1. Name

1.1 The name of the organization shall be “NewfoundLUG – Newfoundland LEGO Users Group” (herein referred to as “the Group”, “the LUG”, or “NewfoundLUG”).

2. Definitions

2.1 “AGM” means the Annual General Meeting, as defined in Section 5.1.

2.2 “Executive” means Officers of the Group as defined in Section 6.1.

2.3 “Voting Executive” refers to those members of the Executive other than the Ambassador

2.4 “Member” means any person who meets the requirements defined in Section 4.1.

2.5 “General Meeting” means the AGM and/or a Meeting attended by both the Executive and the membership.

2.6 “Executive Meeting” means a meeting involving only the members of the Executive.

2.7 “Quorum” refers to the minimum number of voters required to allow for voting to take place.

2.8 “LEGO” and “The LEGO Group” (TLG) refers to the LEGO Corporation and its affiliates. No claim is made herein to any trademarks or copyrights, which remain the property of The LEGO Group.

2.9 “RLUG” means “Registered Lego Users Group, as defined by TLG.

2.10 “LAN” means LEGO Ambassador Network.

3. Mandate

3.1 To maintain status as a Registered LEGO User Group from LEGO.

3.2 To promote the growth and development of the hobby of LEGO collecting and building throughout Newfoundland and Labrador.

3.3 To provide a means to facilitate open and continuous communication within the LEGO community.

3.4 To give back to the community via charity and community activities where our skills allow us to do so.

3.5 To operate as a not-for-profit organization and to transact any and all other lawful business for which non-profit organizations may be incorporated under the laws of Newfoundland and Labrador. Specifically, The Corporations Act, R.S.N.L. 1990, c. C-36 as amended from time to time.

3.6 To obtain and manage the necessary finances, personnel, and equipment to achieve the main goals of NewfoundLUG.

4. Membership

4.1 Membership to the group shall be open to all persons on condition that they uphold the spirit of the hobby.

4.2 No dues are currently collected, and instituting dues will require amendment to the bylaws as per section 10.

4.3 A member in good standing is a member who:

4.3.1 Has attended at least one meeting or event for a calendar year (exceptions may be made for those members for whom distance is an obstacle).

4.3.2 Is eighteen (18) years of age at the time of the AGM.

4.4 Each member in good standing shall have one vote in matters requiring a vote by the Membership.

4.5 The Executive may, by 2/3 (two-thirds) majority vote of the Executive, suspend the membership of any member. They may also recommend to the members at a general meeting for the expulsion of that member for behavior likely to bring discredit to the Group.

4.5.1 The expulsion of a member shall not be valid unless confirmed by a three-quarters majority vote of a quorum of members at a general meeting.

4.5.2 The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the resolution is put to a vote.

5. General Meetings

5.1 Once a year, an Annual General Meeting (AGM) of members shall be held in the province of Newfoundland & Labrador at a time and place as determined by the Executive.

5.2 In addition to the AGM, other General Meetings may be called at the discretion of the Executive.

5.3 General Meetings may also be called by a petition signed by at least five (5) members in good standing, presented to the Executive.

5.4 Notice of all General Meetings will be served to members by electronic notification (e.g., email, social media), not less than five (5) days prior to the meeting, or fifteen (15) days in the case of the AGM.

5.5 The presence, in person, by phone/telepresence or in proxy, of ten (10) members shall constitute a quorum for any meeting.

5.6 Any member entitled to vote at a General Meeting or, in any action taken without a meeting, may authorize another person to vote for them by proxy.

5.6.1 A proxy shall be in writing and signed, by hand or electronically, by the member.

5.6.2 The proxy must be delivered to the Executive prior to the meeting and shall be valid only for the meeting named therein.

5.6.3 A reminder of a member’s proxy rights shall be included in any notice of any members’ meeting.

6. Executive

6.1 The Members shall elect a committee of representatives, following the procedures for elections in Section 7. This committee shall be called the Executive.

6.2 The duties of the Executive shall be to manage the affairs of the Group, to determine policies and rules for the good of the Group in accordance with these Bylaws, and to implement the execution of these policies and rules.

6.3 The Executive shall consist of not less than three (3) members – a President, a Vice-President and a Secretary/Treasurer.

6.3.1 In addition, there will be up two “at large” Executive positions.

6. 4An Executive member must be a member in good standing.

6.5 If the Group maintains status as an RLUG, the Group will elect an Ambassador as required by the LAN.

6.6 President

6.6.1 Shall serve as chairperson of the Executive.

6.6.2 Shall be the chief executive officer of the Group. Contracts and documents requiring the signature of the Group shall be signed by the President and shall be binding on the Group.

6.6.3 Shall exercise a general supervision and control over the officers and business of the Group.

6.6.4 Shall chair the AGM, General Meetings, and any meetings of the Executive.

6.6.5 The President has the power to designate, at their discretion, a member of the Group who shall represent the Group to an outside organization and represent NewfoundLUG in all correspondence with same.

6.6.6 Shall prepare a report to the membership at the Annual General Meeting.

6.7 Vice President

6.7.1 Shall carry out the duties of the President in their absence, or in the event of their inability or refusal to act; and when so acting, shall have all the powers and restrictions of the President.

6.7.2 Shall assist the President in the fulfillment of their duties.

6.7.3 In the event the President is removed or resigns from office, the Vice President shall be elevated to President, and a Vice President appointed/elected as per section 6.20.

6.8 Secretary/Treasurer

6.8.1 Shall keep attendance at events and meetings.

6.8.2 Shall keep minutes during meetings and may designate another member to do so.

6.8.3 Shall maintain records of all voting items.

6.8.4 Shall keep records of the Group’s finances.

6.8.5 Shall be responsible for dispersing the Groups funds.

6.9 Ambassador

6.9.1 Shall be the point of contact between the group and the LAN

6.9.2 Shall perform duties as defined by TLG and the LAN.

6.9.3 Shall not vote within the Executive (but is otherwise a full voting member of the Group).

6.10 Executive Member(s) At Large

6.10.1 Shall fulfil the duties of other Executive Members as needed.

6.10.2 Shall assist in the running of the LUG and organizing LUG Events.

6.11 In the event a duty or requirement arises outside of the designated roles above, the Executive may appoint a member to be responsible for this duty and to serve as a member of the Executive.

6.12 If a member is appointed under Section 6.11., the role may be subject to election under Section 7 at the next AGM, provided the Executive determines the role is still required.

6.13 The Executive shall supervise the expenditure of the Group’s funds.

6.14 The Executive shall supervise the acquisition and disbursement of any discounts, products, or other benefits that are given to the group, either by TLG via the RLUG program, or from other sources.

6.15 The Executive shall have Executive meetings at least four (4) times per year, at a time and place as determined by the Executive – this may be a virtual meeting.

6.15.1 Any Executive member may call an Executive meeting.

6.15.2 Notice of an Executive meeting shall be served to all Executive Members not less than seven (7) days prior to the meeting.

6.15.3 In the case of an emergency Executive meeting, which is called at the discretion of the Executive with less than seven (7) days notice, members are expected to make all reasonable attempts to attend such meetings.

6.15.4 An Executive meeting of which not less than one half plus one (50%+1) of the Voting Executive are present (either physically, via phone/telepresence, or by proxy) shall constitute a quorum

6.15.5 Any member of the Executive may authorize another Executive to vote for them by proxy at an Executive meeting, or in any action taken without a meeting.

6.15.5.1 A proxy shall be in writing and signed, by hand or electronically, by the member.

6.15.5.2 Such a proxy must be delivered to the President prior to the meeting or to the action and shall be valid only for the meeting or action named therein.

6.16 An Executive member may resign at any time by giving written notice to the Executive.

6.17 This resignation shall be communicated to the Group within twenty-four (24) hours.

6.18 Any member of the Executive may be removed from office at any time by a unanimous vote of the remaining Voting Executive at an Executive Meeting, or by a three-quarters majority vote by Members at any General Meeting.

6.19 Successful removal from office by Section 6.18 shall be communicated to the Membership within twenty-four (24) hours.

6.20 If a seat on the Executive is vacated between AGMs, whether by the resignation or removal of a member, the vacancy may be filled by the Executive with a majority vote until the next scheduled meeting, where the election shall be put to the membership.

7. Elections

7.1 Nominations for positions on the Executive shall be accepted for two (2) weeks prior to the AGM.

7.2 Any member in good standing may nominate themselves or another member in good standing for any Executive role up for election.

7.3 Anyone nominated by another Member may turn down the nomination.

7.4 Incumbents are not automatically considered nominated and must nominate themselves or be nominated by another if they desire to continue in the role.

7.5 If no member is nominated for a position, the incumbent shall continue in the role until the Executive replaces them as per Section 6.20.

7.6 Elections shall be held by secret ballot at the AGM

7.7 The counting of the votes shall be by a member who is not nominated on any of the ballots.

7.8 All members are permitted to cast one vote (proxies permitted) per contested Executive position except for the “At Large” nominees.

7.8.1 The “At Large” nominees shall be all on a single ballot, and the top two (2) vote recipients shall be elected.

7.8.2 Each member in good standing can cast two (2) votes in a contested “At Large” election.

7.8.3 If there is only two (2) or one (1) nominee for the “At Large” positions, they will be elected by acclimation.

7.8.4 If there are no nominees for the “At Large” positions, they will remain vacant.

7.9 Ties will be broken by giving precedence to incumbent Executive Members, or in the absence of this, by Ro-Sham-Bo, best two out of three (2 out of 3).

7.10 The elected members of the Executive shall hold office for terms lasting two (2) years.

7.10.1 President, Vice President, and Secretary/Treasurer will be elected in even-numbered years.

7.10.2  The LAN Ambassador and At-Large positions will be elected in odd-numbered years.

7.10.3 To align the terms with 7.10.2, the At-Large positions elected in 2022 will be elected at a special meeting outside of the AGM, and shall serve for one (1) year.

8. Accounting

8.1 All accounts opened in the name of NewfoundLUG must have a minimum of three signing officers drawn from the Executive Committee.

8.2 All disbursement of funds shall require the signature of at least two signing officers.

8.3 All non-budgeted expenditures of the Group must be approved by the Executive.

9. Dissolution Clause

9.1 In the event NewfoundLUG must dissolve or cease to operate, remaining assets (if any) held by NewfoundLUG, after payment of its liabilities, will be distributed as a donation made to one or more recognized not-for-profit organizations operating in Newfoundland and Labrador, as chosen by the Executive. Preference will be given to not-for-profits that assist in the distribution of toys to disadvantaged children in Newfoundland.

10. Amendment Process

10.1 Amendments to these Bylaws may be made at any General Meeting or AGM and require a two-thirds majority vote.

10.2 Any member may propose an amendment to these Bylaws, to be voted upon by the membership.

11. Ratifications and Amendments.

11. 1 These Bylaws are hereby ratified and in force as of May 30, 2018, Stephen Churchill as President.

11.2 Annual General Meeting, May 1, 2019, Stephen Churchill as President- The following changes were read into the meeting and approved:

• Section 2 updated with new definitions.
• Section 3 updated to reflect status as RLUG and include references to charitable activity.
• Section 5 Updated to explicitly allow phone/telepresence meeting attendance.
• Section 6 Updated to Include the LAN Ambassador Role.
• Section 7 Updated to reflect changes to Election process. and to include the election of the LAN Ambassador.
• Various minor grammatical, structural, and word-choice corrections throughout that do not alter the regulations.

11.3 Annual General Meeting, May 4, 2022, Stephen Churchill as President- The following changes were approved:

• Clarified age definition of member in good standing.
• Removed the Treasurer and rolled duties into Secretary to reflect the reality of this position.
• Added “At Large” positions.
• Updated Elections to cover “At Large” positions.
• Removed reference to 2019 Election that is no longer relevant.
• Minor typos and clarifications that do not alter intent of bylaws.