Bylaws — Outline (DRAFT)

Status: Draft outline. Replace with adopted bylaws after counsel review and board approval. Track changes via PR with at least one officer approval.

ARTICLE I — NAME, OFFICES, AND PURPOSE
  1.1 Name: Ganjier Guild
  1.2 Principal office: [Maine or Minnesota address — to be determined]
  1.3 Purpose: To promote the common business interests of cannabis
      professionals through education, certification, standards, and
      community, qualifying as a business league under IRC §501(c)(6).

ARTICLE II — MEMBERSHIP
  2.1 Classes: Friend of the Guild (free), Community Education Member,
      and Certified Ganjier Member. Additional classes (student,
      educator, business, industry partner) may be added by board
      action and bylaw amendment.
  2.2 Eligibility for each class.
  2.3 Dues, payment, late, and grace.
  2.4 Voting rights by class.
  2.5 Termination, suspension, expulsion, and reinstatement.
  2.6 Annual member meeting.

ARTICLE III — BOARD OF DIRECTORS
  3.1 Number: 5–13. Initial 5–9.
  3.2 Composition rule: no industry segment > 40% of seats.
  3.3 Election by Certified Ganjier and above.
  3.4 Term: 3 years staggered; max two consecutive terms.
  3.5 Vacancies filled by board majority for unexpired term.
  3.6 Removal for cause by 2/3 board vote.
  3.7 Meetings: 6 minimum/year; quorum = majority.
  3.8 Action without meeting / electronic.
  3.9 Compensation: none; expense reimbursement.

ARTICLE IV — OFFICERS
  4.1 Chair, Vice Chair, Secretary, Treasurer.
  4.2 Election annually by board.
  4.3 Duties of each.

ARTICLE V — COMMITTEES
  5.1 Standing: Governance, Finance, Membership, Education, Ethics,
      Events, Communications.
      [Note: Draft charters reorganize these into seven peer-aligned
       committees — Audit & Finance, Nominating & Governance,
       Membership & Ethics, Education & Certification, Events,
       Communications, Advocacy. See `governance/committees/` for
       full charters and the reconciliation note. Article V will be
       updated to match before adoption.]
  5.2 Ad hoc committees authorized by board.
  5.3 Charters and reporting. [Per-committee charters at
      `governance/committees/`.]

ARTICLE VI — STAFF
  6.1 Executive Director: hired by board, evaluated annually.
  6.2 Delegation of authority within budget.

ARTICLE VII — INDEMNIFICATION
  7.1 Mandatory indemnification of directors, officers, employees,
      volunteers to fullest extent of state law (Maine Title 13-B or
      Minnesota Chapter 317A).

ARTICLE VIII — CONFLICTS OF INTEREST
  8.1 Annual disclosure required.
  8.2 Recusal procedure.
  8.3 Documentation in minutes.

ARTICLE IX — BOOKS, RECORDS, FISCAL YEAR
  9.1 Fiscal year: [Jan 1–Dec 31] or [other].
  9.2 Audit/review thresholds.
  9.3 Document retention.

ARTICLE X — AMENDMENTS
  10.1 By 2/3 board vote; certain articles require member ratification.

ARTICLE XI — DISSOLUTION
  11.1 Upon dissolution, assets distributed to one or more 501(c)(3) or
       501(c)(6) organizations with similar purposes.

See full governance design rationale in ../blueprint/launch-blueprint.md, Section 4.