Youngstown Exiles, Inc.
Adopted May 20, 2012
Article I: Name
The Youngstown Exiles, Inc. is incorporated in the State of Ohio. Herein it will be referred to as Exiles.
Article II: Purpose
Based in the Youngstown metropolitan area, Exiles is a private, non-profit, members-only organization for adults who are actively involved, curious about, or seriously interested in leather/BDSM/fetish/kink-related alternative lifestyles and activities (‘the community‘).
Exiles primary goal is that of education, including the establishment and maintenance of an educational, informational and support network for the community. Secondary goals include social activities for Exiles members and their guests, as well as outreach to the community.
Membership in Exiles is open to adults 21 years of age or older, regardless of sexual orientation, religious belief, ethnic origin, physical ability, gender identity presentation or HIV status. Exiles stresses courteous, tolerant, and respectful behavior, as well as the responsible practice of Safe, Sane, and Consensual behavior, Risk Aware Consensual Kink, or other forms of consensual power exchange. Exiles welcomes adults, be they curious, novices, or experts, who have open minds, playful spirits, and a desire to learn and/or teach.
As a community organization, Exiles feels that it is important to reach out and to maintain contacts with other groups, organizations, and communities which share similar interests and ethics to those of Exiles.
Article III: Operating Rules
Exiles is a non-profit organization, operated to fulfill the purposes stated above in Article II of the Exiles, Inc. Bylaws (“Exiles Bylaws“).
Article IV: Membership
In order to apply for membership in Exiles, an adult person 21 years of age or older must visit the Exiles at least one time, complete and sign an application for Exiles membership as well as the Exiles waiver form, and submit those documents to Exiles along with the current membership dues. The Board in its sole discretion has the right to accept the application or to reject the application with or without cause; in the event membership is denied, the Board will return any monies submitted with the application.
The Board maintains the right to bar or exclude any individual, regardless of membership status, from any event.
A majority plus one of the Board may permanently bar any individual who has been found to be repeatedly disruptive to normal operations of Exiles.
Membership is non-transferable.
Section 1 : Rights of Members
a) To attend and participate in Exiles-sponsored events or functions, as desired;
b) To sponsor guests to Exiles in accordance with the current Exiles guest policy;
c) To nominate members for the Board;
d) Following six months of continuous membership in good standing, to cast a vote in elections for Exiles Board of Directors;
e) To provide written suggestions, complaints, or comments to any Board member and;
f) Other rights as may be provided for by the Exiles bylaws and/or Exiles Members Manual
Section 2 : Obligations of Members
a) To be fiscally responsible to Exiles by paying dues, mandatory special assessments, or other fees in a timely manner;
b) To abide by all rules and regulations as may be promulgated by Exiles and communicated to Exiles members via the Exiles Members Manual; and
c) To support, as much as possible, the activities of the Exiles by attending, participating, and volunteering.
Section 3 : Members Meetings
Exiles will hold no less than two member meetings during the calendar year; one meeting will be held in late summer/early autumn, and the second will be held in late winter/early spring. All member meetings will be announced at least 30 calendar days prior to the meeting date. An agenda shall be published a minimum of 72 hours in advance. In urgent or emergency situations, the Board may call a member meeting with less advance notice but as far in advance as possible. All members in good standing are eligible to vote on any issue raised at Members Meetings.
Section 4: Revocation or Non-Renewal of Membership
The Board shall have the right to refuse, without comment, any application. Any member who violates the bylaws, is injurious to the character or interests of the Exiles, or is extremely disruptive, shall cease to a member following the majority vote decision of the Board (as referenced in Article IV, Paragraph 3). The Board reserves the right to deny membership to any individual or group in its sole discretion.
Notwithstanding the discretionary nature of membership, infraction of any Exiles Rules and Regulations may result in a member's membership being suspended or revoked. The basis for the suspension or revocation may include but is not limited to the following acts.
7 Violation of Exiles rules and/or regulations.
7 Conduct within the community that reflects negatively on the Exiles or the membership.
7 Conduct that is malicious or deliberately harmful to the Exiles and/or other similar organizations.
7 Refusal to meet financial obligations or service alternatives in support of the organization.
Article V: Board of Directors
Section 1: Composition, Term, and Election of the Board of Directors
The Exiles Board of Directors (“Board“) consists of not less than five and not more than seven members, all elected by Exiles members as set forth herein. The minimum five members will fill the positions of President, Vice President, Secretary, Treasurer and Director 1; in the sole direction of the Board, the optional additional two members would fill the positions of Director 2 and Director 3. Specific Board positions and responsibilities may be changed at the sole discretion of the Board.
Members of the Board shall be elected for a term of two years by Exiles members in good standing. Vacancies shall be filled in accordance with Article V, Section 7 of the Bylaws.
Elections for the Board of Directors shall be held on the fourth Saturday in July of each year. Board members will be seated on the September 1 following election. Elections will be held in odd numbered years for the positions of President, Secretary, Director 1, and Director 3 and in even numbered years for the positions of Vice President, Treasurer, and Director 2.
Section 2: Meetings of the Board of Directors
The Board shall follow modified Roberts Rules of Order. A quorum consists of a simple majority of the current Board members. All issues to be decided by a vote of the Board shall require a simple majority of the Board members present unless otherwise specified by the Bylaws. Proxy votes are prohibited. The Secretary or their designee shall record minutes of Board meetings. Minutes will be kept on file and will be made available to Exiles members upon request.
Section 3: Obligations of the Board of Directors
The board shall be empowered to make decisions to operate the organization in a fiscally responsible manner. Typical activities of the Board of Directors can be found in the Exiles Members Manual.
Section 4: Eligibility of Members to Vote in a Board of Directors Election
To cast a vote in the Board elections, an Exiles member must have been a member in good standing for six continuous months prior to the election. Absentee ballots are allowed and are governed by terms stated in the Exiles Membership Manual. Voting by proxy is prohibited.
Section 5: Eligibility of Candidates for the Board of Directors
a) To be eligible for election, a candidate:
i) must have been an Exiles member in good standing for a minimum of six months prior to election;
ii) must not be living together or be in an ongoing romantic, sexual, and/or power exchange relationship with any current member of the Board or any other candidate in the same election;
iii) must disclose to the Board and membership responsibilities with other alternative lifestyle committees or organizations;
b) To be eligible for election to the position of President of the Board, a candidate
i) must, as of the date of the election, have served on the Board for a minimum of one year at any time and in any position; and
ii) must meet the requirements set forth in Article IV, Section 5a above.
Section 6: Removal of a Board Member
If a person has been absent from the meetings of the board for more than three regularly scheduled board meetings (unless the absence has been excused by the approval of a majority of the Board), then the Board will remove that individual by unanimous vote and fill the resulting vacancy in accordance with the Bylaws.
In the instance that a board member is deemed to be acting in a way that is counterproductive to the greater good of the group, that board member may be removed by a unanimous vote of the remaining members of the board.
The removed Board member remains an Exiles member, subject to all rights and obligations of Exiles membership. Board members who have been removed will not be eligible to have their dues waived as stated in Article V, Section 1, Paragraph 2.
Section 7: Vacancies on the Board of Directors
a) If the position of President of the Board becomes vacant for any reason and the remaining term is less than six months, the Vice President will assume the role of President for the remainder of the term, and the Director who has served on the Board for the longest period of time will step up to the position of Vice President. The Board may then appoint a member in good standing to fill the remaining term of the position previously held by the new Vice President.
b) If any Board position other than President becomes vacant and the remaining term of that position is less than six months, the Board may appoint a member in good standing to fill the remaining term of that position.
c) If any Board position other than President becomes vacant and the remaining term of that position is greater than six months, the Board will hold a special election as set forth in Article IV, Section 8 below.
Section 8: Special Elections for the Board of Directors
The same qualifications, requirements, and general procedures will be followed in special elections as for the regular Board election as set forth herein. Specifically, however:
a) At least six weeks prior to the date of the special election the Board will announce the date and time of a membership meeting at which the special election will be held, the seats to be filled, and the election process;
b) Nominations will be accepted for two weeks following the election announcement;
c) Within two calendar days of the closing of nominations, the Board will publish the list of nominees;
d) The candidates may begin campaigning once the list is published and continue until the date of the election; and
e) The new President and/or Board member(s) will be seated immediately following the election.
Section 9: Positions Appointed by the Board of Directors
The Board may appoint members in good standing to chair or participate in committees, functions, or activities in furtherance of the Exiles’ goals. All such members serve at the pleasure of the Board and may be removed by a majority vote of the Board, with or without cause. The chair of a committee will report directly to an assigned Board member, and a committee chair may be required to attend specific Board meetings
Article VI: Insignia
The official logo of the organization may only be changed by unanimous vote of all members.
The official logo may be used on printed or other materials when deemed appropriate by the Board. Members may use the official insignia on clothing and apparel for personal use only, so long as they have member status as defined in Article III.
No member shall use the official insignia or organizational name on printed items or clothing that are used for that members' business purposes, or personal money-making efforts, or to represent events or functions which are not officially sanctioned as being Exiles events or functions.
Article VII: Dues
The dues shall be established by the Board at the first meeting of the year. Otherwise, the dues shall be $25 per year.
Article VIII: Amendment of Bylaws
Any member in good standing may submit a proposed change to the bylaws. The proposed change will then be entered as new business, and must be voted on in the next meeting of the Board. If the change is approved by a majority vote of the Board, it must then be ratified by the membership by a 2/3 vote of the membership (less abstentions), to be amended in the bylaws.
Article IX: Debt Obligations and Personal Liability
No member, officer, or director of this corporation shall be held personally liable for the duly incurred debts or obligations of this corporation, nor shall any of the personal property of the members, officers, or directors be subject to the payment of the debts or obligations of this corporation.
Article X: Dissolution
Should it become necessary to dissolve this organization, all assets will be given to another non-profit, 501(c)3, community, with preference given to another non-profit, alternative lifestyles organization, as decided by the Board.
Witnessed on May 20, 2012: