These Sample by-laws can be adapted for use by Costume-Con conference committees, or can be replaced entirely if a different structure suits the committee, but at no time should the by-laws act at cross-purposes with the Costume-Con ConStitution. Other acceptable forms of organization include, but are not limited to affiliating with an existing organization, running as a benign dictatorship with the Chair making all the decisions (including appointments and firings), and so on.
Please feel free to adapt and amend the sections below at will, to serve your purposes.
By-Laws of Costume-Con Conference X
(As adopted DATE, revised DATE)
Section 1 Official Address
The Official address of Costume-Con Conference X is:
Section 2 Governing Body
The governing body of the organization known as Costume-Con X, also known as Conference Committee, hereafter called the Con Com, shall be loosely formed by a group of individuals not affiliated with any organization. The members of the Con Com, by their affiliation with the Costume-Con X conference, agree to uphold and maintain the Costume-Con ConStitution in its present state, including any and all amendments added to or subtracted from it.
Section 3.0 Conference Chair and Treasurer
The Con Com shall appoint one or more individuals to the role of Conference Chair, hereafter called Con Chair, which may be a shared position. This position shall remain active until such time as the financial books of the Costume-Con Conference are closed, or until the individual or individuals are removed from office (as stated in Section 10 below), retire or resign.
The Con Com shall also appoint one individual to the position of Treasurer. This position shall be held as active until such time as the financial books of the Costume-Con Conference are closed, or until the individual or individuals are removed from office (as stated in Section 10 below), retire or resign.
Section 3.1 Officers
In addition, the Con Com may appoint a Vice-Chair and Secretary at the discretion of the Con Com. The Con Com may also choose additional Vice Chairs, Secretaries, Assistant Secretaries or Assistant Treasurers at the discretion of the Con Com. The same person may hold any two or more offices, except those of Con Chair and Treasurer, but no Officer shall execute, acknowledge, or verify any instrument in more than one capacity. To become an Officer of the Organization, a member must be at least eighteen (18) years of age. The Officers of the Organization shall hold office from the date of their appointment until the conclusion of the Costume-Con Conference, with the exception of the Con Chair and Treasurer as stated in Section 3.0.
Section 4 Authority of the Conference Chair
The Con Chair is authorized to prescribe such rules and regulations for the running of the Costume-Con Conference as it determines to be in the best interests of the Organization. Acceptance of these rules and regulations shall be by consent of a majority of the Con Com.
Section 5 Membership in the Con Com
Con Chairs, Officers and members of the Con Com shall not receive any stated salary for their services to the Organization. All members of the Con Com shall be expected to pay $X for their memberships in the Costume-Con Conference, which may be reimbursed after the conclusion of the Conference if the Conference shows a profit.
In addition to the duties prescribed in these By-Laws, each member of the Con Com shall have any additional duties, not inconsistent with these By-Laws, that the Costume-Con ConStitution may prescribe.
Section 6 Meetings of the Con Com
All meetings of the Con Com shall be held at such place as the Con Chair and Con Com may fix or determine from time to time. One or more persons may attend by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting may communicate with each other. Members of the Con Com who are unable to attend meetings for whatever reason may provide the Con Chair with written reports, in either electronic format or hard copy at the discretion of the Con Chair. The Con Com shall conduct such business as may properly be brought before the meeting and they shall receive the Con Chair’s report, and the Treasurer’s report. All members of the Con Com shall be accorded the right to vote at meetings.
Section 7 Notice of Meetings
The Con Chair shall cause notification of a meeting to occur no less than twenty-one (21) days prior to the day of the meeting. Notification shall be served on or mailed by the following methods: postage pre-paid, electronic format (email) or telephone, to each member of the Con Com. The notice shall specify the place, date, and hour of the meeting and the general nature of the business to be conducted at it. Notice to each member shall have been deemed to be received if such notice is served on or mailed to the address of record for the member.
Section 8 Quorum
At all meetings of the members, a quorum shall consist of all members present or represented by proxy.
Section 9 Voting and Proxies
A member of the Con Com may vote, in person or by proxy, at any meeting of the Con Com. Each member shall be entitled to cast one vote on all matters that are subject to a vote of the membership. Every proxy must be dated and signed by the member or by such member’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the day it is executed, unless the text of the proxy provides otherwise. The member executing a proxy may revoke it at any time, except where an irrevocable proxy is permitted by law and the proxy affirmatively states that it is to be irrevocable.
Section 10 Removal of Con Com Members
Any member of the Con Com (including the Con Chair and/or Treasurer) may be removed with cause, at any time, by a 2/3 majority vote of all the members of the Con Com. Any member of the Con Com may resign from the Con Com at any time. Such resignation shall be made in writing and delivered to the Con Chair or the Con Com of the Organization. Unless otherwise specified in such notice, a resignation shall take effect immediately upon its tender to the Con Chair or Con Com of the Organization. In the event of the resignation or removal of the Con Chair and/or Treasurer, the Con Com shall select a replacement.
Section 11 Actions of the Con Com
The Con Com may exercise all such powers of the Organization and do all such lawful acts and things as statute, the Costume-Con ConStitution, or these by-laws do not direct or require be exercised or done by the members of the Organization.
Section 12 Duties
Section 12.1 The Conference Chair
The Con Chair shall be the chief executive officer of the Organization, shall preside at all meetings of the Con Com, shall have day-to-day general and active management powers over the business of the Organization, and shall see that all orders and resolutions of the Con Com are carried into effect.
The Con Chair shall have authority to sign and execute, in the name of the Organization, all authorized deeds, mortgages, bonds, contracts, or other instruments. The Con Chair shall annually prepare a full and true statement of the affairs of the Organization, including a Balance Sheet and Operating Statement, to deliver to the Con Com.
Section 12.2 Treasurer and Assistant Treasurers
The Treasurer shall have the custody of the corporate funds and receipts, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Organization, and shall deposit all monies and other valuable effects in the name and to the credit of the Organization in such depositories as the Con Com may designate.
The Treasurer shall disburse the funds of the Organization as the Con Com may order, taking proper vouchers for such disbursements, and shall render to the Con Chair and the Con Com, at its regular meetings or when the Con Com so requires, an account of all the Treasurer’s transactions and of the financial condition of the Organization.
If the Con Com so requires, the Treasurer shall give the Organization a bond, in such sum and with such surety or sureties as shall be satisfactory to the Con Com, for faithfully performing the duties of the Treasurer’s office and for restoring to the Organization, in case of the Treasurer’s death, resignation, retirement, or removal from office, all the Organization’s books, papers, vouchers, money, and other property in the Treasurer’s possession or under the Treasurer’s control.
The Treasurer may sign, with the Con Chair’s prior authorization, any instruments and/or deeds of conveyance of the Organization for any expenditure, and the Treasurer may sign other instruments and/or deeds of conveyance of the Organization provided that the Con Chair or another officer endorse a copy of each instrument or deed of conveyance. In general, the Treasurer also shall perform all the duties ordinarily performed by a treasurer of a corporation, and such other duties as the Con Com or the Con Chair may assign.
The Assistant Treasurer or, if there are more than one, the Assistant Treasurers, in the order determined by the Con Com, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the Con Com or the Con Chair may prescribe from time to time.
Section 12.3 Vice-Chairs
The Vice-Chair, or if there are more than one, the Vice-Chairs, shall, in the order determined by the Con Com, perform the duties and exercise the powers of the Con Chair in the Con Chair’s absence or disability, and shall perform such other duties and have such other powers as the Con Com may prescribe from time to time.
Section 12.4 Secretary and Assistant Secretaries
The Secretary shall attend all meetings of the Con Com and record all the proceedings of the meetings of the Organization in a book to be kept for that purpose. In the absence of the Secretary at any meeting, the Con Chair may designate an alternate to serve as Secretary for that meeting.
The Secretary shall give or cause to be given notice of all meetings of the Con Com. The Secretary shall keep in safe custody the records of the Organization.
The Secretary may sign, with the Con Chair or a Vice-Chair, any instruments and/or deeds of conveyance of the Organization. In general, the Secretary shall perform all duties ordinarily performed by a recording secretary and/or corresponding secretary of a corporation and such other duties as the Con Com or the Con Chair, subject to the Con Com’s control, may assign from time to time.
The Assistant Secretary or, if there are more than one, the Assistant Secretaries shall, in the order determined by the Con Com, perform the duties and exercise the powers of the Secretary in the absence of the Secretary, and shall perform such other duties and have such other powers as the Con Com may prescribe from time to time.
Section 13 Fiscal Year
The fiscal year of the Organization shall begin on the first day of January in each calendar year and end on the last day of December of each calendar year.
Section 14 Amendments
A majority vote of all of the members of the Con Com may alter, amend, repeal, or add to these by-laws, provided that a written notice has been sent to each member at least forty-five (45) days before the start of the meeting at which such actions will be considered. The notice shall state the alterations, amendments, additions, or changes that are proposed. This notice may be waived in accordance with these by-laws.
Section 15 Waiver of Notice
Wherever these by-laws or any statute entitle every member of the Con Com to notice of any meeting of the Con Com, respectively, the meeting may be held without giving such notice, if seventy-five percent (75 %) of all the members of the Con Com waives, in writing, that respective requirement. Such written waiver may be executed in one or more counterparts so long as the requirements for a three-quarters majority vote of all the members have been complied with.