Bylaws of the Association for Games & Puzzles International
(henceforth referred to as the “Organization”)
Approved by the membership on May 13, 2017
A. Membership Policies and Practices
A.1. Membership Period. Each membership lasts for twelve months provided the member remains in good standing.
A.2. Payment of Dues. A member must pay at least one year’s dues to join or renew.
A.3. Membership Household. Membership is valid for one household. That is, the dues are the same for either one person or two persons using the same address, and the application for membership can list one or both as members. However, the two shall have only one official vote unless both are members elected to the Board of Directors (“Board”). The household will receive only one copy of each publication. If both persons in one household wish to vote on matters of Organization business (and neither is elected to the Board), both may become individual members, each paying the appropriate annual membership fee and each receiving a copy of Organization publications.
A.4. New Membership Packets. Each new member will receive a welcome packet that will include his or her membership number and expiration date, plus other information as may be appropriate. The Organization will provide authorized members access to membership directory information.
A.5. Renewals. The Membership Chairperson will send renewal notices to all members prior to the expiration of their paid memberships. Each member is responsible for renewing in a timely manner.
B. Membership Privileges
B.1. Membership Levels. The Organization shall offer membership in levels, and may offer free trial memberships. Members receive benefits commensurate with the level paid for. The Board sets membership levels, including their annual fees and privileges, all of which appear on the Organization’s website. All levels will enjoy access there to general information regarding the Organization. Each member may post in authorized sections of the Organization’s website as he/she sees fit but must respect membership and website guidelines.
B.2. Convention. Specific levels of membership entitle attendance at the annual Organization convention at the rates stipulated for that convention. The convention is not open to nonmembers, other than guests accompanying convention members, guest speakers, and those attending in an official capacity. Members with voting privileges who attend general meetings may vote on issues presented for vote during such meetings.
B.3. Regional and Specialty Meetings. Members may attend any regional or specialty meetings or other Organization functions.
B.4. Publications. Members will receive all issues of Organization publications produced during the term of their membership commensurate with their levels of membership. Members may submit articles and requests for information for publication at the discretion of the Publications Editor(s). Members may advertise in a publication so long as the advertising request is consistent with the mission of the Organization (as defined in the Charter) and with the publication policies and advertising rates in effect at the time of submission.
B.5. Back Copies of Publications. Members and nonmembers may order back copies of Organization publications as available, for a fee including shipping.
B.6. Email mailing list. Every membership includes a subscription to the Organization email distribution list unless the member opts out of it.
C. Meetings of the Membership
C.1 Annual Convention. The meeting of the general membership will take place at the Organization’s annual convention. The Organization will provide advance notice of the convention to all members through its website, publications, and email messages.
C.2. Regional and Specialty Meetings. The organization encourages regional meetings and meetings devoted to specialized interests. These are open to the general membership, but do not provide a forum for holding general membership meetings or for taking votes. Organizers of regional and specialty meetings receiving Organization financial support or endorsement shall file reports of their meetings, expenditures, and income with the Treasurer, copying the Board.
D. Officers
D.1. Officers. The officers of the Organization shall be: President, Vice President, Secretary(ies) and Treasurer as elected by the members who are entitled to vote. All officers are voting members of the Board of Directors.
D.2. Term. Officer terms begin at one annual convention and end at the annual convention two years hence. There are no term limits for Organization officers.
D.3. Vacancy of Offices. If the President’s office becomes vacant, the Vice President becomes President and may appoint a new Vice President with approval from the number of Board of Directors required for a quorum. In the event the Vice President is unwilling or unable to assume the duties of the Presidency, the Board of Directors shall select a new President by a majority vote of the full Board. If another office becomes vacant, the President may appoint a member to fill it. The Board must approve this appointment.
D.4. Duties of the President. The President is responsible for overseeing the operations of the Organization and coordinating the activities of all other officers, directors, and committee chairpersons. The President or the Vice President in his/her absence shall preside over Board and general membership meetings.
D.5. Duties of the Vice President. The Vice President is responsible for assisting the President and for assuming the duties of the President in the event the President is not available to carry out those duties. The Vice President will also serve as an ombudsperson for the general membership.
D.6. Duties of the Secretary(ies). The office of Secretary may be divided into two offices: Recording Secretary and Corresponding Secretary. The Recording Secretary is responsible for taking minutes at all Board and membership meetings and distributing them to all Board members within one month. The Corresponding Secretary is responsible for answering inquiries from members and the general public, and for other correspondence as required by the President. In the event the Organization has only one Secretary, that person will act as Recording and Corresponding Secretary.
D.7. Duties of the Treasurer. The Treasurer is responsible for keeping all the Organization’s financial records; for developing, monitoring, and controlling its budget; for providing regular reports on its finances; and for filing documents required by any governmental bodies.
D.8. Banking. The Treasurer is empowered to make deposits of Organization funds into its accounts and pay the Organization’s expenses from its accounts. The President will also designate up to two Board members as signatories to the accounts. In special circumstances, the President may authorize members to open and manage other accounts to handle some Organization monies for specific purposes and for limited durations, such as for an annual convention.
D.9. Election of Officers. Since the President, Vice President, Secretary(ies) and Treasurer are elected for terms of two years, elections will take place every other year. In an election year the President will notify all voting members about the upcoming elections and encourage them to make nominations. The President or his/her appointed surrogates may also seek out candidates. After establishing which candidates are interested and willing to serve, the Board of Directors will make the final decisions on the slate of candidates. The Recording Secretary will prepare the official ballot and send it to all voting members. The Recording Secretary will tally the votes and announce the results at the annual convention.
E. Board of Directors
E.1. Responsibility. Sole management and control of the Organization shall reside with the Board of Directors, subject to the provisions of the Charter and Bylaws.
E.2. Composition. The Board of Directors shall consist of all elected officers, the Founder of the Organization, the Past President (per Section E.4), the Publications Editor(s), the Archivist, the Membership Chairperson, the Convention Planning Chairperson, the Current Convention Host, the Webmaster, the Web Content Manager, and up to three additional directors according to Section E.5 (below). All are voting members of the Board.
E.3. The Founder. The Founder of the Organization, Bruce Whitehill, is automatically a member of the Board unless he states in writing that he does not wish to accept this position.
E.4. Past President. The immediate past President, if a member of the Organization with voting privileges, will automatically become an unelected director for two years at the successful completion of his or her term as President. The immediate past President is a voting member of the Board.
E.5. Additional Directors. The Board may deem it advantageous to approve the appointment of up to three additional directors. The purpose of these directors may vary but also may reflect an intent to prepare for succession of an elected officer. The directors act as the President’s chief advisors, and are responsible for duties not covered by elected officers or committees. The President may appoint a director to any committee. The directors’ terms may vary, but shall not exceed three years.
E.6. Transitional Directors. Due to the 2017 revision of these Bylaws, there may ensue a three-year period during which more than three additional directors serve on the Board.
E.7. Directors Elected to Office. If a director is elected to an office, he/she must abdicate the position as director.
E.8. Vacancy of a Directorship. If a directorship becomes vacant, the President may appoint a member to fill it. The Board must approve this appointment.
E.9. Publications Editor(s). Editors are responsible for publishing items that are consistent with the scope of their publications and with the mission of the Organization that is defined in the Charter. Editors shall encourage both members and nonmembers to submit content for articles, requests for information, and advertisements for publication at the Editors’ discretion. The Editors, with input from the Board of Directors, shall set the overall look and feel of the publications and shall set rates for member and nonmember advertisements. The President, with the approval of the Board, appoints the Publications Editor(s).
E.10. Archivist. The Archivist is responsible for the acquisition, storage, organization, and maintenance of the Organization’s holdings. The Archivist shall consult the Board concerning which of its holdings do not require retention, including any potential donations to another nonprofit institution. When a member of the Board or a committee chair steps down from a position, the Archivist shall contact that person with the goal of transferring to the Archives all important Organization files. The Archivist is also responsible for selling back issues of publications and Organization memorabilia, as they are available. The President, with the approval of the Board, appoints the Archivist.
E.11. Membership Chairperson. The Membership Chairperson is responsible for membership development and retention, for keeping records of all past and current members, and for sending renewal notices to existing members on a timely basis. The Chairperson is also responsible for the membership database and for updating membership directory information. The President, with the approval of the Board, appoints the Membership Chairperson.
E.12. Duties of the Convention Planning Chairperson and the Convention Host. The Convention Planning Chairperson is responsible for identifying suitable locations and hosts for future conventions. The Convention Host is responsible for planning the upcoming convention, with the aim of making it relevant for Organization members and appropriate to its goals. The host normally seeks advice from prior hosts and works closely with appropriate Board members on issues of finance and publicity. The President, with the approval of the Board, appoints the Convention Planning Chairperson and Convention Host.
E.13. Webmaster. The Webmaster is responsible for establishing, maintaining, and updating the technical infrastructure and operations of the Organization’s website. The Webmaster is responsible for: ensuring that the website domain name registration is current; selecting, monitoring, and updating website hosting services and website content management software employed on the website; and assisting authorized members in gaining access and posting content to the website. The President, with the approval of the Board, appoints the Webmaster.
E.14. Web Content Manager. The Web Content Manager is responsible for identifying and selecting content for use on the Organization’s website, working with members to prepare and review submitted content, and posting and updating content on the Organization’s website, consistent with the mission of the Organization that is defined in the Charter. The President, with the approval of the Board, appoints the Web Content Manager.
F. Board of Directors Meetings
F.1. Annual Meetings. The Board of Directors will meet once a year at the annual Organization convention. The President, or in his/her absence the Vice President, is responsible for calling and presiding over these meetings. A quorum is necessary to effect policy.
F.2. Agenda. To place an issue on the Board meeting agenda, a Board member should inform the President two weeks before the convention starts.
F.3. Special Meetings. The President may call a special Board meeting at any time by notifying all members of the Board. The Board cannot effect policy unless a quorum is present, or in the case of special meetings by mail, telephone, or electronic means, unless consent to the meeting has been received from enough Board members to constitute a quorum.
F.4. Quorum. Fifty-one percent (51%) of the full Board of Directors shall constitute a quorum.
F.5. Attendance at Board Meetings. The Organization expects all members of the Board of Directors to attend the annual Board meeting. It also expects any additional committee chairpersons to attend Board meetings but without voting privileges. All chairpersons, Publication Editor(s), the Treasurer, the Webmaster and the Archivist should submit annual reports to the Board describing the activities in their respective areas.
F.6. General Members at Board Meetings. Board meetings are not open to the general membership.
G. Committees and Committee Chairs
G.1. Executive Committee and Its Duties. The President chairs the Executive Committee, which consists of the President, Vice President, Secretary(ies), and Treasurer. The Executive Committee also serves in the role of the Ethics Committee. It is responsible for updating and publicizing the Organization’s Code of Ethics, and for mediating any complaints between members, or between members and nonmembers, using the Code of Ethics as a basis for mediation. The Executive Committee has the power to dismiss from the Organization a member who violates its Code of Ethics.
G.2. Other Committees. The primary standing committees within the Organization are: Publicity, Convention Planning, and Membership. The President may establish other special committees as necessary. The President shall appoint a chairperson for each committee. Chairpersons in turn may select members to serve on their respective committees. Sections E.11 and E.12 (above) define the duties of the Membership Chairperson and Convention Planning Chairperson, respectively.
G.3. Duties of Publicity Chairperson. The Publicity Chairperson is responsible for ensuring that Organization events receive adequate publicity and disseminating general information about the Organization to the general public.
G.4. Additional Chairpersons. The President may appoint any other chairpersons as necessary, and they in turn may select members to serve on their respective standing or special committees. There is no limit to the number of persons who may serve on any committee.
H. Checks and Balances
H.1. Presidential Right to Revoke Appointments. Since the President makes all appointments, the President may, at any time, revoke the appointment of any individual not elected to office.
H.2. Removal of Board Member. The Board of Directors, including the President and all elected officers and directors, may remove a Board member from his or her position of responsibility. Such removal requires a written ballot with seventy-five percent (75%) approval of the full voting Board membership.
I. Amendments
I.1. Amendments to Bylaws. The Board of Directors must first approve any proposed amendment to these Bylaws. The President or designated party shall send the proposed amendment and the ballot to all members eligible to vote. Voting instructions shall state that all ballots must reach the Board’s designated party within twenty one (21) days from the date of sending the proposed amendment and may request an earlier, nonbinding date. The amendment passes if sixty percent (60%) of the returned ballots approve it.
