Bylaws for the Highland Geek Council

The Highland Geek Council 

Bylaws 

Updated 25/07/2025 

Article I - Name & Purpose

Article II - Membership

Article III - Meetings

Article IV - Council of Elders (Board of Governors)

Article V - Council Membership Requirements

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ARTICLE I - Name and Purpose 

Section 1 - Name: This organisation is operating under Loch & Lore Events, a limited corporation under the laws of the United Kingdom, and shall be known as the Highland Geek Council, hereafter referred to as the HGC. 

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Section 2 - Purpose: The HGC was formed in 2025 by a group of like-minded geeks to forward geek culture in Inverness, Highland County, and the surrounding area. We strive to unite and cultivate the Highland geeky community – those people who are enthusiastic and, perhaps, a little obsessive in the pursuit of their passions. We provide opportunities and resources to facilitate networking, community building, and targeted marketing, especially for our member organisations, but also for the geek community at large. Objectives include the following: 

1. To begin and maintain an ongoing community dialogue between geek organisations and businesses in and around Highland County

2. To promote geek culture and happenings for HGC member organisations

3. To provide real and virtual resources for members to plan and promote their own businesses, organisations, events, and doings through each others’ client bases and networks

4. To inform and educate the populace about all things geeky in and around Highland County

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Section 3 - Area: While we intend to operate across Highland County and beyond, it is proposed that chapters are formed, to make meeting easier and event promotion more localised. The HGC will begin in Inverness and focus on promoting businesses and organisations within a reasonable travel radius. This does not, however, preclude the involvement and promotion of events outside any chapter’s operating area.

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Section 4 - Limitation of Methods: The HGC shall observe all local, county, and nationwide laws. 

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ARTICLE II - Membership 

Section 1- Eligibility: Any person, association, corporation, partnership, or other entity which has an interest in the purposes of the HGC shall be eligible to apply for general membership. 

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Section 2 - Membership:

1. Council Membership The standards for Council Membership shall include a minimum requirement for participation, meeting and event attendance. See Council Membership Requirements. Council Members are entitled to vote in Council of Elders (CoE) elections and on matters in which the Council's vote is called for or deemed important by the CoE. Upon a majority vote of the CoE, a Council Member may lose its standing on the Council for failing to satisfy the Council requirements. Any changes the CoE makes to the Council Membership requirements will not take effect until after the following CoE election. 

2. Provisional Membership The CoE may grant provisional membership for up to 6 months, as it deems necessary. Provisional members may attend general meetings and events but may not have access to the marketing and promotional benefits available to Council Members. Provisional members shall be exempt from payment of dues. The CoE may revoke provisional membership by a majority vote at any time prior to the end of the six month period. 

3. Sponsorship The CoE may offer sponsorship options to existing HGC members or to businesses or organisations that may not directly satisfy the eligibility requirements of this section. 

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Section 3 - Dues: Membership dues shall be at such rate or rates, schedule, or formula as may be from time to time prescribed by the CoE, payable in advance. See Membership Dues Schedule. 

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Section 4 - Termination: (Resignation, expulsion, and delinquency)

1. Any member may resign from the HGC upon written request to the CoE

2. Any member may be expelled by the CoE, by a majority vote, for non-payment of dues after ninety (90) days from the date due

3. Any member may be expelled by a majority vote of the CoE, at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the HGC or contrary to the purpose and objectives of the HGC

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Section 5 - Voting: In any proceeding in which voting by Council Members is called for, each Council Member in good standing shall be entitled to cast one (1) vote. Only one representative per membership organisation may vote on any particular HGC matter. 

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Section 6 - Orientation: Periodically, orientation on the purposes and activities of this organisation shall be conducted for the following groups: new CoE, committees, and new members. 

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ARTICLE III - Meetings 

Section 1 - Annual Meeting: The annual meeting of the HGC shall be fixed by the CoE and notice thereof communicated to each member. 

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Section 2 - Additional Meetings: Additional meetings may be called by the President at any time. Members may be notified via phone, text, or email at least five (5) days prior to the meeting. 

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Section 3 - CoE Meetings: The CoE shall set their regular meeting calendar at the first organisational meeting. Additional CoE meetings may be called by the President or by the written request of a quorum of the CoE. The written request must state the purpose of the meetings and be given at least two (2) days prior to the meeting by phone, text, or email. 

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Section 4 - Committee Meetings: Committee meetings may be called at any time by the President, CoE member, or by a Committee Chair. Notice must be given at least two (2) days prior to the meeting by phone, text, or email.

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Section 5 - Meetings Requested by Membership: Members in good standing may submit a petition in writing to the President, requesting a meeting. The President and/or the CoE may review this petition and determine if a meeting should be called. 

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Section 6 - Quorums: At any duly called meeting of the HGC, a majority of the voting Council Members present shall constitute a quorum; at a Council of Elders meeting, a majority of CoE members elected and appointed shall constitute a quorum; at committee meetings, a majority of the committee shall constitute a quorum, except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum. CoE members may also vote on behalf of their organisation during a Council member vote. 

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Section 7- Agenda & Minutes: Adequate minutes are required of all official meetings of the HGC's committees, subcommittees, task forces, CoE, and Executive Committees. Minutes should include time, date, location, and names of those people present and absent. Minutes should be brief, yet accurately reflect all actions taken. 

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Section 8 - Amendments: These By Laws may be amended by a majority vote by both the CoE and the Council Membership.

 

ARTICLE IV - The Council of Elders 

Section 1- Composition of the Council of Elders: The Council of Elders shall be composed of 7 members. The government and policy-making responsibilities of the HGC shall be vested in the CoE, which shall control its property, be responsible for its finances, and direct its affairs. 

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Section 2 - Election of the CoE: 

1. Eligibility - Any representative of any Council Member organisation in good standing is eligible to election to the CoE of the HGC. Only one representative from any single organisation may run for election to the CoE. 

2. Nominations - In order for a member to participate in the CoE election process, they must be nominated by a Council Member organisation in good standing. Members cannot nominate themselves for election to the CoE. 

3. Determination - If no petition is filed within the designated period, the nominations shall be closed and the nominated candidate shall be ratified through a vote of the Council Membership via an online form. The names of all candidates shall be arranged on the online ballot in alphabetical order. Instructions will be to vote for the number of candidates equal to the number of seats that are open. The President shall email a link to the online ballot to all active members at least 10 days before the election close date. The CoE of Trustees shall, at its regular CoE meeting, determine the candidates with the greatest number of votes elected, and decide by vote the best way to inform the new CoE members and the general membership of the results. 

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Section 3 - Seating of the New CoE: All newly-elected and appointed CoE shall be seated at the regular CoE meeting and shall be participating members thereafter. Retiring CoE members shall continue to serve until the end of their term. 

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Section 4 - Vacancies: A member of the CoE who shall be absent from three (3) consecutive regular meetings of the CoE may be dropped from membership by a vote of the CoE. Vacancies on the CoE, or among the officers, may be filled by the CoE by a majority vote of those voting at any meeting thereof. Any person elected to fill a vacancy shall be deemed to serve the remainder of that person’s term. 

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Section 5 - Policy: The CoE is responsible for establishing procedure and formulating policy of the organisation. It is also responsible for adopting all policies of the organisation. These policies shall be revised as necessary. 

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Section 6 - Management: The CoE shall select a president, vice president, secretary, treasurer, and any other position needed to accomplish the goals of the HGC and its coming year. Votes on CoE matters will not be accepted by proxy. 

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Section 7 - Indemnification:

1. Indemnification - The Highland Geek Council (HGC) may, upon resolution of the Council of Elders (CoE), indemnify any current or former member of the CoE, as well as any current or former employee of the HGC, against reasonable legal fees, costs, expenses, and losses actually and necessarily incurred in connection with the defense of any civil, criminal, administrative, or investigative action, suit, or proceeding, by reason of their service to the HGC.

2. Exceptions - Such indemnification shall not apply in cases where the individual is adjudicated to have engaged in gross negligence or wilful misconduct in the performance of their duties, or where a settlement is reached that is based on an admission or finding of such conduct.

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ARTICLE V - Membership Requirements

Section 1- Good Standing: The eligibility requirements for any member to be considered in Good Standing with the HGC are as follows:

1. Attend a minimum of 4 monthly meetings in a calendar year

2. Attend a minimum of 1 ‘All-Hands’ meeting in a calendar year (held twice per year)

3. Complete a minimum of 4 participation hours per month

   1. This shall consist of volunteering at HGC events, fellow members’ events, or otherwise working to promote and assist the HGC in its mission

4. Dues having been paid in full for the proceeding 12 months

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Section 2 - Membership Dues: The following outlines the annual dues, scaled based on the size of the organisation.

• A business or organisation with 1-5 members - £25

• A business or organisation with 6-15 members - £50

• A business or organisation with 16-25 members - £75

• A business or organisation with 26+ members - £100