Bylaws

Revised May 7th, 2023

Article 1 — Name

The name of this corporation shall be Southern Nevada Anthropomorphic Events, hereinafter “the Organization”.

Article 2 — Object

Section 2.01 — Relevant Authorities

Southern Nevada Anthropomorphic Events is a non-profit corporation organized pursuant to Chapter 82 of the Nevada Revised Statutes and for purposes exclusively in accordance with Section 501(c)of the Internal Revenue Code.

Section 2.02 — Mission Statement

Our mission is to support and promote the community of enthusiasts of art and other media, especially such art revolving around anthropomorphic animals, in Southern Nevada by organizing events where such enthusiasts can learn, create, interact, and showcase their work with others in this community, and to educate both members of the community and of the general public about this artform. We raise funds for both the organization and for local charities.

Article 3 — Members

Section 3.01 — Definitions

The term “member” on its own refers to any person who has been granted membership in the Organization pursuant to Section 3.03.

The term “General Membership” consists of all members of the Organization collectively.

Section 3.02 — Powers of Members

All members of the Organization shall be granted the power to vote at general meetings and in elections for the Board of Directors, in addition to all other powers granted by any other section of these Bylaws.

The Secretary shall maintain a list of all members and the term of their membership pursuant to NRS 82.181.

Section 3.03 — Requirements for Membership

1. All Staff and Directors of the Organization shall be granted membership for the duration of their term. 
2. Membership may also be granted to individuals directly by the Board of Directors.
   1. A membership granted by the Board of Directors shall last for one year, unless otherwise specified by the Board.

Section 3.04 — Revocation of Membership

Membership may be revoked should the Board of Directors find the accused disobeying the Code of Conduct. A two-thirds vote by the Board of Directors shall be required to remove a member.

Article 4 — Officers 

Section 4.01 — Composition

1. In accordance with NRS 82.211, there shall be four senior officers who shall report directly to the Board, including a Chair of the Board of Directors, a Secretary, and a Treasurer. The Board of Directors shall also, from amongst its own members, appoint an Executive Director, who shall be the fourth senior officer.
   1. Junior officers shall report to a senior officer or an officer who reports to a senior officer. The junior officers of the Organization shall consist of the Deputy Treasurer, the Chairs and Vice Chairs of each division, and the Department Heads.
2. Officers may be compensated by the Board of Directors.
3. Directors may serve as Officers but may not be compensated.
4. Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Organization.
5. For the purposes of these bylaws, Directors are not considered Officers.
6. Officers may appoint staff members to assist in their duties with the authorization of the Board and these Bylaws.

Section 4.02 — Appointments

Officers shall be appointed by the Board of Directors whenever there is a vacancy.

Section 4.03 — Terms of Office

Officers shall serve indefinitely. Staff appointed by officers per 4.01.6 serve indefinitely unless terminated by relevant Division or Organization protocol.

Section 4.04 — Removal from Office

Officers serve at the discretion of the Board and may be dismissed at any time by a majority vote in the Board.

Article 5 — Meetings

Section 5.01 — General Meetings

1. Definition — A general meeting shall be a meeting of members of the Organization.
   1. Any motion or resolution properly made and adopted by the General Membership at a general meeting shall be sent to the Board of Directors for final approval.
2. Annual Meeting —There shall be a single general meeting every year known as “the annual meeting.” This meeting shall occur on the second Saturday in July.
   1. The time and place of the meeting shall be decided and announced by the Board of Directors one month prior.
3. Special Meetings — A special meeting of the General Membership may be called by the Chair of the Board of Directors, or by a petition of one-half of all members. 
4. Quorum — One-fourth of all members shall constitute a quorum for doing business.
5. Notice — The notice for a general meeting shall be posted to the Organization website and distributed to all members at least one month before it is to occur.
6. Teleconference — All members shall be free to attend the meeting and vote electronically.

Section 5.02 — Meetings of the Board of Directors

1. Regular Meetings of the Board — At the final scheduled meeting of the year, the Board of Directors shall create and adopt a schedule for regularly scheduled meetings for the following year.
2. Special Meetings of the Board — A special meeting may be called by the Chair of the Board of Directors, the Executive Director, or Convention Chair for matters requiring immediate deliberation. The notice for the meeting shall be posted to the Organization website and distributed to all Directors seventy-two (72) hours before the meeting is to occur.
3. Quorum — One-half of all seated members of the Board of Directors shall constitute a quorum for doing business.
4. Notice — The call for meetings of the Board of Directors shall be posted on the Organization website and distributed to all Directors with the time and place of the meeting.
5. Teleconference — Directors attending meetings over teleconference are considered to be in attendance so long as they can hear all other members of the Board.
6. Open Meetings — All meetings of the Board of Directors must be open to all members of the Organization. All members may be allowed to speak during debate, but only Directors may vote on motions and resolutions.

Article 6 — The Board of Directors

Section 6.01 — Composition

1. The duly elected Directors of the Organization shall together constitute the Board of Directors (hereinafter “the Board”).
2. There shall be a maximum of twelve (12) members of the Organization who shall serve as Directors.
3. Directors shall not be compensated by the Organization beyond having any membership due waived.
4. These Directors shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Organization.

Section 6.02 — Duties

1. The Board shall act in place of the General Membership while a general meeting is not in progress.
2. The Board may spend money, enter contracts, appoint Officers pursuant to Article 4 of these bylaws, and represent the General Membership on behalf of the Organization.
3. The Board shall set the structure of the Staff by forming the Departments and Offices of the Organization.
4. The Board shall fix the hour and place of meetings, make recommendations to the Organization, and perform such other duties as are specified in these bylaws.
5. The Board shall maintain an official online chat for itself and trusted advisors. As of time of writing, this is a Telegram chat.
   • 1. Polls may be held in the Telegram Board chat and are as binding as a voice vote provided they a) have an absolute majority of Directors and are b) show how each Director voted.
   • 2. The following cannot be approved by Telegram poll and must be done at a live meeting: appointment/removal of Board members; or revision of bylaws
   • 3. The following shall require a live meeting if any Board member dissents within 24 hours of posting a text vote: approval of any contracts in excess of $1,000; or approval of any budget changes in excess of $1,000.

Section 6.03 — Elections

1. Seats on the Board of Directors shall be divided into two equally sized classes, so that one-half shall be filled by election every two years. Directors shall serve four-year terms.
   1. Elections for Class 1 of the Board of Directors shall take place every fourth year beginning in 2025.
   2. Elections for Class 2 of the Board of Directors shall take place every fourth year beginning in 2027.
2. The election shall utilize a single transferable vote system (STV) and there will be a single race to fill every available seat. All members of the Organization shall be eligible to participate.
   • 1. A retention election with two choices – “Yes” or “No” – will be held prior to the general election. Incumbent candidates who receive a majority for Yes will not have to compete in the general election for their seat.
   • 2. All elections – general and retention – will require participation by fifty (50) percent plus one of the eligible voting members to be valid. If turnout falls below this amount, the election’s results are void and the status quo continues.
3. The election shall be held by a three-person Elections Commission appointed by the Board and made up of persons who are not running for a Director position.
   1. If the Board fails to appoint an Elections Commission before the scheduled start of an election, the Chair of the Board, Secretary, and Treasurer shall make up the Commission. Please note that none of the three Officers shall be permitted to run for Director in such an election.
4. The general election shall begin thirty (30) days prior to the Annual Meeting and last until said meeting, unless all Directors had a majority saying Yes in the retention election, in which case the general election is cancelled.
   • 1. “Retention elections begin sixty (60) days prior to the Annual Meeting and last until seven (7) days prior to the General Election.”
5. The results of the election shall be announced by the commission at the end of the Annual Meeting.

Section 6.04 — Eligibility

1. To be eligible for elections, candidates for the Board of Directors must:
   1. Have previously served on the Organization’s Staff, or
   2. Have been a member of the Organization for the three years prior to the election.

Section 6.05 — Removal

1. A Director may lose their seat if they are found guilty of misconduct. A absolute supermajority of two-thirds vote by the Board of Directors, minus the accused, is required to remove a Director. The Board must call a special meeting with at least one week’s notice notifying the accused, and informing them of the specific investigation so they may build a defense
2. A Director may also be removed by a majority of the entire General Membership at a general meeting or by petition. Recall petitions must be submitted to the Secretary for verification.
3. Removal votes at regular Board meetings are expressly forbidden
4. Should a director miss two consecutive regular meetings, they shall receive a warning from the Secretary or another designated representative. If they miss a third consecutive meeting, their seat shall be declared automatically vacant and their removal from the Board of Directors.
5. Should a member receive a warning a second time within six months of the first, any absence within the next six months from the second warning shall result in their seat being declared automatically vacant and their removal from the Board of Directors.

Section 6.06 — Vacancies

In the case of a Director vacancy between elections, any member may submit their name to the Secretary for consideration at the next meeting of the Board of Directors. An appointed Director shall serve until the next scheduled election.

Article 7 — Committees

Section 7.01 — Executive Committees

1. The Board may create a division of the Organization and appoint a standing executive committee to lead said division. It shall be presided over by the Division Chair and shall consist of the Division Chair, the Heads of the Departments that fall under said Division, and any other members duly appointed by the Board of Directors.
   1. The division’s executive committee shall be authorized to create staff positions below those of a Board-appointed Officer. It shall also define the process by which such positions may be filled and dismissed, along with any other important procedures, in its Operating Policy, which shall be approved by the Board of Directors.
2. The divisions of the Organization shall consist of the LVFC Division, whose executive committee may alternatively be referred to as the “Convention Committee”, and the Community Events Division.

Section 7.02 — Special Committees

1. A special committee may be formed by a majority vote by the Board. At the establishment of the special committee, the Board shall choose a Director to chair the committee and it shall consist of members appointed by said chair and approved by the Board.
2. When deemed necessary, the Board may, by a majority vote, dissolve any special committee it creates.

Article 8 — Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Organization may adopt.

Article 9 — Amendments to Bylaws

Section 9.01 — Amendment Process

1. These bylaws may be amended at any meeting of the Board of Directors by a two-thirds vote.
2. Proposed bylaw amendments must be submitted to the Secretary prior to the meeting and attached to the notice of the meeting it will be considered.
3. Amendments will be recorded in the minutes of the Board meeting they were approved.
4. Upon passage, the Secretary will update the version of the bylaws kept on the Organization website.

Article 10 — Duties of the Officers

Section 10.01 — The Chair of the Board

1. The Chair of the Board of Directors shall be the presiding officer for the Board of Directors. The Chair shall:
   1. Ensure the execution of all motions and resolutions made by the Board of Directors.
   2. Preside all over meetings or appoint someone who shall; in absence of the Chair or an appointee, the Executive Director presides. In the absence of the Executive Director, the Chair of LVFC presides.
   3. Perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Organization.
2. The Chair of the Board may also adopt the title “Chairman”, “Chairwoman”, or “Chairperson” depending on their individual preference.

Section 10.02 — The Secretary

1. The Secretary shall be the primary record keeper of the Organization. The Secretary shall:
   1. Write and keep the minutes of Board of Directors meetings.
   2. Maintain and certify the membership ledger and a current copy of these bylaws in accordance with NRS 82.181.
   3. Maintain and certify all other records of the organization.
   4. Perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Organization.

Section 10.03 — The Treasurer

1. The Treasurer shall track and maintain the finances of the Organization. The Treasurer shall:
   1. Execute any financial transactions made by the Organization. 
   2. Give a report of all financial activities made on behalf of the Organization at every Board meeting.
   3. Perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Organization.
2. The Treasurer may, with the approval of the Board, appoint a Deputy Treasurer to assist in their duties.

Section 10.04 — The Executive Director

1. The Con Chair shall be the Chief Executive Officer and President of the Organization. The Executive Director shall:
   1. Ensure the execution of all motions and resolutions made by the Board of Directors.
   2. Act as or hire the registered agent for the Organization pursuant to NRS 82.193.
   3. Act as the Responsible Party of the Organization in matters concerning the Internal Revenue Service.
   4. Act as a liaison and primary contact between the Organization and any external entities, including the State of Nevada.
   5. Make a report to the Board of Directors about the state of the Organization.
   6. Perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Organization.

Section 10.05 — The Division Chair

1. The Division Chair shall be the chief of staff of their division and the presiding officer of the committee in charge of running said division.
2. The Chair shall:
   1. Make the final decision on urgent matters concerning their division.
   2. Supervise the Department Heads of their division.
   3. Make regular reports to the Executive Director as chief of staff for their division and a report to the Board of Directors as the chair of the division’s executive committee.
3. The Division Chair may, with the consent of the Board, appoint a Vice Chair to assist in their duties and act as Chair in their absence.
   1. The Board may alternatively appoint two co-chairs to a division.

Section  10.06 — Department Heads

1. The Department Heads, also known as the Department Directors, are the overseers of the Division’s Departments. Said Departments may be formed by the Board of Directors at any time. Department Heads shall:
   1. Oversee all other staff members and Volunteers who serve under the Head’s department.

Article 11 — Miscellaneous Provisions

Section 11.01 — Indemnification

The Organization shall indemnify all directors, officers, staff, and members against expenses pursuant to NRS 82.541.

Section 11.02 — Public Records

1. The Organization shall make accessible to all members of the Organization:
   1. The notices and minutes of all meetings of the Board of Directors.
   2. Records of all expenditures made by the Organization.
2. When publishing records, the Organization may redact names or substitute names with an alias known to all members of the Board of Directors, so long as said alias is consistent across meetings.
   1. A request for an un-redacted version of a public document may be made to the officer responsible for the record in question, who shall decide whether the request is to the benefit of the Organization and issue an un-redacted version of the document. Said officer may also, however, reject any such request for any reason unless required by law.

Section 11.03 – System Management Protocol

1. No system – financial, informational, operational, etc. – of the organization or convention’s can be migrated within 60 days of a convention barring Board approval.

2. No system which affects convention operations may be migrated without consulting the convention Chair so it may be reviewed and delegated to the appropriate department(s) for coordination.

Article 12 — Dissolution

This organization may be dissolved by a two-thirds vote of the Board of Directors or by action taken by the state of Nevada. Upon dissolution of this organization, all assets shall be liquidated and dispersed to three different 501(c)(3) charities to be decided at the final meeting of the Board of Directors.