Kulik's Krew is an international, not-for-profit membership organization
whose activities are focused on the talents and career of 1998 Olympic Men's
Figure Skating Gold Medalist, Ilia Kulik. Kulik's Krew's primary objectives are
to support Ilia Kulik and his fans by:
- offering accurate, timely and interesting
information about Ilia on our website;
- promoting Krew attendance for Ilia's competitive
and performing career;
- offering a congenial meeting place and open forum
for all of Ilia Kulik's fans;
- advancing, through all our activities, the
appreciation of artistic and athletic excellence in figure skating.
Article Three. Membership
Section 3.1 Classes of Membership. The corporation shall have two
classes of membership: Paying Membership and Honorary Membership.
(a) Paying Membership — No more than one Paying Membership may be held by
any one person. The rights and privileges of all Paying Members shall be equal.
Each Paying Member shall be entitled to one vote. Paying Membership is
subdivided into two categories:
1) Basic Membership — The initial person in a household wishing to join the
Krew, is required to apply for Basic Membership.
2) Associate/Family Membership — Each additional person, living in the same
household of a Basic Membership holder, may join, or renew, as an Associate or
Family Member, providing this is done at the same time the Basic Membership is
applied for, or renewed.
(b) Honorary Membership — Honorary Membership is a lifetime membership
given to those professionals who have contributed significantly to the Krew, as
deemed appropriate by the current Board of Trustees. A 2/3 vote by the entire
Board of Trustees is needed to give such professionals an Honorary Membership.
Honorary Members have all the same rights and privileges of Paying Members with
the exception of the following: Honorary Members cannot vote, nor can they run
for office or a Trustee position, unless they also hold a Paying Membership.
Section 3.2 Qualifications. Any individual that pays dues as provided
below and that agrees to be bound by the Certificate of Incorporation of the
corporation, by these Bylaws, and by such rules and regulations as the Board of
Trustees may from time to time adopt, is eligible for a Paying Membership in
Section 3.3 Admission to Membership. The Board of Trustees shall from
time to time prescribe the form and the manner in which application may be made
for Paying Membership, as well as redefine what constitutes eligibility for an
Section 3.4 Property Rights. No member shall have any right, title, or
interest in any of the property or assets, including any earnings or investment
income of this corporation, nor shall any of such property or assets be
distributed to any member upon dissolution or winding up.
Section 3.5 Liability of Members. No member of this corporation shall be
personally liable for any of its debts, liabilities, or obligations, nor shall
any member be subject to any assessment.
Section 3.6 Transfer, Termination, and Reinstatement. Membership in this
corporation is nontransferable. Membership shall terminate on the resignation or
death of a Member, or on a Paying Member's failure to pay the dues required by
these Bylaws within 30 days of the due date. A Paying Member whose membership
has been terminated may apply for reinstatement in the same manner as
application is made for initial Paying Membership.
Section 3.7 Certificate of Membership. The Board of Trustees may provide
for the issuance of certificates evidencing membership in the corporation, which
shall be of the form of membership cards. Such membership cards shall be signed
by the President or Vice President or by the Secretary or an Assistant
Secretary. The name and address or e-mail address of each member and the date of
issuance of the membership card shall be entered on the records of the
corporation. If any membership card shall become lost, mutilated, or destroyed,
a new membership card may be issued to replace is on such terms and conditions
as the Board of Trustees may determine.
Article Four. Membership Fees and Dues
Section 4.1 Initiation Fee and Annual Dues. The Board of Trustees may
determine from time to time the amount of initiation fee, if any, and the amount
of annual dues, if any, payable to the corporation by members.
Section 4.2 Payment of Fees and Dues. Payment of Fees and Dues. If dues are
required, they shall be payable in U.S. Dollars on the first day of January
in each calendar year. Dues of new paying membership applicants will not be
prorated, but be payable on a year to year basis, regardless of when one
joins during the calendar year.
Section 4.3 Default and Termination of Membership. When any members shall
be in default in the payment of fees or dues for a period of 30 days from the
beginning of the fiscal year, that person's membership may be terminated by the
Board of Trustees. Renewal notices shall be sent to current members no later
than three months prior to the beginning of the fiscal year.
Article Five. Meetings of Members
Section 5.1 Annual Meeting. An annual meeting of members shall be held on
the second Monday in February of each year, at such place as the Board of
Trustees may designate from time to time by resolution. Location of meeting
shall be designated no later than January 15th of each year. Appropriate for
consideration at such meeting shall be the election of Officers and Trustees,
and such other corporate business as may come before the meeting. If the
elections of Officers and Trustees shall not be held on the day designated for
an annual meeting, or at any adjournment of such a meeting, the Board of
Trustees shall cause the election to be conducted by the Election Committee as
soon as may be convenient.
Section 5.2 Special Meetings. Special meetings of members may be called
by the President, the Board of Trustees, or not less that one-twentieth of such
members as may be qualified to vote.
Section 5.3 Place of Meeting. The Board of Trustees may designate any
place, either within or without the State of New Jersey, as the place of meeting
for any annual or special meeting of members. If no designation is made, the
place of meeting shall be an Internet location to be posted on the official
Kulik's Krew website. However, if at least 51% of members shall meet at any time
and place, either within or without the State of New Jersey, and consent to
holding of a meeting, such meeting shall be valid without call or notice, and at
such meeting any corporate action may be taken.
Section 5.4 Notice of Meetings. Written or printed notice stating the
place, day, and hour of any meeting of the members shall be delivered personally
or by mail or e-mail, to each member entitled to vote at such meeting, not less
than 30 nor more than 60 days before the date of such meeting, by or at the
direction of the President, Secretary, or such officers or persons as are
calling the meeting. In the case of special meetings, or when required by these
Bylaws or by law, the purpose for which the meetings is called shall be stated
in the notice. If sent by mail, a notice of meeting shall be deemed delivered
when deposited in the United States mail, postage prepaid, addressed to the
member at the member's address as it appears on the records of the corporation
at the time of the mailing. If sent by e-mail, a notice of meeting shall be
deemed delivered when sent via e-mail addressed to the member at the member's
e-mail address as it appears on the records of the corporation at the time of
Section 5.5 Informal Action by Members. Any action required or permitted
to be taken at any meeting of members, may be taken without such meeting if a
consent in writing, setting forth the action to be taken, shall be signed by at
least 51% of members entitled to vote with respect thereto.
Section 5.6 Quorum. Members holding fifty-one percent (51%) of the total
votes which may be cast at any meeting shall constitute a quorum at such
meeting. If a quorum is not present at any meeting of members, a majority of
those present may adjourn the meeting from time to time without further notice.
Section 5.7 Voting by Mail or Via the Internet. Where Trustees or
Officers are to be elected by members, such elections may be conducted by mail
or via the Internet in such manner as the Board of Trustees shall determine.
Section 5.8 Voting Rights. Each Paying Member shall be entitled to one
Article Six. Trustees
Section 6.1 Number. The authorized number of Non-officer Trustees of this
corporation shall be equal to the number of elected Officers plus one. (Elected
Officers shall automatically sit on the Board of Trustees by virtue of their
office, and further references to the Board of Trustees refers to both Officer
and Non-Officer Trustees, unless otherwise specified.)
Section 6.2 Qualification of Trustees. Trustees must be members in good
standing of the corporation and must be at least 18 years of age.
Section 6.3 Terms of Office. The term of office of each Trustee shall be
one year. There is no limit to the number of terms a person may hold office.
Section 6.4 Powers
(a) Except as otherwise provided in the Certificate of Incorporation, or by
law, the powers of this corporation shall be exercised, properties controlled,
and its affairs conducted by the Board of Trustees, which may, however, delegate
the performance of any duties or exercise of any powers to such officers and
agents as the Board may from time to time, by resolution, designate.
(b) Management of income property. As described in Article Eight, the Board
of Trustees may determine, by resolution from time to time duly adopted, to
delegate in whole or in part, the management, investment, and disposition of the
property of the corporation for purposes or earning an income from that
property, as distinguished from the matter of applying property and funds to
charitable purposes, to a finance committee consisting of not less than three
members of the Board (shall be elected by majority vote thereof), or to one
or more trust companies or banks duly authorized to a trust or banking business
under the laws of New Jersey.
Section 6.5 Replacement or Removal of Non-Officer Trustees.
(a) Whenever a Non-officer vacancy exists on the Board of Trustees, whether
by death, resignation, or otherwise, the vacancy shall be filled by the member
of the corporation receiving the next highest number of votes in the most recent
election for a Trustee position. If such replacement is unavailable, nominations
will be taken and a special election will be held. Any person appointed or
elected to fill the vacancy of a Trustee shall have the same qualifications as
were required of the Trustee whose office was vacated.
(b) Any person, appointed or elected, to fill a vacancy of a Trustee shall
hold office for the unexpired term of his or her predecessor in office and be
subject to removal as stated below.
(c) Any Trustee may be removed by a 2/3 vote of the Board of Trustees, or a
majority vote of the voting members of the corporation, whenever in the judgment
of the Board of Trustees, or the members of the corporation, the interests of
the corporation would be best served. In the case of action on the removal of a
Trustee, such member shall be entitled to be present for consideration of the
action to be taken, but shall not be entitled to vote. Any such removal shall be
without prejudice to the contract rights, if any, of the Trustee so removed. At
the same meeting, any vacancy caused by the removal may be filled as stated
Two consecutive unexplained absences from Board meetings shall be deemed a
resignation on the part of any member. Excessive total absences from Board
meetings shall be deemed grounds for removal by a 2/3 vote of the remaining
Board of Trustees.
Section 6.6 Compensation. No member of the Board of Trustees shall
receive any compensation from the corporation.
Section 6.7 Meetings.
(a) Meetings shall be held at such place or places as the Board of Trustees
may from time to time by resolution designate; or, in the absence of such
designation, at the principal office of the corporation. Regular meetings shall
be held at least twice a year. Notice of the such meetings shall be signed by
the Secretary e-mailed to each Trustee at the e-mail address last recorded on
the books of the corporation, not less than 7, nor more than 30 days before the
date of the meeting. However, this requirement may be waived by resolution of
the Board of Trustees. The President may, as the President deems necessary, and
the Secretary shall, if so requested in writing or e-mail by a majority of the
Board of Trustees, call a special meeting of the Board. In such event 7 days
e-mail notice to each Trustee shall be deemed sufficient.
(b) A quorum of at least 2/3 of the Board of Trustees is necessary for the
transactions of business at any meeting of the Board. However, if less than a
quorum of the Board of Trustees are present at any meeting, a majority of the
Board of Trustees present may adjourn the meeting from time to time without
further notice. Except as may be otherwise be provided in these Bylaws, or in
the Certificate of Incorporation of the corporation, or by law, the act of a
majority of the total number of Board of Trustees, at any meeting at which
quorum is present shall be an act of the Board of Trustees. Those Trustees not
in attendance may vote on issues by proxy, provided no new information on the
issue has been presented.
(c) All meetings of the Board of Trustees shall be governed by the Robert's
Rules of Order, including such revisions of those rules as may from time to time
be published, and except as those rules are inconsistent with these Bylaws, with
the Certificate of Incorporation of this corporation, or with applicable law.
Section 6.8 Action Without Meeting. No meeting need be held by the Board
of Trustees to take any action required or permitted to be taken by law,
provided all members of the Board shall individually or collectively consent in
writing or via e-mail to such action, and such written consent or consents is
filed with the minutes of the proceedings of the Board. Action by written
consent or e-mail shall have the same force and effect as action by unanimous
vote of the Trustees. Any certificate or other document filed under any
provision of law which relates to action so taken shall state that the action
was taken by unanimous written consent of the Board of Trustees without a
meeting, and that Certificate of Incorporation and Bylaws authorize the Trustees
to so act. Such a statement shall be prima facie evidence of such authority.
Article Seven. Officers
Section 7.1 Designation and Qualifications of Officers. The Officers of
the corporation shall be a President, a Vice President, a Secretary, a
Treasurer, and such other officers as may be elected in accordance with the
provisions of this article. The Board of Trustees may appoint such other
officers; such officers to have the authority and perform the duties prescribed,
from time to time, by the Board of Trustees. Any two or more offices may be held
by the same person, except the offices of President and Secretary or President
Officers must be members of the corporation for at least one year prior to
the date of the election and must be at least 18 years of age.
Section 7.2 Election and Term of Office. The Officers of this corporation
shall be elected annually by the members of this corporation at the regular
annual meeting. If the Election of Officers shall not be held at such meeting,
such election shall be held as soon as may be convenient. Each Officer shall
hold office until his successor shall have been duly elected and shall have been
Section 7.3 Removal. Any elected Officer may be removed by a 2/3 vote of
the Board of Trustees after a hearing by a Committee of the Board and a report
by such Committee to the Board has been made; or a majority vote of the voting
members of the corporation, whenever in the judgment of the Board of Trustees,
or the members of the corporation, the interests of the corporation would be
best served. In the case of action on the removal of a member of the Board, such
member shall be entitled to be present for consideration of the action to be
taken, but shall not be entitled to vote. Any such removal shall be without
prejudice to the contract rights, if any, of the Officer so removed. Two
consecutive unexplained absences from Board meetings shall be deemed a
resignation on the part of any member. Excessive total absences from Board
meetings shall be deemed grounds for removal by a 2/3 vote of the remaining
Board of Trustees, pending the hearing of the Committee of the Board. Any such
removal shall be without prejudice to the contract rights, if any, of the
Officer so removed.
Section 7.4 Vacancies. Whenever there is a vacancy in any office, whether
due to death, resignation, removal, disqualification, or otherwise, the vacancy
shall be filled by the member of the corporation receiving the second highest
number of votes in the most recent election for said vacated position. If such
replacement is unavailable, and more than three months remain on the existing
term of office, nominations will be taken and a special election will be held.
If less than three months remain, an appointment may be made from within the
current Board of Trustees by a 2/3 vote. Any person appointed or elected to fill
the vacancy of an office shall have the same qualifications as were required of
the Officer whose position was vacated.
Section 7.5 President. The President shall be Chief Executive Officer of
the corporation, and shall exercise general supervision and control over all
activities of the corporation.
- Shall preside at all meetings of members and of Trustees
- May sign, with the Secretary or other officer duly authorized by the Board
of Trustees, any deeds, mortgages, bonds, contracts, or other instruments the
execution of which has been authorized by the Board of Trustees, except in
cases where the signing and execution of such instruments has been expressly
delegated by the Board of Trustees by these Bylaws, or to some other officer
or agent of the corporation by law;
- Issue reports at board meetings and an annual report to the membership, and
- Shall perform all other duties generally incident to the office of
President and such other duties as may be prescribed by the Board of Trustees.
Section 7.6 Vice President. In the absence of the President or in the
event of the President's inability or refusal to act, the Vice President (or
Vice Presidents in the order of their election) shall perform the duties of the
President, and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President. Any Vice President shall perform such
additional duties as may from time to time be assigned to him by the President
or by the Board of Trustees.
Section 7.7 Treasurer. If so required by the Board of Trustees, the
- Give a bond for the faithful discharge of the Treasurer's duties in such
sum and with such surety or sureties as the Board of Trustees may deem
- Have charge and custody of, and be responsible for, all funds and
securities of the corporation
- Receive and give receipts for moneys due and payable to the corporation
from any source and deposit all such moneys in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
Board of Trustees; and
- Perform all duties generally incidental to the office of Treasurer and such
other duties as may from time to time be assigned to the Treasurer by the
President or by the Board of Trustees.
- Issue reports at Board meetings and an annual report to the membership.
Section 7.8 Secretary. The Secretary shall:
- Keep the minutes of meetings of members and of the Board of Trustees.
- See that all notices are duly given in accordance with the Bylaws or as
required by law
- Be custodian of the corporate records.
- Keep a membership book containing the names and addresses of all members
and Trustees of the corporation, and with respect to any membership which has
been terminated, record that fact together with the date of termination.
- Exhibit to any Trustee of the corporation, or to a Trustee's agent, or to
any person or agency authorized by law to inspect them, at all reasonable
times and on demand, these Bylaws, the Certificate of Incorporation, the
membership book, the minutes of any meeting, and the other records of the
- Issue reports at Board meetings and an annual report to the membership.
Article Eight. Committees
Section 8.1 Executive Committees. By majority vote, the Board of Trustees
may, by resolution duly adopted, establish one or more committees, each of which
shall consist of two or more Trustees, which committees, to the extent provided
by such resolution, shall have and exercise the authority of the Board of
Trustees in the management of the corporation; provided, however, that the
designation of and delegation of authority to such committees shall not relieve
the Board of Trustees, or any Trustee individually, of any responsibility
imposed on the Board of Trustees or any individual Trustee by these Bylaws, or
Section 8.2 Finance Committee. The matter of controlling, managing,
investing, and disposing of the property of this corporation for the purpose of
earning an income as distinguished from applying property and funds to
charitable purposes, shall be exclusively vested in a finance committee which
shall consist of 3 or more Trustees, who shall be elected by majority of the
Board of Trustees.
Section 8.3 Other Committees. Other committees not having and exercising
the managerial authority of the Board of Trustees, may be established by
resolution duly adopted by majority vote of the Board of Trustees except as may
be provided by resolution, members of committees shall be members of the
corporation, and shall be appointed by the President. Any member of a committee
may be removed by the President, whenever in the judgment of the President the
interests of the corporation would be best served by such removal.
Section 8.4 Terms of Office. Each member of a committee shall continue as
such until the next annual meeting of members of the corporation and until his
or her successor is appointed, unless such committee shall be sooner abolished,
or unless such member be removed or cease to qualify as a member of the
Section 8.5 Chairperson. One member of each committee shall be appointed
chairperson by the person or persons authorized to appoint the members of the
Section 8.6 Vacancies. Vacancies in the membership of any committee shall
be filled by appointments made in the same manner as provided in the case of
original appointments, and any member so elected shall be elected for the
unexpired term of his predecessor.
Section 8.7 Quorum. Unless otherwise provided in a committee's
establishing resolution, a majority of the whole committee shall constitute a
quorum, and the act of a majority of members present at a meeting at which a
quorum is present shall be an act of the committee.
Section 8.8 Rules. Each committee may adopt such rules and regulations
for its meetings and the conduct of its activities as it may deem appropriate;
provided, however, that such rules and regulations shall be consistent with
these Bylaws, and provided further that regular minutes of all proceedings shall
Article Nine. Contracts, Checks, Deposits, and Funds
Section 9.1 Contracts. The Board of Trustees may, by resolution duly
adopted, authorize any Officer or Officers, agent or agents of the corporation,
in addition to the officers so authorized by these Bylaws, to enter into any
contract or to execute and deliver any instrument in the name of and on behalf
of the corporation. Such authority may be general, or confined to specific
Section 9.2 Gifts and Contributions. The Board of Trustees or an
executive committee may:
- Accept on behalf of the corporation any contribution, gift, bequest, or
devise any type of property ("donations"), for the general and
special charitable purposes of the corporation, on such terms as the Board or
committee shall approve
- Hold such funds or property in the name of the corporation or of such
nominee or nominees as the Board or committee may appoint
- Collect and receive the income from such funds or property
- Devote the principal or income from such donations to such benevolent and
charitable purposes as the Board or committee may determine
- Enter into an agreement with any donor to continue to devote the principal
or income from the donation to such particular purpose as the donor may
designate and after approval of such agreement by the Board or committee
devote the principal or income from that donation according to the agreement.
Section 9.3 Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Trustees may select.
Section 9.4 Checks, Drafts, Orders for Payment. All checks, drafts, or
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 the Board of
Trustees and Officers shall from time to time by resolution determine. In the
absence of such determination, such instruments shall be signed by the Treasurer
or by an Assistant Treasurer, and countersigned by the President or a Vice
President of the corporation.
Article Ten. Miscellaneous
Section 10.1 Books and Records. The corporation shall prepare and
maintain correct and complete books and records of account, including one
primary set of books and records and a secondary or back-up set of books and
records, and shall also keep minutes of the meetings of its members, Board of
Trustees, and committees, and shall keep at a location designated by the
Secretary a membership book giving the names and addresses of members entitled
to vote. All books and records of the corporation may be inspected by any
Trustee, or member, or the agent or attorney of either, or any proper person, at
any reasonable time.
Section 10.2 Fiscal Year. The fiscal year of the corporation shall begin
on the first day of January and end on the last day of December in each year.
Section 10.3 Corporate Seal. The Board of Trustees may provide a
corporate seal if it is deemed necessary to conduct the normal course of
business for this corporation.
Section 10.4 Waiver of Notice. Whenever any notice is required to be
given under the provisions of the Nonprofit Corporation act of New Jersey or
under the provisions of the Certificate of Incorporation or the Bylaws of this
corporation, 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 Eleven. Amendments
Section 11.1 Revision of Bylaws. If desired by the general membership, a
Bylaws Committee may be appointed to collect and draft suggested revisions to
the Bylaws. Revisions may be proposed at any time by the Board of Trustees or by
any member of the corporation, and need not come through any such committee.
Section 11.2 Power of Members to Amend Bylaws. The Bylaws of this
corporation may be amended, repealed, or added to, or new Bylaws may be adopted
by the vote or written assent by 51% of the members voting, when at least 21
days notice is given for such assent, and at least 14 days allowed for such
Section 12.1 Expulsion of a Member. The Board of Trustees
reserves the right to terminate the membership of any member who acts in any way
that is injurious to Ilia Kulik or Kulik's Krew's interests or reputation.
The Board of Trustees will investigate and ask the member in question to
explain his or her side. A 2/3 vote of the Board is required for the
expulsion of a member