Game Retailers Association Bylaws

Game Retailers Association Bylaws

Article I: Name

The name of this association shall be the Game Retailers Association.

Article II: Mission Statement

The Game Retailers Association (GRA) is a volunteer group of independent game retailers working to advocate for and curate sustainable, profitable and mutually beneficial business practices and programs for its members and supply chain partners. The GRA seeks to engage with industry partners on important issues, enhance the public image of game retailers through education and exchange of best practices and support local game communities.

Article II: Subsection 1
The “objective” of the association is best expressed by the most current version it’s Mission Statement, as voted on and approved by the membership. Adoption of new mission statement or alternation of the currently accepted one (other than basic edits to the statement for a more correct use of English for professional presentation) shall constitute a bylaws change and mandate a vote by the membership to pass to enact that change.

Article III: Membership Types

The GRA will host two classes of membership. These will be:

A: Full Voting Members:
Full voting membership is open to any business operating one or more physical storefronts currently engaged in the retail of non-electronic games in a commercially zoned location and can show a proper sales tax license (in all jurisdictions where sales tax licenses are required). A member shall be considered to have provisionary membership upon completion and submission of the new membership form. Full membership will be granted after the Membership Director has reviewed the application and confirmed the member qualifications for full voting membership status.

B: Associate Members:
An associate member shall be any retailer currently selling games but otherwise unable to qualify for full voting membership status, retailers considering expansion into the sales of games or persons interested in opening a game store in the future. Associate memberships are a non-voting class of membership.

Article IV: Association Structure

The GRA is a volunteer association of game retail professionals that have joined together to achieve and advance the stated mission of the association. This is achieved through cooperation governed by these bylaws and the membership agreement that each member agrees to when joining the association. The GRA itself is not a legal entity, holds no assets and claims no intellectual property. The association name is a trademark claimed jointly by all current members of the association. Use of the trademark, domain, intellectual properties and/or work product gathered on behalf members and donated to the association, is governed by these bylaws, the decisions of the GRA board of directors as empowered by these bylaws, and by the membership agreement itself. The association itself, purely as a vehicle for cooperation and collaboration between its members, and owning no legal structure, cannot own capital or physical assets, assume any fiscal responsibilities or agree to any purchase. Expenses born by any activity conducted on behalf of the association are to be paid by the member or members that agree to fund that activity. Any decision by the board of directors that may necessitate such an expense must be viewed as an unfunded mandate unable to be enacted until such time that members volunteer the necessary funds to make its execution possible.

Article IV, Subsection 1
In the event that the GRA board of directors and membership, as governed by these bylaws, should vote to amend the bylaws to allow the association to register for and adapt a legal corporate structure, then all intellectual properties held in joint ownership by the current membership, shall become the property of that legal structure. Such a legal structure, if it should be formed, shall be jointly and equally owned by all voting members of record at its formation, and its form must not impinge upon any operation of the GRA as governed by these bylaws. Formation of such an entity will necessitate voting for changes, at a minimum, to Articles IV and likely Article V of these bylaws, as well as changes to the membership agreement. It shall also require the assumption of fiscal responsibility, not currently governed in version 1.0 of these bylaws, including expansion of the duties of Membership Director and the creation of a Treasurer, Finance Director or similar position, beholding to the BOD and responsible for annual corporate filings.

Article V: Membership Dues

The GRA has no membership dues. Per Article IV, it may not collect or hold such assets until such a time that the BOD and membership vote for any and all necessary bylaw amendments to create a legal structure for the association to hold such assets.

Article VI: Membership Agreement

The GRA shall maintain a membership agreement that members must sign when joining the association. The membership agreement shall cover such things as the membership professional code of conduct, govern current membership’ joint ownership to association intellectual properties and the rules governing their use, and a member’s relinquishing of all claim to such properties upon resignation or expulsion from the membership. A member that signs up and assumes provisionary status shall not be considered to be a full voting membership until they have signed and submitted the membership agreement as well.

Article VI, Subsection 1
During the formation period of the GRA, any member that would otherwise qualify to be a full voting member, excepting for not having signed and submitted the membership agreement, shall be considered to have full voting rights until such time that the formation period has concluded. The formation period shall be considered to be concluded when the following conditions have been met. 1) The association name has been voted on, 2) The provisionary mission statement has been voted on, 3) The first set of operational bylaws have been voted on, 4) The provisionary membership has been agreed upon, 5) the first set of Board of Directors have been voted on and assumed their first term AND that BOD then ratifies the provisionary mission statement and membership agreements (or alternatives to those provisionary documents are voted on by the membership and ratified by the BOD). From the time these requirements are met, all provisionary full voting members shall have 30 days to sign and submit approved membership agreement or they will lose voting rights until provisionary status becomes converted to regular full voting status.

Article VII: Board of Directors (BOD)

The GRA shall have a total of (5) elected Board of Director seats. These positions will be filled by the vote of the membership. All Board of Directors shall serve a term or 1 year, excepting the member serving as the Chairperson of the Board, who shall serve one term as the Chairperson, then a second term as Chairperson Emeritus. To be elected, when the election period begins, a candidate must be nominated by no less than (2) voting members (a member may self-nominate) to be included on the ballot. Excepting for the first BOD, an election shall involve electing (4) new board members. Members do NOT campaign and run for a specific position, but rather simply for one of the four open seats. After being elected, the newly elected BOD shall have at least 30 days before assuming their seats, to discuss and work out among themselves, which role on the BOD they will serve. The outgoing Chairperson automatically serves as the Chairperson Emeritus. The designated areas of oversight that BOD positions include are:

Chairperson of the BOD
The Chairperson of the BOD serves as the active President of the GRA as well as Chairperson of the BOD. They will call BOD meetings into session. In the event of an absent BOD seat, or BOD member absent on a vote, in the event of a 2-2 tie, the Chairperson’s vote serves as the tie breaker. The Chairperson would have ultimate oversight over the appointment of volunteers to speak on behalf of and represent the association when engaging members of other tiers and/or the media.

Chairperson Emeritus
The Chairperson Emeritus serves as an extension of the previous BOD and is largely the position of experience to advise the newly incoming board and aid the transition from one board to the next. The Chairperson Emeritus serves as the association Vice President and holds the responsibility for organizing the annual BOD elections, plus any other special elections of membership wide votes that happen.

Records Chair
The Records chair is ultimately responsible for all records keeping of the association. They are to record the minutes of BOD meetings and make them available to the voting membership upon request. They are to serve as association librarian or oversee the person who shall. Keep all association records, sans the membership rolls, which may include but not be limited to white papers, position papers, surveys, polls, market research, membership aggregated data, archived correspondence with industry partners and more.

Membership Chair
The Membership Chair would have oversight over the Membership Director and the keeping of the membership rolls (should always be available to all voting members), plus oversee any association membership drives and/or efforts at representation and conventions or other professional gatherings.

Event Chair
The Event chair would oversee association efforts to arrange membership meetups, be they special meetups spearheaded in a region by a specific member, group meetup at convention, or media type events planned in conjunction with the Chairman and other BOD members.

Nominations for candidates for BOD positions shall commence February 1st and be concluded February 28th. Only full voting members may be nominated for and serve a BOD position. All nominated become candidates with elections to be held in June. The voting period must last a duration of no less than 7 days and no more than 10 days and be concluded by the end of June. The specific dates may be set by the current BOD and must be announced no later than April 15th. The newly elected BOD assumes their positions on the first day of August of that year.

Article VII: Subsection I
Vacancies in BOD positions will be filled as follows. A vacancy in the Chairperson position shall be filled by the Records Chair. Any other vacancy in the BOD, including the Records Chair should they assume the Chairperson position, shall be filled by the appointment of the other BOD members. Such a vacancy must be filled within 20 days of the position becoming vacant.

Article VII: Subsection II
Term limits. Each BOD may serve only 1 term before stepping down, excepting the Chairperson who will serve a consecutive term filling the role of Chairperson Emeritus before stepping down. A member who has served a term on the BOD may not serve again, without first having been off the BOD for at least one term.

Article VII: Subsection III
The work and contributions of the board of directors are conducted on a volunteer basis and are not compensated. Any expenses incurred in the conducting of BOD business is to be paid on a volunteer basis as well, though may be paid by any member or members of the association and is not, per se, the assumed responsibility of the BOD member or assigned volunteer that handling the business that incurs the expense.

Article VII: Subsection IV
The BOD must meet to discuss and handle association business at least once monthly. Meetings may be conducted in person, if possible, or online otherwise. BOD meetings are open to any voting members to be able to observe, and where appropriate, participate. The BOD shall adapt a free or low cost method of hosting such meetings, so as to not create a barrier for participation by the membership. Meeting dates and times must be published to the membership no less than 7 days prior to its start time. During a BOD meeting, the BOD must provide for membership commentary on any motion officially on the agenda, but membership commentary must be kept brief and the BOD may, if necessary, remove a member’s access to a meeting if by a super majority vote of the BOD (at least 66% of BOD members attending) the BOD deems that member to be acting in a disruptive manner and is preventing other members from being heard or stalling the reasonable progress of the meeting.

Article VII: Subsection V
Quorum. A BOD meeting shall be considered to have a quorum if at least 3 BOD members are present and able to vote at a meeting.

Article VII: Subsection VI
The first elected board of directors. The first 5 members of the BOD to be elected by the membership on formation of the association shall serve a term of not less than 1 year. This means, depending on the date that BOD elections are finalized and the results made official, this newly elected BOD will serve from that date through what would be the traditional election period (where no elections will happen) and until the following year where the annual elections will transpire as governed by these bylaws. The elections of the very first BOD shall consist of 5 open BOD positions instead of the traditional 4, and once elected, the BOD members will discuss among them and appoint from their ranks persons to each of the 5 BOD positions, including the role of the Chairperson Emeritus. This first BOD will have no existing BOD fulfilling their duties at the close of the election, so once the election is concluded with results posted, the newly elected BOD shall within 1 week, announce to the membership who will fill each of the 5 BOD roles and assume their term on the BOD immediately thereafter.

Article VIII: Officers

In addition to the board of directors, the association shall appoint a number of officers to help conduct the business and operations of the association. Like the board of director positions, any officers shall be subject to the same terms as bod members per Article VII: Subsection III. The officers of the association are appointed by the board of directors and are there to assist the BOD in their assigned duties. The association officer positions shall be:

Membership Director:
This person assist the Membership Chairman in the tasks of keeping the membership rolls and organizing promotions and efforts to expand the membership.

Benefits Director:
This officer would work with both the Membership Chair and Chairperson of the BOD to coordinate, track and keep organized all membership benefits the association offers to it members, or that 3rd party businesses or entities offer to qualified members of the association. They will work under the guidance of the Chairperson of the BOD to seek additional benefits that can be offered to the membership. They must maintain the records of all offered benefits and how those benefits are offered to, and how members of the association qualify for said benefits.

Director Records:
This officer will work under the Records Chair in the maintenance and safe keeping of all association records, data, etc. They will assist all members with access to said records, be they publicly available through the association website, privately available through the same, or disbursed only upon request by a qualified member.

Communication Director:
This officer will oversee the information technology that empowers the association members to communicate with each other and to coordinate the business of the association. This may include but not be limited to server hosting and the association website, e-mail list functionality, Facebook groups and other communication vehicles.

Meetings Director:
From the initial conception of this association, the membership recognizes the importance of sharing business experience between GRA members as a means to enhance operational knowledge and educational opportunities so members will have access to best practices, good vendors and other vital information to better their respective businesses. A key approach to meeting this objective is for GRA members to be able to meet together, tour other GRA member businesses, and conference together for presentations and discussions on varying aspects of the business of games retailing. The Meetings Director, under the BOD, shall help to assist members from different geographical regions in the effort to plan and host such events, seeking for each event to offer the maximum opportunity for attending members to learn from industry piers and network with both piers and other industry segments.

Article IX: Motions

Any voting member of the GRA may petition the BOD with a motion, to address any issue. Motions may be of any nature, be they the suggestion to pursue information gathering on a new idea, benefit, or means to engage with industry partners, or the addressing of some aspect of GRA operations or a direct rebuttal or motion to oppose some decision passed by the BOD. Any motion presented to the BOD and the voting membership, which gets backed by at least 4 additional voting members, is an issue that the BOD must present to the voting membership for discussion and then be voted on by the BOD at the next available BOD meeting. A vote on a duly backed motion may be tabled for no more than one BOD meeting, if for the express purpose of providing more time for the membership at large to actively discuss the issue.

Article X: Recalls

The membership at large, may, with enough support, petition the BOD to host a recall vote on any sitting member of the BOD, or GRA officer appointed by the BOD. For a recall vote to be forced, a petition for the recall must be signed by no less than 20% of the voting membership. The recall vote must begin no later than 45 days after the petition has been signed and submitted to the BOD and like BOD elections, members shall have a period of between 7 and 10 days for which to present their vote. A recall vote will be successful with 75% of the voting memberships (that cast a vote) voting in favor of the recall. If a recall vote is successful, if the recall is for a BOD seat, that BOD member will step down immediately and the remaining BOD will fill that positon through the usual process for filling a vacant seat, with the obvious restriction that it may not be filled by the BOD member that was recalled. If a recall vote is for an association officer, then the BOD must dismiss that officer from serving any officer role until such time that a new BOD term begins, and they must replace that officer with another chosen appointee.

Article XI: Amendments

Any amendment to the GRA bylaws may only happen after a vote by the voting membership. An petition to change an amendment may happen if 1) 4 out of 5 BOD members vote for such at any scheduled BOD meeting or 2) If 40% or more of the voting membership signs and submits such a petition to the BOD. Like a recall vote, such a petition must lead to a vote on the petition no later than 45 days and that voting period will be within the 7 to 10 day allotted duration. An amendment to the GRA bylaws shall pass if 80% or more of the voting members (that cast a vote) vote in favor of the amendment.

Article XI: Subsection I
No amendment may be changed if a change to that amendment would cause any aspect of GRA operations to be conducted in an illegal fashion. All GRA operations, procedures and bylaws must always be in 100% compliance of the law.

Article XI: Subsection II
If a petition to an amendment calls for the amendment to change in such a way as to contradict, disrupt or render void any other amendment of the association, then the petition must call for a change to all effected bylaws as well. The petition must include the newly written bylaws text that will replace the existing bylaws (or relevant article or article subsection) should the vote on the bylaws change be successful. If any change to the bylaws would necessitate a change to the membership agreement, then the petition must also include the amended text to the membership agreement that will also go into effect if the vote is successful.

Article XI: Subsection III
New Bylaws. If a petition is for the creation of a new bylaw, if that bylaw may be enacted without cause to change any existing bylaws, then a vote on the text of that bylaw may occur without need to alter any existing bylaws. If, however, the proposed new bylaws would force any change to any existing bylaws or the membership agreement, then it must include all the relevant text to the affected sections per Article XI: Subsection II. For a new bylaw to be introduced, it shall follow the same petition and voting process an amendment to an existing bylaw must follow.

Article XII: Anti-Trust Laws

While it is obvious that any professional association must not break any laws in the conducting of its business, in years and decades past, when assorted GRA members sought to found earlier incarnations of the GRA, they encountered concerns regarding the intent of their would-be association, with expressed fears of the association taking actions that could venture into anti-trust territory. We, the framers of the GRA, will express in our bylaws that the association shall never endorse or campaign for any boycott of any good nor seek to fix any price between its members or engage in any practice that our collaborative nature could engage in which might be illegal. What the GRA will campaign for is equal access to goods, equal opportunity to qualify for select terms, equal enforcement of manufacturer published street dates and other programs and the manufacturers and distributors who engage in the sale of games to GRA members do so on sustainable industry terms. The GRA may publish to its members its efforts at engaging with industry partners on these issues and promote those businesses that provide GRA members the business partnerships they need to flourish while educating GRA members on alternate brands or sources for goods when their businesses are confronted by unhealthy business terms and practices by their vendors and suppliers.

Article XIII: Dissolution

The GRA may be terminated by a vote of the full voting membership. This vote would be conducted as a vote to amend the association bylaws. As such, for a vote of this nature to happen, it must first come from a petition for a bylaws amendment, followed by a vote to approve said amendment. An amendment to effectively dissolve the GRA as an association would carry different paths towards that aim, depending on the legal structure of the GRA at the time of such an amendment. In the case of a successful vote to amend the GRA bylaws in such a manner that it no longer exists, if the GRA has retained no corporate legal structure, then it will have no assets except intellectual ones and those are to have copies distributed to all members of record at the time of such a vote passing, where the member has requested them. The association shall officially terminate its existence 30 days after the vote passing, so its officers may fulfill these terms. In the case of intellectual property such as trademarks or copyright, no member shall attempt to claim ownership of such for a period of no less than 5 years after the official date of dissolution.

If, at any time, the bylaws of the GRA are changed in such a manner that the association adopts a legal structural change to a corporate governance, then this article must also be amended to provide additional specific details on how GRA real assets and debts are to be disposed of. But in all cases, in this event, upon a successful vote for dissolution, the BOD will be required to oversee the liquidation of all GRA physical assets and apply those proceeds first and foremost to repay any debts, then prepay the necessary persons for the preparation of and filing of that which will legally terminate the corporation, then lastly, evenly distribute any remaining proceeds from the liquidation to the voting membership. In the case of intellectual properties, they shall be freely distributed to all members per the paragraph above with the same 5 year term against any member attempting to lay claim to any of those intellectual properties.