70 documents
The bylaws establish the governance framework for the International Game Developers’ Association, Inc., a California nonprofit dedicated to supporting professionals in the game development industry. The organization’s principal office is determined by its Board of Directors, while a registered agent must be maintained in the state of incorporation. The bylaws affirm the association’s nonpartisan status and outline its purpose as a public benefit corporation. Membership is divided into individual, organizational, and honorary categories. Individual members hold voting rights on key matters such as board elections, asset disposition, mergers, and dissolution; organizational and honorary members receive benefits but lack voting power. Annual dues are set by the Board, and membership eligibility requires good standing, including timely payment of dues. Removal provisions allow for nonpayment, unethical conduct, or a 75 % member vote. The Board of Directors may comprise up to six appointed directors, at least three elected directors, and an optional ex‑officio director. Directors serve three‑year terms, must be members in good standing for two years prior to election, and are subject to removal by member vote or Board action. The Board governs day‑to‑day operations, appoints officers (Chair, Vice‑Chair, Secretary, Treasurer), and may form committees, chapters, and special interest groups. Executive meetings can occur via email consent or telephone. The bylaws detail officer duties, conflict‑of‑interest policies, and a code of ethics. An Executive Director serves as chief executive officer under Board oversight. Fiscal year aligns with the calendar year, and indemnification provisions protect directors, officers, and employees from liabilities incurred in good faith. Amendments require a majority vote of either the membership or the Board, ensuring flexible governance while maintaining accountability.
The bylaws establish the governance framework for the International Game Developers’ Association, Inc., a California‑based nonprofit created to serve public purposes within the game development community. The organization’s principal office is at a location chosen by its Board, while a registered agent must be maintained in the state of incorporation. The bylaws define three membership classes—individual, organizational, and honorary—with voting rights reserved for individual members in good standing. Annual dues are set by the Board, and membership meetings include an annual gathering and special meetings that may be called by the Chair or a 5 % member petition, with detailed notice and electronic voting procedures. Quorum requirements vary: a 20 % threshold for board removal actions, and simple majority for other matters. The Board of Directors may comprise up to six appointed directors, at least three elected directors, and an optional ex‑officio director. Directors serve three‑year terms, must be members for two consecutive years prior to election, and are subject to removal by member vote or Board action. Officers—Chair, Vice‑Chair, Secretary, Treasurer—are appointed by the Board and serve one‑year terms, with the Vice‑Chair appointed midterm. Executive committees and various standing committees may be formed to carry out board authority, except for amendments or dissolution. Additional provisions cover conflict‑of‑interest disclosure, a Code of Ethics, indemnification for directors and officers, fiscal year alignment with the calendar year, and procedures for amending bylaws. The structure emphasizes nonpartisanship, transparency, and accountability through defined voting rights, notice requirements, and governance protocols.