Midwest Burners

ARTICLE I – NAME, PRINCIPAL AGENT AND OFFICE; OTHER OFFICES 

Section 1: Name/Non-Profit Unincorporated Association 

This organization shall be called the Midwest Burners Association (hereinafter “MWB “). This organization is a member of the Burning Man Regional Network that is overseen by the Burning Man Project, Inc. (hereinafter “BM”). MWB operates separately from the BM as an unincorporated 501(c)(3) non-profit, tax-exempt association (or equivalent) organized under the laws of the state it is registered. 

Section 2: Principal Agent

The principal agent of MWB shall be the presiding president of MWB. 

Section 3: Primary Office; Other Offices 

The primary office and mailing address of MWB shall be located in either Iowa, Kansas, Missouri, or Nebraska as designated by the Board of the Association. MWB may have other offices such as branch offices as designated by the MWB Board of Directors (hereinafter the “Board”). 

ARTICLE II – RELATIONSHIP TO BURNING MAN PROJECT

Section 1

MWB adheres to the Ten Principles of the BM, which are the core values of the Burning Man culture and the BM’s mission to extend the Burning Man culture into the larger world. The purpose of the Regional Burning Man Network is to nurture Burning Man culture year-round within the states MWB operates. 

Section 2

MWB is a member of the BM Regional Burning Man Network that aids MWB to nurture Burning Man culture year-round in the states where MWB operates. 

Section 3

The bylaws, policies, procedures, rules or directives established by MWB may not conflict with the values of the Ten Principles of the Burning Man Project. 

ARTICLE III – PURPOSE AND LIMITATIONS OF MWB

Section 1: Purpose of MWB. 

1. Dedication. MWB net income will be used to accomplish its purposes and not use its net income to personally benefit any of its members, trustees, officers, or other private persons except to compensate them for services and to make payments that further its purposes. MWB will not, except to an insubstantial degree, do anything that does not further this Association’s purposes. 
2. General Purpose. MWB has been founded as a non-profit, tax-exempt, unincorporated association and is organized exclusively for charitable purposes in accordance with Section 501(c)(3) of the Internal Revenue Code.
3. MWB wants to extend the creative and communal spirit of the Burning Man event and Burner culture, into the Midwestern United States. 
4. MWB provides events as a primary means to accomplish its mission through official association organized events. 
5. MWB supports and encourages members to organize non-association events. 
6. MWB supports its members’ efforts to attend the Burning Man event and other regional Burning Man events. 
7. Specific Purposes. 
8. Consistent with these Bylaws, the purposes of MWB shall include the following:
   1. To gather to camp and socialize to experiment with the concept of community 
   2. To maintain and foster a community that cultivates interest in, and pursuit of art, music, and artistic expression 
   3. To seek grants from public and private sources (pursuant to stipulations of Section 501(c)(3) of the Internal Revenue Code) 
   4. To issue grants to regional artists for creation of art and to issue grants to foster leadership potential in MWB membership 
   5. To invest in community projects that enhance the local community in line with BM principles 
   6. To stimulate appropriate global application of BM principles for the benefit of general public 
   7. Provide events and forums to foster an environment of creative self-expression, of personal accountability, and of cooperation for discussion and examination of art and community, and ideas related to BM 
   8. To promote the fundamentals of BM and its principles through dissemination, within the primary area of operation of MWB, information regarding BM 
   9. Encourage and facilitate education in the community 

Section 2: Limitations of MWB 

1. General Limitations. The purposes and activities of MWB shall be subject to limitations set forth in these MWB Bylaws, conducted consistently with MWB Articles of Association. 
2. The MWB membership database and listings may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of MWB, consistent with MWB policies and all applicable laws and regulations, including but not limited to those laws and regulations pertaining to privacy and use of personal information. 
3. The Board officers and appointed leaders of MWB shall be solely accountable for the business, governance, policy and direction of the association, planning and operations of MWB, and shall perform their duties in accordance with the MWB’s governing documents; Bylaws, Articles of Incorporation, policies, practices, procedures, and rules; and applicable laws. 
4. MWB shall meet all legal requirements, applicable laws and regulations in the jurisdiction(s) in which MWB conducts business or is registered.

Section 3: Delegation of Duties 

1. The Board of Directors may delegate the management of the day-to-day operation to the president of the Association, or other persons, provided that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. 
2. The Board has the power to appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, determine the duties and fix the compensation, if any, of all officers, agents and employees of the organization, excluding the appointment of Event Coordinators (EC) of association organized events. 
3. The Board also has the duty to supervise all officers, agents, ECs, and employees of the organization to assure that their duties are performed properly. 
4. The Board will leave event management decisions to an EC unless consulted by the EC, appealed to by community members, or the Board needs to exercise oversight authority over an event operations decision for any other reason. An EC may be relieved of their duties by a general consensus of the Board for cause or because of resignation. 

ARTICLE IV – MWB MEMBERSHIP 

Section 1: General Membership Provisions 

1. Membership in MWB requires abiding to the principles of BM, MWB bylaws, policies and procedures and furthering the purposes of the organization. 
2. Membership is voluntary and shall be open to all eligible persons without regard to race, creed, gender, color, age, sex identification, marital status, national origin, religion, sexual orientation, political affiliation, and social class, and financial status, physical or mental disability. 
3. Membership in MWB shall terminate upon receipt of any member’s resignation or revocation of membership for just cause. 
4. Upon termination of membership in MWB, the member forfeits any and all rights and privileges of membership. 
5. Membership is governed by the Membership Policy which is the responsibility of the Board. 

Section 2: Classes and Categories of Members of the Association. 

1. Voting rights, benefits and membership requirements of classes is determined by the Board 
2. Member classes with voting rights 
3. Board of Directors shall be members who are volunteers and have been appointed or elected, and have complete association voting rights 
4. Member classes with voting rights on the Election Committee

1. Event Coordinators in good standing who have held such positions in the last 365 days. Event Coordinators shall be members who are volunteers to organize and operate an official MWB event and have been appointed and ratified annually by a simple majority of the MWB Board, unless the event is governed by its own council.
2. Event Departmental Leads in good standing who have held such positions in the last 365 days. Event Departmental Leads shall be members who are volunteers and have been appointed by Event Coordinators to organize and operate a department at an official MWB event.

ARTICLE V – MWB BOARD OF DIRECTORS

Section 1

MWB shall be governed by a Board of Directors (Board); the Board shall be responsible for carrying out the purpose and objectives of the unincorporated non-profit. The Board shall consist of five (5) and up to eleven (11) at large, voting Board members. Four (4) of these voting Board members shall be appointed and serve as President, Vice President, Secretary and Treasurer. 

Section 2

The Board shall consist of the officers of MWB elected by the membership with voting rights and shall be members in good standing. The terms of office for the Officers shall be 2 consecutive years, limited to two consecutive terms (4 years) in the same position, and no more than eight (8) consecutive years on the Board in general. 

Section 3

The President shall be the chief executive officer for MWB and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board and presiding at meetings of the Board. The President shall have general supervision and direction over all other officers of MWB and shall see that their duties are properly performed. The President shall be the primary signatory on contracts entered into by MWB. The President shall be a secondary custodian of MWB funds, with ability to receive and disburse funds, and responsible with the Treasurer for the MWB financial policy. The President shall also serve as a member ex-officio with the right to participate and vote on all committees except the Nominating and Election Committee. 

Section 4 

The Vice President shall be responsible for the MWB operations and in absence of the President, be vested with all his powers and have authority to perform all duties, and perform other duties as assigned by the president. Additionally, the Vice President shall preside over Board meetings in the absence of the President. 

Section 5

The Secretary shall keep adequate records of all proceedings, actions, and meetings of the MWB and Board of Directors, and administrate the custody, storage and safekeeping of all official, legal and contractual documentation. The Secretary shall keep and maintain at all times a current list of members with voting rights afforded by these bylaws to ensure the right persons participate in the affairs of MWB. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President. 

Section 6

The Treasurer shall be the primary custodian of MWB funds and responsible for the MWB financial policy, full reporting and fiscal management, including the preparation of an 

annual financial budget, tax filing and tracking the MWB’s expenses and income, and oversee the management and movement of funds for duly authorized purposes of MWB. The Treasurer shall keep full and accurate records of receipts and disbursements and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as treasurer and of the financial condition of MWB. 

Section 7

Director at Large (up to 7 board positions), the duties and authority of the Directors at Large shall include, but not be limited to: 

1. Provide operational guidance on the activities of one (or more) portfolio areas. 
2. Provide monthly updates to the Board on portfolio activities 
3. Act as “sponsors” for projects assigned to their portfolio area. 
4. Once they have one year of service on the Board, act as a mentor to emerging leaders in their portfolio area grooming them for future volunteer leadership opportunities. 
5. Annually collaborate on the preparation and submission of the budget 

Section 8

The Board shall exercise all powers of MWB, except as specifically prohibited by these bylaws and the laws of the jurisdiction in which MWB is registered. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these bylaws and to exercise authority over all MWB business and funds. 

Section 9

Board Meetings. The Board shall meet at least quarterly or at the call of the President or at the call of the Vice President after receiving written requests of two (2) other members of the Board. A call for a meeting must be sent at least seven (7) days in advance by email. At all meetings of the Board a quorum for conducting association business shall consist of no less than one-half of the membership of the Board (half + 1) at the time of any vote. Each Board member shall be entitled to one (1) vote and may take part and vote verbally, electronically or by proxy. When a board member is going to be absent from a board meeting, the board member can provide a board-approved delegate towards quorum and to proxy their voting rights, otherwise their votes shall be forfeit. At its discretion, the Board may conduct its business by teleconference, video conference, email or other legally acceptable means. Members of the Board may participate in a board meeting by means of conference telephone, video conference or similar real time remote communications and such participation shall constitute presence in person at the meeting. Attendance at Board meetings is restricted to only Board members unless the Board invites someone to the meeting for a specific purpose. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. Minutes will be taken at every Board meeting. A summary of board-approved minutes shall be published on the MWB website at a reasonable time or at least before any proceeding board meeting. 

Section 10

The Board of Directors may declare a Board Officer or Director at Large position to be vacant where a Board Officer or Director at Large ceases to be a member in good standing of MWB. A Board Officer or Director at Large may resign by submitting written notice to the Board. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice.

Section 11

A Board Officer or Director at Large may be removed from office for just cause in connection with the affairs of the organization by at least a 70% vote of the Board in favor for removal. 

Section 12

If any Board Officer position becomes vacant, the Board may appoint a successor to fill the office with an eligible candidate in accordance with Leadership Policy requirements. In the event the President is unable or unwilling to complete their term of office, the Vice President shall become interim President. The term for appointed Board Officers shall be the remaining duration of the term held by the vacating Board member. 

ARTICLE VI – MWB NOMINATIONS AND ELECTIONS

Section 1

The nomination and election of a Board officer shall be conducted each time a Board position is vacated or completed annually by or before the 30^th day of September. All voting members in good standing of MWB shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, sexual orientation, or unlawful purpose is prohibited. 

Section 2

Candidates who are elected shall take office on the first day of the month following their election, and shall hold office for the duration of their terms or until their successors have been elected and qualified. 

Section 3

A Nominating and Election Committee shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for Board positions may also be nominated by petition process established in an Elections policy approved by the Board. Elections shall be conducted (a) during the annual meeting of the membership; or (b) by email ballot to all voting members in good standing. The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating and Election Committee or tellers designated by the Board. The Nominating Committee shall consist of two directors appointed by the Board of Directors. The Nominating Committee shall select its own chair. 

Section 4

No current member of the Nominating and Election Committee shall be included in the slate of nominees prepared by the Committee. 

Section 5

In accordance with MWB policies, practices, procedures, rules and directives, no funds, activities or resources of MWB may be used to support the election of any candidate or group of candidates for MWB or public office. No other type of organized electioneering, communications, fund-raising or other organized activity on behalf of a candidate shall be permitted. The Nominating and Election Committee, or other applicable body designated by the Board, will be the sole distributor(s) of all election materials for elected positions. 

ARTICLE VII – MWB COMMITTEES

Section 1

The Board may authorize the establishment of standing or temporary committees to advance the purposes of MWB. The Board shall establish a charter for each committee, which 

defines its purpose, authority and outcomes. Committees are responsible to the Board. Committee members shall be appointed from the membership of the organization. The MWB officers and/or Directors can serve on the MWB Committees, unless it specifically is restricted by these Bylaws. 

Section 2

The Board shall appoint a Board Officer to provide governance for each commissioned committee. The chairperson for each committee shall be appointed by the appointed Board Officer responsible for the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Association. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 

ARTICLE VIII – MWB FINANCE

Section 1

The fiscal year of MWB shall be from 1 January to 31 December. 

Section 2

MWB shall collect all revenues from events sanctioned by the MWB Board in a manner determined and approved by the MWB Board. 

Section 3

The MWB Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities. 

Section 4

All fund disbursements shall be performed by MWB authorized Board members. 

Section 5

The Board shall demonstrate fiscal responsibility in its actions, as it is the steward of MWB funds. Due diligence shall be used when spending MWB funds and entering into contracts on behalf of the MWB. 

ARTICLE IX – MEETINGS OF THE MEMBERSHIP

Section 1

An annual meeting of the membership shall be held at a date and location to be determined by the Board. The Board shall provide the agenda for the annual meeting before notice of the annual meeting is sent. Notice of annual meeting shall be sent by the Secretary to all voting members at least 30 days in advance of the meeting. The notice should indicate the time and place of the meeting and include the proposed agenda. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting. 

Section 2

Special meetings of the voting membership may be called by the President; by a majority of the Board; or by petition of twenty-five (25%) of the voting membership directed to the President. Such a request shall state the purpose or purposes of the proposed. Notice of all special meetings shall be sent by the Secretary to all voting members at least 30 days in advance of the meeting. The notice should indicate the time and place of the meeting and include the proposed agenda. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting. 

Section 3

Quorum at an annual business meeting or special meetings of MWB shall be those 

members in good standing, present and in person or by proxy of a majority of the members eligible to vote shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting of which there is a quorum present may continue to do business until adjournment notwithstanding the withdrawal of enough voting members to leave less than a quorum. 

Section 4

All meetings shall be conducted according to parliamentary procedures determined by the Board. 

ARTICLE X – INUREMENT AND CONFLICT OF INTEREST

Section 1

No member of MWB shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of MWB, except as otherwise provided in these bylaws. 

Section 2

No officer, appointed leader or authorized representative of MWB shall receive any compensation, or other tangible or financial benefit for service to MWB. However, the Board may authorize payment by MWB of actual and reasonable expenses incurred by an officer, appointed lead or authorized representative regarding attendance at Board meetings and other approved activities. 

Section 3

MWB may engage in contracts or transactions with members, officers, appointed leaders or authorized representatives of MWB and any corporation, partnership, association or other organization in which one or more of MWB’s members, officers, appointed leaders or authorized representatives are: officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met: 

1. The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the Board of Directors prior to the Board’s final decision to enter into the contract or transaction; 
2. The Board in good faith authorizes the contract or transaction by a majority vote of the officers who do not have an interest in the transaction or contract; 
3. The contract or transaction is fair to MWB and complies with the laws and regulations of the applicable jurisdiction in which MWB is registered at the time the contract or transaction is authorized, approved or ratified by the Board. 

Section 4

All officers, directors, appointed committee members and authorized representatives of MWB shall act in an independent manner consistent with their obligations to MWB and applicable law, regardless of any other affiliations, memberships, or positions. 

Section 5

All officers, directors, appointed committee members and authorized representatives shall immediately disclose to the Board any financial or personal interest in, affiliation or conflict (or appearance of a conflict) with any entity, individual or matter that may or is pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, and must refrain from voting on, or influencing the consideration of, such matters. A person who is refrained from voting for this purpose shall not be part of the Quorum (where required) for the subject vote and not be in 

the presence of the vote or discussions preceding the vote. However, at request of the Board the person shall provide any and all relevant information on the particular matter. 

ARTICLE XI – INDEMNIFICATION

Section 1

In the event that any person who is or was an officer, director, committee member, or authorized representative of MWB, acting in good faith, without violation of the MWB code of conduct and in a manner reasonably believed to be in the best interests of MWB, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory. 

Section 2

Unless ordered by a court, discretionary indemnification of any representative must be consistent with the requirements of applicable law, and authorization of such indemnification shall be determined by the Board that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these bylaws and require a majority vote of a quorum of the Board consisting of officers who were not parties to such action or if such quorum is unobtainable, proceed by recommendation of legal counsel. 

Section 3

To the extent permitted by applicable law, MWB may purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee, trustee, agent or authorized representative of MWB, or is or was serving at the request of MWB as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise. 

Section 4

Notwithstanding the preceding, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Association unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. 

Section 5

Expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the Association. 

ARTICLE XII – AMENDMENTS 

Section 1

Amendments may be proposed by the Board on its own initiative, or upon petition 

by twenty-five percent (25%) of the voting members in good standing, addressed to the Board. All such proposed amendments shall be presented by the Board with or without recommendation.

Section 2

These bylaws or the Articles of Association may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by electronic ballot or ballot when present at an official meeting of MWB duly called and regularly held. Notice of proposed amendments shall be sent in writing to the membership at least thirty (30) days before such meeting or vote. Upon approval, the amended bylaws or Articles of Incorporation shall be effective immediately or at a time specified by the Board and any prior bylaws are effectively annulled. The amended bylaws or Articles of Incorporation shall be presented to the community with a summary of explanations for each amendment. 

ARTICLE XIII – DISSOLUTION

Section 1

In the event MWB fails to sustain its purposes as outlined in these bylaws and Articles of Association without mitigated circumstances, the Board may seek dissolution. 

Section 2

Should MWB dissolve for any reason, its assets shall be dispersed exclusively for the purposes of MWB to eligible non-profit organizations that are organized and operated for charitable purposes similar to those of MWB as designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements. Any such assets not disposed of by the Board of Directors shall be liquidated and dispersed to BM. 

Section 3

Unless superseded by law, dissolution of MWB must be approved by a majority of the members voting on the motion to dissolve. 

Section 4

Legal Requirements. 

MWB shall meet all legal requirements in the jurisdiction(s) in which MWB conducts business or is incorporated/registered.