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abosg_bylaws

By-Laws of

A Bunch of Short Guys

January 2012


Preamble and Definitions

A Bunch of Short Guys ("ABOSG") is a nonprofit 501(c)3 corporation that serves 2D/3D digital media production professionals, students and businesses. ABOSG’s mission is to foster a community of world-class artists and storytellers through education, inspiration, and community building.  The organization is a resource for the local community of entertainment professionals, educators and students pursuing career development.

The following definitions shall apply to the provisions of these Bylaws:

    Member means an individual or organization that has qualified for membership in ABOSG, in accordance with these By-laws and applicable Board resolutions.
    Honorary Member means an individual or organization that has qualified for membership in ABoSG, in accordance with these By-laws and applicable Board resolutions.
    Legacy Board (LB) initially refers to the original ten (10) Founders of ABOSG, also known as the “Logo Crew,” who are listed on the articles of incorporation.
    Board of Directors (Board) means the elected Directors of ABOSG.
    Executive Committee (EC) means the duly elected Officers of ABOSG.

I.  Legacy Board

1.     The Legacy Board consists of the original ten (10) members listed on the Articles of Incorporation of A Bunch of Short Guys, Inc.:

Chad Briggs, Brandon J Bruce, Eric Craft, Will Nicholson, Tom Ottinger,

J Marshall Pittman, J Schuh, Vince Sidwell, Bryan Smith, and TG Weems

2.    As Legacy of ABOSG, the Legacy Board shall be listed as lifetime honorary members in good standing and all rights and privileges associated therein.

3.    Furthermore, members of the Legacy Board shall be exempt from all dues and fees for any organization meetings, events or membership.

4.    The Legacy Board is not required to meet regularly.

5.   The Legacy Board shall retain the power to restructure or amend the By-laws, the power to review the Board of Directors, and the power to dissolve A Bunch of Short Guys Inc. with a simple majority vote of active Legacy Board members.

6.    Upon dissolution of A Bunch of Short Guys, the Legacy Board shall allocate ABOSG assets and funds to various local non-profits or organizations related to the industry it serves.

7.    After one (1) term of service on the Board of Directors, the Board of Directors or Legacy Board may nominate someone to become a member of the Legacy Board.

8.    A Legacy Board Nominee can be elected to the Legacy Board by a super majority (75%) vote of the Active Members of the Legacy Board.

9.    Active Members of the Legacy Board must attend at least one meeting within two (2) years.

10.    Only Active Members of the Legacy Board may vote.

11.    Inactive Legacy Board Members may become Active by attending a meeting.

II. Board of Directors

  1. The Board of Directors shall serve without pay and consist of at least 5, and up to 10 members nominated from the community served by A Bunch of Short Guys.

  2. The number of Board Members for each term shall be set by the Board every two (2) years, in anticipation of Board elections. The number may also be set in the event of a Board Member vacancy. The number shall not be set more than once a year.

  3. Board Members shall serve a term of two (2) years.

  4. There shall be no term limit on Board Members.

  5. Board Members shall nominate new Board Members (Nominees) based on their ability and commitment to serve the organization and the community.  Board Nominees should have industry experience or a have a record of community involvement. Board Nominees do not have to be ABOSG Members, but should join the organization when accepting the nomination and becoming a Board Candidate.

  6. Board Members will be elected by a simple majority vote by the Board of Directors, from among the Board Candidates.

  7. Board Member vacancies shall be filled by nomination, with the recommendations from the Executive Committee Chair or the Legacy Board, and then election with a simple majority by the existing Board Members.

  8. The Board of Directors should meet at least once a year.

  9. Board approval is required for any financial commitment over $5,000.

  10. The elected Chair can veto a nomination for Vice Chair once per election.

III. Officers

  1. The Officers of the Board of Directors, known as the Executive Committee, shall consist of the Chair, Vice Chair, Secretary, and Treasurer elected by the Board of Directors from among the existing Board Members.

  2. Executive Committee Officers will serve a term of one (1) year.

  3. (a)The EC Chair shall preside at all Board of Director Meetings, appoint Committee Chairs, and perform other duties as associated with the office. (b)The Vice-Chair shall assume the duties of the Chair in case of the Chair’s absence. (c)The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in an archive, and send out copies of minutes to all Board Members and to the Legacy Board. (d) The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.

IV. Committees

  1. The Board of Directors or Executive Committee (Officers) may appoint standing and Ad Hoc committees as needed.

  2. Non-Elected Committee members will make no financial obligations nor enter any contract for the organization without Chair approval.

  3. The Board of Directors can dissolve a standing or Ad Hoc committee it has created.

  4. The Executive Committee can dissolve a standing or Ad Hoc  committee it has created.

V. Meetings

  1. Regular General Membership Meetings shall be held at least 10 times a year.

  2. Special Meetings may be held at any time when called for by the Chair or a majority of Board Members.

  3. Agendas shall be provided at least 1 day in advance.

VI. Voting

  1. (a) A majority of Board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

  2. Passage of a motion requires a simple majority (ie, one more than half the members present).

  3. Nominations for Officers should be held the first week of July of each election year, or as needed to fill empty positions.

  4. New officers should be announced on Monday of the fourth week of July.

  5. In the event of a tie vote in the Executive Committee, the Past Chair can cast a vote on the matter.

  6. If the Executive Committee is still tied, the matter can be voted on by the Board of Directors.

  7. In the event of a tie vote of the Board of Directors, the matter can be resolved by the Legacy Board.

VII. Conflict of Interest

  1. Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

VIII. Fiscal Policies

  1. The fiscal year of the board shall be September 1st – August 31st.

  2. The Chair shall be in charge of financial obligations and disbursements.

  3. The Executive Officers may be account holders to assist the Chair as needed.

IX. Chair Duties:

1     Schedule yearly agenda for speakers and meetings.

2     Must attend all monthly meetings with rare exception.

3     Be the official representative of ABOSG.

4     Attend industry community related functions as representative of ABOSG when feasible.

5     Provide plan for growth in membership and retention of current membership.

6     Approve withdrawals from ABOSG accounts and sign official documentation on behalf of ABOSG.

7     Ensure that all aspects of the Mission Statement and ABOSG By-laws are maintained by membership and EC.

10     Actively promote the welfare and interest of all members.

11     Oversee all ABOSG hosted events and functions.

X. Vice Chair Duties:

1     Shall assist the Chair as needed in his task of scheduling speakers and meetings.

2     Temporarily serve in place of the Chair in case of absence or incapacity.

3     Must attend all EC meetings with rare exception

XI. Secretary Duties:

1     Maintains all official documentation and records of ABOSG.

2     Creates minutes for all meetings and proceedings.

3     Arranges, writes, publishes and/or delegates all ABOSG press releases, website publications, printed materials, and all other communications of ABOSG externally.

4     Retains copies of all documentation necessary for holding events, including but not limited to, contracts entered into by ABOSG and permits for events.

5     Responsible for website maintenance and updates.

6     Secretary must have Chair approval before publishing press releases.

7     Secretary shall be responsible for assuring elections are held on time.

8     Maintain accurate list of active members with Treasurer.

XII. Treasurer Duties:

1     Maintains a complete, accurate, and up-to-date record of all expenditures, deposits, and receipts for ABOSG.

2     May sign, on behalf of the organization, financially-related forms and contracts less than $1000, and with Executive Committee approval contracts more than $1,000 but less than $5,000.

3     Prepares the annual budget for ABOSG, with the assistance of the Chair.

4     Serves as Chair of any Fund Raising Committees.

5     Makes purchases with approval of Executive Committee.

6     Works with accountant for end of year Federal (IRS) and Texas State franchise tax filing and all other required State and Federal documents.

7     Act as Membership Chair, including maintenance of member dues and registration.

XIII. Past Chair Duties:

1     Shall remain on EC in advisory status for an additional term.

2     Can cast a vote for EC items only in the event of a tie.

 

XIV. Impeachment

1     All Elected Board Members (and Executive Committee Officers) of ABOSG are subject to investigation and impeachment for corruption, mismanagement, and misappropriation of the organization’s financial and related resources, and may be held accountable for such.

2     Non-elected Committee Members are also subject to investigation, dismissal and restitution if found responsible for similar charges.

3     Any Board Member or EC Officer can be impeached and/or removed from office by the Board with 2/3rd majority vote.

4     And Board Member or EC Officer can request the Board to initiate impeachment proceedings of other officials with proper proof of misconduct.

5    Board has the power to recommend Censure rather than impeachment.

6    Reasons for impeachment, censure, a no-confidence vote, or a dismissal of an elected official include:

• Consistent failure to perform job responsibilities.

• Failure to support Mission Statement.

• Behaviors unbecoming of a representative of ABOSG.

• Engaging in unlawful activities.

• Individual’s actions entangle ABOSG in legal matters.

• Officer represents himself/herself as an agent of ABOSG without EC’s consent.

• Embezzlement of ABOSG property.

• Relocation out of area that may cause failure to complete job duties.

XV. Replacement of Executive Officers

1     Upon vacancy or removal of an Elected Officer (Vice Chair, Secretary, or Treasurer) in-between election, the Officer position should be filled by an election by the Board of Directors within thirty (30) days.

2     In the event that the Chair’s position is vacant, the Vice Chair shall assume the responsibilities of the Chair in the interim, until a new Chair can be elected by Special Elections. If the Vice Chair is elected Chair, a new Vice Chair will have to be elected during Special Elections.

3     In the event that it becomes apparent that the Chair’s office has been vacated permanently or in the event that the Chair is impeached and removed from office and there is no Vice Chair, the Board of Directors will have the authority to call for Special Elections of both Officers.

4     Special Elections should be held within thirty (30) days of the Chair’s vacancy.

5     The Board of Directors shall have the authority to abstain from holding Special Elections if, in its judgment, an appropriately short period of time remains until Annual Elections. In this instance, the Board of Directors can appoint a temporary replacement for any Officer, other than Chair (whose office must be filled according to previous sections), from among the Board Members, or, in rare cases, from among ABOSG Membership, until the Annual Elections are held.

XVI. Amendments

  1. These By-laws may be amended by a two-thirds vote of Board Members present at any meeting, provided there is a quorum, and provided that a copy of the proposed amendment(s) are provided to each Board Member, and to the members of the Legacy Board, at least one week prior to said meeting.

XVII. Arbitration

  1. Arbitration clause to be added later. (1/6/2012)