MISSION STATEMENT
NELUG.org, Inc. (The New England LEGO® Users Group or NELUG) was formed in August of 1999 for the purpose of facilitating adults in the sharing of the LEGO® hobby. Participation of members, though not required, is highly encouraged. NELUG does not favor one form of the hobby over any other, affording its membership a diverse range of exposure. NELUG's primary goal is camaraderie that is achieved by providing members the opportunity to meet other adults who share a common fascination of LEGO® through correspondence, meetings and events.
BY LAWS
ARTICLE I
General Provisions
Section 1. Articles of Organization. The name and purposes of the Corporation (herein referred to as the Club) shall be as set forth in its Articles of Organization. The Articles of Organization of the Club are hereby made a part of these By-Laws, and the powers of the Club and of its directors (herein referred to as the Executive Committee) and officers, and all matters concerning the conduct and regulation of the affairs of the Club, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization. In the event of any inconsistency between the Articles of Organization and these By-Laws, the Articles of Organization shall be controlling. All references in these By-Laws to the Articles of Organization shall be construed to mean the Articles of Organization as from time to time amended.
ARTICLE II
Members
Section 1. The Club shall have no statutory members. Any action or vote required or permitted by law to be taken by members of the Club shall be taken by action or vote of the same percentage of the Executive Committee.
Section 2. Members must be at least 18 years of age. The Executive Committee has the right to request proof of age, which shall be Government issued identification.
Section 3. Dues must be paid within the first month of joining the Club, and each year thereafter, during the first month of the calendar year, or membership may be forfeited. The amount of dues will be determined by the Executive Committee each year based on the needs of the Club. The Executive Committee has the discretion to review any extenuating circumstances for the nonpayment of dues and make a determination accordingly.
Section 4. First time members must be a resident of one of the 6 New England states (Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, or Vermont). Any member in good standing who relocates outside of New England may remain a member provided they meet all other membership requirements. Non New England resident members are not eligible for service on the Executive Committee.
Section 5. Resignation of a member. Any member may resign at any time by informing the Executive Committee of their resignation. A member, once resigned, shall be ineligible to vote, must return all Club property in the same condition it was given to him/her within a reasonable amount of time determined by the Executive Committee, and will no longer receive any benefit from the Club which includes, but is not limited to, use or possession of Club property, membership in Club mailing lists and participation in Club events. A resigned member is not entitled to a pro rata refund of the current year's dues, except at the discretion of the Executive Committee. A resigned member may rejoin the Club after satisfying the initial membership requirements.
Section 6. Removal of a member. A member may be removed from membership roles of the club by a unanimous vote of the Executive Committee, for good cause shown. A member, once removed, shall be ineligible to vote, must return all Club property in the same condition it was given to him/her within a reasonable amount of time determined by the Executive Committee, and will no longer receive any benefit from the club which includes, but is not limited to, use or possession of Club property, membership in Club mailing lists and participation in Club events. A member involuntarily removed is not entitled to a pro rata refund of the current year's dues, except at the discretion of the Executive Committee. Without the unanimous approval of the Executive Committee, the involuntarily removed member will not be allowed to rejoin the Club. Removing a member is meant to be a last resort measure, and shall not to be undertaken by the Executive Committee without good cause.
ARTICLE III
Board of Directors/Executive Committee
Section 1. Powers and Duties. The affairs of the Club shall be managed by a Board of Directors (herein referred to as the Executive Committee) who shall have and may exercise all the powers of the Club. The Executive Committee shall develop and maintain a written Policies and Procedures Manual outlining their duties and responsibilities as well as any other procedures that it may see fit which shall include but not be limited to the following: track and manage membership in the organization pursuant to Article 2; manage the finances of the Club; track and inventory all Club assets; review contracts and sign if approved; define parameters and requirements for contracts; coordinate events including membership participation levels at the events; maintain external relationships; intra Club communication; the Club’s web site; and establish mechanisms for holding elections.
Section 2. Number, Initial Elections and Term of Office. The number of directors (herein referred to as the Executive Committee (EC) Members) shall consist of not less than five EC Members and shall initially be set forth in the Articles of Organization and thereafter be set from time to time by a majority of the Executive Committee. All of the EC positions shall be reserved for active members of the Club, with one such EC Member being from each of the following classes. The Executive Committee shall be divided into five classes and shall be known as Class I, Class II, Class III, Class IV and Class V; the Class I EC Member shall initially be elected for a term of one year, Class II EC Member shall initially be elected for a term of two years, Class III EC Member shall initially be elected for a term of three years, Class IV EC Member shall initially be elected for a term of four years, and the Class V EC Member shall initially be elected for a term of five years. Each term shall commence on the date of election, and each EC Member shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Annually, successors to the EC Member(s) whose term(s) are expiring that year shall be elected to hold office for a term of three, four, or five years. EC Member terms are laid out such that one or two EC Member’s term shall expire annually.
Section 3. Annual Elections. Each year there will be an election to fill one or more EC positions. The EC Members whose terms are not ending are responsible for notifying the members that the election process has begun along with details of the process, creating a Ballot, collecting the votes and tallying the results. Four weeks prior to the end of an EC Member term, the membership will be notified that the Election process has begun. The EC Members will gather a list of nominees and place them on a Ballot. The EC Member whose term is ending will automatically be added to the Ballot unless he/she chooses to step down. Members in good standing of the Club and living in one of the six New England States (Vermont, New Hampshire, Maine, Massachusetts, Rhode Island or Connecticut) must be nominated and then seconded by two other members of the Club to be added to the Ballot. Members nominated and seconded must agree to running before being added to the final Ballot. After two weeks the Ballot will be considered finalized, and the voting process will begin. At this time, all members will be notified that the voting process has begun and that it will end in two weeks time. Any member in good standing may participate in the voting process. The voting process will be determined by the Executive Committee in such a way that allows all members in good standing a chance to vote. The voting process will only be considered completed after two weeks have past and half of the members in good standing have voted. Votes may be cast for one of the Candidates, none of the Candidates or all of the Candidates. In the event that a Candidate does not receive a majority of the votes, a runoff election will be held between the Candidates tied with the most votes. If a Candidate still does not receive a majority of votes, the tie will be broken by a roll of the dice.
Section 4. Resignation and Removal. Any EC Member may resign by delivering a written resignation to the President or the Clerk or to the Club at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any EC Member may be removed from office with cause by vote of a majority of the EC Members then in office. An EC Member may be removed for cause only after reasonable notice and an opportunity to be heard by the Executive Committee.
An EC Member may alternatively be removed by an affirmative vote of the membership. In order for such a vote to be held, a petition signed by twenty five percent (25%) of members must be presented to the Executive Committee. Upon receipt of such petition, a vote on the removal of the EC member in question must be organized to begin within 2 weeks and to complete within 4 weeks. Appropriate notice must be given to the membership regarding the vote. To result in removal, at least half of the members must have voted, and sixty six percent (66%) must vote in favor of removal.
The remainder of the term of the removed or resigned EC Member shall be filled by a special election of the Membership held to fill the seat for the remainder of the term. Any such special election is subject to the same requirements as annual elections, with the exception that the removed EC Member is not eligible for nomination.
Section 5. Annual Meeting. The annual meeting of the Executive Committee shall be held at such place, and at such time as the Executive Committee shall determine. Such date shall not be a legal holiday without unanimous agreement of all EC Members. If such annual meeting is omitted on the day herein provided, a special meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same force and effect as if transacted or held at the annual meeting.
Section 6. Regular Meetings. Regular meetings of the Executive Committee may be held without call or notice at such places and times as the EC Members may from time to time determine.
Section 7. Special Meetings. Special meetings of the Executive Committee may be held at any time and place designated when called by the President or a majority of the EC Members. Notice of any special meeting shall be given as provided in Section 8 of Article III of these By-Laws.
Section 8. Notice of Meetings. Notice of all special meetings of the Executive Committee shall be given to each EC Member by the Clerk, or, in case of the death, absence, incapacity or refusal of the Clerk, by the officer or EC Members calling the meeting. Such notice shall be given to each EC Member in person or by telephone, telegram, facsimile transmission, e-mail or other electronic means sent to such EC Member’s business or home address at least 24 hours in advance of the meeting, or by mail addressed to such business or home address and sent at least 48 hours in advance of the meeting. Except as required by law, notice of any meeting of the Executive Committee need not be given: (i) to any EC Member who, either before or after the meeting, delivers a written waiver of notice, executed by the EC Member, which is filed with the records of the meeting; or (ii) to any EC Member who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice or waiver of notice need not specify the purpose of any regular or special meeting unless otherwise required by law, the Articles of Organization or these By-Laws.
Section 9. Action at Meetings. No less than a majority of the EC Members then in office shall constitute a quorum, but in the absence of a quorum a lesser number may, without further notice, adjourn the meeting to any other time. At any meeting of the Executive Committee at which a quorum is present, the vote of a majority of those EC Members present shall decide any matter unless the Articles of Organization, these By-Laws or any applicable law requires a different vote.
Section 10. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Executive Committee or any committee thereof may be taken without a meeting if a written consent thereto is signed by all the EC Members or all the members of the applicable committee and filed with the records of the meetings of the Executive Committee. Any such written consent shall be treated for all purposes as a vote at a meeting.
Section 11. Vacancies. Continuing members of the Executive Committee may act despite a vacancy or vacancies on the Executive Committee and shall for this purpose be deemed to constitute the full Executive Committee. Any vacancy on the Executive Committee, however occurring, shall be filled by a special election of the Membership. Vacancies, if filled, shall be filled for the balance of the term.
Section 12. Compensation. EC Members shall not receive any compensation for their services as members of the Executive Committee. However, EC Members may, if authorized by the Executive Committee, be reimbursed for necessary expenses, including travel expenses, reasonably incurred by them in the performance of their duties as EC Members.
Section 13. Meetings by Telephone or Email or Electronic Conferences or Forums. The Executive Committee and members may hold meetings by means of a conference telephone, Email or electronic forums or any similar communication equipment by means of which all persons participating in the meeting can hear or communicate with each other at the same time, and participation by such means shall constitute presence in person at a meeting.
Section 14. Advisors and Other Supporters of the Club. The Executive Committee may designate certain persons or groups of persons as one or more categories of sponsors, benefactors, contributors, advisors or friends of the Club or such other title as they deem appropriate (“Advisors”). Advisors shall serve in an honorary capacity for such term as the Executive Committee may determine. In the absence of any such determination, an Advisor shall serve until the next annual meeting of directors or special meeting in lieu thereof. Advisors shall not be members or EC Members of the Club within the meaning of Chapter 180 and, except as the Executive Committee may otherwise designate, shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities.
ARTICLE IV
Committees of the Board
Section 1. Audit and Finance Committee. The Audit and Finance Committee shall:
(a) consist of no less than three members of the Executive Committee. The members of the Audit and Finance Committee shall be elected by the Executive Committee for one year terms.
(b) oversee all matters pertaining to the financial operations of the Club including review of the annual operating budget, the annual audit, the banking procedures established for the Club’s accounts, and accounting oversight of the Club’s investments and, at the Executive Committee’s request, make reports and recommendations to the Executive Committee concerning such matters; and oversee all matters pertaining to the financial operations of the Club including review of the annual operating budget, the annual audit, the banking procedures established for the Club’s accounts, and accounting oversight of the Club’s investments and, at the Executive Committee’s request, make reports and recommendations to the Executive Committee concerning such matters; and
(c) carry out such other duties and responsibilities as the Executive Committee may request of it from time to time.
Section 2. Other Committees. The Executive Committee, by vote of a majority of the EC Members then in office, may elect such other committees in addition to those specified herein as they may from time to time determine necessary or advisable. Each of the other committees will be comprised of three or more EC Members of the Club, as the EC Members may from time to time determine necessary or advisable, and the Executive Committee may delegate, to the extent permitted by law, the Articles of Organization or these By-Laws, such powers and duties thereto as the Executive Committee may deem advisable. At any meeting of a committee, a quorum for the transaction of all business properly before the meeting shall consist of a majority of the members of such committee. Any committee may, subject to the approval of the Executive Committee, make further rules for the conduct of its business. However, unless otherwise provided by vote of the Executive Committee or by rules established by the Executive Committee, the business of any committee shall be conducted as nearly as possible in the same manner, including without limitation, the power to act by unanimous written consent and to conduct meetings by telephone conference, as is provided in these By-Laws for the Executive Committee. The members of any committee shall remain in office at the pleasure of the EC Members.
ARTICLE V
Officers
Section 1. Officers. The officers of the Club shall consist of a President, Treasurer, and Clerk (per The Commonwealth of Massachusetts regulations for an LLC) and such other officers as the Executive Committee may from time to time determine. An officer may, but need not, be an EC Member.
Section 2. Election and Term of Office. The President, Treasurer, And Clerk shall be elected annually by the Executive Committee. Any other officers determined necessary or desirable by the Executive Committee may be elected by the EC Members. Except as otherwise provided by law, the Articles of Organization or these By-Laws, all officers shall hold office until the next annual meeting of the Executive Committee or special meeting in lieu thereof, and thereafter until their respective successors are duly elected and qualified, unless a shorter term is specified in the vote electing or appointing them. The Executive Committee shall elect a successor if the office of the President, Treasurer or Clerk becomes vacant. The Executive Committee may elect a successor if any other office becomes vacant.
Section 3. Resignation and Removal. Any officer may resign by delivering a written resignation to the President or Clerk or to the Club at its principal office and such resignation shall be effective upon receipt, unless it is specified to be effective at some later time. The Executive Committee may remove any officer, with or without cause, by a vote of a majority of the EC Members then in office. An officer may be removed for cause only after reasonable notice and an opportunity to be heard by the Executive Committee.
Section 4. The President. The President shall be chosen by the Executive Committee from their own number. The President may sign or execute, in the name of the Club and under its corporate seal, all deeds, mortgages, bonds, contracts or other instruments which have been authorized by the Executive Committee, or which are required to be executed in the ordinary and usual course of business of the Club, except in cases where the signing or execution thereof shall have been expressly delegated by the Executive Committee to some other officer or agent of the Club. The President shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Executive Committee and shall preside when present at all meetings of the Executive Committee.
Section 5. Treasurer. The Treasurer shall, subject to the direction and control of the Executive Committee, have general charge of the financial affairs of the Club, and shall keep full and accurate books of account. The Treasurer shall maintain custody of all funds, securities and valuable documents of the Club, except as the Executive Committee may otherwise provide. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Executive Committee.
Section 6. Clerk. The Clerk shall record and maintain, or cause to be recorded and maintained, records of all proceedings of the Executive Committee in a book or series of books kept for that purpose, which book or books shall be kept within The Commonwealth of Massachusetts at the principal office of the Club or at the office of its Clerk or of its resident agent and shall be open at all reasonable times to inspection by any EC Member or officer. Such book or books shall also contain records of all meetings of the sole incorporator and the original, or attested copies, of the Articles of Organization and By-Laws and names of all EC Members and the address of each. The Clerk also shall give such notices of meetings of EC Members as are required by these By-Laws. The Clerk shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Executive Committee. In the absence of the Clerk from any meeting of EC Members, a Temporary Clerk designated by the person presiding at the meeting shall perform the duties of the Clerk. The Clerk shall be a resident of The Commonwealth of Massachusetts, unless the Club shall appoint a resident agent for service of process in the manner prescribed by law.
Section 7. Other Officers. Other officers shall have such duties and powers as may be designated from time to time by the Executive Committee.
ARTICLE VI
Provisions Relative to Transactions
With Interested Persons
Section 1. The Club may enter into contracts and transact business with one or more of its EC Members or officers or with any Club, organization or other concern in which one or more of its EC Members or officers are directors, officers, stockholders, partners or otherwise interested; and, in the absence of fraud, no such contract or transaction shall be invalidated or in any way affected by the fact that such EC Members or officers of the Club have or may have interests which are or might be adverse to the interest of the Club even though the vote or action of EC Members or officers having such adverse interest may have been necessary to obligate the Club upon such contract or transaction, unless, for so long as the Club is a private foundation described in Section 509 of the Code, such contract or transaction constitutes an act of self-dealing prohibited by Section 4941 of the Code. In the absence of fraud or, for so long as the Club is a private foundation described in Section 509 of the Code, self-dealing, no EC Member or officer of the Club having such adverse interest shall be liable to the Club or to any creditor thereof or to any other person for loss incurred by it under or by reason of such contract or transaction, nor shall any such EC Member or officer be accountable for any gains or profits realized thereon. Notwithstanding the foregoing, subject to the Articles of Organization and applicable law, the Executive Committee shall adopt a conflict of interest policy covering the Club’s substantial contributors, EC Members, officers and such other employees as shall be specified in the policy.
ARTICLE VII
Miscellaneous Provisions
Section 1. Execution of Instruments. Any contracts, deeds, leases, bonds, notes, checks and other instruments of an amount or value up to and including $1,000 that are authorized to be executed by an officer of the Club on its behalf shall be signed by the President or the Treasurer, and any contracts, deeds, leases, bonds, notes, checks and other instruments of an amount or value over $1,000 that are authorized to be executed by an officer of the Club on its behalf shall be signed by the President or Treasurer, except as the Executive Committee may generally or in particular cases otherwise determine.
Section 2. Location. The principal office of the Club shall initially be located at the place set forth in the Articles of Organization of the Club. The Executive Committee may change the location of the principal office in The Commonwealth of Massachusetts, provided that no such change shall be effective until a certificate of change or an annual report is filed with the Secretary of The Commonwealth of Massachusetts specifying the street address of the new principal office of the Club in The Commonwealth of Massachusetts. The Executive Committee may establish other offices and places of business in The Commonwealth of Massachusetts or elsewhere.
Section 3. Fiscal Year. Except as from time to time otherwise determined by the Executive Committee of the Club, the fiscal year of the Club shall end on the last day of December in each year.
ARTICLE VIII
Indemnification
Section 1. The Club shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an EC Member or officer of the Club or of any of its subsidiaries, or who at the request of the Club may serve or at any time has served as an EC Member, officer or trustee of, or in a similar capacity with, another organization, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by a majority of the full board or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Club. Such indemnification may, to the extent authorized by the Club, include payment by the Club of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization, including an employee benefit plan, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Club if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she has a fiduciary duty.
The payment of any indemnification shall be conclusively deemed authorized by the Club under this Article VIII, and each director of the Club approving such payment shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the Executive Committee consisting of persons who are not at that time parties to the proceeding or (2) by a majority vote of a committee of two or more EC Members who are not at that time parties to the proceeding and are selected for this purpose by the full Executive Committee (in which selection EC Members who are parties may participate); or
(ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Club) appointed for the purpose by vote of the Executive Committee or in the manner specified in clauses (1) or (2) of subparagraph (i); or
(iii) the Executive Committee have otherwise acted in accordance with the standard of conduct applied under Chapter 180. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of an EC Member, officer or other person entitled to indemnification hereunder.
The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such EC Member or officer or other persons may be entitled. Nothing contained in this article shall affect any rights to indemnification to which Club employees or agents other than EC Members and officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.
No indemnification, reimbursement or other payment may be made under this Section with respect to penalties imposed under Section 4958 of the Internal Revenue Code of 1986, as amended from time to time, to the extent such indemnification, reimbursement or other payment would cause the compensation of an Agent to exceed “reasonable compensation,” as defined in the Treasury Regulations to the Internal Revenue Code and as determined by the Executive Committee. To the extent that any such payment is made, the amount of such payment may be reduced by any amount determined to exceed reasonable compensation. Any such reduction shall be determined by the Executive Committee.
ARTICLE IX
Amendments
Section 1. Except as may otherwise be required by law or the Articles of Organization of the Club, the By-Laws of the Club may be altered, amended or repealed, or new By-Laws may be adopted, by an affirmative vote of a majority of the Executive Committee of the Club entitled to vote at any annual meeting of the Executive Committee or at any special meeting of the Executive Committee.
Section 2. No such alteration, amendment or repeal, or adoption of new By-Laws, shall be contemplated unless a written petition for change signed by twenty five percent (25%) of the current membership of the Club, accompanied by a final draft of the suggested changes, including any required explanations has first been submitted to the Executive Committee, and a vote of the membership is taken and sixty six per cent (66%) of the members who vote, which must consist of a majority of the entire membership, must vote in favor of the amendment in order for the Executive Committee to approve the change.
Section 3. No such alteration, amendment or repeal, or adoption of new By-Laws, shall in any way authorize or permit the Club to be operated other than exclusively for charitable purposes nor for any purpose or in any manner that would deprive it of its status as an organization described in Section 501(c)(3) of the Internal Revenue Code.
Adopted: October 9th, 2015
