Bylaws of Kansas City Brick Lab LEGO® Users Group
Name and Duration
- NameKansas City Brick Lab LEGO® Users Group, abbreviated to “KC Brick Lab”, as needed.
- DurationThe Corporation shall have perpetual existence.
The purpose of the group will be to foster and encourage communication within the LEGO® hobbyist community and to increase public awareness of and to educate about the use of LEGO® as a hobby and art form.
- Membership Tiers
- Must be at least 18 years of age.
- Must request to be part of our online communication network.
- Contributing Members
- Must be at least 18 years of age.
- Must request to be part of our online communication network.
- Must agree to all the terms of these bylaws and any rules that have or will be established.
- Must fill out an application for membership and obtain approval from the Brick Table.
- Must participate in at least 3 meetings, events or displays per year.
- Must contribute dues in a timely manner if dues are being assessed.
- Junior Members
- Must be between the ages of 13 and 17 and have an adult member present to monitor their activity both online and at group events.
- Member Conduct (in person and online)
- All Members 17 years old and under shall be directly supervised by their parent or legal guardian at all times at club functions. The Member‟s parents or legal guardian are responsible for their children‟s conduct, and fully liable for any and all damages caused by their children.
- All Members 18 years old and older are responsible for their own conduct and are personally responsible for any and all damages they may cause.
- Retention of MembershipAny contributing member who fails to meet the requirements within the previous calendar year will be changed to member status. Contributing membership may be retained at the discretion of the Brick Table.
- Termination of Membership
- Voluntary TerminationAny member may voluntarily terminate membership upon the return of all Club property and satisfaction of all obligations.
- Involuntary TerminationAny member may be removed from the rolls of the club by a two thirds vote of the Brick Table. A member, once removed, may no longer vote, must return all club property in the same condition it was given to him/her within 14 calendar days, and may 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. Involuntary Termination shall bar the individual from ever rejoining the Club unless by a two thirds vote of the Brick Table (to be held at the request of the terminated member).Removing a member is meant as a last resort measure, and is not to be undertaken by the Brick Table without good cause.
Brick Table Directors
- ElectionNominations for Brick Table Directors may be made by any contributing member and must be turned into the Brick Table by October 31st of each calendar year and elections will be held during the annual meeting in November.
- NumberThe initial number of Directors shall be seven (7) and may be increased or decreased without further amendment of these bylaws. At no time may the number of Directors be less than three (3).
- TermThe term of the directors on the Brick Table will be for one year and will run from January 1st to December 31st.
- QualificationsTo be accepted for nomination they must have been a contributing member in good standing for 6 months prior to the election.
- PowersThe Brick Table Directors shall have all corporate authority, except such powers as are otherwise provided in these bylaws and the laws of the State of Missouri, to conduct the affairs of the Corporation in accordance with these bylaws. The Brick Table Directors may by general resolution create and delegate to sub committees, or to officers of the Corporation such powers as they deem appropriate.
- MeetingsThere will be annual meeting of the Brick Table Directors to be held at the place and
time designated by the Directors. Other meetings including phone conference calls, online meetings and physical meetings may be called by a majority of the Directors.
- Notice and WaiverNotice of regular meetings and special meetings need not be in writing. Attendance at any meeting shall be considered waiver of the notice requirement thereof.
- QuorumA quorum shall consist of a majority of the Directors. If at any meeting, less than a quorum is present, the majority may adjourn the meeting without further notice to the absent Director.
- VacancyAny vacancy occurring in the Brick Table Directors shall be filled by majority vote of the remaining Directors, though less than a quorum. Each person so elected shall serve until the duration of the unexpired term.
- RemovalAny Director may be removed by unanimous vote of the remaining Directors for failure to act in the best interests of the Corporation, or lack of sympathy with the stated purpose of the Corporation.
- CompensationDirectors shall receive no compensation for their service as Directors.
- Designation of OfficersThe officers of the Corporation shall be the President, Vice President, Secretary, and Treasurer, and they shall have authority to carry out the duties prescribed in these bylaws. No person may hold more than one office.2. Election and Term of the President. The President of the Corporation will be elected by the contributing members as defined in Article III. Nominations for President may be made by any contributing member and must be turned into the Brick Table by October 31st of each calendar year and elections will be held during the annual meeting in November. All nominations for President are also nominations for the Brick Table.
3. Election and Term of Vice President, Secretary, and Treasurer. These officers of the Corporation shall be elected at the annual meeting of the Brick Table Directors, and shall serve for one year or until their replacements are elected and qualified.
3. Removal. At any regular or special meeting, any officer may be removed by majority vote of the Brick Table Directors for failure to carryout the duties of the office as prescribed by these bylaws, conduct detrimental to the Corporation, or for lack of sympathy with the stated purpose of the Corporation. Any officer proposed to be removed is entitled to five (5) business days notice of the meeting at which the removal shall be considered and may address the Brick Table Directors at such meeting.
4. Compensation. Officers of the Corporation shall receive no compensation for their service as Officers.
5. Vacancy. Vacancies, in any office for any reason, shall be filled by the Brick Table Directors for the unexpired term of office.
6. Duties of Offices.
A. President: The President is the Chief Executive Officer of this Corporation and will, subject to the control of the Brick Table Directors or any Committees, supervise and control the affairs of the Corporation. The President will perform all duties incident to the office of President and any other duties that may be required by these Bylaws or prescribed by the Brick Table Directors.
B. Vice President: The VicePresident will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The VicePresident will perform any other duties that may be prescribed by the Brick Table Directors.
C. Secretary: The Secretary will keep minutes of all meetings of Members and of the Brick Table Directors, by the custodian of the corporate records, give all notices as are required by law or by these Bylaws, and generally perform all duties incident to the office of Secretary and any other duties as may be required by law, by the Bylaws, or which may be assigned by the Brick Table
D. Treasurer: The treasurer will have charge and custody of all funds of this Corporation, and will deposit the funds as required by the Brick Table Directors, keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, and render reports and accountings to the Directors. The Treasurer will perform all duties incident to the office of Treasurer, and any other duties that may be required by these Bylaws or prescribed by the Brick Table Directors.
Restrictions on Actions
1. All the assets and earnings of the Corporation shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall inure to the benefit of any employee of the Corporation or be distributed to its Directors, officers, or any private person, except that the Corporation shall be empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article II of these bylaws.
2. Notwithstanding any other provision of these bylaws, the Corporation will not carry on any activities not permitted by an organization exempt under Section 501(c)(3), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, or organizations whose contributions which are exempt under Section 170(c)(2), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. The Corporation shall have no capital stock, pay no dividends, distribute no part of its net income or assets to any Directors, Officers, and private property of the subscribers, Directors or Officers shall not be liable for the debts of the Corporation.
3. No substantial part of the Corporation’s activity shall be for the carrying on of a campaign of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in any political campaign, will not engage in political campaigns or attempt to influence legislation or interfere with any political campaign on behalf or in opposition to any candidate for public office.
4. In particular, but not without limitation of the generality of the foregoing paragraph, during such time as the Corporation may be considered a private foundation as defined by Section 509(a), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, it shall not:
A. Fail to distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942, Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
B. Engage in any act of self dealing as defined in Section 4941(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
C. Retain any excess business holdings as defined in Section 4943(c), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
D. Make any investment on such manner as to subject it to tax under Section 4944, Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
E. Make any taxable expenditures as defined in Section 4945(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
Contracts, Checks, Deposits and Funds
1. Contracts. The Brick Table Directors may authorize, by general resolution, a Director or Directors, an agent or agents, in addition to persons authorized by these bylaws to enter into any contract on behalf of the Corporation.
2. Checks, Drafts and Orders of Payment. All checks, drafts, notes, or orders of payment or other evidence of indebtedness issued in the name of the Corporation shall be signed by the Officer or Board agent such as the Brick Table Directors may from time to time designate by general resolution of the Brick Table Directors.
3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, of other depositories as the Brick Table Directors may designate.
4. Gifts. The Directors, collectively or individually, any officer or designated agent may accept gifts, contributions, bequests, or devise of any property on behalf of the Corporation. Such assets, become the property of the Corporation, and must be recorded immediately.
5. Loans. No Director, Officer or agent shall have the authority, on behalf to the Corporation, to enter into a loan or any other contract of indebtedness except by unanimous vote in a specific resolution of the Brick Table Directors. The authority designated by this provision shall be limited to a single and specific instance.
Upon dissolution of the Corporation, the Brick Table Directors shall, after paying or making provision for payment of all liabilities of the Corporation, including the costs and expenses of such dissolution, dispose of all the assets of the Corporation exclusively for the exempt purposes of the Corporation or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the last Brick Table Directors. None of the assets will be distributed to any officer or director of the Corporation. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
Statement of Nondiscrimination
Notwithstanding any provision of these bylaws, the Corporation shall not discriminate against any director, officer, employee, applicant, or participant on the basis of sex, race, color, ethnicity or national origin.
The Brick Table Directors shall have the power to amend, alter, make and repeal the bylaws of the Corporation by majority vote.