The Amended Bylaws of the Board of Directors

of the SeaDog Nation Inc. Not For Profit.

Article I – Name and Purpose

Name
  1. The name of the organization shall be SeaDog Nation, Inc. It shall be a not for profit organization incorporated under the laws of the State of Oregon.
Purpose
  1. SeaDog Nation was created for the purpose of organizing and running events focused on reenacting historical pirate and gypsy themes.

Article II – Membership

Membership : Membership shall consist of the following categories
  1. Board of Director Membership : The board of directors shall be members for the entire duration of their term, as well as for 380 days following the end of their term.
  2. Staff Membership : All staff of any Seadog Nation event shall be a member from the start of the event they staff and then for 380 days following the end of the event they staff.
  3. Pre-registration Membership : Pre-registration at a Seadog Nation event, shall include membership from the start of the event pre-registered for and shall last for 380 days after the end of the event pre-registered for.
  4. At Gate Membership : Paying at gate of a Seadog Nation event shall include membership from the start of the event paid for, and shall last for 30 days after the end of the event paid for.

Article III – Board of Directors

Board role, size and compensation
  1. Role : The board of directors is responsible for overall policy and direction of the organization as well as delegating responsibility to the staff of the events it runs.
  2. Size: The board of directors shall consist of between five (5) to seven (7) voting members and no more than four (4) non voting members.
  3. Compensation : The board of directors receives no compensation except as outlined in appropriate policies.
Terms
  1. Member of the Board shall serve five (5) year terms, and are eligible for re-election for up to ten (10) consecutive terms.
Meetings and notice

1. The board shall meet at least quarterly through a video conference.

At each meeting, the next meeting’s date, time and medium shall be determined.

Otherwise, notice to include date, time and medium used will be given at least two weeks prior to the meeting by the secretary to the board members.

2. The last meeting of the fiscal year shall be designated as the Annual Meeting.

3. Special meetings of the board shall be called upon the request of the chair, vice-chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least 48 hours in advance.

Board elections
  1. During the Annual Meeting the board of directors shall elect Directors to replace those who terms will expire at the end of the fiscal year.
Election procedures
  1. New directors shall be elected by a majority vote of directors present at the appropriate meeting, providing there is a quorum present.
  2. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Quorum
  1. A quorum must be attended by at least fifty (50) percent of the board members for business transactions to take place and motions to pass.
Officers and Duties
  1. There shall be four officers of the board, consisting of a chair, a vice-chair, a secretary, and a treasurer. Their duties are as follows :

a) Chair : The chair shall convene regularly scheduled board meetings, shall preside over these meetings or arrange for another board member to preside over those meetings.
b) Vice-chair : The vice-chair shall chair committees on special subjects as designated by the board.
c) Secretary : 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 the minutes and agenda to each board member, and assuring that corporate records are maintained.
d) Treasurer : The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in preparation of the budget, and make financial information available to the board members.

2. All officers of the board are required to attend every monthly meeting.

a) Attendance may be counted through a proxy that is accepted by the attending board members.
b) Attendance may be counted through a report accepted by the attending board members.

Vacancies
  1. When a vacancy on the board exists mid-term, a designated board member must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Resignation
  1. Resignation from the board must be in writing and received by the secretary.
Termination
  1. A board members may be terminated from the board by a unanimous vote of the other board members under the following circumstances :

a) A current board member calls for a vote of no confidence.
b) A petition of no confidence regarding a current board member is signed by at least 1/3rd of the current membership.

2. A board member terminated under this clause may have his membership in the Seadog Nation terminated, effective on the date of the vote, if the board so chooses by second unanimous vote as directed in Article V. J.

Article IV – Committees

  1. Committee formation : The board may create committees as needed, such as fundraising, public relations, data collection, etc. The board chair appoints all committee leaders.
  2. Finance Committee : The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members.

Article V – Operations

  1. Fiscal Year : The fiscal year shall follow the calendar year.
  2. Salaries and other compensations shall be fixed from time to time by resolution of or in the manner determined by the board.

Article VI – Amendments

  1. Amendments : These bylaws may be amended when necessary by a four-fifths majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws were amended and approved at a meeting of the board of directors by a five (5) Aye Zero (0) Nay vote on 07 February 2018.

Secretary Rachel Gardner Date 02/07/18