfully take place, then the position shall still be created and be considered vacant.
4. The elimination of the Facilities Liaison Officer Position, and its status as a Board Member, shall take effect at the conclusion of the Position's final term, and the final term shall be the term in effect when this amendment passed.
5. The establishment of the tiebreaking power of the President shall take effect at the start of the first term of the Director of Membership Position.
6. The change in duties of the Vice Chair shall take effect at the end of the final term of the Facilities Liaison Position.
7. The change in duties of the Secretary represent current practice and shall take effect immediately.
8. The changes to Notice requirements in Section 10.C shall take effect immediately.
9. The changes in Article number references in Subparagraphs 7.C.6.a and 7.C.6.b, and to capitalization in Paragraph 10.A.9, are corrections to typographical errors; and the change in wording in Paragraph 8.B.3 is to improve clarity; and do not represent any change of practice.
10. This entire amendment, including this Article (except for this inoperability provision) and all inline changes, shall be null and void unless it is passed by the Board and by the Members no later than August 30, 2013.
11. Once all provisions of this amendment have taken effect, Altonimbus Entertainment shall alter these bylaws to remove this Article governing this amendment.