BYLAWS FOR ALCHEMY, LLC – A COOPERATIVE ORGANIZATION
I.    Name and Purpose
A. Applicability
These Bylaws provide for the self-governance of Alchemy, LLC (herein sometimes referred to as the “organization”), in accordance with the Articles of Incorporation filed with the Secretary of State of Georgia, and with all applicable laws of the State of Georgia.
B.    Name and Location
We shall be known as the Alchemy, LLC, and shall be incorporated under statutes of the State of Georgia. Our principle location shall be Atlanta, Georgia.
C.    Articles of Incorporation
The provisions of the Articles of Incorporation of this corporation are hereby made part of these Bylaws.
D.    Mission Statement
Our mission is to help foster the regional burn community by producing Alchemy - the Georgia Burn, and other related events. From a practical standpoint, we provide the business and organizational structure necessary to make these events possible. In doing so, we create a nexus around which people can gather, pool their energies, and create a world of their choosing. When making decisions, we use the Burning Man 10 Principles as our guiding light and source of inspiration.
II. Definitions a. 10 Principles. 10 Principles refers to the 10 Principles of Burning Man. A copy of the 10
Principles are attached hereto as Exhibit “A”.
b. Board of Directors. The Board of Directors shall mean the five people chosen by the community to act as Alchemy, LLC, as further described in Section V below.
c. Community. Community shall be defined as the group of people who self-identify as “the burn community.” While most of the focus of Alchemy, LLC and Alchemy- the Georgia Burn shall be on the Atlanta and Georgia-based burn communities, Community shall not be defined to exclude those individuals who live outside of Atlanta or Georgia.
d. Festival. Festival shall be defined as the annual event sponsored by Alchemy, LLC, held in LaFayette, Georgia, and called “Alchemy – the Georgia Burn.”
e. Paid Event. Paid Event shall be defined as any event sponsored by Alchemy, LLC in which Participants are required to pay to gain entrance.
f. Participant. Participant shall be defined as any person who attends a Paid Event.
Alchemy, LLC © 2009
III. VotingMembership
A.    Open Membership
Without discrimination, Voting Membership in Alchemy, LLC shall be open to any individual who has ever attended a Paid Event that is sponsored by Alchemy, LLC. This shall be the only means of gaining Voting Membership.
B.    Application for Membership
In order to become a Voting Member of Alchemy, LLC, attendees at a Paid Event shall express their desire to become a Voting Member. For example, at the Festival, attendees shall become Voting Members simply by filling out the appropriate section of the Waiver at the front gate of the Festival.
C.    Rights and Responsibilities of Members
The Rights and Responsibilities of Voting Members include: participation in the annual election of the Board of Directors, and upholding the principles of Alchemy, LLC, including the 10 Principles.
D.    Limited Liability of Members
Members shall not be liable for any debts or obligations of Alchemy, LLC.
IV. Meetings
A.    Annual Town Hall Meeting
The Board of Directors shall call an annual Town Hall meeting. Notice of the time and place of the annual Town Hall meeting shall be given no fewer than twenty-five and no more than sixty days before the meeting. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to the Community by one of the following methods: (a) by email; or (b) by posting said notice on the Alchemytalk online email group. The meeting shall include the following agenda items: 1) the election of the Board of Directors by Voting Members, 2) presenting reports on the state of the organization, and 3) addressing any questions, concerns or comments from the Community.
B.    Additional Town Hall Meetings
Notice of the time and place of any additional town hall meetings shall be given no fewer than seven, and no more than thirty days before the meeting. Notice shall be given using the method described in Paragraph A of this Section.
C.    Election of the Board of Directors
The election and voting process shall be conducted by a temporary committee of Voting Members who are not candidates for election to the Board. This committee shall be chosen by a majority vote of the Board of Directors, and shall conduct the election in a manner approved by the Board.
D. Quorum
At least ten Voting Members at Town Hall meeting constitutes a quorum.
E. Voting
Each Voting Member is entitled to one and only one vote on each question. Votes may be cast either in person or through the Alchemy website. Voting by proxy is not allowed. Decisions shall be made by a simple majority vote of Voting Members.
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F.    Parliamentary Authority
The Board shall adopt a process by which all meetings will be conducted. In the event of a dispute, Robert's Rules of Order shall be followed.
V.    Board of Directors
A. Qualifications
Any Voting Member may be elected to the Board of Directors with the explicit exception of a Voting Member who is also a Burning Man Regional Contact. Burning Man Regional Contacts may not hold an elected Board seat while serving as Regional Contact.
B. Number
There shall be five elected members on the Board of Directors.
C.    Burning Man Representative
For so long as Alchemy shall remain a Burning Man Regional event, one representative of the Burning Man Project, as selected by Burning Man, shall participate with the Board of Directors as a non-voting participant.
D. Vacancies
Vacancies to the Board of Directors shall be filled using the following guide:
1.    If the departing Board Member has more than one year remaining in his or her term, a special election shall be held to fill the Board Member's seat.
2.    If the departing Board Member has less than one year remaining in his or her term, the person who received the next highest number of votes, but who was not elected during the most recent Town Hall shall be eligible for the vacant seat. If that person does not accept, then the person receiving the next highest number of votes shall be eligible, and so on until either a new Board Member is found, or until no other prior candidates remain. If no new Board Member is chosen using this method, then a special election shall be held to fill the vacancy.
E. Terms
A Board Member's term is two years. Elections shall be staggered so that no more than three Board Member terms expire each year, beginning with the election of three new Board Members at the 2010 Board election.
F. Removal
The Board may remove a Board Member for cause or non-participation with a majority vote. The Board is responsible for airing the grievance to the Board Member and giving the Board Member in question the opportunity to respond before a secret vote is held. Voting Members who feel that a Board Member should be removed shall submit to the other Board Members, in writing, their grievances with the Board Member they feel should be removed. The other Members of the Board shall address the grievances and make a decision regarding the dismissal of the Board Member. Any decision to remove a Board Member must be made at an open Board Meeting where the community is invited and encouraged to attend. Public notice of the intent of the Board to remove a Board Member at this meeting must be presented to the community at least two weeks in advance of the meeting.
Alchemy, LLC © 2009
G. Quorum
Four out of five Board Members shall constitute a quorum, which must be present for any voting decisions to take place.
VI.    Duties of the Board of Directors A.    Overall Responsibilities
The Board is responsible for the direction and management of Alchemy, LLC.
B. Budget
The Board shall approve and monitor the implementation of an annual budget for the Alchemy festival, as described in Paragraph VII, Section B herein. The Board shall also approve the budget for any additional events sponsored by Alchemy, LLC.
C. Management
The Board shall be responsible for the selection, evaluation, and removal of the Event Lead, who shall be responsible for and granted the authority to make decisions regarding the routine business of the Alchemy festival, including the authority to incur costs within the Board-approved budget.
D.    Teams and Team Leads
The Board shall be responsible for creating or removing Teams for any events sponsored by Alchemy, LLC. Additionally, the Board shall be responsible for choosing Team Lead(s) for each Team.
E.    Revision of Bylaws and Policy Documents
The Board shall annually review and propose revisions (if deemed necessary) to these Bylaws and other policy documents of Alchemy, LLC.
F.    General Powers
The Board shall adopt such policies, rules, and regulations not inconsistent with these Bylaws, the Articles of Incorporation or the Mission Statement as it may deem advisable. The Board is responsible for any and all matters that do not fall under the umbrella of a specific Team. The Board shall act as the umbrella under which all business and organizational transactions occur. The Board shall also act as the guardian of the assets of Alchemy, LLC.
G. Officers
The Board shall choose a Board Member to act as chairperson for each monthly meeting. The chair shall be responsible for creating the agenda for the monthly meeting, and for keeping the meeting on track. The Board shall choose a Board Member to act as secretary for each monthly meeting. The secretary shall keep the minutes for the monthly meeting, and shall post the minutes to the Board for review within one week of the monthly meeting. Every Board Member is responsible for serving as the chairperson and the secretary, on a rotating basis.
H. Compensation
Board Members shall never, under any circumstances, be compensated for their service as Board Members. Board Members shall be reimbursed in the same manner as any other Participant who incurs an out of pocket expense for a previously approved budget item on behalf of Alchemy, LLC or Alchemy – the Georgia Burn.
Alchemy, LLC © 2009
I.    Responsibilities to Members
The Board of Directors shall be easily reached by the Community. Functioning email addresses and legal names for all Board Members shall be posted on the Alchemyfestival.com website.
VII. Board of Directors Meetings
A.    Monthly Meetings
The Board of Directors shall meet monthly, on the second Sunday of the month, at 4pm. The location of the next Board meeting shall be decided at the end of each Board meeting, and announced as part of the meeting minutes.
B. Voting
It is the preference of Alchemy, LLC that the consensus method be used in all decision-making processes. In the case that a consensus cannot be reached, decisions shall be made by an affirmative vote of majority of Board Members.
C. Attendance
Board Members are allowed one absence from a Board meeting per year. Two absences shall result in the removal of the Board Member from the Board. Presence at, or phoning into a Board meeting shall constitute attendance.
D.    Tardiness to Meetings
Board Members shall be considered absent if they are more than 30 minutes late to any regularly scheduled Board meeting.
E.    Meeting Procedures
The Board shall adopt a process by which meetings will be conducted. In the event of a dispute, Robert's Rules of Order shall be followed. Comprehensive meeting minutes shall be kept for every meeting of the Board of Directors. The Board shall address all items on the agenda, beginning with old business and proceeding to new business. Financial reports are due at each monthly Board meeting. All Board Members are expected to remain at the meeting until the meeting is officially brought to a close.
F.    Attendance At Meetings By People Not On the Board
All Board of Directors meetings are open to the public. Anyone not on the Board shall remain silent through the Board meeting unless they are invited by a Board Member to speak. Everyone will be given an opportunity to discuss anything they want with the Board once the meeting has been closed.
G.    Omissions From Official Minutes
The Board shall be allowed to omit or “redact” from the publicly visible meeting minutes any information of a personal nature, or information that might be legally or financially sensitive. This information shall remain a part of the official minutes, visible only to Board of Directors members.
VIII.    Finances
A.    Open Accounting
The financial ledger of Alchemy, LLC shall be open to public inspection at all times, through the alchemyfestival.com website.
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B.    Ledger Upkeep
The ledger shall be kept up to date as close to “real-time” as possible. The ledger shall be balanced and complete no less often than on a monthly basis, and presented at the monthly Board meetings.
C. Borrowing
The Board of Directors, on behalf of Alchemy, LLC, shall have the power to borrow money for any lawful purpose without the approval of the Community. However, in the event that the total amount of such borrowing exceeds $5,000.00, or if the outstanding total debt of the organization shall surpass $5,000.00, approval must be gained by special vote of the Voting Members. Any proposed loan must be approved by all Members of the Board of Directors.
D. Budget
Team Leads shall be responsible for submitting to the Event Lead a detailed description of their Team's budgetary needs. The Event Lead is responsible for submitting to the Board, for the Board's approval, an overall event budget for each event hosted by Alchemy, LLC. No review by the Board is necessary for any items that have been previously submitted as part of a Team's budget. Any Team budget overages in excess of $200.00, or more than 25% of the originally submitted Team budget (whichever is less), shall be reviewed by the Board prior to additional expenditures being made by that Team.
E. Income
Any and all income that is gained by Alchemy, LLC shall be used to further the mission of the organization as outlined in these bylaws.
F.    Fiscal Year
The fiscal year shall begin on April 1 and end on March 31.
IX. Dissolution
A. Dissolution
The decision to dissolve Alchemy, LLC, merge the organization with another, or make a partnership with another organization, shall be made by an affirmative vote of all Members of the Board of Directors.
B. Liquidation
In the event of dissolution, all assets of Alchemy, LLC shall be liquidated by the Board of Directors, or by a person of the Board's choosing. All items that can be sold shall be sold to the highest bidder, and all funds from such sales shall be returned to the Alchemy, LLC bank account. Any reasonable offer for capital items shall be considered. Any remaining items that cannot be sold shall be offered for free, first to local Community members; second to other burn events or local art events; and finally to anyone interested.
C.    Distribution of Assets
In the event of dissolution or other liquidation of assets of Alchemy, LLC, any surplus funds, after all debts have been remedied, shall be distributed to organizations chosen by the Board of Directors.
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X. Bylaws
A.    Amendments to Bylaws
These Bylaws may be amended or repealed by a majority vote of the Voting Members, and amended by the unanimous vote of the Board of Directors. These Bylaws cannot be repealed by the Board of Directors.
B. Severability
If any section, clause, provision, or portion of these Bylaws is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of these Bylaws shall not be affected thereby.
C. Indemnification
Alchemy, LLC will indemnify and hold harmless each Board Member and defend its agents when they are acting on its behalf. This does not apply to negligence or willful misconduct.
Alchemy, LLC © 2009
Exhibit A
The Ten Principles of Burning Man
1.    Radical Inclusion: Anyone may be a part of Burning Man. We welcome and respect the stranger. No prerequisites exist for participation in our community.
2. Gifting: Burning Man is devoted to acts of gift giving. The value of a gift is unconditional. Gifting does not contemplate a return or an exchange for something of equal value.
3.    Decommodification: In order to preserve the spirit of gifting, our community seeks to create social environments that are unmediated by commercial sponsorships, transactions, or advertising. We stand ready to protect our culture from such exploitation. We resist the substitution of consumption for participatory experience.
4. Radical Self-reliance: Burning Man encourages the individual to discover, exercise and rely on his or her inner resources.
5.    Radical Self-expression: Radical self-expression arises from the unique gifts of the individual. No one other than the individual or a collaborating group can determine its content. It is offered as a gift to others. In this spirit, the giver should respect the rights and liberties of the recipient.
6. Communal Effort: Our community values creative cooperation and collaboration. We strive to produce, promote and protect social networks, public spaces, works of art, and methods of communication that support such interaction.
7.    Civic Responsibility: We value civil society. Community members who organize events should assume responsibility for public welfare and endeavor to communicate civic responsibilities to participants. They must also assume responsibility for conducting events in accordance with local, state and federal laws.
8. Leaving No Trace: Our community respects the environment. We are committed to leaving no physical trace of our activities wherever we gather. We clean up after ourselves and endeavor, whenever possible, to leave such places in a better state than when we found them.
9. Participation: Our community is committed to a radically participatory ethic. We believe that transformative change, whether in the individual or in society, can occur only through the medium of deeply personal participation. We achieve being through doing. Everyone is invited to work. Everyone is invited to play. We make the world real through actions that open the heart.
10. Immediacy: Immediate experience is, in many ways, the most important touchstone of value in our culture. We seek to overcome barriers that stand between us and a recognition of our inner selves, the reality of those around us, participation in society, and contact with a natural world exceeding human powers. No idea can substitute for this experience.
Alchemy, LLC © 2009