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Ilia Kulik's Official Fan Club, a New Jersey Nonprofit Corporation

Article One. Name

Section 1.1 The name of this organization shall be Kulik's Krew, Ilia Kulik's Official Fan Club.

Section 1.2 Mailing address. The mailing address of this corporation shall be P.O. Box 3803, Burbank, CA 91508-3803.

Section 1.3 Other Offices. The corporation may have such offices, either within or without the state of New Jersey as the Board of Trustees may from time to time determine.

Article Two. Mission Statement

Kulik's Krew is an international, not-for-profit membership organization whose activities are focused on the talents and career of 1998 Olympic Men's Figure Skating Gold Medalist, Ilia Kulik. Kulik's Krew's primary objectives are to support Ilia Kulik and his fans by:

• offering accurate, timely and interesting information about Ilia on our website;
• promoting Krew attendance for Ilia's competitive and performing career;
• offering a congenial meeting place and open forum for all of Ilia Kulik's fans;
• advancing, through all our activities, the appreciation of artistic and athletic excellence in figure skating.

Article Three. Membership

Section 3.1 Classes of Membership. The corporation shall have two classes of membership: Paying Membership and Honorary Membership.

(a) Paying Membership ・No more than one Paying Membership may be held by any one person. The rights and privileges of all Paying Members shall be equal. Each Paying Member shall be entitled to one vote. Paying Membership is subdivided into two categories:

1) Basic Membership ・The initial person in a household wishing to join the Krew, is required to apply for Basic Membership.

2) Associate/Family Membership ・Each additional person, living in the same household of a Basic Membership holder, may join, or renew, as an Associate or Family Member, providing this is done at the same time the Basic Membership is applied for, or renewed.

(b) Honorary Membership ・Honorary Membership is a lifetime membership given to those professionals who have contributed significantly to the Krew, as deemed appropriate by the current Board of Trustees. A 2/3 vote by the entire Board of Trustees is needed to give such professionals an Honorary Membership. Honorary Members have all the same rights and privileges of Paying Members with the exception of the following: Honorary Members cannot vote, nor can they run for office or a Trustee position, unless they also hold a Paying Membership.

Section 3.2 Qualifications. Any individual that pays dues as provided below and that agrees to be bound by the Certificate of Incorporation of the corporation, by these Bylaws, and by such rules and regulations as the Board of Trustees may from time to time adopt, is eligible for a Paying Membership in this corporation.

Section 3.3 Admission to Membership. The Board of Trustees shall from time to time prescribe the form and the manner in which application may be made for Paying Membership, as well as redefine what constitutes eligibility for an Honorary Membership.

Section 3.4 Property Rights. No member shall have any right, title, or interest in any of the property or assets, including any earnings or investment income of this corporation, nor shall any of such property or assets be distributed to any member upon dissolution or winding up.

Section 3.5 Liability of Members. No member of this corporation shall be personally liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment.

Section 3.6 Transfer, Termination, and Reinstatement. Membership in this corporation is nontransferable. Membership shall terminate on the resignation or death of a Member, or on a Paying Member's failure to pay the dues required by these Bylaws within 30 days of the due date. A Paying Member whose membership has been terminated may apply for reinstatement in the same manner as application is made for initial Paying Membership.

Section 3.7 Certificate of Membership. The Board of Trustees may provide for the issuance of certificates evidencing membership in the corporation, which shall be of the form of membership cards. Such membership cards shall be signed by the President or Vice President or by the Secretary or an Assistant Secretary. The name and address or e-mail address of each member and the date of issuance of the membership card shall be entered on the records of the corporation. If any membership card shall become lost, mutilated, or destroyed, a new membership card may be issued to replace is on such terms and conditions as the Board of Trustees may determine.

Article Four. Membership Fees and Dues

Section 4.1 Initiation Fee and Annual Dues. The Board of Trustees may determine from time to time the amount of initiation fee, if any, and the amount of annual dues, if any, payable to the corporation by members.

Section 4.2 Payment of Fees and Dues. If dues are required, they shall be payable in U.S. Dollars on the first day of January in each calendar year. Dues of new Paying Membership applicants shall be prorated from the first day of the quarter in which such new member is elected to membership for the remainder of the fiscal year of the corporation, and shall be payable, together with any initiation fee at the time the new member is elected to membership. (January-March = full membership price; April-June = ｾ membership price; July-September = ｽ membership price; October-December = ｼ membership price) Associate/Family Membership prices will not be prorated.

Section 4.3 Default and Termination of Membership. When any members shall be in default in the payment of fees or dues for a period of 30 days from the beginning of the fiscal year, that person's membership may be terminated by the Board of Trustees. Renewal notices shall be sent to current members no later than three months prior to the beginning of the fiscal year.

Article Five. Meetings of Members

Section 5.1 Annual Meeting. An annual meeting of members shall be held on the second Monday in February of each year, at such place as the Board of Trustees may designate from time to time by resolution. Location of meeting shall be designated no later than January 15th of each year. Appropriate for consideration at such meeting shall be the election of Officers and Trustees, and such other corporate business as may come before the meeting. If the elections of Officers and Trustees shall not be held on the day designated for an annual meeting, or at any adjournment of such a meeting, the Board of Trustees shall cause the election to be conducted by the Election Committee as soon as may be convenient.

Section 5.2 Special Meetings. Special meetings of members may be called by the President, the Board of Trustees, or not less that one-twentieth of such members as may be qualified to vote.

Section 5.3 Place of Meeting. The Board of Trustees may designate any place, either within or without the State of New Jersey, as the place of meeting for any annual or special meeting of members. If no designation is made, the place of meeting shall be an Internet location to be posted on the official Kulik's Krew website. However, if at least 51% of members shall meet at any time and place, either within or without the State of New Jersey, and consent to holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 5.4 Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the members shall be delivered personally or by mail or e-mail, to each member entitled to vote at such meeting, not less than 30 nor more than 60 days before the date of such meeting, by or at the direction of the President, Secretary, or such officers or persons as are calling the meeting. In the case of special meetings, or when required by these Bylaws or by law, the purpose for which the meetings is called shall be stated in the notice. If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at the member's address as it appears on the records of the corporation at the time of the mailing. If sent by e-mail, a notice of meeting shall be deemed delivered when sent via e-mail addressed to the member at the member's e-mail address as it appears on the records of the corporation at the time of the mailing.

Section 5.5 Informal Action by Members. Any action required or permitted to be taken at any meeting of members, may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by at least 51% of members entitled to vote with respect thereto.

Section 5.6 Quorum. Members holding fifty-one percent (51%) of the total votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting from time to time without further notice.

Section 5.7 Voting by Mail or Via the Internet. Where Trustees or Officers are to be elected by members, such elections may be conducted by mail or via the Internet in such manner as the Board of Trustees shall determine.

Section 5.8 Voting Rights. Each Paying Member shall be entitled to one vote.

Article Six. Trustees

Section 6.1 Number. The authorized number of Non-officer Trustees of this corporation shall be equal to the number of elected Officers plus one. (Elected Officers shall automatically sit on the Board of Trustees by virtue of their office, and further references to the Board of Trustees refers to both Officer and Non-Officer Trustees, unless otherwise specified.)

Section 6.2 Qualification of Trustees. Trustees must be members in good standing of the corporation and must be at least 18 years of age.

Section 6.3 Terms of Office. The term of office of each Trustee shall be one year. There is no limit to the number of terms a person may hold office.

Section 6.4 Powers

(a) Except as otherwise provided in the Certificate of Incorporation, or by law, the powers of this corporation shall be exercised, properties controlled, and its affairs conducted by the Board of Trustees, which may, however, delegate the performance of any duties or exercise of any powers to such officers and agents as the Board may from time to time, by resolution, designate.

(b) Management of income property. As described in Article Eight, the Board of Trustees may determine, by resolution from time to time duly adopted, to delegate in whole or in part, the management, investment, and disposition of the property of the corporation for purposes or earning an income from that property, as distinguished from the matter of applying property and funds to charitable purposes, to a finance committee consisting of not less than three members of the Board ( shall be elected by majority vote thereof), or to one or more trust companies or banks duly authorized to a trust or banking business under the laws of New Jersey.

Section 6.5 Replacement or Removal of Non-Officer Trustees.

(a) Whenever a Non-officer vacancy exists on the Board of Trustees, whether by death, resignation, or otherwise, the vacancy shall be filled by the member of the corporation receiving the next highest number of votes in the most recent election for a Trustee position. If such replacement is unavailable, nominations will be taken and a special election will be held. Any person appointed or elected to fill the vacancy of a Trustee shall have the same qualifications as were required of the Trustee whose office was vacated.

(b) Any person, appointed or elected, to fill a vacancy of a Trustee shall hold office for the unexpired term of his or her predecessor in office and be subject to removal as stated below.

(c) Any Trustee may be removed by a 2/3 vote of the Board of Trustees, or a majority vote of the voting members of the corporation, whenever in the judgment of the Board of Trustees, or the members of the corporation, the interests of the corporation would be best served. In the case of action on the removal of a Trustee, such member shall be entitled to be present for consideration of the action to be taken, but shall not be entitled to vote. Any such removal shall be without prejudice to the contract rights, if any, of the Trustee so removed. At the same meeting, any vacancy caused by the removal may be filled as stated above.

Two consecutive unexplained absences from Board meetings shall be deemed a resignation on the part of any member. Excessive total absences from Board meetings shall be deemed grounds for removal by a 2/3 vote of the remaining Board of Trustees.

Section 6.6 Compensation. No member of the Board of Trustees shall receive any compensation from the corporation.

Section 6.7 Meetings.

(a) Meetings shall be held at such place or places as the Board of Trustees may from time to time by resolution designate; or, in the absence of such designation, at the principal office of the corporation. Regular meetings shall be held at least twice a year. Notice of the such meetings shall be signed by the Secretary e-mailed to each Trustee at the e-mail address last recorded on the books of the corporation, not less than 7, nor more than 30 days before the date of the meeting. However, this requirement may be waived by resolution of the Board of Trustees. The President may, as the President deems necessary, and the Secretary shall, if so requested in writing or e-mail by a majority of the Board of Trustees, call a special meeting of the Board. In such event 7 days e-mail notice to each Trustee shall be deemed sufficient.

(b) A quorum of at least 2/3 of the Board of Trustees is necessary for the transactions of business at any meeting of the Board. However, if less than a quorum of the Board of Trustees are present at any meeting, a majority of the Board of Trustees present may adjourn the meeting from time to time without further notice. Except as may be otherwise be provided in these Bylaws, or in the Certificate of Incorporation of the corporation, or by law, the act of a majority of the total number of Board of Trustees, at any meeting at which quorum is present shall be an act of the Board of Trustees. Those Trustees not in attendance may vote on issues by proxy, provided no new information on the issue has been presented.

(c) All meetings of the Board of Trustees shall be governed by the Robert's Rules of Order, including such revisions of those rules as may from time to time be published, and except as those rules are inconsistent with these Bylaws, with the Certificate of Incorporation of this corporation, or with applicable law.

Section 6.8 Action Without Meeting. No meeting need be held by the Board of Trustees to take any action required or permitted to be taken by law, provided all members of the Board shall individually or collectively consent in writing or via e-mail to such action, and such written consent or consents is filed with the minutes of the proceedings of the Board. Action by written consent or e-mail shall have the same force and effect as action by unanimous vote of the Trustees. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Trustees without a meeting, and that Certificate of Incorporation and Bylaws authorize the Trustees to so act. Such a statement shall be prima facie evidence of such authority.

Article Seven. Officers

Section 7.1 Designation and Qualifications of Officers. The Officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Trustees may appoint such other officers; such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Trustees. Any two or more offices may be held by the same person, except the offices of President and Secretary or President and Treasurer.

Officers must be members of the corporation and must be at least 18 years of age.

Section 7.2 Election and Term of Office. The Officers of this corporation shall be elected annually by the members of this corporation at the regular annual meeting. If the Election of Officers shall not be held at such meeting, such election shall be held as soon as may be convenient. Each Officer shall hold office until his successor shall have been duly elected and shall have been qualified.

Section 7.3 Removal. Any elected Officer may be removed by a 2/3 vote of the Board of Trustees after a hearing by a Committee of the Board and a report by such Committee to the Board has been made; or a majority vote of the voting members of the corporation, whenever in the judgment of the Board of Trustees, or the members of the corporation, the interests of the corporation would be best served. In the case of action on the removal of a member of the Board, such member shall be entitled to be present for consideration of the action to be taken, but shall not be entitled to vote. Any such removal shall be without prejudice to the contract rights, if any, of the Officer so removed. Two consecutive unexplained absences from Board meetings shall be deemed a resignation on the part of any member. Excessive total absences from Board meetings shall be deemed grounds for removal by a 2/3 vote of the remaining Board of Trustees, pending the hearing of the Committee of the Board. Any such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.

Section 7.4 Vacancies. Whenever there is a vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, the vacancy shall be filled by the member of the corporation receiving the second highest number of votes in the most recent election for said vacated position. If such replacement is unavailable, and more than three months remain on the existing term of office, nominations will be taken and a special election will be held. If less than three months remain, an appointment may be made from within the current Board of Trustees by a 2/3 vote. Any person appointed or elected to fill the vacancy of an office shall have the same qualifications as were required of the Officer whose position was vacated.

Section 7.5 President. The President shall be Chief Executive Officer of the corporation, and shall exercise general supervision and control over all activities of the corporation.

The President:

• Shall preside at all meetings of members and of Trustees
• May sign, with the Secretary or other officer duly authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the Board of Trustees, except in cases where the signing and execution of such instruments has been expressly delegated by the Board of Trustees by these Bylaws, or to some other officer or agent of the corporation by law;
• Issue reports at board meetings and an annual report to the membership, and
• Shall perform all other duties generally incident to the office of President and such other duties as may be prescribed by the Board of Trustees.

Section 7.6 Vice President. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such additional duties as may from time to time be assigned to him by the President or by the Board of Trustees.

Section 7.7 Treasurer. If so required by the Board of Trustees, the Treasurer shall:

• Give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties as the Board of Trustees may deem appropriate
• Have charge and custody of, and be responsible for, all funds and securities of the corporation
• Receive and give receipts for moneys due and payable to the corporation from any source and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees; and
• Perform all duties generally incidental to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the President or by the Board of Trustees.
• Issue reports at Board meetings and an annual report to the membership.

Section 7.8 Secretary. The Secretary shall:

• Keep the minutes of meetings of members and of the Board of Trustees.
• See that all notices are duly given in accordance with the Bylaws or as required by law
• Be custodian of the corporate records.
• Keep a membership book containing the names and addresses of all members and Trustees of the corporation, and with respect to any membership which has been terminated, record that fact together with the date of termination.
• Exhibit to any Trustee of the corporation, or to a Trustee's agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these Bylaws, the Certificate of Incorporation, the membership book, the minutes of any meeting, and the other records of the corporation.
• Issue reports at Board meetings and an annual report to the membership.

Article Eight. Committees

Section 8.1 Executive Committees. By majority vote, the Board of Trustees may, by resolution duly adopted, establish one or more committees, each of which shall consist of two or more Trustees, which committees, to the extent provided by such resolution, shall have and exercise the authority of the Board of Trustees in the management of the corporation; provided, however, that the designation of and delegation of authority to such committees shall not relieve the Board of Trustees, or any Trustee individually, of any responsibility imposed on the Board of Trustees or any individual Trustee by these Bylaws, or by law.

Section 8.2 Finance Committee. The matter of controlling, managing, investing, and disposing of the property of this corporation for the purpose of earning an income as distinguished from applying property and funds to charitable purposes, shall be exclusively vested in a finance committee which shall consist of 3 or more Trustees, who shall be elected by majority of the Board of Trustees.

Section 8.3 Other Committees. Other committees not having and exercising the managerial authority of the Board of Trustees, may be established by resolution duly adopted by majority vote of the Board of Trustees except as may be provided by resolution, members of committees shall be members of the corporation, and shall be appointed by the President. Any member of a committee may be removed by the President, whenever in the judgment of the President the interests of the corporation would be best served by such removal.

Section 8.4 Terms of Office. Each member of a committee shall continue as such until the next annual meeting of members of the corporation and until his or her successor is appointed, unless such committee shall be sooner abolished, or unless such member be removed or cease to qualify as a member of the committee.

Section 8.5 Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members of the committee.

Section 8.6 Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired term of his predecessor.

Section 8.7 Quorum. Unless otherwise provided in a committee's establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee.

Section 8.8 Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however, that such rules and regulations shall be consistent with these Bylaws, and provided further that regular minutes of all proceedings shall be kept.

Article Nine. Contracts, Checks, Deposits, and Funds

Section 9.1 Contracts. The Board of Trustees may, by resolution duly adopted, authorize any Officer or Officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or to 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.

Section 9.2 Gifts and Contributions. The Board of Trustees or an executive committee may:

• Accept on behalf of the corporation any contribution, gift, bequest, or devise any type of property ("donations"), for the general and special charitable purposes of the corporation, on such terms as the Board or committee shall approve
• Hold such funds or property in the name of the corporation or of such nominee or nominees as the Board or committee may appoint
• Collect and receive the income from such funds or property
• Devote the principal or income from such donations to such benevolent and charitable purposes as the Board or committee may determine
• Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and after approval of such agreement by the Board or committee devote the principal or income from that donation according to the agreement.

Section 9.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Trustees may select.

Section 9.4 Checks, Drafts, Orders for Payment. All checks, drafts, or 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, agent or agents of the corporation and in such manner as the Board of Trustees and Officers shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the Treasurer or by an Assistant Treasurer, and countersigned by the President or a Vice President of the corporation.

Article Ten. Miscellaneous

Section 10.1 Books and Records. The corporation shall prepare and maintain correct and complete books and records of account, including one primary set of books and records and a secondary or back-up set of books and records, and shall also keep minutes of the meetings of its members, Board of Trustees, and committees, and shall keep at a location designated by the Secretary a membership book giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any Trustee, or member, or the agent or attorney of either, or any proper person, at any reasonable time.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

Section 10.3 Corporate Seal. The Board of Trustees may provide a corporate seal if it is deemed necessary to conduct the normal course of business for this corporation.

Section 10.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Nonprofit Corporation act of New Jersey or under the provisions of the Certificate of Incorporation or the Bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article Eleven. Amendments

Section 11.1 Revision of Bylaws. If desired by the general membership, a Bylaws Committee may be appointed to collect and draft suggested revisions to the Bylaws. Revisions may be proposed at any time by the Board of Trustees or by any member of the corporation, and need not come through any such committee.

Section 11.2 Power of Members to Amend Bylaws. The Bylaws of this corporation may be amended, repealed, or added to, or new Bylaws may be adopted by the vote or written assent by 51% of the members voting, when at least 21 days notice is given for such assent, and at least 14 days allowed for such voting.