a pansexual, panfetish, educational and social organization

DD By-law Draft

Revised Desert Dominion By-Laws
June 1, 2011
Richard Muller

Article I Name and Registered Office
Section 1.01: Name. The name of the Corporation shall be Desert Dominion, Inc., a nonprofit
Corporation organized in accordance with the laws of the State of Arizona.

1.02: Registered Office. The Corporation shall maintain its registered office in the State of
Arizona.

1.03 References. The Corporation may also be referred to in these by-laws as the "Club,"
"the Corporation" or "DD." The Corporation's Governing Council may be referred to as
"GC," and General Membership Meetings as "GMM."

Article II Corporate Purpose
2.01 Purpose. The purpose of the corporation is to conduct and support educational and
social activities for adults interested in consensual, risk-aware alternative sexual and lifestyle
activities. The corporation will conduct seminars, demonstrations, and discussion groups,
and will provide a safe and supportive environment for the expression of alternative sexual
and lifestyle practices among consenting adults.

Article III Membership
3.01 Classes of members. There shall be three classes of members.
3.01a General Members have attended an orientation session explaining club rules and
procedures, have agreed in writing to abide by these rules, have signed an informed consent
and release of liability, and have presented legal identification which shows that they are at
least 18 years of age. Only General Members can be members of the Governing Council,
the Board of Directors, and standing committees. General memberships can extend for
three or twelve months. Dues for General Members shall be set by the Governing Council.
3.01b Temporary Members have met all the above requirements, but have not attended an
orientation and may thus may be excluded from certain events and activities, and may not
serve on boards, councils, or committees. Temporary memberships are generally issued for
a specific event or day. Dues for Temporary Members shall be set by the Governing Council.
3.01c Special Event Memberships can be issued for periods up to one month in conjunction
with special Club events. These members have attended an orientation session explaining
club rules and procedures, have agreed in writing to abide by these rules, have signed an
informed consent and release of liability, have presented legal identification which shows that
they are at least 18 years of age. These members have no voting rights and cannot hold
office. Dues for these memberships shall be set on an event-by-event basis by the GC.

3.02 Responsibilities of Members. Members shall be responsible for conducting themselves
in accordance with the rules of the Club and for maintaining dues payments in a current
fashion. Members shall at all times act so as to be a credit to themselves and the Club, and
accept the responsibility of participating in Club activities in a manner which preserves their
own physical and emotional health and well-being as well as that of other members.
Members agree to be respectful of different practices, orientations, and desires among the
membership, and to be careful stewards of the facilities and property of the Club.

3.03 Revocation, and reinstatement of membership
3.03a Removal of Members. Membership may be revoked by a 2/3 vote of those present
and voting at a regular Governing Council meeting, provided that the Member involved and
the General Membership as a whole were informed at least 30 days before the proposed
revocation. The Secretary of the GC will inform the member involved and the General
Membership of the revocation if it is decided.
3.03b Reinstatement of a Member
(1) After one year, an individual who was removed from membership and wishes to rejoin
may apply to the GC. The matter will be referred to the next regular monthly GC meeting.
(2) Members may be reinstated to membership by a 2/3 vote of those present and voting at a
regular GC meeting.
(3) When membership lapses as a result of not paying dues, a former member does not
need to apply for reinstatement, and will be reinstated upon payment of dues. This may
occur at any time.

3.04 General Meetings of the Membership (GMM)
3.04a Regular GMMs. There shall be two regular General Membership Meetings. One, in
January of each year, shall be for the purpose of electing members to the Governing Council
The other, in July, shall be for the purpose of considering any other proposals which may be
brought forward by the membership, the Council, or the Board of Directors.
3.04b Special GMMs. Special meetings of the General Membership may be called by the
Governing Council or by petition of 10 General members in good standing.
3.04c Notice of meetings. The membership must be given at least 45 days prior notice of
any GMM, the agenda for the meeting, and/or the names of any candidates for office.

3.05 Voting rights. In order to vote at a GMM, a person must have been a General Member
on or prior to the last day of the month preceding the meeting.

3.06 Nominations and agendas Any nomination or proposal to be brought to a GMM must
be made in writing to the Secretary of the Governing Council at least 60 days prior to the
date of the meeting. The Secretary shall confirm with any nominated individual that they are
willing to serve, and shall then publish the list of nominees in accordance with 3.04c above.
Nominees must have been General Members for at least 6 months prior to the date of the
GMM.

3.07 Amendments Amendments to proposals placed on the GMM agenda may be proposed
and considered in the course of the meeting, in accordance with commonly accepted rules of
procedure. Amendments which constitute, in the judgement of the chair, a new or substitute
motion shall be ruled out of order.

3.08 Majority. Decisions at a GMM will be made by a majority vote of those present, except
as may be specified elsewhere in these by-laws.
Article IV Board of Directors

4.01 There shall be a Board of Directors consisting of not fewer than three and not more
than five persons.
4.02a Responsibility of the Board. The Board shall perform whatever duties may be
required to maintain the club in good standing with the Arizona Corporation Commission and
the tax authorities of the United States and the State of Arizona. In particular, it shall assure
that filings with tax authorities and the Arizona Corporation Commission are submitted in a
proper and timely manner.
4.02b Participation in Club Governance. Members of the Board shall receive copies of the
minutes and reports of the Governing Council and all committees, may place items on the
agenda of the Governing Council and the General Membership meetings, and may
participate in discussions of any agenda items initiated by the Board. Other than these
activities and those indicated in Sec 4.02a above, the Board shall not participate in the
ordinary and regular governance of the club.

4.03 Membership. Members of the Board are appointed by a majority vote of the Governing
Council, and serve until the individual resigns or is recalled by a unanimous vote of the
Governing Council. If a Board member is also a Council member, they shall not vote on any
motion to remove themselves from office, and may be removed by a unanimous vote of all
other Council members.
4.02a Resignations. Board members may resign at at time by delivering a written notice to
the Governing Council, which shall then appoint a successor.
4.02b Annual Meeting. The annual meeting of the Board required by the Arizona
Corporation Commission, shall take place in the month of April.

4.04 Special Meetings. Special meetings of the Board may be called by any Board
member, by majority vote of the Governing Council, or by petition of any 10 General
Members in good standing.

4.05 Officers and procedures. The Board may elect from its own number such officers as it
sees fit, or as may be required by Arizona Corporation Commission rules, and will establish
its own rules of procedure.
4.06 Proxies. Voting proxies are expressly prohibited.

Article V The Governing Council
5.01a Responsibilities of the GC The ordinary and routine business of the Club shall be
conducted by a Governing Council, which shall consist of no fewer than 5 and no more than
7 General Members, elected as specified above in Section 3.04a.
5.01b Membership. Any change in the number or duties of the members of the GC shall be
determined by the membership at the GMM preceding the meeting at which the election
takes place. This will normally be in July preceding the January GMM.

5.02 Officers. The members of the GC shall be the Officers of the Club. In addition to
sharing overall responsibility for the Club's activities and well-being, each Officer will have
specific responsibilities. Some of these responsibilities may shift from year to year as
different individuals hold the jobs: Each year when a new Council takes office, the group will
allocate some areas of responsibility to its members, according to their interests and
abilities. The fixed general responsibilities of each Officer, which is as follows:
5.02a President: Acts as the spokesperson for Desert Dominion. Officiates at Desert
Dominion Council meetings and General Membership Meetings. Responsible for overall
conduct of the affairs of the Council and the Club.
5.02b Vice President: The VP acts for the President whenever the President is unavailable
and coordinates the individual council members in the performance of their basic duties. The
VP may be delegated other responsibilities by the President.
5.02c Secretary: Keeps the records of Desert Dominion's GC and Board of Directors.
Prepares agendas and announcements for General Membership meetings. Takes the
minutes at monthly GC meetings. Ensures that appropriate Desert Dominion records are
available to the membership.
5.02d Treasurer: Manages the Club's funds. Keeps accurate and sufficient information about
income and expenses. Manages bank accounts on behalf of the Club. Disburses
reimbursements for club-related expenses. Collects and reconciles cash from the safe.
Schedules and chairs financial committee meetings as necessary. Arranges an annual
external audit of DD's books.
5.02e Membership Director: Oversees efforts to increase, orient and protect the privacy of
the membership of Desert Dominion. Maintains the roster of past and current members.
Schedules regular orientations for new members. Works closely with the Education and
Social Directors to ensure that information about Desert Dominion and its activities is
available to potential new members in the community.
5.02f Education Director: Establishes and supports the Club's broad outreach and
educational program. Schedules regular seminars and talks given by a mixture of internal
and external speakers. Attempts to expand the awareness of Desert dominion members and
the community at large regarding alternative Lifestyle practices and experiences. Ensures
that Desert Dominion educational events are publicized.
5.02g Social Director: Schedules and arranges the detail of various Desert Dominion parties
and events. These include Holiday parties and other themed parties. Coordinates the
barbecues which take place at General Membership meetings and other Club functions.

5.03 Term of office. GC members shall hold office for a term of one year. No member may
hold an office for more than two consecutive years. Resignations from the GC shall be
appointed by the remaining members of the GC. Each member's term of office shall
commence on the first day of the month of the GMM at which they were elected. This shall
usually be February 1.

5.04 Removal. GC members can be removed by a unanimous vote of the remaining Council
members. The GC will remove members who are, in its judgement, regularly in default of
their assigned duties. It may remove members for other good and sufficient reasons. GC
members can also be removed by a 2/3 vote of the General Membership present at a GMM.

5.05a Meetings of the GC. The GC shall meet at least once a month. A quorum for a GC
meeting shall be half of the GC membership, plus 1.
5.05b Transparency. GC Meetings shall be open to all General Members. Agendas shall be
made readily available to all members at least 5 days prior to each meeting. Members are
encouraged to attend GC meetings, and, at the discretion of the Chair of the meeting, may
comment on matters under consideration. Motions passed by the Council shall be recorded
in minutes, which shall be made accessible to all General Members in a timely fashion.
5.05c Special Meetings A special meeting of the GC may be convened by any member of
the GC or the Board of Directors.
5.05d Executive sessions. The GC may vote to go into closed "executive" session in order to
discuss personal issues relating to a Member or unusually sensitive financial matters.
Decisions made in executive session must then be reported in the public minutes.

5.06 Proxies. Voting by proxy is expressly forbidden.

Article VI -- Committees
6.01 Creation. The GC may appoint committees for various purposes. A member must be
named as the committee chair, and a specific written charge given to the committee at the
time of its creation. Committees will report as requested to the GC and/or the membership.

6.02 Committee terms of office. Committees may be created for a specific project or for
continuing responsibilities. Project committees will terminate when the project is complete
and a final report is delivered to the Council. Standing committee memberships will
terminate when the GC that appointed them goes out of office.

6.03 Rules and procedures. Committees may adopt their own rules and procedures
provided that those do not conflict with these by-laws.

Article VII -- Fiscal governance
7.01 Fiscal year. The fiscal year of the corporation shall end at midnight of December 31st
of each year.

7.02 Deposit of funds. All funds of the Corporation not otherwise employed shall be
deposited in banks, trust companies, credit unions, or other depositories which the GC
deems reliable and prudent.

7.03 Signatures. Checks, drafts, endorsements, or notes of the corporation shall be signed
by such officers or agents as the GC shall authorize. In no event shall funds be disbursed, or
indebtedness incurred, in any amount exceeding $200 without the signature of at least two
authorized persons, one of whom must be an Officer.

7.04 Loans. No loans or advances shall be contracted on behalf of the corporation, and no
note or other evidence of indebtedness shall be issued in its name, unless specifically
authorized by the GC. Any such authorization may include authorization to pledge, as
security for loans or advances so authorized, any or all securities and other property at any
time held by the corporation.

7.05. Contracts. Any officer specifically authorized by the GC may, or behalf of DD, enter
into contracts that are specifically authorized by the GC.

7.06 Indemnification. The corporation may, at the expense of the corporation, provide the
Board of Directors and GC members with "Directors and Officers" insurance as appropriate.

7.07 Inspection of corporate records. The financial records and minutes of all meetings shall
be open to inspection by written request of any General Member. Such request shall be
delivered to the Secretary of the GC no less than five days before the date specified for the
inspection.

Article VIII -- Amendments
These by-laws may be amended or repealed and new by-laws may be enacted by a majority
of General Members present at a GMM.

Article IX -- Dissolution
In the event of the dissolution of the Corporation, assets shall be transferred to an
organization or organizations with like purposes, as specified in the Articles of Incorporation.