Renegade Bookbinding Guild Bylaws
Bylaws
of
Renegade Bookbinding Guild
a Texas Nonprofit Corporation
Article 1
Offices and Registered Agent
Section 1. Principal Office
The principal office of the corporation is located in _________________ County, State of _________________.
Section 2. Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
New Address: _________________
_________________
Dated: _________________, 20__
New Address: _________________
_________________
Dated: _________________, 20__
New Address: _________________
_________________
Dated: _________________, 20__
Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Section 4. Registered Agent
The corporation shall have and continuously maintain in the State of Texas a registered agent whose office is the corporation’s registered office, as required by the Texas Business Organizations Code.
a. Acceptance of Appointment. The registered agent shall provide written Consent to Serve as registered agent pursuant to Texas Business Organizations Code §5.201(b). The written consent shall be maintained in the records of the corporation.
b. Registered Office. The registered office may, but need not, be identical to the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the board in accordance with applicable law.
Article 2
Nonprofit Purposes
Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be:
To freely educate and provide resources for the practice of bookbinding, particularly as it pertains to the bookbinding of fanfiction.
To sponsor and organize community and educational events related to bookbinding, book repair and conservation, and the book crafting arts.
To educate the public about the importance of fanfiction as a literary genre through book creation and public speaking.
To curate a repository of educational and cultural works related to bookbinding, with a focus on fanbinding.
Article 3
Board of Directors
Section 1. Number
The corporation shall have seven (7) directors and collectively they shall be known as the board of directors.
Section 2. Qualifications
Any member of the Renegade Bookbinding Guild in good standing, with a minimum of 1 year of volunteer experience with Renegade Bookbinding Guild may serve as officer of this corporation.
Additional qualification required are as follows:
Treasurer position: treasurers must be a United States resident.
In the event the president is not a United States citizen, a second signatory will be chosen by the president from the other officers. The second signatory must also be a United States citizen.
The president and volunteer director positions must have 1 year experience as a Renegade Bookbinding Guild volunteer team lead.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.
Section 4. Election and Terms of Office
Directors shall be elected by the Renegade Bookbinding Guild Voting Membership. Voting for the election of directors shall be by electronic form. Each voting member shall cast one vote per board position. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. Elections for board positions will be held every other year.
The first board of directors of the corporation shall consist of those persons named in the Certificate of Formation. Such persons shall hold office until the first election of directors. Thereafter, at the last annual meeting of the board of directors, directors shall be elected, directors shall be elected so that the terms of approximately one-half of the directors shall expire in alternate years. Directors may serve consecutive terms.
The first president shall hold office for a period of three (3) years and until a successor is elected and qualifies. All subsequent presidents will serve one (1) year as president-elect and two (2) years as president. All presidents shall serve until a successor is elected and qualifies.
The first treasurer shall hold office for a period of three (3) years and until a successor is elected and qualifies. All subsequent treasurers will serve one (1) year as treasurer-elect and two (2) years as treasurer. All treasurers shall serve until a successor is elected and qualifies.
The first volunteer director shall hold office for a period of three (3) years and until a successor is elected and qualifies. All subsequent volunteer directors will serve one (1) year as volunteer director-elect and two (2) years as volunteer director. All volunteer directors shall serve until a successor is elected and qualifies.
The vice president, secretary, public relations director, and the community director shall hold office for a period of two (2) years and until a successor is elected and qualifies.
A director elected to fill a vacancy shall be appointed for the unexpired term of the predecessor in office and until a successor is elected and qualifies.
Section 5. Duties of the Board
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
c. Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these bylaws;
e. Register their addresses with the secretary of the corporation, and notices of meetings sent electronically to them at such addresses shall be valid notices thereof.
Section 6. Duties of President
The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the officers. They shall perform all duties incident to their office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. The president shall preside at all meetings of the board of directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, they shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the board of directors. Specifically, but not limited to, the president shall also:
Structure and publish annually the intended direction and priorities of the Renegade Bookbinding Guild (strategic plan) for the long and short term.
Communicate to the Renegade Bookbinding Guild annually the current status of past priorities and efforts (performance review).
Coordinate joint efforts between other members of the board.
Work with the secretary to prepare meeting agendas.
Ensure facilitation of board meetings.
Arrange for or take part in new board member orientations.
Serve as the nonprofit’s spokesperson as needed.
Take the lead in the annual board member self-evaluation process.
Help guide and mediate board actions with respect to organizational priorities and governance concerns.
Ensure that timelines are met and that parties are accountable to their responsibilities within the strategic plan.
Communicate as needed with directors and officers to ensure that action items are met and that activities are in-line with the mission and vision of the guild.
Charge teams and officers with work as it relates to the strategic plan.
Serve as the de facto second signatory for the Renegade Bookbinding Guild’s funds and securities unless a non-United States citizen.
Section 7. Duties of President Elect
The president elect shall serve one year prior to becoming president of the board. This time is designed for them to familiarize themselves with the expected duties and responsibilities of the role of president. They shall be a non-voting member during the elect year insofar as they are acting in the role of president elect.
Should the current president be re-elected to serve as president for a concurrent term they shall forgo the role of president elect and become president immediately following the end of their current term.
Attend all board meetings in the elect year.
Meet separately with the current president quarterly to review duties and action items.
In the absence of the president, or in the event of their inability or refusal to act, the president elect shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president.
Section 8. Duties of Vice President
The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors. Specifically, but not limited to, the vice president shall:
Communicate with and oversee the Events teams process and progress.
Accept and process new events proposals.
Accept and process event joint efforts with the resources and social media teams and their respective board members.
Ensure facilitation of the Renegade Bookbinding Guild Events yearly calendar.
Report to the board on the Events team status.
Section 9. Duties of Secretary
The secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the board of directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of secretary. Specifically, but not limited to, the secretary shall:
Certify and keep on both the Renegade Bookbinding Guild’s cloud drive and a physical backup hard drive the original, or a copy, of these bylaws as amended or otherwise altered to date.
Keep a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and method of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
Ensure that the minutes of meetings of the corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this corporation. “Contemporaneously” in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this corporation by the later of (i) the next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (ii) sixty (60) days after the date of the meeting or written consent.
See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
Keep a membership book containing the name and contact address of each and any members, and, in the case where any membership has been terminated, they shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to their agent or attorney, on request therefore, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
Communicate and oversee the efforts of the Resources team, in conjunction with the Volunteer Director; including specifically the Historian team, Translations team, and AO3 team.
Accept and process joint efforts with the events and social media teams and their respective board members.
Ensure statistics and records of Renegade Bookbinding Guild Events are accurately recorded and preserved.
Document the voting records of each director and voting member in all proceedings as required by law.
In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to them from time to time by the board of directors.
Section 10. Duties of Treasurer
The treasurer shall have access to records of all receipts, disbursements, assets, and liabilities of the corporation. The treasurer shall report to the board the condition of such records and financial status of the corporation. Specifically, but not limited to, the treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to their agent or attorney, on request therefore.
Render to the president and directors, whenever requested, an account of any or all of their transactions as treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
Facilitate and oversee the Renegade Bookbinding Guild Merchandise team.
Accept and process event joint efforts with the events teams and their respective board members.
Accept and process new project and outreach proposals.
In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to the treasurer from time to time by the board of directors.
Section 11. Duties of Treasurer elect
The treasurer elect shall serve one year prior to becoming treasurer. This time is designed for them to familiarize themselves with the expected duties and responsibilities of the role of treasurer. They shall be a non-voting member during the elect year insofar as they are acting in the role of treasurer elect.
Should the current treasurer be re-elected to serve as treasurer for a concurrent term they shall forgo the role of treasurer elect and become treasurer immediately following the end of their current term.
Attend all board meetings in the elect year.
Meet separately with the current treasurer quarterly to review duties and action items.
In the absence of the treasurer, or in the event of their inability or refusal to act, the treasurer elect shall perform all the duties of the treasurer, and when so acting shall have all the powers of, and be subject to all the restrictions on, the treasurer.
Section 12. Duties of Public Affairs Director
The public affairs director is responsible for establishing and executing strategies relating to the corporation’s relationships with the public. Specifically, but not limited to, the public affairs director shall:
Develop Renegade Bookbinding Guild’s social media guidelines and policies.
Oversee all Renegade Bookbinding Guild’s social media managers.
Accept and process social media joint efforts with the resources and events teams and their respective board members.
Craft and approve official public statements for the Renegade Bookbinding Guild, including those made by other board members and volunteers.
Field communications on behalf of Renegade Bookbinding Guild, including but not limited to press inquiries, questions received to the official Renegade Bookbinding Guild channels, etc.
Section 13. Duties of Volunteer Director
The volunteer director is responsible for the overall organization and oversight of volunteers. Specifically, but not limited to, the volunteer director shall:
Actively recruits new board members, officers, and volunteers, and helps to retain current members.
Manages and maintains volunteer agreements, privacy policies. and liability forms.
Helps the president to develop and implement officer transition plans.
Organizes and develops the growth and structure of the Renegade Bookbinding Guild’s volunteer body.
Mediate conflict between volunteers and refer volunteers to a misconduct review board if required.
Develops and implements Equal Opportunity, Anti-Discrimination, and Anti-Harassment policies for the Renegade Bookbinding Guild volunteers.
Develop and uphold volunteer standards of conduct.
Communicate and oversee the efforts of the Resources team, in conjunction with the Secretary; including specifically the Resource Organizers and Graphics team.
Accept and process joint efforts with the events and resources teams and their respective board members.
Maintain yearly website maintenance & Renegade Bookbinding Guild’s physical archiving to an organizational hard drive.
Section 14. Duties of Volunteer Director elect
The volunteer director elect shall serve one year prior to becoming the volunteer director. This time is designed for them to familiarize themselves with the expected duties and responsibilities of the role of volunteer director. They shall be a non-voting member during the elect year insofar as they are acting in the role of volunteer director elect.
Should the current volunteer director be re-elected to serve as volunteer director for a concurrent term they shall forgo the role of volunteer director elect and become volunteer director immediately following the end of their current term.
Attend all board meetings in the elect year.
Meet separately with the current volunteer director quarterly to review duties and action items.
In the absence of the volunteer director, or in the event of their inability or refusal to act, the volunteer director elect shall perform all the duties of the volunteer director, and when so acting shall have all the powers of, and be subject to all the restrictions on, the volunteer director.
Section 15. Duties of the Community Director
The community director is responsible for establishing and executing strategies relating to the corporation’s relationships with the Renegade Bookbinding Guild community members. Specifically, but not limited to, the community director shall:
Maintain and propose updates on membership misconduct review policies.
Determine members for a misconduct review board (MRB) should a code of conduct violation be reported and ensure they are informed of the duties expected in their time on the MRB.
Liaise the determination of action from the MRB to the board of directors, ensuring that the secretary is aware if a member has been determined to be removed.
Serve as the main point of contact for matters pertaining to the guild’s interaction with the Renegade Bindery discord server.
Maintain and propose updates to guild membership policies.
Process membership requests at least once monthly, ensure that newly approved members have been added to the Renegade Bookbinding Guild website and that the main discord moderators and secretary of the Renegade Bookbinding Guild have been notified so they can update their respective records.
Track membership expiration dates and reach out to members at least 30 days prior to their membership expiration to remind them about renewing. Inform main discord moderators and secretary of the Renegade Bookbinding Guild of any members’ who have lapsed so they may be removed from the respective lists.
Serve as the main point of contact for membership questions and concerns.
Section 16. Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors for travel undertaken on behalf of the organization, which could not be delegated to another member and was not optional. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 8 of these bylaws.
Section 17. Vacancies
Vacancies on the board of directors shall exist (i) on the death, resignation, or removal of any director, and (ii) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, by a majority vote of the board, as permitted by and in accordance with the laws of this state. Directors may be removed from office if they are found to be in violation of the Renegade Bookbinding Guild’s code of conduct, by a conduct review board, and are unwilling or unable to change their practices to no longer be in violation of the code.
If a director fails to attend three consecutive meetings of the board, the board shall evaluate the director’s contribution to the work of the corporation, the reasons for not attending the meetings, as well as any other relevant factors, and if it appears to be in the best interest of the corporation, may declare the position vacant.
Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. A vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until their death, resignation, or removal from office.
Section 18. Place of Meetings
Meetings shall be held virtually through an approved video conferencing platform unless otherwise provided by the board or at such place as may be designated from time to time by resolution of the board of directors.
Section 19. Regular Meetings
Regular meetings of directors shall be held quarterly, the exact dates and time of which will be set annually in the 3rd Quarter meeting of the previous year and published for notice on the Renegade Bookbinding Guild’s website.
Section 20. Special Meetings
Special meetings of the board of directors may be called by the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. The notice of any special meeting shall state the date, time, and method of such meeting. Such meetings shall be held virtually through an approved video conferencing platform.
Section 21. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
a. Regular Meetings. No notice need be given of any regular meeting of the board of directors.
b. Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by announcement in the board of director’s channel of discord, by electronic mail, or by direct digital message and shall state the place, date, method, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of electronic mail or direct digital message the director to be contacted shall acknowledge personal receipt of the message by a return message within twenty-four business hours of the first digital transmission.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 22. Quorum for Meetings
A quorum shall consist of five (5) of the members of the board of directors.
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion that the chair shall entertain at such meeting is a motion to adjourn.
Section 23. Majority Action as Board Action
Every act or decision done or made by a simple majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 24. Conduct of Meetings
Meetings of the board of directors shall be presided over by the president of the corporation, or in their absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in their absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by such procedures as may be approved from time to time by the board of directors, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.
Section 25. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 26. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state, except (i) when the person failed to act in good faith and for a purpose which said person reasonably believed to be in the best interests of the corporation, (ii) in the case of a criminal proceeding, the person had no reasonable cause to believe that said person’s conduct was lawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty
Section 27. Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
Article 4
Committees
Section 1. Executive Committee
The board of directors may, by a majority vote of its members, designate an Executive Committee consisting of five board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease (but not below three [3]) the number of the members of the executive committee, and fill vacancies on the executive committee from the members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Committee in these bylaws are defined as any team, group, council, or other such meeting of members of the guild doing business under the direction of the board of directors with the full scope of authority designated in policy adopted by the board.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.
Article 5
Financial Administration
Section 1. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
Section 5. Reimbursement
Requests for reimbursement by any member of the board of directors, officer, or agent must be submitted within ninety (90) days of the date the expense is incurred. The request for reimbursement must be accompanied by receipts and any other supporting documents matching the amount requested for reimbursement.
Section 6. Financial Statements
Complete financial statements of the previous calendar year prepared by the treasurer in conformity with generally accepted accounting principles and as required by the laws of this state and the IRS shall be presented to and reviewed by the board every year at the first quarterly meeting.
Financial statements shall include: (i) significant categories of contributions and other income; (ii) expenses reported in categories corresponding to the description of major programs and activities contained in the corporation’s annual report, solicitations, and other informational materials; (iii) a detailed schedule of expenses by natural classification (e.g., salaries, employee benefits, occupancy, postage, etc.), representing the natural expenses incurred for each major program and supporting activity; (iv) accurate presentation of all fund-raising and administrative costs; and (v) total costs and the basis for allocating any fund-raising or other expenses associated with multi-purpose activities (e.g., fundraising combined with social advocacy or public education campaigns).
Section 7. Annual Budget
The board shall adopt an annual budget, which specifies major expenditures by type and amount. The budget shall be available to members for inspection.
Article 6
Corporate Records and Reports
Section 1. Maintenance of Corporate Records
The corporation shall keep in the Renegade Bookbinding Guild’s cloud based storage server:
a. Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
c. A record of its members, if any, indicating their names and contact addresses and, if applicable, the class of membership held by each member, the voting record of each member, and the termination date of any membership;
d. A copy of the corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. Directors’ Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical and digital properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 3. Members’ Inspection Rights
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
a. To inspect and copy the record of all members’ names, and voting rights, at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law. The corporation may charge a reasonable fee for preparing a copy of a record or report.
Section 4. Right to Copy and Make Extracts
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 5. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
Article 7
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation (1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; (2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and (5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Article 8
Conflict of Interest and
Compensation Approval Policies
Section 1. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;
2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Conflict of Interest Avoidance Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
a. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;
b. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
1. is not the person who is the subject of the compensation arrangement, or a family member of such person;
2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;
3. does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;
4. has no material financial interest affected by the compensation arrangement; and
5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
c. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources;
2. the availability of similar services in the geographic area of this organization;
3. current compensation surveys compiled by independent firms;
4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
d. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
1. the terms of the compensation arrangement and the date it was approved;
2. the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;
3. the comparability data obtained and relied upon and how the data was obtained;
4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;
5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;
6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement);
7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
Section 6. Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement that affirms such person:
a. has received a copy of the conflicts of interest policy;
b. has read and understands the policy;
c. has agreed to comply with the policy; and
d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article 9
Amendment of Bylaws
Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.
Article 10
Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
Membership Provisions
of the Bylaws of
Renegade Bookbinding Guild
Article 11
Members
Section 1. Determination and Rights of Members
Except as expressly provided in or authorized by the articles of incorporation, the bylaws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions, and conditions.
Section 2. Qualifications of Members
The qualifications for membership in this corporation are as follows:
Be at least 18 years of age at the time of application
Annual agreement to the Renegade Bookbinding Guild’s Code of Conduct.
Payment of yearly dues.
Section 3. Admission of Members
Applicants shall be admitted to membership once a month.
Section 4. Fees and Dues
(a) The following fee shall be charged for making application for membership in the corporation: $0.
(b) The annual dues payable to the corporation by members shall be $10; non-US residents may request to pay a purchase power parity (PPP, as set by the Organization for Economic Cooperation and Development annually) adjusted amount in their local currency. This amount shall stand unless changed by a majority vote of the members, such potential changes may only be proposed and voted upon once per year. Dues are based upon the date of acceptance into the guild, not upon the calendar year.
Section 5. Number of Members
There is no limit on the number of members the corporation may admit.
Section 6. Membership Book
The corporation shall keep a membership book containing the name and contact address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept on the Renegade Bookbinding Guild’s cloud based drive as well as on a hard drive held by the secretary.
Section 7. Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 8. Nontransferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
Section 9. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
1. Upon the member’s notice of such termination delivered to the president or secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
2. If this corporation has provided for the payment of dues by members, upon a failure to renew the membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the board of directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation or in violation of the Renegade Bookbinding Guild’s Code of Conduct. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.
All rights of a member in the corporation shall cease on termination of membership as herein provided.
Article 12
Meetings of Members
Section 1. Place of Meetings
Meetings shall be held virtually through an approved video conferencing platform unless otherwise provided by the board or at such place as may be designated from time to time by resolution of the board of directors.
Section 2. Regular Meetings
A regular meeting of members shall be held annually in the 4th quarter of the fiscal year, the exact date will be determined by the secretary and community director.
The meeting will include:
Update on Renegade Bookbinding Guild proceedings from the president
Update on Renegade Bookbinding Guild events from the vice president
Update on membership and bylaws from the secretary
Update on guild finances from the treasurer
Announcement of next term elected board members (in election years only)
Allowing for open comments and questions from current Renegade Bookbinding Guild members
Section 3. Special Meetings of Members
Special meetings of the members shall be called by the board of directors.
Section 4. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than twenty (20) nor more than fifty (50) days before the date of the meeting, via electronic mail to the contact address listed for a member.
Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 5. Quorum for voting on matters
A quorum shall consist of 10% of the voting members of the corporation.
Any matter put to vote must show that a quorum of voting members has been achieved for the results of the vote to be taken to action. Should a quorum not be achieved at the first attempt of an item put to vote, it shall be announced to all voting members that the initial vote did not achieve quorum and a second vote must be taken. Should the second attempt fail the matter will be shelved until the next board meeting at which the board will review and decide if they wish to alter the item and re-present the request to the members at a later date.
Section 6. Majority Action as Membership Action
Every act or decision done or made by a majority of voting members who have voted on a matter at which a quorum has been achieved is the act of the members, unless the articles of incorporation, these bylaws, or provisions of law require a greater number.
Section 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting will take place electronically via an online form which will be open to members for a minimum of fourteen (14) days.
Section 8. Action by Written Ballot
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, any action that may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:
1. set forth the proposed action;
2. provide an opportunity to specify approval or disapproval of each proposal;
3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.
Ballots shall be completed electronically, by completing the electronic ballot form that the member receives as a direct link.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required, and the number of approvals equals or exceeds the number of votes that would be required to approve the action.
Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are delivered.
Section 9. Conduct of Meetings
Meetings of members shall be presided over by the president of the corporation or, in their absence, by the president elect or, in the absence of all of these persons, by a chairperson chosen by a majority of the voting members present at the meeting. The secretary of the corporation shall act as secretary of all meetings of members, provided that, in their absence, the presiding officer shall appoint another person to act as secretary of the meeting.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of _________________ preceding pages, as the bylaws of this corporation.
Dated: _________________
These bylaws drafted 2024 by the 501st Volunteer team.