These Bylaws shall, at the time they are adopted and ratified, completely supersede and replace any and all existing Bylaws, rules, procedures or other governing precepts of Prydonians of Prynceton Inc. Upon being adopted and ratified as specified herein below, these Bylaws shall be the sole and exclusive operating statutes of Prydonians of Prynceton Inc.
The name of this organization is Prydonians of Prynceton Inc. In these Bylaws, the organization shall be referred to as 'Prydonians of Prynceton Inc.', 'The Prydonians of Prynceton', 'Prydonians of Prynceton', 'The Prydonians', 'the organization', or 'the club'.
The principal office of the organization shall be at a location to be determined by the club's Board of Directors. Such a location must be within the territory of the State of New Jersey.
The organization shall be governed by a Board of Directors to be known as and hereafter referred to in these Bylaws as 'The High Council of the Prydonians of Prynceton' or, simply, 'The High Council'. Members of the High Council will be referred to as 'High Councillors'. Rules for the selection of and duties, powers and responsibilities of the High Councillors shall be set forth in Article VII.
Prydonians of Prynceton Inc. is a science fiction media fan
club.
Prydonians of Prynceton Inc. shall have exclusively social,
educational,
cultural and charitable purposes, and any other purposes not excluded
by N.J.S.A. 15A:1-1, including but not limited to the following:
a) promoting fandom of science fiction television, films and other
media
b) supporting and promoting the broadcasting and other distribution
of science fiction television, films and other media
c) uniting fans of science fiction television, films and other
media
d) providing services and information to the club's members in
accordance with these Bylaws.
e) serving as a social and informational network for the club's
members and for all fans of science fiction television, films
and other media
f) establishing and/or implementing educational activities and/or
supporting charitable causes as appropriate and as recommended
by the High Council and/or other members and as approved by the
High Council
g) cooperating with and/or sharing information with other clubs
and/or organizations that share our goals and ideals, with the
approval of the High Council
h) any and all other purposes consistent with the foregoing as
decided up and approved by the High Council
a) Prydonians of Prynceton Inc. is a not-for-profit organization
under the relevant and applicable statutes of the State of New
Jersey and the Federal Government of the United States of America.
Its properties and assets are irrevocably dedicated to social,
cultural, educational and charitable activities as provided for
in the relevant state and federal statutes. No part of the net
earnings, properties or assets of Prydonians of Prynceton Inc.
shall, on dissolution or otherwise, inure to the benefit of any
private person, indidivual or any member or director of Prydonians
of Prynceton Inc., except that reasonable compensation may be
paid for services rendered and/or expenses incurred, or otherwise
to fulfull the purposes, goals, intentions and ideals set forth
in Article IV.
b) Upon the dissolution of Prydonians of Prynceton Inc., the Board
of Directors shall, after paying or making provision for the payment
of all outstanding debts and/or liabilities of the organization,
transfer all the remaining assets of the organization to Friends
of New Jersey Network, Inc. (CN 777, Trenton, N.J. 08625), a tax-exempt
institution.
a) Membership in the Prydonians of Prynceton is open to anyone
willing to pay the dues as required by the High Council and fulfilling
other requirements as stated herein and elsewhere
b) Membership commences upon the payment to the club of such dues.
Dues money is dedicated to the maintenance and operation of the
club and its activities.
c) Several types of membership are available, including (but not
necessarily limted to): Individual Membership; Family (or Household)
Membership; Honorary Membership; Student/Senior Citizen Membership;
and Gift Membership. Definitions of these (and any other) types
of membership may be issued by the High Council. The High Council
may establish appropriate dues payments for these and other types
of membership.
d) Members are entitled to each issue of the club's newsletter
published during their membership (family/household members receive
only one copy). They are also entitled to other items, services
and/or privileges the High Council may decide.
e) Members in good standing may attend club functions and High
Council meetings. They may serve the club by working on its committees
or in other ways.
f) 'Member in good standing' is defined as a member whose membership
has not expired and who is not under suspension of membership.
For purposes of receiving the newsletter and attending club functions,
honorary members are members in good standing. Suspension of membership
is set forth in Article X.
g) A member may resign from the club at any time and may receive
a prorated refund of his or her remaining dues. Any member who
resigns in good standing may rejoin the club at any later time
upon payment of a new membership fee as applicable.
h) No member may be suspended or expelled except for cause as
defined in Article X of these Bylaws upon unanimous vote of the
High Councillors present at a regularly scheduled meeting of the
High Council at which such suspension or expulsion is discussed.
a) The High Council is the Board of Directors of Prydonians
of Prynceton Inc. The High Council possesses all the powers, rights,
duties and responsibilities customarily possessed by any Board
of Directors of a not-for-profit corporation according to the
relevant and applicable laws of the State of New Jersey. Its members
(hereafter referred to as 'High Councillors' or 'officers') are
the club's only officers. No High Councillor shall be compensated
for his or her services, except that they may be reimbursed by
the club for expenses incurred in the fulfillment of their duties.
b) High Councillors must be members of the club in good standing,
as defined in Article VI section (f). Honorary Members may not
be High Councillors. High Councillors may not serve while unders
suspension of membership or during any period when they have not
paid appropriate dues, if and when applicable. High Councillors
must be at least eighteen (18) years of age at the time they join
the High Council.
c) The number of High Councillors shall be determined by the High
Council; except that the number may not be less than five (5)
nor more than nine (9).
d) The High Council shall be self-perpetuating. New High Councillors
shall be appointed by the existing High Council from the club's
eligible members. Appointment of a new High Councillor shall require
at least a two-thirds vote of the current High Council (except
as noted in section (g) below).
e) A High Councillor may be suspended or expelled from the High
Council by unanimous vote of the other High Councillors for cause,
including (but not limited to): neglect of duty, violating the
club's rules of conduct (see Article X below), not renewing membership
(if and when applicable), taking any action that significantly
harms the club, missing two or more consecutive meetings of the
High Council without explanation or excuse, or other causes.
f) A High Councillor may resign by giving at least sixty (60)
days written notice to the President or Secretary. Any removals
or resignations of a High Councillor will be reported at the next
monthly Assembly and in the next issue of the club's newsletter.
g) A High Councillor who resigns from the High Council may be
reappointed to the High Council at a later date, provided that
he or she is still eligible as defined above in Article VII section
(b). A High Councillor who is expelled from the High Council for
any reason (see Article VII section (e)) may be reappointed to
the High Council only by unanimous vote of the High Council.
h) For legal reasons, the club must have a President, a Treasurer
and a Secretary. The High Council shall designate one of its members
as President, one as Treasurer and one as Secretary. No High Councillor
may hold more than one such designated position at any one time.
All other High Councillors are not required to have specific titles
or functions, although they may, as determined by the High Council.
i) The President shall be
the chief executive officer of Prydonians of Prynceton Inc. He
or she shall preside at all club functions or shall designate
another member to preside. The President shall represent the club
to other clubs and to other organizations with which the club
deals and at other functions at which the club is present. The
High Council may designate others to represent the club in specific
cases. The President shall be appointed by at least a two-thirds
vote of the High Council.
j) The Treasurer shall be
responsible for keeping the club's official financial records.
He or she shall keep, or cause to be kept, a set of financial
books according to relevant statutes and standards. He or she
shall report every month to the High Council and to the club on
the club's financial status. He or she shall maintain, or cause
to be maintained, the club's finances, including (but not limited
to) its bank account(s) and other assets and properties, and shall
be reponsible for paying, or causing to be paid, all legal debts
and other liabilities of the club, out of the club's resources.
The Treasurer shall be appointed by at least a two-thirds vote
of the High Council.
k) The Secretary shall be
responsible for keeping the club's official nonfinancial records.
He or she shall keep, or cause to be kept, the club's records,
including the corporate book and seal and all other official records.
The Secretary shall be responsible for all legally required filings.
He or she shall keep, or cause to be kept, minutes of all High
Council meetings. The Secretary shall be appointed by at least
a two-thirds vote of the High Council.
l) The High Council shall keep, or cause to be kept, a complete,
up-to-date and accurate database (in both paper and electronic
form) of the club's members and other such information neccesary
to the club's operations and activities.
m) The High Council may, at its sole discretion, appoint other
people to perform specific tasks required for the club's operations
or to fulfill the purposes set forth in Article VI. Such appointment
does not by itself or in any other way constitute appointment
to the High Council. Such appointment is only for the express
purpose or task given and not for any other. No compensation shall
be paid for such service, except that reasonable reimbursement
may be made for expenses incurred in the performance of such tasks
requested by the High Council.
n) The club shall bear and accepts no responsibility for nor shall
it be bound in any way by the actions, statements, promises,
undertakings and/or initiatives of any High Councillor or any
other person designated to act on behalf of the club under Article
VII section (m) who is acting outside the scoep of his or her
express, apparent or implied authority under either relevant statute
or any provision of these Bylaws. The club disavows and will accept
no liability for any harm or damage caused by any wrongful action(s)
and/or ultra-vires acts undertaken by any such person that
is not in accordance with these Bylaws.
o) The High Council shall meet once each month at a time and place
to be determined prior to each meeting. No business will be transacted
at any meeting of the High Council in the absence of a quorum,
which is defined as three-fifths of the active High Councillors
at the time of the meeting. Meetings of the High Council shall
be open to any and all members of the club in good standing at
the time of the meeting; however, the High Councillors may, at
their sole discretion, decide to hold on or more executive sessions
during any High Council meeting, at which executive session(s)
only High Councillors may be present. Decisions will normally
be taken bya simple majority vote of the High Councillors present,
except as otherwise noted in these Bylaws.
p) Decisions of the High Council shall, when appropriate, be announced
at club functions and printed in the club's newsletter. Changes
in the membership of the High Council and proposed amendments
to these Bylaws (or additional rules adopted as extensions to
the Bylaws) shall always be announced. However, failure to follow
the provisions of this section shall in no way invalidate any
decision of the High Council.
q) Any member in good standing may bring a matter to the attention
of the High Council by requesting space on the agenda of the next
regularly scheduled High Council meeting. Such a request should
be made to either the President or the Secretary as much in advance
of the next meeting as possible.
The High Council may, at its sole discretion, establish such subsidiary bodies as committees, etc., to assist in the club's operations. Any member in good standing may serve on any and all such bodies, except as otherwise decided by the High Council. Such committees may be headed by any member in good standing, except as otherwise decided by the High Council. Heads of committees need not be High Councillors. Committees may be disbanded by the High Council.
No one except High Councillors or others specifically designated by the High Council may officially and/or legally speak on behalf of Prydonians of Prynceton Inc. for any reason whatsoever. Authorization to non-High Councillors is granted only for the specific reason expressed and not for any other purpose. Any use of the name, logo, publications and/or other property of Prydonians of Prynceton Inc. that is not specifically authorized by the High Council is hereby disavowed and will not be binding on the club, its officers or members. Any use of the name, logo, publicatins and/or other property of Prydonians of Prynceton Inc. must be authorized by the High Council in writing in advance of its use and is only for the express purpose authorized.
Members of the Prydonians of Prynceton are expected to respect
the rights, safety and comfort of others. The High Council will
consider complaints by members or others about the conduct of
members at club functions or other places where their behavior
might infringe upon the rights, safety and/or comfort of members
or others and/or might bring the club itself into disrepute. The
High Council may, at its sole discretion, decide to investigate
such complaints. If the High Council finds such complaint to be
justified, it may, at its sole discretion, reprimand or in some
other way discipline the member who is the subject of the complaint.
Such a member has the right to appeal before the entire High Council.
a) A first complaint that is sustained may result in a simple
reprimand; a second may result in a suspension of membership of
not less than three (3) months; a further sustained complaint
may result in expulsion from the club. Any suspension or expulsion
must be by unanimous vote of the High Councillors present at any
regular meeting of the High Council at which such action is discussed.
b) Any member expelled from the club must wait at least six (6)
months before appealing to rejoin the club. Readmission is solely
at the discretion of the High Council.
a) There will normally be at least one public meeting (usually
referred to as an 'Assembly') of the club every month. During
certain summer months the High Council may, at its sole discretion,
cancel or substitute some other event for the monthy Assembly.
The schedule of meetings and all other functions will be announced
in advance and published in the club's newsletter. Any changes
and/or additions to and/or deletions from this schedule will also
be announced and published as far in advance as possible.
b) All members in good standing may attend any and all club functions;
they may also bring family members, friends and other guests,
as appropriate. At all monthly Assemblies, there will be an 'Official
Business' portion of the meeting at which official club matters
may be discussed. Members shall have the right to make announcements,
ask questions, etc., during this Official Business portion of
the Assembly. High Council decisions shall, where appropriate,
be communicated to members at this time. There may also be programming
at Assemblies. Any member may request time to present appropriate
programming at an Assembly by requesting in advance. Programming
shall be announced and published in advance when possible.
c) In addition, the High Council may, at its sole discretion,
plan and schedule additional events, such as parties, picnics,
outings, etc. These shall be announced and published as much in
advance as possible.
d) Members and all others attend Assemblies and other public club
functions at their own risk. The club will assume no responsibility
and/or liability for any harm or damage sustained by any person
or property present at any club function.
e) Members may offer and agree to host club functions in their
homes or on their property. They do so at their own risk.
a) The club shall publish, or cause to be published, a monthly
newsletter (herein above and below referred to as 'the newsletter').
The newsletter shall contain official club news as well as material
of general informational interest to the club's members pertaining
to the club's purposes.
b) The newsletter staff shall actively solicit and accept contributions
from members and from others qualified to contribute.
c) Each member in good standing shall receive a copy of each issue
of the newsletter published during his or her membership. Family
memberships shall receive a single copy.
d) All contributions to the newsletter become the property of
Prydonians of Prynceton Inc. Rights to contributions revert to
their creators after first publication in the newsletter except:
when such rights have been transferred in writing to Prydonians
of Prynceton Inc.; or when: the club commissioned such contribution,
paid for such contribution, or paid for the materials used to
create such contribution. However, in such cases, the High Council
may, at its sole discretion, decide to return the rights to such
contribution to its creator.
e) Prydonians of Prynceton Inc. retains any and all copyright to
all material actually published in the newsletter. Prydonians
of Prynceton Inc. has established a policy regarding reprinting
or other republication of material originally published in the
newsletter. Interested parties may contact Prydonians of Prynceton
Inc. for a written copy of this policy (which also appears elsewhere
in this Web site). No original contribution (bylined article,
story, or other written work, artwork or photograph) may be reprinted
or republished anywhere else for any reason whatsoever without
the express written permission of the editor or publisher of the
newsletter.
f) The High Council will appoint an editor of the newsletter.
The editor must be a member in good standing of the club at the
time of his or her appointment. The editor is not required to
be a member of the High Council. The editor is responsible only
to the High Councul and shall have first and final say over the
editorial content of the newsletter.
g) The editor may resign by giving at least sixty (60) days written
notice to the President or the Secretary. The editor may be reappointed
at a later date provided he or she is still eligible as defined
in section (f).
h) The editor may be removed from his or her position by a two-thirds
vote of the High Councillors present at a regular meeting of the
High Council at which this is discussed. The editor may be removed
for cause, including (but not limited to): neglect of duty, misuse
of club funds and/or other property; committing a libelous act;
other abuse of powers; and other causes.
a) These Bylaws may be amended by the High
Council upon a four-fifths vote of High Councillors present at
a regular meeting of the High Council at which this is discussed.
Any such amendment(s) must be passed at two (2) consecutive meetings
of the High Council.
b) Any member in good standing may propose an amendment for
consideration
by the High Council.
c) Adoption of such amendment(s) by the High Council will be announced
and published as soon as possible.
a) These bylaws may be amended by action of the High Council.
Any member in good standing may propose an amendment for consideration by the High Council. The High Council, at its sole discretion, may choose not to consider any amendment proposed by a member if they feel that the proposed amendment is frivolous or not in the best interests of the club. If the High Council chooses not to consider a proposed amendment, they will publish it along with their reasons for not considering it.
Any amendment that is going to be considered by the High Council must be published at least 30 days before being considered by the High Council.
[Clarification: "Published" wherever used in this Amendment means being printed in full in the club's newsletter as well as being posted in full on the club's Web site and Internet mailing list.]
b) To be adopted, a proposed amendment must be approved by a minimum of four-fifths of the High Council at two successive regularly scheduled High Council meetings. If a High Councillor cannot be present, he or she can register his or her vote, for or against the proposed amendment, in writing, with the Secretary prior to the meeting. For this purpose only, a quorum at such meeting will not be required, provided that all High Councillors who cannot be present have registered their votes, for or against the proposed amendment, in writing, with the Secretary prior to the meeting.
Adoption or rejction of the amendment will be published as soon as possible after the High Council has voted.
[Clarification: Before adoption of this Amendment to Article XIII, 6 of the 7 High Councillors had to approve a proposed amendment at two successive regularly scheduled High Council meetings for the proposed amendment to be adopted.]
c) Once adopted by the High Council, the amendment must be ratified by the club's membership. Ratification will take place at the next regularly scheduled Assembly, at least 30 days after the second vote of approval by the High Council. All members in good standing may vote to ratify or reject the amendment. Members in good standing present at the Assembly may vote at the Assembly; members in good standing unable to attend the Assembly may vote in writing prior to the meeting, using a procedure to be determined by the High Council at the time the amendment is proposed for consideration and published along with the proposed amendment. Members may vote only once, either in person or by writing.
The amendment will be ratified unless BOTH of the following conditions are met: The amendment must be rejected by a simple majority of all members in good standing voting (50% plus 1 of the votes cast voting against); AND at least ten (10) total votes must be cast (not including High Councillors). If EITHER of these conditions is NOT met, the amendment will automatically be ratified.
Once ratified, the amendment will immediately come into effect. If rejected, the amendment cannot be considered again for at least twelve (12) months to the day from the date of rejection.
[Clarification: The purpose of this section is to give the membership an opportunity to say "No." The adopted amendment will be considered ratified unless rejected by a sufficient number of members to be meaningful. Otherwise, it will automatically be considered ratified.]
d) Ratification or rejection of the amendment by the membership will be published as soon as possible after the membership has voted.
a) The High Council may, at its sole discretion, adopt and
issue additional rules that it deems necessary for the club's
operation, providing such additional rules do not conflict with
or contradict any other part of these Bylaws.
b) Additional rule(s) shall be adopted by a two-thirds vote of
the High Councillors present at any regular meeting of the High
Council at which such rules are proposed.
c) Any such additional rule(s) adopted shall have the force of
any other provision of these Bylaws and shall be announced and
published, when appropriate.
Notwithstanding these Bylaws, no High Councillor or other member of the club can or shall be required by virtue of his office or demand of the membership to perform or cause to be performed any action that would or might violate any statute or ordinance of any jurisdiction in which the club operates or in which the High Councillor or other member resides, is domiciled, or sojourns.
These Bylaws shall take effect and supersede any and all existing Bylaws of Prydonians of Prynceton Inc. upon unanimous approval of the High Council and after being ratified by the membership of the club. The manner of ratification shall be decided upon and approved by the High Council after the Bylaws are approved. The manner of ratification will then be announced and published.