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Articles of Association of Geek Kon, Inc.

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Geek Kon, Inc.

Articles of Association of Geek Kon, Inc.

ARTICLE I

NAME

The name of the organization shall be Geek Kon, Inc.

ARTICLE II

OBJECTIVE

Geek Kon, Inc. exists for an educational purpose and strives to provide an engaging, safe environment for the exchange of ideas regarding multimedia entertainment culture.

ARTICLE III

SCOPE

Section 1 - Geek Kon, Inc. will engage in the following activities: holding at minimum a yearly convention, attending other conventions which promote the multimedia entertainment culture, and educating the public on the literary and cultural value of the multimedia entertainment culture.

Section 2 - Geek Kon, Inc. shall be a non-profit, non-sectarian, non-partisan, non-political and nonstock organization.

ARTICLE IV

OFFICERS

Section 1 - The Officers of Geek Kon, Inc. will consist of Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Technical Officer, and Chief Executive Assistant.

Section 2 - Qualification for Officers:

(A) An Officer must be a member of Geek Kon, Inc. and have attended a minimum of twelve (12) consecutive meetings in a six (6) month period.

(B) Must have been a member prior to the current convention year.

(C) Must have a minimum of one (1) year experience in said Officer's position.

(D) No Officer shall hold more than one (1) Officer Position at a time.

(E) Must be able to attend a minimum of two (2) executive board meetings and one (1) full meeting every month.

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Amendments

(A-1) An Officer must have attended a minimum of twelve (12) consecutive meetings in a six (6) month period.

(B-1) Must have been a Department Head, Staff Member, or Volunteer prior to the current convention year.

Section 3 - Officer Terms

(A) An Officer will hold their position for five (5) years or until such time as they choose to step down from their position or are removed by the remaining Officers.

(B) Department Heads have no vote on Officer Positions.

Section 4 - Officer Responsibilities

(A) Officers must perform official responsibilities.

(B) May perform tasks not outlined in the Articles of Association.

(C) Will attend the necessary meetings as outlined in Article 4 Section 2.

(D) Must attend Geek Kon, Inc.'s yearly convention.

(E) All Officers will act as legal representatives for the convention and maintain professionalism at all meetings and at all times.

(F) May sign official documents as a representative of the convention.

(G) Will appoint Special Committee when needed.

(H) May call a vote to relieve a Department Head of his or her responsibilities to the convention.

(I) Officers may call an emergency Officer's meeting, without Department Heads, to elect an outside sixth member into the officer's group that has the same power as all officers combined, but cannot make a decision that is harmful to the company and is legally responsible for their decisions. This term is no longer than five (5) months and no shorter than one (1) month. One (1) person may be elected multiple times.

1) The title of this sixth member shall be President Elect

(J) Officers are not allowed to benefit personally or financially from Geek Kon, Inc.

(K) The individual responsibilities of officers are as follows:

1) Chief Executive Officer (CEO)

a.) Will coordinate the work of the Officers and the Department Heads to facilitate activities.

b.) Will maintain the professional image of the company.

c.) Will maintain that all Officers and Department Heads are performing responsibilities and tasks that are required of them.

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d.) They are the primary Officer that signs financial documentation that affects the entire company (loans, credit cards, establishment of bank accounts, etc.).

e.) They are primary Officer that signs any document that requires only one (1) signature.

f.) In the event of a tie, they are the deciding vote.

g.) Is the only Officer that can call a meeting that is arranged by the Department Heads or Staff unless it is in regard to their own removal in which case the meeting shall be arranged by the COO.

h.) The CEO will moderate meetings.

2) Chief Financial Officer (CFO)

a.) May sign official documents as a representative of Geek Kon, Inc if a second signature is necessary.

b.) Will handle all financial transactions with CEO approval.

c.) Will give a financial report of the collections and expenditures at each applicable meeting.

d.) Will provide a year-to-date report at each meeting upon request.

e.) Will maintain records of receipts, disbursements, and other pertinent financial information for no less than ten (10) years.

f.) Must approve all funds, budgets, and expenditures by officers.

g.) Will provide the Form 990 at the end of the year to the IRS.

h.) Will make all necessary financial information available online as required by law.

3) Chief Technology Officer (CTO)

a.) Identify, exploit, and integrate new technologies into the convention and company.

b.) Leverage technologies across departments.

c.) Drive the business strategy for technologies.

d.) Use technologies to drive revenues.

e.) Reduce costs in technologies.

f.) Establish relationships with technology companies.

g.) Enhance communications and collaborations by use of technology.

h.) Build out and leverage of existing IT infrastructure.

4) Chief Operating Officer (COO)

a.) Will oversee execution of Department Head's responsibilities.

b.) Will oversee execution of budget.

c.) Will oversee morale and performance of all Officers, Department Heads and Staff.

d.) Will ensure execution of projects to completion.

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e.) Maintaining and monitoring staffing, Knowledge-Skills-Attributes (KSA), expectations and motivation to fulfill organizational requirements

f.) Will ensure time frames, as outlined in the AoA are met by each Department Head and are met efficiently and productively.

5) Chief Executive Assistant

a.) Will assist any existing Officer with the performance of their responsibilities.

b.) Will record all meetings and provide a written summation, both physical and digital.

c.) Will maintain company mailbox and will be responsible for distribution of mail to proper officers. d.) Will execute tasks provided by all other Officers.

e.) Will collect and retain all files provided by Officers and organize them.

f.) Will present all necessary documents to the public as required by law.

Amendments

(K-1i.1) Will establish and maintain communication with the location at which the yearly convention is held.

(K-1j.1) Will schedule all meetings pertaining to convention business.

(K-1k.1) Will turn over all necessary financial documentation to CFO.

(K-1l.1) Will turn over all necessary contract documentation to CEA.

ARTICLE V

DEPARTMENT HEADS

Section 1 – Department Heads will consist of Artist/Vendor Relations, Costuming, Equipment, Events, Guest Relations, Public Relations, Security, Tabletop Gaming, Viewings, Video Gaming, Website, and Workforce.

Section 2 – Voting and Elections

(A) Department Heads are elected no more than a month after, if necessary, following the yearly convention.

(B) Department Heads will be elected for no less than two (2) years.

(C) Department Heads are elected by previous/existing Department Heads with final approval/unanimous decision by the Officers.

1.) In the event of a tie, final decision of new Department Head would be made solely by the majority Officers.

(D) Department Heads must have worked in the direct department elected for, for at least one (1) convention year.

(E) Department Heads are required to physically attend one (1) meeting a month.

Amendments

(C-1) Department Heads are elected by previous/existing Department Heads with final approval/majority decision by the Officers.

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(D-1) Department Heads must have worked in the direct department elected for, for at least one (1) convention year or possess applicable experience in a similar field.

(E-1) If Department Head lives more than sixty-five (65) miles from the meeting space, they must attend three (3) consecutive phone meetings with no more than one (1) missed out of four (4). They must still attend one (1) meeting physically before the yearly convention.

Section 3 – Department Head Responsibilities

(A) Artist/Vendor Relations

1.) Maintain communications with Artists and Vendors both previous and potential.

2.) Maintain a database of past Artists and Vendors with all contact and previous costs for no less than ten (10) years.

3.) Maintain layout and order during convention.

4.) Provide a layout of the artist and vendor room no later than three (3) months before yearly convention to the Officers and Artists and Vendors.

5.) Send out rejection and acceptance letters no later four (4) months before yearly convention.

6.) Accept payments from artists and vendors no later than four (4) months before yearly convention.

7.) Maintain security for the artist and vendor room.

(B) Equipment

1.) Find, maintain, setup, and supervise operation of all equipment.

2.) Maintain an extensive inventory of all equipment.

(C) Events

1.) Schedule all panels and events and work with other department heads.

2.) Devise and plan a master schedule.

3.) Master schedule is to be completed no later than three (3) months before yearly convention. Changes to master schedule can be made up to one (1) month before yearly convention without extreme circumstances.

4.) Maintain a database of previous panels and attendance at said panels for a minimum of ten (10) years.

5.) Send out acceptance and rejection letters for panels no later than four (4) months before yearly convention.

6.) Research popular topics and tailor a reasonable number of panels to the current trends.

7.) Maintain accurate door forms and online forms for events.

(D) Guest Relations

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1.) Contact and communicate with guests and potential guests.

2.) Maintain a database of current and previous guests contact information and cost of appearance for a minimum of ten (10) years.

3.) Must maintain the company's image in front of guests at all times (no drinking, extensive profanity, smoking, or anything that may harm or damage the convention's image. IE - professionalism).

4.) Must schedule no less than five (5) special guests and one (1) premier guest per convention year.

5.) Must have contracts signed no later than three (3) months and one (1) week before yearly convention.

6.) Must purchase airline tickets no later than two (2) months before yearly convention.

7.) Must contact and schedule no less than three (3) bands per convention year.

8.) Must maintain an extensive expense sheet for all cash that is used, and submit to the CFO.

9.) Riders for bands and guests, if applicable, must be approved by officers no later than two (2) months before yearly convention, and submitted to the CEA for filing.

10.) Must confirm and maintain guest liaisons are performing duties that are required of them (Maintaining professionalism as written in Article V Section 3 Letter D Number 3).

(E) Public Relations

1.) Utilizes the registration system to facilitate the registration of attendees.

2.) Maintain a database of con attendees for a minimum of ten (10) years.

3.) Design and produce printed materials for the yearly convention.

4.) Provide real time access to the registration data base to any department that uses a check in/out system.

5.) Devise promotions, handle press, and research and analyzes attendee opinions and trends.

6.) Registration will remain open for the full length of the convention.

7.) Will maintain and update all social media pertaining to Geek Kon, Inc.

(F) Security

1.) Devise and execute a means of maintaining order and safety at the yearly convention.

2.) Maintain list of Staff that is working Security as well as a time in and out sheet.

3.) Must check in every fifteen (15) minutes and maintain a list of check ins.

4.) Maintain two (2) Security Staff at all choke points at all times.

5.) Maintain a database of all incidents that occur during convention hours.

(G) Tabletop

1.) Organize and maintain a schedule for the tabletop room and staff.

2.) Contact and maintain communication with related game companies.

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3.) Maintain an inventory of all board games and card games.

(H) Viewings

1.) Organize and maintain a schedule for the viewings room and Staff.

2.) Maintain an inventory of all viewings related equipment and supplies.

(I) Video Game

1.) Organize and maintain a schedule for the video game room and Staff.

2.) Maintain an extensive inventory of all consoles, games, controllers, and general equipment.

(J) Website

1.) Maintain an extensive database of all back-end code of the website for a minimum of ten (10) years.

2.) Maintain updates on the site weekly.

3.) Maintain the sponsor page.

4.) Do any requested changes to the website requested by the Officers within two (2) weeks of the request.

5.) Maintain all email addresses and password reset requests.

6.) Maintain a data base of any requested resets for a minimum of ten (10) years.

7.) Maintain renewal of website and any entities required for renewal.

8.) Must have at least a certification in html, php, or .net.

(K) Workforce

1.) Coordinates Volunteers and Staff.

2.) Establish and maintain database of all contact information for all Volunteers and Staff for a minimum of ten

(10) years.

3.) Must create Staff and Volunteer schedules no less than three (3) weeks prior to yearly convention.

Amendments

(L) Costuming

1.) Organize the annual Masquerade and all costuming-related events.

2.) Ensure fairness and impartiality in all costume-related competitions.

3.) Ensure a quality event for both contestants and audience members.

4.) Will craft and maintain a photo shoot schedule for the yearly convention.

(B-3.1) Must coordinate with the CFO to fulfill any equipment requests from their department or from any other department required to coordinate with equipment.

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(C-2.1) Devise and organize a master schedule of all events, coordinating their events along with Guest Relations, Video Gaming, Tabletop, and Viewings.

(D-6.1) Must coordinate with the CFO to purchase airline tickets no later than two (2) months before the yearly convention.

(F-2.1) Maintain a List and Schedule of Staff that is working security as well as a Time In and Out Sheet.

(F-3.1) Must radio check-in every fifteen (15) minutes and maintain a list of radio check-ins.

(G-4.1) Responsible for acquisition of all necessary Tabletop materials and supplies following procedures as outlines in Article VIII.

(H-3.1) Will contact relevant entertainment companies to acquire proper permissions for the rights to show the company's licensed materials.

(H-4.1) Responsible for acquisition of all necessary Viewings materials and supplies following procedures as outlines in Article VIII.

(H-5.1) Must coordinate with the Equipment Department for maintenance and acquisition of all necessary viewings equipment.

(I-3.1) Responsible for acquisition of all necessary Video Game Room materials and supplies following procedures as outlines in Article VIII.

(J-4.1) Perform any emailed, texted or verbally requested changes to the website requested by the Officers within two

(2) weeks of the request.

ARTICLE VI

STAFF MEMBERSHIP

Section 1 – Staff Members will be any person who is elected into a position of Staff.

Section 2 – Staff Member Requirements.

(A) All Staff Members are required to attend a minimum of ten (10) open public meetings in one (1) convention year.

1.) The ten (10) meetings it is not required for the Staff Member to be physically present.

(B) Must be nominated by Department Heads with final approval by the Officers.

(C) Must be elected by the Department Heads in the one (1) year general election or mid-year election.

(D) Must be over eighteen (18) years of age.

(E) Must perform responsibilities as assigned by Department Heads.

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(F) Staff Members will maintain an air of professionalism during all meetings, at the yearly convention, and company related events. Failure to do so will result in revocation of their Staff position and badge.

Amendments (A-1) All Staff Members are required to attend one (1) meeting per month.

(A-1.1) Staff members are not required to be physically present for the required meetings.

(C-1) May be elected by the Department Heads during a meeting followed by the approval beforehand of the Officers.

ARTICLE VII

VOLUNTEERS

Section 1 – Volunteers will be any person who volunteers eight (8) or more consecutive hours during the convention.

Section 2 – Volunteer Responsibilities

(A) Volunteers will be required to purchase their badges and will be refunded by the CFO after they have worked the requisite number of hours.

(B) Must be over eighteen (18) years of age.

(C) Must perform responsibilities as assigned by Department Heads.

(D) Volunteers must be confirmed no later than one (1) week before the convention.

(E) Volunteers will maintain an air of professionalism during the entirety of the convention. Failure to do so will result in the revocation of their badge and will prevent them from Volunteering or Staffing in future years.

ARTICLE VIII

PURCHASING POLICIES

Section 1 - Geek Kon, Inc. funds will not be used for any items, programs or events that do not benefit the Company or the attendees it serves.

Section 2 - Requests for purchases outside the budget given by the CFO must be submitted to the Officers for discussion or approval at an Officer Meeting.

Section 3 – All purchasing must be approved and completed by the end of the fiscal year.

Section 4 - Accounting Procedures

(A) Reimbursement Guidelines

1.) Reimbursements for all expenses will be made only after the purchase has been approved by the CFO prior to the purchase being made.

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2.) Reimbursements for all approved expenses will only be made after receipts for expenditures have been documented and filed by the CFO within a net thirty.

3.) Reimbursement requests made without proper documentation will not be processed.

Amendments

(A-2.1) Reimbursements for all approved expenses will only be made after itemized receipts for expenditures have been documented and filed by the CFO within a net thirty (30).

ARTICLE IX

CODE OF CONDUCT

Section 1 – This section outlines the separate code of conducts for Officers, Department Heads, Staff, and Volunteers.

Section 2 – Officer's Code of Conduct

(A) Officers will maintain professionalism regardless of circumstances presented to them.

(B) Officers will respond to written, verbal, and in person communication within twenty-four (24) hours of receiving said missive.

(C) Officers shall not publicly criticize the operations or personnel of Geek Kon, Inc if such criticism undermines the discipline, morale, or general efficiency of Geek Kon, Inc or its Officers.

(D) There will be a zero-tolerance policy for imbibing of alcohol before meetings, during meetings, or at the convention. (E) Officers will be committed to performing responsibilities to Geek Kon, Inc with the highest degree of honesty, integrity, and respect.

(F) Officers will observe common sense when engaging in relevant or necessary responsibilities.

(G) Officers will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, or religious beliefs or practices.

(H) Officers are responsible for the proper performance of any and all responsibilities assigned to them.

(I) Officers will not engage in any conduct that is potentially harmful to the reputation or image of Geek Kon, Inc. (J) Any Officer present and observing another Officer, Department Head, Staff, or Volunteer using conduct unbecoming of an Officer, Department Head, Staff, or Volunteer outlined under the Code of Conduct and the AoA, has a legal obligation to intercede and report to the other Officers and legal authorities if necessary.

(K) Officers caught embezzling, mismanaging, or otherwise using funds outside of approval of the Officers will be prosecuted to the fullest extent of the law.

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Amendments

(G-1) Officers will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

Section 3 – Department Head Code of Conduct

(A) Department Heads will maintain professionalism regardless of circumstances presented to them.

(B) Department Heads will respond to written, verbal, and in person communication within twenty-four (24) hours of receiving said missive.

(C) Department Heads shall not publicly criticize the operations or personnel of Geek Kon, Inc if such criticism undermines the discipline, morale, or general efficiency of Geek Kon, Inc or its Officers.

(D) There will be a zero-tolerance policy for imbibing of alcohol before meetings, during meetings, or at the convention. (E) Department Heads will be committed to performing responsibilities to Geek Kon, Inc with the highest degree of honesty, integrity, and respect.

(F) Department Heads will observe common sense when engaging in relevant or necessary responsibilities.

(G) Department Heads will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, or religious beliefs or practices.

(H) Department Heads are responsible for the proper performance of any and all responsibilities assigned to them by Officers and outlined in the AoA.

(I) Department Heads will not engage in any conduct that is potentially harmful to the reputation or image of Geek Kon, Inc.

(J) Any department head present and observing an Officer, another Department Head, Staff, or Volunteer using conduct unbecoming of an Officer, Department Head, Staff, or Volunteer outlined under the Code of Conduct and the AoA, has a legal obligation to intercede and report to the other Officers and legal authorities if necessary.

(K) Department Heads will respect the administration of the Officers in accordance with these Articles of Association.

(L) Department Heads will refrain from excessive micro-management of Staff and Volunteers assigned to them.

(M)Department Heads refrain from micro-management of Staff and Volunteers in Departments other than their own.

Amendment

(G-1) Department Heads will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

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Section 4 – Staff Code of Conduct

(A) Staff will maintain professionalism regardless of circumstances presented to them.

(B) Staff shall not publicly criticize the operations or personnel of Geek Kon, Inc if such criticism undermines the discipline, morale, or general efficiency of Geek Kon, Inc or its Officers.

(C)There will be a zero-tolerance policy for imbibing of alcohol before meetings, during meetings, or at the convention. (D) Staff will be committed to performing responsibilities to Geek Kon, Inc with the highest degree of honesty, integrity, and respect.

(E) Staff will observe common sense when engaging in relevant or necessary responsibilities.

(F) Staff will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, or religious beliefs or practices. (G) Staff are responsible for the proper performance of any and all responsibilities assigned to them by Department Heads or Officers.

(H) Staff will not engage in any conduct that is potentially harmful to the reputation or image of Geek Kon, Inc.

(I) Any Staff present and observing an Officer, Department Head, another Staff, or Volunteer using conduct unbecoming of an Officer, Department Head, Staff, or Volunteer outlined under the Code of Conduct and the AoA, has a legal obligation to intercede and report to the other Officers and legal authorities if necessary.

(J) Staff will respect the administration of the Officers in accordance with these Articles of Association.

Amendment

(F-1) Staff will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

Section 5 – Volunteer Code of Conduct

(A) Volunteers will maintain professionalism regardless of circumstances presented to them.

(B) Volunteers shall not publicly criticize the operations or personnel of Geek Kon, Inc if such criticism undermines the discipline, morale, or general efficiency of Geek Kon, Inc or its Officers.

(C) There will be a zero-tolerance policy for imbibing of alcohol before meetings, during meetings, or at the convention. (D) Volunteers will be committed to performing responsibilities to Geek Kon, Inc with the highest degree of honesty, integrity, and respect.

(E) Volunteers will observe common sense when engaging in relevant or necessary responsibilities.

(F) Volunteers will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, or religious beliefs or practices.

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(G) Volunteers are responsible for the proper performance of any and all responsibilities assigned to them by Staff, Department Heads, or Officers.

(H) Volunteers will not engage in any conduct that is potentially harmful to the reputation or image of Geek Kon, Inc. (I) Any Volunteer present and observing an Officer, Department Head, Staff, or another Volunteer using conduct unbecoming of an Officer, Department Head, Staff, or Volunteer outlined under the Code of Conduct and the AoA, has a legal obligation to intercede and report to the other Officers and legal authorities if necessary.

(J) Volunteers will respect the administration of the Officers in accordance with these Articles of Association.

Amendment

(F-1) Volunteers will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

ARTICLE X

MEETINGS

Section 1 – There will be no less than four (4) meetings per month. Two (2) of these will be officer only. One (1) meeting will be Officer and Department Heads only. One (1) meeting will be open to the general public.

Section 2 – Additional meetings may be requested by any Officer or Department Head, but must be approved by a majority of the officers.

Section 3 – The agenda will be set and posted by the Officers no less than three (3) days prior to the meeting.

Section 4 – Physical attendance is mandatory for no less than one (1) meeting a month to maintain eligibility for positions.

Amendments

(4-1) Attendance is mandatory per position as outlined for Officers in Article IV, Section 2, for Department Heads in Article V Section 2, and for Staff in Article VI, Section 2.

Section 5 - Meeting Etiquette

(A) Arrive to the location of the business meeting at least fifteen (15) minutes early. This allows you to find a seat and get situated before the meeting starts.

(B) Each participant should come to the meeting with all the materials and data they will need and an understanding of the meeting topic.

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(C) Keep the meeting organized by only speaking when you have the floor. Ask questions during the designated question period, and raise your hand to be recognized by the CEO as having the floor. Do not interrupt someone while they are speaking or asking a question.

(D) You may find that many of the questions you have about a topic are answered by the content of the meeting. Listen attentively to the meeting and take notes.

(E) Only three (3) electronics will be allowed out on the table: The computer maintaining the online presence of the meeting, a computer for note taking and a device to record the meeting. All other cell phones computers, electronics, or other more mundane distractions, are not to be out at the meeting.

(F) Do not bring unannounced guests to a meeting. If you have someone you would like to bring to a meeting, then contact the CEO for permission to bring your guest. If permission is not granted, then do not bring them.

(G) Food must be eaten before or after the meeting, no food will be allowed during meeting. Only non-alcoholic drinks will be allowed.

(H) Maintain Professionalism throughout the meeting.

ARTICLE XI

ELECTIONS

Section 1 – Officer Elections

(A) Elections will be held every five (5) years or held at such a time as when an Officer resigns, is removed, or is incapable of performing their responsibilities due to medical reasons or deemed unfit by Officer majority.

(B) Officers are only voted upon by other Officers.

1.) In the event of a tie, a majority vote is required by a majority of all available Department Heads and Staff in a new meeting.

2.) Conduct for the majority vote meeting to determine tie-breaker.

a.) An odd number of voters are mandatory.

b.) If an even number of voters is present, group must choose to remove one voter from the election by drawing a black stone.

c.) The vote will be majority vote due to odd number.

(C) Any new Officer candidate must adhere to Officer requirements outlined in Article IV Section 2.

Section 2 – Department Head Elections

(A) Elections will be held every two (2) years or held at such a time when a Department Head resigns, is removed, is incapable of performing their responsibilities due to medical illness, or are deemed unfit by Officer majority.

(B) Department Heads will be voted on following the guidelines of Article V Section 2.

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Section 3 – Staff Elections

(A) Elections will be held every three (3) months or held at such a time when Staff is removed, is incapable of performing their responsibilities due to medical illness, are deemed unfit by Officer majority, or in the event of a Department Head requiring additional Staff to complete tasks or projects.

(B) Any new Staff must adhere to the Staff requirements as outlined in Article VI Section 2.

Amendments

(A-1) Elections may be held once a month as outlined in Article VI Section 2 or held at such a time when Staff is removed, is incapable of performing their responsibilities due to medical illness, are deemed unfit by Officer majority, or in the event of a Department Head requiring additional Staff to complete tasks or projects.

ARTICLE XII

REMOVAL AND RESIGNATION

Section 1 - Grounds for removal:

(A) Conflict of interest as outlined by Article XIII.

(B) Failure to comply with the Code of Conduct outlined in Article VIII.

(C) Anything covered by the local, state and federal penal codes.

(D) Failure to comply with the Geek Kon, Inc confidentiality agreement.

(E) Undermining authority of Officers or Department Heads of Geek Kon, Inc.

(F) Deliberate destruction or theft of Geek Kon, Inc. property.

(G) Failure to perform assigned responsibilities as outlined in Articles IV V and VI or requested by Officers.

(H) Failure to report any violation outlined in these Articles of Association.

Section 2 - Removal Procedures for Officers

(A) Remaining Officers will hold an emergency Officers meeting within twenty-four (24) hours of being presented with reasons for removal.

(B) Removal of Officer in question must be approved by a majority vote of the remaining Officers

1.) In the event of a tie, Department Heads will be called in for a second meeting and granted one (1) majority vote in the proceedings.

(D) The Officer in question is required to be informed by the highest Officer in position who is not in question of removal.

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(E) The removed Officer is required to turn over all documentation, equipment, and other resources owned or operated by Geek Kon, Inc within twenty-four (24) hours of removal. Failure to comply may result in the Officer being prosecuted to the full extent of the law.

(F) Officers who have been removed will not be eligible for future positions of any kind with Geek Kon, Inc.

(G) Any Officer who has been removed will not be granted access to any convention or event held by Geek Kon, Inc. (H) Election procedures as outlined in Article X Section 1 will take place no less than twelve (12) hours and no more than seventy-two (72) hours after removal.

Section 3 – Removal Procedures for Department Heads

(A) Department Heads, or Officers, may request an emergency meeting of the Officers, or other Department Heads as necessary, within twenty-four (24) hours of being presented with reasons for removal.

(B) Removal will only take place on a majority vote by Officers or if legally required.

(C) Officers may issue one (1) written warning to the Department Head for any violation outlined in these articles that does not require legal action or immediate removal.

(D) Department Head in question must be notified for the removal procedures within twenty-four (24) hours.

(E) Department Head is required to turn over all documentation, equipment, and other resources owned or operated by Geek Kon, Inc within twenty-four (24) hours of removal notification. Failure to comply may result in the Department Head being prosecuted to the full extent of the law.

(F) Any Department Head who has been removed will not be eligible for future positions of any kind with Geek Kon, Inc. (G) Any Department Head who has been removed will not be granted access to any convention or event held by Geek Kon, Inc.

(H) Election procedures as outlined in Article X Section 1 will take place no less than twelve (12) hours and no more than seventy-two (72) hours after removal.

Section 4 – Removal Procedures for Staff

(A) Staff Members or Department Heads may request an emergency meeting of the Department Heads, with final approval by at least one (1) Officer within twenty-four (24) hours of being presented with reasons for removal.

(B) Removal will take place on a majority vote by Department Heads with final approval by Officers

(C) Department Heads, with final approval by officers, may issue one (1) written warning to the Staff Member in question for any violation outlined in these Articles that does not require legal action or immediate removal.

(D) Staff member in question must be notified for the removal procedures within twenty-four (24) hours.

(E) Staff member in question is required to turn over all documentation, equipment, and other resources owned or operated by Geek Kon, Inc within twenty-four (24) hours of removal notification. Failure to comply may result in the Staff member being prosecuted to the full extent of the law.

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(F) Any Staff member who has been removed will not be eligible for future positions of any kind with Geek Kon, Inc. (G) Any Staff Member who has been removed will not be granted access to any convention or event held by Geek Kon,

Inc.

Section 5 – Removal Procedures for Volunteers

(A) Volunteer will be immediately removed from their position upon violation of the Code of Conduct as outlined in Article VIII Section 5 by any Department Head or Officer.

1) Any staff member who witnesses any violation by a Volunteer is required to immediately notify an Officer or Department Head.

(B) Volunteer in question is required to turn over all documentation, equipment, and other resources owned or operated by Geek Kon, Inc within twenty-four (24) hours of removal notification. Failure to comply may result in the Volunteer being prosecuted to the full extent of the law.

(C) Volunteer will forfeit any reimbursement granted upon removal.

(D) Any Volunteer who has been removed will not be eligible for future positions of any kind with Geek Kon, Inc.

(E) Any Volunteer who has been removed will not be granted access to any convention or event held by Geek Kon, Inc.

Section 6 – Documentation

(A) Any violation of these Articles by any person or persons affiliated with Geek Kon, Inc will result in both physical and digital documentation regardless of outcome.

1.) This documentation will be held by the CEA for no less than ten (10) years.

Section 7 – Resignation Procedures for Officers

(A) An Officer may resign for any reason they deem necessary.

(B) No vote is required for the Officer to resign.

(C) Notification of resignation is required to be provided to the remaining officers within twenty-four (24) hours of decision to resign.

(D) The resigned Officer is required to turn over all documentation, equipment, and other resources owned or operated by Geek Kon, Inc within twenty-four (24) hours of resignation. Failure to comply may result in the officer being prosecuted to the full extent of the law.

(E) Any Officer who resigns may rejoin Geek Kon, Inc in the position of Officer, Department Head, or Staff after a period of no less than two (2) years.

1) Any Officer who resigns is welcome to be a Volunteer at any time after resignation.

(F) Election procedures as outlined in Article X Section 1 will take place no less than twelve (12) hours and no more than seventy-two (72) hours after resignation.

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Section 8 – Resignation Procedures for Department Heads

(A) A Department Head may resign for any reason they deem necessary.

(B) No vote is required for a Department Head to resign.

(C) Notification of resignation is required to be provided to an officer within twenty-four (24) hours of decision to resign.

(D) The resigned Department Head is required to turn over all documentation, equipment, and other resources owned or operated by Geek Kon, Inc within twenty-four (24) hours of resignation. Failure to comply may result in the Department Head being prosecuted to the full extent of the law.

(E) Any Department Head who resigns may rejoin Geek Kon, Inc in the position of Officer, Department Head, or Staff after a period of no less than two (2) years.

1) Any Department Head who resigns is welcome to be a Volunteer at any time after resignation.

(F) Election procedures as outlined in Article X Section 2 will take place no less than twelve (12) hours and no more than seventy-two (72) hours after resignation.

Section 9 – Resignation Procedures for Staff

(A) A Staff member may resign for any reason they deem necessary

(B) No vote is required for a Staff Member to resign

(C) Notification of resignation is required to be provided to an officer or Department Head within twenty-four (24) hours of decision to resign

(D) The resigned Staff member is required to turn over all documentation, equipment, and other resources owned or operated by Geek Kon, Inc within twenty-four (24) hours of resignation. Failure to comply may result in the Staff

Member being prosecuted to the full extent of the law

(E) Any Staff Member who resigns may rejoin Geek Kon, Inc in the position of Officer, Department Head, or Staff after a period of no less than two (2) years

1) Any Staff Member who resigns is welcome to be a Volunteer at any time after resignation

ARTICLE XIII

CONFLICT OF INTEREST

Section 1 - Officers, Department Heads, and Staff, during their tenure, shall not use their positions, or knowledge gained there from, so that a conflict might arise between Geek Kon, Inc's interest and that of an individual or other entity. Any potential conflict should be brought to the attention of the Officers. Failure to do so is grounds for removal.

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ARTICLE XIV

INDEMNIFICATION

Section 1 - Officers may bring legal action against other person or persons affiliated with Geek Kon, Inc. without fear of retribution, according to Wisconsin Statute 181.0881.

Section 2 - Geek Kon, Inc. may not indemnify any person or persons affiliated with Geek Kon, Inc, according to Wisconsin Statute 181.0877(2), unless the Member did not breach or fail to perform a duty that is owed to Geek Kon, Inc.

Section 3 - Geek Kon, Inc. will not use its time or resources to aid a person's legal defense for a charge unrelated to the Corporation or its interests.

Section 4 - The Officers, Department Heads, Staff, and any person or persons who are not Officers, Department Heads, or Staff associated with Geek Kon, Inc shall be indemnified for reasonable expenses and liabilities to the extent required under the provisions of Wisconsin Statute 181.0855. Geek Kon, Inc. will not provide legal counsel to any member, but they may choose to consult an attorney or other legal counselor at their own discretion.

ARTICLE XV

AMENDMENTS

Section 1 - The Articles of Association may be amended or changed by a majority vote by Officers of Geek Kon, Inc at any time.

Section 2 – Amendments will be made available digitally within twenty-four (24) hours of ratification.

Section 3 – Amendments to the Articles of Association take effect immediately upon ratification

1.) Amendments must be verbally read at the next public meeting.

ARTICLE XV

MISSION STATEMENT

Section 1 – The mission statement of Geek Kon, Inc shall be “Geek Kon, Inc strives to provide an engaging and safe environment for the exchange of ideas regarding multi-media culture while further education the community on the benefits of being a Geek.”

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ARTICLE XVI

DISSOLUTION OF ASSETS

Section 1 – Upon termination or dissolution of Geek Kon, Inc, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Wisconsin to be added to the general fund.

ADDENDUMS

Section 1 – These Articles of Association shall be available digitally and can be presented physically, at the cost of the requester, upon request to the general public.

Section 2 - The people listed here after will be the first Officers, as they are the ones that are currently in training, and have worked with writing these Articles of Association.

CEO-Gemma Blair

CFO- Garrett Cowan

COO-Robert Laib

CTO-Jason Becker

CEA-Scott Cowan

By signing this document, you are agreeing and binding to all rules and regulations herein.

Name: ____________________________________________

Signature: __________________________________________

Date: __________________________ pg. 20

Revision 3 – September 19, 2017

Amendments Made September 19, 2017

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Article V Section 2

(E-1) If Department Head lives more than sixty-five (65) miles from the meeting space, they must attend three (3) consecutive phone meetings with no more than one (1) missed out of four (4). They must still attend one (1) meeting physically before the yearly convention.

Article V Section 3

(L) Costuming

1.) Organize the annual Masquerade and all costuming-related events.

2.) Ensure fairness and impartiality in all costume-related competitions.

3.) Ensure a quality event for both contestants and audience members.

4.) Will craft and maintain a photo shoot schedule for the yearly convention.

Article IX Section 2

(G-1) Officers will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

Article IX Section 3

(G-1) Department Heads will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

Article IX Section 4

(F-1) Staff will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

Article IX Section 5

(F-1) Volunteers will respect different cultures, values, and people. They will continuously promote acceptance and inclusion of all regardless of race, gender, creed, national origin, sexual orientation, identity, age, disability, or religious beliefs or practices.

Revision 4 – September 24, 2017

Amendments Made September 24, 2017

Article V Section 2

(C-1) Department Heads are elected by previous/existing Department Heads with final approval/majority decision by the Officers.

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Article V Section 2

(D-1) Department Heads must have worked in the direct department elected for, for at least one (1) convention year or possess applicable experience in a similar field.

Article X Section 4

(4-1) Attendance is mandatory per position as outlined for Officers in Article IV, Section 2, for Department Heads in Article V Section 2, and for Staff in Article VI, Section 2.

ARTICLE XVI

DISSOLUTION OF ASSETS

Section 1 – Upon termination or dissolution of Geek Kon, Inc, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Wisconsin to be added to the general fund.

Revision 5 – October 8, 2017

Amendments Made October 8, 2017

Article IV Section 2

(A-1) An Officer must have attended a minimum of twelve (12) consecutive meetings in a six (6) month period.

(B-1) Must have been a Department Head, Staff Member, or Volunteer prior to the current convention year.

Article IV Section 4

(K-1i.1) Will establish and maintain communication with the location at which the yearly convention is held.

(K-1j.1) Will schedule all meetings pertaining to convention business.

(K-1k.1) Will turn over all necessary financial documentation to CFO.

(K-1l.1) Will turn over all necessary contract documentation to CEA.

Article V Section 3

(B-3.1) Must coordinate with the CFO to fulfill any equipment requests from their department or from any other department required to coordinate with equipment.

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Article V Section 3

(C-2.1) Devise and organize a master schedule of all events, coordinating their events along with Guest Relations, Video Gaming, Tabletop, and Viewings.

Article V Section 3

(D-6.1) Must coordinate with the CFO to purchase airline tickets no later than two (2) months before the yearly convention.

Article V Section 3

(F-2.1) Maintain a List and Schedule of Staff that is working security as well as a Time In and Out Sheet.

(F-3.1) Must radio check-in every fifteen (15) minutes and maintain a list of radio check-ins.

Article V Section 3

(G-4.1) Responsible for acquisition of all necessary Tabletop materials and supplies following procedures as outlines in Article VIII.

Article V Section 3

(H-3.1) Will contact relevant entertainment companies to acquire proper permissions for the rights to show the company's licensed materials.

(H-4.1) Responsible for acquisition of all necessary Viewings materials and supplies following procedures as outlines in Article VIII.

(H-5.1) Must coordinate with the Equipment Department for maintenance and acquisition of all necessary viewings equipment.

Article V Section 3

(I-3.1) Responsible for acquisition of all necessary Video Game Room materials and supplies following procedures as outlines in Article VIII.

Article V Section 3

(J-4.1) Perform any emailed, texted or verbally requested changes to the website requested by the Officers within two

(2) weeks of the request.

Article VIII Section 4

(A-2.1) Reimbursements for all approved expenses will only be made after itemized receipts for expenditures have been documented and filed by the CFO within a net thirty (30).

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Revision 6 – December 18, 2017

Amendments Made December 18, 2017

Article VI Section 2

(A-1) All Staff Members are required to attend one (1) meeting per month.

(A-1.1) Staff members are not required to be physically present for the required meetings.

(C-1) May be elected by the Department Heads during a meeting followed by the approval beforehand of the Officers.

Article XI Section 3

(A-1) Elections may be held once a month as outlined in Article VI Section 2 or held at such a time when Staff is removed, is incapable of performing their responsibilities due to medical illness, are deemed unfit by Officer majority, or in the event of a Department Head requiring additional Staff to complete tasks or projects.