The following are the incorporation bylaws for Underground Theater, Inc.
BYLAWS FOR THE CORPORATION UNDERGROUND THEATER
The name of the Organization shall be Underground Theater, Inc. The term “Organization” as used within these Bylaws shall refer to the nonprofit Mississippi Corporation, Underground Theater, Inc.
A. General Purpose
The purposes of the Organization are:
1. To serve as a social club for the purpose of fellowship among individuals and persons who share interests in exploring the literary and media genre of “Mind’s Eye Theatre” and related materials as published and supported by By Night Studios, LLC, under license from White Wolf;
2. To promote camaraderie among its Patrons, to encourage and coordinate activities related to the enjoyment of the “Mind’s Eye Theatre” works, to include: providing educational programs, conventions, workshops, lectures, games and related activities;
3. To facilitate communications and the sharing of knowledge among its Patrons; and
4. To engage in activities of interest to the Patronage so long as those activities are not inconsistent with the Organization’s non- profit, tax exempt status under applicable law.
The Organization will not discriminate against any Patron or non-Patron on the basis of race, color, national origin, religious affiliation, gender, sex, sexual orientation, disability, creed, status, or classification protected by applicable law.
C. Patron Age Limitation
All Patrons must be the legal age of majority in their state or residence in order to be eligible as a Patron.
III. NOTICE AND COMMUNICATION
All notices and other communication required under these By-laws may be delivered in person, in writing by mail or overnight carrier, or by facsimile, email, telephone, or other form of wired or wireless communication. Written notice, if in a tangible form, is effective at the earliest of the following:
1. When received or when delivered, properly addressed, to the addressee’s last known principal place of business or residence;
2. Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
IV. BOARD OF DIRECTORS
As reward for this volunteerism, members of the Board of Directors and the national-level administration team working with them will receive their patronage for free if they have held any one or combination of these positions for the six months prior to their renewal.
The Board of Directors shall consist of seven (7) Directors (Section IV E). The number of Directors shall never consist of less than three (3) individuals. Directors may not serve in any elected positions of the Organization during their term. In addition, members of the Board of Directors will each have a yearly discretionary fund that may be used toward expenses directly encountered in their Underground Theater duties such as travel, convention attendance fees, helping troupes in need, promotional materials, props, or other necessities.
C. Authority of the Board of Directors
Only the Board of Directors, collectively, acting in accordance with these Bylaws and applicable law, shall have corporate powers and authority to manage the affairs of the Organization. Individual Directors, acting alone, do not have access to corporate powers, or any authority to manage the affairs of the Organization, except as otherwise may be conferred by the full Board of Directors.
1. A majority vote of the Board of Directors must be obtained in order to set a public deadline for any Organizational project.
To be eligible as a candidate for Director, an individual must:
1. Be 18 years of age; and
2. Disclose to the Board of Directors all information concerning any Underground Theater disciplinary actions to which that individual was subject; and
3. Have never been convicted of a felony or any crime of dishonesty or unlawful taking (including without limitation: fraud, embezzlement, or theft).
1. Term. Each Director of the Board shall serve in their position in perpetuity.
2. Removal. Any Director of the Board may be removed at any time without cause by the affirmative majority vote or valid written consent of the Directors. Any Director of the Board may resign in writing to the Board, which shall be effective immediately unless a future date is specified.
3. Vacancies. Vacancies among the Directors, which may occur due to either resignation or removal of a Director, shall be filled by means of a Quorum vote of the Directors. Candidates for said vacancies may be gathered by two means: Patron response to an open all-call, or nomination by a sitting Director.
4. Appointment. Directors will serve on the Board in perpetuity, or until such time as they choose to resign the board, or are removed from the board as detailed above. Should a vacancy occur which the Board agrees causes an undue lapse in service to the Patronage the board may appoint Interim Directors to any such positions until such time as the remaining Directors can agree on a suitable permanent replacement.
5. The officers shall consist of a President, Vice President, Secretary, Treasurer, Ombudsman, Director of Communications, and Chief of Technology. All Directors of the Organization serve at the pleasure of the Board of Directors. The Directors have the following powers and responsibilities:
a. The President presides over all board meetings, may recommend committee members and perform any other duties as required of the office. The President is the primary contact of the organization for official and legal purposes, and oversees the daily needs of the overall management of Underground Theater as an organization. The President also acts as the primary contact and organizer of National Events. While most decisions are made through board vote or consensus, the President is the highest ranking official in Underground Theater. In the event a board vote results in a tie, the President may cast an additional vote to break the tie.
b. The Vice President is responsible for the administration of the day to day operations of troupes, admissions and the Content Management Team. National plots, NPCs and storyteller coordination fall under the Vice President’s office. The Vice President oversees new troupe admission and integration and the content development team responsible for national plot and continuity. The Vice President will also temporarily assume the duties of the President in the event the President is absent.
c. The Secretary shall be responsible for the minutes and agendas of the board meetings, keeping all approved minutes in a designated minute file and providing copies of minutes to all on the board. The Secretary will be the designated record keeper for all reports made to the board and is responsible for patron tracking with the Treasurer. The Secretary shall perform any additional duties as may be required of the office.
d. The Treasurer keeps record of the organization’s budget and financial records, prepares financial reports as needed (including governmental requirements), issues payments, oversees monetary deposits and performs any additional duties as may be required of the office. The Treasurer is also responsible for patron tracking with the Secretary.
e. The Director of Communications conducts all official communications from the board, thereby representing the face of the board to the patronage, media and external individuals or organizations, and also represents the organization to the public. The Director of Communications shall be responsible for the writing of copy and the marketing and branding of the organization and the overall health of the organization’s culture, and shall perform such additional duties as may be required of the office.
f. The Ombudsman shall work as an independent neutral party to assist patrons and groups in the resolution of conflicts and concerns. The Ombudsman will act as the board contact for patrons throughout Underground Theater and will work with the Director of Communications to maintain the overall health of the organization’s culture. He or she will serve as an instrumental piece of the arbitration, player retention and recruitment processes, and shall perform such additional duties as may be required of the office.
g. The Chief of Technology shall administer, update and improve the organizational database of Underground Theater, and provide these tools to the patronage. He or she will also administer any technological needs or requirements of the board, such as website domains and hosting, email services and information storage methods.
6. Authority of Board Officers. The officers listed in this Section IV.E. 5. are the only corporate officers of the Organization authorized to act for or on behalf of the Board of Directors.
7. Eligibility. Board Officers are required to be at least 18 years of age in all cases and may not have been convicted of a felony or equivalent or any crime of dishonesty or unlawful taking (including without limitation fraud, embezzlement, or theft).
F. Board Advisors, Administrators, or Assistants
The Directors may vote to elect non-Board members and non-Organization affiliated individuals to serve as Advisors, Administrators, or Assistants, for any purpose they deem necessary. Advisors, Administrators, and Assistants have no set term, and may be called on, or dismissed for any purposes upon a majority vote or written consent of the Directors. Any Director may nominate an individual for such a position, and may also require an interview, which may be conducted in-person or electronically as necessity dictates, of any candidate for such a position. Additionally, Assistant Administrators may be appointed by sitting Administrators (determined by the means described above) for any purpose they deem necessary. Assistant Administrators may be called on, or dismissed for any purpose at the pleasure of the hiring Administrator, the managing Director of said Administrator, or by a majority vote or written consent of the Board of Directors.
1. Appointment and Composition. The Board may appoint standing or ad hoc committees as necessary from to time by a majority vote or written consent of the Directors for any purposes and only with such authority as may be determined by the Board. Each committee will consist of at least two members of the Board and may, at the discretion of the Board, consist of non-Board members and non- Organization affiliated individuals.
2. Notice; Waiver of Notice; Meetings; Action without a Meeting; Quorum; Voting Requirements. The provisions of these Bylaws that apply to Notice of Meetings, Waiver of Notice, Meetings, Action without a Meeting, Quorum, and Voting Requirements shall apply to committees of the Board and committee members as well.
1. Frequency. Meetings of the Board shall be held no less frequently than once every month, but may be held more often.
2. Dates, Times and Locations. The dates, times and locations of the Board meetings shall be determined by the Board.
3. Notice; Waiver of Notice.
a. The Secretary shall provide notice to each of the Directors of the date, time, and location of Board meetings no later than five (5) days in advance of such meeting. Notice may be delivered personally, over internet broadcast, by mail, by facsimile transmission or email to the address, facsimile number or email address for each Director as it appears in the records of the Organization. If mailed, such notice will be deemed to be delivered when deposited in the U.S. mail in a sealed envelope so addressed, with postage thereon prepaid. If sent by electronic means, such notice will be deemed to be delivered when transmitted, with reasonable evidence of successful transmission.
b. A Director may waive any notice required by these Bylaws. A Director’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the Director, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting because the meeting is not lawfully called or convened.
4. Meeting Agenda. An Agenda must be provided by the Secretary at least one (1) day in advance.
5. Special Meetings. A special meeting of the Board may be called by the Secretary or by three (3) or more members of the Board of Directors.
6. Attendance by Internet Conference or Similar Communications Equipment. Directors may participate in a meeting of the Board by means of conference telephone, video conference, or similar communications equipment whereby all persons participating in the meeting can hear and be heard. Participation in a meeting in this manner will constitute presence in person at the meeting.
7. Action without Meeting. Any action required or permitted under these Bylaws to be taken at a meeting of the Directors may be taken without a meeting if the action is taken unanimously by the Directors, evidenced in writing describing the action taken, signed by each director and included in the minutes filed with the records. Action taken under this section is effective when the last Director signs the consent unless the consent specifies a different effective date.
1. Quorum. A simple majority of the total Directors shall constitute a quorum of the Board. In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
2. Actions. Except as otherwise provided in these Bylaws, at any validly called meeting for which a quorum is present, the affirmative vote of a majority of all Directors shall be the act of the Board of Directors. All approved actions of the Board and the Organization take effect immediately unless a future date is specified.
3. Two-thirds vote. A two-thirds vote of the Board shall mean two-thirds of the total Directors, rounded up.
J. Conflict Of Interest
1. Disclosure and Recusal. Any Director or member of a committee who has a financial, personal, or official interest in or conflict with any matter pending before the Board or committee, direct or indirect, of such nature that it prevents or may prevent that member from acting on the matter in a fair and impartial manner, will disclose the material facts, nature and details of such interest or conflict and shall offer to the Board to voluntarily recuse him or herself from discussion and voting on said item, which shall be noted in the minutes.
2. Voting and Approval. A matter involving a conflict of interest of one or more of the Directors or a member of a committee may be authorized, approved or ratified if: a. After disclosure of material facts, nature and details to the Board or a committee of the Board, the matter receives the passage of a motion of the Directors who have no conflict of interest with respect to the matter, however, no matter may be authorized, approved or ratified by a single Director. If a majority of the Directors who have no financial, personal or official interest in or conflict with any matter vote to authorize, approve or ratify the matter, a quorum is present for the purpose of taking action under this section.
3. The Board may adopt such additional policies and procedures to govern conflict of interest situations that arise from time to time among the Organization, Directors, and officers and agents of the Organization.
The Organization shall have two class of Patronage for purposes of voting.
1. Voting Patrons. Any Patron currently occupying the position of President, Vice-President, Secretary, Treasurer, Ombudsman, Director of Communications, and Chief of Technology on the UT Board of Directors is considered a Voting Patron. Voting Patrons are entitled to vote on the appointment of new/replacement Board Members, and on the dismissal of sitting Board Members.
2. Non-voting Patrons. All Patrons or Trial Patrons of Underground Theater who do not occupy the position of President, Vice-President, Secretary, Treasurer, Ombudsman, Director of Communications, and Chief of Technology on the UT Board of Directors are considered Non-voting Patrons. The voting rights of Non-voting Patrons are detailed in this document and elsewhere throughout UT’s Organizational Documents.
Term. The length of term of a Patronage to the Organization shall be for one calendar year from the date of approval of Patronage. A Patronage may be renewed on an annual basis.
B. Trial Patronage.
Individuals participating in Underground Theater in any capacity who have not purchased a Patronage are considered Trial Patrons. Trial Patrons are not considered full Patrons and do not receive the rights detailed in Section V.C.
1. Status. Until the potential Patron applies for a Patronage and is accepted, they are not Patrons. Trial Patrons receive no benefits except the ability to participate in Underground Theater activities. Trial Patron’s characters do not advance or earn experience points.
2. Term. Trial Patronage lasts until the individual becomes a Voting or Non-voting Patron or is expelled from the Organization. An individual is only allowed a single trial Patronage regardless of having separated from the club for long expanses of time and then returned, or other such mitigating factors.
C. Patronage Rights.
Patrons are entitled to the following rights which may not be removed unless Patronage is terminated voluntarily or with cause or the Patron is expelled.
1. A single vote on each matter that requires or is submitted for a General Patronage Vote by the Board of Directors.
D. Patronage Criteria.
The Organization Players Handbook or other such documents may set forth additional requirements and criteria for Patronage so long as they are not inconsistent with the Articles of Incorporation, these Bylaws, or applicable law.
An applicant for Patronage may be accepted only if the applicant:
1. Demonstrates an interest in the purposes of the Organization.
2. Completes applicable Patronage application, which shall be the same for all applicants.
3. Has not been previously expelled from the Organization.
4. Pays the Patronage fee as set by the Board in a timely fashion.
E. Transferability of Patronage.
Patronage or any right arising therefrom may not be reassigned, sold or otherwise transferred.
F. Termination of Patronage.
Patronage shall be terminated when one or more of the following conditions has/have been met:
1. Patronage fees have not been paid in a timely fashion; or
2. The Patron requests, in writing, that his Patronage be terminated; or
3. The Patron fails to renew Patronage within thirty (30) days of notification of expiration of Patronage.
4. The Patron has been expelled from the organization.
G. Expulsion of a Patron.
1. Expulsion of a Patron shall be done by action of the Board.
2. Expulsions of Patrons shall be with cause and will be recommended to the Board.
3. The Patronage shall be purchased back by the Organization for a price determined on a pro-rata basis.
4. The Board may, through unanimous action, modify or rescind a decision of expulsion of a Patron.
H. Annual Meetings
1. Dates, Times and Locations. Annual meetings of both the Patrons and the Board shall be held at dates, times, locations, and manner to be determined by the Board.
2. Notice of Meeting; Waiver of Notice.
a. The dates, times, locations and manner of the annual meetings shall be announced at least thirty (30) days in advance of the meeting. Such announcement may be by electronic means, including, but not limited to, being sent to email addresses on record for the Patron. A Patron may waive any notice required by this section or these Bylaws before or after the date and time stated in the notice, in writing, signed by the Patron and delivered to the Organization for inclusion in the minutes or filing with the Organization’s records.
b. A Patron’s attendance at a meeting or participation in a related vote waives any objection to a lack of notice or defective notice of the meeting, or objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the Patron at the beginning of the meeting objects to holding the meeting or transacting business at the meeting or objects to considering the matter when it is presented.
3. Voting. All Patrons are entitled to one vote per Patron in any instance in which a vote of the Patronage is required or called for by the Board. The affirmative vote of a majority of the Patrons present at any annual or special meeting for which a quorum is present shall be the act of the Patrons.
I. Special Patronage Meeting
A special meeting of the Patrons of the Organization may be called by the Board of Directors at dates, times and locations as may be determined by the Board. If a special meeting of the Patronage is called, it shall be announced no less than thirty (30) days in advance of the meeting. Notice shall be provided in the same manner as that provided for the Annual Meeting in section V.H.2. above. Matters requiring a vote of the Patronage at a special meeting shall be voted upon in accordance with the General Patronage Vote as set forth below in section V.J.
J. General Patronage Vote
1. Definition. A “General Patronage Vote” shall mean a vote called for by the Board of Directors, to be participated in by eligible Patrons of the Organization as of a record date determined by the Board.
2. Annual Meeting and Effective Date of Vote. Any matters requiring a General Patronage Vote may take place at the annual meeting or special meeting of Patrons, or at any time whatever, provided that the vote can reasonably be conducted either in person or online. The results of the General Patronage Vote shall be effective thirty (30) days after the conclusion of the vote, unless otherwise specified in the ballot.
3. Quorum. Quorum for purposes of a General Patronage Vote will be five percent of the possible votes or one hundred votes, whichever is smaller. Without a valid quorum, no action or vote shall pass.
4. Record Date. The record date is the business day before the date the ballots are prepared.
5. Proxy Votes; Written Consent. Proxy votes shall not be allowed on any matter involving a General Patronage Vote nor shall action by written consent by permitted.
6. Action by Written Ballot. Any matters or action requiring a General Patronage Vote which may be addressed at any annual or special meeting of the Organization’s Patrons may be taken without a meeting upon a written ballot delivered to every Patron entitled to vote on the matter. Such written ballot may be in an electronic format and delivery may be through electronic means to the email address on record with the Organization for individual Patrons. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
VI. ORGANIZATIONAL DOCUMENTS AND MATERIALS
The Board of Directors may adopt additional organizational or operational materials and guidelines from time to time. In no event shall such materials or guidelines be construed in a manner that conflicts with or is contrary to these Bylaws or the Articles of Incorporation. In the event that any terms of any operational documents or materials, including, but not limited to any handbooks, policies, procedures or practices, conflict with these Bylaws or the Articles of Incorporation, these Bylaws and/or the Articles of Incorporation shall govern.
VII. AMENDMENTS TO BYLAWS
Amendments to these Bylaws must be proposed in writing to the Board. Each Director must receive a complete copy of the proposed amendments to the Bylaws a minimum of seven (7) days prior to the meeting where the proposed amendments will be considered.
B. Board Review.
Upon approval of the Board, in its sole discretion, the proposed amendments will be voted on by the Board. Notwithstanding the foregoing, no amendment may modify the purposes of the Organization as set forth in these Bylaws without unanimous approval of all Directors. The Board may choose to modify the language of proposed amendments to allow for the legal, necessary and correct operation of the Organization. The Board may also withdraw proposed amendments prior to any General Patronage Vote, upon approval of the Board, in its sole discretion.
If the proposed amendments fail to pass the Board vote by at least a two-thirds majority of the Directors, the proposed amendments shall not be implemented. Amendments which pass by at least a two- thirds majority will go into effect immediately unless otherwise specified in the amendment.
D. Temporary Amendments to Bylaws.
1. The Board may, with a two-thirds vote or written consent, make temporary amendments to these Bylaws that they determine necessary to continue the legal, necessary and correct operation of the Organization. Such temporary amendments shall have the same force and effect as approved regular amendments. The Board may, with a two-thirds vote, delete temporary amendments.
2. Such temporary amendments will be put to a Board vote at the next Board Meeting after initial passage. If the temporary amendments fail to pass by a majority of the votes cast, the temporary amendments shall be removed from the Bylaws immediately. Temporary amendments which pass shall continue to apply and shall be then considered normal permanent amendments.
Any proposed or temporary amendment which does not pass under a Board vote, or is withdrawn or deleted, may not be re-proposed as an amendment or implemented as a temporary amendment with 12 months of the date of the Vote or withdrawal as appropriate.
Any plan of merger of the Organization must be approved by a General Patronage Vote and pass by not less than two-thirds majority prior to implementation. Patrons shall be provided with notice and a copy of the merger plan no later than forty-five (45) days prior to the General Patronage Vote in a manner in accordance with Section V.I.2.a. above. The notice and copy of the merger plan shall conform to requirements of applicable law.
IX. DISPOSITION OF PROPERTY
The sale, lease, exchange or other disposition of all or substantially all of the Organization’s property and assets other than in the usual and regular course of activities of the Organization must be approved by a General Patronage Vote and pass by not less than two-thirds majority prior to the transaction. Patrons shall be provided with notice and a copy or summary of a description of the transaction no later than forty-five (45) days prior to the General Patron Vote in a manner in accordance with Section V.I.2.a. above. The notice and copy or summary of the transaction shall conform to applicable law.
A. Required Vote.
The dissolution of the Organization shall only take place upon approval by a General Patronage Vote and pass by not less than two-thirds majority.
Notice of any meeting at which dissolution will be approved shall be provided no later than forty-five (45) days prior to the General Patronage Vote in a manner in accordance with Section V.I.2.a. above and shall conform with applicable law. Such notice shall include a copy or summary of the dissolution plan which shall conform to applicable law.
C. Disposition of Assets and Winding Up.
Upon a voluntary dissolution properly approved under this section, the Board members may take such legal, appropriate and necessary actions to dispose, transfer, convey or otherwise liquidate the assets and property of the Organization; discharge or make provisions for discharging any liabilities of the Organization; and take any other action to wind up and liquidate the Organization’s assets and affairs and will follow the Articles of Incorporation. Actions taken under this section may be taken by the Board upon a simple majority vote of the Directors.
XI. GENERAL PROVISIONS
A. Fiscal Year.
The fiscal year of the Board shall be January 1st to December 31st of each year.
Days as stated under these Bylaws shall be based on calendar days.
The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization and such authority may be general or confined to specific instances. Notwithstanding the foregoing, unless otherwise limited by the Board, the President will have the power and authority to execute on behalf of and bind the Organization with respect to contracts in the ordinary course of the Organization’s business and activities.
No loans may be contracted on behalf of the Organization and no evidence of indebtedness may be issued in its name unless authorized by the Board. Such authority may be general or confined to specific instances. The Organization is prohibited from making loans (excluding advances made for legal defense made pursuant to this Section XI) to its Directors or Officers under any circumstances.
E. Checks and Drafts.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Organization will be signed by such Officer or Officers, agent or agents of the Organization and in such manner as may from time to time be determined by the Board.
F. Agents and Attorneys.
The Board may appoint such agents, attorneys and attorneys-in-fact of the Organization as it may deem proper, and may, by written power of attorney, authorize such agents, attorneys or attorneys-in-fact to represent it and for it and in its name, place and stead, and for its use and benefit to transact any and all business which the Organization is authorized to transact or do and in its name, place or stead and as its corporate act and deed, to sign, acknowledge and execute any and all contracts and instruments, in writing necessary or convenient in the transaction of such business as fully to all intents and purposes as the Organization might or could do if it acted by and through its regularly elected and qualified Directors and officers.
G. Electronic Communications and Signatures.
Electronic communications, records and signatures may be used in connection with all matters contemplated by these Bylaws except to the extent prohibited by applicable law. Except as may be specifically set forth herein, Patrons of the Organization may use and rely upon electronic communications, records and signatures for all notices, waivers, consents, undertakings and other documents, communications or information of any type sent or received in connection with matters contemplated by these Bylaws. An electronically transmitted (but not oral) document will be deemed to satisfy any requirement under these Bylaws or applicable law that such document be “written”, “in writing” or the like. An electronic signature or electronically transmitted signature by any person on any document (properly authenticated) will be deemed to satisfy any requirement under these Bylaws or applicable law that such document be “signed” or “executed” by such person. An electronic transmittal or communication (but not oral) of a document will constitute delivery of such document. Neither the Organization nor any Director may contest the authorization for or validity or enforceability of electronic records and electronic signatures or the admissibility of copies thereof under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by the party to be bound thereby.
The Organization will indemnify and hold harmless any Board Member, officer or agent of the Organization acting within the course and scope of his or her duties, in good faith, as a Board Member, officer or agent of the Organization, including reasonable attorney’s fees, to the fullest extent permitted by applicable law.
All income and properties of the Organization will be devoted exclusively to the purposes as provided in the Articles of Incorporation and these Bylaws. The Board may adopt such policies, regulations and procedures governing the management and/or disbursement of funds for such purposes as in its opinion and reasonably calculated to carry out such purposes as set forth in the Articles of Incorporation and these Bylaws. Indeed, all expenditures of corporate funds are to be only by a majority vote of the Board of Directors.
J. Severability Clause
If any part of these Bylaws is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions expressed in the Bylaws, and the remaining portions shall remain in full force and effect.