These are the latest version of the bylaws adopted by Judge Foundry. This page will be updated as the bylaws are amended.
Last updated: 11/20/23
1 Name
The name of the organization is stated in the articles of incorporation.
2 Purpose
The purpose of the organization is to promote the common business interest of tabletop game tournament officials in the United States and Canada.
3 Members
3.1 Classes of members.
There are six classes of members:
- level 1
- level 2
- level 3
- level 4
- level 5
- operations
- affiliate
Except as stated otherwise in the bylaws, each operations, level 1, level 2, level 3, level 4, and level 5 member has one vote and has the same rights and obligations. An affiliate member has none of the rights of membership, except the right to attend meetings.
3.2 Member eligibility and admission.
An individual will become a member of the organization if that individual
- is 16 years of age or older,
- is in the United States or Canada,
- completes the member admission procedure developed by the board of directors, and
- pays the first month of membership dues.
When admitted to membership, an individual becomes an affiliate member. The board of directors may develop criteria and a procedure to admit or reinstate a member directly into any class of member. A two-thirds vote is required to adopt, amend, or rescind the member admission criteria or procedure.
3.3 Member advancement.
The board of directors will develop criteria and procedures for a member to advance to a different class of membership. A two-thirds vote is required to adopt, amend, or rescind the member advancement criteria or procedures. Upon successful completion of the advancement procedure, a member in good standing will automatically be reclassified into the new membership class.
3.4 Membership renewal.
3.4.1 Each member who is not an affiliate member must complete an annual membership renewal procedure on or before March 31.
3.4.2 These members are exempt from the membership renewal requirements:
- a member who completes the member admission procedure described in § 3.2 on or after October 1 immediately prior to the renewal deadline
- a member who completes the advancement procedure described in § 3.3 on or after October 1 immediately prior to the renewal deadline
- any individual, group, or class of members granted an exemption by the board of directors by a two-thirds vote
Proviso: Every member is exempt from the annual membership renewal requirements for the renewal date on March 31, 2024.
3.4.3 The board of directors will develop the membership renewal criteria and procedure for each class of member. A two-thirds vote is required to adopt, amend, or rescind the renewal criteria or procedures.
3.4.4 A level 2, level 3, level 4, or level 5 member who does not complete the renewal procedure will be automatically demoted one numerical level on May 1.
3.4.5 A level 1 or operations member who does not complete the renewal procedure will be automatically demoted to affiliate member on May 1.
3.4.6 Notice will be sent no later than April 5 to each member who has not completed the membership renewal procedure, is not exempt from the membership renewal procedure, and is not an affiliate member. The notice will include the following:
- the membership class the member will be demoted to
- the date the demotion will occur
- how the member can request an exemption
3.5 Dues.
Membership dues must be paid monthly on or before the first day of each month. The amount and method of payment are determined by the board of directors. All classes of members pay the same amount of dues.
3.6 Nonpayment of dues.
3.6.1 Notice will be sent to a member who does not pay membership dues by the due date. The notice must be sent no later than five days after the missed due date and must include:
- the date when the member’s membership rights will be suspended
- the date when the member will be dropped from membership
3.6.2 Membership rights are suspended for any member who is delinquent in the payment of membership dues 15 days after the notice described in § 3.6.1 has been sent to the member.
3.6.3 A member will be automatically dropped from membership when both of the following are true:
- the member is two months delinquent in the payment of any monthly membership dues
- at least 15 days have passed since the notice described in § 3.6.1 has been sent to the member
3.7 Voting rights.
The members have the right to vote:
- to elect or remove directors
- to amend the articles of incorporation
- to amend the bylaws
- to adopt, amend, or rescind special rules of order for meetings of the members
- to adopt, amend, or rescind special rules of order for elections
- to adopt, amend, or rescind standing rules
- to approve a merger or consolidation of the organization with another organization
- to convert the organization to something other than a nonprofit corporation
- to dissolve the organization
- on any item of business submitted to the members by the board of directors
- to express the members’ opinion on any action taken by the board of directors
- to request the board of directors take action on a particular subject
3.8 Disciplinary actions.
Except as provided elsewhere in the bylaws, the association will follow the disciplinary procedures provided in the parliamentary authority, except that
- the board of directors will act in place of the members, and
- expulsion requires a two-thirds vote at a meeting of the board of directors.
A director may not vote on their own disciplinary action.
3.9 Good standing.
A member is in good standing when their membership rights are not suspended due to disciplinary proceedings or being delinquent in payment of membership dues.
4 Meetings of the Members
4.1 Annual meeting.
The annual meeting of the members will be held in September. The board of directors will determine the date, time, and location of the annual meeting. The purposes of the annual meeting are to elect the directors, to receive reports of the officers and board of directors, for any items of business submitted to the members by the board, and for any other business that may arise.
4.2 Special meetings.
A special meeting of the members may be called by the president, by the board of directors, or by the assembly during a meeting of the members. A special meeting must be called if 10% of the members submit a written request for the meeting. The written requests must include the purposes for the meeting. Only business within the purposes stated in the meeting notice can be conducted at a special meeting of the members.
4.3 Notice.
Notice of each annual or special meeting of the members must be sent to each member between 21 and 60 days prior to the meeting. The notice must include the date, time, and location of the meeting; the complete connection instructions for a meeting that will use remote communication; and any other required information. The notice for the meeting will also be posted on the organization’s web site. The notice for a special meeting must also include the purposes of the meeting.
4.4 Quorum.
A quorum is present at a meeting of the members when 10% of the members who are entitled to vote at the meeting are present or connected by remote communication.
4.5 Record date.
The board of directors may set a future date and time as the record date for a meeting of the members. The record date must be 60 or fewer days before the meeting. If the board does not set a record date, then the record date is 12:01 a.m. local time at the organization’s registered office on the day that the notice of the meeting is first sent to one or more members.
4.6 Members entitled to vote.
The members in good standing at the time of the record date are entitled to vote at the meeting of the members. After the record date, an individual’s change in status as a member in good standing does not affect whether they may or may not vote at the meeting.
4.7 Vote required to act.
Except for electing directors, the vote required for any action of the members is a majority of the members who are entitled to vote and who are present, unless a greater number of affirmative votes are required by applicable law, the bylaws, the special rules of order, or the parliamentary authority.
4.8 Remote communication.
The board of directors may authorize the use of one or more means of remote communication for any annual or special meeting of the members. The board may authorize a hybrid meeting—where some members attend in-person and others use remote communication—or a meeting to be held entirely by remote communication.
5 Board of directors
5.1 Power and authority.
The board of directors has full power and authority over the affairs of the organization. Except as otherwise provided in the bylaws, the board of directors exercises all corporate powers and has the authority given in applicable law. The board may adopt special rules of order or standing rules for the organization but may not alter any decision of the members related to the rules.
5.2 Composition.
The board of directors comprises five member directors and any number of advisor directors.
Proviso: The directors in office when this revision of the bylaws is adopted will become member directors for the same terms for which they were elected.
5.3 Member directors.
The members of the organization will elect the member directors.
5.4 Advisor directors.
5.4.1 The board of directors may designate one or more other entities—such as game publishers or tournament organizers—which are entitled to representation on the board. Each of these entities may appoint one director.
5.4.2 The board of directors may remove from an entity the right to representation on the board of directors. The removal of the entity’s right to representation will be effective at the end of the advisor director’s current term.
5.4.3 An advisor director may not vote.
5.5 Regular meetings.
A regular meeting of the board of directors will be held each October and at least quarterly after that. The board of directors will determine the date, time, and location of each regular meeting of the board. The president may set the date, time, or location if not already set by the board.
5.6 Special meetings.
A special meeting of the board of directors may be called by the president or one-third of the member directors. The person calling a special board meeting will determine the date, time, and location of the meeting. Only business within the purposes stated in the meeting notice can be conducted at a special meeting of the board.
5.7 Remote Communication.
Any director may participate in a meeting of the board of directors by remote communication as long as all directors can participate with each other, whether attending in person or communicating remotely. The board of directors may meet entirely by remote communication.
5.8 Notice for meetings.
5.4.1 Notice of each meeting of the board of directors must be sent to each director. The secretary or the person calling the meeting will send the notice.
5.4.2 Notice of a regular board meeting must be sent at least 21 days prior to the meeting. The notice for a regular board meeting does not need to include the purpose of the meeting unless otherwise required by applicable law, the bylaws, the special rules of order, or the parliamentary authority.
5.4.3 Notice of a special board meeting must be sent at least seven days prior to the meeting. The notice for a special board meeting must include the purposes for the meeting.
5.4.4 Notice of an adjourned meeting is not necessary if the adjourned meeting is announced at the meeting that created it.
5.4.5 Notice of each meeting of the board of directors will be posted on the organization’s web site. The notice will be posted at the same time it is sent to the directors.
5.9 Members may observe.
Members of the organization who are not directors may attend or observe each meeting of the board except when the board is in executive session. No action of the board of directors is void or invalid due to a member’s inability to observe a meeting of the board.
5.10 Quorum.
A majority of the member directors constitutes a quorum at a meeting of the board of directors. An advisor director is not counted in determining the number required for a quorum or whether a quorum is present.
5.11 Vote required to act.
The vote required for any action of the board is a majority of the member directors who are entitled to vote and who are present, unless a greater number of affirmative votes are required by applicable law, the bylaws, the special rules of order, or the parliamentary authority.
5.12 Compensation.
The directors receive no compensation except reimbursement for reasonable expenses.
6 Board elections and vacancies
6.1 Election.
The member directors are elected during the annual meeting using proportional ranked choice voting. The details of casting and counting votes using proportional ranked choice voting may be specified in special rules of order. To be eligible for election as a member director, including an election to fill a vacancy, a candidate’s name must appear on the ballot; write-in votes are not allowed. An individual is ineligible for election as a member director if they were a member of the election committee while the committee was deliberating or performing tasks related to that election.
6.2 Term.
The term of office for a director is one year or until a successor is elected, and the term begins October 1 following the annual meeting.
Proviso: The directors in office when this revision of the bylaws is adopted will become member directors for the same terms for which they were elected.
6.3 Qualifications.
A director must be an individual and 18 years of age or older. A member director must be a member in good standing and either a level 3, level 4, or level 5 member. An advisor director does not need to be a member or in a particular member class. A director does not need to reside in Minnesota.
Proviso: A member director need not be a member or in a particular member class until March 31, 2024.
6.4 Removal by members.
The members may remove all member directors, with or without cause, by a two-thirds vote at a special meeting of the members. The members may not remove a member director individually. If the member directors are removed from office, an election to replace them will be held immediately. The newly elected member directors will serve for the remainder of the term. The notice for the meeting must include these purposes for the meeting:
- the removal of all member directors
- the election of new member directors if the existing directors are removed
6.5 Removal by board.
A member director or advisor director may be removed, with or without cause, by a three-fourths vote at a meeting of the board of directors. A director may not vote on their own removal. The notice for the meeting must include the removal of directors as one of the purposes of the meeting, and it must include the names of the directors that are proposed to be removed.
6.6 Removal by board due to absence.
The board of directors may remove a member director by a vote of a majority of the directors who are present if the director has been absent from two regular meetings of the board of directors since the most recent annual meeting. Notice of the removal is not required to be given in advance.
6.7 Removal due to change in membership.
If a member director’s membership ends for any reason, or if a member director’s class ceases to be level 3, level 4, or level 5, the director is automatically removed from the board of directors.
6.8 Removal of advisor director.
The appointing entity may remove its advisor director at any time by sending written notification to the director and either the president or secretary.
6.9 Suspension.
If a member director’s membership rights are suspended due to disciplinary proceedings or being delinquent in the payment of membership dues, that member is also suspended as a director.
6.10 Vacancy, filled by recount.
If a vacancy in a member director position is created at least 90 days prior to the end of the term, it will be filled by recounting the ballots cast during the most recent election of member directors. The board of directors will notify the election committee within three days of the vacancy. When recounting the ballots, any candidate in that election is ineligible, and votes for that candidate will be reallocated accordingly, if the candidate (a) resigned from the board during the current term, (b) was removed from the board during the current term, or (c) withdraws from this recount process. The recount will use the same rules that were in effect during the election. After conducting the recount, the candidate selected in the earliest round of counting who is not already a current member director is elected to fill the vacancy. During the recount, if the number of exhausted ballots—as that term is defined in the rules for counting the ballots—exceeds 20% of the total votes cast, the results are considered invalid, and this method cannot be used to fill the vacancy.
6.11 Vacancy, filled by member election.
6.11.1 If a vacancy in a member director position is created at least 90 days prior to the end of the term, a special meeting of the members may be called to elect a member to fill the vacancy if either of the following are true:
- the election committee certifies that the process described in § 6.10 failed to elect a member to fill the vacancy
- the election committee fails to complete the process described in § 6.10 within 14 days after the board of directors notifies the committee of a vacancy
6.11.2 If the vacancy is created at least 180 days prior to the end of the term, a special meeting for the election must be called. If the vacancy is created at least 90 but less than 180 days prior to the end of the term, a special meeting for the election is optional.
6.11.3 If a special meeting is called, the notice for the meeting must be sent to the members within 30 days of the vacancy, and the meeting must be held within 30 days of the sending of the notice. If there are multiple vacancies to be filled at the meeting, the voting and ballot counting will use the rules currently in effect for the regular annual election of member directors. If there is only one vacancy to fill, the election will use instant runoff voting.
6.12 Vacancy, filled by board election.
If there is a vacancy in a member director position and the vacancy is not filled as described in § 6.10 or § 6.11, the board of directors will elect a member to fill the vacancy at a regular or special meeting of the board. The notice for the meeting must include the election of a member to fill the vacancy as one of the purposes of the meeting.
6.13 Vacancy filled, end of term.
An individual elected to fill a vacancy in a member director position will serve through the next September 30 or until a successor is elected.
6.14 Vacancy, appointment.
If there is a vacancy in an advisor director position, the appointing entity may appoint an individual to fill the vacancy by sending written notice to the president or secretary.
7 Officers
7.1 Officers.
The officers are a president, vice president, secretary, and treasurer.
7.2 Election.
The officers are elected by the board of directors at the first regular board meeting after the beginning of the term of the directors. A vote of a majority of the member directors present is necessary to elect. For each office, the election must be by ballot if there is more than one nominee for the office.
7.3 Term.
The term of an officer is one year or until a successor is elected. The term of office begins at the close of the board meeting at which the officer is elected.
Proviso: The first board of directors will elect the first officers at the board’s first meeting. The term of those officers will end at the close of the meeting when the next officers are elected on or after October 1, 2024.
7.4 Qualifications.
An officer must be a member director, except that an officer does not become ineligible to continue in office solely because the officer’s term as a director has ended.
7.5 Limitations.
The same individual may not simultaneously hold the office of president and any other office.
7.6 Duties of the officers.
The officers will perform the duties prescribed in the articles of incorporation, in the bylaws, in the parliamentary authority, and by the board of directors.
7.7 Removal by board.
The board of directors may remove an officer, with or without cause, by a two-thirds vote at a regular or special meeting of the board. An officer may not vote on their own removal. The notice for the meeting must include removal of officers as one of the purposes of the meeting, and it must include the names of the officers that are proposed to be removed.
7.8 Removal due to change in status.
If an officer ceases being a director for any reason the officer is automatically removed from office.
7.9 Suspension.
If an officer’s membership rights are suspended due to disciplinary proceedings or being delinquent in the payment of membership dues, that member is also suspended from office.
7.10 Vacancy in office of president.
In the event of a vacancy in the office of president, the vice president will automatically become president. If the vice president also holds any other office, that member is automatically removed from those other offices upon becoming president.
7.11 Vacancy in other offices.
In the event of a vacancy in any office other than president, the board of directors will elect a member director to fill the vacant office. The notice for the meeting must include the election to fill the vacancy as one of the purposes of the meeting.
7.12 Compensation.
The officers receive no compensation except reimbursement for reasonable expenses.
8 Committees of the members
8.1 Bylaws committee.
A bylaws committee of five members will be appointed by the board of directors promptly after the annual meeting. A member of the bylaws committee must be a member of the organization and may not be an affiliate member. No more than one member of the committee may be a director. The duties of the bylaws committee are the following:
- to review each proposed amendment and edit for proper form and for consistency with the rest of the bylaws
- to consolidate similar proposed amendments if the proposers agree
- to submit proposed amendments to the members together with the committee’s recommendation for action
- to ensure, with the assistance of legal counsel, that the bylaws are in compliance with applicable law
- to prepare and submit a proposed revision of the bylaws if a revision is authorized
- to perform any other duties assigned by the members, as specified in the standing rules, by resolution, or by motion
8.2 Election Committee.
8.2.1 An election committee will conduct each election.
8.2.2 The board of directors appoints the first chair of the election committee. Once appointed, the chair will serve indefinitely. The board of directors may remove the chair with or without cause. An action to remove the chair must be taken during a meeting of the board and must not be taken during executive session; this rule may not be suspended. If there is a vacancy in the chair for any reason other than removal by the board of directors, the current members of the committee will appoint the new chair; the new chair does not need to be a current member of the committee. If the chair is removed by the board of directors, the board will appoint a member to fill the vacancy.
8.2.3 The chair of the election committee is a member of the committee. The chair may appoint or remove the other members of the committee. Each member of the committee, including the chair, must be a voting member of the organization. A member of the committee who ceases to be a voting member of the organization will automatically be removed from the committee. A member of the committee who becomes a candidate for any office or position is prohibited from participating in any committee activities related to that office or position.
8.2.4 The duties of the committee are
- to administer all elections
- to solicit nominations for elections
- to provide a central communication platform for the candidates
- to administer a candidate forum or an electronic alternative to a forum
- to propose rules relating to nominations and elections
- to ensure fairness for all candidates throughout the election process
Proviso: The chair and members of the election committee previously appointed by the board of directors will continue in those roles.
8.3 Other committees.
Other standing committees or special committees of the members may be created and appointed by the members at a meeting of the members or as specified in the standing rules.
8.3 Authority.
No committee of the members may exercise any power of the board of directors.
9 Committees of the board
The board of directors may create and appoint committees according to the rules in applicable law and the parliamentary authority.
10 Indemnification
The organization will indemnify a current or former director, officer, or employee to the fullest extent allowed under applicable law.
11 Fiscal year
The fiscal year is October 1 through September 30.
Proviso: The first fiscal year starts on the date of incorporation and ends on September 30, 2024.
12 Parliamentary authority
The current edition of Robert’s Rules of Order Newly Revised is the parliamentary authority. The rules contained in the parliamentary authority shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with the articles of incorporation, these bylaws, any special rules of order that may be adopted, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.
13 Amendment
13.1 Submitting proposed amendments.
A proposal to amend the bylaws may be submitted by the bylaws committee, the board of directors, or ten or more members. If submitted by a group of members, at least one of the submitters must be a level 5 member, and there must be submitters from at least two classes of member in addition to level 5. An affiliate member may not submit a proposal to amend the bylaws.
13.2 Submission deadline.
If proposed by the board of directors or members, an amendment to the bylaws must be submitted to the bylaws committee no later than
- May 31 for consideration at the next annual meeting, or
- 90 days prior to a special meeting of the members for consideration at that meeting.
The bylaws committee may propose an amendment to the bylaws any time before it sends notice of the proposed amendments to the members.
13.3 Notice of proposed amendments.
The bylaws committee will give notice to each member who is entitled to vote at the meeting between 21 and 60 days before the meeting. The notice will include the proposed bylaw amendments. The notice of the proposed amendments may be included in the notice for the meeting or sent separately.
13.4 Adoption of amendments with notice.
If notice of a proposed bylaw amendment has been given as described in § 13.3, the amendment may be adopted by a two-thirds vote at the meeting of the members.
13.5 Adoption of amendments without notice.
If notice of a proposed bylaw amendment has not been given, the amendment may be adopted by a nine-tenths vote at a meeting of the members.
Document History
Revised November 20, 2023