TRMN Bylaws

ByLaws

BYLAWS OF THE ROYAL MANTICORAN NAVY: THE OFFICIAL HONOR HARRINGTON FAN ASSOCIATION, INCORPORATED

The name of the organization is The Royal Manticoran Navy: The Official Honor Harrington Fan Association, Incorporated (“TRMN”). This organization is headquartered in the United States of America, within the State of Delaware. This organization may also do business as TRMN, Inc. The organization has not been formed for the making of any profit or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit, the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. This organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of this organization is the following:

To provide an environment where fans of the Honor Harrington Series by David Weber and other authorized contributive authors, hereinafter referred to as the Honorverse, can meet, congregate, and organize social activities, and partake in costuming with other fans.

This organization is organized exclusively for the purposes pursuant to Section 501(c)(7) of the Internal Revenue Code.

ARTICLE I
MEMBERSHIP WITHIN THE ORGANIZATION

Qualifications or requirements for membership in this organization shall be defined and codified within one of the supplemental governing documents designated by the Board of Directors. Dues owed by members shall also be defined and codified within one of the supplemental governing documents designated by the Board of Directors.

ARTICLE II
MEETINGS

1. Annual Meeting: An annual meeting shall be held once each calendar year for the purpose of electing directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

2. Regular Meeting: The Board of Directors may establish a regular schedule of meetings to conduct the business of the organization. This schedule shall be determined by approval of the Board of Directors and maintained by the Secretary of the Board as part of their duties.

3. Special Meetings: Special meetings may be requested by the Board of Directors. A special meeting, once approved, is convened specifically for the purpose of discussing topics of importance and shall not be convened for any other purpose.

4. Emergency Meetings: Emergency meetings may be requested by a vote of at least one-quarter of the Directors, for the purpose of discussing and resolving an urgent or highly sensitive issue before the organization.

5. Notice: Written notice of all meetings shall be provided under this section or as otherwise required by law. The notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of that meeting. Such notice shall be communicated to all directors of record at the address contained on the corporate books with at least twenty-four (24) hours’ notice.

6. Quorum: A simple majority of the directors attending shall constitute a quorum at a meeting of the Board of Directors.

7. Informal Action: Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

8. Unless otherwise specified in the bylaws or policies of the board, all board and committee meetings shall be conducted following the latest edition of Robert’s Rules of Order.

9. All board meetings shall be open to view by any member of the organization and shall be publicized on the Forums at least one week in advance of any meeting. A link to said meeting shall be included with the announcement. This does not guarantee members the right to vote on any matter. Nor does it allow them to speak unless recognized by and at the discretion of the chair. This provision does not include access to executive sessions, which are closed to all but voting directors and other non-voting directors and/or experts invited by the board for inclusion in the initial motion. Board meetings, except for executive sessions, will be recorded and made available to the membership for those who are unable to attend in person.

ARTICLE III
DIRECTORS

1. Number of Directors: The organization shall be legislated by a Board of Directors consisting of nine (9) members.

2. Qualifications of Office: Directors must be Members in Good Standing with at least three (3) years of membership within the organization to qualify for their directorship.

3. Election and Term of Directorship:

a. Term Length: Directors shall be elected for staggered terms of three (3) years. Term ending at the close of the annual meeting following their third year in office.

b. Nomination: Prospective directors shall be nominated by a Nomination Committee. The President will nominate at least two individuals for each of the available three seats.

c. Election: The election of directors shall be overseen by the President (or Chief Legal Officer if the President is up for re-election) using a form of Ranked Choice Voting. All votes and results will be published in the annual meeting minutes.

i. Current directors will rank prospective directors for office in order of their preference (first choice, second choice, third choice, and so on).

ii. Votes will be counted using the following method:

1. Count the first-choice votes for each candidate

2. Calculate the threshold needed to win a seat using the formula:

3. Threshold=(Number of Openings /Total Votes+1)+1 (round up to next whole number)

4. Any candidate with votes equal to or greater than the threshold wins a seat.

5. If a candidate has more votes than the threshold, the excess (surplus) votes are redistributed to the voters' next-ranked choices. This redistribution is done proportionally, meaning each surplus vote is divided among the remaining candidates based on the next preference.

6. If no candidate reaches the threshold after the redistribution, the candidate with the fewest votes is eliminated, and their votes are transferred to the next-ranked choices indicated on each ballot.

7. Continue redistributing surpluses and eliminating the lowest candidates until three candidates reach the threshold or only three remain.

iii. Ties will be broken by:

1. Comparing the total number of first place votes with the most winning the tie.

2. If a tie persists, compare the total number of first and second place votes.

3. Continue adding in the next lower place to the count until the tie is broken.

4. If all ranks are used and a tie still persists, the tie will be broken by random selection.

d. Re-election: Each director shall serve no more than two (2) consecutive terms. Directors are eligible for re-election after a one-year break. Directors shall be elected for staggered terms of three (3) years. Term ending at the close of the annual meeting following their third year in office. Each director shall serve no more than two (2) consecutive terms. Directors are eligible for re-election after a one-year break.

4. Quorum: A simple majority of directors shall constitute a quorum.

5. Adverse Interest: In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall disqualify that director or invalidate their vote.

6. Regular Meeting: The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, establishing committees, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by resolution.

7. Procedures: The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the Act of the Board of the Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

8. Non-Voting Directors: The organization shall make allowances for directors seated for the purposes of advising and working with the Board of Directors, without voting authority.

a. Non-voting directors are entitled to all rights and privileges of a member of the Board of Directors except:

1. their work on the Board shall be confined to their area of appointment

2. they do not have the right to vote.

b. All non-voting directors shall be determined by the Board of Directors at the same meeting where the Officers are elected.

c. At any time the President may extend an invitation to additional experts to provide information necessary to improve the deliberation of the Board, but these guests shall not be considered non-voting directors.

9. Removal or Vacancies: A director shall be subject to removal, with or without cause, at a special meeting called for that express purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal, or any other cause, may be filled by the remaining directors. Approval of any motion to remove a Director must carry with a super-majority of seventy-five (75%) of the directors.

10. Interim Appointments: The prospective director shall be subject to the nomination and approval set forth in Article III, Section 3(a). Any directors approved to fill that vacancy shall serve the remainder of the previous director's three-year term.

11. Committees: To the extent permitted by law, the Board of Directors may appoint from the organization’s members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The following are the permanent committees required by these bylaws:

a. Executive Committee: Chaired by the Executive Vice-President of the Board, and shall consist of all Corporate Executives. This committee shall be charged with the daily operations of the organization and other duties as directed by the supplemental governing documents.

b. Licensing & Legal Committee: Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, Treasurer, the Chief Legal Officer, and any additional members deemed necessary to carry out the Committee’s function. This committee shall be charged with the handling of all licensing and legal issues and other matters as directed by supplemental governing documents.

c. Steering Committee: Chaired by a Director appointed by the President of the Board, and shall consist of all Corporate Divisional Vice-Presidents, the Speaker of the House of Commons, the Lord Speaker of the House of Lords, and any non-voting members the committee so designates. The duties of this committee are to oversee all non-corporate matters of the organization and other duties as directed by supplemental governing documents.

d. Disciplinary Committee: Chaired by a Director appointed by the President of the Board and shall consist of a rotation of even-numbered members appointed by the Chair of the Committee per the Disciplinary Committee Policy. The Chief Legal Officer shall be a non-voting member of the Committee and serve as the chief investigator. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization and other matters as directed by the Board.

e. Bylaw and Governance Committee: Chaired by a Director appointed by the President of the Board. Shall also consist of 2 additional directors, one member of the House of Commons, and one member of the House of Lords, all appointed by the President of the Board. This committee shall be charged with the review and oversight of all governing documents and other matters as directed by supplemental governing documents

f. Nomination Committee: Chaired by a non-officer director and two other directors, none of whom shall be up for re-election. The President shall never be a member, ex officio or otherwise, of this committee. The committee shall be formed at the Winter Meeting and will meet as needed to complete the task. The committee shall receive nominations from the membership and develop an internal multi-tiered process for vetting candidates, voting to agree upon six names to be nominated. The names shall be provided to the Secretary at least two (2) weeks before the Annual Meeting and distributed to the board for deliberation. Upon submission of names, the committee’s duties are complete.

ARTICLE IV
OFFICERS OF THE BOARD OF DIRECTORS

1. Number of Officers: The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Secretary, a Treasurer, and the Chief Legal Officer. Two or more offices may be held by the same person; however, the President may not serve concurrently as a Vice-President.

a. President: The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors as Chairperson.

b. Executive Vice-President: The Executive Vice-President shall perform the duties of the President in the absence of the President and shall act as the Chief Operations Officer of the Corporation. The Executive Vice-President shall preside as Chairperson of the Executive Committee. The Executive Vice-President may designate subordinates within their office to assist in executing these duties.

c. Vice-President(s): Any additional Vice-Presidents approved by the Board of Directors shall be assigned duties on an as-needed basis, be it temporary or permanent. Such duties shall be so declared through an Act or Resolution of the Board of Directors and codified in appropriate governing documents, if necessary. The Vice-Presidents may appoint subordinates within their office to assist in executing these duties.

d. Secretary: The Secretary shall be responsible for all corporate records, giving notice of all meetings of the Board of Directors, keeping accurate information for all Directors, and shall have authority to certify records in their custody and maintenance as Official. The Secretary shall maintain the minutes and all other documents of the Board of Directors’ meetings as well as all meetings of committees established. They shall also see that this information is properly communicated to the membership of the organization. The Secretary, as the keeper of all official corporate records, shall support the Chief Legal Officer and/or Treasurer in supplying any records that might be necessary to maintain the organization’s corporate status. The position of Secretary of the Board, due to its special nature, must be fulfilled by a voting director.

e. Treasurer: The Treasurer shall be responsible for the financial affairs of this organization as directed and authorized by the Board of Directors acting as Chief Financial Officer of the Corporation. The Treasurer shall make regular reports on corporate finances as required by law or requested by the Board of Directors. The Treasurer shall be responsible for presenting, in conjunction with the Executive Committee, an annual budget for consideration and approval of the Board of Directors no later than the second regular meeting after the annual meeting. The Treasurer, as the keeper of all financial records, shall support the Chief Legal Officer and/or Secretary in supplying any records that might be necessary to maintain the organization’s corporate status. The Treasurer of the Board, due to the position's special nature, may be elected from outside the Board of Directors and seated as a non-voting director.

f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State or Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature and to maintain impartiality, shall be seated as a non-voting director.

2. Qualifications: Unless otherwise noted above, all officers must be a director of the organization.

3. Election of Officers: The first meeting, following the annual meeting, shall see the election of officers. Any nominated director obtaining a majority vote shall be seated as an officer.

4. Term for Officers: The EVP, Secretary, and Treasurer shall serve a term of one year, expiring after the next annual meeting following confirmation. The President shall serve until the end of their three-year director term, expiring at the close of the annual meeting that completes such term.

5. Vacancy: The Board of Directors shall nominate from their numbers a successor to any vacant officer position in acting capacity whose term shall expire at the close of the next annual meeting.

6. Removal: The Board of Directors shall have the power to remove any officer of the organization, with or without cause, at a special meeting called for that express purpose. Approval of any motion to remove an officer must be carried with a super-majority of two thirds (2⁄3) of the directors.

7. No Officer of the Board of Directors shall hold any other Corporate Officer positions (i.e. Divisional Vice-Presidents, Corporate Executive, or their deputies) while acting as an Officer of its Board of Directors. Additionally, no Officer shall receive any canonical title, ranks, or accolades/awards solely for holding this office.

ARTICLE V
CORPORATE OFFICERS

1. Executives: This organization shall appoint the Executives of the Corporation, via the authority granted to the permanent Executive Committee. The Executive Vice-President, authorized as the Chief Operations Officer of the Corporation, shall make appointments of Corporate Executives as deemed necessary to carry out the daily operations of the organization in service to its members’ needs with the advice and consent of the Board. All Executives shall be members of the Executive Committee and will oversee their area of operation per the direction of the Executive Committee Policy.

2. Divisional Vice-Presidents: This organization shall appoint Divisional Vice-Presidents, via the authority granted to the permanent Steering Committee. The Chair of the Committee is authorized to make appointments of Divisional Vice-Presidents and in numbers deemed necessary to carry out the daily function of those designated divisions to serve the members’ needs with the advice and consent of the Board. All Division Vice-Presidents shall be members of the Steering Committee and will oversee their division per the direction of the Steering Committee Policy.

3. Removal or Vacancy: All Corporate Officers serve at the pleasure of the office to which they are subordinate to. Any such removal, with or without cause, shall be announced to the Board of Directors in advance of the next meeting. Any vacancy that occurs whether by death, resignation, removal, or any other cause, shall be filled by the chief assistant on an interim basis, until such time as a permanent successor can be named to the Board of Directors by their respective Officer of the Board.

ARTICLE VI
SUPPLEMENTAL GOVERNING DOCUMENTS

This organization shall create, publish, and maintain supplemental governing documents that further clarify qualifications, requirements, policies, and procedures. Such governing documents may be delegated by the Board of Directors to specific directors or committees as they see fit. All supplemental governing documents shall be archived by the Secretary of the Board per duties outlined in Article IV, Section 1(d).

ARTICLE VII
CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The organization shall have a corporate seal, which shall be affixed to all deeds, mortgages, and other instruments affecting or relating to real estate. All instruments that are executed on behalf of the organization which are acknowledged, and which affect an interest in real estate shall be executed by the President, or the Executive Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or the Executive Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by Act or Resolution of the Board of Directors.

ARTICLE VIII
AMENDMENT TO BYLAWS

The bylaws may be amended, altered, replaced, or repealed by the Board of Directors during any regular, special, or emergency meeting, with a seventy-five percent (75%) super-majority quorum vote. The text of the proposed change(s) shall be distributed to all directors no less than fourteen (14) days before said meeting.

ARTICLE IX
DISSOLUTION

The organization may be dissolved only with authorization of the Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than seventy-five (75%) super-majority quorum vote.

Record of Changes

Amendments may, from time to time, be proposed to, or by, the Board of Directors. Any amendments will be considered and voted on as necessary. All amendments that have been passed will be noted below.

Effective Date	Subject	Proposed By
01 December 2024	Initial Approval	Board of Directors
07 September 2025	Article III.3, III.11.f, amended to create the nominating committee and allow it to nominate new board members. Article IV amended to include the Chief Legal Officer as an officer of the board.	Board of Directors

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TRMN Bylaws PDF