ARTICLE I – NAME, PURPOSE
Northwest LARPers; an organization that creates immersive participatory dramatic events, including Live-Action Roleplay (LARP) events, for the purposes of re-enactment of history, education on medieval and other culture, and development of social, artistic and physical skills. The organization is organized exclusively for charitable, religious, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE II – MEMBERSHIP
Members of Northwest LARPers are those who volunteer to help organize and run the LARP events. They are organized into Event Groups as described in Article III. There is no compensation for these volunteers.
Furthermore, everyone who pays an event fee and is a registered participant in any LARP event are guests of the members of Northwest LARPers while they are participating in Northwest LARPers activities. Guests are attendees only, able to provide feedback but are not subject to compensations or responsibilities of the organization.
ARTICLE III – EVENT GROUPS
Section 1: Definition
Members of Northwest LARPers are organized into Event Groups. Each Event Group is responsible for organizing and running a specific event or category of related events. Event Groups may have their own internal staff structures, rules, and policies, including rules governing their events. These structures, rules and policies are decided by the Event Group’s staff. Northwest LARPers does not restrict or regulate these structures, rules or policies, except as specified in these Bylaws.
Section 2: Required Staff
Each Event Group must designate the following staff:
(i) A set of “Heads of Staff”, numbering at least one. These members hold the primary responsibility for organizing and running events.
(ii) A Treasurer responsible for handling financial matters related to organizing and running events. This Treasurer may be part of the Heads of Staff. All Treasurers for individual Event Groups report to the Board Treasurer, as described in the duties of the Board Treasurer below.
(iii) A Representative to serve on the Northwest LARPers Board of Directors. The Representative may be part of the Heads of Staff. The Representative may not already be on the Board of Directors.
Section 3: Creation
Event Groups are created by unanimous consent of the Board. They may be assigned responsibility for any event not currently assigned to an Event Group, including new events or a category of new events. At the time of creation, the Event Group must be assigned a Representative and a set of Heads of Staff.
Section 4: Dissolution
An Event Group may be dissolved by two means: (1) Two-thirds vote of the Heads of Staff of that Event Group; (2) Unanimous consent of the Board of Directors, including the Representative of that Event Group.
Section 5: Policies
Rules and policies set by an Event Group may not contradict Northwest LARPers bylaws and policies.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation
The Board is responsible for overall policy and direction of the organization and for coordination across Event Groups. All responsibility for day-to-day operations and direct organization of events is delegated to Event Groups. The board receives no compensation. The board shall consist of at least three officers; the offices are defined below in section 7.
Section 2: Board Member Selection
(i) Representatives for each Event Group are selected by majority vote among the Heads of Staff of that Event Group.
(ii) Other Officers are selected by majority vote among the Event Groups; each Event Group’s vote is allocated by majority vote among its respective Heads of Staff.
(iii) If there is only one Event Group, the procedure in (ii) may be simplified to a majority vote among the Heads of Staff of that Event Group.
(iv) No single person may fill more than one position on the Board. The Chairman of the Board may not be a member of any Heads of Staff of any Event Group.
Section 3: Board Member Changes
Board members may change under the following circumstances:
(i) The Heads of Staff of an Event Group may call for a vote on any Board position, either to fill a vacant position or to replace a current Board member, observing the procedures in Section 2.
(ii) A Board member may step down, in which case a vote to fill the vacant position must be held within four months, observing the procedures in Section 2.
(iii) The Representative of a dissolved Event Group is automatically removed from the Board after the dissolution is complete.
Section 4: Meetings
The Board shall meet at least once a year, at an agreed-upon time and place. Such meetings are to be conducted in-person; alternately, they may be conducted electronically if all Board members agree to do so.
Section 5: Quorum
A Board meeting must be attended by at least 50% of the Board members before business can be transacted or motions made or passed.
Section 6: Notice
An official Board meeting requires that each Board member have written notice two weeks in advance. This can be provided electronically, through an official Northwest LARPers online forum or by email.
Section 7. Officers and Duties
The offices of the board, and their duties, shall consist of the following:
(i) The Chairman shall convene regularly scheduled Board meetings. The Chairman shall preside over such meetings or arrange for an alternate member of the Board to preside in their absence. The Chairman shall coordinate among other Board members outside of meetings. The Chairman will attempt to guide discussions such that unanimous consent can be reached amiably. The Chairman is responsible for determining when unanimous consent cannot be reached, and may call a vote on decisions in such cases, as described in Section 8.
(ii) The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. When the Board issues official communication to the membership of Northwest LARPers as a whole, or to the members of a particular Event Group, the Secretary shall be responsible for publishing such communication. In the absence of the Chairman, the Secretary will act as Vice-Chairman, temporarily fulfilling those duties as well.
(iii) The Board Treasurer shall be responsible for Northwest LARPers financial accounts. The Board Treasurer shall make a report at each Board meeting. The Board Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members, Northwest LARPers members, and/or the public, as appropriate. The Board Treasurer shall be responsible for ensuring that tax payments owed by Northwest LARPers are paid appropriately. The Board Treasurer shall be responsible for the arrangement and payment of appropriate insurance for Northwest LARPers events. The Board Treasurer shall coordinate the activities of the respective Treasurers of each Event Group, who will each be responsible for financial matters related to that Event Group. The Board Treasurer will monitor and control the distribution of funds from Northwest LARPers to each Event Group through the respective Treasurers, and the collection of funds from those Event Groups.
(iv) Representatives of each Event Group shall be responsible for representing the interests of their Event Group with regard to the Board’s decisions. They will communicate concerns and desires from the membership and Heads of Staff of their Event Group to the Board. They will communicate decisions and opinions of the Board, as relevant, to the membership and Heads of Staff of their Event Group.
Section 8: Decisions
The Board will strive to operate by unanimous consent where possible. When unanimous consent cannot be reached, the Chairman may call a vote. Votes require a simple majority, except in those cases specifically laid out elsewhere in these Bylaws.
ARTICLE VI – AMENDMENTS
These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be distributed ahead of a Board meeting, as part of the notice defined in Section 6. Approved amendments shall be submitted to the State as required, and shall be made publicly available.
ARTICLE VII – DISSOLUTION
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE VIII – INDEMNIFICATION
Northwest LARPers shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between Northwest LARPers and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.