BY-LAWS

Northern Lights Pyrotechnic Club

 

By-Laws – Revised May 2016

ARTICLE I – PURPOSE

 

The purpose of the Northern Lights Pyrotechnic Club [NLPC] shall be to promote and encourage the safe, legal, and artful pyrotechnic operation throughout the North East and Mid-Atlantic area through training, demonstration, and exchange of information.

Section 1 – Safety

The club will follow the safety guidelines established by NLPC, and any applicable federal, state, and local laws.

Section 2 – Professional Development

The club will promote the professional development of its members by training in all aspects of safe pyrotechnic design, construction and use; and to work toward a goal of interested members becoming certified as fireworks display operators by NLPC standards.

Section 3 – Information

The club will serve as a clearinghouse for members in information exchange and technical assistance related to pyrotechnics.

Section 4 – Representation

The club will represent the interests of members involved in the pyrotechnic art within the New England and Tri-State areas.

ARTICLE II – OFFICES

 

The initial principal office of the Corporation is in the State of Massachusetts. The Corporation may have such other offices, either within or outside the State of Massachusetts as the officers of the Corporation may designate or as the business of the Corporation may from time to time require.

ARTICLE III – OFFICERS OF THE CORPORATION

 

Section 1 – General Powers

The business and affairs of the corporation shall be managed by its officers. The officers shall in all cases act as an Executive

Committee and they may adopt such rules and regulations for the conduct of their meeting and the management of the corporation as they may deem proper, consistent with these By-laws and Federal, State, and Local laws and subject to the approval of the membership.

Section 2 – Number, Tenure, Qualifications

The number of officers of the Corporation shall at all times be at least Five (5), with the maximum number as deemed necessary by the membership. Officer’s terms shall be for a duration of two  calendar years, starting from the annual meeting and ending at the following annual meeting.  Each elected officer is limited to serving no more than three consecutive terms (6 years).

Section 3 – Nominations

All nominations must be made in person or in writing at the annual meeting. After nominations have closed the president shall appoint a judge and two tellers, none of whom shall be candidates, to have charge of the proper conduct of the election.

Section 4 – Elections

During the annual meeting, the membership shall elect from among its members, a President, a Vice-President, Safety Officer, Secretary, and Treasurer to serve as officers of the Corporation for one annual term. The election shall be conducted by a secret ballot at the annual meeting. Every paid Full or Charter member in good standing will receive an official ballot, which he or she alone shall mark and place in the ballot box at the annual meeting.

The Judge of elections, in conjunction with at least one teller, shall open and count the ballots and prepare tally sheets. It shall be the duty of the Secretary to preserve the ballots and all other records pertaining to the election for a period of two years. The eligibility of member to vote must be verified.  The Secretary will keep a current and accurate list of all members eligible to vote. Members wishing to vote will be checked against said list prior to receiving a ballot.

The total of each candidate’s vote shall be recorded on a recapitulation sheet, which must be signed by the judge and tellers, and delivered to the president at the meeting. The president shall then read the results to the membership at the meeting. Those candidates receiving the highest number of votes for each office shall be declared elected, and will take office upon completion of the annual meeting’s open shoot. Any candidate shall have the right to have an observer present at the counting of ballots.

If there is only one candidate for any office, the secretary shall cast a unanimous ballot for that candidate and shall dispense with the requirement of a secret ballot vote for that office. In the event of a tie vote for any office, a special run-off election shall be conducted.

Section 5 – Manner of Acting

The act of the majority of the officers present at an Executive Committee meeting at which a quorum is present shall be an act of the officers.

Section 6 – Presumption of Assent

An officer of the corporation who is present at a meeting of the Executive Committee at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless the officer files their written dissent to such action with the person acting as the Secretary of the meeting before adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right of dissent shall not apply to an officer who voted in favor of such action.

Section 7 – Newly Created Offices and Vacancies

Vacancies occurring in the Executive Committee for any reason may be filled by majority vote of the remaining officers of the Executive Committee, on a temporary basis, until the next business meeting of the club. During the next business meeting the vacancy shall be filled by majority vote of the membership for the unexpired portion of the term.

Section 8 – Resignation

An officer may resign at any time by giving written notice to the Executive Committee, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Committee or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 9 – Removal

Any officer or agent elected by the membership may be removed only by the membership, by 2/3 majority vote whenever, in their judgment, the best interests of the Corporation would be served thereby.

Section 10 – Salaries

The membership shall fix the salaries and other remunerations of its officers. Salaries are to include reimbursements for postage, web services, materials, etc.

ARTICLE IV – OFFICERS

 

Section 1 – President

The President shall be the principal executive officer of the Corporation and, subject to the control of the membership shall, in general, supervise and manage all of the business and affairs of the Corporation. The President shall, when present, preside at all of the meetings of the membership and of the Executive Committee. The President may sign, with the Treasurer or any other proper officer of the Corporation thereunto authorized by the membership, certificates for shares of the Corporation, any deed, mortgages, bonds, contracts, or other instruments which the Executive Committee have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Committee or by the by-laws to some other officer of agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Committee from time to time.

Section 2 – Vice-President

The Vice-President shall perform all duties of the President in the President’s absence and shall perform such other duties as assigned by the President or Executive Committee.

Section 3 – Safety Officer

The Safety Officer shall oversee and insure safe shooting and be responsible for the safety of club members, spectators, and the general public. The safety officer shall also be responsible to make sure that reasonable precautions have been taken to prevent damage to property during NLPC events. The Safety Officer will establish and maintain written safety rules, to be approved by the Executive Committee, and to be in compliance with federal, state and local laws, and Pyrotechnic Guild International (PGI) guidelines. The Safety Officer shall draft or review all site diagrams and related forms for all club events where fireworks will be fired, assembled, or otherwise prepared.  The Safety Officer shall also perform all other duties assigned by the President or Executive Committee.

Section 4 – Secretary

The Secretary shall keep the minutes of meetings; see that all notices are duly given in accordance with the provisions of these bylaws, or as required; be custodian of the corporate records of the Corporation; and, in general, perform all duties incidental to the office of Secretary and such other duties as assigned by the President or by the Executive Committee.

Section 5 – Treasurer

The Treasurer shall have charge and custody of, and be responsible for all funds of the Corporation; receive and give receipts for moneys due and payable of the Corporation, from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws; and in general, perform all duties incidental to the office of Treasurer and such other duties as assigned by the President or by the Executive Committee.  The Treasurer shall make timely posts, to the general membership, on the club forum, as to the financial health of the club. Postings will include the current bank statement and will be made on no less than a bi-monthly basis.

ARTICLE V – GENERAL BUSINESS MEETINGS

 

Section 1 – Meetings of the General Membership

  • Shall be held quarterly, with such exceptions as may be decided from time to time.
  • The time and place of such meetings will be duly notified to the membership by the newsletter, special mailings, Posting on the club website and by E-mail. Members will be notified of club meetings a minimum of 30 days in advance
  • Such general business meetings may conduct any business of the Corporation, by majority vote, except as provided in these bylaws.
  • The annual meeting will be considered one of the required general membership meetings.

Section 2 – Executive Officer Meetings

  • The executive committee shall hold monthly meetings at a time that is to be determined by the executive officers that best fits the schedule of all the officers.
  • These meetings will take place via conference call.
  • Attendance at these meetings is necessary. Officers are required to be in attendance to 75% of the meetings.
  • Prior to a meeting notice shall be provided to the other officers if they will not be in attendance
  • Special meeting of the Executive Committee may be called by, or at the request of the President, or any two officers, or by the President at the request of 10% of the Members in good standing that will be made known to executive committee and club membership.

Section 3 – Notice of Meetings

  • Written, printed, web post on club site, or E-mail notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purposes for which the meeting is called shall be delivered not less than fourteen (14) days nor more than ninety (90) days before the date of the meeting, either personally, by mail, or by E-mail, by or at the direction of the president, the secretary, or persons calling the meeting, to each member.
  • If mailed, such notice shall be deemed delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice is served by E-mail, the notice will be deemed delivered upon receipt of notice of E-mail delivery. If posted on the club web site, the notice will be deemed delivered upon date of posting.
  • The attendance of an officer at a meeting shall constitute a waiver of notice of such meeting, except where an officer attends a meeting for the express purpose of objection to the transaction of any business because the meeting is not lawfully called or convened.

Section 4 – Quorum

  • A quorum, at a meeting of the general membership, shall consist of at least 25% of the members in good standing. A minimum of 10 members in good standing must be present shall over-ride the 25% quorum rule in the event the club has a total membership of less than 40 members.
  • At any meeting of the Executive Committee, a majority of elected officers shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the officers present may adjourn the meeting from time to time without further notice.
  • At any meeting of the Board of Directors, a majority of the board members including the executive officers constitute a quorum for the transaction of business, but if less than said numbers is present at a meeting, the majority of the board present may adjourn the meeting from time to time without further notice.

Section 5 – Order of Business

The order of business at all meetings shall be as follows as applicable based on the meeting type and purpose of said meeting:

  1. Reading of Minutes of Proceeding Meeting
  2. Report of Officers
  3. Unfinished Business
  4. New Business

Section 6 – Minutes

The Secretary, or in the Secretary’s absence, a member chosen by the President/Chairperson shall keep minutes of all business meetings.

Section 7 – Order of Meetings

All meetings shall be conducted by Robert’s Rules of Order, except as provided in these by-laws. The president or his appointee shall preside at the meetings.

The voting body, at a meeting, may vote by majority to modify the rules of order as they see fit.

Section 8 – Annual Meeting

The annual meeting shall be held during the third quarter of the calendar year in either August or September. Elections of the officers shall take place during this meeting.

Section 9 – Online Voting

Online voting will be allowed for the purpose of general business, as well as by-law changes, provided a quorum of members in good standing participate in the voting process and the required 30 day discussion period has been observed prior to the voting period.

ARTICLE VI – MEMBERSHIP (Membership Period runs Jan. 1 thru Dec. 31)

 

Section 1 – Approval

  • Literary membership of the club shall be open to any person of good moral character.
  • Junior membership shall be awarded to any minor whose parent is a Full Member of the club.
  • Full memberships of the club shall be open to any person of good moral character.
  • Membership is by application, reviewed by the Executive Committee.
  • Criteria for membership will be established by the Executive Committee.
  • Memberships are not transferable.
  • Members in Good Standing are deemed to be those whose yearly dues are paid current and have no pending legal or club disciplinary action. Only Members in Good Standing may vote on club action.

Section 2 – Dues

Membership dues will be re-evaluated by the Board of Directors prior to the annual business meeting.

  • Yearly dues will be as follows:

o Full Member – $50

o Junior Member – $10

  • Dues are collected and used for insurance, federal, state, and local law compliance, legal representation, acquisition, and for other purposes as deemed necessary by the Board of Directors.

Section 3 – Membership Types

  • Charter Membership – a member that has begun his or her membership in the club prior to the completion of the first full business year, which will have the same benefits as a full member. Charter member status is for recognition only.
  • Full membership – a member that will enjoy all of the benefits of membership in the corporation..
  • Junior membership

o A membership for a person that has not yet reached their 18th birthday.

o Must have Parent/legal guardian as a full member in good standing.

o Parental permission must be received, in writing on the appropriate forms

Section 4 – Membership Safety

Members agree to abide by the safety rules adopted by the club and applicable federal, state, and local laws.  Members violating the published safety policies may be removed from Club events. Repeated violations may result in membership termination.

Section 5 – Membership Benefits

  • Membership benefits will include receiving newsletters and other information of interest, attending regularly scheduled meetings, training, and such other benefits, as established by the Executive Officers. All members in good standing except junior members will be able to vote at general business meetings.

Section 6 – Membership Termination

  • Membership will be terminated when a member displays conduct not in the best interests of the club.
  • Termination will be accomplished by a majority vote of the general membership.
  • A member may be suspended by a 2/3 vote of the Executive Committee, until the next general meeting, at which time the membership shall, by 2/3 vote, reinstate the membership or, by majority vote, postpone action for a maximum of one general meeting.
  • A membership which has been suspended will remain suspended until a final decision is reached.

ARTICLE VII – CONTRACTS, INSURANCE, LOANS CHECKS AND DEPOSITS

 

Section 1 – Contracts

The executive committee may authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver and instrument, in the name of, and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 2 – Insurance

The Executive committee has the expressed permission of the membership to purchase annual general liability and directors and offices insurance requiring no other approval other than this bylaw.

Section 3 – Loans

No loans shall be contracted on behalf of the Corporation, and no evidences-of indebtedness shall be issued in the name, unless authorized by a resolution of the membership. Such authority may be general or confined to specific instances.

Section 4 – Checks, Drafts, etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as determined by resolution of the executive committee. The Treasurer must be notified of ALL transactions as soon as possible.

Section 5 – Spending Limits

The Executive Committee may authorize the Treasurer to spend any amount up to and including two hundred dollars ($200.00) between business meetings without prior authorization from the executive committee or the membership. The purpose of this is to allow the Treasurer to pay small bills in a timely fashion without waiting for the vote of the executive committee. The Treasure shall notify the executive committee of any expenditure not specifically authorized by the executive committee.

The Executive committee shall not spend or authorize the spending of any amount exceeding one thousand dollars ($1000.00) without approval of the general membership. A majority of the membership, in attendance at a business meeting, but not less than 21% of the total membership, must approve any expenditure over one thousand dollars ($1000.00).

Section 6 – Deposits

All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Executive Committee may select or defer to the Treasurer.

Section 7 – 1.3g Display funds

  • 10% of shooting fees received at each shoot in which shoot fees are collected will be set aside and appropriated for paying for 1.3g product at future shoots. Money from a shoot is not to be used to pay for product used at the shoot in which it was collected.
  • It will be the job of the Treasurer to manage the allocation of these funds within the clubs account and should be reported on with the quarterly financial reports.
  • Distribution of funds from this allocation will be made at the approval of the board of directors. The amount of money to be spent and the supplier of choice must be decided upon at this time.
  • Membership wishing to contribute to the purchase of 1.3g product for a club shoot shall submit the monies to the treasurer or a presiding officer to be deposited into the 1.3g fund. 100% of the donated funds will be allocated for 1.3g product. Any specific requests for 1.3g product by the contributing member will be logged and everything will be done to fulfill the donating member’s wishes in relation to the amount of money donated.
  • The club will write a check payable directly to the supplier who is providing the 1.3g product. The check will be presented to the supplier at the time in which a licensed operator of the club picks up /receives the equipment ordered

ARTICLE VIII – FISCAL YEAR

 

The fiscal year of the Corporation shall begin on the second day of the annual business meeting. This meeting will take place within the third quarter of the calendar year.

ARTICLE IX – WAIVER OF NOTICE

 

Unless otherwise provided by law, whenever any notice is required to be given to any incorporator, or officers of the Corporation under the provisions of these by-laws, or under provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X – AMENDMENTS

 

The by-laws may be altered, amended, or repealed and new by-laws may be adopted by a two thirds (2/3) majority vote of the membership present at a general membership meeting. Any proposed changes must be presented and distributed a minimum of thirty (30) days prior to a general meeting, during such time; comments will be accepted by the Executive Committee. If a member is not able to attend the meeting but wishes to vote, they may do so by sending a letter by registered mail, addressed to the Secretary at least (7) days before the general membership meeting stating if they are for or against the proposed changes and their vote will be included as if they were at the meeting.  Prior to voting on any changes to the by-laws, the proposed changes shall be published at least 30 days before the vote on the club website.   However in no event may any amendments be made which would affect the Corporation’s qualification as a tax-exempt organization pursuant to Section 501(c)(7) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE XI – NON-DISCRIMINATION

 

The corporation shall not discriminate against any member or potential member on the basis of race, religion, sexual preference, or ethnic origin.