Altonimbus Entertainment is a nonprofit public benefit corporation organized exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The organization is dedicated to creating awareness and appreciation for Japanese animation, comics, and related popular culture by organizing activities and events open to the general public which celebrate their historic and continuing contributions to art and culture.
The name of this organization is Altonimbus Entertainment (“the organization”). It may also operate under the event name Kumoricon.
The principal office of Altonimbus Entertainment is PMB 206, 5331 S Macadam Ave Ste 258, Portland, OR 97239.
There is a voting membership of Altonimbus Entertainment, consisting of those accepted applicants as described in article 4.
There is a board of directors (“board”) of Altonimbus Entertainment. The board operates as the governing body of the organization with the powers and responsibilities as detailed in article 5.
There are officers of Altonimbus Entertainment as described in article 6.
Kumoricon is a recurring event hosted by Altonimbus Entertainment as described in article 7. The management of Kumoricon is tied to the governance of Altonimbus Entertainment, as detailed elsewhere in these bylaws.
1. Altonimbus Entertainment will operate as an all-volunteer organization. This means that directors, officers, and members of Altonimbus Entertainment, and staff of any event, will not receive taxable compensation for services performed in connection with their duties to the organization.
a. This restriction does not prohibit reimbursement for necessary and unavoidable expenditures incurred on behalf of the organization.
2. In order to preserve the all-volunteer character of the organization, when the organization hires any person via employment, contract, or other arrangement, then such employment (in whatever form):
a. may not confer any organization title, organization or event status, organization membership level, or staff status for any Altonimbus Entertainment event; and
b. will be reserved for cases when it is not reasonably practical to accomplish the objective through volunteer work.
1. Although the board is the governing body of the organization, the membership is the highest level of oversight of the organization.
a. Several provisions elsewhere in these bylaws are intended to be protections of this principle, including but not limited to: closely tying Kumoricon staff with organization membership; the preservation of a membership of representative size and composition on all days of the year; the election of most board positions by the membership; the requirement of membership approval for bylaws amendments; regular meetings of the membership; and notice and quorum requirements.
2. The membership of the organization consists of Kumoricon staff, as detailed in articles 4 and 7.
1. In order to help ensure its obligations, promises, and protections are met, including those encompassed by its role as a nonprofit, the organization will establish and maintain policies addressing:
a. Financial controls and spending;
b. Conflict of interest for directors, event staff, and other appropriate personnel;
c. Election of directors, and membership proxies; and
d. Registration, removal, resignation, code of conduct, requirements, and benefits of organization membership and Kumoricon staff.
2. The text of policies that are required by these bylaws, as well as the text of these bylaws, must be continuously available to members.
Policy established and maintained by the organization must be not inconsistent with furthering the purpose of the organization’s governing principles.
1. Only natural persons may become members.
2. A person’s membership status begins at the time of appointment or election to a Kumoricon staff position, or upon recognition by these bylaws of founder status.
a. Membership cannot be granted by any other method not specified in these bylaws.
3. A person’s membership status ends immediately if the person delivers to the Secretary, President, or board a written resignation of membership, which also constitutes a resignation from all Kumoricon staff positions.
4. A person’s membership status ends 10 days (at 11:59pm Pacific Time) after resignation, or delivery of notice of removal, from a Kumoricon staff position where there has not been satisfactory completion of the position, provided that the person would not have membership by virtue of any other reason, including another current Kumoricon staff position or a Kumoricon staff position for a previous event for which their membership would not yet have expired.
5. The organization may remove a person’s membership status as a result of misconduct or other sufficient cause, concurrent with removal from any Kumoricon staff positions the person may hold, which will take effect on the day specified (at 11:59pm Pacific Time) which is no less than 10 days after delivery of notice of such action.
6. When membership ends under paragraphs 4 or 5 as a result of a removal action, then if the member disputes the removal, then the end of membership status will only take effect upon the final outcome of an adjudication process, as described in article 9.
7. A person’s membership status ends due to expiration on whichever of the following days (at 11:59pm Pacific Time) occurs last:
a. The 180th day after no longer holding any Kumoricon staff positions, director positions, or founder status; or
b. The 180th day after the annual meeting of the membership that was held after both the latest Kumoricon event for which they held a Kumoricon staff position, and after they became a member.
1. Every person who is a member has the right to exactly one vote in any matter put to a vote of the membership, whether voting directly or represented by proxy.
2. Unless otherwise specified in these bylaws or applicable law, the affirmative vote of the majority of members casting a vote is the decision of the membership.
3. All issues to be voted on by the membership are transacted either at meetings of the membership, or by written ballot outside a meeting, in either case meeting all of the requirements in those respective sections, and elsewhere in these bylaws or applicable law. Any specific matter put to a vote of the membership will be transacted either at a membership meeting, or by written ballot outside a meeting, but not both.
a. A vote is only considered a vote by written ballot outside a meeting if the vote is conducted entirely according to that section and not according to rules for voting at a membership meeting. Use of written ballots limited to those in attendance at a membership meeting, including ballots using an online platform or service during the meeting, does not cause the vote to be classified as a vote by written ballot outside a meeting.
1. The organization will hold meetings of the membership.
a. An annual meeting of the membership is usually held shortly after each Kumoricon, detailed below.
b. A regular meeting of the membership is held approximately monthly, but these may be held more or less often as circumstances warrant.
c. A special meeting of the membership is held under such appropriate circumstances as detailed below.
2. The board may call a regular or special meeting of the membership at a date, time, and location of its choosing by delivering valid notice to the membership of such, as detailed below.
3. The board must call an annual meeting of the membership to be held at approximately one-year intervals.
a. Such meeting will be held between 180 and 540 days after the previous annual meeting of the membership, regardless of the scheduling, status, or cancellation of any Kumoricon event; and
b. Such meeting will also be held between 10 and 90 days after each Kumoricon if this can be accomplished while also meeting the requirement in sub-paragraph (a), and while not imposing substantial cost to the organization or inconvenience to members.
4. The membership may authorize a special meeting of the membership for any specified proper purpose(s) that are pursued in good faith, or an annual meeting of the membership if the board fails to meet the requirement of paragraph 3, if at least five percent of the membership signs, dates, and delivers, in one or more parts, such authorization, and such authorizations necessary to meet these requirements were signed within a 30-day window.
a. Such authorization may take either form:
(i.) A request delivered to the board (either directly, or via the President or Secretary) to call such meeting, which the board must call within 15 days at a date, time, and location of its choosing meeting the requirements below and the requirements to hold a vote of the membership; or
(ii.) A call for such meeting at a specific date, time, and location, constituting notice to the membership, delivered directly to the membership, but only if required by law or if the meeting requested by the process in sub-paragraph (i) was not called according to those requirements.
b. A meeting called as a result of a membership authorization must take place no more than 75 days after the earliest dated authorization necessary to meet the requirement.
5. The board may change the date, time, and/or location of a meeting of the membership, or cancel a meeting of the membership, by sending notice of the change or cancellation to the membership, provided that:
a. Notice requirements for holding a changed meeting will apply as if the meeting was newly called at the time of the notice of the change.
b. If the date of a meeting of the membership changes, then any notice for an individual action must be re-delivered to be valid; otherwise, such valid notice is preserved.
c. The board may not change or cancel a meeting of the membership to unfairly hinder or block action of the membership, and any change or cancellation must be done in good faith.
6. The board may place an action to be voted on by the membership on the agenda of any meeting of the membership (except for an already called special meeting).
7. The membership may request an action to be voted on by the membership be added to the agenda of either the next feasible meeting of the membership (except for an already called special meeting), or a specific meeting of the membership (except for an already called special meeting), and the board must do so, and deliver valid notice for such, if all of the following are satisfied:
a. The action is one that the membership has the legally authorized power to undertake;
b. There is time to reasonably meet any notice and other applicable legal requirements for such action at that meeting if the request is for a specific meeting; and
c. At least five percent of the membership signs, dates, and delivers, in one or more parts, such request, to the board (either directly, or via the President or Secretary).
8. All members have the right to attend meetings of the membership, except that:
a. The board, in its sole discretion and without the need for the adjudication process described in article 9, may bar or eject a particular member from one or more meetings to protect the safety of any person, to prevent or stop substantial disruption, or to satisfy a legal requirement.
b. The membership, by affirmative vote of at least two-thirds of those voting, or those directors present, by an affirmative vote of at least two-thirds of those voting, either such vote being allowed to be held without a formal meeting of either body or any notice or quorum requirements, and without the need for the adjudication process described in article 9, may bar or eject a particular member from a meeting presently in progress or about to start, for the reasons listed in sub-paragraph (a).
c. A member’s right is not considered infringed if they are unable to attend a meeting due to a legal restriction or due to a ban imposed by a meeting venue or by a remote communication service provider, provided that the decision at the root of the inability was made independently of Altonimbus Entertainment.
9. Meetings of the membership may allow attendance and participation (including voting) via remote communication in addition to a physical location, or may designate a “location” of no fixed physical location and allow attendance and participation solely via remote communication.
10. Members must be in attendance at a meeting to vote for votes conducted at that meeting, except for voting by proxy.
a. A member may represent by proxy no more than two other members at any given moment.
b. A member’s appointment of a proxy applies to a single designated meeting.
c. Proxies are non-transferable.
11. For voting to occur at a meeting of the membership, all of the following must be satisfied:
a. Notice and quorum requirements as detailed in those sections further below are met.
b. The meeting is scheduled to start between 10:00am and 4:00pm Pacific Time on a Saturday or Sunday and not on a U.S. federal holiday.
c. If the meeting is held at a physical location:
(i.) The location is accessible to the public without entry cost or requirements beyond ordinary and typical rules of conduct.
(ii.) The location’s travel distance is fair and reasonable taking into account all of the relevant facts and circumstances, including the location of recent or upcoming in-person events, the geographic spread of the membership, and recent meetings of the membership.
d. If the meeting is allowing attendance and participation via remote communication:
(i.) The organization must support either at least one remote communication mechanism that does not require either an account or contract with any third-party service or provider (beyond Internet and email access), or must support a combination of one or more remote communication mechanisms for which there is a choice of at least two reasonably available, no-cost (to the member), independent third-party services or providers such that there is an available alternative for any single third-party service or provider in order to use one of the supported mechanisms. “Mechanism” can refer to a platform, service, or protocol. “Support” means the organization allows attendance and participation (including voting) using this remote communication mechanism.
(ii.) The organization must publish, and keep up-to-date, instructions for attending and participating (including voting) via all of the supported remote communication mechanisms.
(iii.) The organization must reasonably attempt to accommodate individual member requests to attend and participate (including voting) via means other than the listed supported remote communication mechanisms.
e. The precise combination of the meeting’s physical location (or choice of no fixed physical location) and supported mechanisms for attendance and participation (including voting) via remote communication is locked at the time of the most recent valid notice prior to the notice deadline, and there must be no subsequent changes in such location or supported remote mechanisms. If any issue prevents usage of any supported remote mechanisms listed in such notice, including an issue either within or beyond the organization’s control such as service uptime or network connectivity, this requirement is not met and voting at that meeting may not occur.
(i.) Except, that if a specific remote mechanism was clearly listed in the notice as experimental with a statement that members must arrive prepared to use a different supported remote mechanism, then a removal or lack of availability of this remote mechanism will not cause this requirement to not be met. For this exemption to be available, the remote mechanism listed as experimental must not count toward meeting the requirements of sub-paragraph d.i.
(ii.) A change in channel, virtual room, virtual workspace, or online address but within the same platform, service, or protocol is not considered a change in mechanism.
f. The location, choice of not using a fixed physical location, choice of whether to allow attendance and participation via remote communication, or list of supported mechanisms for remote communication may not deviate from the organization’s usual practices for meetings of the membership for an unjustified reason that unfairly hinders or blocks action of the membership, or that is not in good faith.
12. Meetings of the membership may be governed as the presiding officer sees fit, not inconsistent with other applicable policies or requirements, provided that the presiding officer must allow every valid matter to be voted on to come to a vote in a fair and reasonable manner.
a. The presiding officer is the President, or if not in attendance or able, then designated by applicable policies or practices.
b. However, the board or membership, respectively, who calls a particular meeting may specify a different director to be the presiding officer for that meeting. The membership’s choice of director as presiding officer is only binding if the process specified in sub-paragraph 4.a.ii was permitted and followed.
13. A meeting of the membership may be closed by any of the following:
a. By declaration of the presiding officer, provided that there are no remaining valid matters to be voted on for which notice was delivered to the membership.
b. By declaration of the presiding officer, if quorum is currently unmet and is not reasonably expected to be met in the near future.
c. Upon the affirmative vote of at least two-thirds of members casting a vote.
d. Upon the decisive dispersal of the membership in the apparent belief that the meeting has concluded.
14. The Secretary, or if not in attendance or able, another person so designated, will take official minutes of the meeting, recording the date, scheduled start time, actual start and end times, and location of the meeting, the presiding officer, the taker of minutes, the number of members in attendance, the status of quorum, any finding of a change in quorum status, the text and outcome of any matter voted on by the members, and additional descriptions or summaries of other business or reports as is necessary or desirable. These minutes will be kept by the organization as required by law or by other purposes.
15. To the extent allowed by law, these bylaws hereby prohibit the ability to adjourn a meeting of the membership to a future date, or to a time more than two hours in the future, or to a different location, unless the original notice for the meeting specified the possibility of adjournment to the specific future date and/or location. If applicable law does not allow for this prohibition, then in such cases where the prohibition is not allowed, these bylaws hereby require notice to the membership to be delivered to the same effect as if the resumed meeting of the membership were treated as a separate meeting.
1. In any matter put to a vote of the membership, including an election of a membership-elected director, the vote may be held by written ballot outside a meeting, even if these bylaws otherwise state that the vote will take place at a meeting of the membership, but only if:
a. Approved by the board; or
b. Provided by organization policy; or
c. The membership followed the process to request or schedule a vote of the membership under paragraphs 4.C.4 or 4.C.7, but instead of requesting or scheduling a meeting, requested or sent notice that the matter be transacted by written ballot outside a meeting, and:
(i.) The board approved the request to hold the vote by written ballot outside a meeting; or
(ii.) Organization policy provides that such a membership request to hold a vote by written ballot outside a meeting is automatically granted; or
(iii.) All of the elections for the current term and the previous term for membership-elected directors were held by written ballot outside a meeting.
2. Only persons who are members at the time the official solicitation for vote is sent to the membership are eligible to vote in such a vote by written ballot outside a meeting.
3. Proxy authorizations are not valid for a vote by written ballot outside a meeting.
4. In order to be valid, such vote by written ballot outside a meeting must meet all of the following requirements:
a. Notice and quorum requirements as detailed in those sections below are met.
b. For a vote other than election of a director, the ballot must set forth each proposed action and indicate the percentage of votes that must be met or exceeded in order to pass, and provide an opportunity to vote for or against each proposed action.
c. For an election of a director, which will be conducted under the election method known as approval voting, the ballot must list all candidates for that race based on a nomination process set forth by organization policy, with the member voting for as many candidates as the member approves of, and the winner of the election being the candidate with the most votes in approval, provided that the number of approvals is at least a majority of the votes cast, and provided that ties will be dealt with based on a process set forth by organization policy. The ballot must also contain:
(i.) a “no confidence” option, which is treated as a vote cast in the election but with the member approving none of the candidates; and
(ii.) a write-in field allowing the member to write in as many persons as the member approves of, which will be counted under the same rules as for listed candidates; and
(iii.) instructions and explanation for correctly completing a vote.
d. For any vote, the ballot must provide an opportunity to register an abstention. Such abstention is not counted as a vote cast.
e. The solicitation for vote must indicate the number of responses needed to meet quorum requirements.
f. The solicitation for vote must specify instructions and requirements for submitting the ballot, and specify a deadline in the form of a specific date and time by which it must be received in order to be valid, which must be no later than the 45th day after which ballots were sent, and which may not be changed except under the same circumstances as for sub-paragraph 8.D.6.b.
g. If ballot submission is not open from the time that solicitations for vote are sent, then the solicitation for vote must specify the open date and time, which may not be changed except under the same circumstances as for sub-paragraph 8.D.6.b, and it must open no later than 24 hours before the ballot submission deadline.
5. Votes by written ballot outside a meeting are treated as secret votes.
6. A written ballot, once validly submitted, may not be changed or revoked, unless the ballot was submitted using an online voting system that provides an automated method to change or revoke a submitted ballot which is available to all members using that online voting system throughout the entire voting period, without requiring a special request.
7. A vote by written ballot outside a meeting is not considered concluded until the ballot submission deadline.
8. When the organization has validly commenced a process to vote to elect a membership-elected director by written ballot outside a meeting that would otherwise take place at the annual meeting of the membership, then:
a. The term for such director elected by written ballot outside a meeting shall instead begin immediately at the first announcement of the winner for such election and the person elected will take office at that time, and the preceding term shall end at the same time.
b. The voting deadline must be no earlier than 11:59pm, Pacific Time, on the day of the annual meeting of the membership, and no later than 11:59pm, Pacific Time, on the 14th day after the annual meeting of the membership.
9. If a membership-elected director elected by written ballot outside a meeting in cases other than described in paragraph 8 would take office at the close of the meeting if the vote had been held at a membership meeting, then instead, the elected director will take office immediately at the first announcement of the winner for such election.
10. For an election of a director by written ballot outside a meeting, once the ballot submission deadline has passed, time is of the essence in counting the ballots and determining and publicly announcing the winner. The organization will treat concluding the election with the same urgency as if it were held during a membership meeting.
11. The protections described in paragraph 8.D.6 will apply to any vote by written ballot outside a meeting.
1. Notice to the members must be delivered 10 days prior to any of the following actions for such action to be valid:
a. Holding a meeting of the membership, specifying the date, time, location, and any supported mechanisms for remote communication;
b. Election or removal of a director to be voted on by the membership, specifying the action, and, for removal actions, the person; and the date, time, and location of the meeting for the vote, or solicitation of a vote by written ballot outside a meeting meeting all such requirements;
c. A vote to amend these bylaws or the articles of incorporation, specifying the exact text of the amendment, and the date, time, and location of the meeting for the vote, or solicitation of a vote by written ballot outside a meeting meeting all such requirements;
d. A vote to distribute assets as described in section 12.B, specifying the terms of the distribution with reasonable particularity, and the date, time, and location of the meeting for the vote, or solicitation of a vote by written ballot outside a meeting meeting all such requirements.
e. The deadline for ballot submission for any vote held by written ballot outside a meeting, with the solicitation of such vote meeting all applicable requirements.
2. Notice to the members must be delivered specifying the outcome within 10 days after any valid vote of the membership to elect or remove a director, or to amend these bylaws, or a vote on any matter held by written ballot outside a meeting; or after any change of these bylaws except for a change to the principal address as specified in section 2.B; or after any change in board membership for any reason specifying the person and position which has changed.
3. A member may waive required notice by signing and delivering to the organization a written waiver of such notice. A waiver of notice does not apply to notice which is specific to that particular member unless the waiver explicitly states that it includes that type of notice.
a. A member waives required notice if that member is in attendance at a meeting of the membership and does not raise an objection of improper notice of holding a meeting at the beginning of such meeting, or does not raise an objection of improper notice of a particular action when that matter is presented.
b. A member waives required notice of a vote by written ballot outside a meeting if that member casts a valid vote on that matter, or does not raise an objection of improper notice as soon as the member learns or reasonably should have learned of such vote, taking into account the facts and circumstances regarding the alleged defective notice.
1. Quorum for acting is met at a meeting of the membership if any of the following is met:
a. 20 members are represented at the meeting, either directly in attendance or by proxy; or
b. The number of members represented at the meeting, either directly in attendance or by proxy, meets or exceeds the number of directors in office, plus 20% (without any rounding) of the total number of members who are not also directors.
2. Quorum for a vote by written ballot outside a meeting is met if the number of votes cast plus abstentions registered by ballot would meet quorum if those members voting or registering an abstention were directly in attendance, not considering proxy representation, at a meeting of the membership.
1. The board of directors consists of nine persons (“directors”) elected by the membership of the organization and by the board, as described in article 8.
a. Three of the board positions will double as the officers of Kumoricon as described in article 6, and the other six board positions will double as the managing directors of Kumoricon, as described in article 7.
b. Each director is elected to the board for a specific officer or managing director position, and attains or loses that doubled position concurrent and simultaneous with taking or leaving office for the director position, regardless of the cause or reason, except as provided in sub-paragraph (c).
c. The board may sever the tie between the director position and the doubled officer or managing director position in the case of a leave of absence or suspension, as described by and limited by sections 8.H, 8.I, and 8.J.
d. The number of directors and electing body of each director can only be changed by amendment to these bylaws.
1. The governing body of the organization is the board of directors (“board”).
2. The board has supervision, control, and direction of the management, affairs, and property of the organization.
3. The board may adopt such policies, rules, and regulations for the organization as the board deems necessary or desirable.
The board will actively pursue the purposes and objectives of the organization and supervise the disbursement of organization funds.
A director, officer, or managing director must discharge the position’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 person reasonably believes to be in the best interests of the organization.
Directors are elected to approximately one-year terms, as described in article 8.
1. A decision of the board is the action of the organization.
2. Any of the following constitutes a decision of the board, provided that these bylaws or applicable law do not specify a different requirement for that action:
a. In a board meeting, the affirmative vote of a majority of directors in attendance;
b. Outside a board meeting, the affirmative written vote sent via email of the majority of directors in office, provided that:
(i.) A director sends via email identical written notice of the proposed action to all directors at the same time, stating that it is notice for an out-of-meeting action, and specifying a voting deadline which must be no earlier than 48 hours and no later than 336 hours after the notice was sent, and which must be stated either as a specified number of hours after the notice or as a specified date and time;
(ii.) Such votes are sent to all directors at the same time;
(iii.) Such votes are sent no earlier than 24 hours after notice is sent of the action and no later than the voting deadline; and
(iv.) The action is not limited by these bylaws or applicable law to occurring in a board meeting.
c. Outside a board meeting, the unanimous written approval of all directors in office, provided that all written approvals are transacted within a 336-hour window. Unanimous written approval under this sub-paragraph bypasses any requirement elsewhere in these bylaws that an action must be performed only in a board meeting.
3. For actions conducted under sub-paragraph 2.b:
a. The decision is not considered enacted until the voting deadline.
b. A director may change their vote until the voting deadline by following the same process as for sending an original vote.
4. For actions conducted under sub-paragraphs 2.b or 2.c:
a. In a subsequent board meeting, the board shall review the action and any ratification or objection to the procedure of the decision will be entered into the minutes, including a listing of votes for or against the action and any statements of abstention for the action.
1. The board will meet regularly, and as desired or necessary, in board meetings.
2. Any director, or the board acting as a body, may call a board meeting by sending notice of the meeting to all directors.
3. The President, or the board acting as a body, may change the date, time, and/or location(s) of any board meeting, or cancel any board meeting, by sending notice of the change or cancellation to all directors.
a. Notice requirements for holding a changed meeting will apply as if the meeting was newly called at the time of the notice of the change.
b. Valid notice for an individual action within a changed meeting is preserved.
c. For a change or cancellation not made by the board, the change or cancellation will not take effect if any director who did not approve the change or cancellation delivers an objection to the change or cancellation in writing to all directors within 24 hours of delivery of the original notice.
4. The presiding officer of a board meeting is the President, or if not in attendance or able, then designated by applicable policies or practices.
a. However, the director or board, respectively, who calls a particular meeting may specify a different director to be the presiding officer for that meeting.
5. The board must call an annual meeting of the board to be held at approximately one-year intervals, and it must be scheduled to take place no less than 48 hours and not more than 45 days after the close of the annual meeting of the membership, or, instead, the time of announcement of election results if an election for a membership-elected director that would have otherwise taken place at the annual meeting of the membership was held by written ballot outside a meeting.
a. If the board fails to call an annual meeting of the board in this time range, then any director may call an annual meeting of the board.
6. All directors have the right to attend board meetings.
7. For actions, decisions, or voting to occur or represent the organization at a board meeting, in addition to meeting notice and quorum requirements detailed below, the meeting must be held in a location accessible to all directors without entry cost or requirements beyond ordinary and typical rules of conduct.
8. A board meeting may be held at one or more locations, or at no fixed physical location, provided that all locations and remote persons in attendance are connected via one or more communication methods so that each person in attendance can hear or otherwise communicate at substantially the same time with all persons in attendance, and all such persons are included in the course of the discussion, materials, and actions of the meeting.
9. Board meetings may be governed as the presiding officer sees fit, not inconsistent with other applicable policies or requirements, provided that:
a. If a director moves to end discussion of a question and the motion is seconded by another director, then the vote on whether to end discussion must occur immediately. If the motion to end discussion carries, a vote on the original motion must occur immediately.
10. A board meeting may be closed by any of the following:
a. By declaration of the presiding officer, provided that there are no remaining valid matters to be voted on for which notice was delivered to the board, and if there is no pending motion for which at least two directors express a desire to make progress.
b. By declaration of the presiding officer, if quorum is currently unmet and is not reasonably expected to be met in the near future.
c. Upon the affirmative vote of at least two-thirds of directors in attendance.
d. Upon the decisive dispersal of the directors in the apparent belief that the meeting has concluded.
11. The Secretary, or if not in attendance or able, another person so designated, will take official minutes of the meeting, recording the date, scheduled start time, actual start and end times, and location of the meeting, the presiding officer, the taker of minutes, the list of directors and other persons in attendance, the status of quorum, any finding of a change in quorum status, any waiver of notice of an absent director, the text and outcome of any matter voted on by the board, and additional descriptions or summaries of other business or reports as is necessary or desirable. These minutes will be kept by the organization as required by law or by other purposes.
1. Notice to every director must be delivered 48 hours prior to any of the following actions for such action to be valid:
a. Holding a meeting of the board, specifying the date, time, and location(s);
b. Election or removal of a director to be voted on by the board, specifying the action, and, for removal actions, the person; and specifying the board meeting for the vote;
c. A vote to approve a leave of absence or suspension of a director position or end such a status, as described in sections 8.H or 8.I, specifying the position, and specifying the board meeting for the vote;
d. A vote to amend these bylaws or the articles of incorporation, specifying the exact text of the amendment, and specifying the board meeting for the vote;
e. A vote to dissolve the organization, specifying terms of the action with reasonable particularity, and specifying the board meeting for the vote.
2. Notice to every director must be delivered as soon as reasonably practical specifying the outcome of any vote of the board to elect or remove a director, approve a leave of absence or suspension of a director position or end such a status, to amend these bylaws, or to dissolve the organization; or of any director’s submitted resignation.
3. A director may waive required notice by signing and delivering a written waiver specifying the meeting or action that the waiver applies to. A waiver of notice for a meeting does not constitute a waiver of a particular action at that meeting that requires separate notice unless such additional waiver is explicitly specified.
a. A director waives required notice if that director is in attendance at the board meeting or for the action otherwise requiring notice, and does not raise an objection of improper notice either prior to the action or meeting or at the earliest reasonable opportunity after the commencement of the action or their arrival to the meeting. If the director votes for or assents to an action, that director’s objection is waived regarding both notice of that action and notice of holding the meeting.
b. A director’s ineligibility to vote, inability to act, or recusal from acting, on any matter, as a result of a conflict of interest or any other reason, does not constitute that director’s waiver of notice on such a matter, unless the parameters of the conflict of interest restriction explicitly specify exemption of notice for that matter.
To determine whether quorum for acting at a Board Meeting is met, directors will be counted using two different methods. Quorum is met only if the requirements of both counting methods are satisfied:
1. To satisfy the first requirement, the number of directors in attendance must be at least two-thirds of the total number of directors in office.
2. To satisfy the second requirement, the number of directors in attendance must be more than half the total number of directors in office, making the following adjustment for any relationships between directors:
a. If two or more directors are related (as described by paragraph J.5), then all directors who form part of a chain of such relationships will collectively count as no more than one director in attendance for the purpose of computing whether the second quorum requirement has been met.
b. This adjustment to take into account relationships between directors is solely for counting for quorum under paragraph 2 (and not paragraph 1), and for no other purpose, and does not result in any reduction in voting power for such directors.
1. A transaction in which a director has a conflict of interest, direct or indirect, may be approved, if:
a. In advance of the transaction, the material facts and the director’s interest were disclosed or known to every director; and
b. All other applicable requirements under the organization conflict of interest policy in effect at the time the conflict of interest began were followed.
2. A director must recuse from voting on any matter in which they have a personal interest, including transactions with or disciplinary action affecting themselves or a related person (as described by paragraph 5).
3. A director may recuse themselves from discussion or attendance on any matter in which they have a personal interest or for which they are ineligible to vote. If doing so, the board must recall a recused director back to the meeting before discussing or acting on any other matters, or the director will have the same claim of improper notice regarding such discussion or actions as if they had occurred in a separate board meeting without proper notice to that director.
4. To the extent permitted by law, the organization may abridge a director’s right to voting, discussion, meeting attendance, or access to any organization records or minutes in order to address a conflict of interest. Such restriction must be limited to a specific matter on which the director has a conflict of interest.
a. A newly-imposed conflict of interest restriction of the type specified in this paragraph, or an increase in scope of an existing such restriction, will only be applied:
(i.) As the final outcome of an adjudication process as described in article 9; or
(ii.) If agreed to by the director.
b. The organization has the responsibility of monitoring and determining when and whether to lift any such restriction.
5. “Related” as used in these bylaws includes family, personal, and outside business relationships, and is interpreted under all applicable legal requirements, including but not limited to ORS 65.361 and the Internal Revenue Code, and also as may be expanded under the organization conflict of interest policy.
1. The board may delegate or undelegate decisions or categories of decisions it has the power to make to appropriate personnel, except for any specific type of action listed in these bylaws or applicable law as being a decision of the board. When the board delegates in this manner, it may delegate to a person, to a group, or via a specified process. However, the following decisions are reserved to the board directly:
a. Enacting or amending organization policy;
b. Enacting or amending a code of conduct for staff or for the Kumoricon event;
c. Enacting or amending requirements for all Kumoricon staff positions or membership; and
d. A decision to hold an event or begin a project with an expected budget of over $10,000.
2. The board may not delegate its board power generally, or to effectively alter the board’s role as the active, de facto governing body of the organization.
3. The board may not use delegation in order to effectively change requirements on board action specified in these bylaws, such as increasing, reducing, or changing the requirements for board votes, or changing notice requirements.
4. Committees may not exercise the general power or authority of the board.
1. There will be a President, Treasurer, and Secretary of the organization.
2. In addition to the duties for officers listed here, the organization may assign additional duties to officers.
3. The board may temporarily re-assign duties of officers when not inconsistent with applicable law.
The duties of the President are to:
1. Preside at all meetings of the organization if not otherwise specified;
2. Have general supervision of the affairs of the organization;
3. Personally represent the organization on proper occasions and in business contacts;
4. Assist all other officers and managing directors of the organization in their records, correspondence, and other organization duties; and
5. Act as Chair of Kumoricon.
The duties of the Secretary are 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 meetings;
4. Maintain records of member names and addresses; and
5. Authenticate records of the corporation.
The duties of the Treasurer are to:
1. Maintain organization financial records and deliver financial reports to the organization annually or when requested by the board; and
2. Maintain organization banking and bank accounts.
1. The organization will produce, plan, and host the event Kumoricon on an approximately annual schedule.
2. Kumoricon is dedicated primarily to the promotion of Japanese animation and culture, and may also include programming related to other topics. Kumoricon may hold programming which is of an entertainment, educational, or charitable nature.
The managing directors of Kumoricon are the positions of Director of Infrastructure, Director of Membership, Director of Operations, Director of Programming, Director of Publicity, and Director of Relations.
1. In order to bring about and preserve a staff-run organization, the management of Kumoricon will be structured so that as much of the production, planning, and hosting of Kumoricon as is reasonably possible is performed by staff positions which confer membership in the organization.
2. Officers of the organization and managing directors of Kumoricon are Kumoricon staff positions.
3. The organization may set requirements and durations for specific Kumoricon staff positions, provided that:
a. Kumoricon staff positions may be held only by natural persons.
b. The organization must structure its requirements such that no person holding a Kumoricon staff position is subject to a combined requirement of less than 16 hours of volunteer work associated with each Kumoricon event.
c. Each Kumoricon staff position is associated with a specific Kumoricon and has a defined start and end date, which must be reasonably related to the needs of the Kumoricon it is associated with.
d. The organization must use a process for appointing persons to Kumoricon staff positions which requires approval from not less than two directors if the appointment would result in attainment of membership or extending the expected duration of membership based on the end dates of the positions.
e. In order to preserve election impartiality, the organization will not appoint persons to Kumoricon staff positions between the end of a Kumoricon and the next annual meeting of the membership without a specific and narrowly-tailored justification.
1. Any natural person who has the legal ability to enter contracts with the organization and who has reached the age of majority in the jurisdiction in which they reside is eligible for election to a director position.
a. An otherwise eligible person may be made ineligible for election, but only by an explicit limitation on an individual basis imposed by the final outcome of an adjudication process as described in article 9. For such a limitation to be valid:
(i.) The offense(s) must be substantial enough to warrant being barred from all Kumoricon staff positions; and
(ii.) The limitation must be brought in a timely manner proximate to the alleged offense(s), taking into account delays caused by information that could not have been reasonably known to the organization.
(iii.) Such limitation must last for a specific amount of time not to exceed 7 years, which can only be adjusted longer or shorter, renewed for a specific duration, or removed, by a formal finding of a new adjudication process.
b. The organization may impose a condition that all directors, upon election, sign a non-disclosure agreement to protect non-public business information of the organization, but only if the exact text of the agreement is publicly available at least 30 days prior to the election, and if the same agreement and terms are required for all incoming Kumoricon staff. Such an agreement may not include terms that are not directly required for this purpose.
c. Eligibility may not otherwise be limited except by amendment to these bylaws.
2. A person does not need to be in attendance at the election to be elected.
1. The director positions which correspond to the positions of President, Director of Infrastructure, Director of Membership, Director of Operations, Director of Programming, Director of Publicity, and Director of Relations are membership-elected. The electing body of these positions is the membership.
2. The director positions which correspond to the positions of Secretary and Treasurer are board-elected. The electing body of these positions is the board.
1. The term of a director position begins and ends at the closing of consecutive annual meetings of the body electing that position, to effectuate a term duration of approximately one year.
a. Election of membership-elected positions will normally take place at the annual meeting of the membership to fill the expiring terms.
b. Election of board-elected positions will normally take place at the annual meeting of the board to fill the expiring terms.
2. A person takes the office to which they have been elected at the close of the meeting at which the election takes place. If the person does not explicitly accept or decline the election, they are presumed to have accepted the election.
a. If, prior to the close of the meeting in which an election has occurred, an elected person explicitly declines the election, the election is void and another election for that position must be held at that meeting.
3. A person who holds a director position retains office until they are removed, resign, die, or at the close of the meeting at which their successor is successfully elected.
4. A person may be elected for consecutive terms.
5. In the case of a vacancy or lack of elected successor for a director position, a special election will be held to fill the position. The term of a director elected to fill a vacancy concludes at the same time as the term of the prior holder of the position.
a. Only the electing body specified in paragraph 1 for the position requiring a special election may vote to fill a vacancy.
b. 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 will not be held and the term for the next holder of the position is the same as if no vacancy had occurred.
c. If a vacancy in a director 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 will take office when the director resigning leaves office for any reason or at the effective date and time of the resignation, whichever occurs first.
d. If the position requiring a special election is membership-elected, then either the board, or the membership, using the process described in paragraphs 4.C.4 or 4.C.7, may schedule the special election, which must meet all of the applicable requirements, including notice requirements, for holding such election.
1. In addition to the more general requirement of paragraph 3.C.2, printed copies of these bylaws and policies related to elections must be available for review at a meeting holding an election of a director if the meeting is held at a physical location.
2. Elections must be held by secret written ballot, unless, at that election, a motion to elect by acclamation is passed without any member objection. The ballot must contain the following options, for which the member must choose exactly one unless abstaining:
a. all candidates for that race, based on a nomination process set forth by organization policy, subtracting any candidates who may be eliminated in a runoff, such elimination and runoff processes also set forth by organization policy;
b. a “no confidence” option, which does not count as a vote in favor of any candidate but counts as a vote cast in the election, and is included in the determination of whether a majority of votes in favor of a candidate has been met; and
c. a write-in option to list one person, for which all persons originally eligible remain eligible, including persons never listed on any ballot and candidates who were eliminated in a run-off round.
3. Members must have the opportunity to abstain from casting any vote. Such abstention is not treated as a “no confidence” vote, and is not counted as a vote cast.
4. It is not considered a conflict of interest under the rules of this organization for a member to vote for themselves or for any other person in any election for a membership-elected position.
5. If an election for President and for any other member-elected position are occurring at a meeting, then an attempt to elect the President must occur prior to an attempted election for any other position.
6. Elections will be conducted under organization policy, provided that it does not conflict with these bylaws or applicable law, and provided that:
a. Any change to election policy or practices made any after nomination process, either formal or informal, has started, or is imminently anticipated to start, will only apply to that election if:
(i.) It is necessary to resolve an anomaly or problem with the fairness or impartiality of the election; or
(ii.) It clarifies or improves the detail of a matter that has no material impact to the fairness or impartiality of the election; or
(iii.) It is consented to by all candidates and there is no objection from at least three members after giving the membership a reasonable opportunity to object.
b. If ballot collection has begun for an election but then either the election cannot be completed, or an anomaly or problem arises with the fairness or impartiality of the election, in either case in a manner not anticipated by organization policy, then the personnel tasked with administering the election must promptly decide how to resolve the issue, with a strong presumption toward remedying the issue and completing the election, unless canceling and re-doing the election is necessary in order for the election to be fair and impartial.
c. Ballots will not be examined or counted until the latest point necessary to decide the election, or before deciding and publicly announcing how to resolve a problem or anomaly under sub-paragraph (b), unless examining or counting the ballots at an earlier point is necessary in order to fairly and impartially resolve the issue or conduct the election.
1. An election for a board-elected position must take place at a board meeting.
2. A director who holds a membership-elected position is eligible to vote to elect a board-elected position. However, in no case can a director cast a vote for themselves in any election for a board-elected position.
1. A director may be removed from a membership-elected position, with or without cause, by the affirmative vote of a majority of members casting a vote at a special meeting of the membership.
2. A director may be removed from a board-elected position, with or without cause, by a vote in which two-thirds of the total number of directors in office vote in favor of the removal, at a board meeting.
3. A director may be removed from a position by a vote in which a majority of the total number of directors in office vote in favor of the removal, at a board meeting. Such removal under this paragraph may only occur in recognition of a final outcome of an adjudication process as described in article 9, as the result of a finding by the process that:
a. The person is not meeting satisfactory performance or attendance requirements on an ongoing basis in their duties either as a member of the board, or as officer or managing director, evaluated relative to the typical performance of other directors, and also has not been reasonably responsive to specific performance feedback as discussed and agreed to by the board and delivered in writing to the person;
b. The person is found to have committed any serious act of misconduct in connection with the organization, including but not limited to an act of dishonesty, theft, misappropriation of organization property, serious violation of a code of conduct or organization rule, or any act injuring, abusing, or endangering others;
c. The person pled guilty or no contest to, or was convicted of, a felony, or to an offense involving violence to any person, without regard to any pending appeals, as long as the outcome is still in place; or
d. The person is found, by the organization’s internal fact-finding and/or review, without any requirement to rely on or agree with any finding or outcome of any judicial proceeding, to have carried out an unlawful action involving violence to any person; or
e. It is found that a conflict of interest is too great to co-exist with that person’s director position, despite mitigation options.
4. For a removal under paragraph 3:
a. Any facts in dispute that are relied on to meet the requirements of removal must be established by clear and convincing evidence by the adjudication process.
b. For sub-paragraphs 3.c and 3.d, the act of the director facing removal does not need to be connected with or related to the organization in order to meet a requirement for removal.
c. A removal under paragraph 3 may not occur if all of the facts that would satisfy the requirements for removal were known to the electing body at the time of that director’s most recent election, and there have since been no significant, material changes in known facts.
d. The board vote of removal may not occur more than 45 days after the final outcome of the adjudication process that would authorize it.
5. For votes of removal authorized by paragraphs 1 or 2, a removal action may specify the removal of more than one person to be voted on as one action.
6. Any action of the membership or of the board under this section that constitutes the final decision that causes a removal takes effect immediately upon passing.
1. A director may resign from office by delivering signed, written notice to the President, Secretary, or the entire board declaring the intent to resign as a director.
a. A resignation may specify a fixed date and time in the future at which it takes effect, but no further than 60 days in the future. A valid resignation that does not specify an effective date and time takes effect immediately upon delivery.
b. A resignation must be unconditional to be valid.
c. If the director holds more than one officer or managing director position, the resignation must specify which position(s) the director is resigning from.
2. Upon receipt of an attempted resignation, any receiving director must, if the resignation is invalid or ambiguous, immediately report to the delivering director the reason for the defect; or if the resignation is valid, immediately notify the entire board of the resignation.
3. A valid resignation, once delivered, cannot be revoked.
1. The board may approve of a leave of absence for a director, with the director’s consent, by a vote in which two-thirds of the total number of directors in office vote in favor of the action, at a board meeting.
1. The board may suspend a director from holding their associated officer or managing director position, with or without cause, by a vote in which two-thirds of the total number of directors in office vote in favor of the suspension, at a board meeting.
1. During a leave of absence or suspension:
a. The tie between the director position and the associated officer or managing director position is temporarily severed.
b. The affected director retains the full rights and privileges of the director position that relate to its status as a board member, including rights of notice, attendance, and voting at board meetings, and the director position’s term, tenure, process of election, and process of removal remain unchanged.
c. The associated officer or managing director position functions as an ordinary Kumoricon staff position, and may be vacant or filled by one or more persons other than the affected director.
2. The leave of absence or suspension lasts until whichever of the following occurs first:
a. The board ends it by the affirmative vote of a majority of directors in attendance at a board meeting, provided that the affected director is still in office; or
b. It is ended by the final outcome of an adjudication process as described in article 9, provided that the affected director is still in office; or
c. The director’s successor is elected.
3. When the leave of absence or suspension ends, if the associated officer or managing director position has been reassigned to one or more other persons, and if arrangements have not been separately specified for the end of such position, then the person(s) holding such position will assume the title of the position’s executive assistant, or the most similar such position.
1. The organization will establish a process by which decisions can be made regarding disciplinary action or restrictions against a member or director.
2. These bylaws do not impose a general requirement that this process must be used for all disciplinary actions or restrictions against a member, but policy passed by the board, other portions of these bylaws, or applicable law, may specify specific situations where it must be used.
3. Any change to the process made after the organization becomes aware of a specific incident cannot apply to the disadvantage of the affected respondent.
4. Once the board authorizes or assents to this process being used to decide a particular matter, then the process must be allowed to run to completion, and the decision of the process is the action of the organization with the same or greater weight as a decision of the board.
5. The process must:
a. Provide fair and reasonable notice to the respondent of the proceedings and the outcome, and accommodate reasonable scheduling requests;
b. Provide an opportunity to the respondent to present arguments and evidence in their defense;
c. Operate in a consistent manner over time, taking into account relevant circumstances;
d. Individually consider each case in a fair and reasonable manner, taking into account all of the relevant facts and circumstances, and not have a pre-ordained outcome.
The organization may authorize, either by policy or in specific instances, any director, staff member, or agent to enter into any contract or execute and deliver any instrument in the name and/or on behalf of the organization, which furthers the purpose of the organization, subject to appropriate oversight and controls, and subject to any other restrictions in these bylaws.
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 director or directors of the organization as may be specified by the board.
All funds of the organization shall be deposited to the credit of Altonimbus Entertainment in such banks, trust companies, or other depositories as the board may select.
The organization may accept any contribution or gift that furthers the purpose of the organization.
The organization may not loan money or property to, or guarantee the obligation of, any director or staff member in a transaction that personally benefits such person in more than an incidental manner.
In addition to additional or stricter requirements set forth by organization policy, any contract, transaction, or gift with a value of at least $10,000, or any monetary loan to or from the organization with a value of at least $1,000, must receive individual, prior approval from the board, in order to be enacted.
1. Any type of notice to a member or director must be sent via email, first class mail, or certified mail, unless the person entitled to notice opts in to a different method which is provided for the benefit or convenience of that person.
a. Notice sent via email is considered delivered when a proper delivery attempt is made to any of the email addresses listed within the person’s membership records.
b. Notice sent via first class mail or certified mail is considered delivered either upon actual delivery, or six days after the communication that contains the notice is deposited in the United States mail if it is correctly addressed with the mailing address listed within the person’s membership records and has proper postage affixed, whichever occurs first.
c. When notice relates to a matter concerning a particular person who is entitled to that notice, every reasonable effort must be made to ensure actual receipt of notice by that person.
2. A communication that contains a form of notice recognized by this organization must make the Nnotice prominent and clear, and it must be quickly evident upon cursory review that the communication contains such notice.
1. These bylaws or the articles of incorporation may be amended by both of the following, provided that they take place within 120 days of each other, in either order:
a. at a board meeting, the affirmative vote on the amendment of two-thirds of the total number of directors in office; and
b. at a meeting of the membership, the affirmative vote on the amendment of a majority of the members casting a vote.
2. The amendment procedure in paragraph 1 does not apply where a different requirement is specified elsewhere in these bylaws.
3. The board may change the principal office of the organization as an ordinary decision of the board, and this will result in amendment to section 2.B of these bylaws to reflect the changed principal address.
4. To the extent allowed by law, these bylaws hereby prohibit the option specified by ORS 65.241 (2), or elsewhere under applicable law, for the board, without required approval of the members, to amend these bylaws to decrease the quorum for any member action.
In cases other than dissolution, and in addition to any other provisions of these bylaws that may restrict or forgo such action, then any sale, transfer, lease, or license of any portion of assets that would cause Altonimbus Entertainment to effectively lose control of, or its controlling interest in, the Kumoricon event, or any sale, transfer, lease, or license of any intellectual property interest in the name “Kumoricon” that ties its identity to the Kumoricon event, may not occur until such transaction has been approved by majority vote of the members voting at a meeting of the membership and until such transaction has been approved by the board.
The organization may not be dissolved except upon either of the following:
1. A unanimous vote of the board at a board meeting at which notice of the dissolution action was delivered to the board, and at least six board members are voting; or
2. Both of the following, provided that they take place within 180 days of each other, in either order:
a. at a board meeting, the affirmative vote on the dissolution action of two-thirds of the total number of directors in office; and
b. at a meeting of the membership, the affirmative vote on the dissolution action of a majority of the members casting a vote.
Upon dissolution, organization assets shall first go toward satisfying debts owed to the creditors of the organization, if any. Any remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. The purpose of such distribution will be approved by both the membership and by the board in votes of each body. If such combined approval cannot be obtained after a reasonable, good faith effort, then the board shall select the exempt purpose by a vote in which two-thirds of the total directors in office cast votes in approval.
1. The founders of Altonimbus Entertainment are (in alphabetical order by last name): Duncan Barth, Sean Larson, Ryan Stasel, Tamara Stasel née Fuller, and Peter Verrey.
2. The board may consult with and include any founders on executive-level matters as it deems beneficial or desirable.