Bylaws of The Society Co-Op, LLC
Article I. NAME
The name of the organization is The Society Co-Op, LLC, D.B.A “The Society”, hereinafter referred to as The Society
Article II. PURPOSE
The Society is a pansexual BDSM organization that strives to foster a spirit of unity within the kink communities and with others sharing our common interests. The Society endeavors to provide a safe haven for the gathering of like-minded individuals for socialization and education.
Article III. Member and Virtual Member
3-1 Definition
The Society is organized and operated as a workers’ Co-Op. The Society consists of Members and Virtual Members
3-2 Categories of Members.
- The following are the categories:
- Member of the Co-Op (aka “Member)
- Lifetime Member of the Co-Op (aka “Member”)
- Compensatory Member of the Co-Op (aka “Member)
- Virtual Member of the Co-Op (aka “Virtual Member”)
3-3 Definition of: Member in Good Standing
- To be deemed in good standing, the holder of any category must be current on all eligibility requirements for that category and current on all membership dues.
Any person who is under suspension from The Society in any physical or virtual space is deemed to not be in good standing for the duration of their suspension.
3-4 Revenue
- The Board shall establish and regulate annual dues and door fees.
- Class and event fees shall be established by the board and/or events and education chairs. Class fees can be negotiated on a case by case basis depending on the needs and requirements of the presenters or event.
3-5 Eligibility to Join or Renew Membership
Eligibility to Join
- A person is eligible to apply to become a Member once all of the following conditions are met:
- Individual shall be verified to be 21 years of age or older
- Individual is not currently barred from any Society space, both in person or virtual.
- Individual shall agree to be bound by and behave in accordance with: the By-laws, the Code of Ethics, and the rules and policies of The Society spaces, both in person and virtual.
- Individual shall pay annual dues as established by The Society
- Individuals shall attend The Society 101 class which includes orientation, etiquette and consent.
- Individuals must pass a basic background check.
- Individuals must be vetted in one of the following way
- Individuals with visits recorded on Guest Cards from March 1, 2019 through December 31, 2020 that possess a minimum of two visits or 1 visit and the 101 class may apply for membership upon completion of an equivalent alternative by (date to be inserted 6 months from the effective date).
- Missing 101 class: attend a current 101 class offered by The Society.
- Missing 1 visit: complete 1 of the following.
- attend an in person event hosted by The Society and have your card signed by a Board Member or event host.
- participate in an interview with a Board Member (cannot be in a dynamic or relationship with the Board Member conducting the interview).
- Missing 2 visits: complete 1 of the following.
- attend 2 in person events hosted by The Society and have your card signed by a Board Member or event host.
- attend 1 in person event hosted by The Society and have your card signed by a Board Member or event host and participate in an interview with a Board Member (cannot be in a dynamic or relationship with the Board Member conducting the interview).
- Individual shall
- attend 2 in person events hosted by The Society and have your card signed by a Board Member or event host.
- Participate in an interview with a Board Member (cannot be in a dynamic or relationship with the Board Member conducting the interview).
- Submit the name of 1 Society Members in good standing to sponsor them for membership..
- A person is eligible to become a Virtual Member once the following conditions have been met:
- Individual shall be verified to be 21 years of age or older through the established Verification process.
- Individual is not currently barred from any Society space, both in person or virtual.
- Individual shall agree to be bound by and behave in accordance with: the By-laws, the Code of Ethics, and the rules and policies of The Society spaces, both in person and virtual.
- Individual shall pay annual dues as established by The Society.
- Individuals shall attend The Society 101 class which includes orientation, etiquette and consent.
- Individual shall submit the name of 1 Society Members in good standing to sponsor them for membership.
Renewal of Membership
- Individual is not currently barred from any Society space, both in person or virtual.
- Individual shall agree to be bound by and behave in accordance with: the By-laws, the Code of Ethics, and the rules and policies of The Society spaces, both in person and virtual.
- Individual shall attend the most recent “The Society 101” class prior to or no later than 90 days after their renewal.
- Submit the established annual membership dues.
3-6 Rights and Privileges
All categories of Members and Virtual Members shall be entitled to:
- Review all current minutes, financial reports, newsletters and publications of The Society which will be made available on The Society’s Website.
- Attend Events and Classes hosted by The Society at a discounted rate.
- Vote per their established Membership category.
- Access Member only events and virtual spaces.
3-6.1 Member
- A Member shall be granted voting rights within 30 days following acceptance by the Board of their request to become a member, provided they remain in good standing.
- Members have voting rights at Town Meetings, Special Meetings, By-laws changes, and as prescribed by the Board.
- Members shall have the ability to serve as Committee Chair.
- Members have the privilege to run for the Governance Panel upon meeting the requirements of section 4-2 relating to Governance Panel Eligibility.
3-6.4 Virtual Members
- A Virtual Member shall be granted voting rights within 30 days following acceptance by the Board of their request to become a virtual member, provided they remain in good standing.
- Virtual Members have voting rights at Town Meetings, Special Meetings, By-laws changes, and as prescribed by the Board.
- Virtual Members shall have the ability to serve as Committee Chair.
3-6.2 Lifetime Member
- A Lifetime Membership is granted at the discretion of the majority of the Board
- Lifetime Members shall pay no dues.
- Any person granted Lifetime Membership shall be allowed full recognition of status regardless of future organizational changes.
- Lifetime Members have voting rights at Town Meetings, Special Meetings, By-laws changes, and as prescribed by the Board.
- Lifetime Members shall have the ability to serve as a Committee Chair.
- Lifetime Members have the privilege to run for the Governance Panel upon meeting the requirements of section 4-2 relating to Governance Panel Eligibility.
3-6.3 Compensatory Member (Comp Member)
- At the beginning of each new Board term, the Board shall set forth the policy for compensatory memberships for the current term of office (1 year).
- Compensatory Members shall have their membership fees waived
- Based on the needs of the Compensatory Member and the Society, the Board may reduce or waive all door and class fees for Compensatory Members or leave them unchanged.
- A Compensatory Member (Comp Member) shall have the same rights and requirements as the membership category being granted.
3-7 Removal of status
- No holder of any membership status may be removed from the organization, except by 2/3rds vote of Members present at either a Special or Town Meeting.
- In the event of removal no refunds shall be given.
3-8 Voluntary Termination of Membership Status
- All voluntary terminations of Membership Status must be submitted in writing to the Board.
- No refunds shall be given in the event a Member chooses to terminate their membership.
3-9 Meetings
3-9.1 Town Meetings
- All formal business shall be conducted at Town Meetings.
- Town Meetings will be held a minimum of once per month.
- Minutes of the meeting will be recorded and posted to the website.
- An agenda for each Town Meeting shall be posted to the website at least 24 hours in advance of the meeting. This shall include a review of recent decisions by the Board, Ombudsperson's concerns, Old Business, and New Business.
- Town Meetings are open to all categories of attendees, voting shall be restricted to those who hold a member status.
- At the end of the new business segment of the Town Meeting, but prior to its completion, anyone holding member status can propose new business to be added to the next Town Meetings agenda.
- A vote of 50% plus one (1) of Members in attendance moves the motion forward to the next Town Meeting agenda.
- The Ombudsperson may add items to the Town Meeting agenda directly on behalf of the membership.
3-9.2 Special Meetings
A Special Meeting may be convened outside of the monthly Town Meetings. The following regulations apply for Special Meetings.
- No business may be transacted at a Special meeting except that for which it was convened.
- Notice of a Special Meeting must include the scope and purpose for the meeting.
- Minutes of the meeting will be recorded and posted to the website.
- Notice of a Special Meeting must be posted no less than 24 hour in advance of the meeting time on the website.
- If the scope and purpose of a Special Meeting relates to a change of Membership Status no less than one weeks notice in advance of the meeting must be posted to the website.
3-10 Voting
- The vote of 50% plus one of the Members present at a Town Meeting shall constitute an action by The Society, except when prescribed by another section or stated otherwise in the By-laws.
- Use of online voting will be authorized at the discretion of the Board.
Article IV. GOVERNANCE PANEL
4-1 Definition
- The Society is governed by a panel of seven (7) people: A Board of Directors consisting of six (6) persons and the Ombudsperson representing the membership.
4-2 Eligibility
- A Member is eligible to be nominated for a Board position or Ombudperson providing they are in good standing for a minimum of one (1) year as of July 1st.
4-3 Election of Board Members
- Elections shall be held annually.
- Each term shall be for a two (2) year period.
- Each year a minimum of three (3) Board members shall be elected.
- Nominations for the regular election for the Board will be accepted during the Town Meeting in May.
- Regular Elections will be held during the Town Meeting in June.
- The Board members will be seated July 1st.
- Election of Board members shall be by secret ballot.
- Online voting by Members shall be permitted.
- Board members who resign may be replaced in accordance with the section on Vacancies.
4-4 Election of Ombudsperson
- Elections shall be held annually.
- The Ombudsperson is the only position on the Governance Panel that is directly elected by the voting members.
- Each term shall be for a one (1) year period.
- Nominations for the regular election of the Ombudsperson will be accepted during the Town Meeting in May.
- Regular Elections will be held during the Town Meeting in June.
- The Ombudsperson will be seated July 1st.
- Election of the Ombudsperson shall be by secret ballot.
- Online voting by Members shall be permitted.
- An Ombudsperson who resigns may be replaced in accordance with section 4-13 Vacancies.
4-5 Terms
- Board Members will be limited to serve two (2) consecutive terms.
- Ombudsperson will be limited to serve four (4) consecutive terms.
- Partial terms due to vacancies are considered full terms for this purpose unless they meet the following criteria:
- Board Members serving a partial term of six (6) or less months are not considered to have served a full term.
- Ombudsperson having served three (3) or less months is not considered to have served a full term.
- Members ineligible for re-election due to term limits become eligible to run for a Governance Panel position again after a one (1) year hiatus.
4-5.1 Attendance at Board Meetings
Members of the Governance Panel must attend a minimum of half of the scheduled Board meeting within a 12 month period. Any Governance Panel member who falls below the threshold may be subject to removal per section 4-11 Removal of a member of the Governance Panel Procedure.
4-6 Assignment of Board Positions
- The assignment of Board positions shall occur annually on July 1st
- Assignment of positions shall be at the discretion of the majority of the board.
- Reassignment of Board positions may occur due to resignation of a Board Member or other situation that affects a Board Member's ability to perform their duties.
4-7 Officers
4-7.1 Chairperson of the Board (Facilitator)
- Acts as the legal signatory and agent as needed.
- Serves as the public face of The Society.
- Approves publications and official communications.
- Coordinates with Governance Panel on the affairs of the organization
- Serves as Chair for meetings.
- Reviews and coordinates the responsibilities of Governance Panel Members
4-7.2 Vice-Chair of the Board (Co-Facilitator)
- Performs the duties of the Facilitator as needed in their absence.
- Coordinates with the Governance Panel on the affairs of the organization.
- Acts as primary coordinator of committee chairs.
- Oversees committees necessary for the running of the organization in the absence of the Chair
4-7.3 Treasurer
- Oversees the financial matters of the organization.
- Acts as the custodian of the organization's assets.
- Maintains all financial records, including reports, bank records, receipts, tax documents, disbursement of monies, and any additional documents pertinent to the finances of the organization.
- Oversees cash operations and day-to-day financial activity.
- Oversees the collection of dues
- Oversees bookkeeping and tax-related activities.
- Provides the Bookkeeper with all relevant financial information associated with the business and other items per the bookkeeper’s requests.
- Oversees the preparation of the annual budget
- Prepares monthly and annual financial reports for presentation to the membership, which are to be placed on The Society’s website three (3) days prior to the Town Meeting.
4-7.4 Archivist
- Maintains all pertinent documents of the organization, (e.g., corporate papers, insurance records, lease, by-laws, policies, rules, meeting minutes, historical documents, standard operating procedures, contracts, current and past lists of the membership).
- Maintains accessible copies of all pertinent documents.
- All documents shall contain an effective date wherever possible.
- Distributes agendas prior to meetings.
- All said information is stored in an orderly fashion on the Society Property. The Archivist will be audited by-yearly by the Secretary to ensure said information is being maintained.
4-7.5 Secretary
- Oversees the administration of membership tasks.
- application process of new members
- renewal process of existing members
- issuing of membership cards.
- Oversees the maintenance of current membership lists.
- Oversees the security and confidentiality of membership lists and pertinent documents of the organization with respect to legal names, mailing addresses, and e-mail addresses.
- Verifies that any access to the membership list by other board members is for official Society business purposes only.
- Oversees the maintenance of current postal and email address lists.
- Takes a written record of the business conducted at all meetings, which are to be placed on The Society’s website three (3) days prior to the Town Meeting.
4-7.6 Member at Large
- Assists other officers in their duties as needed.
4-7.7 Ombudsperson
- Acts as a liaison between the Board and the membership.
- Serves on the Governance Panel.
- In a Board vote resultings in a tie, the Ombudsperson will cast the tie breaking vote.
- May directly add Member concerns to the Town Meeting agenda.
4-8 Utilization of Labor
4-8.1 Authorization
- The Board is authorized to utilize and oversee the volunteer assistance of the membership and/or attendees to meet the operational needs of the organization.
4-8.2 Conclusion of Service
- At the conclusion of any volunteer’s service, all assets (e.g., intellectual property, digital accounts, passwords, keys, and materials) of The Society in their possession shall be returned to the Governance Panel.
- All online files and emails shall be turned over in their entirety.
- Failure to turnover properly will result in the former volunteer being held financially responsible for the costs of recovery.
4-9 Committees
- The Board shall create and maintain committees as required to conduct the business of The Society.
- Committee Chairs shall be appointed by the Board annually.
- Any member in good standing may serve as a committee chair or committee member.
- All Committee Chairs shall make reports as needed to the Co-Facilitator.
- All Committee chairs serve at the discretion of the Board and may be removed at any time.
4-10.1 Board Meetings
- Board Meetings will be held a minimum of once per month.
- The agenda will include approval of minutes from the last Board meeting, old business, new business, committee reports, review of motions by the membership, and composing the agenda for the upcoming Town Meeting.
- Minutes of the meeting will be recorded.
4-10.2 Special Meetings
- Special Meetings can be held at the discretion of the Board.
- No business may be transacted at a Special Meeting, except that for which it was convened.
- Minutes of the meeting will be recorded and posted as part of the regular Town Meeting approval of minutes.
4-10.3 Emergency Board Meetings
- Emergency Board Meetings can be held at the discretion of any Governance Panel Member.
- No business may be transacted at an Emergency Board Meeting other than that for which it was convened.
- Minutes of the meeting will be recorded and posted as part of the regular Town Meeting approval of minutes.
4-11 Removal of Members of Governance Panel
4-11.1 Initiation of Removal
4-11.1.1 By action of the Board
- Any one Governance Panel member can make a motion for the removal of another Board member.
- To initiate the motion for removal, a majority vote of the Governance Panel members, will be required.
- There can be no abstentions on this; all Governance Panel members, with the exception of the Board member in question, must vote.
- This action is not required to be an agenda item, or part of a scheduled meeting.
- For the vote to proceed, all voting Governance Panel members must be present. The use of conference calls and video-conferencing is permitted.
- A record of the vote will be maintained.
- Vote must be unanimous for removal to proceed.
- Once the vote is complete, the individual in question must be notified as soon as possible, regardless of the outcome of the vote.
- If a unanimous vote for removal occurs, all responsibilities of the Governance Panel member in question are immediately suspended, and the Governance Panel will re-assign officers as necessary.
- All assets will be collected upon suspension, pursuant to 4-14 Conclusion of Term.
- The permanent removal of the Governance Panel member in question will then be brought to the Member for vote.
- Removal proceedings may take place no less than 5 days after receipt of notification, at a Special Town Meeting, or at the next Town Meeting if receipt cannot be obtained
4-11.1.2 By action of a Member
- Any Member can initiate a motion for the removal of a Governance Panel member at a Town Meeting.
- A 50% plus one (1) vote of Members present will place this on the agenda for the next regular Town Meeting.
- If the motion then passes, all responsibilities of the Governance Panel member in question are immediately suspended, and the Governance Panel will re-assign officers if necessary.
- All assets will be collected upon suspension, pursuant to section 4-14 Conclusion of Term.
4-11.1.2.2 – Removal proceedings at the Town Meeting
- Removal proceedings will take place at a Town Meeting
- A vote of 2/3rds of Members present is required to remove the Governance Panel member.
- The Governance Panel member may represent themselves or appoint representation to speak before the membership on their behalf.
- If the removal of a Governance Panel member is initiated by a Member, that Member or a representative that they designate shall be present at the removal proceedings to direct the motion, or the motion shall be dismissed.
- If the Governance Panel member is not removed by the Members, they shall be reinstated immediately to all rights and responsibilities of their position.
4-12 Resignation
- Any Governance Panel member may resign by giving written notice to the Governance Panel.
- Resignations shall take effect no later than thirty (30) days from date of notice.
.4-13 Vacancies
- Vacancies on the Governance Panel shall be filled for the remaining term by special election within two (2) Town Meetings.
- Elections for vacant Governance Panel seats shall be for an “Open Board Position” rather than a specific role.
4-14 Conclusion of Term
- At the conclusion of any Governance Panel members’ duties, all assets (e.g., intellectual property, digital accounts, passwords, keys, and materials) of The Society in their possession shall be returned to the Governance Panel.
- All online files and emails shall be turned over in their entirety.
- Failure to turnover properly will result in the former Governance Panel member being held financially responsible for the costs of recovery.
4-15 Review of Board Decisions
- The Board is authorized to make decisions essential to normal business operations at its discretion.
- Board decisions not specifically addressed elsewhere in the By-Laws will be ratified by simple majority vote of Members present at the earliest available Town Meeting.
- Board meeting minutes (except executive sessions) must be made available for review within 3 days of the next Town Meeting.
4-15.1 Review of Rule and Policy Changes:
- The Board shall create and amend policies and rules as required for the running of the Society.
- No policy or rule shall be considered permanent until such time as it has been given a full discussion and voted on as a separate and individual agenda item at the next Town Meeting, being approved by a majority vote.
Article V. FISCAL RESPONSIBILITY
5-1 Fiscal Year
- The fiscal year shall run from July 1 through June 30, in conjunction with the annual seating of Board members.
5-2 Authorization
- The Board is authorized to manage the financial affairs of the organization.
5-2.1 Bookkeeper
- The Bookkeeper will be Elected by the membership.
- The Bookkeeper is not a Governance Panel member and has no vote in Governance Panel operations.
- Each term shall be for a two (2) year period.
- Nominations for the regular election for the Bookkeeper will be accepted during the Town Meeting in May.
- Regular Elections will be held during the Town Meeting in June
- The Bookkeeper will be seated July 1st. The Preceding Bookkeeper to work with the incoming Bookkeeper for a minimum of one (1) month to transition.
- Election of the Bookkeeper shall be by secret ballot.
- Online voting by Members shall be permitted.
- Bookkeepers who resign may be replaced in accordance with the section on Vacancies.
5-2.2 Bookkeeper Duties
- Works with the Treasurer on financial matters of the organization.
- Is given access to and maintains all financial records, including reports, bank records, receipts, tax documents, disbursement of monies, credit card statements, and any additional documents pertinent to the finances of the organization.
- Works with the Treasurer to prepare monthly and annual financial reports for presentation to the membership.
- Oversees bookkeeping and tax-related activities.
- Records cash operations and day to day financial activities.
- Records the collection of dues.
- Has reports ready for Board and Town Hall Meetings
5-2.3 Eligibility
- A Member is eligible to be nominated for Bookkeeper provided they are in good standing for a minimum of one (1) year as of July 1st
- Have shown skill for bookkeeping.
5-2.4 Terms
- There are no term limits for this position.
5-3 Financials
5-3.1 Budgeting
- Monthly discretionary spending will be limited to the continued operations of the online infrastructure and costs of presentations and presenters.
- The primary operating account should hold a reserve amount equivalent to three months operating expenses.
- Funds in excess of three months operating expenses will be placed in a savings account until such time as a financial plan and policy are put in place.
- Any amount of money exceeding one months operating expenses taken from the reserve account will require a majority vote of the members in attendance at a Town Meeting, a Special Meeting, or Emergency meeting
- An exception to this cap is to enlist the services of a financial planner and attorney for restructuring
.5-3.2 Special Events/Funding
- Online or in person fundraisers will be held following a cost/benefit analysis of the fundraising by the Board subject to a review by the membership.
Article VI. LIABILITY
- The liability of the Board of Directors, the Member and the Associates of The Society for monetary damages, civil, and criminal liability, shall be limited to the fullest extent permissible under law.
Article VII. RULES OF ORDER
- Robert’s Rules of Order shall govern The Society in all cases where they apply and in which they are not inconsistent with the By-Laws or the special rules of order of The Society.
Article VIII. AMENDMENTS
8-1 Regular Amendments
- By-laws are to be reviewed once per year for consideration of amendments.
- Motions for amendments to the by-laws of The Society shall be made at the Town Meeting in March.
- Proposed amendments are ratified at the Town Meeting in April.
- a 2/3rds vote of the Members shall be needed for an amendment to pass..
- Online voting by Member shall be permitted.
- All changes shall go into effect on July 1st.
8-2 Special Amendments
Should the Governance Panel determine that an additional cycle of proposed amendments and their ratification be necessary, the following criteria must be met.
- By-law amendments must be an agenda item over the course of the next two (2) Town Meetings.
- Online voting by Members shall be permitted.
- A 2/3rds vote of the Members shall be needed for an amendment to pass
- Amendments made under this provision shall go into effect on the 1st of the next month.
Article IX. MEDIATION
9-1 Person or persons found in violation of The Society Bylaws, Rules or Policies shall be subject to Mediation, Investigation by the IRT, Discipline, and or removal as Member as proscribed in section 3-7.
Article X. APPORTIONMENT OF EARNINGS AND LOSSES
- In the event of net-earnings at the end of the fiscal year, earnings shall be apportioned in the following manner:
- Investments in accordance with the financial plan
- Money in excess of the financial plan shall be distributed in the form of scholarships and comps for events or classes.
- Losses will not be apportioned or charged to Members.
Article XI. REORGANIZATION
- In the event of reorganization of The Society, by business structure or name, all assets shall transfer to the new organization.
Article XII. DISSOLUTION OF ORGANIZATION
- VOLUNTARY
- Voluntary dissolution must be approved by a 2/3rd vote of Members.
- Online voting by Members shall be permitted
- A panel shall be appointed by the Board to keep and maintain all business records in accordance with any State and Federal laws.
- The panel shall maintain all bank accounts and keep statements and records of said accounts.
- Assets will be liquidated and all money will be placed in an escrow account for a minimum of 12 months after which the panel will oversee the distribution of assets through donations to local lifestyle or charitable organizations.
- Losses will not be apportioned or charged to Members.
- INVOLUNTARY
- In the event of an involuntary dissolution (ie. Bankruptcy, Litigation, or state enforced dissolution of The Society), the board shall oversee the liquidation of all assets.
- A panel shall be appointed by the Board to keep and maintain all business records in accordance with any State and Federal laws.
- The panel shall maintain all bank accounts and keep statements and records of said accounts.
- Assets will be liquidated
- Money will be placed in an escrow account for a minimum of 12 months after which the panel will oversee the distribution of assets through donations to local lifestyle or charitable organizations.
- Losses will not be apportioned or charged to Members.
Article XIII. Legal Scope
Where these operating procedures are in conflict with State or Federal statutes, the relevant State or Federal Statute shall prevail and the operating procedures will be adjusted accordingly to comply with any current Statues.
Proposed Bylaws of The Society Co-Op, LLC July-October 2022 by Dahlia, Member at Large