Digital Grail Bylaws
Article I: Purpose
Digital Grail, Inc. is a non-profit corporation organized under the State of North Dakota and Section 501(c)(3) of the Internal Revenue Code. Its purpose is to conduct educational, charitable and social activities related to the promotion and study of geek culture. Digital Grail, Inc. shall be authorized to make distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article II: Membership
Membership in Digital Grail, Inc. is open to any individual who desires to support the organization and its purposes. Digital Grail, Inc. does not discriminate on the basis of race, religion, sexual preference, age, or gender. There are two classes of individual membership, voting and non-voting.
Voting membership will be restricted to individuals 16 years of age or older who met the requirements listed in this section in the year preceding their vote for the Digital Grail Board of Directors. The annual meeting will be held between January 1st and March 31st of a given year.
a. Volunteer of a Digital Grail Convention or Project
Members must be currently serving as a volunteer for CoreCon, Anime Fargo, and/or Fargo GameFest, and must be recognized as such by convention(s) for which the individual is a volunteer. The specific way how volunteers are recognized and branded for the purposes of this section are left up to the individual conventions to decide internally (i.e. “InnerCore” for CoreCon, “Volunteer Staff” for Anime Fargo). Prior to the start of the annual meeting, CoreCon, Anime Fargo, and Fargo GameFest are encouraged to submit rosters of what it considers to be its current volunteers.
In contrast to convention membership, neither the Board nor the membership may waive these requirements.
Non-voting members are members who have not met the qualifications for voting membership listed in [II.A.1]
Article III: Organization
A. Board of Directors
Digital Grail, Inc. shall have up to six members of the Board of Directors that are serving three-year terms which are elected at the annual meeting, hereafter referred to as Primary Board Members (PBMs). Additionally, each convention may choose to appoint a representative to the Board of Directors, hereafter referred to as Representative Board Members (RBMs). The PBMs serve three-year terms commencing on March 1st of the year of the annual meeting in which they were elected. If a term of a PBM is within two months of expiration at an annual meeting, the membership is encouraged, but not required, to hold elections to either re-elect the current PBM or elect a new PBM. The terms and appointments/elections of the RBMs are left to the discretion of the conventions they represent, but it is recommended that the appointment/election process run parallel to the terms of the PBMs to best facilitate an organized transition. The exact process of electing the PBMs at the annual meeting will be decided upon by the Board of Directors prior to the annual meeting, though the voting members of Digital Grail may modify this process prior to the elections with a simple majority vote.
B. Officers of the Board of Directors
Digital Grail, Inc. shall have, as a minimum, a President, Vice-President, a Secretary, and a Treasurer. These officers shall be among the Board of Directors elected at the annual meeting. These officers shall be members in good standing elected for a three-year term at the annual business meeting referred to in [II.A.1]. The President is defined as an executive officer as that individual will have the authority to sign checks and execute contracts on behalf of Digital Grail, Inc.; other executive officers may be appointed by the Board of Directors but such appointments will not supersede the authority of the President.
C. Officer Duties
The President shall preside at all business meetings of Digital Grail, Inc., and is responsible for ensuring that the work of Digital Grail, Inc. is accomplished in a timely and efficient fashion, plus such other duties as the Board of Directors shall require. The President shall be co-signer on Digital Grail, Inc.’s bank account and shall report to the membership of Digital Grail, Inc. at least once a quarter or more often if the Board should direct.
The Vice-President will preside over the meetings in the event that the President is unable to attend meetings and will report to the Board of Directors on a monthly basis. The Vice-President will become interim President until a special election can take place for the remainder of the term should the Presidency become vacant for whatever reason.
The Treasurer shall be responsible for keeping the accounts of Digital Grail, Inc., collecting and disbursing money as required for the work of Digital Grail, Inc., plus such other duties as the Board of Directors shall require.
The Secretary shall keep the minutes of all Board meetings and conduct all necessary correspondence except for the payment of invoices. The Secretary shall be responsible for maintaining reminding members of the dates, times and places of meetings, plus such other duties as the Board of Directors shall require.
D. Removal and Replacement
1. If the necessity arises for the removal of an officer under [III.B], the Board may vote to remove said officer after a motion to do so during any meeting. A 60% or greater majority is required to remove an officer/director.
2. If an officer must be removed or resigns, the Board may make an interim appointment of an officer to serve out the balance of the term. In the event that an executive officer must be removed or resigns, a special election shall be held at the meeting following the resignation/removal for an interim executive officer.
3. Persons removed by the Board from their positions as officers shall be ineligible to serve as officers.
Article IV: Meetings
Digital Grail, Inc. shall meet at least once a quarter to discuss business. The Secretary shall make the date, time and place of the meeting known to the leadership of CoreCon, Anime Fargo, and Fargo GameFest.
Article V: Amendments
Amendments to the Bylaws may be proposed by any regular member and approved by a two- thirds vote of the regular members in attendance at the next meeting after the proposed amendment has been brought up. The definition of group memberships and appointment of additional officers do not require a vote by the membership and are the only exception to this article.
Article VI: Procedures
A. Digital Grail Ban
A ban of an individual or group of individuals from Digital Grail conventions is a process that the board takes seriously. An individual ban is a prevention of a single individual from purchasing a badge and attending any event in the Digital Grail convention space. A group ban is considered a ban as above of all individuals under that name/business and may include personal level bans as well.
While bans may be given by a convention at an individual con level, a ban issued by the Digital Grail board applies to all conventions and events under our care.
Any DG level ban will be communicated clearly to the individual(s), along with a reasonable time frame allowing for an appeal process to reverse the ban to be submitted to the board. Each ban will have its own reasonable time frame for the earliest possible appeal attached based on the severity and/or repetitiveness of the infraction(s).
Any ban at the digital Grail level must be approved by a vote of no less than 2/3 majority of board members.
Appeals for reversal of a ban can be submitted to the board through the appropriate form available publicly.
An appeal should include the following:
- Name of the individual
- Reason for the ban
- Statement from the individual regarding why they are seeking an appeal
An appeal can and should be considered by the board at the soonest possible time but no later than the next regular board meeting.