Ilia Kulik's Official Fan Club, a New Jersey Nonprofit
Article One. Name
Section 1.1 The name of this organization shall be Kulik's Krew, Ilia
Kulik's Official Fan Club.
Section 1.2 Mailing address. The mailing address of this corporation
shall be P.O. Box 3803, Burbank, CA 91508-3803.
Section 1.3 Other Offices. The corporation may have such offices,
either within or without the state of New Jersey as the Board of Trustees
may from time to time determine.
Article Two. Mission Statement
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
- offering a congenial meeting place and open forum for all of Ilia
- 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 this corporation.
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 Honorary Membership.
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
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. 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 shall be prorated from the
first day of the quarter in which such new member is elected to membership
for the remainder of the fiscal year of the corporation, and shall be
payable, together with any initiation fee at the time the new member is
elected to membership. (January-March = full membership price; April-June
= ｾ membership price; July-September = ｽ membership price;
October-December = ｼ membership price) Associate/Family Membership
prices will not be prorated.
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
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
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 the mailing.
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
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
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
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
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
(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 above.
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 and Treasurer.
Officers must be members of the corporation 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 qualified.
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
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
- Shall perform all other duties generally incident to the office of
President and such other duties as may be prescribed by the Board of
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 appropriate
- 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
Section 7.8 Secretary. The Secretary shall:
- Keep the minutes of meetings of members and of the Board of
- 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 corporation.
- Issue reports at Board meetings and an annual report to the
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 by law.
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 committee.
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 committee.
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 be kept.
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 instances.
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
- 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
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 voting.