Articles of Incorporation

 

Article I.           Purpose

The object of the organization is to fund raise for other charitable organizations by

A.   Planning and carrying out events

B.   Providing entertainment

C.   Providing licensed bartending and food handling services

Article II.        Basic Policies

The Following are basic policies of Shockwave:

A.      The organization shall be noncommercial, nonsectarian, and nonpartisan

B.      Without Discrimination, membership in the organization shall be open to all people over the age of 21 years

C.      No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, trustees, officers or other private persons except that the organization shall be empowered to pay reasonable compensation for services rendered

D.      In the event of dissolution of the organization its assets shall be distributed for one or more of the exempt purposes specified in Section 501(c)(3) or (4) of the Internal Revenue Code of 1986 as from time to time amended

E.       Notwithstanding any other provisions in the Uniform Bylaws, the organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under this organization's tax exempt status. Shockwave shall not engage in any activity or action which would harm or place it in legal jeopardy, including which would jeopardize the 501(c)(3) tax status

F.       The organization or members in their official capacities shall not endorse a commercial entity of engage in activities not related to promoting of the Objects of the organization

G.     The Shockwave membership list shall not be released to outside interests

Article III.    Membership & Service Fees

Section 1. Open Membership

Without discrimination, membership shall be open to all people the age of 21 years and above

Section 2. Year-round Enrollment

Shockwave shall conduct an annual enrollment of members but may admit persons to membership at any time

Section 3. Category of Members

A.      General Membership

B.      Executive Membership

C.      Board of Directors

Section 4. Membership Fees

Shockwave per capita membership fee shall be two hundred dollars ($200.00) for Executive level membership, and one hundred dollars ($100.00) for General level membership. Charges to the Shockwave membership fee shall be determined at the annual Shockwave members meeting

Article IV.     Membership

Section 1. Name

The name of the organization shall be Shockwave

Section 2.

A.      Any individual supporting the purposes of Shockwave may become a member by paying such membership service fees as are established

B.      Upon payment of membership service fees, members are considered in good standing through October of the ensuing year

C.      Persons Joining at the organizational meeting shall be entitled to all privileges of membership including voting.

D.      Only members who have paid membership service fees for the current membership year shall be entitled to a voice and one (1) vote on each matter of business

E.       To be elected to office an individual must be a member in good standing and maintain a membership level of Executive member for a minimum of four (4) congruent years

Section 3. Nominating Committee

A.      Election:

a.       The nominating committee shall be elected by ballot at a general membership meeting at least thirty (30) days preceding the election of officers. The designated number (See Section 3(A)(5)) of candidates receiving the highest number of votes shall be declared the nominating committee. The person receiving the highest number of votes shall be the chair

b.      The members of the nominating committee shall have been a member in good standing for at least one (1) year preceding their election

c.       No person shall be eligible to serve two (2) consecutive years on this committee

d.      The president shall not serve on this committee

e.      The nominating committee shall consist of at least three (3) members from a list of five (5) or more nominated from the floor

B.      Duties:

a.       The nominating committee shall submit to the membership a written and signed report at least fifteen (15) days prior to the election of the name of one (1) or more candidates for each office to be filled

Section 4. Officers & Their Election

A.      To be elected to office an individual must be a member in good standing and maintain a membership level of Executive member for a minimum of four (4) congruent years

B.      Each elected officer of Shockwave shall be a member prior to taking office and be at least 21 of age

C.      The officers shall be elected at a general membership meeting the first day of Norwescon for the term of two (2) years or until their successor is elected

D.      No person shall serve more than four (4) terms unless a replacement cannot be found. An officer having served twelve (12) months shall be considered to have served a full term. Officers shall assumed their duties on November 1

E.       A quorum being present, a majority of all votes is necessary to elect. Voting may be by voice if only one candidate is nominated for office. Absentee or mail-in or proxy ballots are prohibited. Dimpled or hanging chads will be counted

Section 5. Duties of Officers

A.      General

a.       Upon assuming office, the officers shall be empowered to honor expenditures that have been provided for in the approved budget

b.      All books, funds, and supplies belonging to Shockwave shall be relinquished to the new officers by the retiring officers immediately upon leaving office

c.       All financial matters and binding agreements shall require two (2) signatures; only officers shall have the authority to sign

d.      In the event that (2) or more members of the same household hold offices, only one (1) shall co-sign financial matters

e.      An office shall be declared vacant if an officer is absent three (3) consecutive business meetings, unless previously excused by presiding officer

B.      President

The President shall:

a.       Preside at all meetings

b.      Make appointments to positions and committees as designated by the standing rules, with the approval of the executive committee

c.       Be an ex-officio member of all committees except the nominating committee

d.      Disseminate and communicate all information received pertinent to Shockwave

e.      Perform all duties pertaining to the office such as specified in these Uniform Bylaws and the standing rules

 

C.      Vice President

The Vice President shall:

a.       Perform the duties of the president in the absence or the inability of that officer to serve, and shall assist the president when called upon

b.      Temporarily assume the duties of the President, in case of a vacancy, until the vacancy is filled

c.       Shall set the time, date and location of all meetings and report it to the membership at the conclusion of meeting previous

D.      Secretary

The Secretary shall:

a.       Keep accurate records of all meetings

b.      Notify the president of any unfinished business

c.       Be responsible for correspondence as designated by the President

d.      Keep a complete roster of the membership of all standing and special committees

e.      Maintain a complete roster of all members

E.       Treasurer

The Treasurer shall:

a.       Serve as chair of the budget committee, keep accurate records, receive and issue receipts, and deposit promptly in an authorized account all monies and disburse same according to the approved yearly budget

b.      Present a written financial statement at each regular meeting and such other times as required by the President, provide all financial records if requested by the president, board of directors, or Shockwave members

c.       Close the books on August 31 and submit the books and records for financial review to a financial review committee of no fewer than three (3) persons appointed by the President or to a qualified accountant. The financial review committee shall not include the people who were authorized to sign or individuals living within the same household as those authorized to sign on the bank account for the period being reviewed

d.      Perform such other duties as may be provided for in the standing rules

e.      Keep a record of membership service fees

Section 6. Membership

A.      Executive Membership

a.       Definition

                                                                                       i.      An Executive Member has paid the $200.00 membership fee and shall enjoy all the rights and responsibilities of full Executive Membership

b.      Rights:

Executive Members shall be granted the following rights:

                                                                                       i.      No more than one (1) vote per position in elections for the Board of Directors

                                                                                     ii.      No more than one (1) vote per line item in any changes to the Articles of Incorporation

                                                                                    iii.      The ability to run for election to the Board of Directors as defined by the Articles of Incorporation

                                                                                   iv.      To apply for a contracted position within the Shockwave event staff as per the standing rules

                                                                                     v.      To apply for an apprentice position within the Shockwave event staff as per the standing rules

                                                                                   vi.      To apply for a general position within the Shockwave event staff as per the standing rules

c.       Responsibilities:

Executive Members must:

                                                                                       i.      Attend the Annual Membership Meeting and at least one (1) of the three (3) remaining quarterly general membership meeting

                                                                                     ii.      Remain a member in good standing as laid out in the Articles of Incorporation and the standing rules

d.      Benefits:

Executive Members shall receive, in a timely manner, the delivery of:

                                                                                       i.      A full Norwescon membership congruent with the current year of Shockwave paid membership

                                                                                     ii.      A Shockwave membership card

B.      General Membership

a.       Definition

                                                                                       i.      An Executive Member has paid the $100.00 membership fee and shall enjoy all the rights and responsibilities of full General Membership

b.      Rights:

General Members shall be granted the following rights:

                                                                                       i.      No more than one (1) vote per position in elections for the Board of Directors

                                                                                     ii.      No more than one (1) vote per line item in any changes to the Articles of Incorporation

                                                                                    iii.      To apply for an apprentice position within the Shockwave event staff as per the standing rules

                                                                                   iv.      To apply for a general position within the Shockwave event staff as per the standing rules

c.       Responsibilities:

General Members must:

                                                                                       i.      Attend the Annual Membership Meeting and at least one (1) of the three (3) remaining quarterly general membership meeting

                                                                                     ii.      Remain a member in good standing as laid out in the Articles of Incorporation and the standing rules

d.      Benefits:

General Members shall receive, in a timely manner, the delivery of:

                                                                                       i.      A full Norwescon membership congruent with the current year of Shockwave paid membership

                                                                                     ii.      A Shockwave membership card

Section 7. General Membership Meetings

A.      There shall be meetings of the general membership to conduct business, adopt the budget, approve the standing rules, elect the nominating committee, and to conduct other business

B.      There shall be an annual meeting of the members to be held at a time and place fixed by the Board of Directors for the purpose of electing officers and conducting any other business which may properly come before the annual meeting. The President, Vice President, or Secretary shall deliver notice of the place, day and time of the annual meeting not less than ten (10) nor more than fifty (50) days prior to the date of the annual meeting to each member

C.      Special general membership meetings may be call by the President or a majority of a board of directors by notice delivered to the members not less than ten (10) nor more than fifty (50) days prior to the date of the special meeting, stating the place, date, time and the purpose of the special meeting

D.      A quorum shall be specified as 20% of membership but no less than 3 voting members. Absentee or mail-in or proxy ballots are prohibited