Social or Recreation Club
By Laws of The Continuing Committee
The name of this corporation, which is a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Washington, is The Continuing Committee (hereinafter “Corporation”).
The principal office of this Corporation shall be situated in the State of Washington at 1441 52ND STREET NE, AUBURN, WA, 98002, USA. The Corporation may also have such other offices as the Board of Directors determines from time to time.
The Corporation is organized and operated for the following general purposes:
Exclusively as a social club organized and operated for the pleasure and recreation of its members within the meaning of section 501(c)(7) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law.
To exercise the rights, powers, duties, and authority of a nonprofit corporation organized under the Nonprofit Corporation Act of the State of Washington which are consistent with the preceding paragraph.
The Corporation shall not engage in the business of making its social and recreational facilities available to the general public. Further, the Corporation shall not make any solicitation of the general public to utilize club facilities.
The specific purposes of the Corporation include, without limitation, the following:
Provide logistical support and development of the Star Trek Customizable Card Games (STCCG) originally created by Decipher, Inc. and the community of players of those games. This shall include all three sub-groups of the STCCG: First Edition, Second Edition and Tribbles.
Maintain standard rules and formats, as well as a tournament system, to allow members to organize and participate in competitive events playing the STCCG.
Create new content for the STCCG, in the form of new cards, as well as provide support to previously released content in the form of errata, tournament formats, etc.
The members of the Corporation shall consist of such persons as 1) apply for membership on a form approved by the Board of Directors; 2) subscribe to the purposes and goals of the Corporation; 3) agree to abide by the Bylaws of the Corporation as amended from time to time; and 4) follow the Code of Conduct as posted on the website and 5) abide by the Organized Play Guide at tournaments.
Any individual may be a member of the Corporation who visits the Corporation’s website with the express purpose of becoming a member. There are no geographic, legal, or biological requirements to membership, except those required by a member’s local, regional, or national governments. Members in good standing are those whose rights as members of the Corporation are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws.
A Voting Member shall be defined as any person who has an active premium membership and who is in good standing. Unless otherwise specified, the rights of membership are only bestowed upon voting members.
A Non-Voting Member is any member of the corporation that is not a voting member. Non-Voting Members can become Voting Members by meeting the requirements for doing so as outlined in section 3.2.1.
Each voting member shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. There shall not be any voting of members by proxy. Votes may be taken by electronic means as approved by the Board of the Corporation. Votes shall not be accepted by mail or facsimile. Voting members shall have no right to cumulate their votes.
Premium Membership dues are charged on a monthly basis or increments thereof, starting from the day of the month of purchase and expiring the same day of the next month. A premium membership is active while the current month’s dues have been paid. Active premium memberships are also provided for volunteering time as a board member, officer or committee member. Any such volunteers are awarded a premium membership gratis.
The Board of Directors reserves the right to set the amount of dues to be payable by members at any level deemed appropriate. The amount of dues for each month is subject to change.
All dues and fees will be applied against the Corporation’s operating costs, including debt service. It will be the policy of the Corporation that all dues plus other receipts by the Corporation will be sufficient, insofar as possible to project, to meet the annual operating needs of the Corporation. The monthly and other dues, as they are established from time to time by the Board of Directors, will, insofar as possible, reflect this stated policy.
The annual meeting of the voting members shall be held during the Period of Review, which shall happen each January, at the principal place of business of the Corporation or in such other place as may be designated by the Board of Directors. Should the days herein fixed for the annual meeting fall upon a legal holiday, such meeting shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday. At each annual meeting the Directors of the Corporation shall then be confirmed, but if such meeting is not held or if Directors are not confirmed thereat, they may be confirmed in any special meeting of the voting members held for that purpose. Special meetings of the voting members for any purpose or purposes may be called at any time by the Chair, or by a majority of the Directors, or upon written petition by at least fifteen percent (15%) of the voting members.
Notice of each regular and special meeting shall be given to each member entitled to vote thereat, by an article on the front page of the website or other electronic means. Such notices shall be sent not less then fourteen (14) and not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of the meeting and shall state the general nature of the business to be considered in such a meeting. The notice of the annual meeting shall designate it as such.
Voting will take place electronically and will be announced to the entire Membership via an article on the front page. Therefore, quorum shall be the number of votes cast.
The voting membership of each member of the Corporation will terminate upon the lapse of their premium membership. Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Corporation. Should termination of membership occur prior to a lapse in premium membership, a pro rata refund of membership fees may be requested and returned to the member, excluding the current month and processing fees.
Any member (voting or non-voting) may be suspended or expelled from the discussion forum for violation of Forum Code of Conduct. This action shall be taken by the Moderator Team. The member shall not be considered a member in good standing while suspended or expelled from the discussion forum.
Additionally, any membership may be terminated for cause, by a unanimous vote of all Directors then in office. Any person whose membership is terminated in this manner will no longer be considered in good standing.
Cause for termination exists (without limiting other causes for termination) whenever a member:
Has requested in writing to the Board of Directors that their membership be terminated.
Has been sanctioned more than three times within any six month period.
Has been sanctioned more than five times within any twelve month period.
Has initiated, caused to initiate, or threatened to initiate violence on others.
Has initiated, caused to initiate, or threatened to initiate litigation against the Corporation.
Has made disparaging, denigrating, or defamatory statements, in any form, about the Corporation's members, voting or non-voting, which that member knows to be, has reason to believe, or can be reasonably shown to be false or misleading.
For the purposes of Article 3.10 and all sub-headings, sanctions and requests received prior to the date of this Article’s approval shall not be considered.
No sooner than six months after termination of membership, a former member whose membership was terminated for cause may petition the Board of Directors in writing to repeal that termination. A majority vote of all Directors then in office shall be necessary to repeal that termination and restore good standing.
A guest is defined as a person who attends a Corporation function but is not registered on the website.
Guests who participate in sanctioned tournaments, official events, or any other activity in which results are reported to the Corporation and/or prizes are to be awarded are required to provide, at a minimum, their first name, last name, and email address. All such participants are to be invited to register for the forums.
Each member shall be responsible for the conduct of all guests admitted to the Corporation’s events within a reasonable expectation of professional and honest behavior.
Subject to any limitations of the Articles of Incorporation, the Washington Nonprofit Corporation Act or these Bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Unless specified otherwise, any use of the word “director” within these Bylaws refers to a member of the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:
To appoint and remove all officers of the Corporation subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for officers as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws.
To conduct, manage, and control the affairs of the Corporation; and to make such rules and regulations therefor, not inconsistent with law, or with the Articles of Incorporation, or Bylaws, as they may deem best.
To designate any place for the holding of any membership meeting or Board of Directors meeting, to change the principal office of the Corporation for the transaction of its business from one location to another; to adopt, make, and use a corporate seal and to alter the form of such seal from time to time, as, in their judgment, they may deem best, provided such seal shall at all times comply with the provisions of law.
To borrow money and incur indebtedness for the purpose of the Corporation and to cause to be executed and delivered therefore, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities thereof.
To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Corporation, and to distribute, loan or dispense the same or the income and profits therefrom.
To create such trusts, foundations, and subsidiaries, as the Board of Directors shall deem necessary and to appoint trustees, Directors, or other governing officials of such legal entities.
The number of Directors constituting the entire Board shall be a minimum of 7 (Seven) and a maximum of 7 (Seven), as fixed by resolution of the Board. Subject to the foregoing, the number of Directors may be determined from time to time by action of the voting members or the Board of Directors, provided that any action by the Board of Directors to effect such increase above the maximum or decrease below the minimum shall require the vote of at least two-thirds of all Directors then in office. No decrease in the number of Directors shall shorten the term of any Director in their office.
The position of Chair shall be drawn from the seven regular board members. Their term shall last one year and they cannot be Chair for two consecutive terms. The Chair of the Board shall interest themself in all affairs of the Corporation; they shall preside at all meetings of the Board of Directors, providing the tie-breaking vote when necessary. They shall appoint all committees and designate all committee chairs, unless the composition of any committee is specifically provided for in the Articles or these Bylaws. They shall assemble the agenda and chair the monthly Board meetings. If the Chair is not able to attend a Board meeting, then they shall designate another Board member to fulfill those duties.
The Executive Officer shall serve as the point person for community concerns and shall respond within five (5) working days to those concerns. Part of their duties as Director shall be to facilitate the annual Period of Review. They shall make communication between the Continuing Committee and the community more consistent. Additionally, the Executive Officer shall arbitrate disputes between Directors. Finally, they should spearhead all efforts to recruit and retain players.
The Director of Organized Play is responsible for the Department of Organized Play. They shall form sub-committees and teams to meet the responsibilities of the Department. They will oversee the department sub-committee and team staffing, filling vacancies as needed, and serve as arbiter for all disputes within the Department of Organized Play.
The Director of Communications is responsible for managing the Department of Communications. They shall form sub-committees and teams to meet the responsibilities of the Department. They will oversee the department sub-committee and team staffing, filling vacancies as needed, and serve as arbiter for all disputes within the Department of Communications.
The Director of First Edition oversees the Department of First Edition. They shall form sub-committees and teams to meet the responsibilities of the Department. They shall guide First Edition and Tribbles expansions through their workflow cycles, ensuring that deadlines are being met and that the resources required for an expansion's release are available at the right times. However, the primary work of the Director of First Edition will be in managing information about the expansion leading to its release: developing spoiler schedules, coordinating with the Department of Communications to advertise the expansion, etc. They will oversee the department sub-committee and team staffing, filling vacancies as needed, and serve as arbiter for all internal disputes.
The Director of Second Edition oversees the Department of Second Edition. They shall form sub-committees and teams to meet the responsibilities of the Department. They shall guide Second Edition expansions through their workflow cycles, ensuring that deadlines are being met and that the resources required for an expansion's release are available at the right times. However, the primary work of the Director of Second Edition will be in managing information about the expansion leading to its release: developing spoiler schedules, coordinating with the Department of Communications to advertise the expansion, etc. They will oversee the department sub-committee and team staffing, filling vacancies as needed, and serve as arbiter for all internal disputes.
The Director of Operations oversees the Department of Operations. They shall form sub-committees and teams to meet the responsibilities of the Department. The Director of Operations will act as the liaison between Operations and the other departments within the Corporation ensuring accurate communication and deadlines that are to be met without incident. They will oversee the department sub-committee and team staffing, filling vacancies as needed, and serve as arbiter for all internal disputes.
The Director of Finance shall serve as Chief Financial Officer (CFO) and shall have custody of all Corporation funds; keep full and accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets, and a record of the liabilities of the Corporation; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the Corporation as ordered by the Chair or the Board of Directors taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the Chair or by the Board of Directors. The CFO shall take meeting minutes for the Board Meetings. They shall have the power to veto financial decisions made by the Board of Directors. The CFO shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Directors, or the Chair. The Board of Directors or the Chair may delegate all or part of the authority and duties of the CFO to subordinate officers in the absence or vacancy of the CFO.
Every Director must be a voting member in good standing of this Corporation. No person who is holding public office is eligible to be a Director. Each Director shall serve without compensation except for reasonable expenses incurred for the Corporation. Directors appointed by the holder of any office or an officer or board of any other organization are to act in their own right and not as a representative of any interest or group. Each Director shall be at least 18 years of age.
All Directors shall be confirmed by a majority of the entire Board of Directors. In this case, voting by proxy shall be allowed. In the event that an office or an organization having appointing authority shall cease to exist, then the Board of Directors shall designate the holder of another office or another organization to exercise the appointing authority.
The term of office for each Director shall be continuous, but can be terminated by death, incapacity, resignation or removal. The term of each Director, upon being confirmed to office, shall begin immediately.
In the case of a vacancy in one of the Directors, the Chair shall appoint a committee of members to conduct a public search for a new Director. The committee shall forward a name to the Board of Directors, who will vote to confirm the new Director. A new Director shall be confirmed when a majority of the other Directors approve of their appointment.
Directors will be subject to a retention ballot, voted on by members of the Corporation at the time of the Period of Review. A Director is deemed to have been retained if the ballots cast in favor of retention outnumber those against. The Director is removed from office if the result of the retention vote is otherwise.
Any Director may resign at any time by giving written notice thereof to the Board of Directors, which shall include the effective date of resignation. The Director will be removed from office at the specified date of resignation.
Removal shall terminate all authority of the Board Member. Additionally, any Director may be removed for cause, by a unanimous vote of all other Directors then in office. Cause for removal exists (without limiting other causes for removal) whenever a Director:
Fails to attend six (6) consecutive regular meetings of the Board of Directors during their term of office;
Fails to meet their obligations to the Corporation in some other way;
Has committed a material breach of his or her fiduciary duty;
Is no longer a member in good standing of the Corporation.
A vacancy in the Board of Directors exists in case of the happening of any of the following events:
The death, incapacity, resignation, or removal of any Director.
The authorized number of Directors is increased.
If a Director fails a vote of confidence by the general membership or is removed by a unanimous vote of the other Directors.
Any vacancy occurring on the Board of Directors may be filled by a vote of the majority of the remaining Directors. A Director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board of Directors accepts resignation of a Director, tendered to take effect at a future time, the Board may confirm a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning Director. However, the Board has the power to fill or leave unfilled, until the next confirmation, all vacancies occurring on the Board, including those created by an authorized increase in the number of Directors. In the event that less than a quorum of the Board remains to fill vacancies, then in that event, a vote of one hundred percent of the remaining Directors shall be required to fill any vacancy.
Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all Directors. In the absence of such designation, meetings shall be held via an online meeting platform (i.e. Google Hangouts or similar). The Board shall hold at least six (6) meetings each fiscal year.
Immediately following each annual meeting of the voting members, the Board of Directors shall hold an annual meeting for the purpose of filling vacancies on the Board and the confirmation of officers. Other business may be transacted at the annual meeting if proper notice thereof is given. Special meetings of the Board of Directors for any purpose(s) may be called at any time by the Chair, or, if the Chair is absent, or unable or refuses to act, by one-third(1/3) of the Directors then in office.
A regular meeting of the Directors may be held with one week notice. Notice of the time and place of special meetings of the Board shall be given personally to the Directors or sent by mail or at their address as shown upon the records of the Corporation at least three (3) days in advance of such meeting. Such notice shall state the general nature of the business to be considered at the special meeting.
A majority of the elected and qualified Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number is required by law or the Articles of Incorporation or by these Bylaws. Each Director present shall be entitled to one (1) vote. Voting by proxy shall not be permitted. A Director may participate in any meeting of the Directors by means of conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting. The transactions of any meetings of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though they had a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made part of the minutes of the meeting.
A Director who is present at any meeting of the Directors, or a committee thereof of which the Director is a member, at which action on a corporate matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting or unless the Director files a written dissent to the action with the Board of Directors before or promptly after the adjournment thereof. A Director who is absent from a meeting of the Board, or a committee thereof of which the Director is a member, at which any such action is taken is presumed to have concurred in the action unless the Director files a dissent with the Board of Directors within a reasonable time after obtaining knowledge of the action.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized in writing, signed individually or collectively by all the Directors. Such consent shall be filed with the regular minutes of the Board.
Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.
All current officers of the Corporation, to the extent such persons are not confirmed Directors, shall be ex officio advisors to the Board of Directors. Ex Officio advisors are entitled to attend and participate in meetings of the Board of Directors, but not to vote in their ex officio capacity. Current officers shall be ex officio advisors so long as they are officers of the Corporation.
Any voting member in good standing may petition the Chair to speak at a scheduled meeting of the Board of Directors. Such a petition must be made no later than 48 hours before the scheduled meeting. The petition to address the Board may be granted at the Chair’s prerogative and placed on the meeting agenda. Each petition must include a specific topic to be addressed, as per other agenda items.
Officers are defined as any member who chairs a standing committee as defined in Article 10. All officers are subordinate and responsible to the Director of their Department and the Board of Directors as a whole. An officer may not chair more than one standing committee.
The Director of each Department shall appoint officers within their department, subject to yearly confirmation by the majority of the Board of Directors. Each officer shall hold office until the officer’s resignation, death or removal. Vacancies shall be filled by the appointment of the Director of the Department, subject to confirmation by the Board of Directors at the next regular meeting.
The resignation of any officer shall be tendered in writing to any Director and shall be effective as of the date stated in the resignation. Any officer may be removed by majority vote of the Board of Directors whenever, in their judgement, removal would serve the best interests of the Corporation. Any officer may also be removed by failing to receive a majority vote of the Board of Directors during their confirmation. Such removal shall terminate all authority of the officer.
The Salaries of the officers shall be commuted. Positions within the Corporation are to be strictly voluntary with exception to expenses incurred to pay for Board-approved services rendered to the Corporation.
In the event that a majority of officers feel that the Director to whom they report is not responsive to their needs, they should bring their issues to the Executive Officer, who shall arbitrate the dispute. If the Director continues to neglect their duties, they can be removed from office via the retention vote during the Period of Review or outside the Period of Review by the majority of the Directors under conditions cited in Article 5.8.
This Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under s501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law.
The Corporation may not devote a substantial part of its activities for lobbying purposes (including the publishing or distribution of statements) or otherwise attempting to influence legislation. Additionally, the Corporation may not participate or intervene in (including the publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office.
No part of the net income or net assets of the Corporation shall inure to the benefit of, or be distributable to, its Directors, officers, or members. Specifically, club revenue generated from nonmembers shall not be used to the personal advantage of the members (such as in reduced dues, improved facilities, and the like). However, the Corporation is authorized to pay reasonable compensation to employees for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
In the conduct of all aspects of its activities, the Corporation shall not discriminate on the grounds of race, color, religion, gender, national origin, ancestry, age, marital status, sexual orientation, disability or unfavorable discharge from military service.
A conflict of interest occurs when a person under a duty to promote the interests of a Corporation (a “fiduciary”) is in a position to promote a competing interest instead. Fiduciaries include all Corporation employees, Directors or officers, and members of any Corporation committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Corporation and work to the detriment of the Corporation.
Conflicts of interest are likely to arise whenever: a) a fiduciary has a personal interest in a vendor of goods or services to the Corporation; or b) Corporation employees are loaned to other organizations, or the employees of another organization are loaned to this Corporation.
All conflicts of interest must be disclosed to the Board of Directors. After disclosure is made, the individual with a conflicting interest must not anticipate in judging the merits of that interest. That is, such individuals must abstain from voting on, or recommending a course of action with respect to, the situation giving rise to the conflict. When these are done, the conflict of interest has been properly discharged.
The Corporation, through the Board of Directors, shall encourage all fiduciaries to prevent conflicts of interest where possible.
Fiduciaries should refuse to enter into self-dealing relationships with the Corporation as a vendor.
Fiduciaries should not accept anything but gifts of insubstantial value from vendors.
The lending of employees to, or acceptance of loaned employees from, other organizations should be avoided. If done, however, a clearly drafted contract defining wages, responsibilities, indemnification and conditions of employment is required.
The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.
The title to all property of the Corporation, both real and personal, shall be vested in the Corporation.
Upon the dissolution or winding up of the Corporation, or in the event it shall cease to engage in carrying out the purposes and goals set forth in these Bylaws, all of the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, association, or corporation which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Corporation, as may be determined by the Board of Directors of this Corporation in its sole discretion, and which has established its tax exempt status under s501(c)(7) of the Internal Revenue Code of 1986, as amended.
The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confirmed to a specific instance. Unless so authorized by the Board of Directors, 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 render it pecuniarily liable for any purpose or to any amount. When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing officer, the Chair may execute the same in the name of, and on behalf of, the Corporation, and any such officer may affix the corporate seal (if any) of the Corporation thereto.
The Board of Directors may by resolution provide for the designation of the person who shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of the security holders of any corporation or other entity in which this Corporation may hold voting stock or other securities, and may further provide that at any such meeting such person may possess and exercise all of the rights and powers incident to the ownership of such voting securities which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may revoke any such powers as granted at its pleasure.
The Corporation may establish one or more checking accounts, savings accounts, or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Chief Financial Officer (CFO) to hold, manage or disburse any funds for Corporation purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner, as is determine by the Board of Directors from time to time.
The Board may from time to time appoint, as advisors, a person whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation’s purposes. The Board is authorized to employ such persons, including attorneys, accountants, agents and assistants as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses thereof.
An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Corporation as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed, and such other additional reports or information as may be ordered from time to time by the Board. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Corporation. The auditor’s charges and expenses shall be proper expenses of administration or purely voluntary.
No debt shall be incurred by the Corporation beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors. [Specifically, without limitation, no loan shall be made to any officer or Director of the Corporation. Any director or officer who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it is fully repaid.]
No Director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgement, acts done or committed on advice of counsel, or any mistakes of fact or law.
No member of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment.
Members have no interest in the property, assets or privileges of the Corporation. Cessation of membership shall operate as a release and assignment to the Corporation of all rights, title and interest of any member, but shall not affect any indebtedness of the Corporation to such member.
The fiscal year of the Corporation shall be from each May 1 to each April 30.
The Corporation shall be partitioned into Departments responsible for day-to-day operations of the Corporation. Each Department may consist of a number of committees and teams focused on aspects directly related to that Department’s responsibilities. Full authority for the management of a Department is delegated to an individual Director of the Corporation. They will oversee the Department staffing, filling vacancies as needed, and serve as arbiter for all disputes within the Department. The number, size, and membership of any committees or teams within a Department is at the discretion of the Director of the Department, unless otherwise stipulated within these Bylaws.
Teams of a Department are working groups whose members do not require consensus votes to accomplish their objectives. A team may report directly to a Director of a Department, or to a committee within a Department.
The Director of a Department may choose to assign members of a team the role of Team Leader. The responsibilities of a Team Leader are at the discretion of the Director of the Department.
When selecting team members, it is the responsibility of the Director of a Department and any Team Leader to attempt to select individuals from a cross-section of the community in terms of race, religion, gender, ethnicity, occupation, institutional affiliation, level of education and geographic distribution within the community, whose service will be a valuable contribution to the Corporation.
Membership to any team may be revoked by that team’s Team Leader, the Director of the Department of the team, majority vote of the Board of Directors, or immediately when the member is no longer in good standing.
The Department of Organized Play is responsible for coordinating organized play worldwide; including Regional Championships, Master’s Events, National Championships, Continental Championships, and the World Championships. They also maintain the Organized Play Guide. The Director of Organized Play is the Director of the Department of Organized Play.
The Department of Communications is responsible for writing, proofreading, and social media and ambassador outreach. The Director of Communications is the Director of the Department of Communications.
The Department of First Edition is responsible for the development, maintenance, and expansion of the First Edition and Tribbles games. The Director of First Edition is the Director of the Department of First Edition.
The Department of Second Edition is responsible for the development, maintenance, and expansion of the Second Edition game. The Director of Second Edition is the Director of the Department of Second Edition.
The Department of Operations is responsible for the logistical and technological infrastructure necessary to continue meeting the Corporation’s operational goals. These aspects include shipping, programming, graphic design, and website upkeep. The Director of Operations is the Director of the Department of Operations.
Committees of the Corporation shall be standing or special. The Board of Directors or the Chair may refer to the proper committee any matter affecting the Corporation or any operations needing study, recommendation, or action. The Board may establish such special committees or standing committees in addition to those specified in this Article as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Washington Nonprofit Corporation Act. All committees shall act by majority vote, unless otherwise prescribed by the Board of Directors.
Except in cases where these Bylaws or the Board of Directors has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board of Directors. No member of any committee, without the prior written consent of the Board of Directors, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Corporation or its Board of Directors in any way or by any means. All such powers are expressly reserved to the Board of Directors and the officers of the Corporation.
The Chair of the Board of Directors shall be an ex-officio voting member of every committee, unless otherwise stipulated within these Bylaws. Every committee shall have its own Chair, appointed by the Board of Directors, unless otherwise stipulated within these Bylaws. Each member of a committee must be a member in good standing.
Every committee shall consist of at least (2) persons, exclusive of the Chair of the Board of Directors. When selecting committee members, it is the responsibility of the Board of Directors and the Chair of each committee to attempt to select individuals from a cross-section of the community in terms of race, religion, gender, ethnicity, occupation, institutional affiliation, level of education and geographic distribution within the community, whose service will be a valuable contribution to the Corporation. Membership to any committee, except for that which is explicitly provided by these Bylaws, may be revoked by majority vote of the Board of Directors or immediately when the member is no longer in good standing.
The head of each standing committee is considered an Officer of the Corporation. In addition to other committees the Board may establish from time to time, the following will be standing committees of the Corporation:
The Financial Review Committee shall, at the end of each fiscal year, gather to review and audit the Corporation’s accounts and records from the previous year. The Financial Review Committee will produce a report on the Company’s financial status from the previous fiscal year, and outlook for the upcoming fiscal year. Members of this committee shall have the power to review all financial records of the Company and conduct interviews with any member that has access to Company financials as they see fit. The Chief Financial Officer will be the Chair of the Financial Review Committee.
Separate Executive Committees shall be established for each Department. The responsibilities for such committees are as follows, restricted to the specific Department for which they are established.
The Executive Committee of a Department is responsible for overseeing all day to day activities within a Department, coordinating the work of any other committees within its Department, and regularly reporting on the status of those committees to the Director of the Department or to the Board of Directors when that is not possible.
The membership of the Executive Committee of a Department shall be made up of the Chair of each other committee within the Department. The Chair of the Executive Committee of a Department will be appointed by the Director of the Department and need not be a member of any other committee, but may not be a current Director. The Chair of the Executive Committee of a Department may be the chair of another standing committee within the Department
The Moderator Team shall consist of, at most, six members whose job it is to moderate the public discussion forums on the TrekCC website. They enforce the Forum Code of Conduct, issue sanctions, and are bound by the Moderator Team Rules laid out governing their behavior on the Forum. This group of individuals does not report to any Director, officer or committee member of the Corporation. The Head Moderator shall chair this committee.
The Chair of the Board of Directors is not an ex-officio voting member and is not counted among the six members. The Chair of the Board of Directors is considered an ex-officio advisor of this committee and is entitled to attend and participate in meetings of the Moderator Team committee, but not to vote in their ex-officio capacity nor empowered by or beholden to the Moderator Team rules.
The Board may establish such special committees as it deems appropriate from time to time. Special committees shall have the duties and responsibilities as the Board shall designate from time to time.
The Directors of each Department are empowered to create sub-committees within their Departments, whose standing, number, and responsibilities are determined by the Director. These sub-committees, through their Chair, report to the Executive Committee of the Department.
The Chair of a sub-committee shall be appointed by the Director of the Department or by the majority vote of the Executive Committee of the Department. The Chair of any standing sub-committee within a Department is considered an Officer of the Corporation.
The membership of a sub-committee is at the discretion of the Director of that Department and may be delegated to the Chair of that committee.
Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a “proceeding”), by reason of the fact that They, or a person of whom They is the legal representative, is or was a Director or officer of the Corporation or, while serving as a Director or officer of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, including service with respect to employee benefit plans, whether the basis of the proceeding is alleged action in an official capacity as a Director, officer, employee, or agent or in any other capacity while serving as a Director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by state law, as it exists or may be amended (but, in the case of any such amendment, only to the extent that the amendment permits the corporation to provide broader indemnification rights than state law permitted the Corporation to provide before the amendment), against all expenses, liability, and loss (including attorney fees, judgements, fines, ERISA excise taxes, or penalties and amounts to be paid in settlement) reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that except as provided in the next section with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person only if the proceedings, or part thereof, was authorized by the board of Directors of the Corporation. To the extent authorized by state law, the Corporation may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this article shall be a contract right.
The right to indemnification conferred in this article shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the articles of incorporation, bylaw, agreement, vote of stockholders or disinterested Directors, or otherwise.
The corporation may, to the extent authorized from time to time by the board of Directors, grant rights to indemnification and to payment by the Corporation, for expenses incurred in defending any proceeding before its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify the person against the liability under these bylaws or the laws of the state of Washington.
If there is any change of the Washington statutory provisions applicable to the Corporation relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change. Subject to the next Section, the Board of Directors is authorized to amend these bylaws to conform to any such changed statutory provisions.
No amendment or repeal of this Article shall apply to or have any effect on any Director, officer, employee, or agent of the Corporation for or with respect to any acts or omissions of the Director, officer, employee, or agent occurring before the amendment or repeal.
The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Corporation’s status as a tax exempt organization described in section 501(c) of the Internal Revenue Code of 1986, as amended.
Except as otherwise provided herein with respect to greater voting requirements, or provisions which are not subject to amendment, if any, these Bylaws may be adopted, amended, restated or repealed by three-quarters of the Board of Directors acting on behalf, in good faith of the Corporation, when proposing, voting, and ratifying amendments.
The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Chief Financial Officer, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers, and Directors at all reasonable times during office hours. A written request must be received in order to transmit these Bylaws to the requesting party for viewing.
Amendments or repeals of sections within these Bylaws may be proposed by not only the members of the Board, committees, or other agents but also by every member in good standing with the organization. Any Director, officer, or other person in a leadership capacity receiving such amendment requests shall acknowledge and transmit the request to the Board of Directors for deliberation and vote.
The Organized Play Guide along with the Forum Code of Conduct that may be viewed and requested at any time will govern how problems are resolved. Any member of the Corporation may submit to any Director a request for investigation and possible hearing into a breach of these Bylaws or the Organized Play Guide. Breaches of the Forum Code of Conduct should be reported via the Forum to a Moderator.
In due course when the Board receives a request of investigation for breaches of the Bylaws or the Organized Play Guide, all transcripts, dialogs, and meeting notes will be made public with names redacted for privacy concerns unless the defendant in the case is a Director.
The Board of Directors will create a special committee consisting of a demographically diverse group of individuals from within the Corporation to hear the statements from both sides of the case.
After hearing both sides of the case and testimony from all parties the committee will deliberate amongst themselves the facts presented against state law and these Bylaws, and other documents listed herein. Once completed, and they have reached a 80/20 decision the committee will elect a speaker to present the results to the Board. Any member of the special committee may not, under any circumstance, have any relation to or be on any terms except for familiarity with an individual otherwise shall recuse him or herself from participating in this case.
The Board will meet independently and discuss the findings of the special committee against the documents listed herein as well as these Bylaws to determine if an appropriate sanction is deemed necessary to safeguard the integrity and transparency of this Corporation.