BYLAWS OF MINDBRIDGE FOUNDATION
First Written: 13 July 1998
Rewritten: 7 January 2009
Amended: 23 May 2009
Article I - NAME AND PURPOSE
Section 1 – Name
The Name of the organization shall be Mindbridge Foundation, hereafter referred to as Mindbridge. It shall be a Not-For-Profit Organization incorporated under the laws of the State of Iowa
Section 2 – Purpose
Mindbridge is a not-for-profit corporation organized to provide social venues and a social outlet for people interested in Science-Fiction, Fantasy, Nongambling Gaming, Anime, and related subjects in eastern Iowa.
Mindbridge does this in many ways, including but not limited to:
- providing central communication for fans
- sponsoring local conventions
- volunteer support
- convention registration
- accounting services
- organizing author signings
- discussion groups
Section 3 – Fiscal Year
The fiscal year shall be determined by the Board of Directors. The current Fiscal Year is from April 1 to March 31 of the following year.
Section 4 – Corporate Seal
The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation, and the words “Corporate Seal Mindbridge Foundation”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
Section 5 – Offices
The principal office of the corporation shall be in the city of Iowa City, Johnson County, Iowa. The registered office of the corporation shall be established and maintained at 308 E. Burlington, PMB #300, Iowa City, Iowa 52240. The corporation may also have offices at such other places within or without the state of Iowa as the Board of Directors may from time to time determine or the activities of the corporation may require.
Section 6 – Execution of Corporate Instruments
All checks, drafts, orders for the payment of money or other instruments of indebtedness issued in the name of the corporation shall be signed by an officer or designated agents of the corporation. These instruments will be issued in accordance to the Mindbridge Foundation Cash Policy document published by resolution of the Board of Directors.
Article II - MEMBERSHIP
Section 1 – Eligibility
In order to be eligible to apply for membership as a Voting Member, an individual must meet these requirements:
- Must be a living human of at least 18 years of age OR at least 12 years of age with written permission from a parent or legal guardian
- Must have attended the last two membership meetings
- Must have registered for or officially attended at least one corporate event in this or the previous fiscal year. If no corporate event took place within that time, this requirement is waived. A corporate event will be labeled as such by the Board of Directors, and will include all established ongoing projects.
- An Individual may apply for membership without meeting the above criteria by asking for a specific dispensation from the Board of Directors.
Section 2 – Application Requirements
At the membership meeting where a person becomes eligible for membership, they may apply to be recognized as a Voting Member of Mindbridge. The application is then resolved by simple majority of an open ballot.
Section 3 – Loss of Status
Subsection A: Voting Members
In order to retain voting membership to the corporation individuals must meet two of these criteria:
- Be a project executive for an ongoing project enumerated in article 5 section 6 of this document.
- Must have attended one of the membership body meetings that occurred in the last three months that proper notice was given for.
- Must have registered for or officially attended at least one corporate event in this or the previous fiscal year. If no corporate event took place within that time, this requirement is waived. A corporate event will be labeled as such by the Board of Directors, and will include all special events (except meetings).
Failure to meet these criteria means that an individual becomes a Non Voting Member.
Subsection B: Non Voting Members
In order to retain membership in Mindbridge after becoming a Non Voting Member an individual must petition in writing or in person at a membership meeting within 6 months of becoming a Non Voting Member to reinstate their Voting member status. Failure to do so results in the removal of all benefits of Mindbridge membership and their name shall be struck from the rolls of membership.
Section 4 – Rights of members
Subsection A: Voting Members
The rights associated with Voting Membership are:
- May vote in membership body ballots in accordance with the terms and provisions of these bylaws shall be entitled to one vote, in person or by proxy.
- May submit a written request to the Board of Directors for a special auxiliary membership that suspends the attendance requirement and allows them to designate a voting member of Mindbridge as their proxy to vote at membership meetings. The request must prove that the member has a compelling reason for not attending, and that the member demonstrates a continuing interest in the corporation. The proxy will only be valid for a specific amount of time, determined by the Board of Directors. At the expiration of the auxiliary membership, the recipient is again subject to all membership requirements.
- May accrue benefits from volunteering.
- May submit proposals to be considered by the Board of Directors, including proposals with the intent of creating a convention committee.
- Voting Members of the corporation are entitled to have a certificate, signed by the chairman of the Board of Directors, or designated officer, certifying their membership. Certificates shall state that the certificate is valid as long as membership requirements are fulfilled. Certificates shall not be transferable.
- Receive notification of change in a change in their status from Voting Member to Non Voting member.
Subsection B: Non Voting Members
Non Voting members do not have any special privileges afforded to them.
Section 5 – Membership Roll
At each membership meeting, the secretary or duly appointed representative shall present a list of all current members, thus establishing eligibility to vote. This list would be compiled at the time of notification for the meeting and shall be available until and during the membership meeting for which it applies. The secretary, or duly appointed representative, shall take attendance and record the results of applications for membership.
Article III – MEETINGS
Section 1 – Membership Meetings
Membership meetings happen once per month and at every special event. When scheduling meetings, the Board of Directors shall be reasonably responsive to the schedules of individuals who demonstrate a sincere desire to attend. At each meeting:
- The Membership Roll shall be read.
- The Secretary shall pass around paper copies of the last meeting's minutes.
- The Secretary Shall take attendance and record the minutes of the meeting, if the permanent secretary is not in attendance and has not designated a temporary secretary the President shall designate a person to act in their stead.
- The President shall run the meeting according to an abbreviated version of Roberts Rules of Order.
- Notice for the next meeting shall be announced.
Section 2 – Annual Meetings
There are three special Mindbridge meetings that happen once per year:
- The annual meeting of the Board of Directors will take place during the month of March. The purpose of this meeting will be to review the books for the fiscal year, determine the state of the corporation, and establish the meeting times for the annual Super Committee meeting and for the annual membership body meeting based on the availability of the members of the Super Committee and the Membership body.
- The annual meeting of the Super Committee shall take place during ICON or at a place and time determined by a majority of the Super Committee members. The Super Committee will elect its representatives to the Board of Directors, provide reports on projects and tasks, and perform any other necessary business.
- The annual meeting of the membership body shall take place during the month of May. At this meeting the membership body shall elect its representatives to the Board of Directors, hear the state of the corporation report from the Board of Directors, and perform any other necessary business.
Section 3 – Special Meetings
Other meetings of the membership body may be called by the Board of Directors, or by request in writing by any other Voting Member to the Board. The request may be denied by a 4/5 Board vote.
Section 4 – Notice of Meetings
For all notifications, reasonable forms of notification include mail and e-mail. Voice may serve as proper notice for Board of Director and Super Committee meetings. The secretary is responsible for providing notification. Super Committee meetings require each member receive notification at least 10 days before the meeting. Membership meetings require a 30 day notice. Board of Director meetings require 7 days notice for a normal meeting.
Section 5 – Required Quorum
Quorum is the minimum number of members of a committee necessary to conduct business. A Super Committee meeting quorum is 75% of the total members of the Super Committee. In addition, at least one representative from each represented committee must be present. There is no quorum for a membership meeting, providing proper notification was given.
Section 6 – Voting
Each member entitled to vote in accordance with the terms and provisions of these bylaws shall be entitled to one vote, in person or by proxy. All membership votes are by show of hand, unless requested by any voting member present that it be by secret ballot. Each membership vote shall require a simple majority to pass unless otherwise stated elsewhere. All Super Committee votes are by secret ballot and require a simple majority unless otherwise stated elsewhere.
Section 1 – Board Role, Size and Composition
The role of the Board of Directors is to steer the direction of the corporation. The number of directors shall be five, Three normal Members and Two At-Large Members.
Section 2 – Duties
The Board of Directors shall exercise the following duties:
Subsection A – Set directives for the corporation
The Board of Directors is responsible for the creating of directives that govern the actions of the organization. All newly adopted directives must be communicated to the membership within the fiscal year of adopting the directive. All directives that are in effect are to be publicly available where Mindbridge Documents are stored.
Subsection B – Approve and control the existence of existing Officers, special projects and committees for the corporation
- Appoint Officers as needed
- Any special project or task requiring a budget of less than $500 can be approved by a vote of the Board of Directors. The project’s budget or expenses cannot subsequently exceed $500. If it does, then the Board of Directors must obtain approval as outlined in Article V of this document.
- Any special project or task requiring a budget of $500 or more must be approved by a vote of the Board of Directors, then again by a vote of the membership body.
- Review the minutes of the Special projects and committees.
- Reprimand committees for violating directives, budgets, and other actions that are contrary to the interests of the corporation.
- Remove committee members if justification exists.
Subsection C – Create new officer positions, special projects and committees for the corporation
- Create new committees to manage special projects in Accordance of article V section 1
- Create new officer positions, in accordance to the need of the corporation
Subsection D – Negotiate for the acquisition of established projects not administered by Mindbridge
In the event that a project not administered by Mindbridge applies to the Board of Directors in writing, its intent to join with or be governed by Mindbridge’s bylaws, the Board of Directors may enter into negotiations with this project for the transfer into Mindbridge. Final approval for any such merger would depend on a majority membership vote at any members meeting.
Section 3 – Terms of office
The normal Members shall serve three-year terms, staggered such that one term will expire every year. The At-large Members shall serve two-year terms, staggered such that one expires each year.
Section 4 – Board Election
A member of the Board of Directors must:
- Be a Voting Member of Mindbridge
- Must be at least 18 years of age
- May not have been convicted for a felony or any other crime more serious than a felony
The Super Committee shall elect normal members to the Board of Directors during its annual meeting. General members shall elect At-Large members of the Board of Directors during the annual membership meeting.
Section 5 – Meetings
A meeting of the Board of Directors may be called at any time by any Director, and should be held at least once every two months.
Section 6 - Quorum
A Board of Directors meeting quorum is 75%.
Section 7 - Voting
All Board of Director votes are by show of hand unless requested by any voting member present requests that it be by secret ballot. Each vote by the Board of Directors requires a simple majority to pass unless otherwise stated elsewhere or by unanimous agreement of the board of directors.
Section 8 – Board of Directors Commissions and Duties
- Chairperson - Runs board meetings, serves as spokesperson for the board
- Membership - in charge of Mindbridge membership issues, Membership manager, database manager etc reports to them
- Point of Contact - Reads and distributes incoming questions to the right places
- Secretary - Takes notes and puts them on the board website/message board, responsible for drafting official directives
- Planning the annual meeting
- Preplanning Representative
- Business manager -oversee the treasurer and the cons treasurers and responsible for creating a budget for Mindbridge each fiscal year
- Project Advisors - Each special project with an board of project executives will have a Director not involved with the convention to advise the project, and there will be one additional advisor for all other projects.
These positions will be assigned internally by the Board of Directors by agreement and no position shall be left unfilled.
Section 9 – Resignation and Termination
Any Board member may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein. If no time is specified, then the resignation takes effect at the time of its receipt by the Chairman of the Board or President. The acceptance of a resignation shall not be necessary to make it effective.
Any member of the Board of Directors may be terminated by an 80% majority vote by the membership body at a membership meeting. The vote must be advertised on the meeting notice.
Section 10– Vacancies
- Any vacancy of a normal seat on the Board of Directors, shall be filled by special election by the Super Committee. This election must take place in a timely fashion reasonable to the situation.
- Any vacancy of an At-Large seat shall by filled by a special election of the membership body, unless the regular annual meeting is fewer than 60 days from the time when the seat becomes vacant. In this case, the seat will remain vacant until the annual meeting.
- During vacancies, the Board of Directors may appoint a stand-in Director from the Super Committee if needed, who will stand down when the appropriate election takes place.
Section 11 – Compensation
Directors shall not receive any salary for their services as Directors or as members of committees. At resolution of the Board of Directors, expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, or otherwise, and receiving compensation therefore.
Article V – PROJECTS AND COMMITTEES
Section 1 – New Projects formation
When the Board of Directors establishes a special project, they will determine if that project will have a board of project executives to manage it. Any Project with a budget over $500 requires project executives. Projects with budgets under $500 may have project executives at the Board of Directors discretion.
Section 2 – Projects without Executives
Projects that do not have project executives are typically social outlets for the organization. They are efforts to help keep existing members interested, draw in new members and broaden the visibility of the organization as a whole. They are a social outlet which affords people of likeminded interests the opportunity to get together and discuss similar interests.
Subsection A – Members
- The contact person must be a (voting) member of Mindbridge.
- The contact person must abide by the guidelines for the project.
- The contact person must be elected by the membership body at a membership meeting.
Subsection B – Resignation and Removal
The contact person may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein. If no time is specified, then the resignation takes effect at the time of its receipt by the Board of Directors or President. The acceptance of a resignation shall not be necessary to make it effective.
Subsection C – Operational Requirements
Each project without project executives must have a contact person, and they shall have powers duties, size, and terms assigned in writing by the Board of Directors.
Section 3 – Projects with Executives
Projects with project executives are intended to be the events that are the main method the Mindbridge Foundation fulfills its purpose. All such projects shall have powers, duties, size, and terms assigned in writing by the Board of Directors. These duties will be detailed in a directive hereafter referred to as a manifesto.
Subsection A – Members
- A board of project executives is comprised of three to five people.
- Every project executive must be a (voting) member of Mindbridge.
- Every project executive must abide by the Manifesto for the project that relate to their project.
- Each project executive must be elected by the membership body at a membership meeting.
Subsection B – Resignation and Removal
Any project executive may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein. If no time is specified, then the resignation takes effect at the time of its receipt by the Board of Directors or President. The acceptance of a resignation shall not be necessary to make it effective.
If the majority of project executives or the Board of Directors judges that a project executive is not acting in the best interest of the corporation, or of the project, they may file a reprimand. If the project executive’s actions seriously threaten the project or corporation, or if the reprimand issued was not the first for that member, the Board of Directors may remove the member from the board of project executives.
Appeals may be made through the grievance process. A replacement will be selected by the remaining project executives with approval from the Board of Directors. If no project executives remain, the Board of Directors will appoint a replacement in a timely manner. At the Board’s discretion, the new project executive may be elected by the membership body if time allows.
Subsection C – Operational Requirements
Project executives must submit budgets in an approved format for approval of the Board of Directors. No money may be spent out of the budget until the budget is approved. Every board of project executives shall submit any and all minutes to the Board for purposes of record.
Section 4 – Committees
Committees are internal groups to the Mindbridge Foundation, for the purpose of conducting required functions of the organization.
Subsection A – Committee Members
- Every Committee member must be a (voting) member of Mindbridge.
- Each Committee member must be elected by the membership body at a membership meeting.
Subsection B – Resignation and Removal
Any Committee member may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein. If no time is specified, then the resignation takes effect at the time of its receipt by the Board of Directors or President. The acceptance of a resignation shall not be necessary to make it effective.
If the Board of Directors judges that a committee member is not acting in the best interest of the corporation, or of the project the committee are assigned to manage, they may file a reprimand. If the committee member’s actions seriously threaten the project or corporation, or if the reprimand issued was not the first for that member, the Board of Directors may remove the member from the committee. Appeals may be made through the grievance process.
A replacement will be selected by vote of the membership body, unless the project or event occurs within 90 days of the removal, in which case the remaining committee members will choose a replacement with approval from the Board of Directors. If no committee members remain, the Board of Directors will appoint a replacement in a timely manner. At the Board’s discretion, the new committee may be elected by the membership body if time allows.
Subsection C – Operational Requirements
Committees are required to follow their operations document. Should the committee wish to change the document, they must submit their change to the Mindbridge membership for a vote.
Section 5 – Established Ongoing Projects without Executives
Section 6 – Established Ongoing Projects
Section 7 – Established Committees
The Super Committee will be made up of all project executives for Mindbridge projects and the Board of Directors. The Super Committee shall have these duties:
- Elect normal Board of Directors members.
- Appoints Board of Directors’ appeals representative if a conflict of interest exists within the Board.
- Report on the state of the Ongoing Projects in Mindbridge
The pre-planning committee shall to serve the preliminary preparation needs of all major Mindbridge projects. The Planning Committee shall act on the behalf of permanent projects for activities/events to take place up to three years beyond the current year, but not for any such activities/events for which a committee has been selected.
The database committee shall serve Mindbridge Foundation in creating and maintaining a database of members. This database shall also serve for registration purposes at all projects, as a source for mailings and current contact information.
Article VI – OFFICEERS
The officers shall consist of a president, secretary, and treasurer and shall carry out common management tasks for the Board of Directors. None of the officers of the corporation need be Directors, but Directors are not precluded from being officers. The same person may hold more than one office.
Section 1 – President
The president shall preside at all meetings of the membership body and Super Committee, and at the pleasure of the Board of Directors, shall preside over meetings of the Board of Directors. As the Board of Directors authorizes, the president will execute bonds, mortgages, and other contracts on behalf of the corporation, and shall cause the seal to be affixed on any instrument requiring it.
Section 2 – Treasurer
The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. The treasurer shall deposit all money and valuables in the name and to the credit of the corporation in such depositories as are designated by the Board of Directors.
The treasurer shall disburse the funds of the corporation as, and only as, ordered by the Board of Directors, or the president, taking proper vouchers for such disbursements. He or she shall render to the president and Board of Directors at the regular meetings of the Board of Directors, or whenever they request it, an account of the financial condition of the corporation. If required by the Board of Directors, he or she shall give the corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board shall prescribe.
Section 3 – Secretary
The secretary shall see that notice is given of all meetings to appropriate parties, and all other notices required by law or by these bylaw. In case of his or her absence, refusal, or neglect to do so, any such notice may be given by any interested or involved party. The secretary shall record the proceedings of meetings in, and shall affix the seal to all instruments requiring it when authorized by the Board of Directors or president.
Section 4 – Inventory Control Manager
The Inventory Control Manager will be responsible for the management and yearly inventory and cleaning of the Mindbridge storage locker, keeping the locker in reasonably organized shape, and helping Mindbridge Foundation and its projects access materials in the storage locker as necessary.
Section 5 – Central Database Manager
The central database manager will keep the records of registration for all Mindbridge projects. That information will be delivered to projects as needed for mailings and advertisements.
Section 6 – Membership Manager
The Membership Manager will keep the current membership records, attendance records and record volunteer points earned and spent. In addition, the Membership Manager will recommend and implement rewards for volunteering and membership. The Membership Manager will be in charge of making sure that all members have membership cards or certificates if deemed necessary by the corporation and its members.
Section 7 – Public Relations
The public relations person shall work in conjunction with Mindbridge Foundation and its Projects to help their committees advertise those projects, and disseminate data about Mindbridge Foundation and its Projects to the public. This person shall also be responsible for disseminating information about Mindbridge Foundation and its Projects via the many forms of media available to Mindbridge.
Section 8 – Other Officers and Agents
The Board of Directors may designate such officers and agents as it may deem advisable. These officers and agents shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors. These officers and agents can be dissolved or designated at any time.
Article VII - GRIEVANCES AND APPEALS
Section 1 – Filing a Grievance or Appeal
If any member feels that they have been wronged, falsely reprimanded, or unjustly impeached by Mindbridge Foundation, they may file grievance with the secretary, the president, or the Board of Directors. An appeal is considered a grievance and shall follow the same procedures.
The grievance must be in writing, and clearly state the parties involved, the date of the grievance, and a description of the grievance.
Section 2 – Action on a Grievance
An emergency meeting must be called within four days, to take place in the minimum amount of time following proper notification periods. The type of meeting will depend upon the parties involved.
The meeting must be attended by the plaintiff(s) and defendant(s), or agents appointed by the plaintiff or defendant, respectively, and the Board of Directors. If the Board of Directors is also one of the parties named in the grievance, the Super Committee must also attend. If the Super Committee is also named, the membership body must also be invited to attend.
At this meeting, a special grievance committee of three will be formed. Only members of the corporation or of the Super Committee may serve on this committee. One member will be selected by the plaintiff, and one by the defendant. The third shall be selected by the Board of Directors. If the Board is named in the grievance, the third member shall be selected by the Super Committee. If the Super Committee is also named, the third member shall be selected by the membership body.
This committee is not considered a project or task committee, and will therefore have no representation in the Board of Directors, and will not be considered as part of the Super Committee.
Section 3 – Grievance resolution
This committee must resolve the grievance and unanimously agree upon the outcome within 30 days. Other arrangements for resolution may be made if all parties agree. If the committee does not resolve the grievance, a special meeting of the members and Super Committee must be called and a vote taken for resolution.
Article VIII – PROHIBITION OF DIVIDENDS
No part of the net earnings of the corporation shall inure to the benefit of, or be distributed, as dividends or in any other manner to its members, Directors, officers, or other private person, 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 purpose set forth in the Articles of Incorporation. Further, upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any subsequent United States Internal Revenue Code), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations as said court shall determine are organized exclusively for that purpose.
Article IX – AMENDMENTS
Section 1 – Amendments
These bylaws may be altered and or repealed at any meeting if notice of the proposed changes is included in the notice of the meeting. In order for the bylaws to be altered, the resolution must pass with a 2/3 majority.
Article X – OTHER DOCUMENTS
Section 1 – Document policy
All posted documents shall have an approval date and revision number
Section 2 – Location
All documents shall be available for download from http://groups.google.com/group/mindbridge-foundation and from the website http://mindbridge.org/
Section 3 –Names and Descriptions of Documents
- Mindbridge Foundation Cash Policy - Treasurer's document for policy within Mindbridge
- Anime Iowa Manifesto - AI operations document
- Gamicon Manifesto - Gamicon operations document
- ICON Manifesto - ICON operations document
- Preplanning Committee Manifesto - Preplanning committee rules
- Mindbridge Recognized Proxies - List of Recognized proxies
- Membership Roll - List of active members
- Abbreviated Roberts Rules of Order - Short document for how meetings are organized
- Board of Directors Directives - operational statements from the board of directors
- Minor Membership Permission Form -Form to be filled out by parents for minors to participate in Mindbridge as a full member
(signed by approved by and dated)
Members who cannot make meetings long-term are to be known as Auxiliary Members, rather than Proxy Members.