BY-LAWS OF THE SILICON WEB CHAPTER OF INTERNATIONAL COSTUMERS' GUILD, INC.
(As ratified on March 22nd, 2010)
Section 1. Official Address. The official address of the chapter shall be located in the physical residence of the corresponding secretary. If for some reason this is not possible, then the officers shall obtain another address for temporary use.
Section 1. Becoming a member. Persons become members of the Chapter by paying the applicable dues and providing the Treasurer with their name, address, and email address (if applicable).
Section 2. Determining the total membership. A roster of all members shall be maintained jointly by the Corresponding Secretary and the Treasurer.
Section 3. Membership in the International Costumers' Guild (ICG).
- All members of the Chapter must be a member of the ICG, subject to the membership options stipulated in the ICG Standing Rules.
- Chapter membership paid-through date will set to the date assigned by the ICG Treasurer, regardless of when dues are received by the Chapter.
MEETINGS OF MEMBERS
Section 1. Meetings. Silicon Web holds meetings through an online group. Any member is able to join the group by requesting it from the group page or emailing the Corresponding Secretary.
Section 2. Vote. All Members that are paid in full are eligible to vote in any official business. Voting shall be done through the online group. All official votes shall be posted by an officer of the group. Voting shall be open for a minimum of 14 days. If there is a question of member eligibility the issue will be referred to the Silicon Web Treasurer, and, if there is further dispute, to the International Costumers Guild, Inc. Treasurer to determine member status.
Section 1. Board of Directors. The Chapter Board of Directors shall conduct the Chapter's business and manage its property, except as otherwise provided by statute, or these By-Laws. The Board shall be composed of the Officers of the Chapter.
Section 2. Actions of the Board. The Board of Directors may exercise all such powers of the Chapter and do all such lawful acts and things as statute or these By-Laws do not direct or require be exercised or done by the members.
Section 3. Meetings of the Board. The Board of Directors meetings will take place on an online administration group separate from the general membership online group.
Section 4. Quorum at Board meetings.
- On a monthly basis a roll call of the Board will be sent to the online administration group. Board members will register their presence within 5 days of the roll call. The presence of a majority of the Board members in office shall constitute a quorum for the transaction of business.
- The acts of a majority of the Board members present at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless otherwise specifically provided for by statute with provision that such voting requirements may not be modified by these By-Laws.
- If a quorum is not present at any monthly roll call of the Board, the Board members present may adjourn the meeting from time to time without notice other than the announcement of the meeting, until a quorum is present.
Section 1. How officers are chosen. The Officers of the Chapter shall be a President, a Vice-President, a Corresponding/Recording Secretary, and a Treasurer. They shall be elected annually by a vote of the chapter members. The election shall occur in the month following the annual Costume-Con. If there is no Costume-Con, the election shall occur in the month of May. The same person may hold any two or more offices, except those of President and Vice-President, but no Officer shall execute, acknowledge, or verify any instrument in more than one capacity. To become an Officer of the Chapter, a member must be at least eighteen (18) years of age.
Section 2. Other officers and agents of the Chapter. The Membership may appoint any other officers and agents as it deems necessary through a 2/3 vote, or delegate to the President the power to make such appointments. The Standing Rules of the Corporation also may empower the President to appoint officers and agents of the Chapter. Those other officers shall not be Officers of the Chapter, and the creation of such other officers by the Membership or by the President shall not increase the number of Officers on the Board of Directors of the Corporation. The President shall designate the terms of office and the powers and duties of each such officer or agent unless the Standing Rules provide otherwise with respect to a particular officer or agent.
Section 3. Officers not to be salaried. The Officers of the Chapter, as such, shall not receive any stated salary for their services to the Chapter.
Section 4. Removal of Officers. The Officers of the Chapter shall hold office from the date of their election until the election of Officers in the next calendar year, or until their successors are chosen and qualify. At any time, the Chapter may, by the affirmative vote of a majority of the Chapter members, remove any officer it elected or appointed. However, in no event will such removal affect the terms of any existing employment contract or other agreement for compensation under which a removed officer may have been employed. The Chapter shall fill any vacancy occurring in any office of the Chapter.
Section 5. Duties of Officers of the Chapter. In addition to the duties prescribed in these By-Laws, each Officer of the Chapter shall have any additional duties, not inconsistent with these By-Laws, that either the Standing Rules or the President may prescribe.
Section 6. Duties.
- The President shall be the chief executive officer of the Chapter, shall preside over the email group, shall have day-to-day general and active management powers over the business of the Chapter, and shall see that all orders and resolutions of the members and Chapter are carried into effect.
- The President shall have authority to sign and execute, in the name of the Chapter, all authorized deeds, mortgages, bonds, contracts, or other instruments. The President shall annually prepare a full and true statement of the affairs of the Chapter, including a Balance Sheet and Operating Statement; submit it to the online group nlt 30 days following Costume-Con, or in the Month of May in a year that there is no Costume Con.
Section 7. Duties. The Vice-President, or if there are more than one, the Vice-Presidents, shall, in the order determined by the President, perform the duties and exercise the powers of the President in the President's absence or disability, and shall perform such other duties and have such other powers as the President may prescribe from time to time.
The Vice President is the Official SiW Representative to the ICG Board of Directors. [added: mar 2010]
In the event that the Vice President is elected or appointed to an ICG Executive Board position, the President shall appoint an alternate to fill the Vice President position until the next chapter election of officers. [added: mar 2010]
THE RECORDING/ CORRESPONDING SECRETARY
Section 8. Duties.
- The Recording/ Corresponding Secretary shall maintain an email membership in the online yahoo group. If necessary, the Recording/ Corresponding Secretary shall report to the Chapter Officers any potential business brought up on the online yahoo group by the membership.
- The Recording/ Corresponding Secretary may sign, with the President or a Vice-President, any instruments and/or deeds of conveyance of the Chapter. In general, the Recording/ Corresponding Secretary shall perform all duties ordinarily performed by a recording secretary or corresponding secretary of a corporation and such other duties as the Membership or the President may assign from time to time.
- The Recording/ Corresponding Secretary shall give or cause to be given notice to the members of all voting opportunities and shall perform such other duties as the Board may prescribe. The Corresponding Secretary shall keep in safe custody the records and the seal of the Chapter. When authorized by the President, the Recording/ Corresponding Secretary shall affix the seal to any instrument requiring it; when so affixed, it shall be attested by the Recording/ Corresponding Secretary's signature, or by the signature of an Assistant Secretary.
- The Recording/Corresponding Secretary may sign, with the President or a Vice-President, any instruments and/or deeds of conveyance of the Chapter.
Section 9. Duties. The Assistant Secretary or, if there are more than one, the Assistant Secretaries shall, in the order determined by the President, perform the duties and exercise the powers of the Recording/ Corresponding Secretary in the absence of the Recording/ Corresponding Secretary, and shall perform such other duties and have such other powers as the President may prescribe from time to time.
THE TREASURER AND ASSISTANT TREASURERS
Section 10. Duties of the Treasurer.
- The treasurer shall have the custody of the chapter funds and receipts, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Chapter, and shall deposit all monies and other valuable effects in the name and to the credit of the Chapter in such depositories as the President may designate.
- The Treasurer shall disburse the funds of the Chapter as the President may order, taking proper vouchers for such disbursements, and shall render to the President, on the online group or when the Membership so requires, an account of all the Treasurer's transactions and of the financial condition of the Chapter.
- If the Membership so requires, the Treasurer shall give the Chapter a bond, in such sum and with such surety or sureties as shall be satisfactory to the President, for faithfully performing the duties of the Treasurer's office and for restoring to the Chapter, in case of the Treasurer's death, resignation, retirement, or removal from office, all the Chapter's books, papers, vouchers, money, and other property in the Treasurer's possession or under the Treasurer's control.
- The Treasurer may sign, with the President's prior authorization, any instruments and/or deeds of conveyance of the Chapter for an expenditure of over five hundred dollars ($500.00), and the Treasurer may sign other instruments and/or deeds of conveyance of the Chapter provided that the President or another officer endorse a copy of each instrument or deed of conveyance before the end of the fiscal year. In general, the Treasurer also shall perform all the duties ordinarily performed by a treasurer of a corporation, and such other duties as the President may assign.
Section 11. Duties of the Assistant Treasurer. The Assistant Treasurer or, if there are more than one, the Assistant Treasurers, in the order determined by the President, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the President may prescribe from time to time.
Section 1. Fiscal year. The fiscal year of the Chapter shall begin on January 1 and end on December 31.
Section 2. Seal. The seal of the Chapter is the same as the impression affixed in the margin of this page.
Section 3. Amendments. A majority vote of all of the members of the Chapter may alter, amend, repeal, or add to these By-Laws, provided that a written notice has been sent to each member at least forty-five (45) days before the start of the online voting during which such actions will be considered. The notice shall state the alterations, amendments, additions, or changes that are proposed. This notice may be waived in accordance with these By-Laws.
Section 4. Waiver of notice. Wherever these By-Laws or any statute entitle every member of the Chapter or of the Officers to notice of any regular or special meeting of the Chapter or the Officers, respectively, the meeting may be held without giving such notice, if seventy-five percent (75 %) of all the members of the Chapter or every Officer waives, in writing, that respective requirement. Such written waiver may be executed in one or more counterparts so long as the requirements for a three-quarters majority vote of all the members and a unanimous vote of all the Officers have been complied with.