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Article Three of the Bylaws

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Bro.Said:
As of 2008, this is the most up to date version of this Article.

BYLAWS

of
Poetry Slam, Inc.

ARTICLE III
Executive Council Members
Section    1. Powers. Subject to any provision in the Articles of Incorporation, including the stipulation that the corporation be run under a shareholder’s agreement according to the Close Corporation Act of 1977, the business and affairs of the corporation shall be managed by an Executive Council.
Section 2. Number. The authorized number of voting members serving on the Executive Council shall be seven (7) until changed by amendment to these Bylaws. Additionally, the Executive Director shall serve on the Executive Council in a non-voting status.

Section    3.  Election and Term of Directors.  Election and Term of Directors. Each Executive Council member, excluding the Executive Director shall hold office until the second annual meeting of the Slammaster Council after his/her election or until his/her successor shall have been elected and qualified, or until his/her prior resignation or removal. Unless otherwise provided in the Articles of Incorporation, an Executive Council member may be removed, with or without cause, by vote of a majority of the Slammaster Council members entitled to vote at an election of Executive Council members, subject to Section 8.35 of The Business Corporation Act. Executive Council members need not be residents of Illinois. The Executive Director shall be appointed by the voting members of the Executive Council and shall serve, at the will of the Executive Council, a renewable term not to exceed one year.

Section 4. Vacancies.  Any vacancy occurring in the Executive Council and any Executive Council membership to be filled by reason of an increase in the number of Executive Council members may be filled by election at an annual meeting or at a special meeting of the Slammaster Council called for that purpose. An Executive Council member elected to fill a vacancy shall serve until the next annual meeting of Slammaster Council at which Executive Council members are to be elected.

Section 5.  Regular Meetings.  A regular meeting of the Executive Council shall be held without other notice than this Bylaw, immediately after and at the same place as the annual meeting of Slam Family. The Executive Council may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than this Bylaw.

Section    6. Manner of Convening Special Meetings. Special meetings of the Executive Council may be called by or at the request of the president or any two Executive Council members.

Section 7. Place of Special Meetings. The person or persons authorized to convene special meetings of the Executive Council may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Executive Council.

Section    8. Notice of Executive Council Meetings.  Special meetings of the Executive Council shall be held upon at least four days' prior notice in writing, delivered personally or mailed to each Executive Council member. Any Executive Council member may waive notice of any meeting.  Attendance of an Executive Council member at any meeting shall constitute a waiver of notice of such meeting except where an Executive Council member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Executive Council need be specified in the notice or waiver of notice of such meeting.

Section   9. Quorum of Executive Council.  A simple majority of the number of Executive Council voting members fixed by the Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Executive Council voting members present at a meeting at which a quorum is present shall be the act of the Executive Council.

Section 10. Informal Action by Executive Council. Unless specifically prohibited by the Articles of Incorporation, any action required to be taken at a meeting of the Executive Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Executive Council members entitled to vote.

Section 11. Dissent. An Executive Council member of the corporation who is present at a meeting of its Executive Council at which action on any corporate matter is taken is conclusively presumed to have assented to the action taken unless his/her dissent is entered into the minutes of the meeting or unless s/he files his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent does not apply to an Executive Council member who voted in favor of such action.

Section 12. Compensation. By the affirmative vote of a majority of Executive Council members, the council shall have authority to establish reasonable compensation for all Executive Council members in payment for actual services to the corporation as Executive Council members, officers, or otherwise. A fixed sum and expenses for actual attendance at each regular or special meeting of the council may also be authorized. Beginning with the Spring meeting of 1998, Executive Council officers and trustees shall receive a $1 per diem for attendance at each regular or special meeting of the Executive Council. No elected or appointed voting member of the Executive Council shall simultaneously hold a subordinate position within the structure of the corporation for which financial remuneration is subject to the approval or oversight of the Executive Council. This restriction shall not be construed to include reimbursement for expenses associated with the performance of duties for and of the Corporation, nor does this restriction prevent the changing of financial remuneration standards for Executive Council members.








Arrian:

--- Quote from: Bro.Said on August 17, 2007, 09:37:07 AM ---BYLAWS

of
Poetry Slam, Inc.

ARTICLE IV
Officers
Section 1. Number. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer and three trustees, as well as other additional officers whose titles and duties shall be determined by the Executive Council. Annually, Council shall appoint an Executive Director who shall serve on the Executive Council as an ex officio member. The Executive Director may be removed from office, or replaced at any time by a simple majority vote of the Executive Council. Any two or more offices may be held by the same person.
Section 2. Election. An officer of the corporation shall be chosen by the Executive Council. Each officer shall hold office until his/her death, resignation or removal as hereinafter provided. A vacancy in any office because of death, resignation or removal or other cause shall be filled by the Executive Council at either an annual or special meeting.
Section 3. Resignation and Removal. An officer may resign at any time upon written notice to the corporation. An officer may be removed at any time, either with or without cause, by the Executive Council, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

--- End quote ---

Article 4 is titled "Officers" and Article 3 is titled "Executive Council" however who the EC is made up of specifically isn't directly stated in either article. The first clear indication of who's on the Executive Council [in addition to the Directors (past, current and future) of NPS and iWPS events ] is on the PSI website go to "about" and then to "Executive Council" but there isn't the same distinction in the By-laws.


--- Quote from: Bro.Said on August 17, 2007, 09:39:32 AM ---BYLAWS

of
Poetry Slam, Inc.

ARTICLE III
Executive Council Members
Section    1. Powers. Subject to any provision in the Articles of Incorporation, including the stipulation that the corporation be run under a shareholder’s agreement according to the Close Corporation Act of 1977, the business and affairs of the corporation shall be managed by an Executive Council.
Section 2. Number. The authorized number of voting members serving on the Executive Council of officers shall be seven (7) until changed by amendment to these Bylaws. Additionally, the Executive Director, the immediate past director, the current director and the immediate future director of the National Poetry Slam and the immediate past director, the current director and the immediate future director of the Individual World Poetry Slam shall serve on the Executive Council in a non-voting status.

--- End quote ---

I suggest adding the words "of officers" (in bold above) although am open to suggestions. I see a need to clarify in the By-laws (Article 3 or 4 possibly) that in addition to the past, current and future directors of NPS and iWPS (all non-voting and also equaling 7 when the ED is added), is the Pres, VP, Treasury, Secretary and 3 Trustees that make up the Executive Council. There isn't a specific statement that outlines "officers" are the "Executive Council" in the By-laws. A differ suggestion is below; add to Article 4's title to read "Officers of the Executive Council" (in bold below).


--- Quote from: Bro.Said on August 17, 2007, 09:37:07 AM ---
ARTICLE IV
Officers of the Exective Council
Section 1. Number. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer and three trustees, as well as other additional officers whose titles and duties shall be determined by the Executive Council. Annually, Council shall appoint an Executive Director who shall serve on the Executive Council as an ex officio member. The Executive Director may be removed from office, or replaced at any time by a simple majority vote of the Executive Council. Any two or more offices may be held by the same person.

--- End quote ---

-Arrian

Delrica:
That's a very interesting point, Arrian; one I don't think any of us noticed.

Thank you!  :)

Arrian:

--- Quote from: Bro.Said on August 17, 2007, 09:39:32 AM ---BYLAWS of Poetry Slam, Inc.

ARTICLE III
Executive Council Members

Section    3.  Election and Term of Directors.  Election and Term of Directors. Each Executive Council member, excluding the Executive Director, the immediate past director of the National Poetry Slam, the current director of the National Poetry Slam, the immediate future Director of the National Poetry Slam, the immediate past director of the Individual World Poetry Slam, the current director of the Individual World Poetry Slam and the immediate future Director of the Individual World Poetry Slam

--- End quote ---
Article 3 is titled Executive Council Members and through out the Article there is the back an forth use of EC member and director and a capitalized Director. It’s confusing.

Article 3 Section 3 is titled “Election and Term of Directors” then goes on to talk specifically by title about the election and term of each member of the E.C. but never clarifies that each member is a “director” Article 3 alludes to the make up of the EC being directors by the title of the Section but the actual word "director" is only mentioned through out Article 3 Section 3 and the by-laws when referring to the NPS & iWPS directors (sometimes capitalized sometimes not) and the Executive Director and always as part of job titles. Section 3's title is the only exception. Then Article 6 comes along.

Article 6 Section 1 defines “volunteer director” (with the omission of the iWPS directors) as all those on the EC thus making EC member and director interchangeable. Article 3 is EC specific and does not include a definition nor the direct connection between each EC member being also a director. Article 3 is confusing in this aspect until one reads Article 6 and infers.

I say infer (see below for the quoted definition) because it is gray if the definition is for “volunteer director” or “director”. If any of the individuals listed in the Article 6 "volunteer director" definition receives salary or wages of an excess of $100 I am assuming the “volunteer” qualifier drops and the definition remains to list every EC member as a director, at least for the purposes of these by-laws.

--- Quote from: Bro.Said on August 17, 2007, 09:33:54 AM ---BYLAWS of Poetry Slam, Inc.

ARTICLE VI
Limitation on Liability

Section 1.  Liabilities.
   (a) Liability to Corporation. A member of the Executive Council who is a volunteer director (defined herein as anyone elected to and serving on Executive Council as President, Vice President, Secretary, Treasurer, Trustee or future, present or past director of the National Poetry Slam...

--- End quote ---

Arrian:
I don't have a motion or suggestion as of yet of how to clarify Article III. The previous posts were to outline what someone with new eyes saw when reviewing the by-laws, specifically Article III, to generate discussion and solution/suggestion/motion to address the confusion in this Article.

Thank you. 

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