ADOPTED ON MAY 5, 1990, AMENDED, 1995, AMENDED 2001
Section 1 – Registered Office And Agent
The principal office of the Corporation shall be in the County of Orange, State of Virginia. The Corporation may have offices and places of business at such other places within and without the State of Virginia as shall be determined by the Directors. The registered agent shall be appointed by the board.
Section 2 – Annual Meetings
The annual meeting of the Board of Directors shall be held at the place and time of the last scheduled Club Meeting held each year, or at such other places and times as the Officers and Directors designate by proper notice. The Boards of Directors also serve as the Officers of the Corporation.
Section 3 – Special Meetings
Special meetings of the board, or members, for any purpose or purposes may be called by the President.
Section 4 – Notice Of Annual Or Special Meetings
Notice of the annual meeting or of a special meeting stating the time, place, and purpose or purposes thereof shall be given to each member not less than ten (10) or more than sixty (60) days prior to the meeting but such notice may be waved in writing at any time.
Section 5 – Quorum
At any meeting of the membership, fifty one percent (51%) of the members entitled to vote shall constitute a quorum.
Section 6 – Voting
At each meeting of the membership, every member then entitled to vote may vote in person. Mail-in or proxy voting is not allowed.
Section 7 – Numbers Of Directors, Tenure And Vacancies
The business and affairs of the Corporation shall be managed and controlled by a Board of Directors of not more than six (6) Directors/Officers who shall be elected every two years by the members at the first scheduled corporate (club) meeting of the year. Each Director shall hold office until the election of his or her successor. Any Director may resign at any time. In the event of a resignation or any other vacancy, the remaining Director(s) shall appoint a new Director(s).
Section 8 – Special Meetings
Special meetings of the Directors may be called by the President and may be called at the written request of one Member of the Board.
Section 10 – Notice Of Special Meetings
Notice of the special meetings shall be given to each Director at least five (5) days prior to the meeting but such notice may be waived in writing at any time.
Section 11 – Officers
The officers of the corporation shall be a President, a Vice-President, a Second Vice-President, a Vice President of Publications, a Secretary, and a Treasurer. Any officer position may added or removed by a vote of the membership. The officers of the corporation shall be the same persons who sit as the Board of Directors and shall be elected every two years by the stockholders (members). All vacancies occurring among any of the above officers shall be filled by the Directors until the next yearly business meeting at which time a membership vote for the office will be held. Any officer may be removed at any time by the affirmative vote of the majority of the Board of Directors.
Section 12 – President
The President shall preside at all meetings of the Membership. The President shall have general management and control of the business and affairs of the Corporation.
Section 13 – Vice-President
The Vice-President shall, in the absence, or disability, of the President, exercise the powers and perform the duties of the President. The Vice-President shall also generally assist the President and exercise such other powers and perform such duties as shall be prescribed by the Directors and the President. The Vice President should also take a non-officer leadership position in the club such as Head of Shoots, Head of Safety, or Head of Seminars.
Section 14 – Second Vice-President
The Second Vice-President should be in charge of event logistics. The Second Vice President should also take a non-officer leadership position in the club such as Head of Shoots, Head of Safety, or Head of Seminars. He is also the initial chairman of any committee that is formed until the members of that committee choose a proper chairman.
Section 15 – Vice President of Publications
The Vice President of Publications primary responsibility is to collect information and disseminate this information in a bi- monthly newsletter. He will determine the format and size of this publication and submit a newsletter budget to the Board of Directors for approval. The Vice President of Publications should also maintain a newsletter exchange program with other pyrotechnic clubs to share ideas and articles.
Section 16 – Secretary
The Secretary shall keep the minutes of all proceedings of the club and the membership and shall give all notices required by these by- laws. The Secretary is in charge of processing new member applications. The Secretary is responsible for proposing modifications of the by-laws and the safety guidelines to meet the changes of the club.
Section 17 – Treasurer
The Treasurer shall have custody of all funds and other personal property of the Corporation and shall deposit them in such bank or trust company as shall be designated by the Directors or by the President. He shall receive and give receipts for money paid to, or by the corporation and maintain regular books of the Corporation for the purposes of accounting. He will maintain and file all paperwork required by our tax status.
Section 18 – Depositories
The funds of the Corporation shall be deposited in such bank or trust company and checks drawn against such funds in such manner as may be determined from time to time by the Directors or the President. Current records of such bank or trust company transactions must be maintained by the Treasurer.
Section 19 – Notice And Waiver Of Notice
Any notice required to be given by these by- laws may be given by mailing or electronically mailing the notice to the person entitled thereto at his address as shown on the Corporation’s books. Such notice shall be deemed to have been given at the time of such mailing. The person entitled to such notice may waive any notice required by these by-laws to be given.
Section 20 – Powers Of Directors To Amend
The Board of Directors shall have the power to make, amend and repeal the by-laws of the Corporation by a vote of the majority of all the Directors at any regular or special meeting of the Board.
Section 21 – Rules And Regulations
The Directors shall from time to time promulgate rules and regulations in order to promote the safe use of fireworks. One such set of rules, entitled “The CrackerJacks Inc. Fireworks Club Safety Guidelines” has been promulgated and adopted by the Directors and Members and is attached hereto as part of the by-laws of the Corporation.
Section 22 – Membership
Membership shall be obtained in the Corporation (Club) by application and approval of a majority of the Board of Directors. The Board of Directors shall require each applicant to be familiar with the rules and regulations of the Corporation and to acknowledge this in writing. In addition, Membership shall be conditioned on payment of dues assessed by the Board of Directors. Membership privileges can be suspended or eliminated permanently as determined in the sole discretion of the majority of the Board of Directors.