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Several people starting fan clubs and looking for advice about how to do it legally have asked me whether they could read the bylaws of KMAS, Inc., a.k.a. the Kate Mulgrew Appreciation Society, Kate Mulgrew's official fan club from spring 1995 through spring 2000. These were drafted by attorney Mary P. Taylor, then-secretary of KMAS, and amended by the Board of Directors. They are viewable by the public under Maryland law, but it's easier to read them here than to request them from the tax office. Each state has slightly different requirements, so make sure you request the appropriate paperwork before beginning to write your own bylaws. BYLAWS OF KMAS, INC., A STATE OF MARYLAND NON-STOCK CORPORATION
Section 2. KMAS is organized under Section 501(c)(7) of the Internal Revenue Code and operated exclusively for the pleasure, recreation and social enjoyment of its members. No part of its net earnings inures to the benefit of any private shareholder. KMAS is a social and recreational club which is supported solely by membership dues and club activities. The corporation has no authority to issue capital stock. Section 3. The purpose of KMAS is to educate the public and club members about the career of Kate Mulgrew; to support charities endorsed by Kate Mulgrew; to bring together people who share these interests and promote a spirit of learning and participation among them; to sponsor formal meetings and informational events to further the club's purposes; and to publish the club newsletter "Now Voyager" and other amateur periodicals dedicated to furthering the club's purposes.
Section 2. KMAS may also have offices at such other places both within and without the State of Maryland as the board of directors may from time to time determine or the business of the corporation may require.
Section 2. Membership Database. KMAS shall maintain a membership database containing the name and address of each member and the class of membership to which he or she belongs. Whenever a membership is terminated, that information shall be recorded in the data base.
Section 2. Rights and Privileges of Directors. Directors are required to pay annual dues, and are entitled to receive all issues of "Now Voyager" or any other publications of KMAS which are provided to members and are published during the twelve months in which they join. Directors shall have such additional rights and privileges as may be provided, modified and terminated from time to time by action of the Board of Directors. Section 3. Termination of Director Membership. Except for the Director Membership of the Incorporator, Director Membership may be revoked for non-payment of dues or for any cause deemed sufficient by majority vote of the Board of Directors. Director Membership of the Incorporator may be revoked only for non-payment of dues. Before a person's membership is revoked for other than non-payment of dues, he/she shall be informed in writing of the proposed revocation and the reasons therefor, and given thirty (30) days in which to respond to the Board of Directors. The dues of a member who resigns or whose membership is revoked during the year will be refunded on a prorated bases, if the member so requests in writing.
Section 2. Admittance to General Membership. Eligible persons shall be admitted to General Membership for one (1) publishing year upon payment of annual dues for General Members. Annual dues shall be determined by the Board of Directors. Membership may be refused for any cause deemed sufficient by a majority vote of the Board of Directors. Section 3. Rights and Privileges of General Members. General Members are entitled to receive all issues of "Now Voyager" or any other print publications of KMAS which are provided to members and are published during the twelve months in which they join. General Members shall have such additional rights and privileges as may be provided, modified and terminated from time to time by action of the Board of Directors. Section 4. Termination of General Membership. General Membership may be revoked for non-payment of dues or for any cause deemed sufficient by a majority vote of the board of directors. Before a person's membership is revoked for other than non-payment of dues, he/she shall be informed in writing of the proposed revocation and the reasons therefor, and given thirty (30) days in which to respond to the Board of Directors. During this time, certain privileges of membership may be temporarily revoked by action of the Board of Directors. The dues of a member who resigns or whose membership is revoked during the year will be refunded on a prorated bases, if the member so requests in writing.
Section 2. Admittance to Family Membership. Eligible persons shall be admitted to Family Membership for one (1) publishing year upon payment of annual dues for Family Members. Annual dues shall be determined by the Board of Directors. Membership may be refused for any cause deemed sufficient by a majority vote of the Board of Directors. Section 3. Rights and Privileges of Family Members. Each Family Membership household is entitled to receive a single copy of all issues of "Now Voyager" or any other print publications of KMAS which are provided to members and are published during the twelve months in which they join, as well as one membership packet and a single copy of any additional materials. Family Members shall have such additional rights and privileges as may be provided, modified and terminated from time to time by action of the Board of Directors. Section 4. Termination of Family Membership. Family Membership may be revoked for non-payment of dues or for any cause deemed sufficient by a majority vote of the Board of Directors. Before a person's membership is revoked for other than non-payment of dues, he/she shall be informed in writing of the proposed revocation and the reasons therefor, and given thirty (30) days in which to respond to the Board of Directors. During this time, certain privileges of membership may be temporarily revoked by action of the Board of Directors. The dues of a member who resigns or whose membership is revoked during the year will be refunded on a prorated bases, if the member so requests in writing.
Section 2. Admittance to Honorary Membership. Eligible persons and or organizations shall be admitted to Honorary Membership for one (1) publishing year upon nomination by the President and subsequent action of Section 3. Rights and Privileges of Honorary Members. Honorary Members are entitled to receive all issues of "Now Voyager" or any other print publications of KMAS which are provided to members and are published during the twelve months in which they join. Honorary Members may have such additional rights and privileges as may be provided, modified and terminated from time to time by action of the Board of Directors. Section 4. Termination of Honorary Membership. Honorary Membership may be revoked for any cause deemed sufficient by the Board of Directors. Before a person's membership is revoked, he/she shall be informed in writing of the proposed revocation and the reasons therefor, and given thirty (30) days in which to respond to the Board of Directors. During this time, all privileges of membership may be temporarily revoked by action of the Board of Directors.
Section 2. Vacancies. Vacancies shall be filled by election among a majority of the remaining Directors, though less than a quorum, and each person so elected shall be a Director until his successor is elected by the Board of Directors who may make such an election at the next annual meeting of the Board of Directors or at a special meeting duly called for that purpose. Directors may not vote on their own successors. Section 3. Business. The business of KMAS shall be managed by its Board of Directors which may exercise all powers of the corporation, and do all lawful acts. Section 4. Compensation of Directors. Directors shall not receive any stated salary for their services but, by resolution of the board, a fixed sum and expenses of attendance if any, may be allowed for attendance at each regular or special meeting of the board, provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Section 5. Removal of Directors. Any individual Director may be removed from office by a majority vote of the remaining Directors. Before a Directorship is revoked for other than non-payment of dues, he/she shall be informed in writing of the proposed revocation and the reasons therefor, and given fifteen (15) days in which to respond to the Board of Directors. In case one or more directors be so removed, new directors may be elected at the same meeting.
Section 2. An annual meeting of the Board of Directors shall be held at such time and place as the Directors may determine, during which meeting Directors shall transact such business as may properly be brought before the meeting. Section 3. Special meetings of the Directors for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the president or a majority of the Board of Directors, upon written request delivered to the secretary of the corporation. Such request shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request it shall be the duty of the secretary to call a special meeting of the Board of Directors to be held at such time, not more than sixty days thereafter, as the secretary may fix. If the membership secretary shall neglect to issue such call, the person or persons making the request may issue the call. Section 4. Written notice of every meeting of the Board of Directors, specifying the place, date, and hour and the general nature of the business of the meeting, shall be served upon or mailed, postage prepaid, or delivered electronically or via fax, at least five days prior to the meeting unless a greater period of notice is required by statute, to each member entitled to vote thereat. Section 5. The secretary shall make and keep current a complete list of the Directors entitled to vote at the meeting, arranged in alphabetical order, which shall be kept in a database at the registered office of the corporation. Such list shall also be produced and kept open at the time and place of meeting and shall be subject to the inspection of any Director during the whole time of the meeting. Section 6. Business transacted at all special meetings of Directors shall be limited to the purposes stated in the notice unless otherwise agreed by all the directors at such meeting. Section 7. Directors may vote by proxy provided such proxy shall be executed in writing by the Directors or his/her duly authorized attorney-in-fact and is filed with the membership secretary of the corporation. No proxy shall be valid after eleven months from the date of its execution unless a longer time is expressly provided therein, but in no event shall a proxy be voted on after three years from its date of execution. Section 8. A majority of the Directors entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Directors for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation or by these Bylaws. The Directors present in person or by proxy at a duly convened meeting can continue to do business until adjournment, notwithstanding withdrawal of enough Directors to leave less than a quorum. If any meeting of the Board of Directors cannot be organized because a quorum has not attended, the Directors entitled to vote thereat, present in person or by proxy, shall have the power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings shall constitute a quorum for the purpose of election of directors. In the case of a meeting called for any other purpose, those who attend the second of such adjourned meeting shall constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting, provided the notice given of such second adjourned meeting stated that those Directors who attend shall constitute a quorum for the purpose of acting upon such matter. Section 9. When a quorum is present or represented at any meeting, the vote of a majority of those present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Each Director shall at every meeting of the Board of Directors be entitled to one vote in person or by proxy. One or more Directors may participate in a meeting of the Board of Directors by means of conference telephone, electronic mail or chat, or similar communications equipment by means of which all persons participating in the meeting can hear or see the writing of each other. Section 11. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by a majority of the Directors who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation. A Director's typed signature sent to the Secretary via electronic mail or fax shall be considered a valid signature for all purposes of these By-Laws.
Section 2. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 3. The officers of KMAS shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of all of the Board of Directors, excluding the Director being removed from office.
Section 2. The President shall sign contracts that require a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of KMAS. Section 3. Along with the Treasurer, the President shall have custody of the funds of KMAS, and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. Section 4. The President shall have discretion to nominate honorary members of KMAS, and to exchange newsletters and invitations to KMAS member events with the officers of other sanctioned fan clubs. The President shall notify all other Directors of any changes, additions or revocations of honorary memberships on or before the following board meeting, or within 2 weeks of the change, whichever comes first.
Section 2. All Secretaries shall submit their reports to the Vice President, who will maintain records of all meetings of the Board of Directors and all proceedings of the meetings of the corporation.
Section 1. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the meetings of the corporation and of the Board of Directors, and shall perform like duties for meetings of the executive officers when required. He/she shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. Section 2. The Secretary will submit all minutes of meetings of the Board of Directors and of the executive officers to the Vice President. Section 3. The Secretary shall be responsible for maintaining the database of member addresses and the dates of members' new and renewal dues payments. The Secretary shall be responsible, along with the President, for answering inquiries about KMAS from prospective members or media contacts. Section 4. The Assistant Secretary or, if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 5. The Assistant Secretary or, if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in the absence or disability of the Membership Secretary, perform the duties and exercise the powers of the Membership Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 2. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the President and the Board of Directors at its regular meetings or when the Board of Directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
Section 2. Expenses incurred in defending a civil or criminal action, suit or proceeding of the kind described in Section 1 of this Article shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking, by or on behalf of the person who may be entitled to indemnification under that Section, to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Section 3. The indemnification and advancement of expenses provided in this Article shall continue as to a person who has ceased to be a director or officer of the corporation, or who has ceased to serve in any other capacity described in Section 1 of this Article, and such indemnification and advancement of expenses shall inure to the benefit of the heirs, executors and administrators of such a person. Section 4. Nothing herein contained shall be construed as limiting the power or obligation of the corporation to indemnify any person in accordance with the laws of the State of Maryland, as amended from time to time. The indemnification and advancement of expenses provided under this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of the Board of Directors or directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. Section 5. KMAS shall also indemnify any person against expenses, including attorneys fees, actually and reasonably incurred by such person in enforcing any right to indemnification under this Article, under the laws of the State of Maryland.
Section 2. Interested Directors. No contract or transaction between the corporation and one or more of its Directors or Officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or Officers are also Directors or Officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the Director or Officer is present at or participates in the meeting of the board which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose, if: (a) The material facts as to his/her interest and as to the contract or transaction are disclosed or known to the Board of Directors and the Board in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested Director or Directors; or (b) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the Board of Directors. Section 3. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes a contract or transaction in the preceding section. Section 4. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. Section 6. Annual Report of Directors. (a) The Board of Directors shall present annually a report, verified by the President and Treasurer, showing in appropriate detail the following: (i) The assets and liabilities, including trust funds, of the corporation as of the end of the immediately preceding fiscal year. (ii) The principal changes in assets and liabilities, including trust funds, during the immediately preceding year. (iii) The revenue or receipts of the corporation for the immediately preceding year, including separate data for each trust fund held by or for the corporation. (iv) The expenses or disbursements for the immediately preceding year, including separate data for each trust fund held by or for the corporation. (v) The number of Directors as of the date of the report, together with a statement of increase or decrease in such number for the immediately preceding year and the location where the names and addresses of current Directors may be obtained. (vi) A list of honorary members of KMAS, together with a statement of increase or decrease in such number for the immediately preceding year. (b) The annual report shall be filed with the minutes of the annual meeting of the Board of Directors. (c) Any club member may request a printed or electronic copy of the annual report.
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