BYLAWS
OF THE IMPERIAL COURT OF ARIZONA, INC.
PREAMBLE
We,
the members of The Imperial court of
The
Imperial Court of Arizona, Inc. is a not-for-profit organization striving to
unite the Gay, Lesbian/Transgender, Bisexual and Heterosexual communities
through charitable fundraising events to meet the needs of all.
ARTICLE I
Name
and Authorization for Governance,
Ownership
Section 1: The official name of the organization
shall be The Imperial Court of Arizona, Inc. (hereinafter referred to as the
Corporation)
Section 2: The social branch of the Corporation shall
also be known as The Imperial Sovereign Empire of Arizona. (hereinafter
referred to as the Court)
Subsection A: This organization has the prestige and honor of being
recognized throughout the
Section 3: Its Articles of Incorporation, Bylaws,
Policies and Procedures, The Chronicles of Traditions and Imperial
Proclamations (hereinafter known as the Chronicles), and such other actions as
the Board of Directors and/or membership may take consistent therewith, shall
govern the Corporation.
Section 4: Ownership of tangible, intangible and
intellectual property by The Imperial Court of Arizona, Inc. shall include, but
not limited to the following.
Subsection A: Trade Names and Trademarks
A01 - All trade names and
trademarks of The Imperial
Court of Arizona, Inc. may be
used outside the
Empire by majority approval
of the Board of
Directors
of the Corporation.
Subsection B: The Court Seal
B01 - The Official Seal of The Imperial Court of Arizona, Inc. is not to
be altered except by a ¾ majority vote of the Board of Directors for the
Corporation present at any Board meeting.
B02 - Usage of the Official Seal is limited
to the official court business and the Emperor and/or Empress. The seal may also be used by the
Corporation/Court for
promotional purposes. No candidate may use the seal in campaigning
for a court title. The Board of
Directors may permit usage of the seal to promote court functions on
advertising, etc., by persons with such responsibility.
ARTICLE II
Location
and Boundary
Section 1: The Corporation shall serve the
geographical area known as the State of
Section 2: The Corporation shall have jurisdiction
over only that area covered by Article II, Section 1.
Section 3: The Corporation shall execute its duties
and purposes on a worldwide basis with no boundaries whatsoever to impede it.
ARTICLE III
Purpose of the
Corporation
Section 1: The Corporation shall have as one of its
principal goals, the betterment of relations within the communities of
Section 2: The Corporation shall also work toward the
promotion of the Court as a Court of great beauty and opportunity, emphasizing
Section
3: To conduct activities in the best
interest of the community.
Subsection A: To conduct activities for the express benefit and/or
pleasure and entertainment of the community.
Subsection B: To conduct activities for the good of and education of the
community.
Subsection C: To conduct activities for the benefit of charities.
Subsection D: To conduct activities to raise funds for the annual
Coronation Ball Fund for the Corporation.
Section 4: The Corporation shall engage in any
activity approved by the Board of Directors, which does not violate or
interfere with either the laws of
ARTICLE IV
Board of
Directors
Section 1: Composition – The Board of Directors shall
be composed of seven (7) permanent positions and such other positions from time
to time as determined to be necessary by the Board of Directors.
Subsection A: Members of the Board of Directors that hold five (5) of the
seven (7) permanent positions may only be removed by:
A01 – Any member of the Board
may resign his/her position at
anytime by submitting his/her
resignation in writing to
the Secretary of the Board of
Directors.
A02 – Any
member of the Board who is judged unfit by a ¾ majority vote of the Board.
A03 – Any
accusation proven by the Board of Director’s investigation, when presented by
any person(s) or organization.
Section 2: Life Time Board Members – The two (2)
Co-Founders of The Imperial Court of Arizona, Inc. shall be members of the
Board of Directors for life. They may be
elected to a board office or they may just be sitting members of the Board of
Directors. This is to preserve the
integrity and validity of the corporation/court that bears their names with the
State of
Section 3: The Officers of the Board of Directors
shall be: President, Vice President,
Secretary and Treasurer. The Monarch(s)
to be known as the Emperor and Empress shall automatically be on the Board for
the year of their reign.
Section 4: The Board of Directors, Imperial
Monarch(s), and the
Section 5: The Board of Directors and they alone
shall be the highest court in the land with reference to the internal matters
concerning the Imperial Monarch(s).
Section 6: The Board of Directors are
required to have at least ten (10) called meetings during the Corporation’s
Fiscal Year.
ARTICLE
IV
(cont’d)
Subsection A: The board meetings shall be held on the third (3rd)
Sunday of each month one hour prior to the general members meeting unless
otherwise agreed upon by the members of the Board of Directors.
Subsection B: The definition of an active Board member is attendance at
1 of 3 consecutive Board meetings.
Subsection C: A quorum of the Board of Directors is 2/3 of the active
members.
Subsection D: A simple majority of those present and voting is required
for a Board of Director motion to pass unless otherwise noted in these Bylaws.
Subsection E: The President of the Board shall not have a vote except in
the event of a voting tie, or for business relating to Coronation or Board of
Directors matters. The President shall
have a vote to act as a tiebreaker.
Section 7: The Board of Directors shall hold an
annual Bylaws review, to be completed no later than the 31st day of
August. The Bylaws Committee will
present recommendations at that time to the Board of Directors. The Board, in turn, will vote on whether or
not to bring the recommended revisions to the General Membership for a final
vote.
Section 8: Special (emergency) meetings: All members of the Board of Directors must be
notified with as much time as possible in view of the unusual circumstances.
Subsection A: The president will instruct the secretary to contact ALL
board members and conduct an electronic vote (ie. phone or email) in case of an
emergency matter and presented at the following Board meeting, to be included
in the amended minutes.
Subsection B: All electronic voting, board members will have 48 hours to
respond to the vote. No response to the
electronic vote will count as an abstention.
ARTICLE V
Finances
Section
1: Appropriation of Funds
Subsection A: The Corporation shall be empowered to accept, deposit, and
acknowledge any and all donations.
Subsection B: The Corporation shall have the power to engage in any
activities that are within the scope of Article III of these Bylaws and set an
appropriate fee for participation in said activities.
Subsection C: Due to unforeseen occurrences in regard to disbursement of
funds, the President of the Corporation shall be allowed to commit funds to a
reputable charity and/or organization not to exceed one hundred dollars ($100).
C01 – Any funds distributed
by the President shall be read and entered into the minutes during the following
meeting.
C02 – Any disbursements in
excess of the one hundred dollar ($100) limit may become the personal
responsibility of said President.
Subsection D: All funds raised under the umbrella of The Imperial Court
of Arizona, Inc. shall be accounted for, put in the deposit bag by the
Treasurer and witnessed by one (1) other Board Member and/or Line Title of the
current Reign. It is sealed for
immediate deposit and the funds raised announced at
the function, with the exception of the Coronation Ball.
Section
2: Administration of Funds
Subsection A: The Corporation shall maintain a checking account at a
Subsection B: The Board of Directors shall arrange to have a double
signature set up on the Corporation checking account. The Corporation shall require only one (1)
signature on all disbursements of Corporation Funds. That signature shall be that of the Treasurer
of the Board of Directors.
ARTICLE V
(cont’d)
Subsection C: The Board of Directors shall instruct the Treasurer to
maintain proper and complete financial records detailing all income and
expenditures.
Subsection D: The Board of Directors, including reigning monarch(s),
current Imperial Court titleholders and members shall be required to submit an
itemized budget proposal to the Board of Directors for approval at least one
(1) month prior to the “planned” event when appropriate for said event (ie.
State functions).
Subsection E: All funds collected in the name of the Corporation must be
first routed into Corporation checking account.
Subsection F: Upon request a receipt and/or letter for funds donated
will be issued to any person, business or organization.
Subsection G: To disburse 100% of all funds raised
to the charity of choice for the benefit being held.
Subsection H: To deposit 100% of all funds raised
through a specific fund raising event to be disbursed upon the need such as
corporate/organizational expenses, coronation, investiture and other state
functions.
Subsection I: At the discretion and approval of the Board of Directors,
all funds raised at a specific function may be allocated to any area of the
Corporation’s general ledger system.
Section
3: Misappropriation of Funds
Subsection A: Any member of the Corporation found guilty of
misappropriation of funds shall be permanently removed from the Corporation and
all titles, rights and privileges shall be stripped from said individual(s) in
perpetuity plus one (1) day. Upon completion of an investigation and ¾ vote by the Board of
Directors.
ARTICLE VI
The
Imperial Monarch(s) and the Court
Section 1: The official titles of the chief public
representatives of the Corporation shall be the Emperor of the Imperial
Sovereign Empire of Arizona and/or the Empress of the Imperial Sovereign Empire
of Arizona.
Section 2: These representatives shall be selected in
accordance with the rules in this article.
Subsection A: The Board of Directors shall cause an election to take
place each year.
A01 – The selection of the
Imperial Sovereign Monarch(s) shall be based on a point tally. Said points shall cover one area, the popular
vote.
A02 – The election shall be
held on the last weekend of April each year.
Subsection B: Voting is open to all Arizona residents showing a valid/current
State of Arizona issued drivers license and/or id
card.
Subsection C: Voting stations shall be set up across the state in major
cities as the need and interest arises.
C01 – Said voting stations
shall be secured and approved by the Board of Directors.
C02 – Voting stations shall
be manned by court members in good standing and one (1) member of the Board of
Directors when possible.
C03 – Each station will be
supplied with pens/pencils, ballots, tables, official locked ballot box.
Subsection D: The Imperial Sovereign Empire of Arizona is a closed voting
community in perpetuity.
Section 3: The term of the Imperial Sovereign
Monarch(s) and their court shall be for approximately one (1) year beginning
the moment following the crowning and ending the moment of the crowning of the
successor(s) on the date of the following Coronation.
ARTICLE VI
(cont’d)
Subsection
A: The Emperor and/or Empress must reside
in the State of
Section 4: Purpose of the Imperial Sovereign
Monarch(s).
Subsection A: The offices of the Emperor and/or Empress are expressly
created to serve as the official representatives of the Corporation, executing
the expressed goals of the Corporation already set forth.
Subsection B: Furthermore, they are to serve the entire community in
whatever way possible, to the best of their abilities as long as those
activities are not in violation of the laws of
Section
5: The Express Duties of the Imperial
Sovereign Monarch(s).
Subsection A: The Emperor and/or Empress are expected to be present
and/or officiate at all functions or activities held by/for, and/or authorized
by the Board of Directors, whenever possible.
Subsection B: The Emperor and/or Empress are expected to promote
Subsection C: Attendance by the Emperor and/or Empress at events within
the boundaries of the Empire shall take precedence over any conflicting events
outside of the Empire whenever possible.
C01
– The Emperor and/or Empress may delegate another court member to attend a
function outside of the empire as
their representative.
C02
– The Emperor and/or Empress are to draft a letter of regrets to be delivered
by
the designated representative.
Section
6: Lines of Succession to the Throne
Subsection A: If a vacancy occurs, the Board of Directors with the
recommendation of the Legendary Firebird College of Monarchs,
will select a Regent Monarch if so desired.
Qualifications of a Regent Monarch will be determined as outlined in
Section 8 of Article VI.
ARTICLE VI
(cont’d)
Subsection B: A Regent Monarch who completes a majority of a reign may be
considered for elevation by the Board of Directors of the Corporation to full
Monarch status, when appropriate.
B01
– Terms of Consideration for Elevation:
·
Outstanding
Community Service
·
Productivity
·
Conduct
·
Positive
Representation
·
Personal
Commitment to the Corporation and its principles
·
Performance
of duties of an Emperor and/or Empress
·
Terms
of elevation shall be made on an individual basis
Subsection C: In the event a sole reigning Monarch is elected Emperor or
Empress, the Board of Directors may choose to install a Regent in accordance
with Article VI, Section 8 of these Bylaws.
Subsection D: When a reigning Monarch passes away, the Board of Directors
has the right to keep the position vacant for the remainder of the reign in
honor and memory of the deceased.
Section
7: Line Titles and Imperial Family
Subsection A: The Emperor and/or Empress shall select all members of
their Line and Imperial Family without any other ratification or approval of
their choices except for the Prince Royale and/or Princess Royale.
A01 – The chosen court
member(s) for Prince Royale and/or Princess Royale must be
approved by the Board of Directors
prior to being invested.
Subsection B: This Empire recognizes NO
self-appointed court titles.
Subsection C: Any member of the Line and Imperial Family judged to be
unfit or negligent in the duties by the Monarch(s) or the Board of Directors
can and shall be removed from the Line and the Family along with stripped of
their Title.
Subsection D: Any line member failing to attend at least (1) out of every
three (3) monthly court meetings is subject to not walking with their title at
the next Coronation in any Empire, subject to the decision of the Emperor
and/or Empress.
ARTICLE VI
(cont’d)
Subsection E: All line and family members must dress appropriately
according to the gender of their title at all Coronations unless the court
votes to go in camp attire or special theme attire that would change their
member title gender.
Subsection F: The reigning Monarch(s) have the right to choose court
colors, dress attire for that year’s reign for the court with the approval of
the Board of Directors. (ie. investitures, coronations)
Section
8: Candidacy rules for Emperor and/or
Empress
Subsection A: The Candidate must reside in the Empire of Arizona for at
least twelve (12) months before candidate announcement or have the approval at
the discretion of the Board of Directors
Subsection B: Candidates for Emperor and/or Empress must be at least
twenty-one (21) years of age on or before the day of the screening in the year
in which they are applying.
Subsection C: Persons
denied by the Board of Directors in any one year may re-apply any following
year.
C01 – No Candidate will be
accepted with a felony charge conviction.
C02 – Any reigning Monarch
convicted of a felony charge shall be removed from office and the organization.
Subsection D: Open declaration or publicizing one’s candidacy
for the office of Emperor and/or Empress will not be permitted prior to
Candidate Night. Failure to heed this
subsection may result in disqualification of the Candidate.
Subsection E:
Subsection F: Any Monarch who is removed from office by the Board of
Directors will not be accepted as a candidate for the title of Emperor and/or
Empress.
ARTICLE VI
(cont’d)
Subsection G: All reigning Monarch(s) must dress according to gender
title at all Coronations and Court Investitures for entire length of attendance
at the function unless the court voted to attend in camp attire or special
theme attire.
G01 – If a conflict occurs where
the reigning Monarch(s) cannot attend a Coronation or an Investiture in the
Title of their Gender they must call the President or Vice-president of the
Board of Directors for approval.
Subsection H: Candidate must have one (1) year of Arizona
Imperial Court involvement or have approval at the discretion of the Board of
Directors.
H08 – One (1) year active court
member in the Court
Subsection I: Candidates shall not publicly acknowledge sponsorship
Subsection J: Candidate must reside in Arizona for entire term of the
position or with the discretion of the Board of Directors.
Subsection K: An applicant for Emperor/Empress or an accepted candidate
may be disqualified at any time by the Board of Directors discretion for
unbecoming conduct.
Subsection L: No two (2) persons shall be allowed to apply for one
single title. (i.e. Co-Emperor or Co-Empress)
Subsection M: Any Board of Directors member that is accepted as a
candidate for Emperor or Empress shall relinquish their voting privileges on
the Board pending the outcome of the coronation weekend.
Subsection N: Candidates must comply with Article IV, Section 4, Subsection C of the Corporation Bylaws.
Subsection O: No person will be allowed to run for both the offices of
Emperor and Empress within the same year.
ARTICLE
VI
(cont’d)
Subsection P: A past or present Monarch from outside the Empire may run
for the title of Emperor/Empress if they have served this corporation 2
consecutive years or at the discretion of the Board of Directions for approval.
P01 – The Monarch(s) shall relinquish usage of any and
all prior Imperial Title(s) for the period of their reign. Upon approval of the Board of Directors, said
Monarch(s) may represent their past Imperial Title(s) only when attending the
origin of said Imperial Title.
Section 9: A Past Monarch of the Imperial Sovereign
Empire of Arizona who chooses to run for a second term of office, after waiting
a (5) year period following their step-down, may do so if the Board of
Directors approves his/her candidacy.
Subsection A: Has been active in the Imperial Court System in the last
twelve (12) months by helping with any of the following:
A01 – The
Board of Directors
A02 – The
Reigning Court
A03 – The
College of Monarchs
A04 –
Hosting a private Function benefiting I.S.E.A. Charities
Subsection B: Present them to the Board of Directors and announce their
wishes via the application process.
Section 10: The Monarch(s) at the end of the reign are
entitled to make one (1) proclamation each, having said proclamation approval
by the Board of Directors before being proclaimed publicly. The Board of Directors has the express right
to make the proclamations into by-laws.
Additional proclamations shall be made upon approval of the Board of Directors.
Subsection A: By-laws and/or proclamations shall be reviewed annually at
the said by-laws meeting. At that time
discussion of the in corporation into the existing by-laws will be done at the
Board of Directors discretion as outlined in Article IV, Section 6.
Subsection B: The Secretary of the Board of Directors shall record and
keep a list of all proclamations made.
ARTICLE VI
(cont’d)
Section 11: Removal of an Emperor and/or Empress (Past or
Present) Executive Officer/Board Member, Co-Founders and any Court Title holder
for just cause.
Subsection A: The Board of Directors shall have the right and the
responsibility of removing from office any member of the corporation charged
with violation of these bylaws and/or laws or for just cause.
Subsection B: Any person, persons, or organizations may present accusations
against any member of the corporation.
The Board of Directors is then charged with the duty of investigation on
the facts. If said facts appear to
justify the charges against the individual in question, then formal charges
shall be set in writing sent to the accused.
Subsection C: A letter shall be addressed to the accused and shall be
delivered by Registered Mail/Return Receipt, or, shall be delivered by 2
members of the corporation in person.
The accused will have 30 days to respond and/or appear at the stated
Board meeting to dispute said charges.
If the accused fails to respond or appear then said Board could suspend
or remove their title.
Subsection D: The Board of Directors shall be the Highest Court in the
land with reference to the internal affairs concerning the Imperial Member(s)
of the I.S.E.A.
ARITCLE VII
The College of Monarchs
Section 1: The official name for the College of
Monarchs shall be hence known as the Legendary Firebird College of Monarchs
(hereinafter referred to as the “College”).
Section 2: The composition of the College shall
be: all former Emperors, Empresses,
Queen Mothers of the Empire, King Fathers of the Empire and Regent Emperors
and/or Empresses and all Life Time Title Holders.
Section 3: The College shall be responsible for and
involved in the three (3) following events each fiscal year.
Subsection A: College of Monarchs’ Ball and Candidate(s) announcement.
Subsection B: Voting Day and Polling Stations
Subsection C: Crowning Ceremony at Coronation
ARTICLE VIII
Corporate Sponsorships Annual
and Event
Section 1: The Corporation shall set fourth in their
Policies and Procedures the levels of sponsorship by individuals, businesses
and other organizations that wish to support the mission of the Corporation.
Section 2: The Board of Directors will establish
these levels of sponsorships along with annual and event levels by a ¾ vote of
the Board.
Section 3: These sponsorship levels will be reviewed
from time to time for additions and adjustments by a committee appointed by the
Board of Directors.
ARTICLE IX
Contractual Obligations
Section 1: The board of Directors may enter into
contracts with independent contractors and/or businesses as they deem
appropriate to carry out the business of the Corporation when the Corporation
cannot provide the particular service within their own ranks.
ARTICLE X
Amendment of
Bylaws
Section 1: These bylaws may be amended by a
two-thirds vote of the active members present at the appointed monthly
membership meeting.
Section 2: Each year the Board of Directors will
appoint a Bylaws Chairperson and Committee to review the bylaws for
amendment(s) and update(s). The
Committee will bring a motion to the Board of Directors for amending and
updating or accepting the bylaws as written.
Section 3: Once the committee made their motion to
the Board of Directors, the members of the Board would vote to send it to the
membership or not.
Section 4: Once the membership votes on the
recommended amendment(s) update(s), they become effective immediately upon
adoption.
ARTICLE XI
AFFILIATION
Section 1: The Board of Directors may affiliate with
the International Court System should it so deem fit and appropriate.
ARTICLE XII
Indemnification
Section 1: Officers, directors, employees and agents
of the corporation shall be indemnified for any costs, expenses or liabilities
necessarily incurred in connection with the defense of any action, suit or
proceedings in which they are made a party by reason of being or having been a
member serving in an elective or an appointed capacity. No member or employee shall be indemnified
when adjudged in the action or suit to be liable for negligence or misconduct
in the performance of duty. (applicable Arizona statute inserted here)
ARTICLE XIII
Parliamentary Authority
Section 1: The rules contained in the current edition
of Robert’s Rules of Order Newly Revised shall govern the Corporation in all
cases to which there are non and not inconsistent with
these Bylaws and any special rules or order the Corporation may adopt.
ARTICLE XIV
Dissolution
Section 1: The Corporation may be dissolved by a
three-fourths (3/4) vote of the Board of Directors. In the event of dissolution, the Board of
Directors, after reconciling all debts, will distribute the remaining assets to
the local charities as named by the Corporation and current reigning monarchs.
ARTICLE XV
Ratification
These
Bylaws were ratified by the properly noticed and held meeting of the membership
of the Imperial Court of Arizona, Inc. on this date, November 18, 2007, at the
Gentle Shepherd MCC in the city of Phoenix, in the State of Arizona.