Bylaws of IMERSA

As Ratified by the Founding Officers of the Corporation, July 3rd, 2008

ARTICLE I Description of Corporation

The name of the corporation is Immersive Media Entertainment Research Science & Arts, (IMERSA)
The principal office of the Corporation is located in the City and County of Denver, Colorado USA.
Mailing address for the transaction of business is PO box 11083-80160 Littleton CO. 80160 11083
IMERSA shall be a nonprofit 501c6 trade corporation, incorporated in the State of Colorado

ARTICLE II – Statement of purpose

Immersive Media, Entertainment, Research, Sciences & Arts is an international professional organization, advancing the art, profile and integrity of large-format digital immersive media and immersive group experiences including (but not limited to) immersive digital theaters and digital (fulldome) planetariums.

ARTICLE III - Statement of Methods

· IMERSA serves as an indispensible resource and authority to the field by establishing and disseminating industry guidelines and standards
· IMERSA advances the arts and science of the industry by uniting venue operators with creative communities, researchers and manufacturers
· IMERSA fosters professional development of it’s members by providing educational resources and recognition of outstanding achievements.
· IMERSA is a driver and nexus for communication, collaboration, experimentation, education and promotion of digital immersive media in a variety of venues, formats and functions.

ARTICLE IV – MEMBERSHIP

Section 1 – Classes

The corporation shall have five (5) classes of membership as follows:
A. Individual ($100)
Entitled to one vote and participation in IMERSA activities and discussions with access to all member resources and benefits.
B. Institution ($500)
Two member designates may be identified as representatives of a member institution. Each delegate member is entitled to full individual member benefits including voting and access to all member resources and benefits.
C. Student ($35)
Student members must be attending an accredited educational institution on a full-time basis. Student members are entitled access to all member resources and benefits. Student members may NOT vote, but they are encouraged to participate in issue dialogue and event planning.
D. Corporate ($1,000)
Corporations or Individuals as sustaining members may designate up to three (3) member representatives. All member representatives are entitled to full member benefits including participation in voting and access to events and resources. The EC may provide for additional benefits.
E. Supporting Member ($1,750 or greater)
Any individual or Institution that provide substantial financial support, as periodically determined by the board of directors, to IMERSA in return for special recognition. This will be an annual recognition unless otherwise determined by the board. Recognition benefits will be determined by the EC at the time of funding.

Section 2 – Eligibility

A Qualifications:
Any member or member designate who qualifies under one of the classes as set out in these bylaws, whose application has been approved by the EC, and agrees to adhere to the rules and regulations of this corporation is eligible for membership.
B. Admittance:
Any person eligible for membership as defined by these Bylaws shall be admitted to membership after the submittal of a completed application, as shall be prescribed by the EC and approval of such application by the EC and payment of the first year’s annual dues as specified in these Bylaws.
C. Number of Members
There shall be no limit on the number of members the corporation may admit.
D. Transferability of Membership:
The EC may provide, by resolution, for the transfer of memberships within any class or classes, with or without restriction or limitation, including transfer on the death, dissolution, merger or reorganization of a member.

Section 3 – Dues

The annual dues payable to IMERSA by members shall be in such amounts as shall be determined by resolution of the EC. The initial dues shall be payable upon admission to membership. Annual dues shall be due each year thereafter, on the anniversary of the month the member is admitted to the Association. All dues and monies received by IMERSA shall be used to accomplish the statement of purpose and methods as set forth herein.
A Individual ($135)
B Institution ($270)
C Student ($35)
D Sustaining members ($1,000)
E Benefactor ($1,500 or greater)

Section 4 – Non-Liability of Members

A member of IMERSA shall not be personally liable for the debts, obligations or liabilities of the Corporation, solely because of such membership

Section 5 – Termination

All rights of a member in IMERSA and its property shall cease on the termination of membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, special assessments, or fees arising from contract or otherwise. IMERSA shall retain the right to enforce any such obligation or to obtain damages for breach of such. The membership and all rights of membership shall automatically terminate upon the occurrence of any of the following causes:
A. Written Request:
The membership of any member of IMERSA shall automatically terminate upon such member’s written request delivered to the President or Secretary of the Corporation.
B. Failure to Pay Dues: Any member who fails to pay dues when due or within thirty (30) days thereafter, without an extension approved in advance by the EC, shall automatically terminate at the end of such thirty day period, provided such member was given both a fifteen (15) day prior written notice of the termination stating the reasons therefore and a timely opportunity to be heard on the matter of termination. The notice shall be given as indicated by the member on the IMERSA application form a) by email or b) sent by First Class mail to the last reported address of the member. A member who has been terminated in accordance with these bylaws and wishes to be reinstated shall, at the discretion of the EC, pay a reinstatement fee as prescribed by the EC. The date of reinstatement shall become the member’s new anniversary date for dues billing.
ii. A member who has been terminated in accordance with these bylaws and wishes to maintain a continuous membership record shall, at the discretion of the EC, pay all back dues, current dues, and any other outstanding debts, and be considered a member in good standing.
C. Death or Dissolution:
The death or dissolution of the member.
D. Specific Period:
Where a membership is issued for a specific period.

Section 6 – Collective Membership Mark

IMERSA is the owner of a number of collective membership marks, including, but not limited to, the following: “IMERSA, IMMERSA. Immersive Media Entertainment Research & Arts” and the “official Logo”. Members have the right to use these collective membership marks pursuant to restrictions and requirements set periodically by the EC. These marks can only be used by the Member to indicate membership in IMERSA. Members shall not permit any individual member of a Company or any other person or entity to use the collective membership marks without prior written approval from the Executive Director of IMERSA. The Member recognizes that all use of the collective membership marks by the Member shall be to the benefit of the IMERSA. Members shall use the collective membership marks only in the form and manner as prescribed by the Executive Director. Members shall promptly notify the IMERSA Executive Director of any unauthorized use of any of IMERSA’s collective membership marks which come to the Member’s attention.

ARTICLE V – MEETINGS

Section 1 – Annual EC Meetings

An EC meeting shall be held at a minimum of once per year. Members may choose to participate by telecommunication provided all attending members can share in the conversation. At any EC meeting a simple majority of the participating Officers shall constitute a quorum. All questions arising at EC meetings shall be decided by simple majority vote except as otherwise provided in these By-Laws. An Officer may appoint in writing any other member as his/her proxy for EC Meetings, provided the appointed person exercises only one vote by proxy.

Section 2 – Annual Member Meetings

Meetings of members may be held at such locations as may be designated from time to time by EC. The members shall meet for the purpose of transacting such proper business as has arisen following the last meeting, including the election of officers for such terms as are fixed by these Bylaws. If the election of officers shall not occur at an annual meeting of the members or without a meeting by written ballot pursuant to these Bylaws

Section 3 – Special Meetings of Members

EC members, the Executive Director of the Corporation or not less than thirty (30) percent of the Individual or designated members of the Corporation may call a special meeting of members for any lawful purpose. Such meetings are to be held at such place as is authorized in these Bylaws.

Section 4 – Notice of Meetings

A. Written notice of every meeting shall be issued to each member shown on the date of record for notice of the meeting to be eligible to vote therein. Such notice shall be delivered not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting.
B. Notice of the event shall be given by mail or other means of written communication, including but not limited to facsimile transmission, e-mail, addressed to the designated member of record at the address of such member appearing on the books of the Corporation.
C. The notice shall state the place, date and time of the meeting. In the case of annual meetings, the notice shall state those matters which the EC, known at the time notice is given, intends to present for action by the members. The notice of any such meeting at which Officers are to be elected shall include the names of all nominees known at the time the notice is given to the members.

Section 4 - Quorum Requirements

A. A quorum at any meeting of Standard members shall consist of not less than thirty (30) percent of the voting power, represented in person or by proxy.
B.The members present at a duly called or held meeting at which a quorum was present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Standard members to leave less than the required quorum, so long as such action(s) taken, other than adjournment, are approved by at least a majority of the required quorum no later than the next meeting.
C. Adjournment for Lack of Quorum In the absence of a quorum, any members meeting may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted except as provided by these Bylaws.

Section 5 - Voting of Membership

B. The Secretary of the Corporation shall act as the secretary of all meetings of members; provided that in his or her absence the Chairperson of the meetings of members shall appoint another person to act as secretary of the meetings.

ARTICLE V – OFFICERS

A. All Officers of the Corporation shall be elected for a two-year term ending on the 31st of December of even numbered years. The Vice-President, however, shall serve as President for the following two years, and the President shall serve as Past President for the following two years.
B. The President and Officers shall exercise all delegated powers required to manage the affairs of IMERSA
C. Only the President may delegate to Officers the power to authorize expenditures on behalf of the Corporation.

Section 4

The EC are hereby granted full power and authority to change the principal office of the Corporation from one location to another. Such change shall be noted by the secretary in these Bylaws and recorded in the Minutes of the corporation affecting such change, but shall not be an amendment to these Bylaws.

Section 5

The President, Vice-president, Secretary-Treasurer, or other such officer of the Association as the EC may appoint, shall have the authority to affix the Seal of the Association to any document requiring the same.

Section 1

The officers of this Corporation shall be a President, President-Elect, two (2) Vice-Presidents, a Secretary, a Treasurer and an Executive Director. This Corporation may also have, at the discretion of the membership, Assistant Secretaries, Financial Officers, and such other officers as may be held by the same person except that neither the Secretary nor the Treasurer/Chief Financial Officer may serve concurrently as President. All of the officers are subordinate and responsible to the members. These officers shall perform the duties prescribed by these By-Laws and by the parliamentary authority adopted by the Society.

Section 2

The term of office for all officers shall be one (2) years. All other officers shall assume office on Dec 31st and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected.

Section 3

A. Any officer may be removed, either with or without cause, by a three-fourths majority of the Officers of this Corporation at any time.
B. Any officer may resign at any time by giving written notice to this Corporation, but without prejudice to the rights, if any, of this Corporation under any to which the officer is party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled as it occurs in the manner prescribed in these Bylaws for election or appointment to such office.

Section 5 – Duties

A. The President is the chief executive officer of this Corporation and has, subject to control of the officers of this Corporation, direction and control of the business and officers of this Corporation. The President is the key spokesperson for the Association. The President will preside at all meetings and at the Annual Business Meeting. The President has the general powers and duties of management usually vested in the office of the president of a corporation and such other powers as may be prescribed by the EC.
B. President-Elect - In the absence or disability of the President, the President-Elect shall perform the duties of the President. The President-Elect shall assume the position of President upon completion of the President’s term in office. The President-Elect shall act as parliamentarian officers of this Corporation, chairperson of the Bylaws Committee, chairperson of the Nominating Committee and shall have other such powers and perform other such duties as may be prescribed by the International Board of Directors or the President from time to time.
C. Vice-Presidents - In the absence or disability of the President, the President-Elect, and subject to any limitations imposed by the officers of this Corporation, the Vice-President shall perform all the duties of the President and, when so acting, have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall oversee their assigned committees and have such powers and perform other such duties as may be prescribed for them respectively by the President from time to time.
D. Secretary - In the absence or disability of the President and President-Elect, the Secretary shall call the meeting to order to designate which Vice-President shall chair the meeting. In the absence or disability of the President, President-Elect and both Vice-Presidents, the Secretary shall perform all the duties of the President and, when so acting, have all the powers of, and be subject to all the restrictions upon, the President. The Secretary shall attend all meetings of the Board and shall keep or cause to be kept a book of minutes of all meetings of the officers of this Corporation and its committees, which contains the time and place of holding, either regular or special, and if special, how authorized, the notice thereof given, the names of those present at EC and committee meetings and the procedures of the Corporation, a copy of the Corporations’ Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings officers of this Corporation and any committees thereof required by the Bylaws or by law to be given, shall keep the seal of this Corporation in safe custody and shall also have such other powers and duties as may from time to time be assigned to him or her by the Board or President.
E. The Treasurer shall keep and maintain, or cause to be kept and maintained, full and accurate accounts of the properties and business transactions of this Corporation and shall send or cause to be sent to the officers of this Corporation, such financial statements and reports as are required to be sent to them by these Bylaws or by law. The Treasurer shall deposit this Corporation’s funds and other valuables in the name and to the credit of this Corporation with such depositories as may be designated by the EC. The Treasurer shall disperse the funds, of this Corporation as may be ordered by the EC, taking proper vouchers for such disbursements, shall render to the officers of this Corporation, whenever they request it, an account of all transactions as Treasurer and of the financial condition of this Corporation, and shall have such power and perform such other duties as may be prescribed by the officers of this Corporation. The Treasurer, if required to do so by the Officers of the corporation, shall give a bond at the corporations expense.
F. The Board may appoint a Comptroller. Subject to any limitation imposed by the Board, the Comptroller shall have all the powers and duties of the Treasurer, except voting rights, and in the event of the Treasurer’s absence or disability, shall also have such other powers and duties as may be assigned from time to time by the officers of this Corporation, the President or Treasurer.
G. Officers of this Corporation shall designate an Executive Director whose term and conditions of employment shall be specified by the officers of this Corporation. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and fix their compensation within the approved budget. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Association. The Executive Director shall serve without vote as an Ex-Officio member of the officers of this Corporation.

ARTICLE VII - Fiscal Year, Accounts, and Audit

The Fiscal Year of the Corporation shall end on December 31.
The Officers shall cause to be kept proper books of account with respect to:
A. All sums of money received, donated or expended by the Corporation and the particulars in respect of which the receipts and expenditures take place.
B. All sales and purchases by the Corporation.
C. The assets and liabilities of the Corporation.
D. All other transactions affecting the financial position of the Corporation.
At the end of each fiscal year the accounts of the Corporation shall be examined. If deemed necessary by the Officers, the correctness of such accounts and of the balance sheet shall be certified by an auditor approved by the Officers. Such accounts shall be presented to the Annual Business Meeting of the Corporation for scrutiny and approval.
The Officers shall cause to have prepared all the necessary tax returns; corporate forms and any other necessary returns or information shall be filed in their proper and respective places.

ARTICLE VIII - Contracts, Checks, Drafts, and Bank Accounts

Any and all deeds, documents, investments, and writings signed for and on behalf of and in the name of the Corporation by the President or Vice-President and Secretary-Treasurer with the authorization of the Officers, shall be binding upon the Corporation. Save as aforesaid or as otherwise stipulated in the By-Laws, no Officer, agent, or Member shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit.
Checks and Drafts: All checks, bills of exchange, or other orders for the payment of money, notes or other evidences of indebtedness issued, accepted or endorsed in the name of the Corporation shall be signed by the Secretary-Treasurer. Only a Secretary-Treasurer or Officer approved by the President may arrange, settle, and balance all books and accounts between the Corporation and its bankers and may receive all paid checks and vouchers and sign all the bank's forms of settlement of balances and release or verification slips.

All funds of the Corporation shall be deposited from time to time to the credit of IMERSA in such banks or trust companies as the Officers may approv

ARTICLE IX—INDEMNIFICATION

Section 1

The Corporation shall indemnify any Director, officer, employee, or other agent of the Corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in the proceeding (including a derivative action on behalf of the Corporation) to which that person was or is threatened to be made a party by reason of the fact that he/she was or is an agent of the Corporation, to the maximum extent possible under the law.

Section 2

The Corporation may advance to each Director, officer, employee or other agent the expenses incurred in defending any proceeding referred to in these Bylaws prior to the final disposition of such proceedings.

Section 3

The rights conferred on any person under these Bylaws shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the Articles of incorporation, or Bylaws, agreement, vote of shareholders or disinterested Officers or otherwise.

Section 4 -- Insurance

The Corporation may at the discretion of the officers of the corporation maintain insurance to the extent reasonably available, at its expense, to protect itself and any such Director, officer, employee or agent of this Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the law.

ARTICLE X—OTHER PROVISIONS

Section 1

These Bylaws may be amended or repealed by the approval of the Officers of the corporation, subject to any limitations of the Officers of the corporation’s power to do so that required the vote of the membership to amend or repeal a section of these Bylaws.

Section 2

Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between this Corporation and any other person, when signed by the President, or, as delegated to the Executive Director by the President, of this Corporation shall be valid and binding on this Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instrument may be signed by any other person or persons and in any manner from time to time as shall be determined by the Officers of the corporation, and, unless so authorized by the Officers of the corporation, no officer, employee or agent of the Corporation shall have any power or authority to bind this Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 3

The Officers of the corporation shall cause an Annual Report to be me made available to members and sent to all Officers by May 1st of the following year. The Annual Report shall be accompanied by any report of independent accountants or, if there is not such a report, by the certificate of an authorized officer of this Corporation that such statements were prepared without audit from this Corporation’s books and records. The Annual Report shall contain the following information, in appropriate detail, for the fiscal year:
A. The assets and liabilities, including the trust funds, of this Corporation at the end of the fiscal year.
B. The principal changes in assets and liabilities, including trust funds.
C. The revenue and/or receipts of this Corporation, both unrestricted and restricted to particular purposes.
D. Any information required by the Colorado Corporation Code.

Section 4

The corporation shall keep in written form a membership book containing the name, address, and class of each member. The book shall also reflect what memberships have terminated and the effective date of such termination. Such book shall be kept at the principal office of the Corporation and shall be subject to the right of inspection required by law and as set forth in these Bylaws.

ARTICLE XI

The rules contained in the current edition of Robert’s Rules of Order Newly Revised in principle, shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Society may adopt. The interpretation of the By-Laws and, if necessary, Robert’s Rules of Order, shall be the responsibility of the officers, and its decision shall be final.

ARTICLE XII

Dissolution: In the event of dissolution, the residual assets of the Corporation shall be turned over to an organization which is exempt from federal income tax under § 501 of the Federal Internal Revenue Code as amended from time to time, which organization appears most likely to carry out the purposes of IMERSA