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.

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 within the organization to qualify for their directorship.

3. Election and Term of Directorship:

The directors shall be elected or re-elected at each annual meeting. Each director shall serve for a term of one (1) year, set to expire at the end of the next scheduled annual meeting. Directors shall have no limit to the number of terms.

a. Nomination:

Prospective directors shall be nominated by the President for consideration by the current Directors in approval. Any nominee with a simple majority of approval votes from the Board may be seated as a Director of the organization.

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. Informal Action:

Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

9. Non-Voting Directors:

The organization shall make allowances for directors seated for the purposes of advising the Board of Directors, without voting power. These non-voting directors are entitled to attend the annual meeting as well as all regular meetings, however, must be specifically invited to any special meetings specifically where their expertise is required. The number of non-voting directors shall be determined by the Board of Directors at each annual meeting, unless urgency demands a special meeting during a given term.

10. 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.

a. 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 fiscal year in the interim period until the next annual meeting can be convened.

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 the Secretary, Treasurer, and all Corporate Executives appointed by the Committee Chairperson under Article V. This committee shall be charged with the daily operations of the organization.

b. Licensing & Legal Committee:

Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and the Chief Legal Officer. This committee shall be charged with the handling of all licensing and legal issues referred by the Board of Directors.

c. Steering Committee:

Chaired by a Director appointed by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and all Corporate Divisional Vice-Presidents.

d. Disciplinary Committee:

Chaired by the Chief Legal Officer and shall consist of a rotation of even-numbered members in addition appointed by the Chair of the Committee. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization referred by the Board.

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 Treasurer, and a Secretary. 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 of the Board of Directors’ meetings as well as all meetings of committees established. The Secretary shall work with the Counsel’s Office in ensuring corporate compliance. The Secretary may designate subordinates within their office to assist in executing these duties. The Secretary of the Board, due to its special nature, must be fulfilled by a voting director.

e. Treasurer:

The Treasurer shall be responsible for conducting the financial affairs of this organization as directed and authorized by the Board of Directors. Within their position in the Executive Committee, they shall act 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 at each annual meeting. The Treasurer may designate subordinates within their office to assist in executing these duties. The Treasurer of the Board, due to its special nature, may be seated as a non-voting director, if determined by the Board of Directors.

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 of 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, may be seated as a non-voting director, if determined by the Board of Directors.

g. Any Additional Officers:

The Board of Directors may seek to establish additional offices of the Board as deemed necessary to the governance of this organization. Permanent additions to the officers require amendment of these bylaws to establish those offices and duties, set forth in Article VIII. Temporary officers may be appointed by the President of the Board in a special meeting, with confirmation as set forth in Article IV, Section 3(b); all temporary officers’ term expire after the next annual meeting.

2. Qualifications:

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

3. Election and Term of Office:

Following the annual meeting upon which all directors are seated, the subsequent regular meeting shall see the election of officers:

a. President:

If the sitting President is in an acting or interim capacity, or the office is vacant for any reason, the Board of Directors shall nominate from its members a new President. Any nominated director with a winning plurality of votes shall be seated as President for the new term. Otherwise, the President of the previous term continues to serve in that office.

b. All Other Officers:

The President of the new term shall appoint all other officers, each required confirmation by the Board of Directors with a majority vote. Each officer shall serve a term of one year, expiring after the next annual meeting following confirmation.

4. Removal or Vacancy:

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 carry with a super-majority of seventy-five percent (75%) of the directors. Any officer vacancy that occurs whether by death, resignation, removal, or any other cause, shall be filled according to their office requirements, as follows:

a. President:

The Executive Vice-President shall assume the duties of this office in the event of a vacancy until the next annual meeting. If the Executive Vice-President refuses to accept these duties, the Secretary shall assume acting duties of this office until after the next annual meeting.

b. Executive Vice-President, Vice-President(s), Secretary, or Treasurer:

The previously designated senior subordinate shall assume acting duties of this office. If no such designation was declared by the former officer, the Board of Directors may nominate from their numbers a successor in acting capacity whose term shall expire after the next annual meeting.

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 in numbers deemed necessary to carry out the daily operations of the organization in service to its members’ needs. All Executives shall be members of the Executive Committee, reporting to the office of the Chief Operations Officer. All Executives may appoint subordinates within their offices to assist in the execution of their duties.

2. Divisional Vice-Presidents:

This organization shall appoint Divisional Vice-Presidents, via the authority granted to the permanent Steering Committee. The President of the Board, authorized as the Chief Executive Officer of the Corporation, shall make appointments of Divisional Vice-Presidents in numbers deemed necessary to carry out the daily function of those designated divisions to serve the members’ needs. All Division Vice-Presidents shall be members of the Steering Committee, reporting to the office of the Chief Executive Officer. All Division Vice-Presidents may appoint subordinates within their offices to assist in the execution of their duties.

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 approved by the Secretary of the Board and archived 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 eighty percent (80%) 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.