Bylaws

Feel The Burn Productions, Inc.

Initial Adoption on this ____ day of, 2024 and are currently active upon board and membership approval.

ARTICLE I – NAME

The official name of the organization is: “Feel The Burn Productions, Inc.”

ARTICLE II – AUTHORIZATION FOR GOVERNANCE

SECTION 2.1 – INCORPORATION: Feel the Burn Productions Inc. is  Incorporated according to the laws of the State of Oklahoma as a nonprofit organization.

SECTION 2.2 – ARTICLES OF GOVERNANCE: The Articles of Incorporation, Bylaws,

Policies, and Procedures, and other actions of the Board of Directors (henceforth BOD) and/or membership shall govern the Corporation.

SECTION 2.3 – OWNERSHIP OF PROPERTY: All trade names, trademarks, and intellectual property, tangible and intangible, shall be considered property of Feel the Burn Productions Inc.

Section 2.3.a. Trade Names and Trademarks: All trade names and trademarks may be used outside Feel The Burn Production Inc. by express written permission from the President or Vice President and permission must be ratified by BOD at the nearest convenient general meeting.

ARTICLE III LOCATION AND BOUNDARIES

SECTION 3.1 – GEOGRAPHICAL AREA: Feel the Burn Productions Inc. shall serve the geographical area of the seventy-seven (77) counties known as the State of Oklahoma.

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SECTION 3.2 – REGISTERED OFFICE: The registered and physical office of Feel the Burn Productions Inc. shall be 907 E Harrison Ave., Guthrie, OK 73044. 

Section 3.2.a. – Registered Agent: The Registered Agent of Feel the Burn Productions Inc. on file with the Oklahoma Secretary of State Office shall be the President or the Secretary of the BOD. This must be changed whenever the current registered agent leaves the BOD or changes offices outside of President or Secretary.

Section 3.2.b. – Administrative Office: The administrative offices of Feel the Burn Productions Inc.may be located in another city or town in the State of Oklahoma based upon the preference of the BOD of Feel the Burn Productions Inc..

ARTICLE IV – MISSION STATEMENT, GOALS, AND OBJECTIVES

The mission of Feel the Burn Productions Inc. shall be to provide educational, public service, and entertainment events that focus on  sexual freedom. Further, Feel the Burn Productions, Inc. shall function as a social ground centered around the Kink Community. To that end Feel the Burn Productions Inc. shall be an all-inclusive organization that strives to foster educational understanding of the Kink community. Feel the Burn Productions Inc. will act as an organization that brings together businesses and individuals of the LGBTQ+ communities to improve life for the people of Oklahoma.

SECTION 4.1 – Goals of Feel the Burn Productions Inc.:: 

1. Serve as an educational and Social Group for members of the LGBTQ+ Communities.
2. Further Relationships with businesses and organizations with the Feel the Burn Productions Inc.Community.
3. Hold Fundraising functions to benefit Feel the Burn Productions Inc. Community

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SECTION 4.2 – LAWFUL ACTIVITIES: Feel the Burn Productions Inc. shall engage in activities approved by the BOD of Directors, which does not violate or interfere with the lawful acts of activities for which corporations may be organized under the general corporation law of Oklahoma.

SECTION 4.3 – PARTICIPATION WITH OTHER ORGANIZATIONS: In addition to

providing and promoting the activities and events of Feel the Burn Productions Inc., Feel the Burn Productions Inc. shall, when possible, support the events and activities of other organizations as a means of unifying the community in the spirit of serving others.

ARTICLE V BOARD OF DIRECTORS

SECTION 5.1 – BOD GOVERNANCE: The affairs and management of Feel the Burn Productions Inc. shall be under the control of the BOD. The BOD will consist of Executive Members of at minimum President, Vice President, Treasurer, Secretary, one (1) Member-at-Large. Expansion of the Board shall be made in accordance with these by laws ascribed in Section 5.4. 

SECTION 5.2 – BOARD TERMS: BOD shall serve a two (2) year term. BOD

members may be elected to subsequent terms.

SECTION 5.3 – BOARD ELECTION: At the end of an Officer’s term, nominations shall be accepted during a combined meeting of the BOD and General Membership. Said meeting shall occur annually and be called the Nomination and Election meeting. Nominations for these Officers will be accepted from any member of Feel the Burn Productions Inc. in good standing. The election will take place during the annual combined meeting of the BOD and General Membership called the Nomination and Election meeting. Voting procedures shall be governed by the policies and procedures of Feel the Burn Productions Inc.

SECTION 5.4 –OFFICERS OF THE BOD: The Executive Officers of the BOD shall consist of at minimum the President, Vice President, Treasurer, Secretary, and one (1) Member-at-large. Upon simple majority the BOD executive body can be expanded to include to two more the Non-Executive Officers herein referred to as Member(s)-at-Large. Any additional Board positions shall only be by majority of the BOD or changes in these bylaws. The Executive Officers of the BOD shall have the responsibility of acting on behalf of Feel the Burn Productions Inc. on administrative matters and organizational operations.

Section 5.4.a. Vacancy: If a vacancy should occur, the President may, with BOD majority approval, appoint a member of Feel the Burn Productions Inc. to serve for the remainder of the unexpired term. If unable to fill the vacancies then the president would assume the responsibilities of the VP.  VP would assume responsibilities of TR.  TR would assume responsibilities of SEC.

Section 5.4.b. President: The duties of the President are to be performed as outlined in the Policies and Procedures. The President shall preside at all BOD and Combined meetings of the BOD and General membership. Holds one (1) vote.

Section 5.4.c. Vice President: The Vice President shall preside at all BOD and Combined meetings of the BOD and General membership in the absence of the President. The duties of the Vice President are to be performed as outlined in the Policies and Procedures. Holds one (1) vote.

Section 5.4.d. Treasurer: The Treasurer shall be the principal financial Officer of the

corporation. The duties of the Treasurer are to be performed as outlined in the Policies and Procedures. Holds one (1) vote.

Section 5.4.e. Secretary: The Secretary is responsible for maintaining the records of the

organization and for overseeing the flow and execution of all external and internal

communications. The duties of the Secretary are to be performed as outlined in the Policies and Procedures. Holds one (1) vote.

Section 5.4.f. Member(s)-at-Large: The General Membership will elect one (1) Member-

At-Large as needed and at discretion of the Board Feel the Burn Productions Inc.. There will be no more than four (4) Members-At-Large. The duties of the Member(s)-At-Large are to be performed as outlined in the Policies and Procedures. Holds one (1) vote each.

5.4.f-1 Membership Growth: Member(s)-at-Large shall only grow at an annual census of good standing members to take place during the combined meeting of the BOD and membership annual Nomination and Election meeting. Annual census shall be defined as an accounting of all members in good standing.

Section 5.4.j Board Voting Protocol: All Board voting will be by a majority vote unless otherwise outlined in either these bylaws or the Polices and Procedures of Feel the Burn Productions Inc. Majority shall be defined as fifty percent plus one (50% +1).

SECTION 5.5 – MEETINGS AND NOTICE: The BOD shall meet at least six (6) times per year, at an agreed-upon time and place. Special meetings of the BOD may be called upon the request of the President or an Officer of the BOD. Notice of meetings shall be given to each member of the BOD as specified herein. However, any Director may, either be for, at, or after any meeting, waive notice thereof. Any Director, by such Director’s presence at any meeting, shall be deemed to have waived notice of that meeting. Any meeting of the BOD, even without notice, shall be legal and validly held if all members of the BOD are present.

Section 5.5.a. – Virtual Meetings: Members of the BOD or of any Committee thereof,

may participate in a meeting of such BOD or Committee by means of conference telephone, internet, or similar communication that enables all persons participating in the meeting to hear each other. Such participation shall constitute being in person at such meeting.

Section 5.5.b. – Quorum: A majority of the BOD shall constitute a quorum for the

transaction of business or of any other specified item of business.

Section 5.5.c. – Voting: The BOD may vote on any matter either by mail, electronic means or in person according to the laws of the State of Oklahoma.

Section 5.5.d. – Consent to Action: The Directors may act without a meeting if all

Directors consent to the action taken in writing in one (1) or more counterparts. Consent to an action by email message or electronic means does not constitute action taken in writing unless all Directors consenting to such action sign a copy of the email in one (1) or more counterparts and forward the signed copy of the email to the President, as evidence of their consent. If there is a need for an emergency decision and all BOD members cannot be contacted, the President and two (2) other BOD members may consent to the action.

However, the action must be approved according to the regular procedure at the next regular or special BOD meeting.

SECTION 5.8 – REMOVAL FROM OFFICE/ RESIGNATION: A Director may be removed from office by the affirmative vote of two-thirds (2/3rd) of the voting members of the BOD at any scheduled or special meeting called for that purposed. Resignation from the BOD must be in writing and received by the Secretary.

SECTION 5.9 – VACANCIES: If any vacancies occur in the BOD caused by death, resignation, retirement, disqualification, or removal from office, the vacant position shall go through the election procedure or vacancy procedure as outlined herein these Bylaws.

SECTION 5.10 – BOD AUTHORITY: The BOD shall have the final say and be final arbiters in disputes or matters that concern Feel the Burn Productions Inc. internally or externally.

SECTION 5.11 – NOTICE DEFINED: Notice Shall be sufficient if posted to the social media platforms that are open to both public and membership at large. 

ARTICLE VI OPERATIONS

SECTION 6.1 – COMMITTEE FORMATION: The BOD may create committees as needed.

The BOD President shall have the authority to appoint all committee heads with guidance from the Officers of the BOD. A committee chair nor member need not be a BOD member.

SECTION 6.2 – AUDIT COMMITTEE: The Treasurer of the BOD shall chair the Audit

Committee but shall not have voting rights. The Audit Committee shall be comprised of at least four members including the Treasurer, and three members. The primary function of the Audit Committee is to assist the BOD in fulfilling its oversight responsibilities by:

• Reviewing the annual budget of the corporation.

• Reviewing financial reports and other financial information.

• Reviewing and assessing compliance with the corporation’s policies and procedures.

Reviewing the independence and performance of the corporation’s independent auditors and providing an open avenue of communication among the independent auditors, the Feel the Burn Productions Inc.members, and the BOD.

SECTION 6.3 – EMPLOYEES: The BOD may not hire employees.

SECTION 6.4 – AUTHORIZED AGENT: The primary Authorized Agent shall be the President. The treasurer shall function as an authorized agent regarding matters of finance. Further, Only the Executive BOD may empower additional authorization an Officer or an agent of the corporation to enter into any contract or execute and deliver an instrument in the name of and on behalf of the corporation.

ARTICLE VII FINANCES

SECTION 7.1 – APPROPRIATION OF FUNDS: Feel the Burn Productions Inc. shall be empowered to accept, deposit, and acknowledge any and all donations.

SECTION 7.2 – FUNDRAISING ACTIVITIES: Feel the Burn Productions Inc. has the power to engage in any fundraising that is not in violation of Oklahoma not-for-profit corporation laws.

SECTION 7.3 ADMINISTRATION OF FUNDS: Feel the Burn Productions Inc. shall maintain a checking account using an Oklahoma Bank with two (2) authorized signers. The name and location of the said bank will be determined by the BOD. The Corporation shall require at least one (1) signature on all disbursements of corporate funds. Authorized signatories may not reside together, be in a relationship or partnership, or be married.

SECTION 7.4 – AUDIT: A periodic audit, as determined by the BOD, will be conducted of all accounts and financial records of the Feel the Burn Productions Inc.. The auditor will be selected and approved by the BOD. The auditor may not be a member of the BOD but may be a member of the Feel the Burn Productions Inc..

SECTION 7.5 – DESIGNATED ACCOUNTS: The BOD will ensure the deposit of all income into one banking account. Chart of accounts or cost centers will be itemized with income/expense accounts reported monthly.

SECTION 7.6 – MONTHLY FINANCIAL REPORTS: The Treasurer shall provide monthly written or digital financial reports to the BOD. Said viewing and posting of financial reports shall be made available upon request or in accordance with the Policies and Procedures of Feel the Burn Productions Inc.

SECTION 7.7 – ANNUAL REPORT: The BOD will publish an annual report no later than 30 days following the annual close-out meeting. The report will include a year-end financial statement and a report of all annual activities of Feel the Burn Productions Inc.

SECTION 7.7a ANNUAL CLOSE-OUT MEETING: The annual close out meeting shall be the final meeting of the fiscal year. This meeting shall be used to assist the BOD in compiling information necessary for producing the Annual Report and Financial Statements. 

ARTICLE VIII POLICIES AND PROCEDURES

SECTION 8.1 – POLICIES AND PROCEDURES MANUAL: A procedures manual, not in conflict with these Bylaws, shall govern the details of the operation of Feel the Burn Productions Inc. This manual shall be prepared by the Officers of the BOD, who shall also revise it as necessary. This manual and any changes to it must be approved by the BOD. At a minimum it will contain:

1. Detailed duties, responsibilities, formulas, and qualifications for the various Offices and positions held within Feel the Burn Productions Inc.

2. Details of the voting procedures for BOD.

3. Policies and Procedures related to events and activity planning.

4. Formation of Committees and their Purposes.

5. Detailed financial Policies and Procedures.

6. Grievance procedures.

7. Details of the combined Annual BOD and Membership Nomination and Election meeting.

SECTION 8.2 The Policies and Procedures manual may only be changed by a two-thirds (2/3rd) vote of the BOD with said Policies and Procedures presented to the BOD in advance in writing. Issues of procedure not governed by the Bylaws and/or the procedures manual shall be governed by BOD vote of ⅔ majority.

ARTICLE IX MEMBERSHIP

SECTION 9.1 – MEMBERSHIP IN Feel the Burn Productions Inc.: Membership is open to anyone stating an interest in Feel the Burn Productions Inc. who fulfills membership requirements as specified by the Policies and Procedures manual. This corporation will not discriminate against any person for any reason based upon marginalization. General Membership has no voting rights as to changes in structure of bylaws, policies and procedures, and event structures designed by the BOD. The only voting rights retained revolve around election of BOD at annual meeting. 

SECTION 9.2 – ADMISSION OF MEMBERS: Applicants shall be admitted to membership by completing a membership application and paying membership dues. Membership dues may be waived if financial hardship is proven with a majority vote of the BOD.

Section 9.2.a. Membership Denial – Membership may be denied to an applicant if just

cause or complaint is brought forward by a member in good standing. A denial must be

approved by a 2/3 vote of the BOD following review of the cause or complaint.

SECTION 9.3 – FEES AND DUES: The annual dues payable to Feel the Burn Productions Inc. by individual members shall be twenty-five (25) dollars.

SECTION 9.4 – NUMBER OF MEMBERS: There is no limit on the number of members the Feel the Burn Productions Inc. may admit. 

SECTION 9.5 – NON-LIABILITY OF MEMBERS: A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 9.6 – NON-TRANSFERABILITY OF MEMBERSHIP: No member may transfer a membership or any right arising therefrom.

SECTION 9.7 – TERMINATION OF MEMBERSHIP: The membership of a member shall

terminate upon the following occurrence of any of the following events:

1. Upon his or her notice of such termination delivered to the President or Secretary of Feel the Burn Productions Inc. personally, by mail, or electronic means. Such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

2. Failure to provide Feel the Burn Productions Inc. with an updated address and phone number.

3. After providing the member with reasonable written notice and an opportunity to be

heard either orally or in writing, upon a determination by the BOD that the member has

engaged in conduct materially and seriously prejudicial to the interest of the Feel the Burn Productions Inc., as noted in the Policies and Procedures.

4. If Feel the Burn Productions Inc. has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date.

5. As determined in the Policies and Procedures All rights of a member in the Feel the Burn Productions Inc. shall cease on termination of membership as herein provided.

ARTICLE X MEETING OF MEMBERS

SECTION 10.1 – PLACE OF MEETINGS:  Meetings of members shall be held at a

place or places as may be designated by the BOD. Meetings shall occur monthly or by call of a member of the BOD.

SECTION 10.2 – QUORUM FOR MEETINGS: A quorum shall consist of one-half (½) the BOD.  Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the President shall entertain as such a meeting is a motion to adjourn. However, No quorum shall exist unless at least one-half (½) eligible voting members for annual election meeting.

SECTION 10.3 – MAJORITY ACTION AS MEMBERSHIP ACTION: Every act or

decision done or made by a majority of voting members present, in person, at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

SECTION 10.4 – VOTING RIGHTS: Each member in good standing is entitled to one (1) vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be either a voice vote or a written ballot. Voting rights of General members are limited to election only and retains no voting rights as to changes in structure of bylaws, policies and procedures, and event structures designed by the BOD. 

SECTION 10.5 – CONDUCT OF MEETINGS: General Membership meetings shall be presided over by BOD member or committee chair member. Rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, the Policies and Procedure manual, or with provisions of law.

SECTION 10.6 – OPEN MEETINGS: All meetings of Feel the Burn Productions Inc. will be open to the general public. “Open” means that anyone may attend a regular meeting of either body, excluding executive sessions of the BOD, of the organization. Members in good standing may vote upon the issues delegated to them by the voting rights section of these bylaws at Feel the Burn Productions Inc. meetings.

ARTICLE XI DISSOLUTION

SECTION 11.1 – DISSOLUTION: Feel the Burn Productions Inc. may be dissolved by a unanimous vote of all members of the BOD provided that notice of such intent to dissolve is mailed digitally or otherwise to each such director and to each member of the Feel the Burn Productions Inc.with notice of the meeting, at least thirty (30) days prior to the date of the meeting.

SECTION 11.2 – ASSET DISPOSITION: Upon the dissolution of the Feel the Burn Productions Inc., the BOD shall, after paying or making provision for the payment of all of the liabilities, dispose of all the remaining assets of the Feel the Burn Productions Inc. in the manner outlined in the Certificate of Incorporation.

ARTICLE XII INDEMNIFICATION

Every Director and Officer of Feel the Burn Productions Inc., including of all committees of the Feel the Burn Productions Inc. in their performance of their duties, shall be indemnified by the Feel the Burn Productions Inc., and any other person may be indemnified upon the express approval thereof by the BOD, to the extent and in the manor permitted by the laws of the State of Oklahoma and specifically as is permitted under Section 1031 of the Oklahoma General Corporation Act, against all reasonable expenses and liabilities, including counsel fees, necessarily incurred by or imposed upon such indemnity in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation), to which such indemnity may be made a party or in which such person may become involved by reason of being or having been a Director or Officer or Committee member or any settlement thereof, whether or not such person is a Director, Officer, Committee member at the time such expenses are incurred, if such person acted in good faith and in a manager such person reasonably believed to be in or not opposed to the best interests of Feel the Burn Productions Inc.. Saind indemnification shall run in perpetuity as the law allows. Indemnification shall not apply in such cases where the affected Director, Officer, or Committee member is found not to have acted in good faith or in a manner reasonably believed to be in or not opposed to the best interest of Feel the Burn Productions Inc. or where such person is adjudged guilty of willful misfeasance or malfeasance in the performance of such person’s duties. Notwithstanding the forgoing, in the event of a settlement, the indemnification herein shall apply only when the BOD approves such settlement as being in the best interest of theFeel the Burn Productions Inc.. The provision of this Article XII shall be applicable to all actions, suites, and proceedings pending at the adoption hereof or commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof, and shall inure to the benefit of the Heirs, Executors, and Administrators of indemnities referred to in this Article XII. The indemnification provisions set forth in this Article XII shall not inure to the benefit of any indemnitor, insurer, surety, or bonding company.

ARTICLE XIII INSURANCE

Feel the Burn Productions Inc. may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of Feel the Burn Productions Inc. against any liability asserted against such person any incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not Feel the Burn Productions Inc. would have the power to indemnify her/her against such liability under the provisions of Article XII above.

ARTICLE XIV GENERAL PROVISIONS

SECTION 14.2 – FISCAL YEAR: The fiscal year of the Feel the Burn Productions Inc.shall be Jan 1 through December .31.

SECTION 14.3 – SEAL: The Corporate seal shall have inscribed thereon the name of Feel the Burn Productions Inc. and the words “Corporate Seal, Oklahoma.” Said seal may be used by causing it, or a facsimile thereof, to be impressed or reproduced.

SECTION 14.4 – AMENDMENTS: These Bylaws may be amended by a majority vote of the BOD, provided that notice of any proposed amendment shall have been given to all BOD two (2) weeks prior to the meeting of the BOD meeting at which it is voted. 

ARTICLE XVI EXEMPT ACTIVITIES

Notwithstanding any other provision of these Bylaws, no member Director, Officer, Employee, or representative of Feel the Burn Productions, Inc. shall take any action or carry on any activity by or on behalf of the Feel the Burn Productions, Inc. not permitted to be taken or carried on by any organization exempt under Code Section 501(c)(3) or by an organization contribution to which are deductible under Code Section 170(c)(2).

CERTIFICATION

These Bylaws and amendments were approved by the BOD of Feel the Burn Productions, Inc. and the membership on XX/XX/XXXX in accordance with the procedures contained herein.