BY-LAWS (PROPOSED)

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In February of 2025, the club's founding members invited all interested and active club affiliated people to join us in drafting a set of by-laws that would help formalize the organization and officially hand over direction and control of the group to a new generation of leaders that will help the group continue it's incredible growth.

 

The by-laws below are currently going through the process of being ratified by an official club membership. If you have comments on the items below, email northstarrubberclub@gmail.com and let us know what you think! 

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Our comment period will be open until Friday, May 16, 2025.

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Proposed By-Laws -- April 10, 2025

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ARTICLE I — NAME AND PURPOSE

 

Section 1 - Name: The name of the organization shall be North Star Rubber Club. It shall be an unincorporated association under the laws of the State of Minnesota.

 

Section 2 - Purpose: North Star Rubber Club is organized for social and education purposes, and to promote community for rubber folk in Minnesota and neighboring states.

 

ARTICLE II — MEMBERSHIP

 

Section 1 - Eligibility for membership: Membership shall be open to any adult (18+) current resident of Minnesota or a neighboring state interested in latex, industrial rubber, neoprene, spandex, or sports gear fetishes. Membership may be granted after attendance of any official North Star Rubber Club event, full payment of annual dues, completion of a membership application and approval by the board of directors. 

 

Section 2 - Annual dues: Annual dues of $10 are required for membership. These dues are to be paid in full and will not be prorated. 

 

Section 3 - Membership renewal: The annual membership term runs each calendar year. Members in good standing may renew their membership by completing the membership renewal form and issuing full payment of annual dues. 

 

Section 4 - Rights of members: Each member in good standing shall be eligible to cast the member’s vote during the organization’s annual meetings and during officer elections. 

 

Section 5 - Resignation and termination: Any member may withdraw their membership with notice to the board. A member can have their membership terminated by violation of the organization’s code of conduct at the discretion of the board of directors. Upon termination, membership information shall be retained by the organization for purposes of records retention.

 

Section 6 - Good standing: Unless their membership has been terminated as outlined in Section 5, a member is deemed to be in good standing following attendance of any official North Star Rubber Club event, full payment of annual dues, approval of membership application or renewal, and if the member is in compliance with the code of conduct.

 

ARTICLE III — MEETINGS OF MEMBERS

 

Section 1 - Annual meetings: One annual meeting of the members shall take place in the calendar year prior to that year’s MIR contest. The specific date, time and location of which will be designated by the board of directors. At the annual meeting the members shall elect a board directors and officers, receive reports on the activities of the organization, and participate in discussing the direction of the organization for the coming year. The only voting that shall be conducted at the annual meeting is the election of the board of directors and any proposed amendments to bylaws. Annual meeting notices shall be distributed to membership at least one month in advance.

 

Section 2 - Notice of meetings: Notice of each meeting will be distributed to the membership via email, social media posts, the group’s designated public calendar, and/or the group’s Telegram channel. Meeting notices shall include information of the meeting’s means of communication as outlined in Section 5. 

 

Section 3 - Quorum: A majority of directors plus one member present at any properly announced meeting shall constitute a quorum. Motions may not be considered without a quorum. Attendance via any means provided in section 5 shall be considered presence.

 

Section 4 - Voting: All issues to be voted on shall be decided a simple majority of voting members present at the meeting in which the vote takes place. All voting shall be conducted by ballot. All open board seats eligible for election shall be determined by popular vote.

 

Section 5 - Means of communication for meetings: Any meeting may be conducted solely by one or more means of in-person or remote communication through which directors and members may participate in the meeting. Remote communication includes but is not limited to telephone, video over the internet, or other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.

 

ARTICLE IV — BOARD OF DIRECTORS

 

Section 1 - Board role and size: While North Star Rubber Club prides itself in avoiding hierarchical power dynamics, a board may be required for organizational needs. As such, the board of directors serve as administrative agents to effect the group’s needs. The board works in collaboration with the club’s membership to plan events and activities. The board shall be comprised of six (6) elected members and the club’s three (3) founding members, Sir Ivan N., Paul S., and Janik M.

 

Section 2 - Terms: All non-founding board members shall serve one-year terms. Founding members are eligible for non-transferrable lifetime terms. Board terms begin at the conclusion of the annual meeting at which they are elected and continue until the conclusion of the following annual meeting. Following an evaluation of the terms of this section in the organization’s first year, the first board of directors shall make a recommendation for an amendment to this section prior to the first annual membership meeting.

 

Section 3 - Meetings and notice: The board shall meet at least every other month. An official board meeting requires notice to the membership as outlined in Article III Section 2.

 

Section 4 - Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.

 

Section 5 - Election procedures: All board candidates must be members in good standing as defined in Article II Section 6.

 

Section 6 - Officers and Duties: There shall be five officers of the board. Officers shall be elected at the first board meeting following the organization’s annual meeting. Officer titles shall be named by position number in lieu of traditional position titles such as “Chair, Secretary, etc.” Officer duties are as follows:

 

• Position 1 (Chair): Shall convene regularly scheduled board meetings including development of the agenda; shall preside or arrange for other officers to preside at each Executive Committee meeting in the chair’s absence.

• Position 2 (Secretary): Shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting notices, calendar management, distributing copies of minutes and the agenda to each board member, and assuring that records are maintained.

• Position 3 (Treasurer): Shall make a financial report at each board meeting; Shall assist in the preparation of the annual budget, help develop fundraising plans, make financial information available to members and ensure appropriate maintenance of financial records.

• Position 4 (Club Ambassador): Shall attend the annual MIR Rubber Summit and serve as the organization’s inter-club ambassador to other rubber clubs; Shall assist other officers with carrying out the business and tasks of the organization.

• Position 5 (Membership Coordinator): Conducts review and maintenance of membership applications and manages the membership application process. Serves as the official point of contact between the board of directors and prospective members. Maintains list of membership records. 

 

Section 7 - Vacancies: When a vacancy on the board exists, the board may choose to leave the position vacant or select a replacement.

 

Section 8 - Resignation, termination and absences: Resignation from the board must be in writing and recorded by the officer serving in Position 2. A board member may be removed for violation of the organization’s code of conduct or for poor performance at the discretion and a majority vote of the board of directors.

 

Section 9 - Quorum: A majority of directors present at any properly announced board of directors meeting shall constitute a quorum. Motions may not be considered without a quorum. Attendance via any means provided in Article 3, Section 5 shall be considered presence.

 

Section 10 - Voting: All matters requiring a vote of the Board shall be decided by a simple majority of board members present at a duly called meeting at which a quorum is established.

 

ARTICLE V — COMMITTEES

 

Section 1 - Committee structure: The only permanent committee shall be the Executive Committee. All business approved by the Executive Committee must be reported back to the full board of directors. The board has discretion to create ad-hoc committees to serve the business of the club. 

 

Section 2 - Executive Committee: The board’s officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board. A quorum of the Executive Committee shall be a majority of elected officers.

 

Section 3 - Ad-Hoc Committees: The scope, duration, and authority of all ad-hoc committees must be defined at the time of their creation by the board of directors.

 

ARTICLE VI – AMENDMENTS

 

Section 1 - Amendments: These bylaws may be changed at the recommendation of the board of directors and approved by a majority of member attendees at the annual meeting as outlined in Article 3. Proposed amendments must be submitted to the Position 1 officer and distributed, at the discretion of the board of directors, to the club membership prior to the annual meeting. 

 

Certification

 

These bylaws were approved at a meeting of the membership by a two-thirds majority vote on 

______________________

 

Chair _____________________________ Date ________