The name of this corporation, its corporate purpose, and terms of its existence are set forth in the amended and restated Articles of Incorporation of this corporation as filed with the Secretary of  State, of the State of Texas on the 31st day of October 1994, as the same may from time to time be amended. All provisions of these Bylaws are subject to the provisions of the Articles of Incorporation.

ARTICLE I  OFFICES, ASSUMED NAMES, AND TERRITORY

Section 1. 

Principal Office. The principal office of the corporation in the State of Texas shall be located in the city of Austin, County of Travis.

Section 2. 

Registered Office and Registered Agent. The registered office and agent of a corporation required by the Texas Non-Profit Corporation Act to be maintained in the State of Texas shall be as indicated by the Articles of Incorporation. The registered office or the registered agent may be changed by approval of the Board of Directors and subsequent notification of such change to the Secretary of State, of the State of Texas.

Section 3.

 Other Offices. The corporation may have other offices, either within or without the State of Texas as the Board of Directors may designate.

Section 4.

 Assumed Names. The corporation may do business under the assumed names “The United Court of Austin” and “The Court of Austin.”

Section 5. 

Territory. The territory of the corporation shall be the Texas counties of Travis, Bastrop, Blanco, Burnet, Caldwell, Hays, Lee, and Williamson.

ARTICLE II MEMBERS

Section 1. Qualifications. 

Membership is defined as any person making an application to the corporation unless making an application as a defined class of membership with its associated dues, rights, and privileges as defined in the Standard Operating Procedures. General membership in the corporation shall not be denied to any person who pays dues to the corporation as hereinafter provided, based on such person’s national origin, race, creed, religion, disability, sexual preference, or gender identification; however, membership may be denied to any person who has shown malice or malfeasance toward the United Court of Austin, Inc. and its members in the past. This denial will be based on the severity of the unacceptable act and repercussion resulting from the same. Persons must make an application and must be approved or denied by a majority vote by the Board of Directors. Since many of the corporation’s activities will be conducted in establishments regulated by the Texas Alcoholic Beverage Commission of the State of Texas (or any subsequent commission or agency having regulatory authority over establishments serving alcoholic beverages), members who are not of legal age as determined by the Texas Alcoholic Beverage Commission (or agency having regulatory authority over establishments serving alcoholic beverages) may not participate in activities at such locations without the consent of the owner of any such establishment or such owner’s duly authorized agent.

Section 2. Dues.

 Each member of the corporation shall pay annual or semi-annual dues to the corporation in an amount determined by the membership at its first meeting of the new reign. Only the reigning Monarch(s) shall be exempt from the payment of dues during the year of their period reign. Such dues become delinquent if not paid on or before the tenth first day (10th of each semi-annual (for annual payments or the first semi-annual payment) and the tenth) (10th day) day of September or March (for the second semi-annual payment) as the fiscal year stands. Dues may be paid in advance for a period not to extend beyond the end of the current fiscal year unless the Board of Directors of the corporation provides otherwise. All dues paid to the corporation are non-refundable. Dues will be prorated for new members of the corporation. The Board of Directors may, upon receipt of a written request from any member, waive dues payment for such member if the Board deems such waiver to be in the best interest of the corporation. Any application of waiver, discussion of waiver, and associated vote by the Board of Directors shall be held in the strictest confidence. An issue of statement in good standing shall be the resulting action of a positive vote. Denial of application of waiver shall be delivered by means of notice as set forth in these bylaws before the tenth (10th) day of September and the tenth (10th) day of March as the fiscal year on stands. A member shall be deemed to be in good standing if his, her, or their dues are paid or are exempt as a Reigning Monarch. The College of Monarchs and Lifetime Titleholders are not exempt from paying dues to be considered active members of the corporation, however, they are able to be presented to the Reigning Monarch(s) at Coronations and maintain their lifetime titles even if dues are not paid. In any event, all dues and other financial obligations of a member to the corporation must be paid in full prior to the annual event of the corporation known as Coronation for the member to maintain his, her, or their line of succession title and be presented to the Reigning Monarch(s) at Coronation. Members not in good standing shall forfeit all rights of membership as defined by their membership classification as outlined in the SOP for Article II, Section 1. Members not in good standing may be dropped from the rolls by a majority vote of the Directors. The individual may reapply for membership after a period of time as determined by the Board of Directors.

Section 3. Regular Meetings. 

Regular meetings of the members of the corporation shall be held monthly in the territory of the corporation. The Board of Directors shall provide, by the resolution, the time and place for the holding of such regular meetings without other notice than such resolution.

Section 4. Special Meetings.

 Special meetings of the members of the corporation may be called by or at the request of the President, Vice President, reigning Empress, reigning Emperor, and/or reigning Emprex or a majority of the Directors. The person or persons authorized to call special meetings of the members may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the members of the corporation called by them. If no designation is made, the place of the meeting shall be the principal office of the corporation.

Section 5. Notice. 

Notice of any special meeting shall be given at least three (3) days prior to the meeting in the manner set forth in Article XI of these Bylaws. Any member may waive notice of any meeting in the manner set forth in said Article. Neither the business to be transacted at nor the purpose of, any regular or special meeting of the members of the corporation needs to be specified in the notice or the Waiver of Notice for the meeting.

Section 6. Quorum. 

Five (5) members in good standing of the corporation shall constitute a quorum for the transaction of business at any meeting of the members of the corporation.

Section 7. Manner of Acting. 

The act of the majority of the members present at any meeting of the members at which a quorum is present shall be the act of the membership of thecorporation. Minutes or a record of the business conducted at this meeting must be provided to the court Secretary for the official record.

Section 8. Transfer from other Courts. 

Members of other courts in the United Courts of Texas or the International Court System who transfer membership and become a member of the corporation shall present a UCA membership application and applicable dues. Members in good standing with the United Court of Austin who has held titles in other empires will be recognized only by their United Court of Austin line title when being presented with the United Court of Austin, Inc.

ARTICLE III BOARD OF DIRECTORS

Section 1. General Powers. 

The business and affairs of the corporation shall be managed by a Board of Directors.

 Section 2. Number, Election, Tenure, and Qualifications. 

The number of directors of the corporation shall be seven (7). Of the seven (7) positions on the Board, one (1) will be a member of the College of Monarchs elected by the College of Monarchs at a meeting prior to the meeting when the new Board of Directors is elected at the beginning of each new Reign. This person will be the voice of the College of Monarchs acting on their behalf as directed by a majority vote of its members. The directors shall be elected at the first regular meeting of the members of the corporation held in each fiscal year by a majority of a quorum of the members of the corporation and shall hold office for a term of one (1) year or until the new Board of Directors is elected. Members eligible to vote on the new Board of Directors as set forth in these bylaws, must be a member in good standing for one (1) calendar year prior to that voting process, or as defined by Special Class of Membership in the Standard Operating Procedures. Any director may be reelected to serve consecutive terms on the Board. All seven (7) directors must be members in good standing of the corporation. Any member of the corporation who is an officer of, or serves on the executive, management, or similar committee of, any other 501(c)3 non-profit corporation shall not be eligible for the offices of UCA President, Vice President, Secretary or Treasurer of the Board so long as such member is an officer of, or serves on the executive, management, or similar committee of, any such other 501(c)3 non-profit corporation. The Reigning Monarchs shall not be eligible for election to the Board, but shall be nonvoting ex-officio members thereof. 

Section 3. Regular Meetings. 

Regular meetings of the Board of Directors shall be held monthly in the territory of the corporation. The Board shall provide, by resolution, the time and place for the holding of such regular meetings without other notice than such resolution.

Section 4. Special Meetings. 

Special meetings of the Board of Directors may be called by or at the request of the President, Vice President, reigning Empress, reigning Emperor, and/or reigning Emprex or a majority of the directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Board called by them. If no designation is made, the place of the meeting shall be the principal office of the corporation.

Section 5. Notice. 

Notice of any special meeting shall be given at least three (3) days prior to the meeting in the manner set forth in Article XI of these Bylaws. Any director may waive notice of any meeting in the manner set forth in said Article. Neither the business to be transacted at, nor the purpose of, any regular or special meetings of the Board need be specified in the notice or the Waiver of Notice for the meeting.

Section 6. Quorum.

 A majority of the number of voting directors is fixed by Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Manner of Acting. 

The act of the majority of directors present at a legally called or scheduled meeting of the Board of Directors at which a quorum is present shall be the act of the Board. Minutes or a record of the business conducted at a legally called or scheduled meeting of the Board of Directors at which a quorum is present must be provided to the Secretary for the official record.

Section 8. Attendance.

 Any director’s absence at two (2) consecutive regular meetings of the Board of Directors or from three (3) regular meetings of the Board in a fiscal year shall result in the automatic removal of such director from the Board and the vacancy created thereby shall be filled as hereinafter provided.

Section 9. Vacancies.

Any vacancy occurring in the elected positions on the Board of Directors may be filled by a majority vote of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his, her, or their predecessor in office.

Section 10. Change in size of Board of Directors. 

The Board of Directors may be increased or decreased in size by a majority vote of the members of the Board. However, such vote shall not have the effect of removing a director or directors other than at the expiration of their term of office. If an elected Board member chooses to become a candidate for Emperor, Empress, or Emprex and is approved by the Board they may remain on the board until they are crowned but will be excluded from voting on issues pertaining to candidates.

Section 11. Removal. 

A director may be removed from the Board of Directors by a two-thirds (2/3) vote of the total number of voting directors, whenever there is shown a sufficient cause and the best interest of the corporation shall be served, but such removal shall be without prejudice to the contract rights, if any, of the person removed.

Section 12. Compensation. 

Directors as such shall not receive any stated salaries or compensation for their services, but they are not precluded from serving the corporation in any other capacity and receiving reasonable compensation thereof.

ARTICLE IV OFFICERS

Section 1. Number. 

The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers and assistant officers as may be deemed necessary by the Board of Directors.

Section 2. Election, Term of Office, and Qualifications.

The President, Vice President, Secretary, and Treasurer shall be elected annually by the Board of Directors at the first meeting of the Board held in each fiscal year and hold office for a term of one (1) year, or until new officers are elected. Only voting directors of the Board shall be eligible to hold the offices of President, Vice President, Secretary, and Treasurer in accordance with Article III, Section 2. Any other officers and assistant officers of the corporation shall be elected annually by the Board at the first meeting of the Board held in each fiscal year. One person may hold more than one office however the offices of President, Vice President, Secretary, and Treasurer, must be held by different persons. The President, Vice President, Secretary, and Treasurer may hold another officer
and assistant officer positions. Each officer shall hold office until;

• his, her, or their successor shall have been duly elected and qualified,
  ● his, her or their death,
  ● he, she, or they shall resign,
  ● he, she or they shall have been removed in the manner hereinafter provided.

Section 3. Removal. 

Any officer, official representative, ceremonial representative, or agent of the corporation may be removed by the Board of Directors by a two-thirds (2/3) vote of the total number of voting directors present, and two-thirds (2/3) of the general membership in good standing present, whenever there is shown a sufficient cause, and the best interest of the corporation shall be served, but such removal shall be without prejudice to the contract rights, if any, of the person removed.

REMOVAL OF COLLEGE OF MONARCHS AND LIFETIME TITLEHOLDERS: A College of Monarch and/or Lifetime Title Holder may have their Monarch Title/Number and/or Lifetime Title removed for conduct and/or behavior that is extremely detrimental to the reputation of the corporation. In order to remove a College of Monarch’s Title/Number and/or Lifetime Title, a written petition must be signed by at least 1/3 of the active general membership of the corporation. Once the petition has been received by the Board, a special Board of Directors meeting will be called to allow testimony from all interested parties. At the end of the hearing, the Board of Directors will vote on whether or not to allow the petition for removal to continue. If by 2/3 majority vote, the petition is voted down, the petition dies. If, by 2/3 majority vote, the removal petition passes, then at the next regularly scheduled general membership meeting, the petition for removal will be called for a vote. If a 2/3 majority of the active membership present votes in favor of removal, then the Past Monarch’s Title and/or Lifetime Title shall be removed and all rights and privileges shall be revoked. If a 2/3 majority of the active membership present does not vote in favor of removal, the petition dies.

PENALTIES REGARDING COLLEGE OF MONARCHS AND LIFETIME TITLE HOLDERS: Conduct unbecoming or behavior detrimental to the corporation, by a College of Monarch or Lifetime Title Holder may be penalized by the Board of Directors. This may only be done by a majority of the Board of Directors at either a Regular or Special Board of Directors meeting. The penalty may take any form deemed appropriate by the Board of Directors, except for removal of College of Monarch or Lifetime Title. Conduct unbecoming or behavior detrimental to the corporation shall be determined by a majority vote of the Board of Directors.

Section 4. Vacancies. 

A vacancy in any office (other than reigning Empress, reigning Emperor and/or reigning Emprex, which may be filled in the manner hereinafter set forth) because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors for the unexpired portion of the term of the officer being replaced.

Section 5. The President. 

The President shall be the principal executive officer of the corporation, and subject to the control of the Board of Directors, shall in general supervise and control all affairs of the corporation. The president shall, when present, preside at all meetings of the Board of Directors. The President, in general, shall perform all duties incident to the office of President and such other duties as may be assigned to the President by the Board. The President of the Board has all voting privileges as do all other Board members. The President of the Board may make motions to be put to vote as well as any other board member.

Section 6. The Vice President. 

In the absence of the President or in the event of the President’s death, inability, or refusal to act, the Vice President (or in the event, there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then 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, and shall perform such other duties as may be assigned to the Vice President by the President or by the Board of Directors.

Section 7. The Secretary. 

The Secretary shall keep the minutes of the meetings of the members of the corporation and of the Board of Directors; prepare an agenda for each regular meeting of the members of the corporation after consultation with the Reigning Monarch(s) and the Board; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be the custodian of the corporate records; keep a register of the mailing addresses and telephone numbers of the members of the corporation, the Board, and the members of any committee appointed by resolution of the Board or the members of the corporation; keep copies of all official corporate correspondence transmitted by any director, officer, official representative, or agent of the corporation (and in this regard, each director, officer, official representative, or agent shall promptly submit copies of any such correspondence to the secretary); and in general perform all duties incident to the office of Secretary and such other duties as may be assigned to him or her by the President, Vice President, or the Board. The Secretary shall also file any duly authorized notice of change of the registered agent or registered office of the corporation with the Secretary of the State and such other reports with such office as may be required by law.

Section 8. The Treasurer. 

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source, and deposit all monies in the name of the corporation in the banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general, perform all of the duties incidents to the office of Treasurer and such other duties as may be assigned to him or her by the President, Vice President, or the Board of Directors. The treasurer shall balance the bank statement monthly and prepare a financial report to be delivered at the monthly General Meeting of the Corporation. The bookkeeping shall be done in a manner prescribed by the Board of Directors in order to meet specifications required by the IRS and our 501c3 status. An obvious detailed paper trail is required. All funds generated by a fundraiser or benefit of any kind will be deposited in the court’s bank account and a check will be presented to the recipient within five (5) business days under normal operating circumstances. If a holiday, weekend, or some unforeseen event should occur a seven (7) day time frame will be acceptable. Two members of the same household regardless of the relationship cannot both have signature authority. The Board of Directors shall appoint a member to act as an Assistant Treasurer who will have access to view the online bank account and will be responsible for reviewing the financial reports each month and confirming the validity of the corporation’s posted transactions including deposit totals and check amounts. 

Section 9. The Reigning Monarch(s). 

The Reigning Monarch(s) of the corporation shall be a reigning Empress, a reigning Emperor, and/or a reigning Emprex, both of whom shall be elected as hereinafter provided. The Reigning Monarch(s) shall, when present, serve as co-moderators at all meetings of the members of the corporation in accordance with these Bylaws and subject to the direction and control of the Board. The Reigning Monarch(s) shall be ceremonial representatives of the corporation at all functions of the International Court System, The United Courts of Texas, or the corporation and shall conduct themselves appropriately. In the absence of the Reigning Monarch(s), the reigning Imperial Crown Princess(es), the reigning Imperial Crown Prince(s), and/or the reigning Imperial Crown Princex(es) shall represent the Reigning Monarch(s) and the corporation at any such functions but shall have no other power or authority.

Section 10. Election of Reigning Monarch(s). 

The reigning Empress, reigning Emperor and/or reigning Emperex of the corporation shall be elected annually from the slate of candidates approved by the Board of Directors. The company shall have at most two reigning monarchs at any given time. Should three or more qualified Candidates be chosen according to the guidelines outlined within the bylaws, then the two candidates with the most votes from differing lines shall be elected. The Reigning Monarch(s) shall hold office for a term of one (1) reign and shall not be eligible for reelection to the same office for a period of one (1) reign. The election of the Reigning Monarch(s)s shall be no more than ten (10), but no less than five (5) calendar days prior to the official function of the corporation is held each year known as Coronation (which the Coronation date shall be set by the Board), and voting shall be open to each person having a valid Texas driver’s license, other Texas photo identification card, military photo identification card, or other similar government-issued photo identification proving residency in the territory of the corporation; notwithstanding the foregoing, also members in good standing, not within the territory of the corporation shall be eligible to vote. The vote of the President of the corporation shall be sealed and counted only in the event of a tie. If due to conflict stemming from the absence of the President on the date of voting or by the President seeking the office of Emperor, Empress or Emprex of which the election will provide the result, the vote cast and sealed and counted only in the event of a tie will be from the following order unless a conflict exists for one of the listed stemming from the absence or seeking the office of Emperor, Empress, or Emprex of which the election will provide the results: Board of Director Officers in the order of Vice President, Secretary, Treasurer, then to sitting Board of Directors voting members in alphabetical order, then to the College of Monarchs members in Reign order alternating between Emperor then Empress then Emprex beginning at Reign I and continuing forward. If due to the conflict stated above none of the above-stated persons are able to fulfill the duty, a court member in good standing will be selected by a majority vote of the sitting Board of Directors eligible per our bylaws to vote on candidate issues. Voting shall be at a location in the territory of the corporation and during hours determined by the Board. The board shall appoint an election committee to oversee the voting process. The votes shall be tabulated by an independent source approved by the Board of Directors.

Section 11. Election Contest. 

The official tally must be filed with the Secretary and must be maintained as an official record. The ballots shall be retained by the election committee for a period of fifteen (15) days after Coronation in the event of: 

(1) a challenge of voting irregularity or 

(2) a request for a recount,  made by any unsuccessful candidate in writing to such committee within seven (7) days after Coronation. 

In the event of such a challenge or recount, the Board of Directors shall, within said fifteen (15) days, conduct an investigation to determine if there was any voting irregularity or the decision is made to recount the ballots, the recount of the votes by the Board shall be final, non-appealable, and binding on all candidates. In the event of such investigation or recount alters the election results, the Board shall promptly notify all candidates and the members of the International Court System of the same in writing. Any Monarch(s) adversely affected by such investigation or recount shall promptly surrender his, her, or their crown and any other symbols of office to the Board and the legitimate Monarch(s) shall be crowned at the court’s investiture of titles function.

Section 12. Oath of Office and Presentation of Elected Monarch(s). 

Upon their election and at the time of crowning in full view of all those in attendance at Coronation, each newly elected Monarch(s) shall take an oath of office, in form and substance prescribed by the Board of Directors, swearing their allegiance to the corporation, the members of the corporation, the Board of Directors, and the community served by the corporation and agreeing to obey and be bound by these Bylaws and the Articles of Incorporation of the corporation. At such time, the newly elected Monarch(s) shall also affix their legal signatures to a written counterpart of such oath. An original copy must be filed with the Secretary and maintained as an official record of the organization. Failure to comply with the oath of office shall result in automatic forfeiture of title and removal of a Monarch in accordance with Article IV, Section III. The crowning and presentation of the newly elected Monarch(s) at Coronation shall be in accordance with the Coronation schedule approved by the Board.

Section 13. Candidacy. 

All candidates for the offices of reigning Empress, reigning Emperor, and/or reigning Emprex shall submit a written application to the Board of Directors, in form and content prescribed by the Board. All applications shall be submitted to a designated agent of the Board of Directors, by the end of the regular monthly meeting of the members of the corporation, two (2) months prior to Coronation. Each application shall be accompanied by a non-refundable application fee of $50.00, payable in cash, money order, cashiers, or certified check. After review of all applications, the Board shall accept or reject each application as meeting all technical requirements as hereinafter provided. The Board, with the input of the College of Monarchs, shall then conduct personal interviews with all applicants whose applications have been accepted as being technically complete. Upon completion of all interviews by the Board, only the members present from the Board and the College of Monarchs shall, by majority vote, certify the candidates who have been approved. Members who serve on both the Board and College of Monarchs may only cast a total of one vote for each candidate. The Board will then certify the candidates who receive a majority “yes” vote. In the event, there are no certified candidates for either Emperor, Empress or Emprex the Board of Directors may; but shall not be required to, appoint a Regent Emperor, Regent Empress, and/or Regent Emprex to be crowned at Coronation or Investiture. Upon completion of the Reign; and all duties required of the office of Regent have been completed, the title of ‘Regent’ shall be removed during re-crowning ceremonies at Coronation, with full Monarch status bestowed.

Section 14. Candidate Qualifications.

 All candidates for the offices of reigning Empress, reigning Emperor, and/or reigning Emprex shall meet the following technical requirements: 

(a) have been a member in good standing of the corporation for the twelve (12) month period prior to the regular monthly meeting of the members of the corporation at which candidate applications are due; 

(b) be a resident of the territory of the corporation, and 

(c) have earned a minimum of two hundred (200) points from the following during the twelve (12) month period prior to the regular monthly meeting of the members of the corporation at which candidate applications are due. The point tabulation shall be strictly bound by subsections (d) 1 through 7. Point tabulation shall be done for the entire Reign by one person in a form prescribed by the Board of Directors. 

(d) point categories: 

(1) For each corporation fundraiser or benefit approved by the reigning Monarch(s) and planned, organized, and held by the member, ten (10) points, but no more than one hundred (100) points, may be earned in this fundraiser and benefits category. If for any reason this benefit is denied, it may be taken before the Board of Directors for appeal. A minimum of thirty (30) points is required for candidacy in this benefit category.

 (2) For each corporation fundraiser or benefit approved by the reigning Monarch(s) and assisted by the member by means of performance, publicity, set design, light or sound, etc., five (5) points, but no more than seventy-five (75) points may be earned in this fundraiser and benefits assistance category. Merely showing up does not constitute participation.

 (3) For each Coronation attended by the member, whether in-state or out-of-state, ten (10) points, but not more than fifty (50) points, may be earned in this Coronation attendance category. 

(4) For each Investiture attended by the member, whether in-state or out-of-state, five (5) points, but not more than twenty-five (25) points, may be earned in this investiture attendance category.

 

(5) For each new member of the corporation recruited by the member, five (5) points, but not more than fifty (50) points, may be earned in this new members recruitment category. 

(6) For each general membership meeting of the corporation, whether regular or special, attended by the member, five (5) points, but not more than fifty (50) points, may be earned in this member attendance category. 

(7) For each rehearsal for a production number produced by the United Court of Austin and participated in said production number, one (1) point, but not more than twenty (20) points, may be earned in this member participation category. 

The Board of Directors shall have the responsibility of developing a system of record-keeping of the activities of the members of the corporation regarding fundraising, benefits, Coronation and Investiture attendance, and member recruitment in order to verify a member’s earned points.

Section 15. Candidate Announcement and the Campaign.

 The candidates whose applications have been certified and approved by the Board of Directors shall be announced at a candidate presentation party. The date, time, and location of the candidate presentation party shall be determined by the Board and shall take place no earlier than 30 days prior to the date of voting. 

The candidate presentation party will be announced at a regular meeting of the members of the corporation prior to the date set for the candidate party. No potential candidate shall announce his, her, or their candidacy, nor shall any campaign begin, prior to the public announcement of candidates at the candidate presentation party. Any potential candidate who announces his, her, or their candidacy or commences his, her, or their campaign prior to such time may be disqualified from running. All public aspects of all candidates’ campaigns, including, but not limited to, advertising, fundraisers, benefits, or parties, shall be governed by the candidate handbook approved by the Board of Directors. The Board of Directors shall appoint candidate coordinators to oversee campaign issues.

Section 16. Abdication, Death, or Removal of a Reigning Monarch. 

In the event of abdication, death, or removal of a Reigning Monarch, the Board of Directors may, but shall not be required to, appoint a regent Monarch to complete the remainder of the term of office of the Monarch being replaced. Upon appointment and acceptance of the title, a regent Monarch shall take the same oath of office as an elected Monarch and shall be subject to all provisions of these Bylaws applicable to an elected Monarch.

Section 17. Obligations of Reigning Monarch(s). 

In addition to the other obligations of the Reigning Monarch(s) set forth in these Bylaws, each Reigning Monarch shall attend all state functions of the corporation, all meetings of the members of the corporation and of the Board of Directors, all fundraisers, and benefits of the corporation, four (4) in-state Coronations of the United Courts of Texas other than that of the corporation and 2 out of state Coronations of a member court of the International Court System. Absences caused by schedule conflicts which prevent the Reigning Monarch(s) from attending these events may be approved by the Board of Directors. Failure of a Reigning Monarch to comply with the requirements of this section may be grounds for forfeiture of title and removal from office by the Board.

Section 18. Financial Authority of Reigning Monarch(s).

 The Reigning Monarch(s) shall have no right or authority to spend any funds of the corporation without the prior approval of the Board or the members of the corporation.

ARTICLE V COMMITTEES

Section 1. Committees. 

The Board of Directors, by resolution, may create one or more committees, each of which shall consist of such persons and have such authority as the Board shall designate in such resolution.

Section 2. Term of Office. 

The term of each member of a committee shall be one (1) reign year unless otherwise provided in the Board resolution creating the committee, although the committee may be of longer duration. Each member of a committee shall hold his, her, or their committee appointment until his, her, or their successor is appointed, the committee is terminated, or he, she, or they are removed by the Board.

Section 3. Chairman.

 One member of each committee shall be appointed chairman by a majority vote of the committee members.

Section 4. Vacancies. 

Vacancies in the membership of any committee shall be filled by appointment by the Board of Directors in the same manner as provided in the case of the original appointments.

Section 5. Rules. 

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors, or with instructions, if any, contained in the resolution of the Board creating such committee.

ARTICLE VI TITLES AND PROTOCOL

Section 1. Titles. 

The Reigning Monarch(s) shall have the right, but shall be under no obligation, to confer line of succession titles or camp titles upon members of the corporation as they may in their sole and absolute discretion, deem appropriate. 

The Reigning Monarch(s) shall also have the right to confer honorary and/or camp titles upon nonmembers of the corporation. Titles shall be given at the beginning of each fiscal year of the corporation at the corporation’s investiture of titles function and shall be for such year only. The reigning Empress, reigning Emperor, and/or reigning Emprex may appoint an individual(s) to represent them at official functions when they are unable to attend. This individual(s) shall be invested with the corporations highest line title, known as Imperial Crown Prince, Imperial Crown Princess, and/or Imperial Crown Princex, or ICP.

 The ICP must be a member(s) in good standing and due to the importance of the title; selection shall be subject to the approval of the Board of Directors. The Reigning Monarch(s) shall have the right to confer additional or new titles during the fiscal year or to change or remove any title at their discretion. All line of succession titles with the exception for ICP, as noted above, shall be conferred (or removed) pursuant to this Section at the sole discretion of the Reigning Monarch(s).

Section 2. Line of Succession. 

The Board of Directors shall make available a handbook of titles and protocol, not inconsistent with these Bylaws. The handbook shall contain such matters as the Board deems appropriate and shall include suggested line of succession titles, which may be conferred by the Reigning Monarch(s). Line of succession title holders shall not be entitled to elevation or promotion of title from one reign to the next. 

The Reigning Monarch(s) may consider the points earned pursuant to the provisions of Section 14 of Article IV of these Bylaws by each member of the corporation for the prior fiscal year. The Reigning Monarch(s) may also consider the points earned during the current reign when elevating line of succession titles during the reign.

Section 3. Life Titles and Proclamations. 

Each Reigning Monarch shall be entitled to confer one (1) lifetime title and issue one (1) proclamation, or two (2) lifetime titles and no (0) proclamation at the end of his, her, or their reign with the prior approval of the Board of Directors at a regularly scheduled board meeting. 

The proclamation must be beneficial to the community and/or the corporation. Such proclamation may be made only at the Coronation function at the end of such Monarch’s reign and a copy of the same shall be furnished to the Board at the last regular meeting of the Board prior to Coronation. Any proclamation not fulfilled within the first year after enactment will be rescinded. Any lifetime titles may be given at the discretion of each Monarch at Coronation at the end of such Monarch’s reign year.

Section 4. Protocol.

 Protocol for the presentation of representatives of the corporation at all state functions or occasions in all realms and empires of the International Court System shall be as directed by the Protocol Handbook.

ARTICLE VII CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

Section 1. Contracts. 

The Board of Directors, by resolution, may authorize the President, Vice President, or any other officer, agent, or agents of the corporation to enter any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and this authority may be general or confined to specific instances.

Section 2. Checks. 

All checks, drafts, or other orders for the payment of money shall be signed by the Treasurer or an Assistant Treasurer.

Section 3. Deposits.

 All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in banks, trust companies, or other depositories, as the Board of Directors shall by resolution designate.

Section 4. Gifts. 

The Board of Directors, or a committee, or any officer or agent designated by the Board, may accept on behalf of the corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the corporation.

ARTICLE VIII BOOKS AND RECORDS

Section 1. Books and Records. 

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members, the Board of Directors, and all committees, and shall keep at its registered office or principal office in the State of Texas a record of the members of the corporation and of the Board entitled to vote.

Section 2. Reign Book Closure and Reign End Distribution. 

The books of each reign shall be closed after the payment of all expenses of the official function of the corporation known as Coronation. All funds on hand at the date of closure of the books each reign (other than a reasonable amount, determined Standard Operating Procedures, to begin the next reign) shall be distributed to such organizations that are exempt under Section 501(c)3 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws of the Regulations thereunder, as the Reigning Monarch(s) may designate, with the prior approval of the Board.

Section 3. Confidentiality.

 All financial matters of the corporation, other than monthly financial statements submitted to the members of the corporation, shall be confidential and shall not be released or discussed without the express consent of the Board of Directors.

ARTICLE IX  FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end the last
day of December of each year.

ARTICLE X CORPORATE SEAL

Unless the Board of Directors determines otherwise the corporation shall not have a
corporate seal.

ARTICLE XI NOTICE AND WAIVER OF NOTICE

Section 1. Notice. 

Any notice required to be given to any member, director, or officer of the corporation by the provisions of these Bylaws shall be deemed to have been given if such notice is given by telephone or in writing and delivered personally or mailed, or by means of electronic communication, including but not limited to email and social media posts. If notice is given by telephone, the notice shall be deemed to be delivered when given in person or by a message left on the answering machine, or voice mail of the person being telephoned. If notice is given by mail, the notice shall be deemed to be delivered when deposited in the United States mail, properly addressed with the correct postage. If notice is given by electronic communication, the notice shall be deemed delivered when successfully delivered via electronic means.

Section 2. Waiver. 

Whenever any notice is required to be given to any member, director, or officer of the corporation by the provisions of these Bylaws or under the provisions of the Texas Non-Profit Corporations Act, a waiver thereof, in writing, signed by the person or persons entitled to the notice, signed before the required or stated time, shall be deemed equivalent to the giving of the notice. The attendance of any member, director, or officer at a meeting shall constitute a Waiver of Notice of the meeting, except where such member, director, or officer attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE XII DISTRIBUTION OF ASSETS ON DISSOLUTION

Upon dissolution of the corporation, the property then on hand, if any, shall be donated to a non-profit corporation or corporations exempt from the payment of federal taxes under Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws or the Regulations thereunder, selected by the Board of Directors.

ARTICLE XIII PARLIAMENTARY PROCEDURES

The most current and revised Robert’s Rules of Order shall be the authority on all questions of parliamentary procedure except where the same may be inconsistent with these Bylaws.

ARTICLE XIV AMENDMENTS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the members of the corporation at any regular or special meeting of the members at which a quorum is present, but notwithstanding any other provision of these Bylaws to the contrary, thirty (30) days prior notice of any proposed alteration, amendment, or repeal must be given in accordance with the notice provisions of Article XI of these Bylaws. 

Standard Operating Procedures may be adopted, amended, or repealed and new SOPs adopted by a majority vote of the members of the Board of Directors at any regular or any special meeting of the Board of Directors at which a quorum is present, but notwithstanding any other provision of these Bylaws to the contrary. The purpose of these SOPs is to clarify or provide guidance in support of these bylaws and the operations of the corporation. The SOPs shall be adopted and maintained as an official subsection of these bylaws.       

 

These bylaws were updated as of 04-11-2022