ARTICLE I – NAME AND PURPOSE
Section 1: The official name is designated as “Albany Power eXchange.” It is hereafter referred to as APeX, the Corporation, or the Organization.
Section 2: APeX is a non profit organization dedicated
A) to building a regional communication, information, education, support and social network for members of the BDSM/Leather/Fetish Community;
B) to promote the right of all adults to engage in the leather community’s ideals of “Safe, Sane and Consensual” sexual expression;
C) to provide through internet communication, monthly meetings, discussion groups, demonstrations, and educational materials, a forum for the sharing of knowledge, viewpoints and practices of a diverse network of people;
D) to provide a social forum where members may associate with one another as a group, discuss BDSM issues, and form bonds of friendship with BDSM as a common interest.
Section 3: BDSM stands for bondage, dominance, submission, and sadomasochism in consensual sexual relationships.
Section 4: APeX does not participate in any political activism as an organization, but may support other organizations that have political goals.
Section 5: APeX does not condone, suggest, or endorse any activity which is illegal or non-consensual.
Section 6: APeX is not a “sex or swingers club” and does not make personal referrals.
ARTICLE II – FISCAL YEAR
APeX’s Fiscal Year shall run from January 1st through December 31st.
ARTICLE III – POLICIES AND PROCEDURES
The Policies and Procedures established by APeX shall be used to conduct the business of APeX. The Board of Directors (may be referred to as the Board) shall determine the Policies and Procedures.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Responsibility of the Board of Directors:
A) The Board of Directors is responsible for setting the overall policy and direction for APeX.
B) The Board of Directors shall delegate responsibility for day to day operations.
C) The Board of Directors may create committees, either standing or temporary and appoint APeX members to those committees, as it deems appropriate and necessary to the operation of APeX.
D) Neither the Board of Directors nor individual Directors shall receive any compensation other than approved reimbursement of expenses. The Board of Directors may be entitled to attend all special events at cost of the event.
E) The Board of Directors will keep detailed, and accurate financial records, and will make those records available for inspection upon request of any APeX Board member at the Board of Director meetings.
F) The Board of Directors shall meet at least quarterly on the call of the Officers or a majority of the Board of Directors. A quorum shall be greater than fifty-percent (50%) of the Board of Directors. Emergency meetings of the Board may be called without notice.
G) At least two-thirds (2/3) of the Board of Directors must participate for any decision to be made. Any decision made at an emergency meeting must be ratified at the next regular meeting of the Board.
Section 2: Organization of the Board
A) The Board of Directors shall be comprised of seven members and consist of:
- President
- Secretary
- Treasurer
- Members at Large
The positions of President, Secretary, and Treasurer are determined and assigned by a vote by the Board of Directors following the annual meeting and whenever a vacancy occurs.
B) The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers.
C) The Secretary shall ensure the maintenance of all organizational records. These records shall include (but not be limited to) the minutes, Articles of Incorporation, letters of resignation, and election documents. The Secretary shall also ensure effective communication with the membership.
D) The Treasurer shall ensure the maintenance of all financial records. These records shall include (but not be limited to) the annual budget, tax returns, and financial reports on the organization. The Treasurer is authorized to engage the services of an accountant to assist them in the performance of any of the duties incident to the Treasurer’s office.
E) Resignations must be submitted in writing to the Secretary.
F) A Board member may be removed for any reason by a 2/3 vote of the Board of Directors.
G) Outgoing members of the Board of Directors shall turn over all items necessary to the execution of their duties to their successor at or before the next meeting of the Board of Directors. The previous board members and the newly appointed board members will all meet in private or as a group no later than one month after the latest elections before the first new board meeting to facilitate a smooth transition between one board to another.
H) When the Board of Directors determines that a vacancy exists, the Board may appoint a person to fill that post until the next election. If at the conclusion of an annual election, remaining Board members are insufficient to constitute a quorum, all incoming and outgoing Board members who are present shall be empowered to vote on appointments to the Board sufficient to reach quorum. Once quorum is established, outgoing Board members shall surrender their power and exit the meeting allowing normal business to resume among the newly elected and appointed Board members. Votes to fill additional vacancies beyond the minimum to achieve quorum shall not include outgoing Board members and shall be conducted at the first meeting which includes incoming Board members and the newly appointed Board members, said meeting to occur as soon as practical after quorum is reached. In the event newly appointed Board members are not present to accept their appointments or in the event any appointed individuals refuse to accept the appointment, this limited interim power to vote on appointments shall be retained by outgoing Board members until such time as quorum is reached or until quorum is unable to be reached as described in Article IX – Dissolution. In the event Article IX is triggered, the dissolution process shall include all outgoing Board members until APeX business is concluded. In the event any outgoing Board member decline to participate in the dissolution process, any votes necessary to complete the process shall be conducted among those remaining incoming and outgoing Board members who are willing and able to participate. An outgoing Board member may decline to participate in the dissolution process in writing to the Secretary or may be deemed to have declined should they fail to actively participate in the process for a period greater or equal to 30 days.
I) There shall be Emeritus Board Member positions comprised of Albany Power eXchange (APeX) members in good standing who have served on the Board of Directors for at least sixty (60) months, which need not be continuous. This position is automatically conveyed, if accepted by that member, upon completion of this service. The Emeritus position shall confer a lifetime membership to the corporation along with the financial benefits afforded to active board members at large. Emeritus Board Members may also continue to actively serve on the APeX Board of Directors if elected or appointed to a seat on the Board of Directors.
J) The Board of Directors may from time to time by unanimous consent of the Board choose to include other members of the Corporation or Emeritus Board members in communications or other activities of the Board. Such individual may continue to serve at the pleasure of the Board, and it shall be left to the judgement of the Board that any such individual maintain appropriate confidentiality of matters brought before the Board.
Section 3: Elections to the Board of Directors
A) Each February, at the annual meeting of the Corporation, elections shall be conducted to fill open seats on the Board of Directors. This meeting shall be called by November 30 of the prior year. Any member in good standing as of July 1 of the prior year may request consideration or be nominated to run for the Board of Directors.
B) Announcement of candidacy for the Board of Directors and full disclosure and letter of intent must be received by the Secretary no later than November 30. Full disclosure is defined as the requirement of those intending to run to reveal all the facts relating to it which may have bearing on eligibility. Notice for nominations will be sent out to all APeX members by October 31.
1.) A candidate who declines or withdraws a nomination at any time shall be removed from all ballots issued after they so decline.
C) Prior to the election, candidates shall submit a written statement expressing sincerity of purpose and fiduciary intent if successful in winning election to the Board of Directors.
D) A list will be posted by the end of the first week in December of those who submitted letters of intent.
E) Letters of intent will be posted with disclaimer that the election Committee will review and submit the list of eligible candidates to the BoD for final approval. The default Election Committee consists of BoD members not running for seats on the BoD.
F) All members in good standing as of August 1 of the prior year shall be afforded one vote per vacant seat on the Board. If attendance at the annual meeting is not possible, an absentee ballot may be requested and returned no later than one day prior to the annual meeting. An absentee ballot may be requested from the secretary no earlier than twenty-one days before the annual meeting.
G) Unless otherwise announced, each member of the Board shall be elected to serve a two year term.
Section 4: APeX Board members should be free of conflicts of interest which may arise from their holding leadership positions in other BDSM/leather/Fetish groups or engaging in business or other activity which may serve to compete against the interests of the Corporation.
A) Any Board member or APeX member in good standing may raise a concern as to a conflict of interest which may exist for any candidate. Such concern must be communicated in writing to the Secretary no less than 30 days prior to the annual meeting where the Board of Directors election will be held.
B) Should a concern be raised, all relevant information shall be presented to the membership at the annual meeting prior to voting for the Board of Directors. The individual claiming that a conflict of interest exists shall be afforded an opportunity to speak before the membership to explain the nature of the conflict. The candidate in question shall then be given an opportunity to respond to the claim. Members shall be granted reasonable time to ask questions of the member raising the concern and of the candidate.
C) Following statements and questions but prior to the election of candidates, a separate vote shall be held by which members may determine whether or not a conflict of interest exists. A candidate will be determined to have a disqualifying conflict of interest if two-thirds (2/3) of members present at the annual meeting vote that a conflict exists.
D) Due to the nature of the discussion and any decision under this clause, determination of conflict of interest may only be made by members present at the annual meeting. This question shall not be included in any absentee ballot, nor shall any member not in attendance at the annual meeting be entitled to vote on this issue.
E) Should a candidate be determined to have a conflict of interest, the candidate will be deemed to have withdrawn from candidacy as per Article IV, Section 3-C and any votes cast for that candidate whether by absentee ballot or at the annual meeting shall be deemed a no-vote.
ARTICLE V – MEETINGS
Section 1: A quorum shall exist when more than fifty-percent (50%) of the Board of Directors is present.
Section 2: Minutes shall be kept for all meetings, except by the decision of the Board of Directors.
Section 3: The minutes of the previous meeting shall be officially reviewed and accepted at each meeting.
Section 4: The Secretary shall notify members of the time of regular meetings of the Board of Directors no less than seven days prior to the meeting, if the meeting is not noted in the posted minutes. Members in good standing may attend regular meetings with notice given to the Secretary not less than twenty four hours prior to the scheduled start of the meeting. In the event a meeting location provides inadequate space for all members expressing an interest in attending, members will be invited according to the order in which their notice was received by the Secretary. The agenda for all meetings shall include a period for public comment by any members present. Any comments made and discussion which follows shall be summarized and included in the meeting minutes published to members.
Section 5: Members may attend Board meetings with the consent of the Board of Directors.
Section 6: Parliamentary Authority will be followed. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Board of Directors in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any Policies and Procedures the Board of Directors may adopt.
ARTICLE VI – MEMBERSHIP
Section 1: Membership shall consist of people who support the mission statement and pay annual dues (said dues to be set annually by the Board of Directors). Event attendees who do not pay dues may not receive full benefits and privileges of membership.
Section 2: Membership shall be determined without regard to sex, race, creed, color, religion, marital or relationship status, sexual orientation, national or ethnic origin, citizenship or any sensory or physical challenge. Members must be at least nineteen years of age.
Section 3: Some events organized by APeX may have restrictions due to circumstances beyond the control of the Corporation.
Section 4: Members may vote on Board of Directors nominees in February.
Section 5: Membership can be revoked by a two-thirds (2/3) vote of the Board of Directors.
Section 6: In the interest of discretion and confidentiality, APeX shall not keep a roster of members’ full names or their addresses. The roster of membership shall be limited to:
A) the member’s first name or a nickname by which the member is commonly recognized within the group; and
B) the member’s e-mail address, if any.
Section 7: Financial Records:
A) Financial records including bank account balances, cash on hand, and bank account transactions shall be available for inspection by members in good standing. Requests to examine financial records must be made in writing to the Secretary no less than 14 days in advance. Any personally identifying information of members including full names, addresses, emails, etc. shall be redacted by the Treasurer prior to providing financial records to members.
B) Financial records including bank account balances, cash on hand, and bank account transactions shall be available for inspection by members in good standing. Requests to examine financial records must be made in writing to the Secretary. The BoD will then set a date, time, location when the books would be viewable to those who have made written inquiries.
Section 8: Privileges of Membership:
A) Advance notice of all special events.
B) Discounts to all special events and certain regular gatherings as determined by the Board of Directors.
C) Members-only events.
D) Membership card which entitles members to discounts at certain vendors, clubs and events.
E) Opportunity to be considered for a position on the Board of Directors.
F) Voting rights for Board of Directors appointments.
G) Other benefits as determined by the Board of Directors.
Section 8: Terms of Membership:
A) By becoming a paid member of APeX, all members will agree to the Terms of Membership as set forth by the Board of Directors.
Section 9: Grievances:
A) Any member of APeX who feels they have a grievance against the Organization or any of its members and/or officers, will bring it to the attention of an appointed membership liaison who will present the Board with the stated problem or issue in writing. The Board will meet in person or by on-line conference within thirty (30) days of receiving the grievance to discuss and implement recommendations for resolution. Dates and locations of events are not subject to the grievance procedure.
B) Any individual who is not a dues paying member of APeX but is recognized as an “event attendee” and who has a grievance against the Organization or any of its members and/or officers may pursue resolution as a grievant through the standard grievance process with payment of a fee (the amount to be determined by the Committee) and to be applied to future APeX membership dues within the following year. Existing APeX members will be given priority over non-members when submitting a grievance for redress through the grievance procedure.
C) The Grievance Committee shall propose specific procedures, subject to approval by the Board of Directors, that are efficient, effective and fair to all parties, grievant (the person who files the complaint and initiates the administrative grievance process), and respondent (the individual responsible for the action that has resulted in the grievance) alike.
ARTICLE VII – CONTRACTS, LOANS, AND DEPOSITS
Section 1: The Board of Directors may authorize any Officer or Officers to enter into contracts or to execute and deliver instruments in the name of APeX, and such authority may be general or confined to specific instances.
Section 2: No loans shall be contracted for on behalf of APeX, unless authorized by a resolution of the Board of Directors. Such authority may be general, if confined to a specific dollar limit determined from time to time by resolution of the Board of Directors, and shall otherwise be confined to specific instances.
Section 3: All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of APeX shall be signed by such Officer or Officers as may be determined by resolution of the Board of Directors. All funds of the organization not otherwise employed shall be deposited to the credit of the Organization in such banks as the Treasurer or the Board of Directors may select.
A) The President, Secretary, and Treasurer will be signatories for the APeX checking account.
ARTICLE VIII – AMENDMENT OF THE BY-LAWS
Section 1: Any member may propose amendments to these by-laws to be voted upon at either the annual or semi-annual membership meeting.
Section 2: Proposed amendments must be submitted, in writing, to the Secretary at least 50 days prior to the annual or semi-annual meeting at which they will be discussed. Proposed amendments will be distributed to members by electronic means at least 30 days prior to the meeting at which they will be discussed.
Section 3: Any proposed amendments will be discussed at the annual or semi-annual membership meeting. An opportunity shall be given to the member proposing the amendment to explain the reasons supporting the amendment. Members present at the meeting will be given reasonable time to ask questions and make statements in support or opposition of the proposed amendment.
Section 4: Amendments to these bylaws must be adopted by a majority vote of members present at the meeting where the proposed amendment is discussed followed by a two thirds (2/3) ratification vote of the Board of Directors.
Section 5: Any successful amendment to these by-laws shall be deemed effective following the conclusion of the meeting where the vote is held. The text of the by-laws on the APeX website and in any other official records shall be updated to reflect the amendment within 14 days of the amendment being passed. Members shall be notified by electronic means when the text of amended by-laws are updated.
ARTICLE IX – DISSOLUTION
Section 1: APeX shall be considered to be dissolved if either of the following conditions have been met:
A) Three-quarters (75%) of the Board of Directors vote to dissolve the organization. Any proposal to dissolve must be submitted, in writing, to the Secretary at least forty-five days prior to the meeting at which the proposal will be discussed and voted upon; or
B) The Board of Directors has failed to achieve a quorum at six consecutive meetings.
Section 2: The membership must be effectively informed thirty days in advance of a meeting that may result in dissolution of the organization.
Section 3: Once the conditions set out in Sections 1 and 2 have been met, the Treasurer shall:
A) First, within thirty days, ensure that all remaining financial obligations of the organization have been satisfied; and then within a further sixty days
B) Dispense the remaining funds to 501 (c) (7) organizations having similar goals, as indicated by the Board of Directors in their vote to dissolve the organization; or, in the absence of such direction
C) The Treasurer shall, in consultation with at least two other Officers in the Organization, dispense the remaining funds to 501 (c) (7) organizations with similar goals within one hundred twenty days from the date of satisfaction of other financial organizations.
Revision History:
- Approved by the APeX Board of Directors on June 7, 2003.
- Amended on September 12, 2004.
- Amended on October 3, 2004.
- Amended on March 8, 2005.
- Amended on March 26, 2006.
- Amended on August 27, 2006.
- Amended on January 5, 2013, Article IV, §2, I to clarify Emeritus Board privileges and eligibility requirements.
- Amended on April 26, 2013, Article IV, §3 to define specific dates for voting, and candidate eligibility. §4 to define date for elections and to allow for direct election of candidates without Board run-off vote from top 10 candidates.
- Amended on November 21, 2014, Article VI, §3 to change minimum age for membership eligibility to nineteen.
- Amended on April 10, 2015 – Article IV BoD, §2 G added outgoing and incoming BoD members meet for a smooth transition.
- Amended on April 10, 2015 – Article IV BoD, §2 I to clarify the Emeritus board member status.
- Amended on April 10, 2015 – Article IV BoD, §2 J added BoD ability through unanimous vote to include members in communications or other activities of the board.
- Amended on April 10, 2015 – Article IV BoD, §3 multiple changes to better inform members about the candidates for a more informed vote.
- Amended on April 10, 2015 – Article IV BoD, §4 restores democratic power to the membership while also ensuring that there is some process to exclude a candidate who may be damaging to the organization.
- Amended on September 25, 2015 – Article V Meetings, §4 ensures that members may play a role and exercise democratic power in the ongoing activity of the organization.
- Amended on September 25, 2015 – Article VI Membership, §7 opens the APeX books to members to allow them to see for themselves that the Board is acting appropriately and to all members’ benefit.
- Amended on September 25, 2015 – Article VIII Amendment of the By-Laws, This removes sole power to amend by-laws from the Board and requires democratic collaboration of the membership.
- Amended on February 24, 2018 – Article IV, §2, A: Clarify that officer positions are selected by vote of the new Board of Directors following the annual meeting.
- Amended on February 24, 2018 – Article IV, §3, A: Clarify that one must be a member in good standing as of July 1st in order to run or be nominated to run for the Board of Directors.
- Amended on February 22, 2020 – Article IV, §2, D & Article VI, §9, A, to replace gendered with non-gendered pronouns.
- Amended on February 27, 2022 – Article IV §2, H, to provide a procedure to remedy insufficient BoD membership to reach quorum prior to triggering dissolution procedures.
