Emperor's Hammer, Inc. Bylaws
Owner/Founder: The founder of the Emperor's Hammer (December 1994) and legal Owner and Incorporator of Emperor's Hammer, Inc. (the Emperor's Hammer), a certified non-profit corporation in the State of New Jersey, USA.
Trustee: Executive-level Members specifically named on the NJ Certificate of Incorporation who have been delegated specific and critical club-wide management responsibilities or functions. Trustees are elected to three year terms by the Board of Trustees at the annual meeting where one (1) Trustee will be elected at each meeting for a three year term.
Officer: Senior-level Members who have been delegated limited club-wide or Group management responsibilities by the Owner/Founder or a Trustee. Officers are appointed by the Owner/Founder or a Trustee for indeterminate terms until they leave or are replaced by the Owner/Founder or a Trustee.
Member: A person enjoying Active status within the Emperor's Hammer.
Trainee/Recruit: A new Member with less than 2 weeks service to the Emperor's Hammer.
Emperor's Hammer Domain WWW Home Page: The only official website for the Emperor's Hammer (currently located at www.emperorshammer.org)
Group: An organizational collection of Members who are commanded by an Officer and who may be assigned a sub-domain off the Emperor's Hammer Domain WWW Home Page. A Group can also be considered a division or branch within the Emperor's Hammer.
ALL Members of the Emperor's Hammer must adhere to and abide by the following in order to enjoy Active Membership:
As Members of the World Wide Web (WWW) community and Internet at large, no gross personal misconduct or other violations of online etiquette will be tolerated (i.e. no profanity/vulgarity on public message or chat boards, sending or receiving illegal copies of commercial software, hacking, harassment, transmitting viruses/spyware/adware/trackware, abusive conduct, prejudice with regards to race, religion, sex, sexual preference/affectional status, age, or gender, etc.).
Members who have been determined to have violated these Bylaws will be given ONE warning from the Owner/Founder, a Trustee or an Officer. A second offense/violation or an initial gross violation could result in suspension, removal or ban of the Member from the Emperor's Hammer. It should be noted that most internet Service Providers (ISPs) reserve the right to take whatever action they deem necessary with the offender's accounts (if applicable). This may include notating ISP accounts, suspension or account cancellations.
If a Member of the Emperor's Hammer violates these Bylaws, he/she runs the risk of having their Internet Service Provider (ISP) contacted if the problem(s) cannot be reasonably resolved with the Member via email and/or online chat with the Owner/Founder, a Trustee or an Officer.
No persons may edit, redistribute for public posting, or in any other way modify the posted Emperor's Hammer name, logo, Newsletters, Emperor's Hammer Domain WWW Home Page, artwork, submitted electronic files, Member Lists/Rosters, Member Database contents or Manuals without the express written consent of the Owner/Founder or a Trustee. These materials are considered protected under the US Copyright Act. Any transgressions beyond "fair use", as detailed in the United States Copyright Code, may be aggressively pursued by the Emperor's Hammer and/or the applicable original author(s). It should be noted that this copyright protection claim extends only to original Emperor's Hammer Member submissions and does NOT extend to any previously copyrighted commercial materials in the public domain. Any Emperor's Hammer materials used online in a fair use capacity MUST at a minimum credit the applicable original author(s). Please review the Emperor's Hammer Copyrights/Disclaimers Policy which is incorporated herein by reference.
No Member of the Emperor's Hammer shall profit by, charging monetary fees for, or soliciting commercial services through the Emperor's Hammer organization, Emperor's Hammer Domain WWW Home Page, Member Database, Membership emails, message/chat boards, related websites, Newsletters or through their position within the organization. Not only does this endanger the entire Emperor's Hammer with respect to relations with third party entities, but it also tarnishes the high ethical and professional standards for which the club stands.
This prohibition does not extend to VOLUNTARY donations to the Owner/Founder of the Emperor's Hammer and the Owner/Founder€™s direct Emperor's Hammer related product gear (i.e. T-Shirts, mugs, hats, etc.) sales efforts to help defray costs of maintenance of the Emperor's Hammer, Emperor's Hammer Domain WWW Home Pages and servers. The Owner/Founder will personally submit annual non-profit corporate tax filings, as required by Federal, State and local laws.
Only the Owner/Founder and Trustees can contact and negotiate with third parties regarding Emperor's Hammer business in an official capacity. Consequently, ALL such inquiries (i.e. on behalf of the Emperor's Hammer) MUST be approved by the Owner/Founder or a Trustee. Of course, any Member may send independent emails, but if they are related to the Emperor's Hammer or use the Emperor's Hammer name, they shall not be considered sanctioned or approved by the Emperor's Hammer unless reviewed and approved by the Owner/Founder or a Trustee in writing. This policy also extends to those Members who wish to contact other entertainment media as well (i.e. magazines, television shows, other Internet Organizations, independent WWW Sites, etc.) on behalf of the Emperor's Hammer.
The Members shall follow the chain of command when making general inquiries. There is a specific command structure to be utilized when asking general questions, making comments, submitting and distributing Emperor's Hammer related materials. The latest command structure will be posted on the Emperor's Hammer Domain WWW Home Page. Members shall attempt to contact their immediate superior officers first and then proceed up the chain of command, as appropriate. This is not requested with the intention of restricting communication, but mainly to minimize extraneous email load between the Members. The Owner/Founder, Trustees and Officers ALWAYS welcome independent communication with a Member's specific suggestions or confidential problems or comments.
A Member will typically receive day-to-day Emperor's Hammer information from their superior officers. Important club-wide Emperor's Hammer events and communique's will be transmitted to the Officers by the Owner/Founder or a Trustee, who will in turn email or post them to their Group Members. In rare cases, important or urgent messages will be posted directly by the Owner/Founder via email or posted through the Emperor's Hammer Domain WWW Home Page.
ONLY those events, plotlines, missions, stories, rosters, etc., posted in the Newsletters or on the Emperor's Hammer Domain WWW Home Page will be considered officially "approved" by and for the Emperor's Hammer. Postings in command supplements, message boards, blogs, Wiki sites, third party or Member websites, online conferences, chat channels, email, or instant messages (IMs) will be considered "proposed" or "pending" until reviewed by the Owner/Founder, a Trustee or an Officer and officially posted in the Newsletters or on the Emperor's Hammer Domain WWW Home Page.
No development idea, club plotline, pivotal character, event or roster/database structure revisions affecting an entire Group of the Emperor's Hammer shall be released unless the Owner/Founder, a Trustee or an Officer has first approved them. The Owner/Founder reserves the right of final decision in these matters. ANY unapproved or premature postings to the organization run the risk of being immediately withdrawn without prior notice. In addition, ALL Members submitting plotlines or articles for consideration MUST include their Emperor's Hammer identification line (ID Line) designation for later referral and proper reference by the reviewing Officer.
The Owner/Founder and Trustees are solely responsible for appointing promotions for the Officer positions. The Emperor's Hammer reserves the right to modify and/or revise the Emperor's Hammer Member Rosters, Content Management System and Member Database, as appropriate, to maintain consistency and balance within the Emperor's Hammer Membership.
The Emperor's Hammer will not discriminate in its acceptance, promotion or evaluation of Members based on race, religion, sex, sexual preference/affectional status, age, or gender. Appointments, Promotions and Medal Awards will be made solely on the basis of performance and activity within the Emperor's Hammer, as subjectively determined by the Member's "Commanding Officer", per Article V above.
To become a Member, all new applicants accepted to the Emperor's Hammer will be required to submit a new Member Profile through the Emperor's Hammer Domain WWW Home Page and Content Management System and will be placed as Trainees/Recruits, pending completion of the minimum Entrance Requirements for each particular Group and a minimum of a two (2) week 'trial period'. Trainees/Recruits will have limited password access to most, but not all, of the services of the Emperor's Hammer Member Database and Content Management System. Trainees/Recruits will then be allowed to join a Group and will be directly referred to the appropriate Officer for permanent Group position assignments.
Membership in any other organization or association generally will not affect a Member's position or rank within the Emperor's Hammer.
All Member or User submissions to the Emperor's Hammer in either electronic or written form shall become the property of the Emperor's Hammer. However, individual Member WWW websites (i.e. not created though the Emperor's Hammer Content Management System) will remain the property of individual Members (provided their content is not a copy or plagiarism of existing Emperor's Hammer materials. See Article XVII). Although the Owner/Founder and Trustees make every effort to properly and legally cite the source and/or author of a 'fair use' submission to the Emperor's Hammer, the free, unencumbered and unrestricted use of these submissions may be required in order to promote the club, post these items freely on the Internet or in negotiations with other third parties concerning the Emperor's Hammer.
To be considered an "Active" Member of the Emperor's Hammer, a Member is expected to respond to email communications approximately once per week, unless special circumstances prevent that. If communications are ignored for a period of one month or more, that Member may be named Absent without Leave ("AWOL") and removed as an Active Member of the Emperor's Hammer or placed in the Reserves, at the discretion of the Owner/Founder, Trustees or Officers. Officers are REQUIRED to be more active, in accordance with the Position Description and responsibilities posted in the latest version of the Emperor's Hammer Training Manual. An Officer, who has gone AWOL, is not performing their functions or causes embarrassment to the Emperor's Hammer may be removed and replaced by the Owner/Founder or a Trustee at any time and without prior notice.
Leadership positions within the Emperor's Hammer and its Groups are integral to the on-line experience of all Members and the voluntary application for and assumption of such duties is welcomed, encouraged, and appreciated. However, because of the importance of continuity in leadership in maintaining the organization, if a Member accepts such a position, receives a related Rank promotion and then resigns (or is removed) within an inappropriately short time (e.g. less than 6 months for Officer positions), the Member may be demoted to the Rank and/or Position they were before application for the command position.
In particular, the Officer positions require the utmost dedication and serious commitment. These volunteers, through their hard work and organization, manage the Emperor's Hammer Groups and allow its efficient operation and maintenance. Members frivolously applying for, not performing adequately and/or then resigning from these Officer positions (i.e. to get a quick jump in Rank) may be subject to suspension, removal or ban for violation of the various rules and regulations of this club. This policy shall be effective for all leadership appointments posted after July 1, 2001.
The Owner/Founder has incorporated the Emperor's Hammer as a non-profit corporation in the State of New Jersey, USA. All rights reserved 1994-2008.
The Owner/Founder, Trustees and Officers are the managers of the Emperor's Hammer Domain WWW Home Page including all sub-domains, sub-pages and materials posted therein. Members are required to respond in a timely fashion to all requests for information or logs, as required by any applicable local laws, to enforce these Bylaws.
Should the Emperor's Hammer be dissolved, all corporate assets will revert to the sole ownership of the Owner/Founder, in perpetuity.
The Owner/Founder, Trustees, Officers and Members of the Emperor's Hammer shall not be personally liable for the debts, costs, claims, proceedings, judgments, expenses and/or other liabilities of the corporation, except as may be required pursuant to the laws or regulations of the State of New Jersey or any other jurisdiction wherein the corporation may lawfully conduct business.
Term of Trustees - The Certificate of incorporation and these Bylaws provide that the Trustees shall be elected by the Board of Trustees. The Trustees named in the Certificate of Incorporation shall hold office until the first annual meeting of the Board of Trustees and until their successors shall have been elected and qualified. Each Trustee is elected for a term not to exceed 3 years. At each annual meeting of the Board of Trustees, one (1) Trustee shall be elected. Additional Trustees beyond the initial three can be elected with a majority vote of the Board of Trustees at the annual meeting.
A meeting of the Board of Trustees to elect Trustees shall be held at least once every year. The annual meetings of the Board of Trustees shall be held in an online forum and convenient for attendance by all Trustees. The first annual meeting of the Board of Trustees is scheduled for September 2009.
A Trustee may resign by written notice to the Emperor's Hammer. The resignation shall be effective upon receipt thereof by the Owner/Founder of the Emperor's Hammer or at a subsequent time as shall be specified in the notice of resignation.
Trustees may be removed and/or replaced with the approval of the Owner/Founder and a unanimous vote of the other Trustees.
The Owner/Founder, with a majority vote of the Trustees submitted via email and recorded, reserves the right to modify or revise these Bylaws, as appropriate and without prior notice.
EH Bylaws last updated: 16 December 2009
Last reviewed and approved: 21 November 2021 (Emperor's Hammer Board of Trustees)
The official minutes of the annual Board of Trustees meeting is available at https://wiki.emperorshammer.org/Emperor's_Hammer_Trustee_Meeting_Minutes.