ARTICLE 1: Name

1.1 The name of the Organization is “UCIP” (the “organization”).

ARTICLE 2: Objectives

2.1 The objectives for which the Organization has been formed are to:

(a) To be a role-playing organisation;
(b) To foster online gaming;
(c) To be a community known for friendship and fun.

ARTICLE 3: Membership

3.1 Membership in the Organization is open to all who choose to join, unless revoked in accordance with Article 3.4.

3.2 There shall be no fees levied for membership.

3.3 There are four categories of membership in the Organization (the “Members”):

(a) Active Member: a person actively participating in the Organization (that is, assigned to a simulation or as a staff member) and in good standing;
(b) Inactive Member: a person with a continuing interest in the objects of the Organization, who is in good standing, but who no longer participates actively in the Organization.
(c) Life Member: a person who becomes a life member by being honored for outstanding participation in the Organization. Such a member may choose to be active or inactive, but will be considered active regardless of actual status.
(d) Suspended Member: a member who is suspended from participating in the activities of the Organization for a specified period.

3.4 Membership may be revoked by the member:

(a) Resigning from the organisation.
(b) Having their membership revoked by a vote of the Board of Trustees.

ARTICLE 4: Privileges of Members

4.1 Active Members in good standing are

• Eligible to hold office and to vote at meetings of the Members;
• Eligible to participate in the activities of the organization.

4.2 Inactive Members may attend meetings of the Members, but are without voting rights and are ineligible to hold office.

4.3 Life Members, as appointed by the Board of Trustees, shall be considered active members, with respect to the rights and privileges granted according to Article 4.1, regardless of their level of activity.

ARTICLE 5: Directors

5.1 The affairs of the organization shall be managed by a board of directors (the “Board of Trustees”) consisting of not less than three but not more than five individuals, in addition to each of the officers of the organization. Each director shall be elected for a term of one year.

5.2 A retiring director is eligible for re-election.

5.3 No individual shall be qualified to serve as a director or officer unless he or she is an Active or Honorary Member of the organization.

5.4 The Members may, by resolution passed by a majority of votes cast at a special meeting of Members (Article 7.2), remove any director or officer before the expiration of his or her term of office and may elect another qualified individual in his/her stead for the remainder of the term.

5.5 Any vacancy occurring in the Board of Trustees or officers of the organization may be filled for the remainder of the term by a resolution passed by the remaining board members.

5.6 A quorum for the transaction of business at meetings of the Board of Trustees shall be a simple majority of the members of the board.

5.7 Meetings of the Board of Trustees shall be chaired by the President, unless an alternate chair is nominated by the President on occasion.

5.7 Meetings of the Board of Trustees may be held in any manner as designated in the notice calling the meeting.

5.8 Meetings of the Board of Trustees may be called by the President of the organization. There shall be a meeting of
the Board of Trustees at least once every calendar month.

5.9 A resolution in writing, confirmed via e-mail by all the directors entitled to vote on that resolution at a
meeting of the board, shall be as valid as if it had been passed at a meeting of the board.

5.8 Notice of meetings of the Board of Trustees shall be communicated to each director not less than seven (7) days before the meeting is to take place.

5.9 Questions arising at any meeting of the Board of Trustees shall be decided by a majority vote. Each director is authorized to exercise one vote. In the case of an equality of votes, the chair shall not have a second or casting vote.

5.10 The directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office.

ARTICLE 6: Officers

6.1 The officers of the Organization are the President, Vice President and Secretary.

6.2 The officers of the Organization shall be elected annually by the Members for a term of one (1) year and are eligible for re-election.

6.3 The chief executive of the organization shall be the President. Authority for the operation and administration of the organization, in accordance with this Constitution and any active bylaws, is delegated to the President.

6.4 The Board of Trustees may delegate its powers to the President as it deems appropriate, but shall at all times retain responsibility.

6.5 The Vice President shall assume the office of President in the event of the sitting President vacating their office, and act as President when the sitting President takes leave.

6.6 The Secretary of the organization shall report to the Board of Trustees, and participate as a non-voting member of the board. The Secretary shall be responsible for maintaining the Constitution and Bylaws, for managing the affairs of the board under the guidance of the President, for providing support to the board, for keeping minutes of meetings of Members and the Board, for conducting the election and polls, and for advising the Board on its compliance with the Constitution and Bylaws.

6.7 Officers may be elected no more than twice consecutively.

ARTICLE 7: Meetings of Members

7.1 Two general meetings of the Organization shall be held annually. The meeting held within six months following the Organization’s year-end shall be the annual meeting.

7.2 Special general meetings may be convened by the President and shall be convened upon the written request of ten active Members, submitted to the Secretary via the mailing list designated for that purpose.

7.3 Twenty-one (21) days’ notice of all meetings shall be given to all active Members. However, Members in attendance at meetings may waive this notice requirement.

7.4 The notice of meeting shall include all motions to be decided at the meeting. No motion shall be made following the notice being issued.

7.5 Questions arising at any meeting of the organization shall be decided by a majority vote of those present (including proxies and entitled to vote. In the case of a tie, the chair of the meeting has a second or casting vote.

7.6 Members not able to attend meetings may submit an absentee ballot via e-mail to the mailing list specified for that purpose. Absentee ballots must be submitted to the Secretary of the organization no less than two (2) days prior to the meeting.

ARTICLE 8: Bylaws

8.1 The Board of Trustees may pass bylaws respecting the affairs of the organization.

8.2 No bylaw shall override any article within this Constitution.

ARTICLE 9: Not for Profit

9.1 No member of the organization may receive any income of the organization (except for repayment of reasonable expenses duly authorized by the Board of Trustees and properly incurred on behalf of the organization), and the activities of the organization shall be carried on without a view to profit.

ARTICLE 10: Dissolution

10.1 The organization may be dissolved by two-thirds of the votes cast at a general meeting of members called for that purpose. On dissolution of the Organization, the property remaining after payment of all debts of the Organization shall be transferred to the Members.

ARTICLE 11: Amendments

11.1 Any amendment to this Constitution must be approved by a majority of the Board of Trustees and sent to all members fourteen (14) days prior to the meeting at which it is to be presented. No amendment shall be effective until confirmed by a two-thirds majority vote of the active Members at a meeting duly called to consider the amendment.