(c) Copyright 1989, 1991, 1992 -- The Society for Creative Anachronism, Incorporated. Members of the Society for Creative Anachronism may copy and distribute this document to other members of the Society so long as copyright credit is given and no changes are made in the text. The governing version of this document is the SCA ORGANIZATIONAL HANDBOOK, published 1989, and the official update sheets released subsequently. Printed copies are available from the SCA Stock Clerk, P.O. Box 360743, Milpitas CA 95036, for $3.50. Any disputes over the actual content of the document will be decided in favor of the printed version. [ as of 8/1992 ] BY-LAWS I. NAME The name of this corporation shall be the Society for Creative Anachronism, Inc., herein referred to as the "Society". II. OFFICES The principal office of the Society shall be located in the State of California. The Society may have other offices as the Board of Directors may determine or as the affairs of the Society may require from time to time. III. OBJECTIVES AND PURPOSES The Society shall be dedicated primarily to the promotion of research and re- creation in the field of pre-17th-century Western culture, as stated in greater detail in Article II of the Society's Articles of Incorporation. IV. DEDICATION OF ASSETS The properties and assets of the Society are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, Director or officer of the Society. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes which has established its tax-exempt status under Internal Revenue Service Code Section 501(c)(3). V. MEMBERS A. STATUTORY MEMBERS. The Society is a public benefit corporation and shall not have any members within the meaning of Section 5056 of the California Corporations Code. It is not a mutual benefit nonprofit corporation permitting distributions to members. B. NONSTATUTORY MEMBERS. The Board of Directors has designated the following categories of advisory membership. Such advisory members are not members within the meaning of Section 5056 of the California Corporations Code. 1. Sustaining Membership conveys eligibility to hold office in the Society, as well as subscriptions to Tournaments Illuminated and the appropriate regional newsletter, and any other privileges designated by the Society or its subdivisions as accruing to members of the Society. 2. Contributing Membership conveys the privileges of Article V.B.1, together with the thanks of the Society. 3. Foreign Membership conveys the privileges of Article V.B.1, except for subscription to the regional newsletter. Foreign Members receive Tournaments Illuminated by air mail or equivalent delivery service. This membership type is available only to mailing addresses outside the United States, Canada or Australia. 4. Associate Membership conveys eligibility to hold office in the Society, except where other membership categories are required by Corpora or the By-Laws. Associate membership also entitles the holder to any privileges designated by the Society or its subdivisions as accruing to members of the Society, except where another membership type is specifically required by the organization defining the privilege. (For definition of Corpora, See By-Laws Article XIII.) 5. Family Membership extends the privileges of Article V.B.4 to the immediate family of a member defined in paragraphs B.1 through B.3 of this Article, who live at the same physical address as the member. 6. Institutional Membership allows a library or school to subscribe to Tournaments Illuminated and Compleat Anachronist without acquiring the regional newsletter, and without any of the other privileges of membership. The Board reserves the right to determine whether or not a given organization qualifies for this membership type. C. GENERAL CONDITIONS AND PRIVILEGES OF MEMBERSHIP 1. Access to Membership. Membership in the Society is open to any interested individual, without restriction of age or citizenship. Membership can be terminated only by: (1) lapse following nonpayment of dues, or (2) action of the Board of Directors. Memberships are not transferable or assignable. 2. Privileges of Members and Nonmembers. Every member of the Society is eligible for office and advancement within the Society, subject to the requirements for such office or such advancement, and to the provisions established above. However, while a group or institution may obtain a membership of the types listed in V.B.1-3 in order to obtain the newsletters and/or increase its support of the Society, such membership does not convey the privileges of membership to persons associated with that group or institution. (See also Governing and Policy Decision #8.) While all participants in the Society's activities are encouraged to become members, membership is a requirement only for persons holding office or entering formal competition for the privilege of holding office. Participation in tournaments, revels, re-creations, or other Society events does not require membership. 3. Revocation/Denial of Membership. Membership in the Society may be revoked as provided in Paragraph C.1 of this Article for the following reasons: (1) conviction of violation of civil or criminal law (2) actions that endanger the Society; (3) violation of the By-Laws or Corpora of the Society; (4) formal recommendation arising out of procedures for the purpose defined in Corpora for the medieval structure of the Society. (See also Governing and Policy Decisions #3 and #10.) Membership in the Society may be denied for the same reasons as revocation. Membership may also be denied if the reasons for a previous revocation of membership are still considered by the Board to be valid. 4. Reservation by the Board. The Board shall have the sole authority to define the classes of membership and establish and revise a schedule of dues. No dues may be set by any branch of the Society. However, fees for admission to events other than regular business meetings of branches of the Society shall not be considered dues. VI. BOARD OF DIRECTORS A. POWERS: Subject to the provisions of the California Nonprofit Corporation Law, the activities and affairs of the Society shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors, herein referred to as the Board. The Board may delegate management of the day-to-day operation of the business of the Society provided that the activities and affairs of the Society shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board subject to the limitations in the Articles of Incorporation. B. NUMBER OF DIRECTORS: The authorized number of Directors of the Society shall not be less than five (5) nor more than seven (7) until changed by amendment of this Article of the By-Laws. C. QUALIFICATIONS OF DIRECTORS: Each Director shall be a natural person at least 21 years of age, and shall be appointed by the Board from the advisory membership defined in paragraphs V.B.1 through V.B.5, collectively known as subscribing members. Such subscribing membership must be maintained while serving on the Board. It is the intent of the Society that the composition of the Board shall represent a diversity of skills and experience, to enable the Board to make informed, well- balanced decisions on the Society's activities. D. RESTRICTION ON INTERESTED DIRECTORS: No Director may hold any office specified in Article VII.A of these By-Laws, nor may a Director hold any other office defined by the Corpora to be incompatible with active service on the Board. A Director may take a leave of absence of not more than one year to serve in such an office, but such leave of absence shall not extend the Director's remaining term of service upon the Board. In addition, not more than forty-nine percent (49%) of the Directors may be "interested persons", defined as 1) any person compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as a Director; and 2) any relative by blood or marriage of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the corporation. E. ELECTION AND TERM: Directors are elected by the unanimous vote of the Board. 1. Probationary Period. All Directors shall be appointed for an initial trial period of six (6) months, commencing at the conclusion of the first meeting attended. At the end of the probationary period, the Board shall either confirm the remainder of the term, or appoint someone else to the Board for the probationary period. 2. Term of Service. Directors' terms shall be staggered so that one term ends each six months. No director shall serve more than fourteen quarters, dating from the meeting at which he or she is elected. A Director's term begins immediately upon election and acceptance. Should a Director be unable to serve his or her full term, the remaining Directors shall either leave the position vacant until the end of the term (as long as the number of active Directors does not go below 5, as specified in VI.B), or elect someone to fill the remainder of the term. During the period between acceptance and his or her first meeting, a Director shall receive information routinely distributed to the Board, and shall be bound by its policies regarding behavior of Directors. No one who has served as a Director of the Society may be re-elected to the Board until a period of at least one (1) year has elapsed from the end of the previous term. F. VACANCIES AND REMOVAL: Directors remain on the Board until expiration of their term of service, resignation, or removal. By a majority vote, the Board may remove any Director without cause at any regular or special meeting, provided that the Director to be removed has been notified in writing that such action would be considered at that meeting. 1. Dismissal of a Director a. Impeachment. A Director can be impeached by a letter signed by three (3) Directors, or by a petition signed by a majority of the Corporate Officers or 10% of the current advisory membership. Additional procedures for petitions of impeachment arising out of the medieval structure of the Society are defined in Corpora. b. Removal. The removal of a Director shall be considered by the Board at its next regular meeting after an impeachment is filed, or at a special election meeting called as provided in VI.I, except that there must be at least ten (10) days notice in writing to all Directors. If the next regular meeting is more than forty-five (45) days from the time of receipt of a petition of impeachment, a special election meeting shall be called. 2. Filling Vacancies. All vacancies may be filled by unanimous vote of the Directors then in office, whether or not their numbers constitute a quorum. 3. Leave of Absence. A Director may take leave of absence from the Board with the concurrence of the remaining Directors. Such leave of absence shall not extend the absentee's term of service on the Board. An interim replacement may be appointed by the Board with the concurrence of the Director taking the leave for the duration of a leave of absence. An interim Director must meet the requirements for a regular term on the Board, and shall have the same voting rights as a regular Director. G. PLACE OF MEETINGS; MEETINGS BY TELEPHONE: Regular or special meetings of the Board may be held at any place within or outside the State of California that has been designated from time to time by the Board. In the absence of such designation, meetings shall be held at the principal executive office of the Society. Notwithstanding the above provisions of this Section, a regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the Minutes of the meeting. Any meeting may be held by conference telephone or similar communications equipment, as long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting. H. REGULAR QUARTERLY MEETINGS: The Board shall hold a regular meeting in each calendar quarter, for the purpose of appointing Directors and officers of the Society, and for the transaction of other business. These meetings are open to any advisory member of the Society. Notice of these quarterly meetings shall be given via publication in the Minutes of the previous meeting. I. SPECIAL MEETINGS: Special meetings of the Board may be called for any purpose at any time by the Chairman of the Board, or by any two other Directors. Written notice of the time and place of special meetings shall be delivered personally to each Director or communicated to each Director by telephone, telegraph or first-class mail, addressed to the Director at the Director's address as it is shown upon the records of the Society. In case such notice is mailed, it shall be deposited in the United States mail at least ten (10) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone or telegraph, it shall be so delivered at least seventy-two (72) hours prior to the time of the holding of the meeting. Such mailing or delivery shall be due, legal and personal notice to each Director. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the Minutes of the meeting. J. ACTION AT A MEETING; QUORUM AND REQUIRED VOTE: An act of the Board consists of an affirmative decision by a majority of the maximum authorized number of Directors, except as otherwise provided for in the By-Laws. A quorum shall be a majority of the maximum authorized number of Directors. K. CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD: The post of Chairman shall be held for such period as the Board shall from time to time determine. No member shall be required to serve as Chairman. If the Chairman is not present or may not serve as Chairman for any reason, the Vice-Chairman shall act as Chairman. Both the Chairman and the Vice-Chairman shall be selected by unanimous consent of the Board. L. COMMITTEES: The Board may designate one or more committees, each of which shall consist of two or more Directors and may also include persons who are not on the Board, to serve at the pleasure of the Board. These committees shall serve as advisory bodies, and shall not exercise the authority or power of the Board. M. REIMBURSEMENT OF EXPENSES: Directors and members of committees may receive such reasonable reimbursement for expenses as may be determined by the Board. VII. ADMINISTRATION A. OFFICERS: The officers of the corporation shall consist of a President, a Vice- President (optional), a Treasurer, a Secretary, a Registrar, and such others as the Board may from time to time designate. No two or more of the offices explicitly defined in this paragraph may be held simultaneously by one person, except Secretary and Registrar as provided below. 1. Election, Qualifications, and Term of Office: Officers of the corporation are elected by a unanimous vote of the Board, and shall hold office until their term of service is over, they resign, or they are removed by a two-thirds vote of the Board. The normal term of service shall be three (3) years, with two (2) year renewals available by mutual consent between the officer and the Board. 2. President: The President is the principal executive officer of the Society and shall supervise and control all of the business and administrative affairs of the corporation and shall preside at all meetings of the Officers. The President may sign and authorize such instruments as the President deems appropriate to the conduct of the Society's proper business, and may delegate similar responsibilities, but is subject to the discretion of the Board. (See also Governing and Policy Decision #7.) 3. Vice-President: The Vice-President shall, in the absence of the President or in the event of the President's inability to act, perform the duties of the President and, when so performing, shall have all the duties, powers, and restrictions of the President. When the President is not absent or otherwise inactive under the above conditions, the Vice-President shall be the chief assistant to the President and shall carry out such duties as are assigned to the Vice-President. If there is no Vice- President, these duties shall fall upon the Secretary. The President's "inability to act" shall be determined at a regular meeting of the Board, or at a special meeting called as provided by Section VI.I. 4. Secretary: The Secretary shall be responsible for the regular administrative duties of the Board and the corporation, including correspondence, Minutes of all meetings of the Board and of Officers of the Society, and such other administrative duties as shall be assigned by the Board or the President. The Secretary shall maintain all necessary records of the corporation not maintained by other officers or offices. The Secretary shall be responsible to the President and the Board for the regular performance of the administrative duties of the corporation. 5. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Society; receive and give receipts for money due and payable to the Society from any source; prepare tax returns and other reports on the Society's financial status as required, and deposit money in the name of the Society in such depositories as the Board may select. The Treasurer must maintain records and funds of the Society separately from any personal records or funds. 6. Registrar: The Registrar shall be responsible for maintaining the membership files of the Society; for processing membership applications and delivering membership monies to the Treasurer; and for preparing mailing lists for publications of the corporation. The Registrar shall be financially responsible for all membership monies to the Treasurer. The Registrar is otherwise responsible to the Secretary, and at the Board's discretion the office may be held by the Secretary. 7. Other Offices and Officers: The President and Treasurer shall have separate positions within the medieval structure of the Society. The titles and duties of these positions are defined in the Corpora, as provided by Article XIII of these By- Laws. In addition, the Corpora defines other offices and officers which function within the medieval structure of the Society. B. CORPORATE BUSINESS OFFICE. The Society shall maintain a Corporate Business Office to carry out regular administrative work of the Society. Such duties as are not explicitly assigned to other Corporate officers shall be assigned to and performed by this office. C. COMPENSATION: The salary and other compensation of the officers shall be fixed from time to time by resolution of or in the manner determined by the Board. VIII. CONTRACTS, CHECKS, AND FUNDS A. EXECUTION OF CORPORATE INSTRUMENTS: The Board may, at its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Society. Unless otherwise specifically determined by the Board or otherwise required by law, formal contracts and other corporate instruments and documents shall be executed, signed or endorsed by the Chairman of the Board, Vice-Chairman of the Board or the President and by the Secretary or Treasurer. B. CHECKS, DRAFTS, ETC.: All checks and drafts drawn on banks or other depositories of funds to the credit of the corporation, or on special accounts of the Society, shall be signed by such person or persons as the Board shall authorize to do so. C. GIFTS: The Board may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes of or for any special purpose of the Society not inconsistent with the charitable limitations in the Articles of Incorporation. IX. INDEMNIFICATION To the fullest extent permitted by law, the Society may indemnify its Directors, officers, employees, and other persons described in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in said section 5238(a), and including an action by or in the right of the Society, by reason of the fact that the person is or was a person described in that Section. "Expenses" shall have the same meaning as in said Section. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any "proceeding" may be advanced by the Society before final disposition of the proceeding upon receipt by the Society of a contract from that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Society for those expenses. The Society shall have power to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by such persons in such capacity or arising out of the person's status as such. X. BOOKS AND RECORDS The Society shall keep correct and complete books of account and records and shall also keep Minutes of the proceedings of the meetings of its Board, and shall keep in the custody of the Registrar of the Society a record giving the names and addresses of the persons described in Article V, which record shall not be copied or viewed by any person except the officers and Directors, except with the permission of the Board. The books of account may be inspected by any member or member's agent, for any reasonable purpose at any reasonable time. The lists of names and addresses shall not be made available without prior written approval of the Board. XI. 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. XII. AMENDMENT TO BY-LAWS These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the unanimous consent of the Board. Such amendments and alterations must be made in writing, and must immediately be placed in the records of the Society, and appended to copies of the By-Laws available to the membership. XIII. DEFINITION OF STRUCTURE FOR HISTORICAL RE-CREATIONS A. THE CORPORA: The Board shall establish and maintain a document defining the structure of the medieval organization used by the Society in its re-creations, and including minimum requirements and guidelines for that organization. This document is referred to as the Corpora of the Society. The Corpora may be altered, amended or repealed in part or in whole by a two-thirds vote of the Board. Such amendments and alterations must be made in writing and must immediately be placed in the records of the Society, and appended to copies of the Corpora available to the membership. B. GOVERNING AND POLICY DECISIONS: The Board may make decisions which amplify or interpret these By-Laws or the Corpora of the Society, and which may affect the medieval structure, branches, and membership of the Society, but which do not in the opinion of the Board require amendment of the By-Laws or Corpora. Such Governing and Policy Decisions must be made in writing and must immediately be placed in the records of the Society, and appended to copies of the Governing and Policy Decisions of the Board of Directors available to the membership. XIV. ROBERT'S RULES OF ORDER Business meetings of the Board shall in general be held according to the procedures defined in Robert's Rules of Order, Revised except where specified differently by these By-Laws.