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Operating Guidelines

I. Statement of Intent

The Game Publishers Association is a professional organization of publishers and manufacturers in the adventure and family game industry. Our mission is to provide a forum for the exchange of ideas, offer mutual support and assistance, further the entrepreneurial aims of our members, and collectively promote our companies, industry, and hobby.

II. Organization

The GPA shall consist of a Board of Directors, a General Membership and an Associate Membership.

A. Board of Directors

1. The Board of Directors is an elected body of association officers that shall oversee the administration of the GPA, coordinate GPA activities and act as official representatives of the GPA when dealing with the public, companies, distributors, retailers and the media.

2. The Board of Directors shall consist of five members who shall serve a term of one year. No sitting director shall be removed from office without his or her consent except by a vote of the General Membership as established in IV.B.

a. A sitting director whose status as the official representative of his or her company, or whose company’s status as a General Member in good standing, changes during the course of his or her term shall continue to serve the remainder of that term unless removed by a vote of the General Membership as established in IV.B.

3. If a member of the Board of Directors vacates their position, whether due to resignation, removal, death or other means, a replacement shall be appointed within 30 calendar days by the remaining members of the Board of Directors by a majority vote, who shall serve the remainder of the current term.

4. The following shall be the responsibilities of the Board of Directors:

a. Maintain an accurate and current membership roster, to include the name, mailing address, electronic address (if applicable), and telephone number of each member.

b. Maintain records of official meetings, elections and other activities as appropriate.

c. Act as official representatives of and spokespersons for the GPA.

d. Coordinate organizational activities or assist with same, as appropriate. The Board shall enter into contracts on behalf of the GPA under the following criteria:

1. No contracts shall be entered into or renewed with any director serving on the Board.

2. The Board shall give GPA members an opportunity to bid on prospective new contracts prior to seeking outside bidders.

3. The Board shall provide a copy of each final contract and any attachments, not to exclude the signatories, payment, length, and contracted duties, to the General Membership by a posting on the official GPA mailing list within 7 calendar days of signing or renewing said contract.

e. Vote on the acceptance of persons and organizations which apply for membership when their eligibility is in question.

f. Maintain a central mailing address for correspondence and parcels sent to the GPA.

g. Maintain financial records for GPA activities and funds. Such records shall be reported to the General Membership no less than once per calendar year, and at any time that such request is made, in writing in either paper or electronic form, to the Board of Directors.

h. Enact an annual budget consisting of expected revenues from dues, program fees, and other sources, anticipated expenses, and a reserve of not less than 10% of the expected revenues. This budget shall be completed within 60 calendar days of a Board taking office and shall be reported to the General Membership.

i. Hold at least one meeting of the Board of Directors, open to the membership, in the course of the year at which at least a quorum of the elected directors shall be present in person. Advance notice of the time, date, place, and agenda of this meeting shall be provided to the membership at least 30 calendar days before said meeting

5. On taking office, the Board of Directors shall elect one of its number to the position of Executive Director by majority vote. The following shall be the responsibilities of the Executive Director.

a. Moderate all motions, formal debate, votes, and other official actions of the Board of Directors.

b. Oversee all GPA elections, including General Elections and annual elections for the Board of Directors, as outlined in section IV.

6. On taking office, the Board of Directors shall select one former or retiring director, with his or her consent, to serve as Director Emeritus for the upcoming year. The Director Emeritus shall provide the Board with the benefit of his or her experience and knowledge of GPA affairs in the form of advice or other such assistance as requested, but shall have no vote and make no motions on matters before the Board.

7. The Board of Directors shall further organize itself at its sole discretion to fulfill its duties and carry out its tasks.

8. The Board of Directors may, by majority vote, select a number of Associate Directors to assist it in its work. Associate Directors shall be subscribed to the Board mailing list and may use the title 'Associate Director' (or other title as appropriate and determined by the Board of Directors) in correspondence and other communication. They shall provide advice to the Board of Directors and undertake such tasks as directed by the board, but shall not vote or make motions on matters before the Board.

9. The Board of Directors may, at its discretion and under the criteria set forth, recognize GPA member companies or individuals that have rendered exemplary service to the organization over an extended period of time with a GPA Service Award.

a. The Board of Directors may, by majority vote, award no more than one GPA Service Award during each term of office to an individual or company meeting the following criteria:

1. A General or Associate member in good standing who has rendered consistently extraordinary volunteer service to the GPA over a period of years, furthering the aims, goals, and standing of the organization and exemplifying its ideals.

2. Directors shall not be eligible for consideration for a GPA Service Award until such time as they leave the Board of Directors.

b. The individual or company so selected shall receive a plaque, certificate, or other commemoration as deemed appropriate by the Board as well as a one-time honorarium equal to their next annual dues payment.

c. The Board of Directors shall not be empowered to grant future lifetime memberships or other perpetual dues-free memberships.

B. General Membership

The General Membership shall consist of individuals or companies engaged in the publication or manufacture of products for the adventure and family game industry, or who intend to produce such material(s) within 6 calendar months of joining the GPA. Once approved, members remain on the GPA membership roster until they resign their membership in writing, no longer meet the criteria for membership, are removed for non-payment of dues, or are suspended or removed for code of conduct violations as described in III.B.

1. A publisher or manufacturer in the adventure and family game industry shall, for the purposes of eligibility for General Membership, be defined as any individual or company whose primary business is producing any or all of the following:

a. Roleplaying game products.

b. Board or card games.

c. Gaming accessories, such as dice, dice bags, clothing, and other game-or gamer lifestyle-related merchandise.

d. Magazines or other serial publications whose content is primarily related to adventure and family games or the game industry; also to include online news sites with such content.

e. Any adventure or family game product not listed herein as determined by the Board of Directors to meet the spirit of these criteria.

2. Whether or not the products are produced for profit or are intended for limited or general distribution shall not be a consideration for determining qualification for membership. In addition, whether the products are printed or otherwise physically manufactured or are electronic in nature shall not be a consideration for determining qualification for membership.

3. In the entrepreneurial spirit of the organization, a company shall be considered eligible for membership for the purposes of these Guidelines if it is a sole proprietorship, general or limited partnership, limited liability company or privately held corporation. Publicly held corporations shall be ineligible for General Membership.

4. When the eligibility of a company to become an General Member is in question, the Board of Directors shall vote on the application. Its ruling is final.

5. Only one representative from each company may be listed on the membership roster at one time. The person so listed is the only company representative who shall have voting rights in general elections and special elections held by the GPA, and the only company representative who shall be eligible for nomination for election to the Board of Directors. Companies may designate replacement representatives by submitting such a request in writing on company letterhead signed by a lawful representative of that company.

6. Dues for general members shall be set by majority vote of the Board of Directors. Changes to dues of greater than 10% of the current annual rate shall require ratification by majority vote of the General Membership as described in section IV. No changes to dues shall take effect before Jan.1 of the next calendar year.

C. Associate Membership

The Associate Membership shall consist of individuals or companies actively engaged in one or more aspects of the adventure and family game industry who are not eligible for General Membership. Once approved, members remain on the GPA membership roster until they resign their membership in writing, no longer meet the criteria for membership, are removed for non-payment of dues, or are suspended or removed for code of conduct violations as described in III.B.

1. Individuals or companies actively engaged in one or more aspects of the adventure and family game industry shall, for the purposes of eligibility for Associate Membership, be defined as:

a. Retailers.

b. Distributors.

c. Freelance writers, artists, editors, cartographers, graphic designers, or others working primarily in the adventure and family game industry.

d. Conventions.

e. Printers and print brokers.

f. Publishers or manufacturers who are otherwise ineligible for General Membership as per the criteria set out in II.B.

g. Others not listed herein as determined by the Board of Directors to meet the spirit of these criteria.

2. When the eligibility of a company to become an Associate Member is in question, the Board of Directors shall vote on the application. Its ruling is final.

3. Associate Members shall receive all benefits except those reserved for the General Membership, except as determined by the Board of Directors. In any case, Associate Members shall not receive voting privileges in elections held by the GPA.

4. Dues for associate members shall be set by majority vote of the Board of Directors.

Changes to annual dues of greater than 10% of the current rate shall require ratification by majority vote of the General Membership as described in section IV. No changes to dues shall take effect before Jan.1 of the next calendar year.

III. Conduct

A. Adherence

Members agree as a condition of membership in the Game Publishers Association to adhere to basic standards of professional ethics and behavior.

B. Violations

1. Members who, in the judgment of the Board of Directors, willfully disregard these standards may be censured, suspended, or removed by a four-fifths vote of the Board of Directors.

2. The Board of Directors shall provide formal written notice of its action to the General Membership via the GPA-L, not to exclude the nature of the violation, the action, and the vote, within 24 hours of such action.

3. The member may appeal this sanction to the full General Membership. Those General Members favoring repeal of the sanction may send clear and unambiguous written notice of such by post or electronic means to the full Board of Directors. If the Board shall receive such notice from a majority of the General Membership within 30 calendar days, the sanction shall be repealed.

IV. Voting

A. Elections

1. Annual elections shall be held to elect members to the Board of Directors, to take office October 1 of each calendar year.

a. The Board of Directors shall make official notice of the start of the nominations phase no later than the second Monday in August.

b. Voting shall begin not later than the first Monday in September."

2. The Board of Directors shall post notice of the opening of nominations to the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website. Any nominations in advance of this notice shall be ruled invalid.

a. Nominations must be made in writing and sent publicly to the Game Publishers Association mailing list.

b. Only self-nominations shall be accepted.

c. Only the designated representatives of General Member companies in good standing shall be eligible for nomination. Representatives of General Member companies not in good standing, Associate Members and non-members shall be ineligible for nomination.

d. Nominations shall be accepted for not less than 14 calendar days and not more than 30 calendar days from the notice of the opening of the nominations phase. The Board of Directors shall post the closure of nominations to the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website. Nominations received after the posted close of nominations shall be ruled invalid.

3. If, following the close of nominations, there are fewer than five eligible nominees, the Board of Directors shall be empowered to waive the election and name the nominees as the next board. On taking office, the new Board of Directors shall fill all vacant seats on the board by appointment, as described in II.A.3.

4. The Board of Directors shall prepare a ballot listing the names of all eligible candidates individually in alphabetical order. The Board shall include all voluntarily submitted candidate statements as an addendum to the ballot.

a. An electronic ballot shall be placed on the official GPA website accessible to all General Members.

b. Paper ballots shall be mailed to any General Member on written request, in either paper or electronic form, to the Board of Directors by said member.

5. Members shall be notified of the opening of voting by a public announcement on the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website. Voting shall be open for not less than 14 calendar days and not more than 30 calendar days unless all eligible members shall have voted.

6. Only General Members may vote in the election, with the designated representative for each General Member casting a single ballot consisting of votes for up to five individual candidates. Copies of all votes cast will be sent to the current Board of Directors individually for validation.

7. The Board of Directors shall post the closure of voting to the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website. Ballots cast after the posted close of voting shall be ruled invalid.

8. If two or more candidates shall receive an equal number of valid votes, and this tie affects the outcome of the election, the tie shall be resolved by a new round of voting. The only candidates on the ballot shall be those tied in the previous round of votes, and voting shall be open not less than 7 calendar days. All General Member companies shall be eligible to vote, irrespective of whether they voted in the initial round.

9. The Board of Directors shall announce the results of the election to the members via the GPA mailing list, by private email to the designated representative of each General

Member company, and by prominent notice on the official GPA website within 5 calendar days of the conclusion of voting. Such notice shall include, at minimum, the winners, final vote tallies by candidate, and number of challenged votes. It shall not include the individual votes cast by the General Members.

10. The five candidates receiving the highest numbers of eligible votes shall take office as the new Board of Directors on Oct. 1.

B. General

1. The Board of Directors and General Membership shall be empowered to call a general vote to decide issues of special importance or controversy.

a. The Board of Directors may, at its discretion, schedule a general vote at any time on any topic of its choosing by majority vote of the Board.

b. The General Membership may call for a general vote at any time on any topic of its choosing by submitting a petition or petitions to the Board of Directors. On receiving such a petition or petitions, the Board of Directors shall report to the GPA mailing list on its validity within five calendar days, and, if it shall be deemed valid under the criteria set forth below, schedule a general election on the question.

1. The petition or petitions may be in either paper or electronic form.

2. The petition must clearly and unambiguously state the question to be decided by general vote. It must also state whether the vote shall be binding or advisory in nature.

3. The petition must have verified signatures from not less than a majority of the General Members in good standing at the time. The Board shall verify electronic petitions by contacting the individual signatories for confirmation.

2. The membership shall be notified of a general election and the topic of said election via the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website not less than 7 calendar days before the start of voting.

3. The Board of Directors shall prepare a ballot stating the issue to be decided in the form of a question to be answered yes or no by the voters.

a. An electronic ballot shall be placed on the official GPA website accessible to all General Members.

b. Paper ballots shall be mailed to any General Member on written request, in either paper or electronic form, to the Board of Directors by said member.

4. Members shall be notified of the opening of voting by a public announcement on the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website. Voting shall be open for not less than 14 calendar days and not more than 30 calendar days unless all eligible members shall have voted.

5. Only General Members may vote, with the designated representative for each General Member casting a single ballot. Copies of all votes cast will be sent to the current Board of Directors individually for validation.

6. The Board of Directors shall post the closure of voting to the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website. Ballots cast after the posted close of voting shall be ruled invalid.

7. A tie vote shall be considered as a null result, neither affirming nor rejecting the question at issue. The Board of Directors or members may, at their choosing and as described in IV.B.1., set a further general election on the question.

8. The Board of Directors shall announce the results of the vote to the members via the GPA mailing list, by private email to the designated representative of each General Member company, and by prominent notice on the official GPA website within 5 calendar days of the conclusion of voting. Such notice shall include, at minimum, the result, final vote tally, and number of challenged votes. It shall not include the individual votes cast by the General Members.

V. Ratification and Amendments

1. These Guidelines are hereby ratified and adopted in their original form effective January 15th, 1995, and as amended effective June 1, 2005.

2. Any proposed amendments to these Guidelines shall be ratified by majority vote of the General Membership in a general election (see V.B) before taking effect.

VI. Founding Directors

LUKE AHEARN, Goldtree Enterprises
MARK ARSENAULT, Gold Rush Games
JOLLY BLACKBURN, Alderac Entertainment Inc.
ROGER CARDEN, The Familiar Magazine
CHRISTIAN MOORE, Last Unicorn Games Inc.

Copyright The Game Publishers Assocation and Contributors 2006-2009