1. NAME AND ORGANIZATION: The name of this organization
shall be "Hot Boots", and it shall be organized and operated under the laws of the State of California. Hot Boots shall
operate as a "social organization" as described by section 23701g of the California Revenue and Taxation Code, and as
a "club organized for pleasure, recreation, and other nonprofitable purposes" as described by section 501(c)(7) of the
Internal Revenue Code. The organization may for financial reasons choose not to apply for exemptions under such
revenue codes, although it is to operate in accordance with the intent of such code sections. The organization shall
operate as an unincorporated association under Title 3 of the California Corporations Code, Sections 18000-18420,
although it may choose to incorporate at any time.
2. PURPOSE: The purpose of the organization shall be to operate
an Internet community to provide entertainment, information, social connections, and support for bootmen.
2a. BOOTMAN DEFINED: For the purposes of this Constitution,
a "bootman" is a man for whom one of his major interests is men's boots or men who wear boots. Although these
individuals must be men and have their interests in masculine attributes of boots and men, there is no sexual orientation
requirement to meet this definition.
3. TRUSTEES: The Organization shall be operated by a group
which shall be called the "Trustees" and which shall hold legal title to all Organization assets. The Trustees shall exercise
all powers customarily operated by a "board of directors". To avoid confusion with one of the organization's main
activities, running a web board which is already called "the board", the Trustees shall not be referred to as "the board"
or "the board of directors". The Trustees shall provide general oversight of the Organization's operation, leaving routine
decisions to the Committees described below unless the Trustees opt in specific cases or areas to make such decisions.
3a. QUALIFICATIONS OF TRUSTEES: Trustees shall be "bootmen"
as described in paragraph 2a and "active in management" as described in paragraph 8 of this Constitution. Their being
active in management must have been continuous for the six months prior to their election, and if being reelected, they
must have been active with Trustee work as well as work of one or more Committees of the Organization.
3b. TERM OF TRUSTEES: Trustees shall serve for one year, with
each term starting on the first day of March of each year.
3c. ELECTION OF TRUSTEES: Trustees for each upcoming term
shall be elected by the Trustees serving in the previous term, during the final month of such term. There is no specified
number of Trustees; all those Committee workers who are qualified are eligible to be candidates for election.
3d. OFFICERS: The Trustees shall elect from among themselves
three Officers - President, Secretary, and Treasurer. Each Officer shall have the duties attributed to his office by custom
or law. Officers shall serve at the pleasure of the Trustees. The secretary may take minutes of proceedings, but these
may be forgone if documented on the site or in archives of mail lists.
3e. ADDITIONAL RESPONSIBILITIES OF THE PRESIDENT: The
President shall plan, coordinate, and preside over activities of the Trustees and Committees to the extent that such is
required. The President may designate particular individuals to perform particular tasks within Committees where he
determines this is more efficient than having the entire Committee do that work. The President shall proclaim the results
of all votes as soon as it is clear they have passed or failed.
3f. POWERS RESERVED TO TRUSTEES: The Trustees shall appoint
and remove all Committee members, who shall serve at the Trustees' pleasure. The Trustees shall remove Committee
members who cease to be qualified, cease to work, or are no longer needed. The Trustees shall have the sole authority
on behalf of the Organization to approve the taking of legal action, the filing of forms or other material with government
agencies or entities, the establishing of legal policies, or the signing of contracts. The Trustees may establish levels or
areas of access to the site and shall have the sole authority to approve who shall have access, or lose access, into each
level or area. Under no circumstances shall anyone be given access to any restricted part of the site without an approval
vote of the Trustees.
3g. IDENTIFICATION OF TRUSTEES: Each Trustee must submit
the following to the Secretary for the organization's records and keep it current:
a. legal first and last names
b. physical street address (not Post Office box)
c. telephone number
d. email address
Each Trustee will be identified on the site with a portrait photo and his name, which may consist of first and last
names or first name and screen name.
4. MEMBERS: The Organization shall not have members. Although
users of the Organization's facilities may be enrolled in Committees or listed in a directory of users, such users shall not
be considered "members" in a legal sense.
5. TECHNICAL COMMITTEE: The Trustees shall appoint persons
as needed to serve on a Technical Committee, which shall provide programming, system administration, and other
webmastering skills requiring complete and total access to the site. The Technical Committee may assist users with
technical problems and provide a general technical FAQ for the users' use. The Technical Committee shall be responsible
for the site's daily technical performance.
5a. TECHNICAL CHIEF: The Trustees may designate one member
of the Technical Committee to serve as its Chief, to coordinate the Committee's work among its members to assure the
Committee's smooth operation. The Technical Chief shall take his direction from the President, or the Trustees if they
choose to give him direction.
6. MODERATION COMMITTEE (MODERATORS) and CONTENT COMMITTEE:
Although the final power of the Organization rests in the Trustees, its daily operation concerning content shall be performed
by these two Committees. Moderators shall oversee material created and posted by users, and the Content Committee shall
create and post other material.
6a. QUALIFICATIONS OF MODERATORS: Moderators shall be
"bootmen" as defined in paragraph 2a and once appointed they shall remain "active in management" as described in
paragraph 8 of this Constitution. Moderators shall also remain active in the web community (social networking aspects
of the site) while they serve as Moderators.
6b. APPOINTMENT OF MODERATORS: Existing Moderators shall
submit candidates to the Trustees for approval as they feel they need them. Candidates shall be invited based upon research
by existing Moderators; applications for Moderator positions shall not be sought nor entertained. Candidates must have
been continually active in the Organization's web community for the six months prior to their appointment. Of primary
concern shall be a prospective Moderator's level of activity coupled with an ability to get along and work with others.
Geographical and generational balance and acquisition of technical skills for the overall Moderators group may be
considered but the activity of candidates shall be of primary concern.
6c. REMOVAL OF MODERATORS: The Trustees shall remove
Moderators who cease to be qualified. At least annually the Trustees shall survey activity of individual Moderators to
assure they are "active in management" as described in paragraph 8 of this Constitution and also active in the web
6d. POWERS AND DUTIES OF MODERATORS: Moderators shall
be responsible for the day in and day out operation of the Organization's web community. Moderators shall make rules
for user participation including the definition of appropriate material and appropriate behavior, may pre-screen selected
material submitted by users, and shall remove inappropriate material. Moderators may develop documents spelling out
internal procedures and policies to assist them in rendering consistent decisions. Moderators shall decide "gray area"
questions concerning submitted material. Moderators may subject selected users to Moderator scrutiny or may ban
such users altogether for misbehavior, for submission of inappropriate material, or for use of far more than their fair
share of moderation resources ("high-maintenance people").
6e. CONTENT COMMITTEE: The Trustees shall appoint persons
as needed to serve on a Content Committee, which shall collect information for the site and prepare web pages to publish it.
7. REQUIREMENT THAT TRUSTEES AND CERTAIN COMMITTEE MEMBERS BE
BOOTMEN: To assure that the Organization is attuned to the entertainment, information, social, and support
needs and culture of bootmen, the following shall all be bootmen: Trustees, Moderation Committee, and Content Committee.
8. REQUIREMENT THAT TRUSTEES AND COMMITTEE MEMBERS BE ACTIVE IN
MANAGEMENT: It is the nature of a web community that people come and go, often being very active for a time
but then losing interest. To assure that the Organization is run by people still involved, Trustees and Committee members
must remain active in management. "Active in management" shall be defined as the day in and day out actual doing of work,
that work being on one or more Committees of the organization: clearing held posts, removal of inappropriate material,
publication and management of material on the Organization's web site, maintenance of software, performance of system
administration work, issuance of passwords, repair of file corruptions, research of security breaches, management of the
Organization's funds, communications with users and others on the Organization's behalf, participation in management
discussion and voting, and the like. "Active in management" time shall not include time 'backseat driving' - hanging around
to comment on the manner of doing work without ever doing much oneself. Because of the intermittent nature of technical
and content work, the Trustees may use different criteria than that used to evaluate Moderators, in determining whether a
Technical or Content worker is "active".
9. BYLAWS: The Trustees may issue Bylaws which spell out
procedures or more narrowly define concepts specified in this Constitution. Bylaws may be amended by a majority of
Trustees voting on any changes.
10. CONTINUOUS MEETINGS: The Trustees and Moderators shall
hold all meetings on line, and both bodies shall be deemed to be in session at all times (24/7) without any requirement for
a quorum. All votes shall be open for discussion for two days and for voting for two days, except for the exceptions in
paragraphs 10a and 10b:
10a. Amendments to the Constitution shall be open for discussion for seven days and for voting for seven days.
10b. Votes that deal with a specific and urgent problem and won't affect general or ongoing matters may be shortened to
the extent urgency requires, and discussion of such matters may be shortened or forgone if the maker of the motion
determines that adequate discussion was had before the motion was made.
11. INFORMAL MEETINGS: The President shall bring together the
members of the Content Committee and the Technical Chief shall bring together members of the Technical Committee
whenever planning or coordination of the work of these Committees may require.
12. CONFIDENTIALITY: All communications of Organization
business, all passwords, and all site software or other material not ordinarily viewable without passwords shall be deemed
confidential, and no person given access to the site or Organization mail lists shall divulge the contents therein to any
person not involved in Organization business and having an Organizationally recognized need for such information. The
requirement to maintain confidentiality continues into the future beyond the time one leaves his post or leaves the
13. LOYALTY: All persons performing duties for the Organization
shall do so solely in the best interests of the Organization. Commission of acts inimical to the Organization's interests
shall subject the individual to immediate removal from all duties and positions with the Organization as well as any other
remedies available to the Organization by law. If any removal action is to be delayed to allow for discussion or allow the
subject of the action an opportunity to be heard, site access may nevertheless be temporarily suspended for that person
until final decision is made.
14. AMENDMENTS: This Constitution may be amended upon the
affirmative vote of 2/3 of Trustees choosing to vote on such changes. Amendment of other documents may be made by
a majority of those among eligible voters choosing to vote on such changes.