ARTICLE IX - Board of Directors

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ARTICLE IX - Board of Directors

Postby Keluric » Sun Apr 22, 2012 10:49 am

ARTICLE IX: BOARD OF DIRECTORS

Section 1. GENERAL INFORMATION
1. The Board of Directors (“the Board”, “Board”, “BoD”, “WM-BoD”) shall
a. Deal with any government or outside agencies, businesses, or organizations, or any of the local chapter’s subsidiary chapters with regard to contractual obligations.
2. The Board of Directors shall be composed of the Monarch, the Prime Minister, and five elected members. An alternate member may be elected to fill in when another board member is absent.
3. An election shall be held by the Prime Minister every January to elect members of the Board of Directors.
a. Only voting members may hold a seat on the Board of Directors.
i. Voting membership must be maintained in order to remain on the Board.
b. Candidates must announce their candidacy publicly and in writing to the Prime Minister at least one (1) week prior to the election.
c. All candidates must be eighteen (18) years or older.
d. The winners of the election shall be the five (5) people who earn the most votes, with the 6th person reserved as the alternate member,
4. The alternate member of the Board of Directors shall only vote in Board meetings when another Board member is absent.
5. No person may hold more than one vote on the Board.
6. The Board shall meet once per month, or as needed, and all meetings shall be open to the public. Board of Directors meetings may be canceled by joint agreement of the Board of Directors President and Vice President.
7. Should the membership of the Board of Directors fall below five, the alternate will become a full member, and an election shall be held to fill the vacant seats until January.
8. The Board must have a quorum of 51% or more present to conduct any Board business.
9. Any member of the Board who misses three (3) meetings in a row shall be removed. Special situations may be given consideration by the Board.
10. All meeting notes shall be made public via electronic posting or print copy upon request from anyone mundane or member.

Section 2. OFFICERS OF THE BOARD
1. The Board of Directors shall elect from their number a President who shall conduct all meetings of the Board.
a. The President has the authority to break all ties, for votes of the WM-BoD.
2. The Board of Directors shall elect from their number a Vice President who shall
a. Serve as President if the President is absent.
b. Become President if the position becomes empty.
3. The Board of Directors shall elect from their number a Treasurer who shall:
a. Work closely with the Prime Minister in monitoring Kingdom funds.
b. Perform unsolicited audits of the Kingdom financial records.
c. Audit all records at the end of each Prime Minister’s term of office before they are turned over to the next Prime Minister, as well as the middle of the Prime Minister’s term.
d. If necessary, seize all records and finances with the approval of the President, the disposition of which must be handled at the next Board meeting.
e. Shall maintain the Kingdom’s non-profit status.
5. The Board of Directors shall elect from their number a Liaison Officer who shall
a. Be responsible for contact with all outside agencies.
b. Maintain a mailing and phone list of all agencies the Kingdom deals with.
c. Maintain copies of all contracts between the Board of Directors and any outside agency or subsidiary chapter.
6. The Board of Directors shall elect from their number a Secretary who shall
a. Record all minutes of Board of Directors meetings and publish them within four (4) weeks. Publication is defined as hard copy or electronic retrieval (such as posted on a website).
7. The Monarch and Prime Minister may not serve as officers of the WM-BoD.

Section 3. LIMITATIONS OF THE BOARD
1. The Board has no status in the order of precedence and no jurisdiction over any internal club or local chapter functions except as noted above.
2. The Board has no power to change, amend, alter, or otherwise affect the rulebook, Corpora, or supplements to either publication.
Baron Sir Keluric Tryst
Prince of Westmarch

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Re: ARTICLE IX - Board of Directors

Postby Hannoske » Tue Oct 23, 2012 5:52 pm

In section 2.3.e we identify the BOD treasurer is in charge of maintaining the Non-profit status, but we leave it kind of vague. Should we have spelled out that they have to file any tax forms or similar documentation if such is required?

Really, I am just trying to figure out who files the Westmarch taxes? We don't have to pay, but I believe we are still required to file. I really don't know, but was thinking about it.
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Re: ARTICLE IX - Board of Directors

Postby Fiks » Tue Oct 23, 2012 7:29 pm

My assumption as the current Treasurer was that I'd be responsible for filing the 990n, assuming that I continued to be such, as that was part of maintaining our tax-exempt status. Says so specifically in the brochure. Don't file the 990n for three years, lose your tax-exempt status.

We should adjust the "non-profit" wording to "tax-exempt." NPOs can not be tax-exempt, believe it or not, and our NPO status is permanent as it's a declaration in our Articles of Incorporation and doesn't require any actual maintenance that I'm aware of.
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Re: ARTICLE IX - Board of Directors

Postby Fiks » Thu Oct 25, 2012 9:45 pm

After a bit of quick research to remind myself what needs to be done, I should also mention for posterity that we also have to file CA Franchise Tax Board form 199-N annually, no fee, and CA Secretary of State Statement of Information (SI-100) biennially, $20 fee. The 990-N I mentioned earlier goes to the IRS, no fee, annually. And all can be filed electronically for convenience.

Yay paperwork.
"How harmful overspecialization is. It cuts knowledge at a million points and leaves it bleeding."—Hari Seldon
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