1. ENACTMENT OF AND AMENDMENTS TO THE BYLAWS

   1. By the Executive Board

      1. The bylaws governing the operations of the Oakland Raiders Internet Boosters (hereafter "Club" or "the Club") may be amended from time to time by appropriate resolution of the Executive Board ("Board") in accordance with the Constitution. Such resolutions may be enacted at Board meetings pursuant to Section VII of the bylaws, or by informal poll of the members of the Board, provided that any resolution enacted by such informal poll shall be required to be ratified by majority vote of the Board at its next regularly scheduled meeting. The Executive Board shall promptly communicate any change in the bylaws to the Club membership.

      2. A proposed resolution concerning the bylaws which fails to gain majority approval of the Board during a Board meeting or informal poll of the Board may be tabled until the next scheduled meeting, or abandoned, at the discretion of the Board.

      3. Nothing in this section shall be construed to permit the Board to amend the bylaws by means of a Board resolution where the bylaws presently require the approval of the Club's general membership to effect such an amendment.

   2. By the General Membership

      The bylaws may also be amended by majority vote of the Club members in good standing. Any Club member in good standing may propose such an amendment by petitioning the Board to add the amendment to the agenda of the next regular membership meeting, or by petitioning the Board to hold a special membership meeting for the purpose of voting on the amendment. Petitions, whether for amendment, special meeting or combined purposes, are subject to the membership support percentage requirements set forth in section VII.A.2. Any such amendment that fails to gain majority approval during that meeting shall be deemed abandoned.

      
      

2. MEMBERSHIP

   1. Application for Membership

      Any Oakland Raiders fan may apply to become a member of the Club by furnishing his or her name and address and offering to pay the dues the Board has set for the current fiscal year.

      
      

   2. Classes of Membership

      As provided in Article II of the Constitution, the Club shall have three distinct classes of membership, as described below:

      
      

      1. Regular members.  Any Oakland Raiders fan with Internet access, upon Board approval and payment of dues, shall be enrolled by the Secretary as a regular member of the Club. Any applicant for regular membership, approved by the Board, who derives his or her Internet access through the e-mail address of another person shall also be required to comply with such registration procedure for proxy voting as the Club Secretary may establish to ensure the integrity of membership voting. A regular member shall enjoy all benefits of membership, including voting rights, for so long as s/he remains a member in good standing as defined in subsection (E)(1) of this Section. Minor children of regular members may attend all appropriate Club functions, but enjoy no other benefits of membership (i.e., voting rights).

      2. Associate Members.  Associate members are those members who meet all requirements for membership except that they are unable to vote because they lack Internet access. Upon Board approval and payment of dues, any such person may be enrolled as an associate member. An associate member shall enjoy all benefits of membership, except voting rights, for so long as s/he remains a member in good standing as defined in subsection (E)(1) of this Section. Minor children of associate members may attend all appropriate Club functions, but enjoy no other benefits of membership (i.e., voting rights).

      3. Honorary members.  The Executive Board, at its discretion, may appoint any person an honorary member of the Club. Honorary members shall be enrolled as lifetime Club members and shall be exempt from payment of dues. Honorary memberships are non-voting memberships. Minor children of honorary members may attend all appropriate Club functions, but enjoy no other benefits of membership (i.e., voting rights).

   3. Dues

      Club dues shall be payable annually, in full, at the start of the membership year as defined in section F. Dues, once paid, are not refundable. Dues must be paid no later than 60 days after the beginning of the membership year for existing members, and for new members, within 60 days of the Club's approval of the application for membership. The Executive Board shall set the amount of dues for each fiscal year by majority resolution no later than 30 days prior to the start of such fiscal year.

      
      

   4. Benefits of Membership

      The Club offers to regular members in good standing and, as provided, to associate and honorary members, the following benefits:

      
      

      1. Pursuant to Article VIII of the Constitution (Elections), and the bylaws governing its implementation, each regular member in good standing is entitled to one vote in all elections offered to the general membership.

      2. Pursuant to Article VII of the Constitution (Meetings), and the bylaws governing its implementation, any regular member in good standing may bring issues before the Executive Board which can become subject to vote by the general membership.

      3. All regular and associate members in good standing, and all honorary members, are entitled to attend and participate in Club functions.

      4. All regular and associate members in good standing, and all honorary members, are entitled to host guests at club functions or activities. Without limiting the foregoing, the provisions of Section IV (Conduct), and the bylaws governing its implementation, shall apply to all members hosting guests at Club functions and activities.

      5. All regular and associate members in good standing, and all honorary members, shall be entitled to password access to the Club's Internet Web site, and any benefits thereof.

      6. Each regular or associate member in good standing, and every honorary member, is entitled to receive a Club membership card upon being initially enrolled as a member. Additionally, each regular or associate member in good standing shall be entitled to receive one each of such personalized memorabilia, articles of clothing, or other products as the Board may designate each year by majority resolution.

   5. Revocation of Membership

      Any person's membership may, in the circumstances set forth below in subsections 1 and 2, be revoked by action of the Executive Board. Any member in good standing may request in writing that the Executive Board revoke the membership of a regular, associate, or honorary member. Such complaints shall be considered in closed session by the Board and under such procedures as the Board may adopt to provide complete confidentiality. Under no circumstances shall the Board be required to reveal the identity of a complaining member without that member's express consent. Nothing in this section shall be construed to prevent a member of the Board from initiating a request for revocation of another's membership, provided that such complaining Board member shall not participate in voting on the request for revocation.

      
      

      Notwithstanding the foregoing, the Executive Board shall not be required to act on any request for membership revocation. Members who meet either of the following criteria may be subject to membership revocation:

      
      

      1. Any regular or associate member who fails to pay their dues within 60 days of the start of their membership year immediately forfeits membership in the Club and all benefits thereof. The Executive Board may extend this deadline on an individual basis for members with special circumstances that prevent them from paying dues.

      2. The Executive Board may revoke the membership of any regular, associate or honorary member, including a member of the Board, or bar attendance of non-members at Club functions, upon a finding that such member or such member's guest has violated the Club's rules of acceptable conduct as set forth in Article IV of the Constitution and the bylaws pertaining thereto.

   6. Membership Year

      The membership year for each member shall be twelve consecutive months, effective the first day of the month the member's first dues payment was received (e.g. if payment is received on April 9th, membership year begins on April 1st).

      
      

3. CONDUCT

   1. All Club members, whether regular, associate or honorary, are expected to conduct themselves with proper decorum in any public or private forum, whether physical or electronic, in which any members are officially or unofficially representing the Club or in which any members are likely to be viewed by the press or the general public as representing the Club.

   2. Any action which, in the Board's judgment, brings or is likely to bring adverse publicity or perception, or which results or is likely to result in legal action against the Club, may constitute sufficient cause for discipline up to and including immediate revocation of membership by the Executive Board.

   3. Any Club member against whom a complaint is brought shall be afforded a summary of the complaint and an opportunity to address the Board in his or her own defense, but the Board may, in its discretion, withhold the identity of the complaining member. Deliberations of the Board having to do with conduct and/or discipline shall be conducted in closed session. The Board shall conduct any such deliberations with all due respect for the dignity and reputations of all parties involved.

   4. In any case in which the Board considers a complaint brought against a Club member by a member of the Executive Board, the complaining Board member shall abstain from all deliberations and cannot vote on such matter.

   5. In assessing the severity of an alleged offense and whether or not to impose discipline, the Board may consider any or all of the following:

      1. The rules, guidelines, or customs of the forum in which the offense is alleged to have been committed;

      2. The effect, if any, of the alleged offense upon other Club members, or upon the ability of the Club to carry out its customary and usual business;

      3. Whether the person against whom the complaint is brought was acting in an official capacity or otherwise representing the Club at the time of the alleged offense;

      4. Whether the alleged offense has brought discredit upon the Club, its individual members, or the Oakland Raiders football team;

      5. Whether the alleged offense has resulted in physical harm or injury to other persons or to the property of others;

      6. Whether the alleged offense involves dishonesty, fraud or deceit;

      7. Whether there have been prior complaints against the member in question;

      8. Whether the member in question has been the subject of any prior discipline; and

      9. Any extenuating or mitigating circumstances.

   6. Notwithstanding the foregoing guidelines, the Board shall not be limited thereby, but may take whatever action it deems necessary to protect the interests of the Club, its members, and the public.

   7. In any case in which the rules, guidelines or customs of the forum in which the alleged offense occurred differ from the rules, guidelines or customs which are normally observed at Club functions, the stricter of the two sets of rules, guidelines or customs shall apply.

   8. Members shall at all times be responsible for the actions of their guests at Club functions.

   9. The Executive Board shall be the sole arbiter of any complaint or request for sanctions made against a member of the Club, including any such complaint or request brought under the provisions of Section II(E) of the bylaws. All decisions shall be made by majority vote and shall be final, provided that nothing in this section shall be construed to prevent the Board, upon its own motion, from reconsidering a case in which new facts have come to light which bear on the prior decision taken. There shall be no right of appeal from a decision of the Board. The Board, in its discretion, may impose any discipline it considers appropriate, including, but not limited to, a reprimand or term of probation for a relatively minor offense to immediate revocation of membership for an offense deemed major.

   10. In interpreting this section, it is to be read together with those provisions of Section II(E) of the bylaws which bear on revocation of membership, and with those provisions of Section VII(B)(2)(a) of the bylaws which bear on Executive Board meetings.

4. EXECUTIVE BOARD

   1. Composition

      1. The Club President, Treasurer, Benefits Officer and Public Information Officer shall be located close enough to Oakland, California to conduct Club business in that area on a regular basis.

      2. The Board shall also include one Regional Director for each region defined pursuant to subsection (B)(2) of this Section. Regional Directors must be residents of the Regions they represent.

   2. Authority

      1. The President and Treasurer shall each be authorized to spend no more than $100.00 on ORIB business without prior authorization. Any expenditure in excess of this amount shall require majority approval of the Board. In no event shall the Board, individually or collectively, incur any expense on the Club's behalf in excess of funds on deposit in the name of the Club.

      2. The Board may redraw regional lines if desired, including the addition or deletion of regions, every two years at the end of the Regional Directors' term of office. This redistricting shall be based on the geographical distribution of ORIB membership. Beginning in 1996, there are three regions:

         1. North America West, containing the parts of the United States and Canada west of and including the Mountain Time Zone;

         2. North America East, containing the parts of the U.S. and Canada east of the Mountain Time Zone; and

         3. International, containing the rest of the world.

      3. In the event an elected or appointed officer cannot complete his or her term due to incapacity or abandonment, for whatever reason, the Board may appoint a suitable replacement to complete that officer's term of office.

   3. Removal from Office

      1. Permanent Removal for Cause

         Any member of the Executive Board who gives cause as specified below is subject to permanent removal from office under the procedure specified in Section 2.

         
         

         1. Gross negligence in carrying out the duties of the office, including without limitation: (i) inattentiveness; (ii) nonparticipation.

         2. Misuse or misappropriation of club funds, or any other action which the person knows or should reasonably know is illegal or constitutes a breach of duty to the membership, including without limitation: (i) actions which are for the direct benefit of the Board member and not the Club, and (ii) actions by the Board member which hold the Club up to reproach or penalty by other organizations.

      2. Removal by Membership Vote

         Executive Board members may be removed from office by a membership vote in which at least half of eligible members participate. Two-thirds (66.7%) of those voting must approve the removal of the officer. Such a vote (a "removal election") may be called in the following ways.

         
         

         1. By the Executive Board.

         2. By petition. Any member in good standing may petition the Board to add the removal vote to the agenda of the next regular membership meeting, or may petition the Board to hold a special membership meeting for the purpose of voting on the officer's removal. The petition shall be delivered in written form to the Secretary and must be endorsed by a minimum of ten percent (10%) of current members in good standing.

      3. Abandonment of Office

         The Executive Board may temporarily remove a Board member from office if that person has abandoned their office. This is subject to the requirements below and does not restrict the ability of the Board or the membership to permanently remove the officer under Section 2.

         
         

         1. The Board may declare that an officer has abandoned their office after occurrence of the following: (i) the Board has made reasonable efforts to contact the officer, and has received no response to such attempts after thirty (30) days, and (ii) the officer has not previously given the Board an acceptable explanation for the absence (acceptability is at the Board's sole discretion).

         2. Once an office has been deemed abandoned, the Board may appoint an acting replacement for its holder. The appointment process is subject to the membership notification requirements in Section V.B.3.

         3. If the holder of an office is still absent thirty (30) days after abandonment was declared, they permanently forfeit the office. The acting replacement takes over the office for the remainder of its term or to the point specified in Section V.B.3., whichever is shorter. If no acting replacement was appointed, the Board may appoint a replacement under the terms of Section V.B.3.

         4. An officer whose position has been declared abandoned by the Board but who returns within the period specified in Section c. may resume that office, displacing any acting replacement, unless the Board immediately calls a removal election under Section 2.a. In that event, the returning officer may not resume office until such removal election has been held and the removal request has been defeated by vote of the membership.

5. FINANCES

   1. Collection of Dues

      1. All dues must be paid in U.S. Dollars, by personal check, cashier's check, or money order. Personal checks from outside the U.S. will not be accepted, and in no event will a person paying by personal check be recognized as a member in good standing until such check has been credited to the Club's account. The submitting member shall be responsible for any charges incurred by the Club for lack of funds, and may not become a member in good standing until any such charges are reimbursed to the Club. Club members on active duty in any branch of the U.S. Armed Forces and who are stationed overseas will be permitted to pay by personal check, provided that the check is drawn on a bank headquartered in the U.S, or any U.S. Military Credit Union. Cash shall not be accepted under any circumstances.

      2. In the event of any dispute concerning payment of dues, the member bringing forth the dispute shall have the burden of proof of payment.

   2. Collection of Charitable Contributions

      The Club may from time to time hold special fundraising events, with a specific percentage of proceeds and/or profits identified in advance as Charitable Contributions. All such contributions will be treated in the manner set forth in subsection (E) of this Section (Treatment of Charitable Causes). The Executive Board may also designate specific amounts deemed in excess of Club needs to be moved to the Charitable Contributions fund from the general operating fund. Any member or non-member making charitable contributions may specify that such contribution be designated to any permanent or single-occurrence dpecific cause as defined below in subsection (E).

      
      

   3. Disposition of Funds

      Funds collected as membership dues shall be deposited into an account designated for that purpose, and shall be used as defined in subsection (D) of this Section (Disbursement of Funds) for the general operating expenses of the Club, and for such specific expenditures as may be deemed necessary by the Executive Board by majority vote. Funds collected as Charitable Contributions, or reassigned to the Charitable Contributions fund from other sources, will be kept in one or more specific and separate accounts designated for that purpose, and may not be expended other than as set forth below in subsection (E) of this Section (Treatment of Charitable Causes). Funds collected in any single-event manner shall be deposited into the account specified prior to collection, and thereafter treated in the same manner as all other funds deposited in that account.

      
      

   4. Disbursement of Funds

      1. The Treasurer and the President shall each be authorized to disburse up to $100.00 on Club business without prior authorization from the Executive Board and without additional signatures. Any disbursement exceeding $100.00 shall require the prior approval of a majority of the Board.

      2. In the event that the President is unavailable for more than 3 calendar days without notice, or for any previously defined period of time with notice, the Vice President may act in his stead.

      3. Any disbursement of Club funds made pursuant to subsections (1) or (2) immediately above without prior authorization of the Board shall be promptly reported in written form to the Executive Board.

      4. In no event shall the Board, individually or collectively, incur any expense in excess of the uncommitted and liquid general operating funds available in the name of the Club. All expenditures shall be recorded by the Treasurer, and a balance sheet forwarded to the Secretary periodically. Such records shall be made available to the Club at quarterly intervals without request, and within 5 working days to any other member of the Executive Board upon request. Requests from the general membership for unscheduled disclosure of expenditures shall be treated on a case-by-case basis by the Executive Board. All disclosure shall be in electronic format unless specific legal circumstances require otherwise.

   5. Treatment of Charitable Causes

      1. The Club shall maintain a standing Charities Committee to evaluate possible charities. The Committee shall consist of both general ORIB members and Executive Board members, with a majority of general members. If the number of the Committee's general members falls equal to or below its number of Board members, the Committee chair will have one month in which to correct the balance by recruiting or dismissing Committee members.

      2. The Board shall, based on majority vote of the Charities Committee, nominate individual cases to the general membership, where they will be subjected to a simple majority vote for approval or disapproval.

      3. The Club shall also maintain two distinct categories of charitable causes, permanent and single-occurrence. Permanent charities shall be subject to review by the Executive Board immediately following Board elections. Suggestions for single-occurrence contributions may be offered by any Club member in good standing, and shall be forwarded to the Charities Committee for action.

      4. The Treasurer shall maintain records identifying the amount of funds designated for specific charities and the amount of funds deemed uncommitted to any specific cause. The Charities Committee shall conduct quarterly reviews of funds, and may distribute funds from non-specific line items to specific causes, but may not move funds from specific causes to the non-specific pool of funds. In the event non-specific funds are distributed to specific causes, all specific causes shall be treated equally.

6. MEETINGS

   1. General Membership

      1. The Club shall hold no less than two (2) meetings of the general membership each year, one of which shall be held in the summer and one of which shall be held shortly after the Super Bowl. Additional meetings may be called pursuant to the procedures set forth in this section of the Bylaws.

      2. In addition to regularly scheduled meetings, any member in good standing may petition the Executive Board to hold a special membership meeting. Said petition shall be delivered in written form to the Secretary and must be endorsed by a minimum of five per cent (5%) of the members who voted in the last election of officers and who remain members in good standing as of the date of their endorsement. The phrase "delivered in written form" shall specifically include e-mail. The Secretary shall query each endorsing member at his or her most recent e-mail address to verify the endorsement of the petition by such member. No special membership meeting shall be held until the Secretary has certified the validity of a sufficient number of endorsing signatures. Once certification is complete, the Secretary shall be responsible for establishing a meeting schedule and providing due notice to the membership.

      3. The Executive Board may, in its discretion and by majority vote, call such additional membership meetings as it determines are necessary or useful.

      4. Meetings shall be conducted in the following manner:

         1. The Secretary shall provide the required advance notice of the meeting as set forth below in subsection (b) and shall serve as parliamentarian. The Secretary shall also keep and archive minutes of all membership meetings.

         2. A minimum of one week's advance notice shall be given by the Executive Board for a membership meeting to be held during the NFL season, and a minimum of two weeks notice shall be given for any meeting to be held during the offseason. Such notice shall be effected by sending an e-mail announcement to each member eligible to vote at his or her most recent e-mail address of record. The Secretary may, but is not required to, provide additional notice in such other ways as s/he deems appropriate, including but not limited to posting an announcement on the Club's World Wide Web page.

         3. Before or during a membership meeting, any member in good standing may submit a proposal for the agenda by petitioning the Executive Board. The petition process shall be the same as set forth above in Section 2.

         4. No meeting shall last less than one week (7 days), in order to give due opportunity to all Club members to participate.

         5. Club members in good standing who are eligible to vote but are unable to participate in a membership meeting may vote by proxy sent to the Club Secretary. Any such member shall notify the Secretary no later than the close of the pre-meeting notice period of his or her intention to vote by proxy and shall provide a valid e-mail address at which the Secretary may verify the authenticity of the proxy vote should it be challenged. Any such proxy vote must be received by the Secretary no later than the close of voting for those participating in the meeting.

         6. Following a vote on any issue, the Secretary shall certify the results and announce them to the membership by those means set forth above in subsection (b) of this section. The Secretary shall record and archive the results of all votes by the membership.

   2. Executive Board Meetings

      1. The Executive Board shall conduct no less than one meeting each quarter of the Club's fiscal year, and may conduct additional meetings at its discretion.

      2. The Board shall take and duly archive minutes of all its deliberations as specified in Article V of the Constitution. All minutes of Executive Board meetings shall be made available to the membership upon request, with the following specific exceptions:

         1. Board deliberations over any conduct-related complaint made by or about a Club member, or a guest of a Club member, shall at all times be kept strictly confidential;

         2. Board deliberations over the appointment of members to Club committees shall at all times be kept strictly confidential;

         3. Board deliberations relating to the negotiation or execution of contracts with third parties may be kept confidential upon majority vote of the Board; and

         4. Board deliberations relating to any legal action pending against the Club, or any threat of legal action against the Club, may be kept confidential upon majority vote of the Board.

      3. For purposes of a quorum at Board meetings, two-thirds (66.7%) of the Board must participate. Any matters voted upon at Board meetings shall be decided by majority vote.

      4. At its meetings the Board may adopt such continuing resolutions as it deems useful to facilitate ongoing Club business. The Board may also delegate functions to other Club members to the extent permitted by the Constitution and the bylaws.

      5. Following a Board meeting the Secretary shall make available to the Club membership the minutes of said meeting in accordance with the guidelines set forth in subsection (B)(2) of this section.

      6. In the event an Executive Board member is unable to be present at one or more Board meetings, they may designate another Board member as their proxy to vote on any matter that comes before the Board during their absence.

         1. Such proxy may be specified for a maximum length of 14 days or two Executive Board votes, whichever comes first.

         2. Only one person shall hold the proxy for any Board member at a given time, and no Board member shall hold more than one proxy at any given time.

         3. If a proxy holder is unable to be present at one or more Board meetings, they may designate a proxy for their own vote, but may not transfer the proxy they hold.

         4. Board members can overturn a vote cast by their proxy holder only before the vote in question is closed.

         5. Proxies are designated by sending a one-topic message to the Secretary, in advance of the proxy's effective date, with "designation of proxy" in the subject line.

   3. Committees

      1. The chair of each ORIB committee, whether standing or temporary, shall furnish quarterly reports to the general membership by e-mailing the club's mailing list. The Secretary shall promptly make such reports available to the general membership on the Club website.

      2. If a committee has not engaged in any activities during a given quarter, the committee chair shall provide a report, in the manner described above, so stating.

7. ELECTIONS

   1. Schedule of Elections

      Election of the Executive Board shall take place biennially, and shall be held no later than thirty days before the current officers' term of office will expire.

      
      

   2. Elections Officer

      1. The Secretary shall serve as Elections Officer. If the Secretary is a candidate for ORIB office, the Secretary shall appoint an Elections Officer from the membership, who is not a candidate for Club office, at least thirty but no more than sixty days before the date of any scheduled election. The Elections Officer shall:

         1. Solicit nominations from Club members for the offices to be filled. The Elections officer shall attempt to recruit at least two candidates for each office to be filled.

         2. Obtain the consent of each candidate to have his or her name placed in nomination.

         3. Develop a schedule for electronically posting candidates' statements, by means of e-mail, the Club Web site, or both; and

         4. Conduct the election according to the procedures set forth below.

      2. Upon appointing another member as the Elections officer, the Secretary shall transmit to that person a list of the members in good standing who will be eligible to vote and to run for office.

      3. Nominations for office may be made by any Club member in good standing and do not require a second. Individuals may nominate themselves. Candidates for office must be members in good standing.

      4. Immediately after the close of nominations, candidates shall submit statements of a length to be determined by the Elections Officer. Such statements shall be posted on the Club's Web site and shall be sent to members by means of e-mail. They will remain posted for at least seven days.

      5. The Elections Officer shall provide an official ballot, which shall be distributed by means of e-mail and also posted on the Club's Web site. Members shall have no less than seven days to cast their ballots. The closing time for the return of ballots shall be determined by the local time as observed in Oakland, California.

      6. A candidate receiving a majority of votes cast shall be declared elected. If no candidate receives a majority of votes cast, a runoff election between the two highest votegetters shall be held within ten days after the conclusion of the election. Any member in good standing may vote in the runoff, regardless of whether s/he voted in the initial election.

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