OUR MISSION
1. TO PROVIDE A HIGH QUALITY LIVE ACTION ROLE PLAYING EXPERIENCE, AT THE LOWEST COST POSSIBLE.
2. TO CREATE AND ADMINISTER A REALISTIC, INTERNALLY CONSISTENT WORLD, WHERE A PLAYER TRULY FEELS THEIR ACTIONS AND INACTION HAVE CONSEQUENCES.
3. TO CREATE A SUPPORTIVE, FAMILY-LIKE COMMUNITY WHERE EVERYONE IS WELCOMED AND APPRECIATED REGARDLESS OF RACE, RELIGION, GENDER, PARTY AFFILIATION, AGE OR SEXUAL ORIENTATION.
4. TO PROVIDE AN ENVIRONMENT WHERE INDIVIDUALS MAY COME TOGETHER AND PRACTICE SOCIAL, CRAFTING, PHYSICAL AND INTELLECTUAL SKILLS THAT CAN ASSIST THEM IN BEING WELL ROUNDED INDIVIDUALS OUTSIDE THE LARP COMMUNITY.
2. TO CREATE AND ADMINISTER A REALISTIC, INTERNALLY CONSISTENT WORLD, WHERE A PLAYER TRULY FEELS THEIR ACTIONS AND INACTION HAVE CONSEQUENCES.
3. TO CREATE A SUPPORTIVE, FAMILY-LIKE COMMUNITY WHERE EVERYONE IS WELCOMED AND APPRECIATED REGARDLESS OF RACE, RELIGION, GENDER, PARTY AFFILIATION, AGE OR SEXUAL ORIENTATION.
4. TO PROVIDE AN ENVIRONMENT WHERE INDIVIDUALS MAY COME TOGETHER AND PRACTICE SOCIAL, CRAFTING, PHYSICAL AND INTELLECTUAL SKILLS THAT CAN ASSIST THEM IN BEING WELL ROUNDED INDIVIDUALS OUTSIDE THE LARP COMMUNITY.
BYLAWS AND POLICIES OF MYSTWOOD
EIN: 81-3158504
ARTICLE 1: DEFINITIONS
- Corporation: The “Corporation” shall mean Mystwood.
1.2 Board: The “Board” shall mean the Board of Directors of the Corporation.
ARTICLE 2: MISSION STATEMENT AND PURPOSES2.1 To provide a high quality Live Action Role Playing experience, at the lowest cost possible.
2.2 To create and administer a realistic, internally consistent world, where a player truly feels their actions and inaction have consequences.
2.3 To create a supportive, family-like community where everyone is welcomed and appreciated regardless of race, religion, gender, party affiliation, age or sexual orientation.
2.4 To provide an environment where individuals may come together and practice social, crafting, physical and intellectual skills that can assist them in being well rounded individuals outside the LARP community.
ARTICLE 3. MEMBERS3.1 Membership shall consist of the Board of Directors.
ARTICLE 4. BOARD OF DIRECTORS4.1 General Powers: The affairs of the Corporation shall be managed by the Board. Directors need not be residents of the State of Maine.
4.2 Number and Tenure: The Board shall be composed of no fewer than three (3) directors. The number of directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director shall hold office for a term of two (2) years, or until such person dies, resigns or is removed by a majority vote of the officers under Section 4.10 of this Article.
4.3 Regular Meetings: By resolution, the Board may specify the time and place, either within or without the State of Maine, for holding regular meetings without other notice than such resolution. It shall be the habit of the Board to hold two regular meetings per year, in the first quarter and third quarter of the calendar year.
4.4 Special Meetings: Special Board meetings may be called by or at the request of the President, the Vice-President, or any two (2) Officers. The person or persons authorized to call special meetings may fix any place either within or without the State of Maine as the place for holding any special Board meeting called by them.
4.5 Notice of Special Meetings: Written notice stating the place, day, and hour of each special Board meeting shall be delivered by electronic mail to each Officer at his/her email address shown on the records of the Corporation at least two (2) days before the meeting. Neither the business to be transacted at, nor the purpose of any special meeting, need be specified in the notice of such meetings.
4.6 Quorum: A quorum for Board meetings shall include the President, and at least 60% of total board members. As the Board currently consists of 6 officers, quorum is considered to be four officers of six, one being the President.
4.7 Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.
4.8 Resignation: Any Director may resign at any time by delivering written notice to the President.
4.9 Removal: A Director may be removed from office upon the vote of a majority of the remaining Directors.
4.10 Vacancies: Any vacancy occurring on the Board may be filled by the vote of a majority of the remaining Directors. Unless such person dies, resigns, or is removed, a Director so elected shall hold office until such person’s successor is elected.
4.11 Presumption of Assent: A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless a) such person’s dissent is entered in the minutes of the meeting, b) such person files written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or c) such person forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.
4.12 Compensation: Directors shall not receive any stated salaries for their services, but by Board resolution, Directors may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting; but nothing herein shall be construed to preclude any Director from receiving compensation for services rendered to the Corporation.
4.13 Loans: No loans shall be made by the Corporation to any of its Directors.
4.14 Meeting by Conference Telephone: Members of the Board may participate in a meeting by means of conference telephone or similar communications equipment, provided all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.
4.15 Action by Board without a Meeting: Any action which could be taken at a meeting of the Board may be taken without a meeting, if a written consent setting forth the action so taken is electronically sent to the President and Vice-President. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
4.16 Committees: The Board, by resolution, may designate and appoint one (1) or more committees to advise the Board. If the committee shall have and exercise the authority of the Board in the management of the Corporation, it shall consist of no fewer than two (2) Directors.
4.17 Office(s): The Corporation may have offices, either within or without the state of Maine, as the Board may designate, or as the affairs of the Corporation may require from time to time.
ARTICLE 5. OFFICERS5.1 Number: The officers of the Corporation shall be a President. a Vice President, and a Treasurer, each of whom shall be elected by the Board. The Chair of the Board will be the President, just as the Vice-President will be considered the Vice-Chair. The Board may delegate to any officer or agent the power to appoint any subordinate officers, or agents, and to prescribe their respective terms of office, authority, and duties.
5.2 Election and Term of Office: The officers of the Corporation shall be elected annually by the Board. Unless such person dies, resigns, or is removed, each officer shall hold office until such person’s successor is elected.
5.3 Resignation: Any officer may resign at any time by delivering written notice to the President, the Vice-President, or the Board.
5.4 Removal: Any office or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
5.5 Vacancies: A vacancy in any Office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board for the unexpired portion of the term.
5.6 President: The President shall be chief executive officer of the Corporation and, subject to the Board's approval, shall supervise and control all of the assets, business, and affairs of the Corporation. The President shall preside over all Board meetings. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer in some other manner. The President may appoint or remove any staff or consultants for the Corporation and establish the rate of compensation for any such staff person or consultant. In general, such person shall perform all duties incident to the office of President and such other duties prescribed by the Board from time to time. In the absence of the President, the Vice-President may perform such duties.
5.7 Vice-President: The Vice-President shall assist the President and other officers in their duties. The Vice-President shall (a) keep the minutes of meetings of the Board securely and electronically stored; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep registers of the post office address of each Director; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation; and (f) prepare and submit an annual report as required by the State of Maine or United States.
5.8 Salary: The officers shall not receive any salary for their services. Officers may be reimbursed for their expenses. No loans shall be made by the Corporation to its officers.
ARTICLE 6. CONTRACTS, LOANS, CHECKS AND DEPOSITS6.1 Contracts: The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. Such authority may be general or confined to specific instances.
6.2 Loans: No loans shall be contracted on behalf of the Corporation.
6.3 Checks, Drafts, Etc.: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.
6.4 Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
6.5 Gifts and Contributions: The Vice-President may accept on behalf of the Corporation any contribution, gift, bequest, or device as may be consistent with the established purposes of the Corporation and as may be permitted by any applicable local, state, or federal law.
ARTICLE 7. BOOKS AND RECORDS7.1 The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its Board, and such other records as may be necessary or advisable or required by law at the registered or principal office of the Corporation. All books and records of the Corporation may be inspected by a Director for any proper purpose at any reasonable time, upon reasonable notice to the Secretary of the Corporation.
ARTICLE 8. FISCAL YEAR8.1 Fiscal Year: The fiscal year of the Corporation shall be the calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.
ARTICLE 9. EXECUTIVE COMMITTEE9.1 There shall be no Executive Committee.
ARTICLE 10. INDEMNIFICATION10.1 Unless otherwise prohibited by law, the Corporation may indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person's status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
ARTICLE 11. CONFLICT OF INTEREST11.1 There shall be no conflict of interest policy adopted by the Board.
ARTICLE 12. AMENDMENTS12.1 These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board, at any regular or special meeting of the Board, by a majority vote of the Board.
The foregoing Bylaws were adopted by the Mystwood Board of Directors on the 1st day of June, 2016.