Society Bylaws Archive

Bylaws of The Society Co-Op, LLC
Amended by vote on 11/15/2020, to be effective 12/01/2020 thru 1/31/2023

Article I. NAME

The name of the organization is The Society Co-Op, LLC, D.B.A “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 strives to provide a safe haven for the gathering of like-minded individuals for socialization and education.

Article III. MEMBER-OWNERS AND ASSOCIATES

3-1 Definition

The Society is organized and operated as a workers’ Co-Op. The Society consists of Member-Owners and Associates.

3-2 Eligibility

A person is eligible to apply to become a Member-Owner or an Associate once all of the following conditions are met:

* Individual shall be 21 years of age or older

* Individual shall agree to be bound by and behave in accordance with the Rules, Policies and By-laws of The Society

* Individual shall agree to be bound by and behave in accordance with the Code of Ethics of The Society

* Individual shall pay annual dues as established by The Society

*Individual shall attend The Society 101 class which includes orientation, etiquette and consent.

*Individual must pass a basic background check.

* Individual shall attend The Society’s Space for 3 separate visits within a 1 year period in accordance with the guest visitor policy

3-3 Dues

The Board shall establish and regulate annual dues. 

3-4 Rights and Privileges

All categories of Member-Owners and Associates shall be entitled to review all current publications, newsletters and minutes of The Society. Copies of minutes, membership publications, Rules, Policies and By-Laws are available online at The Society’s website. Reasonable accommodation for paper copies will be made upon request. Information requests presented in writing to the Board shall be answered in a timely fashion not to exceed two (2) months from date of request.

3-5 Categories of Member-Owners and Associates.

The following are the categories:

          1. * Member-Owner
          2. * Associate of the Co-Op (aka “Associate”)
          3. * Lifetime Member-Owner
          4. * Honorary Associate
          5. * Compensatory Member-Owner
          6. * Compensatory Associate

To be deemed in good standing, the holder of any category need only be current on all requirements for that category at that time as well as being current on all membership dues. Any person who is under suspension is deemed not to be in good standing for the duration of their suspension.

3-5.1 Member-Owners

A Member-Owner shall have voting rights at the next regular meeting following acceptance by the Board of their request to change status, provided they remain in good standing. Member-Owners have voting rights at Town Meetings, Special Meetings, By-laws changes, and as prescribed by the Board. Member-Owners may opt to become Associates effective immediately by submitting written notice to the Board. 

3-5.2 Associate of the Co-Op

Associates have no voting rights. Associates can change their status to Member-Owner at any time with written notice to the Board. All rights of a Member-Owner are effective upon the date in the written notice

3-5.3 Lifetime Member-Owner

A Lifetime Member-Owner has voting rights. A Lifetime Member-Owner pays no dues. Any person granted Lifetime Membership shall be allowed full recognition of status regardless of future organizational changes. A Lifetime Membership is granted at the discretion of the majority of the Board.

3-5.4 Honorary Associate: 

An Honorary Associate has no voting rights. An Honorary Associate has no dues requirement. Honorary Associate status is granted for a period of one (1) year, at the discretion of the majority of the Board.

3-5.5 Compensatory Member or Associate (Comp Member or Associate)

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). A Compensatory Member (Comp Member) shall have the same rights and requirements as the membership category being granted. Member-Owners may propose changes to the policy in accordance with section 3-9.1.

3-6 Removal of any status

No holder of any status may be removed from the organization, except by 2/3rds vote of Member-Owners present at either a Special or Town Meeting. In the event of removal no refunds shall be given.

3-7 Status Change

All changes in the status of Member-Owners and Associates, such as voting status or resignation, must be submitted in writing to the Board. 

3-7.1 Voluntary Termination of Membership or Associate Status

No refunds shall be given in the event a Member-Owner or Associate chooses to terminate their membership.

3-8 Meetings

3-8.1 Town Meetings

All formal business shall be conducted at Town Meetings, which are open to call categories of attendees. Under usual circumstances, Town Meetings will be chaired by the Facilitator or Co-Facilitator. If both are unavailable, the Town Meeting will be chaired by any other available Governance Panel member. All Town Meeting agendas shall be posted to the website within a reasonable lead time prior to the meeting. Town Meetings will be held a minimum of once per month, with care taken to keep them regularly-scheduled in a reasonable fashion. The agenda will include approval of minutes from the last Town Meeting, old business, new business, committee reports as needed, and any Board updates. This shall include a review of recent decisions by the Board. Any Member-Owner can make a motion during the new business segment of the town meeting. A vote of 50% plus one (1) of Member-Owners in attendance moves the motion forward to the next Town Meeting agenda. The Ombudsman may add items to the Town Meeting agenda directly on behalf of the membership.

3-8.2 Special Meetings

A Special Meeting may be convened providing at least 24 hour notice is posted to the website. A Special Meeting to determine a change to a membership status may be convened providing at least 1 week notice is posted to the website. No business may be transacted at a Special Meeting except that for which it was convened. Minutes of the meeting will be recorded.

3-9 Voting

The vote of 50% plus one of Member-Owners 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 absentee ballots will be authorized at the discretion 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 Ombudsman representing the membership.

4-2 Eligibility

A Member-Owner is eligible to be nominated for a Board position or Ombudsman providing they are in good standing for a minimum of one (1) year as of July 1st.

4-3 Election of Board Members

        1. Elections shall be held annually.
        2. Each term shall be for a two (2) year period.
        3. Each year a minimum of three (3) Board members shall be elected.
        4. Nominations for the regular election for the Board will be accepted during the Town Meeting in May.
        5. Regular Elections will be held during the Town Meeting in June.
        6. The Board members will be seated July 1st.
        7. Election of Board members shall be by secret ballot.
        8. Absentee voting by Member-Owners shall be permitted.

4.4 Election of Ombudsman

          1. Election shall be held annually.
          2. Ombudsman is the only position on the Governance Panel that is directly elected by the voting member-owners.
          3. Each term shall be for a one (1) year period.
          4. Nominations for the regular election of the Ombudsman will be accepted during the Town Meeting in May.
          5. Regular Elections will be held during the Town Meeting in June.
          6. The Ombudsman will be seated July 1st.
          7. Election of the Ombudsman shall be by secret ballot.
          8. Absentee voting by Member-Owners shall be permitted.

4-5 Terms

Board members will be limited to serve two (2) consecutive terms. Ombudsman will be limited to four (4) consecutive terms. Partial terms due to vacancies are considered full terms for this purpose. MemberOwners ineligible for re-election due to term limits become eligible to run for a Governance Panel position again after a one (1) year hiatus. All members of the Governance Panel serve on the Agenda Committee.

4-5.1 Attendance: 

Members of the Board must attend a minimum of half of the scheduled Board meetings within a twelve-month period. Any Board member who falls below the threshold may be subject to the Removal Procedure from section 4-11.1.1 at the discretion of the Ombudsman

4-6 Assignment of Officers

Under usual circumstances, assignment of officers shall be at the discretion of the majority of the board, annually, on July 1st . Under unusual circumstances, the board may reassign positions as needed.

4-7 Officers

4-7.1 Chairperson of the Board (Facilitator)

          1.       Serves as Chair for meetings.
          2.       Serves as the public face of The Society.
          3.        Approves publications and official communications.
          4.        Acts as the legal signatory and agent as needed.
          5.        Coordinates with  Governance Panel on the affairs of the organization

4-7.2 Vice-Chair of the Board (Co-Facilitator)

          1.         Acts as primary coordinator with committee chairs.
          2.          Acts as the Facilitator as needed.
          3.          Coordinates with the Governance Panel on the affairs of the organization.

4-7.3 Treasurer

          1.         Oversees the financial matters of the organization.
          2.          Acts as the custodian of the assets.
          3.          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.
          4.           Prepares monthly and annual financial reports for presentation to the membership.
          5.          Oversees bookkeeping and tax-related actives.
          6.          Oversees cash operations and day-to-day financial activity.
          7.          Oversees the collection of dues
          8.      Oversees the preparation of the annual budget
          9.      Will provide a detailed balance sheet monthly at the Town Hall Meeting and will have said report placed on The Society’s website three (3) days prior to the Town Hall Meeting.

4-7.4 Archivist

          1.  Maintains all pertinent documents of the organization,(e.g., lease, By-laws, Policies, corporate papers, insurance records, meeting minutes, historical documents, Rules, standard operating procedures, contracts, current and past lists of the membership).
          2.  Maintains accessible copies of all pertinent documents.
          3.  All documents shall contain an effective date wherever possible.
          4.   Distributes agendas prior to meetings.
          5. 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

          1.  Oversees the administration of membership tasks.
          2.  Oversees the maintenance of current membership lists.
          3.  Oversees the security and confidentiality of membership lists and pertinent documents of the organization.
          4. Oversees the application process of new members.
          5. Oversees the renewal process of existing members.
          6. Oversees the issuing of membership cards.
          7. Oversees the maintenance of current postal and email address lists.
          8. Oversees the taking of minutes at all Meetings.

4-7.6 Member at Large

          1.  Assists other officers in their duties as needed.

4-7.7 Ombudsman

          1. Serves on the Governance Panel.
          2.  If a Board vote results in tie, the Ombudsman will cast the deciding vote.
          3.  Acts as a liaison between the Board and the membership.
          4.  May directly add Member-Owners’ and Associates’ 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, keys and materials) of The Society in their possession shall be returned to the Governance Panel.

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. All Committee Chairs shall make reports as needed to the Co-Facilitator. Any member in good standing may serve as a committee chair or committee member. All Committee chairs serve at the discretion of the Board and may be removed at any time.

4-10 Meetings

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.

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.

4-11 Removal of Members of Governance Panel

4-11.1 Initiation of Removal

4-11.1.1 By action of the Board

            1. Any one Governance Panel member can make a motion for the removal of another Board member.
            2. To initiate the motion for removal, a majority vote of the Governance Panel members, will be required.
            3. There can be no abstentions on this; all Governance Panel members, with the exception of the Board member in question, must vote.
            4. This action is not required to be an agenda item, or part of scheduled meeting.
            5. For the vote to proceed, all voting Governance Panel members must be present. The use of conference calls and video-conferencing is permitted.
            6. A record of the vote will be maintained.
            7. Vote must be unanimous for removal to proceed.
            8. Once the vote is complete, the individual in question must be notified as soon as possible, regardless of the outcome of the vote.
            9. 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 offers as necessary.
            10. All assets will be collected upon suspension, pursuant to 4-14 Conclusion of Term.
            11. The permanent removal of the  Governance Panel member in question will then be brought to the Member-Owners for vote.
            12. 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-Owner

4-11.1.2.1 – Initiation of removal

              1.  Any Member-Owner or Associate can initiate a motion for the removal of a Governance Panel member at a Town Meeting.
              2.  A 50% plus one (1) vote of Member-Owners present will place this on the agenda for the next regular Town Meeting.
              3.  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.
              4.  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

              1.  Removal proceedings will take place at a Town Meeting
              2.  A vote of 2/3rds of Member-Owners present is required to remove the Governance Panel member.
              3. The Governance Panel member may represent themselves or appoint representation to speak before the membership on their behalf.
              4. If the removal of a Governance Panel member is initiated by a Member-Owner or Associate, that Member-Owner or Associate, or a representative that they designate shall be present at the removal proceedings to direct the motion, or the motion shall be dismissed.
              5. If the Governance Panel member is not removed by the Member-Owners, 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. Such 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, keys, and materials) of The Society in their possession shall be returned to the Governance Panel.

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 Member-Owners present at the earliest available Town Meeting. Board meeting minutes (except executive sessions) must be made available for review in a timely manner.

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 and 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 Bookeeper

          1.  There shall be a position of Bookkeeper, to be Elected by the membership. This position would not be Governance Panel position and thus have no vote in Governance Panel operations.
          2. Elections shall be for a two (2) year period.
          3. Each term shall be for a two (2) year period.
          4. Nominations for the Bookkeeper will be accepted during the Town Meeting in June.
          5. 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.
          6. Election of the Bookkeeper shall be by secret ballot.
          7. Absentee voting by Member-Owners shall be permitted.

5-2.2 Bookkeeper Duties

          1. Works with Treasurer on financial matters of the organization.
          2. 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.
          3. Works with Treasurer to prepare monthly and annual financial reports for presentation to the membership.
          4. Oversees bookkeeping and tax-related activities.
          5. Records cash operations and day to day financial activities.
          6. Records the collection of dues.
          7. Has reports ready for Board and Town Hall Meetings

5-2.3 Eligibility

A Member-Owner is eligible to be nominated for Bookkeeper provided they are in good standing for a minimum of one (1) year as of July 1st and have shown skill for bookkeeping.

5-2.4 Terms

          1. There are no term limits for this position.
          2. This by-law change goes into effect immediately (and does not wait for 12/1/20 effective date)

5-3 Spending Caps

5-3.1 Monthly Spending Cap

A monthly discretionary spending cap of $500.00 is available to the Board. Purchasing will be disclosed to the member-owners.

5-3.2 Emergency Spending

In the event of an emergency that prevents normal business operations (i.e., any event that would prevent the doors from opening as scheduled), the Board can appropriate funds up to 1/3 of the current bank balance. Additional spending will require a vote by the Member-Owners in a Special or Town Meeting. Purchasing will be disclosed to the membership.

5-3.3 Special Events/Funding 

In the event that non-monthly spending is required a written proposal must be received, reviewed and voted on at next Town Meeting. Special funding includes special events and non-essential spending of Society funds, this does not include cost/compensation of presenters. All funding will require a receipt or documentation proving that purchases were made as stated in the proposal.

Article VI. LIABILITY

The liability of the Board of Directors, the Member-Owners 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

The rules contained in 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

Amendments to the By-laws are typically made only once per year, in the following manner:

          1.  Motions for changes to the by-laws of The Society shall be made at the Town Meeting in March.
          2.  The proposed amendments are ratified at the Town Meeting in April, and require a 2/3rds vote of the Member-Owners.
          3.  Absentee voting by Member-Owners shall be permitted.
          4.  All changes shall go into effect on July 1st.

8-2 Special Amendments 

  1. Should the Governance Panel determine that an additional cycle of proposed amendments and their ratification be necessary, they will enter it as an agenda item over the course of the next two (2) Town Meetings.
              1.  Absentee voting by Member-Owners shall be permitted.
              2.  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 Rules and or Bylaws shall be subject to mediation and or removal as Member-Owner or Associate 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:

        1.  Large Expenditures, previously approved by Member-Owners
        2.  To a rainy day fund, not to exceed six (6) months of operating costs.
        3. To Member-Owners as door credits.
        4. Losses will not be apportioned or charged to Member-Owners.

Article XI. REORGANIZATION

In the event of reorganization of The Society, by business structure or name, all assets shall transfer to the new organization. Any such reorganization must be approved by 2/3rd vote of Member-Owners at the following Town or Special Meeting.

Article XII. VOLUNTARY DISSOLUTION OF ORGANIZATION

In the event of a voluntary dissolution of The Society, all assets shall be distributed equally amongst the Member-Owners. Any voluntary dissolution must be approved by 2/3rd vote of Member-Owners at the following Town or Special Meeting.

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