Adopted: 22nd day of June, 2018
Last amended: 4th day of October, 2018
Section 1.01 Positions on the Board
Composition. The board is to be comprised of members outlined as follows:
1) Executive Director
2) Operations Director
3) Director of Web Operations
4) Director of Education
5) Director of Member Services
6) 1 representative from each division of KSI, elected by the division
7) 3 board members elected by sitting board members
Changes to board seats must be agreed to by 2/3 vote of the current sitting board.
Section 1.02 Election of Board Members
The standard Board members are nominated by the Executive Director and must be confirmed by simple majority of Board members for both their Board position and rank. (The exception is for election of Executive Director, who can be nominated by any board member when there is a vacancy.)
Division-elected board members are elected directly by their respective division in a process determined by that Division Leader.
Board-elected board members are nominated by sitting board members and confirmed by a simple majority.
Section 1.03 Term of Membership
Standard board members can serve an unlimited amount of time and do not require re-election during their term, again with the exception of Executive Director.
Division-elected board members will serve a term no more than 2 months. Once their term has concluded, they must wait 6 months from the term’s expiration to be eligible for re-election.
Board-elected board members will serve a term of 6 months and are not restricted by term limits. They may be immediately re-elected to serve a consecutive term.
Section 1.04 Removal of a Board Member
Standard board members can be removed by supermajority vote of the current board. An approved removal corresponds to their sitting position within KSI. Proposals to remove these board members may only be made by the Executive Director.
Division and board-elected board members may be removed by a supermajority of all sitting board members. Removal from the board does not affect any other position they hold within KSI.
If any member of the board leaves KSI, they immediately forfeit their board position without the need for a vote.
A Division or board-elected board member may resign their board position by notifying the Executive Director in writing. The resignation doesn’t affect any other position held within KSI.
The board may, at any time, choose to remove the Executive Director. This requires a supermajority vote of all sitting board members. Within 30 days, the Board will discuss, vote on, and confirm a new Executive Director. During this time, the Board will act as the Executive Director by voting on decisions that need to be made in cooperation with senior leadership in both Web and Community Operations.
Section 2.01 Meeting Schedule
Meetings shall occur on a regularly scheduled basis as determined by the Executive Director. It is the Executive Director’s responsibility to schedule and inform all Board members of meetings and voting times. Meetings shall be scheduled no later than 72 hours in advance to allow for maximum attendance.
Section 2.02 Meeting Minutes and Recordings
All Board meetings shall be recorded via Discord for accurate note-taking and record-keeping.
Meeting minutes will be made available as soon as reasonably possible after a board meeting concludes.
Section 2.03 Meeting Attendance
Attendance of regularly scheduled board meetings is highly recommended but not required. Members unable to attend may refer to the meeting recording or minutes to stay informed.
Missing a board meeting does not excuse a board member from voting on any issues discussed.
Section 2.04 Discussion Items
An item may be brought up for discussion during the meeting. Before discussion begins, another member must second the motion. Following the discussion, for an item to be voted upon, a Proposal must be posed in the Board section outlining the issue to be voted and the details of the proposal.
During the meeting, discussion can be ended by calling a motion to end or delay discussion.
Section 3.01 General Provisions
A proposal must be posted for any time up for a vote by the Board. In order to be official, it needs to be seconded by another Board member. The proposal must be authored by the member of the board and may be co-authored by other members of KSI. Every proposal must be available for discussion prior to voting.
Section 3.02 Posting of Proposals
At least 72 hours before a scheduled vote, a proposal must be posted in the Board area for review, with few exceptions. Proposals must be written in a way that allows for a “Yes” or “No” vote. All changes should be done in writing.
Section 3.03 Limitations on Proposals
Proposals may NOT be made on items involving any of the following:
– Demotion, promotion, removal, or punishment of a KSI member (with exceptions being board member selection/removal and 7 revocation)
– Opening or closing squads or divisions.
Section 4.01 Quorum
Every active board member is required to vote for every item properly proposed. Board members may not abstain from voting unless approved by the Executive Director for reasons such as conflict of interest.
Section 4.02 Voting Procedure
Each board member will vote either “Yes” or “No” to each proposal when it is up for vote.
Section 4.03 Public Votes
Unless otherwise agreed upon by majority vote, all subjects will be a matter of public record with a short synopsis of the item and whether it passed or failed a vote will be posted. Individual votes shall not be divulged. Board members are prohibited from revealing other board members’ votes.
Section 5.01 Amending the Bylaws
Amendments to the Bylaws must be done via proposal and require supermajority to pass.
Section 5.02 Abolishment of the Board
The Board of Operations may only be abolished by a unanimous vote of all sitting Board members.
“Supermajority” refers to a majority vote consisting of at least 2/3 of the Board.
“Simple majority” refers to a majority vote consisting of at least 51% of the Board.
Adoption of Bylaws
All active board members reviewed and ratified the document as of the date of adoption and agree to be bound by it. Any new member of the board certifies that, by accepting their board position, they agree to be equally bound.
Amendment 1: Executive Director Leave of Absence
An Executive Director’s LOA is for 14 days. Any extension to this must be approved via majority vote by the Board of Operations. The details of the LOA or extension do not need to be made public. If a vote is called during an LOA, the Executive Director may vote via proxy through the Owner(s)/Creator(s). If two LOAs have been taken within a calendar year, a 3rd must be passed by the majority of the board.
During LOA, “Executive Privilege” will be transferred to the Board, and the Owner/Creator will step in as Chairman of the Board. The scope of “Executive Privilege” entails:
– Any board member may call a formal meeting.
– The Owner/Creator will act as a supervisor for all meetings.
– Operations Director and Senior Directors will be the supreme authorities in community operations, supervised by the Owner/Creator.
– Director of Web Operations and the WebMaster will be the supreme authorities in Web Operations.
– Large-scale brand decisions will be suspended until the LOA is over.
– Senior leadership promotions will be suspended unless ordered by the Owner/Creator.