Organizational Guidelines

GAMA Retailer Division (GRD)
Organizational Guidelines
Adopted March, 2001
Amended April, 2007

Article I: Mission.

The mission of the GAMA Retailer Division (GRD) is to promote the selling of hobby games by retailers to the general public.

Article II: Membership.

Section 1. Membership Qualifications. Any business meeting the requirements of one of the following classes of membership may become a member of the division, with the rights and obligations pertaining to that class, provided it is a member in good standing with the parent organization, the Game Manufacturers Association (GAMA):

a. Voting Membership. One that is engaged in retailing: the sale of hobby games to end consumers. Retail sales must be conducted on an ongoing basis, the business must operate in a legitimate fashion at a legitimate business site. The business must earn the majority of its income from retailing and consider itself first and foremost a retail business to hold voting status.

b. Associate Membership. One which is engaged in the retail sale of hobby games to end consumers, but does not earn the majority of its income from retailing hobby games. Associate members do not have the right to vote, but share all other rights and benefits.

c. Introductory Membership. One which is in the process of opening a hobby game retail business. Introductory memberships are limited to twelve months total. This level of membership is intended to help a prospective hobby retail business begin successfully. Introductory members do not have the right to vote, and only have such rights and benefits as designated by the Board of Directors.

Section 2. Membership Restrictions. Any business composed of multiple locations, or multiple businesses with a common majority owner are to be considered eligible for one membership as a whole.

Section 3. Resignation. Any member may tender its resignation from the division at any time by giving written notice of such intention to the Secretary. Such resignation shall take effect at any time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Secretary shall present such notice to the Board of Directors at the first meeting after its receipt.

Article III: Dues.

Section 1. Annual Dues. All GRD members are members of GAMA, and are therefore subject to the dues and terms of payment designated by GAMA. The GRD reserves the right to impose additional fees for different levels of GRD membership. Any such decision requires a majority vote of the Board of Directors.

Section 2. Default and Termination of Membership. When any member shall be in default of the payment of dues from the first of the year until the start of the annual business meeting, such membership shall automatically be suspended. Any member whose membership has been suspended for nonpayment of dues or assessments may not again enjoy the benefits of membership in the Division until all dues and assessments shall have been paid.

Article IV: Officers.

Section 1. Number. The officers of the Division shall be a Chairman, a Vice-Chairman, and a Secretary.

Section 2. Method of Election. The voting members shall elect the board at the annual membership meeting of the division by written, secret ballot. The board shall elect three of its members to the positions of chair, vice-chair and secretary.

Section 3. Qualifications. Officers must be full voting members, with sufficient time to devote to the running of Division business. Only one representative of a member may serve as an officer at any given time.

Section 4. Duties and Powers of Officers. The duties and powers of the officers of the Division shall be as follows:

Chairman. The Chairman shall preside at the meetings of the Division and the Board of Directors, and shall be a member, with the right to vote, on all committees. The Chairman shall also, at the annual meeting of the Division and such other times as he deems proper, communicate to the Division or the Board of Directors on such matters and make such suggestions as may, in his opinion, tend to promote the prosperity and welfare and increase the usefulness of the Division. The Chairman shall be responsible to appoint and dissolve committees, appoint and remove committee chairs, arrange retailer oriented programming for GRD and GAMA events, and appoint any other positions deemed necessary for the proper functioning of the Division. Such appointments report directly to the chairman. The Chairman shall authorize the use of the Division budget up to $500 per expense. The Chairman shall perform such other duties as are necessarily incident to the office of the Chairman.

Vice-Chairman. The Vice-Chairman shall assist the Chairman in the discharge of his duties as the Chairman may direct, and shall perform such other duties as from time to time may be assigned to him by the Chairman or by the Board of Directors. In the absence of the Chairman or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman. When acting in the capacity of Chairman, the Vice-Chairman shall perform the duties of the Chairman. When acting in the capacity of Chairman, the Vice-Chairman shall have all the powers of and be subject to all the restrictions upon the Chairman until the resumption of duties by the Chairman or the selection of a new Chairman by the Board of Directors.

Secretary. It shall be the duty of the Secretary to give notice of all meetings of the Division and all committees, and to keep a record of their actions: to conduct all correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed; to furnish the Chairman of each committee with a copy of the vote under which the committee is appointed, and at his request to give notice of the meetings of the committee; to prepare, under the direction of the Board of Directors, an annual report of the transactions and condition of the Division; to maintain a list of the membership and the status of each membership; and generally to devote his best effort to promoting the business and advancing the interests of the Division. The Secretary shall also produce a regular newsletter for the membership. In case of absence or disability of the Secretary, the Chairman may appoint a Secretary pro tem.

Article V. Meetings.

Section 1. Annual Membership Meeting. An annual membership meeting shall be conducted by the Division to elect officers and directors and to transact other business of the Division. Such meeting is to be held in conjunction with the annual GAMA Trade Show. Notice of the meeting shall be mailed, except as herein or by statute otherwise provided, to the last recorded address of each voting member at least ten days and not more than sixty days before the time appointed for the meeting. All notices of meeting shall set forth the place, date, time, purpose of the meeting and a tentative agenda.

Section 2. Special Membership Meetings. Special meetings of the membership may be called by the Board of Directors at their discretion. Upon the written request of 20% of the full voting members, the Board of Directors shall call a special membership meeting to consider a specific subject. Notice for any special membership meeting is to be given in the same manner as for the annual membership meeting of the Division.

Section 3. Mail Meetings. Any special meeting may be held by mail, provided that the number of responses shall be used to determine the quorum thereof, and all activities shall be in writing.

Section 4. Quorum. Twenty percent of the voting members shall constitute a quorum for the transaction of business, except at the annual meeting where fifteen voting members shall constitute a quorum.

Section 5. Voting. Unless otherwise prescribed, or otherwise indicated by parliamentary procedure, all questions shall be decided by a majority vote of the voting members present in person or by proxy. Each member may only hold one proxy. A representative of each voting member, who shall be designated by that member, shall represent such voting member at the meeting for the purpose of voting. Any such member may seat any number of its staff at any meeting of the Division, but each voting member shall be entitled to only one vote.

Section 6. Order of Business. The order of business shall be as follows at all meetings of the Division and Board of Directors:

a. Calling the role, or calling for voting members.
b. Proof of notice of meetings or waiver of notice.
c. Reading of the minutes.
d. Receiving Communications.
e. Reports of officers.
f. Reports of committees.
g. Election of officers.
h. Unfinished business.
i. New Business.

Any questions as to priority of business shall be decided by the Chair without debate. This order of business may be altered or suspended at any meeting by a two thirds vote of the voting members present.

Article VI. Board of Directors.

Section 1 Purpose. The property, affairs, activities, and concerns of the Division shall be vested in a Board of Directors.

Section 2. Number. The Board of Directors shall be composed of a Chairman, a Vice-Chairman, a Secretary and four at large Directors.

Section 3. Election and Terms. At the 2007 annual membership meeting, the members shall elect three board members for a two year term. They shall also elect four board members for a one year term. At the 2008 annual membership meeting, those board positions serving a one year term shall be elected for two year terms. Thereafter, at each annual membership meeting, elections shall be held for two-year terms, alternating years, with three positions elected one year and four positions elected the following year. Elections shall be done by written, secret ballot. Each year at the board meeting following the annual membership meeting, all three Officer positions shall be filled by a vote of the board members. Board members shall then enter into the performance of their duties. Each member of the board shall serve for a term of two years or until a successor is elected. At large directors must meet all qualifications required of officers.

Section 4. Powers and Duties. The Board of Directors may (1) hold meetings at such a time and place as it deems proper, (2) admit members and suspend or expel them (3) print and circulate documents and publish articles, (4) carry on correspondence and communicate with other associations interested in the gaming industry, (5) appoint agents, and (6) devise and carry into execution such other measures as it deems proper and expedient to promote the objectives of the Division and to best protect the interests and welfare of the members. The Board shall also approve all budget expenditures over $500.

Section 5. Meetings. Regular meetings of the Board of Directors shall be held succeeding the annual membership meeting of the Division. The Chairman may, or the Secretary shall, at the request in writing of two members of the Board, issue a call for a special meeting of the Board, and only five days notice shall be required for such a meeting. In the event the Secretary calls for a meeting, proof of notification of the Chairman must be provided as said meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later date, but not more than thirty days later.

Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. If the quorum is not present, a lesser number may adjourn the meeting to a later date, but not more than thirty days later.

Section 7. Absence. Should any member of the Board of Directors absent himself from three consecutive meetings of the Board, or fail to communicate with the Board for more than one month, without sending a communication to the Chairman or Secretary stating the reasons for so doing, and if the excuse should not be accepted by the members of the Board, his seat on the Board may be declared vacant, and the Chairman may forthwith proceed to fill the vacancy.

Section 8. Vacancies. Whenever a vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining, members of the Board at a special meeting which shall be called for that purpose. The election shall be held within thirty days after the occurrence of the vacancy. The person so chosen shall hold office until the annual meeting when the term of the former director would have expired.

Section 9. Removal of Directors. Any one or more of the Directors may be removed by either with or without cause, at any time, by a vote of two-thirds of the voting members of the Division present at any special meeting called for that purpose.

Section 10. Waiver of Notice. Notwithstanding the provisions of any of the foregoing sections, a meeting of the Board of Directors may be held at any time and place, and any action may be taken thereat, if notice is waived in writing by each officer having the right to vote at the meeting.

Section 11. Electronic Meetings. Any member or members of the Board of Directors, or of any committee designated by the Board when appropriate, may participate in a meeting of the Board, or any such committee, as the case may be, by means of e-mail, chat rooms, conference telephone, or similar communication means allowing all persons participating in the meeting to hear or see the responses of each other at the same time, and participate in the meeting by such means shall constitute presence in person at such meetings.

Section 12. Mail Meetings. Any special meeting by the Board of Directors or of any committee may be held by mail, provided that the number of responses shall be used to determine the quorum thereof, and all activities shall be in writing.

Article VII: Representation to GAMA.

The Chairman shall be the official representative of the membership to GAMA. The GRD Chairman shall hold this position on the GAMA Board of Directors so long as there is a designated position for the membership on the GAMA Board of Directors. Should the Chairman not be willing or able to serve in this position, the GRD board will select a GRD member to service as the GRD representative to the GAMA board. Any additional GAMA Board of Directors position(s) designated in the future (by change of GAMA Bylaws) for the GRD membership shall be filled by a vote of the GRD membership at the annual business meeting. Only full voting members may serve, and the additional position or positions may only be filled by members not already serving as an officer or director of the membership.

Article VIII: Membership and Committee Work.

The product of any and all work done for the GRD by the membership of the GRD, or by any GRD committee, including documents, materials, publications or any other tangible results, shall be considered the property of GAMA, unless stated otherwise in writing by the Chairman of the GRD or the President of GAMA.

Article VIII: Amendments.

These Organizational Guidelines may be amended, repealed or altered, in whole or in part, by a majority vote of all voting members, at any duly organized meeting of the Division or by three-fourths of those voting members present and voting at the annual membership meeting. The proposed change shall be mailed to the last recorded address of each voting member at least thirty days prior to the meeting which is to consider such proposed change.

Updated: 12 June 2007