BYLAWS OF GAME BASE 7


ARTICLE I: MEMBERS
ARTICLE II: GENERAL MEMBERSHIP MEETINGS
ARTICLE III: BOARD OF DIRECTORS AND OFFICERS
ARTICLE IV: COMMITTEES
ARTICLE V: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
ARTICLE VI: BOOKS AND RECORDS
ARTICLE VII: FISICAL YEAR
ARTICLE VIII: DUES
ARTICLE IX: WAIVER OF NOTICE
ARTICLE X. AMENDMENTS TO BYLAWS
ARTICLE XI. LOCAL CHAPTERS
ARTICLE XII. GUILDS
ARTICLE XIII. ETHICAL STANDARDS

ARTICLE I: MEMBERS

SECTION 1. CLASSES OF MEMBERSHIPS: GB7 will have one class of membership called active membership.

SECTION 2. QUALIFICATIONS: Application for membership must be submitted to the membership committee or the Board of Directors for approval. The committee or board will, by a majority vote, either accept or reject the applicant.

SECTION 3. VOTING RIGHTS: Each member is entitled to one vote on each matter submitted for a vote of the membership at large.

SECTION 4. TERMINATION OF MEMBERSHIP: The board of directors, by affirmative vote of two-thirds of the Board, may suspend or expel a member for cause, and may, by majority vote of those present at any meeting, terminate the membership of any member who becomes ineligible for membership.

SECTION 5. RESIGNATION: Any member may resign by filing a written resignation with the Membership Committee or the Board of Directors; however the member resigning must still pay any debts owed GB7.

SECTION 6. REINSTATEMENT: Former members may be reinstated by paying dues and any past due amounts owed. Upon reinstatement they are required to fill out a member application or member update form.

SECTION 7. TRANSFER OF MEMBERSHIP: Membership in GB7 is not transferable or assignable.

ARTICLE II: GENERAL MEMBERSHIP MEETINGS

SECTION 1. ANNUAL MEETINGS: An annual meeting of the members will be held each year. The Board of Directors will approve the date, time, and place of this meeting.

SECTION 2. SPECIAL MEETINGS: The president, the board of directors, or not less than one-tenth of the membership may call special meetings of the members. The calling party may designate the date, time and place of a special meeting.

SECTION 3. NOTICE OF MEETINGS: Notice stating the date, time, and place of any meeting shall be delivered, either personally, by mail, telephone, or e-mail, to each member not less than ten (10) days before the date of such meeting, by or at the direction of the persons calling the meeting. The purpose any meeting, shall be stated in the notice. If mailed, the notice of a meeting is deemed delivered three (3) days after being delivered to the United States Postal Service, addressed to the member at their address as it appears in the records of GB7, with proper postage affixed.

SECTION 4. QUORUM: Twenty (20) percent of the members shall constitute a quorum at any meeting. A quorum is required to transact any business except adjournment of the meeting.

SECTION 5. PROXIES: At any meeting, a member may vote on specific agenda items by written proxy. All proxies must list specific agenda items and must be dated. A proxy is valid for a maximum of three months from the date of origination.

SECTION 6. MANNER OF ACTING: A simple majority is required for the adoption any matter, unless the GB7 Constitution or these Bylaws require a greater proportion.

ARTICLE III: BOARD OF DIRECTORS AND OFFICERS

SECTION 1. GENERAL POWERS: The affairs of GB7 will be managed by its Board of Directors.

SECTION 2. COMPOSITION OF THE BOARD: As per the GB7 Constitution the Board of Directors will consist of 4 officers and 3 or more directors. The four officers positions will be President, Vice President, Treasurer, and Recording Secretary. The Minimum number of directors serving on the GB7 board shall be three.

SECTION 3. PRESIDENT: The President is a permanent office elected by the membership. The President is the principle executive officer of GB7 and will supervise all business affairs of GB7. The President will preside at all meetings of members and the Board of Directors. The President is an ex-officio member of all committees, whose attendance is not required at committee meetings to reach a quorum.

SECTION 4: VICE-PRESIDENT: The Vice-president is a permanent office elected by the membership. In the absences of the President or in the event of their inability or refusal to act, the vice-president will perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions of the office of President. The Vice-president will perform such other duties as may be assigned to them by the President or the Board of Directors.

SECTION 5. TREASURER: The treasurer is a permanent office elected by the membership. The Treasurer has charge and custody of and is responsible for all funds and securities of GB7. They must receive and give receipts for moneys due and payable to GB7 from any source, deposit all such monies in the name of GB7 in such banks trust companies or other depositories as selected by the Board of Directors. The Treasurer is responsible for preparing and filing all tax items as required by the federal and state government. In addition, the Treasure is to perform all duties as may be assigned to them by the President or the Board of directors.

SECTION 6. RECORDING SECRETARY: The Recording Secretary is a permanent office elected by the membership. The Recording Secretary is responsible for maintaining the records of the corporation, minutes of the meetings, and the official documents of the organization, including membership rosters, letters of Incorporation, tax records, and other vital documents. In addition, the Recording Secretary is to perform all duties as may be assigned to them by the President or the Board of Directors.

SECTION 7. ADDITIONAL OFFICER DUTIES: The Vice-President will chair two (2) committees; the Treasurer will chair one (1) committee; the Recording Secretary will chair one (1) committee. Each Officer may choose which committees/projects they will chair. All Directors will chair committees or manage projects, as they select with Board approval (a minimum of one per Director). Each may retain seats on, chair, or manage more committees/projects that those required.

SECTION 8. ELECTION: The Board of directors shall be elected annually, in the month of August.

SECTION 9. TERM OF OFFICE: The term of office of the GB7 board of directors shall begin on September 1 and continue till August 31 of the following year. The board currently seated upon the adoption of this amendment will have their terms extended to August 31 of the year that their term was designated to expire.

SECTION 10. MEETINGS: The President or a majority of the Board may call Meetings of the Board of Directors. The calling party will set the date, time, and place of any meeting.

SECTION 11. NOTICE: All directors must receive notice of any meeting of the Board of Directors. Notice of any meeting shall be handled as per Article II, Section 3 of these Bylaws.

SECTION 12. MANNER OF ACTING: A quorum, composed of a majority of the Board of Directors, is required for the transaction of business at any meeting of the Board. A simple majority at any meeting is required for the adoption of any matter.

SECTION 13. CHANGE IN THE NUMBER OF FUTURE DIRECTORSHIPS: The GB7 board may before the general election commences move to change the number of directorships for future boards by a 3/4 vote of the current sitting board. A change in the number of directors may be made provided that the change does not reduce the number of directorships below the required minimum of three and that proper notification is given to the membership of the change as specified under section 14 of this article. A change in the number of directors is binding until changed by the board as provided by these bylaws. The new seats created by the increase in the number of directorships will be filled at the time of the general election by a vote of the membership at large.

SECTION 14: NOTIFICATION: Proper notification of a change in the number of directors is construed herein to mean that notification is delivered either personally, by phone, mail, or email, to active GB7 members. Notification must occur no less than forty five days (45) before the commencement of the Election.

Publication of the change in the Clubs newsletter and posting notification of the change on all official GB7 websites will constitute sufficient notification. If mailed, the notice of a change in the number of directors is deemed delivered three (3) days after being delivered to the United States Postal service, addressed to the member at their address as it appears in the records of GB7, with proper postage affixed. Notification by electronic means such as phone or email is deemed served immediately upon completion of the transmission.

SECTION 15. VACANCIES: Any vacancies occurring in the board of directors, and any directorship to be filled by reason of an increase in the number of directors, may be filled by a three-fourths (3/4) vote of the presiding Board.

SECTION 16. REMOVAL FROM THE BOARD OF DIRECTORS: A petition for the removal an Officer or Director must be signed by at least one-third (1/3) of the full membership and filed with the Board of Directors, or by unanimous vote minus one of the board of Directors. The Officer or Director in question will be notified in writing of this action, not less than ten days before the next scheduled meeting, See Article II Section 3 for rules regarding notification. The matter will be voted on and finalized during the next scheduled meeting.

ARTICLE IV: COMMITTEES

SECTION 1. COMMITTEES: The Board of Directors may appoint and dissolve Committees for the management of the specific affairs of GB7 at any time. The GB7 President may also appoint and dissolve committees for the management of the specific affairs of GB7 at any time. The President must inform the elected board within two weeks of forming or dissolving a committee.

SECTION 2. STATEMENT OF PURPOSE: The charter creating a Committee must include a Statement of Purpose. A Statement of Purpose must answer the following three questions:

The Statement of Purpose for all committees will be in written form and kept by the Secretary as a part of the permanent records of GB7.

SECTION 3. REQUIREMENTS FOR SERVING ON COMMITTEES: Any active GB7 member may serve as committee Chair or as a member on a committee.

SECTION 4. APPOINTMENT OF COMMITTEE CHAIRS: Upon the seating of a New Board the Chair of all committees will come under review. Per Article III Section 7 of the GB7 Bylaws all elected board members may choose which committees they chair with the board having final say in these assignments. Once all board members have selected the minimum number of committees they are required to chair per the GB7 Bylaws the GB7 President will then appoint the heads of any remaining unassigned committees.

The Board may override the Presidents appointment of a committee head with a majority vote of the board. Should the Presidents appointment of a committee head be overridden the board may than appoint it’s own candidate to head the committee by a majority vote of the Board.

SECTION 5. TERM OF OFFICE: A GB7 committee stands until dissolved by the Board of Directors, the GB7 president, or upon the expiration of the committee’s charter.

SECTION 6. VACANCIES: Appointments are made in the same manner provided in the case of the original appointments to fill vacancies in the membership of any committee.

SECTION 7. QUORUM: Unless otherwise provided for in the charter creating a committee a majority of the whole committee shall constitute a quorum and an act of a majority of the quorum shall be the act of the committee.

SECTION 8. RESPONSIBILITIES AND POWERS: Committees exercise only those powers granted by the GB7 Constitution, The GB7 Bylaws, and the Board of Directors in their charter. The Following Powers and Responsibilities shall serve as a minimum standard for the conduct of all GB7 Committees:

SECTION 9: COMMITTEES BUDGETS: The Budget for committees will be assigned and approved by a simple majority vote of the Board of Directors. Only the board of Directors may grant a committee a budget. Committees created by Presidential decree must still have a budget approved by the Board of directors. The timing and voting on committee budgets is left to the discretion of the Board and GB7 president.

The Budgets of Committees that have been dissolved are automatically canceled unless the dissolved committee has outstanding debts and financial obligations to meet. In cases where a committee has authorized expenditures from its assigned budget before being dissolved the GB7 Board will honor such obligations. All debts and financial obligations will be paid out from the dissolved committees Budget before any remaining assets are returned to the GB7 Treasury. The budgets of committees that have been dissolved cannot be transferred to other committees even committees created under the same name as the former committee.

ARTICLE V: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 1. CONTRACTS:Contracts must be approved by the Board of Directors and must be signed by two members of the Board of Directors, not related to one another, one of whom must be an Officer.

SECTION 2. CHECKS, DRAFTS, ETC: All checks, drafts, or orders for the payment of money issued in the name of GB7 shall be signed by the Treasurer and one other Officer or Director not related to the Treasurer. If the Treasurer cannot, for any reason, sign such orders of payment, the President or Board of Directors may designate another member thereof to do so in the Treasurers’ place. There will be a minimum of three (3) signatories on each account held by GB7.

SECTION 3. GIFTS: The Board of Directors may accept on behalf of GB7 any contribution, gift, bequest or device for the general purpose of or for any specific purpose of GB7.

SECTION 4. APPROVAL OF REIMBURSEMENTS: Any GB7 member or local chapter hoping to be reimbursed for monies spent on behalf of GB7 should receive approval of the finance committee or the finance chairperson and the approval of the GB7 president before actually spending any such monies. Any request for reimbursement of monies spent by GB7 members or local chapters that have not received approval beforehand need not be honored by GB7. Discretion is given to the GB7 president and/or the board of directors to approve reimbursement of expenditures that failed to get approval beforehand.

SECTION 5. TIME LIMIT ON REIMBURSEMENTS: Any GB7 member or local chapter seeking reimbursement for an approved payment made on behalf of GB7 has six months from the date that the expenditure was paid out to submit a receipt for that expenditure. The treasurer will not pay out any reimbursements until a receipt is received. If the receipt is not dated the submitting party must provide some form of proof that the expenditure was made in the last six months. Receipts older than six months need not be honored by GB7.

SECTION 6. OTHER LIMITS ON REIMBURSEMENTS:The GB7 board may at their discretion establish further criteria and guidelines for legitimate reimbursements or instruct the finance committee to do so with a simple majority vote.

ARTICLE VI: BOOKS AND RECORDS

SECTION 1. BOOKS AND RECORDS: GB7 shall keep correct and complete books and records of accounts, and keep minutes of the proceedings at its membership and Board of Director meetings. GB7 will keep a record listing the names and addresses of its members. All books and records of GB7 may be inspected by any member, or their agent or attorney, for proper reason at any time.

ARTICLE VII: FISICAL YEAR

SECTION 1. FISICAL YEAR: The fiscal year of GB7 shall begin on the first day of January and end the last day of December each year.

ARTICLE VIII: DUES

SECTION 1. ANNUAL DUES: The Board of Directors may determine the amount of initiation fee, if any, and annual dues payable to GB7 by members.

SECTION 2. PAYMENT OF DUES: Dues are considered due on the member’s expiration date, and are payable in advance for the following year at any time.

SECTION 3: DEFUALT AND TERMINATION OF MEMBERSHIP: Any member is considered in default of payment of dues if their payment is not received by their expiration date. Their membership will automatically be terminated on the day following that date.

ARTICLE IX: WAIVER OF NOTICE

SECTION 1. WAIVER: Whenever notice is required to be given under the provisions of the Bylaws of GB7, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving of such notice.

ARTICLE X. AMENDMENTS TO BYLAWS:

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the board present at any Board meeting or by a majority of members present at any meeting of the membership.

SECTION 1. NOTICE: Notice of at least twenty-one (21) days is required before such changes can occur. Notice to the Membership is to be given per Article II Section 3 of these Bylaws.

SECTION 2. EXPLANATION FOR CHANGE: The statement of purpose for change with examples, will serve as sufficient notice.

ARTICLE XI: LOCAL CHAPTERS

SECTION 1. PURPOSE: Local chapters are affiliated with GB7. Such chapters recognize GB7 as their parent organization and their national head. Local Chapter’s must meet all the criteria set forth in Article V of the GB7 Constitution to qualify as a local chapter. Local chapters have all the rights and privileges provided for local chapters under Article V of the GB7 Constitution.

SECTION 2. FURTHER REQUIREMENTS: The GB7 board of Directors may at its discretion establish other requirements for Local Chapters status approval. Such policies may be established by a simple majority vote of the board.

SECTION 3. LOCAL CHAPTER REPRESENTATION ON THE BOARD OF DIRECTORS: All Local Chapter's are allowed to request representation on the GB7 Board of Directors as per Article V Section 5 subsection C of the GB7 Constitution. Such representatives are subject to the following requirements.

SECTION 4. MEMBERSHIP: Membership in a Local Chapter can not be assumed by association or presence. An indication of membership in a Local Chapter is required and can be gained by designating so on an official GB7 membership form or on a membership form created by a Local Chapter. Membership in a Local Chapter is subject to the following restrictions.

SECTION 5. DISSOLUTION OF LOCAL CHAPTERS: In cases where local chapters have dissolved for whatever reasons any funds held by that chapter must first be used to satisfy any outstanding debts, liabilities, or obligations of that chapter. The balance of assets, monetary and material, shall be turned over to GB7 within 30 days of the chapter’s dissolution unless the local chapter’s governing body makes other disposition.

ARTICLE XII: GUILDS

SECTION 1. PURPOSE: GB7 recognizes the rights of its members to organize along lines of mutual interest. Such groupings are here forth designated Guilds. Guilds are dedicated to promoting specific forms of gaming and to bringing GB7 members with like interest together. Guilds are not limited to geographical territories rather they serve the entire GB7 membership.

SECTION 2. CREATING A GUILD: Any group wishing to establish itself as a guild must submit a formal petition to the GB7 board of directors. This petition must be submitted in writing at least five days before a meeting in which its approval will be voted on. The GB7 board may vote to waive the time requirement by a simple majority vote. The GB7 board must then vote on the petition at its next scheduled meeting. A simple majority vote is needed to approve the Guild’s petition.

SECTION 3. REGULATIONS AND RIGHTS: GB7 Guilds are identical to Local Chapters and subject to the requirements and rights detailed in Article V of the GB7 Constitution and Article XI of the GB7 Bylaws with the following exceptions.

ARTICLE XIII: ETHICAL STANDARDS

SECTION 1. STATEMENT OF INTENT: Game Base 7 as an organization shall always maintain a high ethical standard and shall expect all of its representatives and individuals acting on GB7’s behalf to behave in an ethical manner. The following Code of Conduct shall act as a minimum standard for all Individuals participating in GB7 activities or who are acting on behalf of GB7. The code of conduct set forth in this Article is designed to provide guidance and therefore should not be considered an exhaustive list.

SECTION 2. GENERAL STANDARDS OF CONDUCT: The following Guidelines shall apply to all GB7 Members and guests when they are participating in any GB7 activity or event.

SECTION 3: STANDARD OF CONDUCT FOR OFFICIAL GB7 REPRESENATIVES: Those Individuals acting on behalf of GB7 in an official capacity either as an elected or appointed position shall be held to an even higher standard of conduct. The following Code of Conduct is designed to highlight the primary obligations of individuals who act on GB7's behalf.

SECTION 4. NOTIFICATION OF CONFLICTS OF INTEREST: All members acting as and agent of GB7 or who stand to be appointed as an agent of GB7 have an obligation to reveal any potential or actual conflicts of interest to the Current Board of Directors before running or accepting said position.

SECTION 5: ELECTED BOARD MEMBERS: Elected board members accepting a position with a vendor, company, or convention are required to inform the board immediately. The board member may retain their position provided that the Board member does the following

SECTION 6. CONSQUENCES OF ETHICAL MISCONDUCT: Any ethical misconduct of a GB7 member during a GB7 activity or while conducting GB7 business may be handled in any way deemed proper by the GB7 board or two elected board members when the board is not in session. The GB7 Board may establish by a simple majority vote a standard for penalizing its members for ethical misconduct. Such penalties may include the following:

SECTION 7. DETERMING THE EXISTENCE OF A CONFLICT OF INTEREST: The GB7 board may at its discretion and with a majority vote declare that a situation does or does not rise to the level of a conflict of interest in cases where this article is not clear or may be construed to prevent a member from providing a beneficial service to GB7. All parties involved in the situation must be aware or made aware of the possible conflict of interest.

SECTION 8. APPEALS OF MEMBERS FOR ETHICAL MISCONDUCT: A member who is penalized will have his case heard by the Board at its next official meeting. The GB7 Board will at that time decide the proper course of action to take on the issue by a simple majority vote.