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Bylaws of the Committee for the Advancement of Role-Playing Games (CAR-PGa)

[When these bylaws were drafted in 1991, it was not known how big CAR-PGa might become, so in case of growth not really expected, these were written for any eventuality. Because the size requirements have not been met, the items in italics are not applicable at the present time, although restrictions implied in them are applicable to the Chair and Board of Directors. There have been some changes since 1991, but none regarding the deletions of the italicized portions. The Table of Contents and links back up to it are not officially part of the Bylaws, nor is this note.]

1.  Article 1: Name and Office

The name of the organization is the Committee for the Advancement of Role-Playing Games, short form: CAR-PGa. The principle office of the organization shall be determined by the incumbent Chair.

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2.  Article 2: Purposes

CAR-PGa is a network of researchers into all aspects of role-playing games, including, but not limited to:

To collect, process, and publish or cause to be published, to its members and the general public, facts regarding role-playing;

The promotion of role-playing games as recreation, curriculum, and therapy; and the interests of role-playing gamers;

To assist players to organize local hobby groups, to get role-playing games accepted as a teaching technique in the schools, and to make known its uses in psychological or sociological therapy;

To raise money to provide charitable services including, but not restricted to, scholarships for role players, the use of role-playing game conventions for the purpose of raising money for charities, and the establishment of a legal fund for the purpose of combatting libel and slander alleging criminal or other anti-social activities by role-playing games and/or gamers as a consequence of their play;

To form alliances and associations, both formal and ad hoc, with other organizations for the above stated purposes.

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3.  Article 3: Membership

Section 1. No stock or shares will be issued, and the interests of each member shall be equal. Membership shall be open to all real persons who are sincerely interested in the aims and purposes of the corporation, and who make written application.

Section 2. Membership entails no monetary dues, but rather dues consist of documented work for the cause. However, there may be a charge for the CAR-PGa Newsletter or for copying desired documents in such extent to cover expenses and leave a modest margin to cover changes in costs.

Section 3. Membership is non-transferable and shall not pass in any form or succession.

Section 4. Membership can be revoked upon the request of the Regional Director of the member's region and a simple majority of the Directors; or upon a two-thirds majority vote of the Board of Directors lacking the Regional Director's recommendation. The member against whom charges are to be preferred shall be informed thereof in writing, staling the grounds for expulsion. The member will have thirty (30) days to reply to the charges. Members going a full year without notifying the Chair of any demonstrated activity will be dropped automatically.

Section 5. There shall be two classes of membership: active and inactive. Active members are those with five points or more current, inactive those with less than five. Only active members have the right to vote. The point system shall be devised by the Board of Directors to give proper weight to different works for the cause (e.g.: being published in a scholarly journal would have more points than submitting a newspaper clipping on games). Points shall expire one year after being credited.

Section 6. There are no restrictions of race, color, citizenship, creed, age, or sex on eligibility for membership or for holding office, other than the appropriate regional residency requirement for Directors.

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4.  Article 4: Membership Meetings

CAR-PGa is a correspondence organization and does not hold formal meetings. However, members are encouraged to meet at conventions and other times, although any action at these meetings will not be binding on the organization.

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5.  Article 5: Board of Directors

Section 1. The affairs of the organization shall be managed by a Board of Directors appointed by the other members of the Board of Directors, subject to the initiative and referendum of the members in that region.

Section 2. Each Director shall represent one geographical region, based more or less on the population of role-playing gamers. These shall include four regions from the United States, one each from Canada, Europe, Latin America, Australasia, Africa, and Asia. Vacancies shall remain where there is no qualified member in that region. The United States regions shall be adjusted after each census to reflect as equitable a population as possible.

Section 3. Directors shall be elected for an open term at the pleasure of the active membership.

Section 4. Directors may be removed with or without cause, by a petition of 10% of the active membership in that region followed by a two-thirds majority vote of the active membership; or by a two-thirds majority vote of the other Directors.

Section 5. Within one month of publication in the Newsletter, any action taken by the Directors must be referred to the membership for approval or disapproval upon a petition of at least 10% of active members or by a simple majority of the Board of Directors; provided however, that the rights of the third parties which have vested between the time of such action and such referendum shall not be impaired thereby.

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6.  Article 6: Officers

Section 1. Officers shall consist of a Chair, a Vice-Chair, a Secretary, and a Treasurer, which may be combined while the membership is less than two hundred and fifty (250) and cash on hand is less than one thousand dollars US ($1,000).

Section 2. Officers shall be elected by the active membership and shall be responsible to the Board of Directors, serving at the pleasure of both these groups.

Section 3. In the event that the organization becomes large enough for a paid Agent, said Agent may serve as Treasurer, but no other office.

Section 4. Each officer shall perform the duties incident to the particular office in the organization, together with those hereinafter listed and such other duties as the Board of Directors may from time to time prescribe:

(a) The Chair shall be the coordinator of the activities of the organization, preside over meetings of the Board of Directors, and carry out to the best ability the general policies formulated and authorized by the Board of Directors. It is the responsibility of the Chair to perform or delegate to be performed: the editing of a regular Newsletter which is made available by subscription to all members of the organization, active or inactive, or to sympathetic non-members; to maintain the organization's archives in a manner permitting easy retrieval of any document needed by a member; to maintain an Internet web-page for the purpose of recruitment of members and dissemination of information to the public; enact other programs for the recruitment of new members; and any such other standing duties the Directors may assign. The Chair does not have a vote in the Board of Directors except to break a tie vote.

(b) The Vice-Chair shall perform all the duties of the Chair in case of the Chair's absence or inability to act.

(c) The Secretary shall be the custodian of the minutes of meetings of the Board of Directors and other organizational records, and maintain the membership lists.

(d) The Treasurer shall have custody of and make disbursement of monies of the organization under the Board of Directors; keep financial records for the inspection by any members and make these available to the Directors on a regular basis.

Section 5. An officer may be removed in the same manner as a Director.

Section 6. Officers shall be elected directly by the active membership, using the instant runoff voting system in which votes are cast for first, second, etc. choices. In the event of more than two candidates and no candidate receiving a majority of the votes, the lowest candidate shall be dropped, alternate vote by that candidate's supporters added to the list, and runoff balloting conducted until such a majority is attained.

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7.  Article 7: Agent

In the event that the organization should seek incorporation, the Registered Agent will be required. The Agent will be selected by the Board of Directors on the basis of administrative training, qualifications, and understanding of the principles of the organization. The duties are as follows:

Section 1. Attend to the direct supervision of all business of the organization as directed by the Board of Directors.

Section 2. Hire and discharge employees.

Section 3. To see that correct books are kept of the business of the organization.

Section 4. The Agent shall be compensated for services in such amount and such manner as is determined by the Board of Directors.

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8.  Article 8: Finances

Section 1. The income of the corporation shall be derived from subscriptions to the Newsletter, contributions, grants, interest on investments, income from the sale of publications and other merchandise, or any other legal source.

Section 2. When cash on hand reaches a sufficient amount to avoid banking charges, all funds received by this organization in the course of its business shall be deposited in a banking account of the organization and disbursed for the purposes and requirements of the corporation only by checks. Amounts over that needed for day to day operations, shall be deposited in accounts providing the optimum balance of interest payments, security, and liquidity.

Section 3. Checks, drafts, promissory notes, bills of exchange, and other instruments for the payment of money shall be signed by such officers and/or employees as the Board of Directors may front time to time designate.

Section 4, Title of all property, real or personal, shall be vested in the organization in its name.

Section 5. No director shall be entitled to, or receive, any profit or compensation for work on behalf of the organization by reason of membership as a Director, but this does not preclude their compensation for their work on behalf of the corporation outside their capacity as Director.

Section 6. The Board of Directors shall audit the financial reports at least quarterly so as to provide effective internal control. The Agent must submit a complete financial report to the Board of Directors for quarterly audit and any other time the Board may request it as well as a financial summary for each regular board meeting. All books shall be audited by an independent accountant.

Section 7. Each individual acting as an officer or employed of the corporation and handling securities of over $1,000 or more in any one year shall be covered by an adequate bond as determined by the Board of Directors, and at the expense of the organization.

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9.  Article 9: Amendment of Bylaws

The Bylaws may be altered, supplemented, amended, or repealed by the active membership by a majority of the members voting on the amendment; or may be so changed by a two-thirds vote of the Board of Directors, provided no action by the Board of Directors may affect their right to compensation, term of office, or rights of the active membership.

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10.  Article 10: Dissolution

In the event of dissolution of the organization, its financial resources shall be applied and distributed as follows:

Section 1. All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made therefore.

Section 2. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or person shall be distributed exclusively to an organization which, in the opinion of the Board of Directors, is most closely doing the work of the organization.

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