Wichita Organization Of Leather Fetishes, Inc.

ARTICLE I
NAME AND PRINCIPAL OFFICE

Section 1. Name. The name of this Corporation shall be the Wichita Organization of Leather Fetishes, Inc., hereinafter referred to as the "Corporation." The Corporation shall have the trade name of "W.O.O.L.F., Inc." The name and/or the trade name of the Corporation shall be carried on its letterhead and official documents.

Section 2. Principal Office. The Corporation's principal office shall be located in Wichita, Kansas. Its primary service area shall be Wichita and Sedgwick County, Kansas.

ARTICLE II
PURPOSE

Organized for charitable and educational purposes, the Corporation is dedicated to the education and further development of the leather fetish community of Wichita, Kansas, and surrounding areas. Consistent with its purposes, the Corporation's structure and operations are designed to:

· Provide regular educational opportunities for members and the community to promote Safe, Sane, & Consensual fetish play;

· Support our pansexual community through charitable donations;

· promote strategic and productive community leadership, action and goodwill;

· build relationships that value and further cultural, gender, sexual orientation, fetish desire, and racial inclusion.

ARTICLE III
MEMBERSHIP

Section 1. Membership Defined. Membership is open to any person of legal age who subscribes to the Corporation's purposes. Such memberships shall be on an annual basis, using the membership classes and dues set forth in Section 2 of this Article III.

Section 2. Membership Classes, Definitions, and Dues shall be:

a) Full. Open to any person age 21 and older having an active interest in the Corporation's activities, purposes, and goals, and who have executed a Corporation liability waiver and submitted the same to the Membership Coordinator . Full members are entitled to the following privileges and corresponding responsibilities:

1) Eligible to be nominated for, and hold, an Officer's position;
2) Eligible to be nominated for, and sit on, the Board of Directors;
3) Be a member of, and/or eligible to be the chair of, a Committee;
4) One Membership Card;
5) Full Voting Rights;
6) Discounts to special events
7) Keep the Membership Coordinator apprized of the Member's current name, address, phone number, and email address, if any;
8) Club pins, 5 on initial membership, 2 each annual renewal and;
9) 1 magnetized badge for pins.

Dues shall be $35.00 for initial membership and $25.00 for annual renewal. Membership shall be renewable annually on July 1st. Members who join other than in July shall be prorated to the July renewal date.

The Membership Card shall serve as receipt of Full Member's Annual Dues. A Full Member's member's card shall be signed by an officer, and shall include the expiration date thereof of the membership. Should a Full Member lose his/her membership card, a replacement card is available for $5.00.

The Board of Directors reserves the right to refuse Regular Membership to any applicant, within the Board's reasonable discretion.

b) Associate. Open to any person age 18 and older having an active interest in the Corporation's activities, purposes, and goals, and who have executed a Corporation liability waiver and submitted the same to the Membership Coordinator .

Associate members age 18 to 20 must be not attending High School. They must be sponsored by a full member who has been a full member at least 1 year and must be sponsored until age 21. Both the sponsor and the person being sponsored are bound by the sponsorship application that is included in the membership application.
 

Associate members are entitled to the following privileges and corresponding responsibilities:

1) One Membership Card;
2) Eligible to be a member of an established committee;
3) Keep the Membership Coordinator apprized of the Member's current name, address, phone number, and email address, if any.
 

Dues shall be $20.00 for initial membership and $15.00 for annual renewal. Membership shall be renewable annually on July 1st. Members who join other than in July will be prorated to the July renewal date.

The Membership Card shall serve as receipt of an Associate Member's Annual Dues. An Associate Member's member's card shall be signed by an officer, and shall include the expiration date thereof of the membership. Should an Associate Member lose his/her membership card, a replacement card is available for $5.00.

The Board of Directors reserves the right to refuse Associate Membership to any applicant, within the Board's reasonable discretion.

c) Honorary. In order to become an honorary member, a Full Member of the Corporation must nominate this person for consideration of an Honorary Membership to the members at a regularly scheduled members meeting. Said member who nominates a person for honorary membership shall explain to the Membership why such person should be granted an honorary membership. After said explanation and comments from the Membership, the Membership shall vote whether to grant an honorary membership to the nominated person, a majority vote of the members in attendance of the regularly scheduled Membership Meeting being required to grant said nominee the Honorary Membership.

Nomination for an Honorary Membership shall be limited to those persons who a Full Member feels:

1) Has made a significant contribution to the Corporation;
2) Has made a significant contribution to the Gay, Lesbian, Bi-Sexual and/or Transgendered Community in general;
3) Has made a significant contribution to the pansexual leather fetish community.

As used herein in this Article III, Section 2, subsection c, the term "person," or plurals thereof, means any natural person or business, regardless of the form of business organization, be the business a Corporation, L.L.C., or L.P., partnership, or sole proprietorship.

Upon Honorary Membership into the Corporation, and with the written consent of said Honorary Member, the Corporation shall publicize the granting of an Honorary Membership in the newsletter of the Corporation.

d) Corporate or Club Membership. Open to organization having an active interest in the Corporation's activities, purposes, and goals, and who have executed a Corporation liability waiver and submitted the same to the Membership Coordinator. Corporate Club members are entitled to the following privileges and corresponding responsibilities:

1) Two (2) associate floating memberships;
2) Free ads in W.O.O.L.F. Watch;
3) Free yearly calendar (if produced);
4) Framed Certificate stating they are members of W.O.O.L.F. Inc.;
5) 5 W.O.O.L.F. Watch publications for distribution.

Annual Dues shall be $200.00. Membership shall be renewable annually on July 1st. Members who join other than in July will be prorated to the July renewal date.

Section 3. Returned Checks for Payment of Dues. If any person wishing to become a Regular or Associate Member, or any Member who is renewing his or her membership, presents a check to the treasurer for payment of dues, which is returned to the treasurer by the Corporation's bank for insufficient funds, closed account, stopped payment, or any other reason, which causes the Corporation's bank to charge the Corporation's account a fee, the person shall be notified by the Treasurer immediately. Any person or member whose check is returned for the above reasons shall have two weeks after notice to pay the Treasurer the membership fees and any fees charged by the Corporation's bank for the returned check. Said payment shall either be by cash, cashier's check, or money order. Should the person or member fail within those two weeks to pay the membership fee and all fees charged by the Corporation's bank for the returned check in the manner specified above, said person or member shall not be eligible for membership for one (1) year.

In any cases involving this section 3 of this Article, the treasurer shall have solely have reasonable discretion in enforcing this section. Further, the treasurer shall, in his/her discretion, preserve the anonymity of any person or member whom has presented a returned check to the Corporation.

Section 4. Termination of Membership. Membership is automatically terminated upon death, resignation, nonpayment of dues as defined in Section 9 of this Article, or as described in Section 6 of this Article. Further, membership is automatically terminated if, by a majority vote of the Board of Directors, the Board of Directors determines that a member has engaged in acts or conduct detrimental to the Corporation, or the purposes and goals of the Corporation. Furthermore, if any member is convicted of pedophilia, that member is immediately and automatically removed from membership.

Section 5. Favorable Conduct. Each active, associate and honorary member must realize that he/she is a public representative of W.O.O.L.F. and as such must conduct him/herself with dignity and responsibility to reflect favorably on fellow members and W.O.O.L.F. in general.

Section 6. Gross Misconduct. Gross misconduct or heinous behavior in public while wearing club colors or at W.O.O.L.F. functions will not be tolerated. This includes, but not limited to: theft, willful destruction of property, selling or consumption of drugs, excessive use of alcohol or inappropriate public display.

Section 7. Discipline. Such behavior will be reviewed by the Board of Directors. Disciplinary action may include, at a minimum a reprimand and, at maximum termination of membership as described in Section 4 of this Article.

Section 8. Late Fees. Late fees shall be assessed at $5.00 per month for each month late. Late fees shall be assessed for max of 6 months. After 6 months, the member must renew according to renewals as defined in Section 9 of this Article.

Section 9. Renewals. If a member have not paid their renewal dues, 60 days after their date has passed they will be placed on inactive status. 6 months after the due date, they will be dropped from membership and will have to renew at the FULL membership rate.

ARTICLE IV
MEETING OF MEMBERS

Section 1. Meeting. A meeting of members shall be held in each month, on a date, time and place as the President shall fix. The meeting's purpose shall be for the Officer's to report on operations of the preceding month, for any committee reports, and to transact such other business as may properly come before the meeting.

Section 2. Notice of Meetings. Notice of all regular membership meetings & special events stating the date, time, place, and purpose shall be publicly noted 1 month in advance. This 1 month notice may include but not limited to: the Corporation's website, the Corporation's publication W.O.O.L.F. Watch, local publications, to membership via email/US mail and orally announcement at membership meetings.

Section 3. Quorum.

a) Election Quorum: The members in attendance at the annual meeting for election of Officers shall constitute a quorum sufficient for voting on those offices.
b) Membership Meeting Quorum. No quorum is necessary at regular monthly membership meetings.

Section 4. Order of Business. At regular membership meetings, the order of business shall be:

a) Call to order;
b) Proof of Notice of Meeting or Waiver;
c) Summary of Minutes of Board of Directors Meeting;
d) Summary of the Report of the Treasurer;
e) Report of the President;
f) Reports of Other Officers and Committees, if any; and
g) Announcements

Section 5. Voting. Each full member present and in good standing is entitled to vote. No member may vote or act by proxy. Voting at membership meetings shall be limited to the Election Meeting and at times when an Honorary Membership is granted to a person.

Section 6. Action in Writing in Lieu of Meeting. Any action which may be taken at a membership meeting by virtue of any provision of the laws of the State of Kansas, the Articles of Incorporation or these Bylaws may also be taken without a meeting by the affirmative vote or written approval by a majority of members entitled to a notice of meeting, called for the purpose of taking such action, provided all members entitled to a notice are given an opportunity to so act.

Section 7. Nominations. Nominations for officers shall begin two (2) regular monthly meetings before elections and must conclude no later than one (1) regular monthly meeting before the elections.

ARTICLE V
MANAGEMENT

Management of the Corporation shall be vested in a Board of Directors, who may employ or engage such persons or agents it decides is necessary.

ARTICLE VI
BOARD OF DIRECTORS

Section 1. Number and Membership. The Board of Directors is to be comprised of an odd a number not less than five (5) nor more than nine (9). The Board of Directors shall consist of the Officers, and minimum of one (1) Member Rep appointed by the President as provided for below in Section 2 of this Article. Any Director ceasing to be a Regular Member ceases to be a Director.

Section 2. Member Rep. The President shall nominate and the Board of Directors by majority vote shall approve a minimum of at least one (1) and no more than three (3) Full Members to be a full voting member of the Board of Directors. The number of Member Rep's shall be at the discretion of the Board of Directors. Each member so appointed shall serve a term of six (6) months on the Board of Directors; except the first Member so appointed, who shall serve a term of three (3) months, so that there is a new member on the Board of Directors every three (3) months. No Full Member shall serve more than one (1) consecutive term on the Board of Directors.

Section 3. Qualification. A Director shall be regarded as qualified when written acceptance of Directorship is received.

Section 4. Regular Meetings. The Board of Directors shall hold regular meetings at least 5 business days prior to Member's meetings at time and place decided at the previous monthly Board meeting.

Section 5. Special Meetings. The Chairperson of the Board or any three (3) directors may call a special meeting.

Section 6. Organizational Meeting. For installation of officers and transaction of such other business as may be appropriate, an organizational meeting of the Board shall be held immediately following the election meeting. All previous officers shall transfer all appropriate paperwork and items to the newly elected members at this time.

Section 7. Notice of Meeting. A notice setting the time and place of Board meetings shall be made at the previous Board meeting and a reminder shall be e-mailed/telephoned to each Director at least seven (7) days before the meeting.

Section 8. Waiver of Notice. Any Director may waive any notice thereof required by law or these Bylaws. Waiver must be in writing and filed with the Secretary and entered into the record of the meeting. Notice shall be deemed to have been waived by any Director who does not, before or at the meeting's commencement, protest lack of proper notice.

Section 9. Quorum. One-third (1/3) plus 1 of the Directors constitutes a quorum at any regular or special meeting.

Section 10. Successor Directors. If a Director or director elect dies, resigns or is otherwise removed, the current President shall appoint a successor to complete the unexpired term. If the President or President elect dies, resigns, or is otherwise removed, the current Vice President shall fill the position.

Section 11. Absences. Directors accumulating two (2) consecutive absences or a total of four (4) absences in any twelve-month period without excuses granted by the President shall be presumed to have resigned. When not requested in writing, formal acceptance is not required. Written notification of impending and actual violations may be given.

Section 12. Resignation. A Director may resign by giving written notice. Unless requested, formal acceptance is not necessary.

Section 13. Removal. Any Director may be removed for cause by a majority vote of Directors at any regular meeting, the notice or waiver specifying such action is to be considered.

Section 14. Vacancies. Vacancies shall be appointed by the President. A Director appointed in such manner shall be appointed for a term equal to the remainder of the vacated term.

Section 15. Order of Business. At regular Board of Directors meetings, the order of business shall be as follows:

a) Call to Order
b) approval of agenda
c) Minutes of Previous Meeting
d) Report of the Treasurer
e) Committee Reports, if any
f) Report of the President
g) report of other Directors, if any
h) Old Business, if any
i) New Business, if any
l) Adjournment

Written reports shall be submitted to secretary via email/mail and distributed to all Directors at least 2 days prior the each meeting.

Section 16. Action in Writing in Lieu of Meeting. Any action which may be taken at a meeting of Directors by virtue of any provision of the laws of Kansas, the Articles of Incorporation or these Bylaws may be taken without a meeting, if authorized in writing and signed by a majority of the Directors, provided all Directors are given a chance to so act.

Section 17. Duties and Responsibilities. The Board of Directors shall:

a)Preserve the Corporation's legal and corporate existence;
b) Establish policy and direct its execution;
c) Interpret the Corporation's goals, methods and objectives to its target population and the community at large;
d) Create and oversee committees;
e) Ensure the Corporation has adequate funds and other resources;
f) Adopt, Amend, and Repeal By-Laws.
g) Poll of Membership. At any regular board of directors meeting, if any director calls for a poll of membership and it is duly seconded, concerning any issue/topic of discussion that is before the board of directors, said issue/topic will be tabled to the next regular board of directors meeting. The issue/topic shall be placed on the agenda of the next general membership meeting. During the interim, the general membership will be polled for input as to their opinions on the issue/topic at hand by email/mail and at the next general membership meeting where an informational vote will be taken. At the next regular board of directors meeting following the membership poll and after taking into consideration the membership poll, the tabled issue/topic will be resolved by direction of the board of directors. After which the said issue/topic shall not be eligible to be placed on the agenda, brought up for discussion, polled, or voted upon again for a period of 90 days

Section 18.If any board member is arrested for violation of any felony, that board member is automatically suspended at the time of arrest and shall remain suspended pending further investigation. The investigation by the board of directors shall take place within 30 days of being notified of the arrest and action shall be taken by the remaining board of directors within 60 days. After investigation is presented to the remaining board of directors, the suspended board member may be re-instated or terminated by majority vote of the remaining board members. Decision to re-instated or terminate may be tabled pending any final legal actions by the court holding legal jurisdiction.

 

ARTICLE VII
OFFICERS

Section 1. General. The elected Officers shall be: President, Vice-President, Secretary, Treasurer, Publicist, and Membership Coordinator. Appointed offices may be created, by major vote of the Board of Directors and officers shall perform such other duties and assume such other powers as these Bylaws may prescribe and the Directors may delegate. All elected officers shall be a full members for at least 6 months before election.

Section 2. Election and Term of Office. Officers of the board shall be elected as follows:

a) The President shall be elected for a two-year term elected in odd numbered years.
b) The Vice President shall be elected for a two-year term elected in even number years.
c) The Secretary shall be elected for a two-year term elected in odd number years.
d) The Treasurer shall be elected for a two-year term elected in even number years.
e) The Publicist shall be elected for a two-year term elected in odd number years.
f) The Membership Coordinator shall be elected for a two-year term elected in even number years.

All elected Officers shall be limited to a max of two (2) consecutive terms in the same office. No officer may serve more than a max of four (4) consecutive terms, regardless of office. Officers are to be elected by the Membership for a term: of two (2) years to commence at the first regular members' meeting following election. Elections shall be held the first Saturday of January. All elected officers are eligible to be re-elected once to a consecutive term in the same office and are eligible to be elected to another office with no more than a four (4) terms total after which the person must step out for a minimum of one (1) year.
 

Section 3. President. The President has general charge of Corporation's affairs, presides at members' meetings, appoints new officers in the event an officer resigns prior to the end of that officers' term, nominates members to the Board of Directors as specified in Article VI, Section 2, appoints committees according to provisions of Article VIII, except where otherwise provided; and has the power to sign checks drawn on the account of the Corporation. The President is an ex-officio member of all committees.

Section 4. Vice-President. The Vice-President performs duties of the President at latter's request, in his or her absence or inability to perform; chairs the meetings of the Board of Directors; shall organize fund-raisers for the Corporation; shall keep accurate records of all fund raisers and fund-raising efforts and report these to the Treasurer; and shall keep the Board of Directors and membership fully apprised of all fund raisers and fund-raising efforts; shall be the Chairperson of the Fund-raising Committee; and has the power to sign checks drawn on the account of the Corporation.

Section 5. Secretary. The Secretary keeps minutes of meetings of the Directors and members meetings, and issues all notices. The Secretary also maintains and is the official custodian of all corporation records. The Secretary is responsible for all Corporate correspondence, letters, and requests. The Secretary shall assist the Publicist as needed. The Secretary shall receive the resignation of officers, and transmit same to the President.

Section 6. Treasurer. The Treasurer collects, receives, deposits, invests and disburses the Corporation's funds, and renders periodic financial statements and such other fiscal reports and accounts that the Board may require. The Treasurer has the power to sign checks drawn on the account of the Corporation.

Section 7. Publicist. The Publicist shall organize and distribute the corporate newsletter. The Publicist is responsible for placing ads in publications as needed and approved by the Directors. Ad rates in the corporate newsletter is determined by Publicist with Directors approval. The Publicist has the ability to form and address the Publicist Committee as needed.

Section 8. Membership Coordinator: The Membership Coordinator shall send all relevant e-mails to all members and officers, and shall keep a hard copy thereof to give to the Secretary; shall maintain an email account for communication with potential new members, regular and associate members, and officers; and shall be charged with the responsibility of recruiting new members. The Membership Coordinator shall maintain all membership applications, information, and rolls. The Membership Coordinator shall keep all member information in strict confidential manner as stated in Article XI Section 6.

Section 9. Removal of Officers or Delegation of Their Powers. A) Any officer is subject to removal, if, at any time, in the judgment of a majority the Directors or two-thirds of the voting members at a special called membership meeting, if such action is in the best interest of the Corporation. B) In the absence of any officer, the Board may, without removal of said officer, delegate his or her powers and duties to any other officer or suitable person, subject to limitations of the Bylaws and to the extent permitted by law.

Section 10. Resignation. Any officer may resign by giving written notice to the Secretary. In the event the Secretary wishes to resign, said written notice shall be served upon the President. The resignation shall be effective at the time specified therein. Unless otherwise specified, formal acceptance is not necessary.

Section 11. Vacancies. Officer vacancies due to death, resignation, removal, disqualification, or any other cause, are to be filled by the President.

Section 12. Compensation and Expenses. No Officer or Director may receive compensation of any kind for services conducted on behalf of the Corporation. This section is not to preclude Officers or Directors to be directly reimbursed by the Corporation for personal expenses incurred on behalf of the Corporation, with the approval of 2 out of 3 of the President, the Vice President or the Treasurer and upon proper presentation of a receipt for said expense to the Treasurer.

ARTICLE VIII
COMMITTEES

Section 1. Fund-raising. The Fund-raising Committee shall be chaired by the Vice President and may consist of other officers, directors, or members, at the discretion of the Vice President. The Fund-raising Committee shall be responsible for the carrying out all fund-raising.

Section 2. Leather Pride Weekend. The Leather Pride Weekend Committee shall be appointed by the President, who shall also appoint the Chair of the Committee. The Committee shall be responsible for all aspects of Leather Pride Weekend.

Section 3. Contest. The Contest Committee shall be appointed by the President, who shall also appoint the Chair of the Committee. The Committee shall be responsible for all aspects of the Contest.

Section 4. Education Weekend. The Education Weekend Committee shall be appointed by the President, who shall also appoint the Chair of the Committee. The Committee shall be responsible for all aspects of Education Weekend.

Section 5. History & Archive Committee. The History and Archive Committee is responsible for preserving and maintaining the history of the Leather and Fetish community in Wichita and the surrounding area. The committee is headed by the historian and is assisted by the secretary.

Section 6. Committees. In addition to the above committees, the Board of Directors may authorize, form, or dissolve committees as needed.

ARTICLE IX
INDEMNIFICATION OF OFFICERS, DIRECTORS, OTHERS, INSURANCE, SUITS

Each person who is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation as of right to the full extent permitted or authorized by the laws of the State of Kansas, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, cost and expense (including attorney's fees) asserted or threatened against or incurred by such person in his or her capacity or arising out of his or her status as a Director, officer or employee of such other corporation with which he or she is then serving at the request of this Corporation. The indemnification provided by this Bylaw or under agreement, vote of members or otherwise, shall not limit in any way any right the Corporation may have to make different or further indemnification with respect to the same or different persons or classes of persons.

ARTICLE X
AMENDMENT

These Bylaws may be altered, amended or repealed by a two-thirds (2/3) vote at a meeting of the Board of Directors at which a majority is present, provided meeting notices state said action is to be considered.

ARTICLE XI
MISCELLANEOUS

Section 1. Fiscal Year. The Corporation's fiscal year shall be the twelve-month period beginning January 1 and ending December 31, or as may otherwise be set by the Board of Directors.

Section 2. Checks. All checks, drafts and orders for the payment of money shall be signed by the number of such Officers the Board of Directors, consistent with these Bylaws, may specify by resolution.

Section 3. Seal. The corporate seal shall be circular. On the outside shall be the words "Wichita Organization of Leather Fetishes, Inc." In the center shall be the words "Corporate Seal."

Section 4. Use of Corporation Logo. All W.O.O.L.F. Inc. members shall be permitted to use the Corporation Logo, provided it is used in a appropriate manner and as provided by article VIII section 7. Inappropriate use, which is determined by a majority vote of the Board of Directors, shall constitute a reprimand and or legal action.

Section 5. Audit. The Corporation shall have a yearly audit done by a independent third party who is approved by the Board of Directors. The audit should be completed before May 1 of each year.

Section 6. Confidentiality Statement. Information received on applications or by other means such as name, address, email, or telephone number shall not be disclosed to anyone, except as requested by the member or as required by law. W.O.O.L.F. Inc restricts access to nonpublic personal information concerning all members, except to the elected Board of Directors who need access to such information in order to contact or provide the members with services offered by W.O.O.L.F. Inc. W.O.O.L.F. Inc. maintains physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Section 7. Any full member of W.O.O.L.F. shall have the right to petition the Board for the creation of a special interest group. Such groups shall exist under the umbrella and governance of the Corporation. Continued existence of special interest groups shall be at the will of the Board. Petitions shall be requested from the President. The creation and devolvement of special interest groups shall be decreed through resolution by the Board.

ARTICLE XII
APPOINTED POSITIONS:

Section 1. Title Holder Coordinator. The Board shall appoint, annually, the Title Holder Coordinator who reports to the President. The President and the Coordinator shall work with and oversee all Title Holders. The coordinator shall work with the Vice President on scheduling all fund-raising activities for the Title Holders.

Section 2. Title Holders. Title Holders are winners from any W.O.O.L.F. Inc sponsored contest. Title Holders report to the Title Holder Coordinator and the President.

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