Legal · December 21, 2023

Bylaws of the International Game Developers’ Association, Inc.

Published by International Game Developers’ Association

Summary

The bylaws establish the governance framework for the International Game Developers’ Association, Inc., a California‑based nonprofit dedicated to supporting professionals in the game development industry. The organization’s purpose is defined by its Articles of Incorporation, emphasizing nonpartisanship and public benefit. Membership is categorized into individuals, organizations, and honorary members, with voting rights reserved for individual members in good standing. Annual dues are set by the Board, and membership meetings—annual and special—are governed by detailed notice, quorum, and voting procedures that prioritize electronic participation. The Board of Directors, composed of up to six appointed directors, at least three elected directors, and an optional ex‑officio director, holds ultimate authority over business affairs. Directors serve three‑year terms and must maintain good standing; removal requires a majority vote of members or the Board. Officers—Chair, Vice‑Chair, Secretary, Treasurer—are appointed by the Board and serve one‑year terms, with specific duties outlined for each role. Committees, including an Executive Committee and various task forces, are empowered to advise the Board but cannot amend bylaws or dissolve the organization. An Executive Director serves as chief executive, accountable to the Board and subject to its terms of engagement. Fiscal year aligns with the calendar year, and indemnification provisions protect directors, officers, and employees from liability incurred in good faith. Amendments to the bylaws may be made by a majority vote of members or the Board, ensuring flexibility for evolving governance needs.

From the report

BYLAWS OF THE International Game Developers’ Association, Inc. (Rev. September 2017) ARTICLE I OFFICE AND REGISTERED AGENT Section 1. Principal Office. The principal office of the International Game Developers’ Association, Inc. (the “IGDA”) shall be in such location as the Board of Directors of the IGDA deems appropriate. Section 2. Registered Office and Agent. The IGDA shall have and continuously maintain a registered office and a registered agent in the State of Incorporation, as required by the State of Incorporation’s Nonprofit Corporation Act or similar statute. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State. ARTICLE II PURPOSES Section 1. Purposes. The purposes for which the IGDA is formed are as set forth in the Articles of Incorporation. Section 2. Nonpartisan Activities. The IGDA has been formed under the California Nonprofit Mutual Benefit Corporation Law for public purposes and it shall be nonpartisan. ARTICLE III MEMBERSHIP Section 1. Classes and Qualifications. The Board of Directors shall determine and set forth in separate documents the qualifications, dues, terms, and other conditions of each class of member. There shall be the following classes of members: a. Individuals: Individual members shall consist of any natural person that is involved with games or the game development community, and who meet any additional requirements for individual membership as may be imposed by the Board of Directors from time to time. b.

he following classes of members: a. Individuals: Individual members shall consist of any natural person that is involved with games or the game development community, and who meet any additional requirements for individual membership as may be imposed by the Board of Directors from time to time. b. Organizational: Organizational members shall consist of any organization that is involved with games or the game development community, and that meets any additional requirements for organizational membership as may be imposed by the Board of Directors from time to time. Organizational members do not have voting rights. c. Honorary Members: The Board of Directors may designate individuals who do not qualify under the foregoing categories as honorary members, using such criteria as the Board may develop. Honorary members do not have voting rights. Section 2. Dues and Privileges. Each member shall pay annual dues as determined from time to time by the Board and shall receive full benefits of the IGDA. Section 3. Voting Rights. Each entitled member shall have one vote. No member shall be entitled to cumulate votes. The members shall be entitled to vote on the following matters: a. The election of directors; b. The disposition of all or substantially all of the assets of the IGDA; and c. The merger or dissolution of the IGDA. Only individual members in good standing shall have the right to vote on these, and any such other issues as the Board may choose to bring before the members.

ction of directors; b. The disposition of all or substantially all of the assets of the IGDA; and c. The merger or dissolution of the IGDA. Only individual members in good standing shall have the right to vote on these, and any such other issues as the Board may choose to bring before the members. Section 4. Membership Meetings.

a. There shall be an annual meeting of the members upon such date, time and place, as the Board shall determine. During the annual meeting, voting members shall have the right to vote on matters that the Board may choose to bring before the members. Voting on all other matters is expressly reserved for the Board of Directors. b. Special meetings of the members may be called by the Chair of the Board or upon the request of five percent (5%) of the voting members. The issues addressed and voted on at any Special Meeting will be limited to the issue presented in the request or as set by the Chair in calling the meeting. The Special Meeting will be comprised of four parts: 1. Notice: Members shall receive not less than 35 days prior notice of commencement of voting period stating the purpose of the special meeting. 2. Discussion: During that 35 day run up to the voting period positions of the interested parties and other discussions regarding the subject of the meeting will be facilitated by the Executive Director. Such discussion shall commence no less than 21 days prior to commencement of the vote. 3. Meeting: In the discretion of the Board of Directors, any special membership meeting shall be held at a designated place or in whole or in part by means of electronic transmission. 4. Vote: The Executive Director will determine the methodology and procedure to vote on the issue. Such procedure shall be by electronic means for a period of not less than 14 days and reasonably accessible to all eligible IGDA members. 5. Only members eligible to vote on the date notice is given for the meeting shall be allowed to vote at a special meeting.

and procedure to vote on the issue. Such procedure shall be by electronic means for a period of not less than 14 days and reasonably accessible to all eligible IGDA members. 5. Only members eligible to vote on the date notice is given for the meeting shall be allowed to vote at a special meeting. Section 5. Quorum. For the purposes of removal of a member of the Board of Directors a quorum shall consist of twenty percent (20%) of the total members eligible to vote on the date notice is given for the meeting. For all other membership actions a quorum shall consist of the members present during a meeting of the members provided proper notice for the meeting is given. A majority of the votes cast at a meeting at which a quorum is achieved shall constitute the action of the members. Section 6. Removal. Any member may be removed from membership and, for purposes of these bylaws, is not in “good standing” if the member (a) has failed to pay its annual dues for thirty days after such dues have become due; (b) the Member has demonstrated a lack of integrity or unethical behavior, as determined by the Board of Directors (e.g., violating the IGDA’s Code of Ethics), or (c) upon the affirmative vote of at least seventy-five percent (75%) of the members. ARTICLE IV BOARD OF DIRECTORS Section 1. Powers. There shall be a Board of Directors of the IGDA, which shall supervise and control the business, property, and affairs of the IGDA, except as otherwise expressly provided by law, the Articles of Incorporation of the IGDA, or these Bylaws.

members. ARTICLE IV BOARD OF DIRECTORS Section 1. Powers. There shall be a Board of Directors of the IGDA, which shall supervise and control the business, property, and affairs of the IGDA, except as otherwise expressly provided by law, the Articles of Incorporation of the IGDA, or these Bylaws. Section 2. Number and Qualifications. The Board of Directors of the IGDA shall be composed of up to six (6) Special Appointed Directors, at least three (3) Elected Directors (Article IV, Section 3 below), and if appropriate, one (1) Ex-Officio Director (Article IV, Section 6 below). The total number of Directors may be increased or decreased by affirmative vote the Board of Directors. All Directors are required to be members of the IGDA as of the time of their election or appointment, and to have been a member for at least the two (2) consecutive years prior to taking office. All Directors must remain as members in good standing of the IGDA for the duration of their term and adhere to the Board of Directors Code of Ethics. Section 3. Elected Directors. Elections of Elected Directors shall be conducted in accordance with the Election Procedures Policy adopted by the Board of Directors. The total number of members casting votes in the election of Directors shall constitute a quorum for such election.

Pages: 7
Words: 4,451
Format: PDF
Type: Legal

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