Bylaws of Atlanta OutWorlders

Adopted at the Nov. 16, 2025, business meeting and put into effect Jan. 1, 2026

ARTICLE I - Name

The name of this organization shall be OutWorlders, Inc., hereinafter referred to as “OutWorlders”.

ARTICLE II - Purpose

The purpose of OutWorlders shall be:

1. To provide services for and to promote the playing of games of all kinds, including but not limited to the following: board games, card games, and role-playing games.

2. To foster community engagement through activities and programs centered around science fiction, fantasy, and horror media.

3. To provide a safe and welcoming environment for the LGBTQ+ community and allies.

4. OutWorlders shall be operated in a manner that is free from discrimination based on sex, gender, identity, expression, sexual orientation, disability, physical appearance, body size, race, ethnicity, age, religion, or any other characteristic protected under federal, state, or local law.

ARTICLE III - Membership and Dues

There shall be two (2) classes of membership: General and Sponsoring.

1. General Membership shall be open to any person who attends an OutWorlders event or follows any OutWorlders social media account.

2. Sponsoring Membership shall be open to any person who pays Sponsoring Membership dues as prescribed by the OutWorlders Board of Directors. Sponsoring Members in good standing shall be entitled to vote in elections and hold office. Sponsoring Members must have paid their dues at least five (5) business days prior to the meeting at which they wish to vote. Sponsoring Members who allow their dues to lapse will be considered General Members.

3. Any member may resign upon surrender of any club property, including monies. Any person resigning from membership will not be entitled to any refund of dues.

4. Membership in the club is not transferable or assignable.

5. The Board of Directors may suspend or expel a Member for cause by an affirmative vote of three-quarters (3/4) of the entire Board. Grounds for expulsion include, but are not limited to, failure to adhere to these bylaws or any other policies and procedures established by the Board of Directors. The decision of the Board of Directors with respect to the suspension or expulsion of a Member is final. Any person suspended or expelled from membership will not be entitled to any refund of dues.

ARTICLE IV - Board of Directors

OutWorlders shall be governed by a Board of Directors (hereinafter referred to as the “Board”). The Board shall consist of no fewer than three (3) and no more than nine (9) Directors.

1. ELIGIBILITY: To be eligible to serve on the Board, a member must be a current member in good standing, must be elected or appointed according to the procedure in Article V (Election of Board Members), and must agree to pay Sponsoring Membership dues in advance for the entire term of office. No two members of the Board who are first-degree relatives, spouses, or domestic partners may serve on the Board at the same time.

2. COMPOSITION AND DUTIES:

1. The Board shall consist of a President, a Vice President, a Secretary, a Treasurer, and a number of “at large” directors not to exceed five (5). All board members shall serve one (1) year terms. Board members may hold more than one officer position, except that the President and Treasurer shall not be the same person.
2. Board members shall receive no remuneration for serving in such capacities. Reimbursement for any expenses incurred in connection with their duties shall be as authorized by the Board and paid by the Treasurer.
3. All Board members shall (i) be present at all Board meetings as much as possible, (ii) discuss present matters and vote their conscience in accordance with the best interests of OutWorlders, and (iii) be responsible for assisting with duties, promotions, and tasks to further the causes of OutWorlders.

3. OFFICERS:

1. The President shall (i) preside at all business meetings of the Board, (ii) appoint chairpersons of committees, (iii) represent OutWorlders in all matters of importance to OutWorlders, (iv) authorize special expenditures of OutWorlders for operation of OutWorlders and in keeping with the resolutions of the Board and its budget, and (v) prepare agendas and communicate with the members of the Board.
2. The Vice President shall (i) serve as acting President to the maximum extent possible when the President is temporarily unable to serve, (ii) assist the President in any presidential duty as requested by the President, and (iii) automatically assume the office of President in the event that office is vacated.
3. The Secretary shall (i) keep a record of all OutWorlders meetings and other Board activities, and facilitate communications with members, (ii) record duly enacted changes to these bylaws, (iii) provide each Board member with a copy of the minutes from each meeting, (iv) provide each OutWorlders member with a current copy of OutWorlders’s bylaws upon request, and (v) maintain membership records.
4. The Treasurer shall (i) establish accounts, bank or otherwise, of OutWorlders, as approved by the Board, (ii) establish procedures for the depositing of funds and the maintenance of OutWorlders properties, (iii) receive and disburse all funds of OutWorlders as authorized by the Board whether authorized individually or as part of a budget, (iv) maintain a record of all financial transactions, make all financial records available to all Board Members, and provide a financial report at every meeting in such detail and form as approved by the Board, and (v) provide additional financial reports as directed by the Board or as required by law.

4. RULES OF ORDER: In all Board votes, a majority is defined as a number more than one-half of the total votes cast, excluding abstentions.

5. AUTHORITY: The Board has the authority to represent OutWorlders to other organizations, handle OutWorlders business duties, call meetings, appoint committees, approve OutWorlders expenditures, remove Board members by three-quarters majority vote, and adopt resolutions consistent with carrying out the purposes of OutWorlders set forth in Article II. The Board shall take only those actions and make only those representations delegated by these bylaws or authorized by OutWorlders resolution.

The Board has the authority to enter into contracts on behalf of OutWorlders. Contracts must be approved by the Board and signed by either the President or Vice President. The OutWorlders Board shall set, approve, and review standards for any official OutWorlders locations or events.

6. RESIGNATION: Any Board member may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified.

ARTICLE V - Election of Board Members

1. Elections for all positions on the Board shall be held annually.The Board shall choose the time of year to have the election.

2. Each year, the President shall appoint an Election Coordinator from the Sponsoring Membership to serve for the duration of the election and for three (3) months afterward. The Election Coordinator shall not also be a candidate for election.

3. To run for a position on the Board, a candidate must be nominated. Any Sponsoring Member may be nominated by any other member. Self-nominations are allowed. Nominations shall be submitted to the OutWorlders Election Coordinator.

4. Upon accepting the nomination, each nominee shall submit to the OutWorlders Election Coordinator the Board position for which they are running. Along with this submission, nominees may include written statements of 300 words or less to be distributed with the ballots.

5. A suitable ballot shall be made available to the Sponsoring Membership. The ballot design should, as much as practical, ensure confidentiality such that individual voter preference is concealed.Each qualified voter may submit only one ballot. The ballot shall provide instructions for return to the Election Coordinator.

6. If the slate of nominees is such that there is only one possible outcome regardless of vote totals, balloting shall not be necessary, and the nominees shall be appointed to their respective offices.

7. The Election Coordinator shall collect ballots for the annual election of officers. All ballots returned to the Elections Coordinator shall remain sealed until after the Final Call for ballots, at which time they shall all be unsealed and counted.

8. Preexisting officers shall retain their positions on the Board until 12:01 AM of the first day of January, at which time the newly elected Board Members shall assume office.

9. Any vacant Board position except President shall be filled by appointment approved by a simple majority vote of the Board. The appointee must be a member and be willing to accept the appointment. Such appointments shall take effect immediately upon appointment and acceptance.

ARTICLE VI - Meetings

1. There shall be five (5) types of meetings: Board, General, Annual, Special, and Committee. For all meetings, either posted notice on the OutWorlders website or social media accounts, or written notice sent by e-mail or first class mail to each member’s most recently provided mailing address, in the requisite time in advance, shall constitute sufficient notification.

2. BOARD MEETINGS: Only Board Members may vote at Board Meetings. All members may attend Board Meetings. Others may attend if the Board allows. A quorum consists of a majority of the Board, including a minimum of two (2) officers. The Board shall decide the time, place, and manner of all Board Meetings, but at least one such meeting shall be held in each quarter of the calendar year. Notice of Board Meetings must be given to all Board Members at least seven (7) days in advance.

3. GENERAL MEETINGS: All Sponsoring Members may vote at General Meetings. All members may attend General Meetings. Others may attend if the Board allows. A quorum consists of a majority of the Board, including a minimum of two (2) officers. The Board shall decide the time, place, and manner of General Meetings. Notice of General Meetings must be given to all members at least fourteen (14) days in advance.

4. ANNUAL MEETINGS: Each year, a General Meeting called the Annual Meeting shall be held. If the Annual Meeting is held at an OutWorlders event, all event attendees may also attend the Annual Meeting. At the Annual Meeting, the President and the Treasurer shall report on the activities and financial condition of the corporation and the members shall consider and act upon such other matters as needed.

5. SPECIAL MEETINGS: Special meetings of the Board may be called by the President or by a majority of the Board members. Notice of special meetings shall be given at least seven (7) days in advance.

6. COMMITTEE MEETINGS. Only members of the meeting Committee may vote at a Committee Meeting. Others may attend and speak if the Committee Members allow. A quorum consists of a majority of the Committee Members. Committee Members shall decide the time, place, and manner of Committee Meetings. Only business appropriate to the Committee may be discussed at Committee Meetings.

ARTICLE VII - Conflicts of Interest

Whenever a Board Member has a financial or personal interest in any matter coming before the Board, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Board members determine that it is in the best interest of OutWorlders to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

ARTICLE VIII - Parliamentary Authority

The most recent edition of Robert’s Rules of Order shall govern OutWorlders in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order OutWorlders may adopt.

ARTICLE IX - Dissolution & Distribution of Assets

Dissolution of the corporation shall require an affirmative vote of a majority of Sponsoring members, entitled to vote thereon, who are present at a General Meeting called exclusively for such purpose, provided a quorum is present. In the event of dissolution, all of the property and assets of the corporation, or the proceeds thereof, shall be given to a suitable organization selected by the members present at the meeting.

ARTICLE X - Amendment of Bylaws

The Board may propose changes to these bylaws. Notice of the proposed changes shall be provided to Sponsoring Members by the Board not less than thirty (30) days in advance. These changes shall be adopted if approved by a 2/3 majority vote of Sponsoring Members, voting either in person, or by absentee ballot, or by proxy as specified by the board. Either posted notice on the OutWorlders website or social media accounts, or written notice sent by email or first class mail to each member’s most recently provided mailing address, by the requisite time in advance, shall constitute sufficient notification.