international jugglers’ association bylaws
Note: Changes since January 2005 are indicated by orange text or by strikeout for deleted text. Latest update: June 2015
ARTICLE I – OFFICES
The principal office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors may, from time to time, determine upon, or the purpose of the Corporation may require.
ARTICLE II – MEMBERS
1. Classes of membership. There shall be two classes of membership of the Corporation – Individual and Family.
2. Individual Members. Individuals who have an interest in juggling and pledge to uphold the Corporation motto shall be eligible for Individual Membership. The class of Individual Membership shall then be divided into three subclasses – Regular, Youth and Life, determinant upon dues paid and, for Youth Individual Members, eligibility by age. The age limit for Youth Individual Members shall be fixed by the Board of Directors and shall be subject to such changes as the Board of Directors may, from time to time, determine. The Board of Directors may, from time to time, close or open the organization to accepting new Life Individual Members. Individual Members shall be entitled to all the privileges of membership, including voting rights for members thirteen years of age or older.
3. Family Members. Persons in the family of, and living at the same address as, a Regular Individual Member or Life Individual Member and who have an interest in juggling and pledge to uphold the Corporation motto shall be eligible for Family Membership. The maximum age for Family Membership shall be fixed by the Board of Directors from time to time, provided that each Regular Individual Member or Life Individual Member is allowed to have one family member exempt from said maximum age. Family members subject to the maximum age for Family Membership must submit their birthdates in their membership applications. Family Members shall be entitled to all the privileges of membership, including voting rights for each Family Member thirteen years of age or older, except that Family Members will not receive the Corporation’s publications.
4. Expulsion of Members. Upon evidence submitted to the Board of Directors, that any member
- (i) has violated any applicable requirements of these bylaws; or
- (ii) has used the Corporation to further his or her personal financial interest;
- (iii) has willfully violated a policy of the IJA adopted by its Board of Directors and disseminated to its members; or
- (iv) has acted in such a way as to bring damage, disrepute, civil or criminal liability, financial or other harm to the IJA, its members, directors, employees, staff or contractors,
such member may be expelled from the Corporation in accordance with the provisions set forth below:
- (a) If, upon submission of such evidence to the Board of Directors, it determines by a majority vote, that there is probable cause to hold an expulsion hearing, the member who is to be considered for expulsion shall be given fifteen (15) days advanced notice of the hearing and shall be entitled to attend and present evidence on his or her behalf.
- (b) Promptly following the hearing, the Board of Directors shall determine, by a majority vote, whether or not the member shall be expelled. If the Board of Directors determines that the member shall be expelled, the member shall have five (5) days, by giving written notice thereof, to appeal such decision. If the member does not elect to appeal such decision, the member shall be expelled effective upon the expiration of said five (5) days. If the member does elect to exercise the right of appeal, the Board of Directors, at the next succeeding meeting of the Board, shall review the record of the hearing and shall then determine, by a majority vote, whether to sustain or overrule the decision; and
- (c) If the Board of Directors sustains the decision to expel the member, the member shall be expelled effective as of the date of such decision by the Board of Directors.
An expelled member shall have the opportunity to re-apply for membership after one (1) calendar year has passed from the original date of expulsion. The Board of Directors will at that time determine, by a majority vote, whether to re-admit the expelled member.
- (d) An expelled person shall have the opportunity to re-apply for membership after one (1) calendar year has passed from the original date of expulsion. The Board of Directors will review and consider the grounds for expulsion, the expelled person’s conduct since expulsion, the effect of reinstatement on current members as well as the IJA’s good name, well-being, and any other mitigating or aggravating circumstances which may be presented for the consideration of the Board of Directors upon an expelled person’s application for reinstatement. The Board of Directors will at that time determine, by a majority vote, whether to re-admit the expelled person. If reinstatement is denied, the expelled member may make a second application after two (2) calendar years have elapsed from denial of the initial application for reinstatement; and should that second application for reinstatement be denied, the expelled member may apply for reinstatement every five (5) calendar years thereafter. The Board of Directors will, for every received application for reinstatement that is allowed per the above, determine, by a majority vote, whether to re-admit the expelled person. All deliberations will be conducted in Executive Session.
5. Place of Meeting. Meeting of those members entitled to voting privileges shall be held at the place designated for the Annual Festival, or at such place within or without the State of Delaware as the Board of Directors shall designate and authorize.
6. Annual Meeting. The annual meeting of the voting members shall be held at the Annual Festival when the voting members shall elect a Board of Directors and transact such other business as may properly be considered at the meeting.
7. Special Meeting. Special meetings of the voting members may be called by the Board of Directors or by the Chairman of the Board and shall be called by the Chairman at the request, in writing, of a majority of the Board of Directors, or at the request, in writing of at least one-third (1/3) of the outstanding number of voting members at the time as shown on the records of the Corporation. Such request shall state the purpose or purposes of the proposed meeting and the business transacted shall be confined to the purposes stated in the notice.
8. Notice. Written notice of each special meeting of the voting members shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given by ordinary mail to each voting member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of the meeting. Notice is given when deposited in the United States mail, with postage prepaid thereon and directed to the member at his or her address as it appears on the record of voting members maintained by the Corporation. The attendance of any voting member at a meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice of him or her.
9. Quorum. The lesser of either:
- (a) one hundred (100) members entitled to vote; or
- (b) one-tenth (1/10) the total number of members entitled to vote, (as shown at that time on the records of the Corporation),
shall constitute a quorum for the transaction of business. Absentee ballots may be counted towards a quorum at the meeting, however, a minimum of two persons must be present at the meeting. When a quorum is once present to organize the meeting, it shall not be broken by subsequent withdrawal of voting members leaving less than a quorum in the meeting.
- (a) One Vote Per Member. Every voting member entitled to vote at a meeting shall be entitled to one vote standing for his or her name as a voting member.
- (b) Method of Voting. Any member entitled to vote may do so either by
- (i) voting while attending a meeting in which voting is occurring, or
- (ii) using a secure online voting mechanism made available by the Corporation, or, if such mechanism is not made available, mailing an absentee ballot which the Corporation will send to all voting members and which is received by the Corporation by the deadline indicated on the ballot, provided that a member voting by absentee ballot may withdraw that ballot at the time of the meeting and then vote at the meeting while present at the meeting.
- (c) Majority Vote. All corporate matters required to be voted upon by the members shall be authorized by a majority of the votes cast at a meeting among those members present or by absentee ballot and entitled to vote thereon.
11. Initiation Fees. All new members shall pay an initiation fee upon admission in the Corporation. The amount of such fees shall be fixed by the Board of Directors and shall be subject to such increase or decrease or suspension as the Board of Directors may, from time to time, determine.
12. Annual Dues. Annual dues shall be levied on Regular Individual Members, on Youth Individual Members, and on Family Members. Dues shall be payable upon admission to the Corporation and thereafter, on the same day of each calendar year, unless otherwise fixed by the Board of Directors and shall be subject to increase or decrease as the Board of Directors may, from time to time, determine. If the dues for any member shall be unpaid for a period of sixty (60) days or more after such dues have become payable, a notice of such delinquency shall be mailed to that member. If within thirty (30) days after the mailing of such notice, that member shall not have paid such dues, that members Membership in the Corporation shall automatically terminate upon the expiration of said thirty (30) day period. Thereafter, the member shall have the opportunity to reapply for membership in the Corporation as a new member. Upon application by any member to the Board of Directors, dues may be waived, if the Board of Directors, by a majority vote, determines that the payment of such dues would create an unnecessary hardship for such member.
13. Lifetime dues. Life Individual Members, also known as Life Members, shall pay lifetime dues once. The amounts of the lifetime dues and the periods over which lifetime dues shall be paid shall be fixed by the Board of Directors and shall be subject to such increase or decrease as the Board of Directors may, from time to time, determine, provided that such increases or decreases shall not be retroactive.
ARTICLE III – DIRECTORS
1. Management of the Corporation. The management of the Corporation shall repose in its Board of Directors, each director of which shall be at least eighteen (18) years of age.
2. Number of Directors. The number of directors shall be no less than seven (7) members, with the policy that the present board will decide each year as to the number of board members for the upcoming year. The Board of Directors may increase or decrease the number of directors constituting the Board of Directors by an affirmative vote of at least two-thirds (2/3) of the directors then in office. The Board of Directors may, by an affirmative vote of at least two thirds (2/3) of the directors then in office, appoint a founding member of the organization who is then in office as a director to a lifetime seat on the Board, with full voting rights.
3. Vote For and Appointment of the Board of Directors. The Board of Directors shall be elected by those members entitled to vote at the Annual Meeting. Individuals shall be nominated for the Board of Directors by any member in good standing for one (1) or more years. Nominee(s) must be an IJA member in good standing. Each member entitled to vote may cast one (1) ballot in the election of directors. The nominees receiving the highest number of votes shall become members of the Board. The Board of Directors shall immediately after their election elect one of the Board directors to be Chairman of the Board until the next Board is elected.
4. Removal. Directors may be removed for cause by
- (a) a majority vote of the voting members of the Corporation; or
- (b) a 2/3 super-majority vote of the Board of Directors.
Without limiting other reasons as cause for removal, absence from three (3) consecutive scheduled meetings of the Board of Directors shall constitute cause for removal. Directors may be removed without cause only by vote of three-fourths (3/4) of the voting members of the Corporation.
5. Term. Director(s) shall serve the Corporation for a period of two (2) years beginning at the termination of the annual meeting and ending at the termination of the second Annual Meeting thereafter.
6. Resignation. A director may resign at any time upon giving written notice to the Board of Directors or to the Chairman of the Board of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt and the resignation shall not require acceptance to make it effective. Moreover, a director may apply for a leave of absence from the Board of Directors, subject to the approval of the Board of Directors and on such terms and conditions as it may in its discretion determine upon. A director on an approved leave of absence shall not be considered to have given cause for removal as set forth in paragraph four (4) above.
7. Quorum. A quorum for the transaction of business of the Board of Directors shall be one third (1/3) of the total number of directors comprising the Board of Directors.
8. Voting. Unless otherwise specified in these bylaws, the vote of a majority of the directors present at that time shall be an act of the Board of Directors. Each director present shall be entitled to one (1) vote.
9. Vacancies. If, for any reason, a vacancy is created on the Board of Directors, such vacancy may be filled by a member in good standing who receives a majority vote of the Board of Directors. Persons chosen to fill such vacancies shall hold office until the end of the unexpired term of the director they replace.
10. Meetings. The Board of Directors may hold its meetings at the office of the Corporation or at such other places within or without the State of Delaware as it may, from time to time, determine. The Board of Directors shall hold a minimum of one (1) meeting during each calendar year.
11. Annual Meeting. An Annual Meeting of the Board of Directors shall be held preceding the Annual Meeting of the voting members of the Corporation at the place where the Annual Festival is held.
12. Meetings of the Board of Directors. Meetings of the Board of Directors may be held at such time and place as it shall determine from time to time. Meetings of the Board of Directors shall be held upon notice to each director, called by the Chairman, on three (3) days notice, either personally, by mail or by the telephone. Special meetings of the Board of Directors shall be called by the Chairman upon written request of one-third (1/3) the number of directors serving at the time on the Board of Directors. Notice of a meeting need not be given to any director who submits a waiver of notice before the meeting , or who attends the meeting without protesting prior to or at its commencement the lack of notice to him or her. A majority of the Board of Directors in office at the time who are present, whether or not a quorum is present, may adjourn any meeting to another date, time and place and notice thereof shall be sent to all members of the Board.
13. Participation in Meeting or by Telephone. Any director may participate in a meeting and/or hearing of the Board of Directors by means of a conference telephone or other similar communications equipment, if all of the persons participating in such meeting and/or hearing are able to hear each other and the director participating by means of telephone or similar communications at the same time. Participation by such means shall constitute Presence in person at the meeting and/or hearing.
14. Presiding Officer. At all meetings of the Board of Directors, the Chairman or, in his or her absence, a board member designated by the Board as Acting Chairman shall preside.
15. Committees. The Board of Directors, by resolution, may designate from its members an advisory committee to fulfill such functions and purposes designated by the Board of Directors. Each such committee shall consist of at least three (3) persons and shall serve at the pleasure of the Board of Directors.
ARTICLE IV – OFFICERS
1. Officers. Individuals who are members in good standing shall be eligible for appointment as Officers of the Corporation. Officers shall be appointed by the Board of Directors following the Annual Meeting by a majority vote of the Board of Directors. All officers of the Corporation shall perform, to the best of their abilities, the duties and responsibilities associated with each office as set forth in the Corporations Operations Manual. Officers will also perform such other duties as are given by these bylaws, or as from time to time are assigned by the Board of Directors or the Chairman. During the absence or disability of any Officer, or in the event of vacancy in any office, an acting Officer will be appointed by the Board of Directors and will assume the powers and functions of the office.
2. Term. All officers shall be appointed to hold office for a period of one (1) year beginning and ending at the termination of the annual meeting.
- (a) Any Officer elected or appointed by the membership or the Board of Directors may be removed by a majority vote of the membership with or without cause provided that, the authority of an Officer to act may be suspended by the Board of Directors with cause.
- (b) In the event of the death, resignation, or removal of an Officer of the Corporation, other than the Chairman, the Board of Directors may at its discretion, elect or appoint a successor to fill the unexpired term.
- (c) No one person may serve as both Chairman and Treasurer or as Festival Chairman and Treasurer. Otherwise any two (2) or more offices may be simultaneously held by the same person.
4. Chairman of the Board. The Chairman shall be the chief officer of the Corporation; shall preside at all meetings of the voting members and of the Board of Directors; shall have management of the business of the Corporation; shall see that all orders and resolutions of the Board of Directors are carried into effect; shall serve in an administrative capacity at all Corporation events. The Chairman, in order to be appointed to office, shall have previously held Office and served on the Board of Directors of the Corporation in the preceding year.
5. Bond. In the case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum and with such sureties as the Board of Directors may direct, conditioned upon his or her faithful performance of his or her duties to the Corporation, and including responsibilities for negligence and for the accounting for all property, funds or securities of the corporation which may come into his or her control.
6. Compensation of Officers. Officers of the Corporation shall be eligible for such reasonable compensation as may be determined by the Board of Directors at the Annual Meeting. To be eligible for compensation, each Officer shall be required to attend the Annual Meeting at which the decision on compensation for the succeeding year shall be made. Non-attendance of an Officer at the Annual Meeting shall result in a complete forfeiture of the right to compensation, unless the Board of Directors determines that reasonable grounds exist for such non-attendance.
ARTICLE V – EMPLOYEES
The Corporation may hire Employees and or Independent Contractors for such duties as the Board of Directors may, from time to time, determine. The sole responsibility of acquisition and dismissal of such employees shall rest in the power of the Board of Directors.
ARTICLE VI – AFFILIATION
The Corporation may grant Official Affiliate status to juggling clubs which have ten (10) corporation members in good standing, have submitted an Affiliation application and have paid the necessary fee. The Affiliate Director shall present such applications to the Board of Directors as they are received. All juggling clubs which have been granted Affiliate status shall abide by the requirements of the Affiliate Agreement set forth at the time of application. Failure to meet the requirements of Affiliation shall result in loss of Affiliate status.
ARTICLE VII – OFFICIAL PUBLICATION
The corporation shall publish an official publication for its members. Such publication shall be published quarterly during the calendar year, subject to such increase or decrease as the Board of Directors may determine. The Annual Roster shall be an international directory of members of the Corporation which shall be published by the Corporation once during the calendar year.
ARTICLE VIII – FILMING OF THE ANNUAL FESTIVAL
The Board of Directors shall have the sole power to approve or disapprove any on-site filming (by video tape or otherwise) of any activities conducted at the Annual Festival. The Board of Directors determination with respect to the foregoing sentence shall not be subject to appeal.
ARTICLE IX – CORPORATE LOGO
The logo of the Corporation shall be a ring emblazoned with the name of the Corporation, surrounding three (3) crossed clubs of which one club shall have the initial I, one club shall have the initial J, and one club shall have the initial A emblazoned thereon. The logo of the Corporation may be a facsimile, engraved or printed. The logo shall be imprinted on all corporate stationery. The Board of Directors shall have the sole power to approve or disapprove any proposed use or change of the Corporate logo.
ARTICLE X – EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board of Directors may, from time to time, designate.
ARTICLE XI – RULES OF PROCEDURE
All meetings of the members or Board of Directors shall be conducted according to standard parliamentary procedure as defined by Roberts Rules of Order.
ARTICLE XII – FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE XIII – CORPORATION MOTTO
The following shall be the Corporation Motto which each member upon admission in the Corporation shall pledge to uphold: I hereby pledge to render assistance to fellow jugglers.
ARTICLE XIV – CHANGES IN BYLAWS
1. These bylaws may be adopted, amended or repealed by a 2/3 super-majority vote of the Board of Directors.
2. If any bylaw is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of the voting members, the bylaws so adopted, amended or repealed, together with a concise statement of the changes made.
3. All amendments proposed by a member shall be in writing and presented to the Chairman. The chairman shall then present such proposed amendment to the Board of Directors at the next meeting of the Board of Directors.