Bylaws - Dragonflight

These bylaws govern Dragonflight’s operation as a registered 501(c)3 in the State of Washington.

Last revised by the Board of Directors 2021.

1. The Corporation

Dragonflight is a non-profit, member-run, social-educational community dedicated to the advancement of the gaming hobby in the Pacific Northwest.

2. The Community

The Membership
1. Membership in Dragonflight is open to any interested individual provided:
  1. The individual conducts him or herself in a responsible manner in keeping with the goals of Dragonflight; and
  2. His dues are paid.
2. Membership requires positive action on the part of the member. An individual is not a Member of Dragonflight unless the individual takes steps to become or affirm membership on a regular basis:
  1. Paying Dues, attending a Dragonflight sponsored event, being a member of Metro Seattle Gamers, or serving as an Officer, Board Member, staff or volunteer are all positive action.
  2. Filling out a membership application is positive action.
3. There are two categories of Membership.
  1. Membership is available to any individual who meets the above requirements.
    1. A Member in Dragonflight may:
      1. Attend and speak at general meetings of the membership.
      2. Attend meetings of the Board of Directors.
      3. Nominate and be nominated for a position on the Board of Directors.
      4. Vote in elections of the Board of Directors and at general meetings of the membership.
      5. Hold Office within Dragonflight.
      6. Attend any Dragonflight sponsored event, subject to additional fees as established by event staff, and subject to revocation by Dragonflight’s Board of Directors, Officers or Event Staff.
    2. Membership expires at the end of the calendar year for which it is obtained, unless the member opts to continue membership in a manner dictated by Dragonflight Policies and Procedures.
  2. Lifetime Membership is a privilege the Board of Directors may confer upon an individual whose service the Board wishes to acknowledge.
    1. In addition to the privileges of a Member, the Lifetime Member:
      1. Is exempt from paying dues.
      2. May attend any Dragonflight Sponsored event free of charge.
    2. The Lifetime Membership has no inherent expiration date, and is non-transferable. This category of Member requires no positive action to retain Membership.
4. If a Member fails to conduct himself in a responsible manner in keeping with the goals of Dragonflight, the President may refuse or revoke Membership. Membership may be refused on the basis of past performance on the part of the individual, whether that individual has been a member or not.
  1. Any refusal or revocation of Membership is subject to review at the next meeting of the Board of Directors, at the discretion of the Board.
5. A Member may cancel his membership at any time.
Meetings
1. Dragonflight holds a meeting of the Membership each year. This meeting is open to any member in good standing.
  1. If possible, the annual meeting shall be held during the weekend of the annual convention, at the convention. If this is not possible for any reason, notice of the alternate time and place shall be sent to all members.
  2. Attendance at the annual meeting is mandatory for all Directors and Officers of Dragonflight.
  3. Quorum for the annual meeting is the lesser of:
    1. One-fortieth of the current Total Membership.
    2. Twelve Members (not counting Directors or Officers).
2. The Board of Directors of Dragonflight shall meet a minimum of four (4) times per year. The Board shall determine the exact schedule each year, to be made public. In addition, the Chair of the Board may call a meeting of the directors with two weeks notice.
  1. Meetings of the Board of Directors are open to all members of Dragonflight. Non-members may attend and speak only at the invitation of a Director or Officer.
  2. Any Director may request the Chair call an executive session. The executive session is closed to all members except for Directors and Officers.
The Convention Staff shall meet as and when scheduled by the Convention Director. These meetings may or may not be open to the general membership, at the discretion of the Convention Director.

3. The Board of Directors

The Directors
1. Dragonflight shall have a five (5) member Board of Directors, elected by the Voting Membership. The Board shall supervise the officers and staff of Dragonflight, monitor the activities and fiscal health of the corporation and provide guidance and oversight on matters of policy.
  1. Each seat on the Board of Directors shall be for a term of three (3) years. The terms shall expire on December 31 of the final year of the term.
    1. The term of one position shall expire in 1982, and each three years thereafter.
    2. The terms of two positions shall expire in 1983, and each three years thereafter.
    3. The terms of the remaining two positions shall expire in 1984, and each three years thereafter.
2. Each Director must remain a member in good standing of Dragonflight for the duration of his term. Failure to remain a member in good standing will result in the automatic termination of the Director’s term of office.
3. The Board of Directors shall select a Chair and Vice-Chair from among the Directors.
  1. The Chair shall call unscheduled meetings, conduct all meetings and declare executive sessions.
  2. The Vice-Chair shall fulfill the duties of the Chair should the Chair be unable to do so.
4. A Director may be removed from office by a vote of a majority of the Voting Members of Dragonflight.
5. Officers of Dragonflight are ex-officio Directors.
  1. An Officer who is also an elected or appointed Director is not an ex-officio Director.
Elections
1. Elections for members of the Board shall be conducted annually for all available seats.
  1. The President shall appoint an Election Officer each year.
    1. If unable to appoint someone, the President shall serve as Election Officer.
    2. No individual may serve as Election Officer during any year in which his name will appear on the ballot as a candidate for Board of Directors.
    3. The Election Officer shall ensure that board-approved election procedures are upheld.
2. Elections for the Board of Directors may be held independently from any annual or special meetings.
3. Elections may include provisions for mailed nominations or election ballots, subject to Board-approved election procedures.
4. Should a vacancy on the Board of Directors occur, the Board shall appoint a replacement Director.
  1. The replacement Director will serve until the next regularly scheduled Board election, at which point a special election will be held to elect a new Director to serve out the remainder of the original Director’s term.
  2. If the special election should coincide with the regular election to fill that seat, resulting in a term of less than one year, one election will be held to fill the seat, adding the special term to the regular three-year term.
Meetings
1. A minimum of four (4) Directors is required for any meeting of the Board of Directors.
  1. One ex-officio Director shall count for Quorum. More than one ex-officio Director shall have no additional effect.
2. All elected or appointed Directors are required to attend each scheduled meeting of the Board. A member of the Board who misses more than one scheduled Board meeting per calendar year may forfeit their position subject to majority vote of the Board at that second meeting.
3. A Director may vote by proxy if unable to attend a meeting.
  1. Proxy Votes may be given to any Director or Ex-Officio Director.
  2. Proxy Votes must be given in writing to the Chair and the Director receiving the Proxy prior to the start of the meeting.
  3. Proxy Votes do not ensure Quorum.
4. Policy changes may be enacted by the Board of Directors by majority vote.
  1. One ex-officio Director shall have the power to resolve ties when the Board votes on a motion, following the order of succession.
  2. If no ex-officio Director is present, or no Officer present is eligible to act as an ex-officio Director, motions resulting in a tie are defeated.
5. In the event the Chair of the Board is unable to obtain a quorum for the four scheduled meetings of the Board, the Chair of the Board is required to call a meeting of the Membership for the purpose of electing replacement members of the Board who failed to attend the meetings. The Chair may also call such a meeting of the Membership if the Chair is unable to obtain a quorum for a specific unscheduled meeting of the Board, after the Chair has made three consecutive failed attempts to hold that meeting. Each consecutive failed attempt shall be defined as:
  1. The Chair of the Board has sent written notification of the time and place of the meeting to all members of the Board, two weeks prior to the scheduled meeting date
  2. The Chair of the Board has been present at the scheduled time and place of the meeting, but the meeting has failed to have a quorum within one hour of the scheduled time, and
  3. The Chair does not send the notice of the next scheduled time for the meeting until after the time of the preceding meeting.
6. The Chair may decide to hold a vote via email or other electronic means.
  1. Motions made electronically are allowed.
  2. No motion may pass until each Director indicates they are finished discussing the issue, or seven days have passed since the Chair has begun the discussion, and until each Director has had ample opportunity to cast a vote, or until seven days have elapsed since discussion has ended.
  3. The Chair may extend these times as necessary.
7. Due to the difficulties created by the COVID-19 global pandemic, and restrictions put in place that prevent meeting in person, which in turn creates difficulties in enlisting a body of members for voting, there will be no elections held in 2020.
  1. All existing terms of elected directors are extended by one year.
  2. Directors’ terms that were to end on December 31, 2020 will now end on December 31, 2021.
  3. Directors’ terms that were to end on December 31, 2021 will now end on December 31, 2022.
  4. Directors’ terms that were to end on December 31, 2022 will now end on December 31, 2023.
  5. All terms that expire will be subject to elections on the years in which they expire.
  6. All new directors terms elected in 2021 and forward will be three year terms.
  7. Ex-Officio and Appointed Officers terms are not affected by this change.

4. Officers, Employees & Volunteers

Officers
1. Dragonflight’s officers shall oversee all Dragonflight activities.
  1. The Board of Directors shall appoint each Officer.
  2. Each Officer shall serve for a term of one year.
    1. To allow for the smooth operation and planning for the annual convention, the Convention Director’s term of office shall begin on October 1 and expire on September 30 of the following year.
    2. The terms of office for the remaining Officers shall coincide with the fiscal year.
  3. Officers are allowed to serve successive terms. This requires positive action from the Board in the form of an annual re-appointment.
  4. An Officer must be a member in good standing of Dragonflight, and must remain so for the duration of his term. Failure to remain a member in good standing results in automatic termination.
  5. The President is authorized to appoint, on an interim basis, any vacant Officer position except the President.
    1. Should the President’s office be vacant the next Officer in line shall assume the duties of Interim President. The Order of succession is: Vice President, Metro Seattle Gamers; Vice President, Convention; Treasurer, Secretary.
    2. Interim appointments expire at the next Board Meeting (scheduled or not), requiring the Board to either affirm the appointment or appoint a new Officer.
  6. With the exception of the Treasurer, any Officer is eligible to serve on the Board of Directors.
    1. A Director may accept an Interim appointment as Treasurer should the office become vacant.
2. There are five (5) Officers appointed by the Board of Directors:
  1. President — The President of Dragonflight is the Chief Executive Officer of Dragonflight. The President oversees all activities and provides assistance and direction where needed to ensure the continued smooth operation of Dragonflight.
    1. The President is responsible directly to the Board of Directors.
  2. Vice President, Dragonflight Convention — The Convention Director is a Vice President of Dragonflight. The Convention Director shall act as Chief Operating Officer for the Annual Dragonflight Convention.
    1. The Convention Director shall present the proposed annual convention budget to the Treasurer.
    2. The Convention Director is responsible to the President.
  3. Vice President, Metro Seattle Gamers — The Manager of Metro Seattle Gamers is a Vice-President of Dragonflight. The manager of MSG shall act as Chief Operating Officer of MSG.
    1. The Manager of MSG shall present the proposed annual MSG budget to the Treasurer.
    2. The Manager of MSG is responsible to the President.
  4. Treasurer — The Treasurer is the Chief Financial Officer of Dragonflight
    1. The Treasurer shall maintain all fiscal records for Dragonflight.
    2. The Treasurer shall assist the President in budgetary matters
    3. The Treasurer shall review finances to ensure compliance with the yearly Budget.
    4. The Treasurer shall ensure all financial filings are made as required by local, state or federal agencies.
    5. The Treasurer is responsible directly to the Board of Directors.
  5. Secretary — The Secretary is the Chief Information Officer for Dragonflight.
    1. The Secretary shall maintain all non-fiscal records.
    2. The Secretary shall ensure all non-financial filings are made as required by local, state or federal agencies.
    3. In the event no other person agrees or is able to act as recording secretary at Board Meetings, and/or as Registered Agent for Dragonflight, the Secretary shall act in these capacities.
    4. The Secretary shall act as the liaison and point of contact with the State as required by law. The Secretary shall register the new slate of Board members with the State as directed by the State of Washington.
    5. The Secretary is responsible directly to the Board of Directors.
Employees & Volunteers
1. Officers may hire and/or appoint other employees & volunteers as needed to assist in the fulfillment of their duties.
  1. Remuneration of employees is approved by the Board of Directors as part of the annual budget, or by special session should the need arise.

5. The Fiscal Year

Dragonflight’s fiscal year shall be measured from the first of January through the thirty-first of December.

6. Dues and Fees

The Board of Directors shall set dues for Membership annually.
Dragonflight Staff shall set fees for Dragonflight activities, subject to review by the President or Board of Directors.

7. Amendments

The Bylaws of Dragonflight may be changed by a majority of the Board of Directors.
1. Proposed amendments to the bylaws may be presented to the Board by any member of the Board.
2. Written copies of any proposed changes to the bylaws must be provided to the members of the Board one (1) week prior to any vote to approve them.
  1. This requirement may be waived for changes to correct spelling, punctuation or grammar.

8. Privacy

Dragonflight shall not allow access to personal information gathered from its membership to any other group or individual.
Dragonflight may use personal information for internal tracking and statistical analysis.
Dragonflight may contact members directly with information regarding Dragonflight events, or other Pacific Northwest events of interest to the gaming community, unless specifically requested otherwise by a member.

9. Equal Opportunity Statement

Dragonflight policy ensures equal opportunity regardless of race, color, creed, religion, national origin, gender, sexual orientation, age, marital, disability or veteran status.

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The board has set the current membership fee at $10/calendar year.
This fee is included in the price of full-weekend paid tickets for the convention and in monthly dues for the club, or may be purchased separately by sending a check to our P.O. Box.
Activities, such as the Annual Convention and Metro Seattle Gamers, have additional costs beyond the fee for membership.