How We're Governed

Our Bylaws

The restated and amended Bylaws of Landmark Game Nights, Inc. 

1. Name and purpose of the organization 

1. The name of the organization shall be Landmark Game Nights, Inc., hereinafter referred to as “the Organization.” 

2. The specific purpose for which the Organization is organized is exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Specifically, the Organization provides a unique, hands-on STEM education experience through innovative and student-led events and programs to promote STEM education in local communities. 

2. Governance 

1. The Organization shall be governed by its Board of Trustees, hereinafter referred to as “the Board,” and managed by the Executive Director. The Executive Director shall serve as the chief executive officer of the Organization and shall be responsible for the day-to-day management of its operations, subject to the direction and oversight of the Board. 

1. The Executive Director shall serve as an ex officio, non-voting member of the Board unless otherwise determined by resolution of the Board. 

2. The Board shall have the power to act for the Organization in intervals between duly called meetings. 

3. At this time, the Organization shall not operate under a membership-based governance model. The Board may, by resolution and amendment of these Bylaws, establish a membership structure in the future. 

3. Board of Trustees 

1. The Board shall consist of not fewer than three (3) and not more than fourteen (14) Trustees, including the Chair, Vice Chair, and other Trustees elected by the Board. 

2. The Chair and Vice Chair shall be elected to a term of two (2) years which may not be renewed. They shall serve for their term and until the election of their respective successor. 

3. The Chair shall preside over the Board meetings. The Vice Chair shall preside over the Board meetings if the Chair is not available to fulfill their duties. 

4. Trustees shall serve for a term of four (4) years, renewable at the pleasure of a majority of the Board. 

1. The initial Board, consisting of Amy Lannen, Lynn Godinez, and Jeffrey Steele, shall serve for a term of five (5) years, renewable at the pleasure of a majority of the Board. 

5. The Board shall have full authority over the Organization’s business, affairs, policies, and property. The Board may adopt rules and procedures for its governance, provided such rules are consistent with these Bylaws and applicable law. 

6. A Trustee may resign at any time by submitting a written notice to the Secretary of the Corporation. Such resignation shall take effect upon receipt unless otherwise specified. 

7. Any Trustee may be removed, with or without cause, by a two-thirds (2/3) vote of the Board at a duly called meeting, provided that notice of the proposed removal is given in advance. 

8. Nominations to the Board may be made by any member of the Board during any regular Board meeting. 

9. Vacancies on the Board may be filled by a majority vote of the remaining Trustees. 

4. Officers of the Corporation 

1. The Officers of the Corporation, hereinafter referred to as “the Officers,” shall consist of a President, Secretary, Treasurer, and Executive Director. The Board may establish additional offices as it deemsfit. 

2. The Officers may be Board members and must be nominated and elected in accordance with Article III.h and Article III.i of these Bylaws. 

3. The Officers may receive reasonable compensation for services rendered to the Organization, provided that such compensation is determined by disinterested members of the Board and is fair, reasonable, and consistent with applicable law. Any individual receiving compensation shall not participate in or vote on matters pertaining to their compensation. 

4. The President of the Corporation shall oversee the general direction and activities of the Organization, ensuring alignment with its mission and legal obligations. 

5. The Secretary of the Corporation shall maintain accurate records of all meetings, keep official documentation, and ensure organizational compliance. 

6. The Treasurer of the Corporation shall oversee financial management and maintain accurate records of accounts. 

5. Meetings of the Board 

1. Regular Board meetings shall be held on the fourth Wednesday of each month at 5:00 PM US Eastern Time, unless otherwise rescheduled by the Board. 

2. Special meetings may be called by the Chair, Vice Chair, the Executive Director, or the Executive Director’s designee in the event of significant and/or urgent matters. 

1. Notice of special meetings shall be provided to all Trustees at least twenty-four (24) hours in advance and may be delivered by electronic means, including email. 

3. A majority of Trustees shall constitute a quorum for conducting official business. 

4. All motions shall be seconded in order to proceed to a vote. 

5. Unless a roll call vote is requested, or a resolution is being considered, votes will be conducted by voice vote and a majority vote shall be required to pass any motion. 

6. Resolutions shall be reserved for major organizational decisions such as amendments to these Bylaws, the Articles of Incorporation, the mission, governance structure, or other fundamental changes. Resolutions shall be subject to adequate discussion prior to a vote, as determined by the Chair. Unless otherwise stated, resolutions must receive approval by a majority vote. 

7. Proxy voting is not permitted at this time. The Board may establish proxy voting in the future by resolution. 

6. Standing Committees of the Board 

1. No standing committees shall exist at this time. The Board may establish committees by resolution, with defined purposes, powers, and structures, subject to Board approval. 

7. Indemnification of Trustees and Officers 

1. The Organization shall indemnify its Trustees and Officers against liabilities incurred in the performance of their duties, provided such persons acted in good faith and in the best interests of the organization. 

2. The Organization shall have the power to purchase and maintain insurance to indemnify the Organization and its Trustees and Officers to the full extent such indemnification is permitted by law. 

8. Electronic Signatures 

1. Electronic signatures shall be valid and legally binding for all organizational purposes in accordance with applicable law. 

9. Policies & Fiduciary Responsibility Clauses 

1. Landmark Game Nights prohibits discrimination in all events, programs, and activities based on race, color, age, gender, sexual orientation, gender identity, religion, national origin, disability, genetic information, or any other protected category under federal, state, and local law. 

2. Landmark Game Nights commits to equal opportunity principles in all recruitment and participation decisions. 

3. All volunteers must uphold professional and respectful conduct at all times. Harassment, including verbal, physical, digital, or sexual misconduct, will not be tolerated and may result in removal from the Organization’s events, programs, and activities. 

4. All volunteers shall undergo mandatory safety orientation and training appropriate to their roles. Incident response procedures shall be reviewed periodically by the Board. 

5. No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its Trustees, Officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of its exempt purposes. 

6. No substantial part of the activities of the Organization shall consist of carrying propaganda or otherwise attempting to influence legislation, except as permitted under applicable law. The Organization shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office. 

7. Trustees shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner they reasonably believe to be in the best interests of the Organization. Trustees shall adhere to the duties of care, loyalty, and obedience to the Organization’s mission. 

8. The fiscal year of the Organization shall end on July 31 unless otherwise determined by resolution of the Board. 

9. Trustees shall have the right to inspect the books and records of the Organization at any reasonable time for a proper purpose. 

10. Amendments to the Articles of Incorporation, Bylaws, and Suspension of the Bylaws 

1. The Organization shall petition the Secretary of State of Florida for amendment of its Articles of Incorporation whenever a proposed amendment is approved in accordance with this Article. 

2. Any Trustee or Officer may propose an amendment to these Bylaws or of the Articles of Incorporation. The notice of any such proposal must be made for consideration at the next available regular Board meeting and must be filed with the Secretary of the Corporation four (4) weeks in advance of its consideration. 

3. A resolution proposing an amendment to the Articles of Incorporation requires the approval by a two-thirds vote of the Board. 

4. A resolution proposing an amendment to these Bylaws requires the approval by a two-thirds vote of the Board. 

5. The Bylaws of the Organization may be suspended at a duly called meeting of the Trustees and Officers, at which a quorum is present, and by unanimous consent of the Trustees and Officers in attendance. 

11. Dissolution 

1. Upon dissolution of the Organization, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as determined by the Board, or shall be distributed to the federal government or to a state or local government for a public purpose. 

Adopted by the Board of Trustees of Landmark Game Nights on this twenty-fifth day of March, two thousand twenty-six.