ARTICLE 1 -OFFICES
Section1: Principal Office
The principal office of the corporation is located in Allegheny County, State of Pennsylvania.
Section2: Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
New Address: 2966 Voelkel Ave, Pittsburgh, PA 15216-2036
Dated: August 1, 2004
Section 3: Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require,and as the board of directors may, from time to time, designate.
ARTICLE 2 – PURPOSE
Section 1: IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2: Specific Objectives and Purposes
The mission of this corporation is to promote awareness of the richness of speculative fiction as literature, art and music; further general education in the sciences and arts, support contributions–both scientific and artistic–to society and to espouse the enjoyment of speculative fiction as literature, art and music with others. The specific purpose of the corporation is to:
1. Provide an environment to allow and promote understanding and exploration of ideas associated with science and speculative fiction in all its forms.
2. Promote recognition by the general public of the richness and variety of the forms of speculative fiction.
3. Sponsor and promote conferences and workshops open to the public to encourage awareness, enjoyment and the creation of speculative fiction in all its forms.
Section 3: Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 4: Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 5: Distribution of Assets
If membership is less than 10 persons, or upon a vote of the majority of the paid members, the corporation can be declared defunct and dissolved. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Specifically, in the event of the corporation being dissolved, all funds remaining shall be donated to the Carnegie Free Library of Pittsburgh (a 501(c)(3) organization), without restriction. Further, the PARSEC library shall be offered to the Carnegie Free Library of Pittsburgh; any books not accepted shall be donated to a recognized charitable institution. Lastly, all archives of the corporation (fanzines, PARSEC publications, back issues of SIGMA, etc.) shall be offered to Hillman Library of the University of Pittsburgh (a 501(c)(3) organization); material remaining can be disposed of at the discretion of the corporate officers.
ARTICLE 3 – DIRECTORS
Section 1. Number
The corporation shall have at least seven (7) directors and collectively they shall be known as the Board of Directors. On the formation of a new Standing Committee, more Directors shall be added to the Board, keeping it always an odd number.
Section 2. Qualifications
Directors shall have reached the age of majority in this state. One Director shall be nominated as a Representing Director from each of the Standing Committees, one from each Committee respectively. No Director shall represent more than one Committee. These Directors shall be empowered to elect at least three (3) at-large Directors. While the Directors representing the Standing Committees are required to be PARSEC members in good standing, the at-large Directors do not necessarily have to be PARSEC members.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Section 4. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation.
c. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
d. Meet at such times and places as required by these Bylaws.
e. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
Section 5. Term of Office
Each director shall have a term of service for a period of two (2) years and will be limited to two (2) consecutive terms. There must be an interval of one (1) year after two (2) consecutive terms before resumption of eligibility for the Board of Directors.
Section 6. Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Section 7. Place Of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.
Section 8. Regular Meetings
Regular meetings of Directors shall beheld at least semi-annually. Other meetings may be scheduled as deemed necessary by the Board. At the last regular meeting of Directors held each year, any positions for at-large Directors that need to be filled for the following year shall be elected by the Board of Directors. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.
Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
a. Regular Meetings. No notice need be given of any regular meeting of the board of directors.
b. Special Meetings. The Secretary of the corporation shall give notice to each director at least one week prior of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or by email, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification or email, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings
A quorum shall consist of a simple majority (51%) of the members of the Board of Directors. At least one at-large Director must be present or represented by proxy.
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action As Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.
Section 14. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, at-large vacancies on the board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, an at-large vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
In the case of a vacancy of a Director from a Standing Committee, the position must be filled by a member of that Committee not already on the Board. The Committee may choose to nominate two candidates for the position, in which case the Board shall vote to elect the representing Director, as with the at-large Director.
Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE 4 – CORPORATE OFFICERS
Section 1. Designation Of Officers
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other such officers with such titles as may be determined from time to time by the Board of Directors.
Section 2. Qualifications
All officers are elected members of the Board of Directors of this corporation.
Section 3. Election and Term of Office
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section 4. Removal and Resignation
The Board of Directors may remove any officer, either with or without cause, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract, which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 6. Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and at the annual meeting of the members of the corporation. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.
Section 7. Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the Board of Directors.
Section 8. Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members in good standing.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.
Section 9. Duties Of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Collect quarterly financial reports from each Treasurer of each Standing Committee for inclusion in corporate quarterly reports.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.
Section 10. Compensation
All service by officers of this corporation are to be considered donations, and will not be compensated by salaries or payment of any kind.
ARTICLE 5 – COMMITTEES
Section 1: Standing Committees
The corporation shall have Standing Committees, which currently consist of:
Program committee, responsible for monthly presentations to educate and entertain the members and open to the public, and for creation and distribution of the monthly newsletter.
Conference committee, responsible for organizing and presenting conferences on Speculative fiction in all its forms, including the 3-day annual conference entitled Confluence.
Workshop Committee, responsible for organizing and conducting workshops for those wishing to learn to write fiction in the speculative genre, including the 10-day annual workshop for teenagers on speculative fiction named Alpha.
Publishing Committee, responsible for collecting, editing, printing, and distributing collections of speculative works of fiction, created as original trade paperbacks, chapbooks, or other media.
Each of these standing committees must have a Chair and a Treasurer, who shall be two distinct persons who must be members of the Corporation in good standing. The Chair or Treasurer of one Committee cannot serve as Chair or Treasurer of another Standing Committee. The Chair or Treasurer can be nominated by the Committee to be the representing Director on the Board; conversely, the Committee can choose to nominate one or more other Committee members, so long as they are members of the Corporation in good standing, to be the representing Director.
The Chair, Treasurer, and representing Director must be approved by the Board of Directors, and can be removed by the Board of Directors. Other officers of the committees can be determined, appointed and dismissed by Committee members as needed. Restrictions on membership in PARSEC are as determined by the Committee.
Section 2. Meetings and Action of Committees
Meetings and action of Committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the Committee and its members for the Board of Directors and its members.
ARTICLE 6 – CORPORATE RECORDS, REPORTS AND SEAL
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board and, of all corporate meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, with names and addresses and the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times.
Section 2. Corporate Seal
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. Directors’ Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporationand shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, otherprovisions of these Bylaws and provisions of law.
Section 4. Members’ Inspection Rights
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
a. To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
b. To inspect at any reasonable time the books, records or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.
Section 5. Right To Copy And Make Extracts
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts, so long as privacy rights are not abrogated. Use of this information must be consistent with the aims and purposes of this organization, and cannot be turned into mailing lists.
Section 6. Periodic Report
The board shall cause an annual report required under law to be prepared and delivered to an office of the state of Pennsylvania, and to be presented to the members at the January corporate membership meeting, held for the purpose ofconducting all annual corporate duties.
ARTICLE 7 – Execution of Instruments, Deposits and Funds
Section 1: Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2: Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, ordersfor the payment of money and other evidence of indebtedness of the corporation up to $10,000 shall be signed by the Treasurer of the Standing Committee and countersigned by the Chair of the Standing Committee. Checks in excess of $10,000 must be signed by the Treasurer of the corporation and countersigned by the President of the corporation. Checks for payment of amounts less than $2000 can be signed by the Treasurer alone (whether Treasurer of the Standing Committee or corporation).
Section 3: Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies orother depositories as the Board of Directors may select.
Section 4: Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposesof this corporation.
Section 5: Fiscal Year
The fiscal year shall be from January first to December thirty-first of each year.
ARTICLE 8 – AMENDMENTS
Section 1 – Articles of Incorporation Amendments
Articles of Incorporation can be amended by the corporate membership if necessary, and requires a majority vote at a corporate membership meeting.
Section 2 – By-Laws Amendments
Any PARSEC member in good standing may move for a change in the corporate by-laws. Amendments to be considered shall be published in the newsletter a minimum of sixty (60) days prior to voting on the amendment. Approval shall be given by an affirmative majority of the membership at a corporate membership meeting, either the annual January corporate meeting or a specially called corporate meeting. The special corporate meeting can either be called by the Board of Directors as specified above, or through a member petition as specified in Article 12.
ARTICLE 9 – INDEMNIFICATION
Section 1 – Reimbursements
There shall be no provision of funds by either cash or check to any individual prior to their expenditure for an authorized purchase on behalf of the corporation. In all cases receipts will be required for reimbursement.
Section 2 – Insurance
The corporation must carry liability insurance.
ARTICLE 10 – CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected bysuch holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charteror other founding document of this corporation filed with an office of this state and used toestablish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shallbe to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE 11 – MEMBERSHIP PROVISIONS of the BYLAWS of PARSEC INC.
Section 1. Determination and Rights of Members
The corporation shall have two classes of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation or provisions of law, all membershipsshall have the same rights, privileges, restrictions and conditions.
Section 2. Qualifications of Members
The qualifications for membership in this corporation are as follows: if the person is under 18, a majority of members of the corporation at a regular meeting must approve the candidate’s qualification.
Section 3. Admission of Members
Applicants shall be admitted to membership upon payment of dues.
Section 4. Fees and Dues
There shall be annual dues payable to the corporation by members as set by the Board of Directors.
Section 5. Number Of Members
There is no limit on the number of members the corporation may admit.
Section 6. Membership Book
The corporation shall keep a membership roster containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.
Section 7. Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation.
Section 8. Nontransferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
Section 9. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
1. Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
2. If this corporation 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, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
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 Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.
All rights of a member in the corporation shall cease on termination of membership as herein provided.
ARTICLE 12 – CORPORATE MEETINGS OF MEMBERS
Section 1. Place of Meetings
Meetings of members shall be held atthe principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.
Section 2. Regular Meetings
A regular meeting of members shall be held on the second Saturday in January for the purpose of transacting such business as may come before the meeting. Each voting member shall cast one vote for him or herself. A vote by proxy is allowed, so long as it is received by the Secretary of the Board of Directors before the vote is taken. Voting may be by voice, unless the presiding officer deems a written ballot to be necessary.
Section 3. Special Meetings of Members
Special meetings of the members shall be called by the Board of Directors or the President of the corporation, or, if different, by the persons specifically authorized under the laws of thisstate to call special meetings of the members.
Any member in good standing may call a special corporate meeting by presentation of a petition signed by a simple majority (51%) of members to a member of the Board of Directors.
Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws or provisions of law, notice stating the place, day and hour of the meeting and, in the case of aspecial meeting, the purpose or purposes for which the meeting is called, shall be delivered notless than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or theSecretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of thefirst facsimile transmission.
Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 5. Quorum for Meetings
A quorum shall consist of 10% of the voting members of the corporation, or 25 members, whichever is greater. Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members atany meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 6. Majority Action As MembershipAction
Every act or decision done or made by a majority of voting members present in person or by proxy 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 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote, or a count of hands if determined necessary by the chair of the meeting.
Section 8. Action by Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any regular or special meeting of members may be takenwithout a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:
1. Set forth the proposed action;
2. Provide an opportunity to specify approval or disapproval of each proposal;
3. Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
4. Shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.
Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at ameeting authorizing the action, and the number of approvals equals or exceeds the number of votes that wouldbe required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.
Section 9. Conduct of Meetings
All Corporation meetings of members shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, inthe absence of all of these persons, by a Chairperson chosen by a majority of the voting memberspresent at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presidingofficer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articlesof Incorporation, these Bylaws or with provisions of law.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 13 preceding pages, as the Bylaws of this corporation.