Society of Santa By–Laws

By–Laws Version 01.00 — Approved September 13, 2008

1 Organization

1.1 The name of the organization shall be Society of Santa (SOS).

1.2 The organization shall be organized under the laws, rules and regulations of the State of Colorado.

1.3 The official web site shall be www.societyofsanta.org.


2 Purpose

2.1 The purpose of the Society of Santa shall be to share lots of fun, fellowship, ideas, education, good food and encouragement in the pursuit of providing a better Santa Claus experience for children. 

2.2 As a group, the Society of Santa will endeavor to provide its membership with the necessary resources, networking and support that will allow them to further define and improve their image as a Santa.  

2.3 The Society of Santa is an inclusive, non-sectarian, non-profit, and non-political fraternal organization.


3 Membership

3.1 Membership shall be open to all people of good will who embrace the ideals of Santa Claus and his service to children.

3.2 All applications for membership must be approved by a simple majority of members present.

3.3 All members are expected to participate together in harmony for the good of the entire organization.

3.4 Only a member’s name, spouse’s or partner’s name, phone number, email address and web address will be made available to other members.

3.5 Members and their family’s personal information will not be provided or made available in any way to any third party.

3.6 Membership Termination…

3.6.1 Membership may be terminated by the member personally at any time.

3.6.2 The Membership Committee may recommend to the Board of Directors that a member be terminated for just cause. This action must be approved by a two–thirds (2/3) vote of the Board of Directors. 

3.6.3 Upon termination of a member’s membership, the member must be notified by email, phone or letter thirty (30) days in advance and allowed to appeal the termination in person to the Board of Directors.


4 Elected Officers

4.1 Moderator

4.2 Assistant Moderator

4.3 Secretary 

4.4 Treasurer

4.5 Eligibility for Election…

4.5.1 Member must be active.

4.5.2 Member must have attended at least four (4) of the last six regular meetings.

4.5.3 For the initial election of Officers, eligible people must have been an active participant in the group since September 2007 and have submitted an application for membership in the Society.

4.6 The Moderator, Assistant Moderator, Secretary and Treasurer shall form the Executive Committee.

4.7 New Officer positions may be created upon the recommendation, motion and second from the Executive Committee or any member and approved by a two–thirds (2/3) vote of the membership present at a regular meeting.  Such motion shall include whether or not such Officer shall also be a member of the Executive Committee.


5 Board of Directors

5.1 The Board of Directors will consist of the following…

5.1.1 Executive Committee

5.1.2 Three (3) additional members each elected by at least a two–thirds (2/3) majority of the membership at a regular meeting.

5.2 The size of the Board of Directors may be increased upon recommendation of the Board of Directors and approved by a vote of two–thirds (2/3) of the members present at a regular meeting or by a floor motion and second and approval of two–thirds (2/3) of the members present at a regular or special meeting.

5.3 Vacancies in the Board of Directors shall be filled by an election of two–thirds (2/3) of the members at the next regular meeting.

5.4 The Board of Directors will meet together at least once every four months. A minimum of four (4) members, including at least one member of the Board who is not a member of the Executive Committee is required to form a quorum for conducting business.


6 Standing Committees

6.1 Standing Committees will be appointed by a vote of a simple majority of the Board of Directors.

6.2 Membership Committee…

6.2.1 The Membership Committee will consist of three members.

6.2.2 Unless appointed by the Board of Directors, the Committee will choose one of their members as Chairperson.

6.2.3 The Membership Committee will be responsible for receiving and reviewing all applications for membership.

6.2.4 Immediately following a recommendation to the membership and a vote, all applications and other information submitted by the applicant will be turned over to the Secretary.

6.3 Hospitality Committee…

6.3.1 The Hospitality Committee will consist of three members.

6.3.2 Unless appointed by the Board of Directors, the Committee will choose one of their members as Chairperson.

6.3.3 The Hospitality Committee will be responsible for organizing all preparation, setup and cleanup for all meetings and events.


7 Finances

7.1 Any requests for or changes to dues must be approved by a two–thirds (2/3) vote of the members attending a regular meeting.


8 Changes and Interpretation

8.1 Any changes to these By–Laws, including their initial adoption, must be approved by a two–thirds (2/3) majority of the members present at a regular meeting.

8.2 Before any proposed changes can be voted on, they must be announced at either the prior meeting or by email or letter to all members at least 10 days prior to the meeting.


9 Legal Entity

9.1 This group is not and shall not be a legal entity other than the minimum required to register with the Colorado Secretary of State unless approved by a two–thirds (2/3) majority of members present at a regular meeting, having been notified ten (10) days in advance by mail, telephone or email of the proposed change.


10 Conflict of Interest

10.1 Members may not use the Society of Santa name, logo or insignia for personal profit except to identify themselves as a member of the Society.

10.2 Possible conflicts of interest between members and the Society shall be disclosed to any affected member before any business transactions.


11 Voting

11.1 Members must be present to vote. No proxies or written instructions will be accepted.


These Bylaws were approved by a two–thirds (2/3) majority vote of those present on September 13, 2008.


Voting was witnessed by the following three individuals who have applied for membership in the Society…

David H. Eckersley (Made Motion to Approve)

John M. Blackburn (Seconded Motion)

Carol T. Lee


Amendments to the By-Laws

Unanimously approved at the general membership meeting on January 17, 2015.

First Amendment

1. The word “changes” where it appears in Section 8 of the Society of Santa (SOS) By-laws and at no other place in those By-laws shall henceforth be read as meaning and understood to be, “Amendments” and the words "regular meeting(s)" wherever they appear in the SOS By-laws shall henceforth be read as meaning and understood to be, "any regularly scheduled meeting of either the Board of Directors or of the full membership unless context indicates one or the other."

2. No interlined change or changes to the By-laws for SOS, made or attempted prior to approval of this 1st Amendment, shall be any part of or have any effect upon those By-laws; interlined changes are hereby removed.

3. Prior interlined changes to the By-laws which are displaced by operation of this 1st Amendment may be moved, by the Board of Directors without further approval, to the SOS Policies and Procedures.

4. This Amendment and all future Amendments to the By-laws for SOS shall be permanently located at the end, below the original execution thereof, and shall be sequentially numbered beginning with this, the 1st Amendment.

END


Second Amendment

1. The Society of Santa (SOS) may become a Limited Liability Company {LLC) as well as an Unincorporated Association, under the laws of the State of Colorado and registered as such with the Secretary of State of said State.

2. The Secretary for SOS shall make whatever reports and do whatever other acts are required by the laws of the State of Colorado for maintaining the Society’s status as a Colorado LLC.

3. The name, “Society of Santa” may than be altered in use, to comply with Colorado law, prospectively only from and after registration with the Secretary of State as an LLC, to read “Society of Santa LLC, a Colorado Unincorporated Association.” and/or “Society of Santa LLC, an Unincorporated Association.”

END


Third Amendment

All performing members of Society of Santa (SOS) shall be required to provide evidence, with each new and renewal membership application, of having general liability insurance as from time to time defined by the Board of Directors and approved by the membership or to participate in a group type general liability insurance offered through the Society.  

END


Fourth Amendment

All SOS members shall be eligible to be Elected Officer, Moderator, Assistant Moderator, Secretary, Treasurer or At Large Board Member, who shall have been active member during the last past one year prior to her/his election, and who shall have attended at least four of the regularly scheduled meetings during that year; an individual may only fill one Elected Officer position at a time.

END