Last updated 2019
Article 1. Name
The name of this organization shall be BritCon.
Article 2. Purpose
BritCon is organized exclusively for charitable, educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code of 1986, as amended.
BritCon is a Washington nonprofit corporation which exists to nurture and support events that facilitate education in British literature, art, entertainment, technology and culture; to facilitate the donation of funds to non-profit or not-for-profit institutions and causes; and to promote a greater degree of cooperation throughout British fandom in the Pacific Northwest and worldwide.
Article 3. Limitation of Financial Activities
Notwithstanding any other provision of these bylaws, no Member, Director, Officer, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and the regulations promulgated thereunder as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
It is intended that BritCon be entitled to exemption from Federal income tax under section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.
No part of BritCon assets or net earnings may inure to the benefit of private individuals. This does not preclude the payment of reimbursements and any reasonable fees for goods or services provided to the organization.
In the event of dissolution of BritCon, the BritCon net assets will be distributed to another nonprofit organization that is exempt under section 501(c)(3) status of the Internal Revenue Code, said organization to be selected by the Board of Directors.
BritCon shall not as a substantial part of its activities attempt to influence, carry on propaganda or otherwise attempt to influence legislation except to the extent permitted by section 501(h) of the Internal Revenue Code.
Article 4. Offices
4.1 Registered Office and Registered Agent
The registered office of the Corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Executive Board upon filing of such notices as may be required by law. By custom, the registered office of the Corporation shall be the
home of the registered agent of the Corporation located in Washington State.
4.2 The Principal Office of the Corporation
The principal office of the Corporation shall be an address determined by the Executive Board.
4.3 Other Offices
The Corporation may have other offices within or outside the State of Washington at such place or places as the Executive Board may, from time to time, determine.
Article 5. Organization
5.1 Corporate Organization
This Corporation is made up of three segments.
5.1.1 The General Membership
The general membership is made up of all people, in good standing with BritCon, who have purchased or been granted an annual membership to any BritCon event as defined in article 8. They will collectively be known as “General Membership” and individually as a “General Member”. The general membership has no voting rights. People who have an active ban to a BritCon event are not in good standing, and are no longer eligible for general membership.
5.1.2 The Committee Membership
The Committee Membership is made up of people, in good standing with BritCon, who have served on any BritCon event committee for a complete event within the previous two years (collectively “Committee Membership”). Committee Membership has the exclusive right to make nominations for board membership.
5.1.3 The Executive Board
BritCon’s Executive Board (the “Board”) is made up of not less than 5 and not more than 11 members.
Each board member serves a three-year term, with elections for 1/3 of the Board to be held each year at an annual meeting of the Corporation designated for the purpose of elections. These board members will have voting rights.
The Board shall retain the right to appoint an acting board member in case of vacancy, resignation, incapacitation, or death. A vote will take place at the next annual meeting of the Corporation to fill that position for the remaining time of that position’s term. Acting board members will have voting rights.
Article 6. The Executive Board
6.1 General Powers
The business and affairs of BritCon shall be managed by its Board. The Board shall in all cases act as a Board, and may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they deem so, not inconsistent with these bylaws. While BritCon expects and intends to delegate its authority to other entities to manage events consistent with the mission of Britcon from year to year, the Board is uniquely empowered to deal with event affairs that span multiple years.
Board members must be chosen from the General Membership. The number of board members of BritCon shall be set by the Board between 5 and 11 voting members (this number does not include ex-officio non-voting board members who serve as a result of a separate official position).
6.3 Classification and Tenure
The Board shall be evenly divided (to the extent practical) into three staggered election classes. No more than one class can stand for re-election every fiscal year, and no class can stand for re-election more frequently than every third year. Board members of each class are elected for three-year terms. The intent is to stagger each election class so that only one class of board members is elected each year.
Nominations for new members of the Board shall be held for a period of time not less than four weeks in duration. Nominations for the Board may only be submitted by the Committee Membership (as defined in article 5). Nominations must be closed at least one week before the annual election meeting, to allow careful consideration of the nominated candidates.
Election of board members shall take place at the annual election meeting of the Board by current Committee Members. The election may be conducted by any reasonable process determined by the current Board. Members of the Board must be elected by plurality.
The Officers of BritCon shall consist of four mandatory positions: Chair, a Vice-Chair, Treasurer, and Secretary. Each officer must be a board member. No board member can hold more than one officer position.
(a) Chair- The Chair shall be the principal executive officer of BritCon and shall preside over all meetings of the Board and Convention Committee. The Chair shall be responsible for setting the time, date, location, and agenda of each scheduled board meeting and Convention meeting, as well as distributing the agenda to all board members before scheduled meetings. The Chair shall be responsible for the planning and overall execution of the convention. The Chair shall work closely with the Guest Liaison and the Board to create and maintain the desired look and feel of the convention.
(b) Vice-Chair- The Vice Chair shall perform the duties and functions of the Chair when the Chair is unable to do so and shall be accountable for the accurate sub- mission of all State and Federal forms for the Corporation.
(c) Treasurer- The Treasurer shall be responsible for all financial duties for the Corporation. The Treasurer shall also be responsible for the day-to-day accounting business of the Convention, which shall include, but not be limited to, accounts payable and accounts receivable and assisting the Governance/Legal Oversight Di- rector in the preparation of annual tax documents. The Treasurer shall be granted the authority to sign checks on behalf of BritCon. The Treasurer shall be granted the ability to assign other people to sign checks, upon addition to the bank account, with approval of the Chair and/or the Board.
(d) Secretary- The Secretary shall conduct the correspondence of the Corporation, and shall keep the minutes of the Board’s meetings. The Secretary should have available a copy of the bylaws in any form during any meeting of the Board if practi- cal. The Secretary’s responsibilities shall include, but not be limited to, taking notes at all Executive Board and Convention Committee meetings, preparing the notes for distribution as directed by the Board, sending out meeting notices in a timely man- ner, maintaining the Committee directory and organizational list, maintaining job de- scriptions of the various committee positions, and keeping a record of votes taken during all Board and Convention Committee meetings.
6.6.1 Term of Office
The Officers of BritCon must be appointed by the Board annually at the election meeting.
6.6.2 Temporary Succession
In the event the Chair is not available at a meeting, the order of temporary succession after Chair is Vice Chair, Secretary, then Treasurer.
6.7 Members at Large
Any board member who is currently not an officer.
The Board may, from time to time as they see fit, choose to appoint advisors. Advisors must be chosen for a particular purpose, or to advise the Board on a particular matter. Advisors appointed to the Board serve for a one-year term, or until the purpose or matter for which they were appointed has concluded (whichever comes first). The Board may choose to re-appoint advisors whose term has expired, provided there is still a particularized purpose or matter for the advisor to address. Advisors may resign or be released by the Board at any time. While they are expected to participate in all board meetings and discussions upon request of the Board, they have no voting rights. An advisor may exercise the powers of Committee Membership (as defined in article 5).
6.9 Removal, Suspension, or Resignation of Board Members
Any board member may be removed at a scheduled or unscheduled meeting and must be given the opportunity to be present and to speak on their behalf at the meeting where removal is considered. 14 days’ notice must be provided to all board members before a vote may take place for removal. A 3/4 vote of the entire Board (minus the member being considered for removal) is required for removal.
Any malfeasant behavior on the part of any Board member will cause an immediate suspension from the Board.
6.9.3 Resignation of Board Members
A board member may resign at any time by giving written or electronic mail notice to the Secretary, or the Board at a board meeting. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Secretary, or the Board, and the acceptance of the resignation shall not be necessary to make it effective.
6.10 Board Committees
The Board may, from time to time as they see fit, create committees to oversee or accomplish particular tasks or functions. The members of any created committees may be drawn from executive board members, advisors, major event representatives, the Committee Membership, the General Membership, or members of the public. Each committee must have at least two members, of whom at least one must be a voting member of the Board.
6.10.1 Standing Committees
Standing committees may be created by the Board. Standing committees must have a charter defining their intended purpose, scope of authority, and any annual budget the Board wishes to allocate. Committee charters may (but are not required to) designate a particular individual to lead the committee. Committee charters may (but are not required to) permit the committee to manage its own members, including adding or removing members, or changing the committee leader. Standing committees will continue to exist until dissolved by the Board.
6.10.2 Ad-Hoc Committees
Ad-hoc committees may be created by the Board. Ad-hoc committees shall be formed only to oversee and execute particular tasks; they shall not be formed for ongoing tasks or functions. Ad-hoc committees shall be limited in authority to that specifically granted by the Board. Once the ad-hoc committee’s intended task or tasks are completed, the committee shall automatically be dissolved. The Board may dissolve any ad-hoc committee at any time.
Article 7. Board Meetings
7.1 Annual Meeting
Once a year in or around the month of October, the Board will hold an annual meeting for the purposes of electing board members, and transacting such other business as may properly come before the meeting. Those who are up for election have the option to be present to answer questions and state their case for election. This meeting shall be considered an open and public meeting.
7.2 Scheduled Meetings
The Board shall hold a minimum of four meetings a year in addition to the election meeting. Of the four meetings, at least two must be open to the General Membership. Board members must be given three weeks advanced notice for a scheduled meeting to take place. The agenda for each meeting must be set and distributed to all board members by the Chair before the meeting. Any board member may add items to the agenda, provided that they announce the items at or before the start of business for the meeting. Items announced after the start of business for the meeting may be considered for inclusion, subject to the constraints of time and the approval of the Board.
7.3 Unscheduled Meetings
Unscheduled meetings may be called by the Chair or by any two voting board members. The member or members calling the meeting are required to give one week notice to the Board. This notice must include the agenda for the meeting, and the agenda must be finalized a minimum of two days before the meeting date. The number participating must constitute Quorum.
7.4 Emergency Meetings
Emergency meetings may be called by any voting board member at any time with 24 hours’ notice.
7.5 Written Consent
Any action which could be taken at a board meeting may be taken without a meeting if a consent in the form of a record, which consent clearly sets forth the action to be taken, is executed by all board members. Any such record shall be inserted in the minute book as if it were the minutes of a board meeting.
Quorum for annual, scheduled, unscheduled, and emergency meetings requires a simple majority of the voting board members with at least one officer present.
7.7 Location and Telecommunications
Meetings of the Board of Directors may take place in any pre-determined and agreed-upon physical location. Members of the Board or of any committee designated by the Board may participate in meetings by means of telephone conference, online conference, or similar electronic transmission, providing all persons participating in the meetings can hear each other at the same time. Participation by such means shall constitute presence in person at
Meetings of the Board of Directors may be conducted via online chat providing all members of the Board have access and are given the opportunity to participate, and that it meets the criteria listed above in 7.1 through 7.4. Votes may be taken and measures approved, the result of which would appear in the minutes of the next meeting of the Board of Directors.
Article 8. Events
8.1 Annual Convention Chair
For the primary annual convention, the Board Chair will be designated as the “Committee Chair," unless the Board designates another individual in this role by majority vote.
8.2 Other Committee Chairs
BritCon may choose to sponsor and host events outside of the primary annual convention, which may require Event Committees. For events aside from the primary annual convention, a person shall be designated as its “Committee Chair” using a method chosen by the Board.
8.3 Event Committees
The event Committee Chair shall appoint the members of the event Committee. The members of the event Committee serve at the discretion of the Committee Chair, with responsibilities determined by the Committee Chair, until the event is over or they notify the Committee Chair of their resignation.
8.4 Event Duration
No event committee may exist for more than 15 months, unless approved by the Board.
8.5 Scope of Authority
The Committee Chair shall have executive authority for the execution of the event that he or she is responsible for. This includes, but is not limited to the following:
Choosing the members of the event Committee.
Detailing all the particulars of the event as long as those particulars do not violate
existing corporate regulations or agreements. Corporate regulations may not be
violated, but agreements may be canceled with Board approval.
Firing any member of the event Committee.
8.6 Limitations on Scope of Authority
The Committee Chair can make no agreements for the Corporation that extend beyond the event (either in scope or in term) without the consent of the Board.
The Committee Chair may be temporarily suspended by the Board at a board meeting. If a Committee Chair is suspended in this fashion, the next meeting held must determine whether the Committee Chair will be reinstated or removed.
The Committee Chair may be removed by a two-thirds vote of the Board at a scheduled or unscheduled meeting called for removal. The Committee Chair must be given the opportunity to be present and to speak on their behalf.
8.9 Event Budget
The Annual Convention Chair shall submit an initial budget to the Board for approval at least eight months prior to the event. For events other than the Annual Convention, the Committee chair must submit a budget to the Board for approval within eight weeks after the formation of the committee, but at least eight weeks prior to the event (whichever is earlier). Exceptions can be made for short-notice events upon approval of the Board. The Board shall vote to approve the budget by majority vote.
(a) Once a budget has been approved, no member of the event Committee may spend Corporation funds outside of that budget. Any non-budgeted expenses must be brought before the Board.
(b) The Committee Chair may not amend an approved budget without consent of the Treasurer.
(c) The Committee Chair may not increase the total budgeted expenditures of the event by more than 10% of the last Board approved amount without getting the budget re-approved by the Board.
(d) The Committee Chair may not change any approved departmental budget by more than 30% of the last Board approved amount without providing a new budget to the Board as soon as practically possible.
(e) The Committee Chair cannot authorize the disbursement of funds that do not represent either reimbursement or prepayment of approved budgetary expenditures. No funds shall ever be disbursed that represent wages to corporation members with the exception of the appearance stipend for Guests of Honor and their agents, if necessary.
(f) The income side of the budget may not be changed by more than 10% without submitting to the Board for re-approval.
(g) The Board does not have the authority for any line-item amendments in the process of approving an event budget.
8.10 Contractual Obligations
No Committee Chair or member of a Committee may obligate the organization for an amount more than $1,000.00 without Board approval.
8.11 Event Suspension or Termination
While it is the intention of BritCon to continue holding its events on a regular basis, circumstances may sometimes require the Board to suspend or terminate an event.
The Board may vote to suspend an event temporarily, for either a definite or indefinite duration. Events may be taken into or out of suspension, or the duration of an event’s suspension altered, by a simple majority Board vote.
The Board may vote to terminate an event permanently. Termination of an event requires a 2/3 majority Board vote.
Article 9. Harassment Policy
BritCon does not tolerate harassment. BritCon shall maintain an anti-harassment policy which shall be printed in the Appendix. This policy must be observed at all BritCon meetings and events and a reasonable effort must be made to inform all attendees of these events of the contents of the harassment policy.
Article 10. Conflicts of Interest
The purpose of this policy is to protect the Corporation’s interest when considering entering into a transaction or arrangement that might benefit the private interest of a board member, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
10.1 Interested Persons
Any board member, or chair of an event operating under the Corporation’s authority, who has a direct or indirect financial interest as defined below, is an interested person.
10.2 Financial interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board decides that a conflict of interest exists.
10.3 Procedures for Resolution
10.3.1 Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board.
10.3.2 Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall take a leave of absence while the determination of the conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.
10.3.3 Procedures for Addressing the Conflict of Interest
An interested person may request a special board meeting at which to give a presentation before the Board, but after the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The Chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested members of the Board whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
10.3.4 Violations of the Conflicts of Interest Policy
If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted, the Board determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
10.4 Records of Proceedings
The minutes of all board meetings shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
A voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the Board who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to the Board regarding compensation.
10.6 Annual Statements
Each board member, staff representative, and chair of an event held under the Corporation’s authority shall annually sign a statement which affirms such person:
has received a copy of the conflicts of interest policy.
has read and understands the policy.
has agreed to comply with the policy, and
understands the Corporation is charitable and, in order to maintain its federal tax exemption, must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
All members of the Board are expected to sign the annual statement at the Election Meeting, after new members have been elected. Staff Representatives are expected to sign the annual statement after they are elected to the position. Chairs of BritCon events are expected to sign the annual statement after they have been selected by the Board. Annual statements may not be signed by electronic signature, and will be kept on file by the Secretary. If it is not practical for the annual statement to be signed at the expected time, it is acceptable for a copy to be signed and sent to the Secretary, so long as the Secretary receives the statement within 30 days of the originally-expected time.
10.7 Periodic Reviews
To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the results of arms-length bargaining.
Whether partnerships, joint ventures, and arrangements with other organizations conform to the Corporation’s written policies are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
10.8 Use of Outside Experts
When conducting the periodic reviews as provided in section - referring to 10.7 and using hired professionals, the Corporation may (but is not required to) use outside experts. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
Article 11. Administrative Provisions
11.1 Books and Records
The corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and board, and any minutes which may be maintained by committees of the Board; records of the name and address and class, if applicable, of each member and Director, and of the name and post office address of each officer; and such other records as may be necessary or advisable. All books and records of the corporation shall be open at any reasonable time to inspection by any member of three months standing or to a representative of more than five percent of the membership.
11.2 Accounting Year
The accounting year of the corporation shall be the twelve months ending September 30.
11.3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be based on the rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board. Improvisation within reason and acceptable to those in attendance is allowed, and strict adherence is not required.
Article 12. Amendments
Except as otherwise noted or provided, these bylaws may be altered, amended or repealed and new bylaws may be adopted by 2/3 majority of the voting members of the Board.
Appendix to these bylaws may be altered at any time by the Board, as changes to the current composition or the event composition warrant.
Article 13. Indemnification
BritCon shall indemnify, defend, and hold harmless each Officer and board member of the Corporation to the full extent of the law from and against all costs, losses, expenses, and claims incurred by such person because the person is or was a board member or Officer of BritCon provided such person conducted themselves in good faith, the person reasonably believed that their conduct was in the Corporation’s best interests, in the case of conduct in such person’s official capacity, or in all other cases, their conduct was at least not opposed to the Corporation’s best interests, and in the case of any criminal proceeding, the person had no reasonable cause to believe that their conduct was unlawful.
Members and Classification
Current Board Members as of September 2, 2019
Chair: Dawn Shaw
Vice-Chair: Shannon Reagan Secretary: Olivia Nelson Treasurer: Mary Jane Magnenat Member at Large: Abie Ekenezar Member at Large: vacant Member at Large: vacant
Class A will next stand for election in 2020.
Class A members: Mary Jane Magnenat
Class B will next stand for election in 2021.
Class B members: Dawn Shaw; Olivia Nelson
Class C will next stand for election in 2022.
Class C members: Shannon Reagan; Abie Ekenezar
Shawn Marier Michael Citrak Mark Dando
Harassment is defined as any behavior that alarms or intentionally annoys another person. This includes making any unwanted physical contact, following someone around a public area without a legitimate reason, or threatening to physically attack someone. Please remember that if you approach someone and they tell you “no” or to leave them alone, your business with them is done. If you do not leave them alone as they have requested, your actions may be grounds for a complaint of harassment. If you feel that you are being harassed, or you have been assaulted, please report the matter immediately to event staff.