Kumoricon - Oregon's Anime Convention - Labor Day Weekend, Saturday-Monday - August 30-September 1, 2008
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Bylaws

Altonimbus Entertainment

An Oregon Non-Profit Mutual Benefit Corporation

By-Laws

Article 1: Statement of Purpose

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

Article 2: Organization and Structure

A. Name

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

B. Address

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

C. Founders

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

D. Board of Directors

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

E. Officers

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

F. Membership

There shall be a Membership of ALTONIMBUS ENTERTAINMENT, consisting of those qualified applicants as defined in Article 5 below.

Article 3: Board of Directors

A. Composition of the Board of Directors

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

B. Powers of the Board of Directors

1. The governing body of ALTONIMBUS ENTERTAINMENT shall be the Board of Directors (”Board”).
2. The Board shall have supervision, control and direction of the management, affairs and property of ALTONIMBUS ENTERTAINMENT.
3. The Board may adopt, by majority vote, such policies, rules and regulations for ALTONIMBUS ENTERTAINMENT as the Board shall deem necessary or desirable.
4. The Board may employ such persons, including but not limited to attorneys, trustees, agents and assistants, as in its judgment are necessary or desirable for the administration and management of ALTONIMBUS ENTERTAINMENT, and my pay reasonable compensation for the services performed and expenses incurred by any such persons.

C. Responsibilities of the Board of Directors

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

D. Tenure of the Board of Directors

1. Founding Directors. A Founding Director shall remain on the Board unless the Founding Director dies, resigns, or is removed as a Founding Director by amendment to these Bylaws.
2. Any other Director shall remain on the Board until the next annual meeting of the body which appointed the Director. This should be approximately one year.
3 A Director may be removed from office by the body which appointed or elected the Director (the membership or the board).
4. A Director may be elected to consecutive terms of office.
5. A Director may resign as a Director and Officer by delivering written notice to the Secretary or President. Resignation or removal as a Director shall automatically be a resignation as an officer as well.
6. A Director and Officer may be removed by the Board if elected by the Board and by the Membership if elected by the Membership. A membership elected director may be removed by a majority vote of the membership at a meeting where notice of the intention to remove the director is given. A Board elected director may be removed by a 2/3 vote of the Directors in office.

E. Conflict of Interest

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

Article 4: Officers

A. Designation of Officers

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

B. Election, Removal and Terms of Officers

1. Officers/Directors shall be elected by majority vote of the voting members of ALTONIMBUS ENTERTAINMENT or the Board as designated in these Bylaws. All officers shall be members of the Board of Directors.
2. Elections of Officers shall take place annually at an annual meeting to be called for that purpose. The annual meeting shall take place at a time and place set by the Board and shall normally be held in September or October.
3. Officers elected by the Board may be removed by a 2/3 majority vote of the Board of Directors in office at any Board Meeting. Officers elected by the membership may be removed by a majority of the membership attending a meeting where notice was given of the intention to remove the Officer. Removal of a Founding Director as an Officer shall not affect the Founding Director’s position on the Board of Directors as a Founding Director.
4. When there is a vacancy in any Office, a special election shall be held to fill that Office. The Office shall be filled by the body which initially elected the Officer.
5. Unless removed, each Officer shall serve a term beginning with his election and termination at the election of new Officers. Election by the board shall commence after the annual election by the membership within a 30 day time-span.
6. Officers elected by the membership: President/Chair of Kumoricon, Director of Programming, Director of Relations, Director of Operations, Director of Publicity.
7. Officers elected by the Board: Vice President, Treasurer, Facilities Liaison, Secretary.
8. An Officer may resign as a Director and Officer by delivering written notice to the Secretary or President. Resignation or removal as an Officer shall automatically be a resignation as a Director as well.

C. Duties of the President

The duties of the President shall be to:
1. Preside at all meetings of the organization;
2. Call the annual ALTONIMBUS ENTERTAINMENT Board Meeting;
3. Call meetings for the election of officers;
4. Have general supervision of the affairs of the organization;
5. To personally represent the organization on proper occasions and in business contacts;
6. Appoint any person or committee not otherwise ordered by the organization;
7. Assist all other officers of the organization in their records, correspondence and other organization duties.

D. Duties of the Vice President

The duties of the Vice President shall be to:
1. Assist the President with all organization, business and management.
2. Perform the duties of the President in her/his absence.

E. Duties of the Secretary

The duties of the Secretary shall be to:
1. Keep a record of the minutes of each Director and Membership meeting and;
2. Handle all organization correspondence.
3. Give notices for Membership and Board meetings.
4. Maintain records of member names and addresses.
5. Authenticate records of the corporation

F. Duties of the Treasurer

The duties of the Treasurer shall be to:
1. Collect dues of all members;
2. Maintain organization financial records and deliver financial reports to the organization quarterly or when requested by the board;
3. Maintain organization banking and bank account.

G. Status of Founding Directors

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

H. Officers of Events

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

I. Officers of Kumoricon

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

1. Director of Programming
2. Director of Relations
3. Director of Operations
4. Director of Publicity
5. Facilities Liaison

J. STANDARDS OF CONDUCT FOR OFFICERS

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

Article 5: Membership

A. Minimum Qualifications for Membership

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

B. Levels of Membership

There shall be two levels of membership based upon the roles that a member wishes to take in the organization.
I. Voting Members – Voting members shall be members that are willing to volunteer time to staff the events of the organization at a level determined by the Board of Directors. This involves both a pre-event, and during-event commitment. A Voting Member who does not meet the volunteer requirements of the organization or does not pay dues as required shall be terminated and shall not be entitled to vote at membership meetings.
II. Non-Voting Members – Non-Voting shall be all other members that wish to a support the organization and show their support organization by attending events sponsored by the organization and paying dues as required.

C. Dues

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

D. Termination or Limitation on Membership

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

E. Meetings and Notice

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

Article 6: Contracts, Checks, Deposits and Funds

A. Contracts

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

B. Financial Instruments

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

C. Deposits

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

D. Gifts

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

Article 7: Board Meetings, Voting and Quorum

A. Meetings of the Board of Directors

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

B. Other Meetings

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

C. Voting

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

D. Quorum

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

E. NOTICE OF MEETINGS

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

Article 8: AMENDMENTS AND DISSOLUTION

A: Amendments

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

B. Dissolution on vote of Board of Directors

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

C. Distribution of Assets Upon Dissolution

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


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