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Author Topic: Article Two of the Bylaws  (Read 5113 times)

Bro.Said

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Article Two of the Bylaws
« on: August 17, 2007, 09:42:42 AM »
As of 2008, this Article is up to date.

BYLAWS of Poetry Slam, Inc.

ARTICLE II: Slam Family

Section 1. Membership. Any person who wishes to advocate, promote, support, witness, enjoy and/or practice the art of performance poetry may become a member of Poetry Slam, Inc.  Members need not be residents of Illinois or citizens of the United States. Membership, with all benefits, commences upon the payment of an initiation fee. Dues are renewable at any time. Unless renewed, membership shall expire on the annual anniversary of payment of dues. Payment of dues entitles a member to full voting privileges at Slam Family meetings, the right to run for election to Executive Council, the right to participate in the National Poetry Slam (pursuant to local regulation for qualification) and such additional benefits as fixed from time to time by the Executive Council. First time members are entitled to a handsome certificate suitable for framing and a wallet sized poetic license.

Section 2. Place of Meetings. Meetings of the Slam Family shall be held concurrently with the annual National Poetry Slam or at such other place, within or without the State of Illinois, as the Executive Council shall determine.

Section 3. Annual Meeting. The annual meeting of the Slam Family shall be held on the Saturday of the National Poetry Slam at 11:00 A.M. in each year, for the purpose of reviewing and discussing procedures associated with the National Poetry Slam or Poetry Slam, Inc.; for reviewing and discussing the actions of the Executive Council and the Slammaster Council; for discussing and voting on all issues presented to the Slam Family by either the Executive Council or the Slammaster Council; and/or for the transaction of such additional business as necessary. If the day fixed for the annual meeting shall be inconvenient for the director of the National Poetry Slam, the meeting shall be held, with appropriate notification, at his/her convenience during the National Poetry Slam.

Section 4. Special Meetings.  Special meetings of the Slam Family may be called by the president, by the Executive Council, or by not less than a simple majority of all members of the Slammaster Council.

Section 5. Meeting of the Slam Family. If all of the Slam Family shall meet at any place and time, either within or without the State of Illinois, and consent to the holding of a meeting at such place and time, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 6. Fixing of Record Date. For the purpose of determining members of the Slam Family entitled to notice of or to vote at any meeting of the Slam Family, or in order to make a determination of Slam Family members for any other purpose, the Executive Council shall cause to be maintained an official list of addresses. The Executive Council may fix in advance a date as the record date for any such determination of Slam Family membership, such date in any case to be not more than sixty days and, for a meeting of Slam Family, not less than ten days, or in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty days, immediately preceding the meeting. If no record date is fixed for the determination of Slam Family members entitled to notice of or to vote at a meeting of Slam Family, or Slam Family entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Executive Council declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Slam Family membership.

Section 7. Voting Lists. The officer or agent having charge of membership shall make, by the Friday night prior to the annual Slam Family meeting, a complete list of the membership entitled to vote at such meeting, arranged in alphabetical order, with the address of each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any Slammaster, and to copying at the Slammaster's expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Slammaster during the whole time of the meeting. The original membership list, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the Slammasters entitled to examine such list or to vote at any meeting of the Slammasters or of members entitled to vote at any meeting of the Slam Family. Failure to comply with the requirements of this section does not affect the validity of any action taken at such meeting. An officer or agent having charge of the membership list who shall fail to prepare the list of membership, or keep the same on file for a period of ten days, or produce and keep the same open for inspection at the meeting, as provided in this Section, shall be liable to any member suffering damage on account of such failure, to the extent of the damage.

Section 8. Quorum of Slam Family and Voting by Slam Family. Unless a greater or lesser quorum is provided in the Articles of Incorporation,
a majority of the outstanding votes, represented in person or by proxy, shall constitute a quorum at a meeting of Slam Family, but in no event shall a quorum consist of less than five (5) percent of the votes represented on the membership list. If a quorum is present, the affirmative vote of a 3/5 majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the Slam Family, unless the vote of a greater number or voting by classes is required by The Business Corporation Act or the Articles of Incorporation. The Articles of Incorporation may require any number or percent greater than a majority up to and including a requirement of unanimity to constitute a quorum.

Section 9. Voting of Individual Members. Subject to the provisions of Section 10 of this Article, each person present, regardless of class, shall be entitled to one vote upon each matter submitted at a meeting of Slam Family, unless the Articles of Incorporation provide otherwise. The Articles of Incorporation may limit or deny voting rights or may provide special voting rights as to any class or classes of members of the corporation.

Section 10. Proxies. At all meetings of Poetry Slam, Inc., a member may vote either in person or by proxy executed in writing by the member or by his/her duly authorized agent or representative. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

Section 11. Voting of Slam Family.  Membership standing in the name of another corporationódomestic or foreignómay be voted by such officer, agent, or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Executive Council of such corporation may determine.
      Membership registered in the name of a deceased person, a minor ward, or a person under legal disability, may be voted by his or her administrator, executor, or court-appointed guardian, either in person or by proxy. Membership standing in the name of a trustee may be voted by him or her, either in person or by proxy.

Section 12. Voting. Unless specifically limited or eliminated in the Articles of Incorporation, every member shall be entitled to exercise voting rights. In so doing, each member shall have the right to vote, in person or by proxy, on all matters brought before the Slam Family.

Section 13. Inspectors. At any meeting of the Executive Council, the Slammaster Council or the Slam Family, the chairman of the meeting may, or upon the request of any member shall, appoint one or more persons as inspectors for such meeting.
   Such inspectors shall ascertain and report the number of votes represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the Slam Family.
   Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of members represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 14. Action without Meeting. Any action which may be taken at any annual or special meeting of the Executive Council, the Slammaster Council or the Slam Family may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken shall be signed by the members entitled to vote or signed by such lesser number of members as may be provided for in the Articles of Incorporation that would be necessary to authorize or take such action at a meeting.
« Last Edit: June 29, 2008, 11:12:10 PM by Bro.Said »
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