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BY-LAWS
OF
THE UNITED PIPE CLUBS OF AMERICA
ARTICLE I
Section 1. Name. The name of this social organization is the United Pipe Clubs of America ("UPCA").
Section 2. Offices. The principal office of the Club shall be in City and County of New York, State of New York, or at such place as the Board of Directors may from time to time determine.
Section 3. Fiscal Year. The fiscal year of the Club shall be the calendar year unless otherwise determined by the Board of Directors.
ARTICLE II - Membership
Section 1. Regular Members. Regular members of the Club shall consist of the undersigned founding pipe clubs and all other organized pipe clubs in the United States which shall subsequently apply for membership, meet the qualifications established by the Board of Directors, be elected by the members and pay the annual membership dues. The Club's Regular membership policy shall be open and inclusive; it shall encourage all organized regional and local pipe clubs in the United States to apply for Regular membership.
Section 2. Designated Representative. Each Regular member shall appoint a Designated Representative who shall be its official contact with the Club. All club membership notices and related information shall be addressed to the Designated Representative.
Section 3. Individual Members. Individual membership shall be open only to persons who reside in areas where no local pipe clubs exists and where it would be impractical for them to join a local club. Such persons shall make application to the Board of Directors, which shall determine in its discretion whether the person is qualified for individual membership, as well as the amount of annual dues payable by individual members. Individual membership shall be the exception as the Club encourages the organization of local pipe clubs.
Section 4. Associate Members. Associate Membership may be offered to commercial undertakings associated with the pipe and tobacco industry, such as manufacturers, suppliers, importers, distributors and vendors of such products and those otherwise involved in the industry which support and assist the activities of the Club. Associate Members shall meet the qualifications and pay annual dues or make other contributions in cash or kind in amounts to be established and/or agreed by the Board of Directors.
Section 5. Honorary Members. Honorary members shall be chosen from the ranks of distinguished pipe smokers who have contributed to the hobby of pipe smoking in this country or abroad or who have rendered unusual service to the Club. Honorary membership may be conferred upon any person who has been recommended by the Board of Directors and elected by the members present at the meeting at which the Board of Directors makes its recommendation. Honorary members shall be entitled to all the rights and privileges of the Club, except the right to vote, but shall be exempt from the payment of dues.
Section 6. Removal of Members. Any Regular member shall be automatically dropped from membership for failure to pay its annual dues within six (6) months after mailing of a dues notice to its Designated Representative. Any member may also be removed from membership for cause by the affirmative vote of four-fifths of the membership present at a meeting upon recommendation of the Board of Directors. Any such member proposed to be removed for cause shall be entitled to at least fourteen (14) days' notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
ARTICLE II - Meetings/Quorums
Section 1. Annual Meeting. The annual meeting of the members shall be held on the third Sunday in January unless otherwise determined by the Board of Directors and shall be held at such time and place as shall be fixed by the Board of Directors.
Section 2. Notice of Annual Meeting. Notice of the place, date and hour of the annual meeting shall be given by the Secretary by mailing a copy thereof to each member at least one month in advance.
Section 3. Regular Meetings. Regular meetings shall be held from time to time upon one month's prior notice, at such time and place as the Board of Directors may determine.
Section 4. Quorum: Adjournments of Meetings. At all meetings of the members a majority of the then existing Regular members shall constitute a quorum for the transaction of business. The act of a majority of the Regular members present at a meeting at which there is a quorum shall be the act of the full membership except as may otherwise be specifically provided by statute or by these By-Laws. In the absence of a quorum, a majority of the Regular members present may adjourn the meeting until a quorum is present; and any business may then be transacted which might have been transacted at the meeting as originally called.
Section 5. Voting. At any meeting of the members, each Regular member shall be entitled to one vote, to be cast by the member's Designated Representative.
ARTICLE III - Board of Directors
Section 1. Number, Qualifications, Election and Term of Office. Each Regular member shall be entitled to appoint one director annually, who must be a member of that club and may or not be the member's Designated Representative. Each director shall continue in office until his successor has been elected and qualified. The Board of Directors shall annually elect its Chairman.
Section 2. Vacancies. In case of any vacancy in the Board of Directors, the Regular member in question shall appoint a successor to fill the un-expired portion of the term within ninety (90) days. Until a replacement is appointed, the member's Designated Representative shall serve as that member's Director, until a replacement is appointed.
Section 3. Powers and Duties. The Board of Directors shall have general control over the affairs and property of the Club, with power to make decisions and transact business on its behalf. The Directors may appoint such standing committees as they deem appropriate in addition to those provided for in Article VI.
Section 4. Membership Dues. Annual membership dues for each category of membership shall be determined from time to time by the members upon the recommendation of the Board of Directors. Such recommendation shall be presented and voted upon at any membership meeting. The written notice of that meeting shall advise the membership that the amount of annual dues will be discussed and a vote taken.
Section 5. Meetings. Meetings of the Board of Directors may be held upon the call of the Chairman of the Board or three directors, specifying the time and place of the meeting.
Section 6. Quorum. A majority of directors present in person or by proxy shall constitute a quorum for the transaction of business.
ARTICLE IV - Officers
Section 1. Number and Qualifications. The Board of Directors shall elect the officers of the Club which are: President, Vice President, Secretary and Treasurer. The offices of the Secretary and Treasurer may be held by one person. All officers shall be members in good standing of organized pipe clubs which are Regular members of the Club. The term of office shall be one (1) year or until their successors are elected.
Section 2. Election and Term of Office. The officers shall be elected annually by the members at the annual meeting.
Section 3. President: Powers and Duties. The President shall preside at all meetings of the members and shall represent the Club at other functions. The President shall have the power to appoint an Executive Director or special committees with prior authorization of the Board of Directors and such other powers and duties as may be assigned him by the Board.
Section 4. Vice President: Powers and Duties. The Vice President shall have such powers and duties as may be assigned to him by the Board of Directors. In the absence of the President, the Vice President shall preside at meetings of the members and in general perform the duties of the President.
Section 5. Secretary: Powers and Duties. The Secretary shall keep the minutes of all meetings of the members. In the absence of the Secretary, the presiding officer may appoint any member to act as Secretary of the meeting. The Secretary shall send out all Club notices, handle club correspondence and shall perform such other duties as shall from time to time be assigned to him by the Board of Directors, such as maintenance of the Club's membership list and website.
Section 6. Treasurer: Powers and Duties. The Treasurer shall have the custody of all funds and securities of the Club. He shall keep or cause to be kept full and accurate accounts of receipts and disbursements, and shall deposit all moneys and other valuable effects in such banks or depositories as the Board of Directors may designate. Whenever required by the Board of Directors, he shall render a statement of his accounts and he shall also render a statement of his accounts annually to the members. He shall perform all duties incident to the position of Treasurer subject to the control of the Board of Directors, and shall when required, give such security for the faithful performance of his duties as the Board of Directors may determine.
Section 7. Bank Accounts, Checks, Investments, Etc. The Board of Directors is authorized to select such depositories and open such bank accounts as it shall deem proper for the funds of the Club and shall determine who shall be authorized in the Club's behalf to sign checks, bills, notes, receipts, acceptances, endorsements, releases, contracts and documents.
ARTICLE V - Standing Committees
Section 1. Nominating Committee. The Nominating Committee shall consist of five (5) members chosen annually by the Board of Directors. No such committee member may be an officer. The Nominating Committee shall nominate a slate of directors and officers for presentation at the annual meeting of members. The Nominating Committee shall submit its report at least one month prior to the annual meeting.
Section 2. Membership Committee. The Membership Committee shall consist of three (3) persons appointed by the Board of Directors. It shall consider all applications for membership within the qualifications established by the Board of Directors, and shall investigate such applications and report its recommendations to the membership.
Section 3. Executive Committee. The Executive Committee shall consist of the officers plus one person elected by and from the Board of Directors except if the offices of Secretary and Treasurer are combined there shall be two persons elected by and from the Board of Directors. The Executive Committee shall conduct the affairs of the Club as a delegatee of the Board of Directors between meetings of the Board.
ARTICLE VI - Club Books and Archives
Section 1. Books. There shall be kept at the office of the Club correct books of account of the activities and transactions of the Club, including a minute book, which shall contain a copy of the Charter and of these By-Laws, and all minutes of the meetings of the Club. Any archival materials relating to Club activities shall also be kept at the Club Office.
ARTICLE VII - Amendments, Etc.
These By-Laws may be amended, added to or repealed by the members at any meeting of the members by a two-thirds vote of those present at such meeting called for the purpose and specifying any proposed changes; provided, however, that such changes be proposed by the Board of Directors in writing at a meeting of the Club and that such proposed changes shall be incorporated in the notice of that meeting.
ARTICLE VIII
Section 1. Action Without Meeting/Telephone Meetings. Nothing in the By-Laws shall be deemed to restrict the power of the members, the Board of Directors or any committee appointed by the Board, to take any action required or permitted to be taken by them without a meeting.
Section 2. Electronic Meetings. Nothing contained in these By-Laws shall be deemed to restrict the power of the members, the Board of Directors or any Committee designated by the Board, to participate in a meeting by means of conference telephone or similar communications equipment, including e-mail, by means of which all persons may participate in the meeting, and such participation in a meeting shall constitute presence in person at such meeting.
Section 3. Informal Action. Any action required or permitted be taken at any meeting of the members, the Board of Directors or any committee thereof, may be taken without a meeting if all participants consent thereto in writing, including by e-mail, and the writings are filed with the minutes of such proceedings.
Section 4. Dissolution. The Club may dissolve, terminate or merge by the vote of 2/3 of the Regular Members. In the event of dissolution, the assets of the Club, after the satisfaction of claims of creditors, shall be transferred to a not-for-profit IRC § 501(c) (3) or c (7) organization having similar goals and purposes to the extent permitted by applicable law.
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