District of the Monarchs Club Bylaws

a Constitution and Bylaws

A

I believe that leaders must be open and forward about policy decisions when it comes to the operation of this club. This booklet brings together our proposals to support each other so we can all see where we stand on fundamental issues. This is truly a defining moment in history. A dream that so many individuals have lost faith in; and now even we who have chosen to take on the same fight sometimes feel as if it‘s also slowly slipping away. But it‘s because of their failures and our ambition that this moment of challenge is also a moment of opportunity. We now have a fighting chance to come together as a new majority and tackle the problems that we have ignored for too long; ―support‖ and ―community‖. New ideas have always made the biggest difference in the lives of people when they were able to think outside the box, not by major companies, but by principle; not by calculation, but by conviction. That‘s why when I summoned the skilled and talented it was not just for a common purpose – but a higher purpose. We need each other now because the District of the Monarchs Industry Club offers each member the difference that we need; a bridge of trust. In operation we are telling major companies that their days of setting the agenda for our skilled and talented members are over. We‘re in this pursuit because we want to stop talking about the outrage of the industries and start actually doing something about it; ending our dependence on major companies, saving our skill and talent so we can give our children, family and selves a brighter future. This club of ours has more creativity power than any company, but that‘s not what makes us worthy. Instead, it is that ambition that pushes us forward even when the path is uncertain; that connect us together regardless of our profession; that makes us fix our eye not on what is seen, but what is unseen. Our moment is now. Therefore; I urge you to learn these policies which lay out clearly how we will achieve the goals for our club. Together, we empower ourselves by empowering each other. Sincerely; Adrian Glover Club President

Contents

OFFICIAL NAME .......................................................................................................................................................... 1

OBJECTS ...................................................................................................................................................................... 1

DUES ............................................................................................................................................................................. 1

MEMBERSHIP AND CLASSIFICATION ....................................................................................................................... 1

Qualifications for Active Membership .................................................................................................................. 1

Qualifications for Senior Membership ................................................................................................................. 1

Qualifications for Distinguished Membership ...................................................................................................... 2

Admission to membership and resignation ......................................................................................................... 2

Discipline of members ......................................................................................................................................... 2

EXECUTIVE COMMITTEE ............................................................................................................................................ 3

The Secretary has the following duties and responsibilities: .................................................................................. 4

CONTINUING OR LONG-TERM PROJECTS ............................................................................................................... 5

COMMITTEES ............................................................................................................................................................... 5

Meetings ............................................................................................................................................................. 5

Nomination and election of executive committee ................................................................................................ 6

Vacancies in the office ........................................................................................................................................ 6

Removal of a member of the executive committee ............................................................................................. 7

FINANCE ............................................................................................................................................................ 7

PROPERTIES ................................................................................................................................................................ 7

Member property Contributions ........................................................................................................................... 7

Property tenants .................................................................................................................................................. 7

Property funds ..................................................................................................................................................... 8

Property conflict of interest .................................................................................................................................. 8

Property upgrades .............................................................................................................................................. 8

Sale of property ................................................................................................................................................... 8

CERTIFICATE OF OWNERSHIP (COO) ....................................................................................................................... 8

Certificate of Ownership Appraisal ...................................................................................................................... 8

Sale of Certificate of Ownership ......................................................................................................................... 9

Transfer of Certificate of Ownership ................................................................................................................... 9

Transfer of Certificate of Ownership to replacement .......................................................................................... 9

SIX MONTH MILESTONE CELEBRATION .................................................................................................................. 9

SEVERABILITY ............................................................................................................................................................. 9

ASSETS/EQUIPMENT .................................................................................................................................................. 9

PROJECTS .................................................................................................................................................................... 9

Ownership .......................................................................................................................................................... 9

Collaborations ...................................................................................................................................................10

Exhibition...........................................................................................................................................................10

Votes .................................................................................................................................................................10

SALES ......................................................................................................................................................................... 11

Sales percentage itemization ............................................................................................................................11

Member monetary distribution ...........................................................................................................................11

ROYALTIES................................................................................................................................................................. 11

Conventional forms of royalty payments ...........................................................................................................12

US Regulatory Provision ...................................................................................................................................12

Synchronization royalties ..................................................................................................................................13

Artwork royalties ................................................................................................................................................13

Alliances and partnerships ....................................................................................................................................... 14

PUBLISHING ............................................................................................................................................................... 14

SHEET MUSIC............................................................................................................................................................. 15

PATENT ....................................................................................................................................................................... 15

EVENTS ....................................................................................................................................................................... 15

Birthdays: ..........................................................................................................................................................15

Weddings: .........................................................................................................................................................15

Funerals: ...........................................................................................................................................................15

APPROVED BY DISTRICT OF THE MONARCHS INDUSTRY CLUB EXECUTIVE COMMITTEE ............................ 16

a

If you see no one up front leading, look behind you; it just may be you.

Club President - A. Glover

A

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©2011 – 2012. District of the Monarchs Industry Club | All Rights Reserved

OFFICIAL NAME

This organization shall be known as the District of

the Monarchs Industry Club. This name shall not be

changed unless permission shall first have been

obtained from the Executive Committee and agreed

on by more than fifty one percent (51%) of the

membership.

OBJECTS

The Objects of this club shall be the Objects of the

District of the Monarchs Industry Club, which are:

Establish our solid presence into the various

aspects of the entertainment industry.

To support each member in all his or her

endeavors whether deemed convenient or

non convenient.

To knowledgably, strategically and tactfully

release projects to the mass general public.

To aggressively establish a livelihood that

revolves around the entertainment industry.

DUES

Members of this club do not pay monthly dues. We do

pay for meeting accommodations; however post –

―District‖ members will cease from contributing to meeting

accommodations as the ―District‖ will deal with any

expenses. Time and time again the rate for booking

locations to hold meetings will fluctuate as the number of

members develop and stabilize.

MEMBERSHIP AND CLASSIFICATION

Membership in this club shall be primarily of the

“active” class as herein defined. There may be only

two (2) other classes of membership: “senior” and

“distinguished”.

In the event a second chapter derives a person may

not hold membership in more than one (1) club

without the approval of both club‘s executive

committee.

Members (other than distinguished) have the duty to

attend meetings, participate in projects and other

activities, wear the District of the Monarchs Industry

Club emblem, be appointed to committees, be

elected as Executive Committee or, and attend the

District of the Monarchs Industry Club conferences

and conventions.

Membership is open to persons twenty one (21)

years of age and over who satisfy the qualifications

for active, senior, or distinguished membership.

All members of this club must believe in and

subscribe to the Objects of the District of the

Monarchs Industry Club and be of good character.

Qualifications for Active Membership

An active member must believe in and subscribe to

the Objects of District of the Monarchs Industry

Club.

An active member must be a person of good

character and possess skill and or a talent that can

be utilized by other club members.

An active member must pay out contributions

allotted towards building the ―District‖ and shall be

entitled to all privileges of club membership.

Qualifications for Senior Membership

Any member who shall have been an active

member in good standing of the District of the

Monarchs Industry Club for not less than 4 years,

and who is unable to meet attendance requirements

because of health, business, or other justifying

circumstances, and who shall have met such other

conditions as may be prescribed by this club in

these bylaws, may be elected by the Executive

Committee as a senior member upon making written

application.

The Executive Committee shall review the list of

senior members not less than once each year and

shall have authority, for such reasons as seem

adequate, to terminate any such senior membership

or to reinstate any such member to active

membership.

A senior member must meet the standards of

attendance and participation as set forth by the

Executive Committee.

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Qualifications for Distinguished Membership

Any person who has performed some distinguished

service may be elected by the Executive Committee

as a distinguished member (of which the person is

not an active or senior member) for a period of four

(4) years and thereafter may be reelected annually.

A distinguished member shall not be obligated to

attend club meetings.

Admission to membership and resignation

Prospective active members shall be considered for

election to membership by invitation only by the

District of the Monarchs Industry Club under the

following procedures:

The resignation shall be submitted in writing to the

Executive Committee and shall become effective

when accepted by the Executive Committee. Such

individual shall forfeit all interest in any funds or

other property belonging to the club and all rights to

the use of the District of the Monarchs Industry Club

name, emblem, insignia, or other District of the

Monarchs Industry Club Marks.

If a member forfeits his or her membership and

possess 1 or more Certificates of Ownership, said

member can either sale the Certificate of Ownership

to another member, or to the entire club.

Discipline of members

Any ―active‖ or senior member being two (2) months

in arrears of financial obligations, by majority vote

shall stand suspended from membership and be so

notified in writing by the Secretary. Upon payment of

arrears within thirty (30) days from the date of such

written notice, by majority vote of the Executive

Committee may be reinstated. If such member is not

reinstated within the thirty (30) day period, the

individual's membership is terminated. There in

which any Certificates of Ownership owned by the

member will be transferred to the club in whole, and

payment in value of the Certificates of Ownership

will be returned back to member in the amount of

the value detailed on the certificate.

Active members shall maintain regular attendance

at club meetings and shall actively participate in club

projects, and the Executive Committee shall review

semiannually the attendance and activity

participation record of each member. The Executive

Committee will then measure the personal

involvement and attendance at regular club

meetings of each active member. At the discretion

of the Executive Committee, any “active” member

who, without excuse, fails to regularly attend club

meetings or actively participate in the activities, by

majority vote of the Executive Committee, shall

stand suspended and be so notified in writing by the

Secretary.

Any senior member who, without excuse, fails to

meet the standards of attendance and participation

in club projects set forth by the Executive

Committee , by majority vote of the Executive

Committee, shall stand suspended and be so

notified in writing by the Secretary.

Any suspended active or senior member, upon

making application to the Executive Committee for

reinstatement and expressing a willingness to meet

club standards of attendance and participation, by

majority vote of the Executive Committee, may be

reinstated within thirty (30) days from the date of

such written notice of suspension by the Secretary.

If such member is not reinstated within the thirty (30)

day period, the individual's membership is

terminated.

A complaint against a member charged with conduct

unbecoming a member of the District of the

Monarchs Industry Club shall be referred to a

special committee appointed by the Executive

Committee for the purpose of investigating,

reporting, and making a recommendation before any

action is taken on such charges by the Executive

Committee. Proper notice of the charges, the

investigation, and the hearing shall be given to such

member. A member against whom such charges are

sustained after a hearing before the Executive

Committee may be disciplined or removed from the

member‘s office or club by a fifty one percent (51%)

vote of the entire Executive Committee. ―Conduct

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unbecoming a member of the District of the

Monarchs Industry Club is defined as any conduct

that:

is incompatible with the best interests of the

public or of members of the District of the

Monarchs Industry Club; -or-

Tends or threatens to harm the standing or

reputation of the District of the Monarchs

Industry Club in the local or global

community.

Violation of the policy defining ―conduct unbecoming

a member of the District of the Monarchs Industry

Club may result in disciplinary action against the

offending member. Disciplinary action can result in a

private reprimand, a public reprimand, or dismissal

from the organization.

A private reprimand is communicated to the

individual violating the ―conduct policy‖ as a

warning.

A public reprimand requires notification of the

Executive Committee the individual violating the

―conduct policy.‖ Dismissal means removal from the

member‘s office or club.

Any individual receiving written notice as provided in

the applicable bylaws shall be permitted to hear all

evidence against him or her and be afforded the

opportunity to provide evidence in his or her

defense. The appropriate ruling body shall hear the

evidence and determine what sanction, if any, shall

be imposed, and such decision shall be final.

Any person whose membership has been

terminated in any manner and possess a Certificate

of Ownership shall have funds returned to said

member in the amount of the Value on the certificate

an forfeit all interest in any club funds or other

property and all rights to the use of the District of the

Monarchs Industry Club name, emblem, insignia, or

other District of the Monarchs Industry Club Marks.

EXECUTIVE COMMITTEE

The Executive Committee shall be a President, a

Vice-President a Treasurer, and a Secretary.* If, in

any year, the Immediate Past President ceases to

be an active or senior member of this club, the

active or senior member who served as President

most recently prior to the Immediate Past President

shall automatically become Immediate Past

President. There may also be elective offices of

Assistant Secretary, Assistant Treasurer, and such

other offices as the club desires. After their election

and before their assumption of office, all Executive

Committee shall be known and designated by the

titles of the offices to which they have respectively

been elected followed by the term "designate."

Each officer shall be an active or senior member in

good standing. No offices shall be combined in one

person other than those of: 3

President-Elect and Vice-President; or

Secretary and Treasurer

All Executive Committee shall enter upon their

official duties on the first day of January of each

year and shall serve for a term of four (4) year or

until their successors shall be duly elected and

qualified.

The President has the following duties and

responsibilities:

Be the executive officer of this club.

Preside over all meetings of the club and the


Promote the Objects of District of the

Monarchs Industry Club and the positive

image of District of the Monarchs Industry

Club in the community.

Present the views of the club to the

members.

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Promote membership growth and the

building of new District of the Monarchs

Industry Club clubs.

Attend meetings.

Perform such other duties and

responsibilities as usually pertain to such

office.

In the absence of the President, the Vice-President

shall preside at all meetings of this club and of the


The President-Elect has the following duties and

responsibilities:

Be the only nominee for the office of

President.

Prepare for service as President for the

following year.



office or as may be assigned by the

President or Executive Committee.

The Immediate Past President shall perform such

duties and responsibilities as usually pertain to such

office or as may be assigned by the President or


The Vice-President(s) shall perform such duties and

responsibilities as usually pertain to such office or

as may be assigned by the President or Executive

Committee.

The Treasurer has the following duties and

responsibilities:

Receive all funds paid to this club and

promptly deposit them in the official club

bank accounts or accounts.

Disburse funds on order of the Executive

Committee

Maintain the club financial accounts and

records.

At all times, make available for inspection by

the President, the Executive Committee, or

any authorized auditors, the financial

accounts and records of the club.

Make a financial report to the Executive

Committee monthly, at the annual meeting of

the club, and at such other times as the

President or Executive Committee may

require.





The Secretary has the following duties and

responsibilities:

Keep the club books and records, including

membership and attendance.

At all times, make available for inspection by

the President, the Executive Committee, or

any authorized auditors, the club books and

records.

Keep minutes of the meetings of the club,

Executive Committee, and committees.

Present all bills to the Executive Committee

for approval.

Submit to the proper Executive Committee,

committees, or members all communications

received from District of the Monarchs

Industry Club.

Promptly reply to correspondence and

submit all official reports required by District

of the Monarchs Industry Club International

or the district.

Submit reports to the club at such times as

the President or Executive Committee may

require.

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Other Executive Committee (if any) shall perform

such duties as usually pertain to such offices or as

may be assigned by the President or Executive

Committee.

CONTINUING OR LONG-TERM PROJECTS

A club may adopt or discontinue a project that may

last more than one (1) year, by the approval of a fifty

one percent (51%) vote of the active and senior

members present at any regular meeting, provided

written notice of the proposed adoption or

discontinuance shall have been given to the

members at least two (2) weeks prior to the

meeting. One-third (1/3) of the active and senior

members shall constitute a quorum. There shall be

no voting by proxy or absentee ballot.

COMMITTEES

The basic standing committee structure for clubs is

established by the EXECUTIVE COMMITTEE.

The basic structure should include separate

committees that address club services club

administration, membership growth and education,

public relations, and finance and fund raising. This

structure, along with the duties and responsibilities

of standing committees, shall be included in annual

club and district officer guidebooks and/or manuals.

Where and when the opportunity exists to extend

District of the Monarchs Industry Club through the

sponsorship of a new District of the Monarchs

Industry Club, the President shall appoint a

Committee on New Club Building. This committee

shall have the responsibilities as outlined in the

procedures for new club building established by

District of the Monarchs Industry Club.

Where desired, there shall be the option of

expanding the committee structure by creating other

standing committees which would enable the club to

function more effectively in terms of its own needs

and interests. The duties of such committees shall

be determined at the time they are created.

Each standing committee shall be composed of

three (3) or more members and shall serve for a

term of one (1) year, commencing on the first day of

January.

All members of a committee are appointed by and

are subject to removal by the President. Each

committee shall be responsible to the President and

shall make such reports as the President may direct.

Subject to the approval of the Executive Committee,

special committees may be appointed by the

President and they shall perform such duties as may

be defined in their creation.

Each committee shall cooperate with the

appropriate District of the Monarchs Industry Club

committee(s) to promote, when practical, programs

suggested by such committee(s).

Meetings

This club shall hold two (2) regularly scheduled

meetings per month. The day and place shall be

determined by the Executive Committee. *Note--The

Bylaws of District of the Monarchs Industry Club

provide that a club shall have the option to hold

regularly scheduled meetings not less than two (2)

each month and not more than one (1) in any two

(2) week.

If the club's regular meeting falls on a legal holiday

or eve thereof, the Executive Committee may

reschedule the meeting for another day during the

affected week or cancel the meeting, provided not

more than two (2) regular meetings are cancelled

during the administrative year.

Includes:

New Year‘s Day

Martin Luther King, Jr Birthday

Presidents‘ Day

Memorial Day

Independence Day

Labor Day

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Nevada Day (Observed)

Veterans‘ Day

Thanksgiving Day

Family Day

Christmas Day The club may hold such other meetings as the

Executive Committee or membership may desire.

The regular weekly meetings shall not be more than

one (1) hour and thirty (30) minutes in duration,

except on special occasions as approved by the


The annual meeting of this club should be held at a

regular meeting no earlier than the first meeting in

January and no later than the second week in

February. The membership shall be given at least

two (2) weeks‘ notice of the date and place of the

annual meeting. One-third (1/3) of the active and

senior members of the club shall constitute a

quorum.

Nomination and election of executive committee

Voting shall be by ballot and shall not be

cumulative. Only active and senior members

present vote. District of the Monarchs Industry Club

may make available to each member the option to

vote electronically or by paper ballot for annual club

officer elections. There shall be no voting by proxy

or absentee ballot.

At a regular meeting at least five (5) weeks prior to

the annual meeting, the President shall appoint a

Nominating Committee. The committee shall consist

of not less than five (5) members and, if possible, a

majority shall be Past Presidents. The President

shall designate the chairman of this committee. The

duties of this committee shall be to make

nominations, with the consent of those nominated,

and to prepare a ballot for the election of such


At least two (2) weeks before the annual meeting,

the Nominating Committee shall submit:

the President-Elect as its sole nominee for

the office of President;

At least one (1) week before the annual meeting, at

a regular meeting of the club, nominations from the

floor may be made for any office and, when so

made, together with the list submitted by the

Nominating Committee, shall then be the list of

nominees submitted for an election of Executive

Committee.

The President shall appoint an Elections Committee

consisting of not more than seven (7) members. The

duties of this committee shall be to distribute,

collect, and count the ballots and report the results

to the President, who shall announce them. A

majority of all votes cast shall be necessary to elect

any officer. If any ballot does not have a majority for

a nominee for any office, the President shall

immediately designate a time and place for further

balloting for such office. Prior to the second ballot,

the nominee having the lowest vote on the first

ballot shall be dropped; and in each ballot, the same

procedure shall be followed until one (1) nominee

shall have received a majority of all votes cast.

If the names of more than the number of to be

elected are placed in nomination, the individuals

who receive the highest number of votes up to the

number to be elected shall be declared elected.

The Secretary shall be elected within one (1) week

after the annual meeting by the Executive

Committee and who comprise the Executive

Committee for the succeeding year.

Nothing contained in this Article shall be construed

as limiting the right to make further nominations

from the floor of the meeting.

Vacancies in the office

In the case of a vacancy in the office of President,

the Vice-President shall succeed to the office. In the

case of a vacancy in the office of President-Elect,

Vice-President, Treasurer, or Director, the vacancy

shall be filled at a regular club meeting, upon one

(1) week's notice of nomination(s) by the Executive

Committee. In the case of a vacancy in the office of

Secretary, the vacancy shall be filled by the

Executive Committee. *Note--If the club has more

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than one (1) Vice-President, this shall be assumed

to be "the first Vice-President.‖

After the election and prior to October 1, in the event

of the disability or inability to serve by an officer-

designate or director-designate, except the

Secretary, the vacancy shall be filled at a regular

club meeting, upon one (1) week's notice of

nomination(s) by the Executive Committee

designate. In case of a vacancy in the office of

Secretary for the following year, the vacancy shall

be filled by the Executive Committee -designate.

Removal of a member of the executive

committee

Whenever it shall appear to the President or a

majority of the club Executive Committee, or by a

petition signed by a majority of the entire club

membership and presented to the club Executive

Committee, that an officer or director may be

engaging in conduct unbecoming a member of the

District of the Monarchs Industry Club or is failing to

perform the duties of that office, the Club Executive

Committee shall give written notice of the alleged

facts to the officer or director within thirty (30) days.

A meeting of the entire club membership to consider

the alleged facts shall be held within thirty (30) days

thereafter, with at least fourteen (14) days clear

notice being given to the entire membership of such

meeting. Service of such notice shall be deemed

effective five (5) days after such notice is mailed. In

the event that the club, by a fifty one percent (51%)

vote of the entire membership, finds that the officer

or director has engaged in conduct unbecoming a

member of the District of the Monarchs Industry

Club or is not performing the duties of such office

and declares such office vacant, the membership

shall proceed forthwith to elect a new officer or

director to fill such vacancy.

FINANCE

The club books of account shall be audited at least

once each year. The auditors shall be named by the

Executive Committee. The auditors should be

familiar with financial statements and should

reconcile bank statements (if necessary) and

conduct tests of income and expenditures for the

past year. The auditors may be club members, but

shall not be the Secretary or the Treasurer. A copy

of the auditor's report shall be provided to the

current Executive Committee and, upon request, to

any club member.

The Executive Committee shall determine the

official club accounts or accounts and shall

designate those persons who shall sign checks.

If a club is dissolved, resigns, has its charter

revoked, or otherwise ceases operations, and if

there are funds or other club assets remaining after

club obligations are paid for which the last Executive

Committee has made no provision, then the

Treasurer shall pay such funds to and donate such

assets to the District of the Monarchs Industry Club

members.

PROPERTIES

The District of the Monarchs Industry Club common

interest is the establishment of worldwide

recognized companies, projects and careers within

the entertainment industry. With a supportive,

collaborative and positive atmosphere we are able

to empower ourselves through empowering each

other. This goal is achieved through acquiring

properties and occupying the properties with tenants

who in return will fund our mission every 28 – 30

days to the end of time which is known to this club

as the “DISTRICT”.

Member property Contributions

Based on the actual value of the property each

member of the club will submit a specific amount of

funds to be used towards acquiring properties listed

available by the Club President through internet,

mobile SMS communications, and email, letter and

club meetings. As a result each member of this club

will own a stake in said property(s). Each member

will receive a Certificate of Ownership.

Property tenants

Each property acquired by the club will be occupied

with an outside tenant whose affiliation will remain

8


outside of the club. Said tenant of the property will

provide funds to the club every 28 – 30 days for use

of residency.

Property funds

Every 28 – 30 days tenant funds will be deposited

into the club account or accounts and reported to

members through internet and club Treasurer at

meetings. Funds are used to acquire club supplies,

property management and satisfy taxes. Prioritized

to be allotted to member‘s project needs:

dietary

distribution

equipment

manufacturing

promotion

room & board

transportation

Any and everything acquired, created, and sold are

jointly owned by all members of this club.

Property conflict of interest

Members of the club are prohibited from residing in

properties with the exception of a mass natural

disaster, war or mass manmade disaster.

Members of the club are also prohibited from

managing properties.

Property upgrades

Time and time again when deemed necessary the

club will upgrade property essentials such as:

Air conditioners

Back yard

Bath tub/shower

Bathroom sinks

Cabinets

Clothing Dryer

Clothing washer

Dishwasher

Flooring

Front yard

Irrigation system

Lighting

Lighting

Microwave

Paint

Plumbing

Refrigerator

Sink

Stove

Thermostat

Toilets

Sale of property

The club will not sell any properties acquired to fund

any project unless it is deemed beneficial by 51% of

the club.

CERTIFICATE OF OWNERSHIP (COO)

Certificate of Ownership are legal documents

distributed to each member after a property(s) have

been acquired. The certificate describes who owns

the property certificate, the location of the property,

description of the property, date of the transaction,

value of the property(s) and the amount each

member contributed to acquire the property.

Certificate of Ownership Appraisal

Every 12 months, in the month property was

acquired; the club will have that property appraised.

If in the event a property(s) value has risen or fallen

9


after a appraisal on that said property has occurred,

that said property(s) Certificate of Ownership will

become void and a new issue of Certificate of

Ownership will be distributed by the club, disclosing

its new values. See to appendix for example of Certificate of

Ownership.

Sale of Certificate of Ownership

A members selling of his or her personal Certificate

of Ownership to another member is not prohibited;

however said member selling his or her Certificate

of Ownership can only be sold to members of the

District of the Monarchs Industry Club or to the club

itself. Some restriction may apply. Member(s) who

sells his or her Certificate of Ownership to another

member may do so for lesser, current or greater

value. A member(s) seeking to sell his or her COO

to the club may only do so at its current value,

unless the club seeks to purchase certificate, than

and only then can a member offer his or her

Certificate of Ownership for lesser, current or

greater value.

Transfer of Certificate of Ownership

If a member is sold a Certificate of Ownership to

another member said parties must fill out the

transfer of ownership located on the back of the

Certificate of Ownership. The new owner must then

submit the Certificate of Ownership to the club

Secretary who will then distribute a new Certificate

of Ownership to the new owner within 30 days.

Transfer of Certificate of Ownership to

replacement

If a member would like to sell his or her Certificate of

Ownership to a new member, that new member

must first be introduced and interviewed by the club

executive committee. If it is discovered that

replacement stands to be an asset to the club by

51% of the executive committee, that replacement

may acquire members Certificate of Ownership and

seat. Transaction of the certificates must be

completed within thirty (30) days beginning on the

day the executive committee approval was granted

or decision will become void.

SIX MONTH MILESTONE CELEBRATION

Every six (6) months, if on schedule and all

properties, equipment and deadline have been met;

the District of the Monarchs Industry Club will

celebrate our successes at a pre – determined

location selected by the executive committee.

SEVERABILITY

In the event that any provision of these bylaws is

held invalid, all other provisions shall remain in

effect.

ASSETS/EQUIPMENT

Any and all equipment occupied via purchase or

leased by this club must first undergo vote whereas

if 51% percent of the vote finds that the equipment

is essential said equipment will be occupied, owned,

maintained and accessible by every member of the

club.

PROJECTS

The mission of the District of the Monarchs Industry

Club is to provide a mutually supportive and positive

environment in which each individual member has

the opportunity to create occurrence rather than

waiting for occurrence to happen.

By empowering others you empower yourself.

Ownership

The District of the Monarchs Industry Club takes no

interest in owning members personal skill, craft and

or company, keep in mind the focus of the club is to

empower members opposed to restricting them.

Therefore owning projects versus companies allows

members to be flexible whereas the project once

launched provides restrictions in opposition to the

project being controlled.

PROJECT OWNERSHIP

Member/Company 40%

Club 10%

Members 50%

10


Example

Project under creative controlled by the

original owner to be released to the mass

public has been approved by the original

owner and the club

Project bares the restrictions of being

released and re-released as is.

Member retains creative control and

flexibility to change, go in another direction,

or even abandon the project

Collaborations

Time and time again as a member you may be

asked of your service to execute project(s), be it

suggestion or act.

Whether convenience or none convenience,

members are to subject themselves to projects

where needed when needed.

Subjection with the interest of preserving a sought

after or established image allows industry activity

surreptitiously and vanguard, gaining network

core/external credentials, builds a brand, exposure,

and generates paid performance funds and or

royalties.

Exhibition

In order to receive an approval for project budget,

each member upon project completion will arrange

to exhibit project to the club detailing its theme,

highlights, and, campaign, budget plan and its target

outlet.

Votes

Exhibited projects only must first undergo a proxy

vote. If 51% percent of the vote finds that the project

is essential, assumed project will receive funds

allocated to the following:

Accounting

Commercial Advertisement

Dietary

Distribution

Manufacturing

Performance Tour

Promotional Paraphernalia

Room & Board

Transportation

Merchandise

Accounting: Club will assign a duly selected

member to account for outgoing and incoming

funds. Assistant will take an account and report to

the Treasurer of the club the allotted funds poured

into project campaign and funds generated by

project. Assistant will report and deposit funds owed

to the project into an open bank account provided

by the project administrator.

Commercial Advertisement: funds are allotted to

project advertisements such as television, radio,

internet, mobile, posters, flyers, post cards, and t-

shirts, towels, vehicle wraps, and magazine.

Dietary: Funds are allotted to members during their

campaign.

Distribution: Funds are allotted to occupying shelf

space in major retail outlets such as Wal-Mart,

Target, Best Buy, F.Y.E, K-Mart and small business.

Funds are also allotted to digital distribution outlets

such as, ITunes, Rhapsody, Amazon Music, and

Yahoo Music, MSN music, and Pandora.

Manufacturing: funds are allotted to Manufacturing

projects.

Performance Tour: funds are allotted to

performance tours to pre-designated locations.

Promotional Paraphernalia: funds are allotted to

acquiring: CD snippets, t-shirts, rubber bracelets,

towels, internet presence, contest, 5x7 photos,

stickers, radio ads, television ads, etc.

11


Room & Board: funds are allotted to room & board

while artists are out of state performing and or

promoting.

Transportation: funds are allotted to transportation

to transport artists to and from meetings,

performances and meet and greets and

emergencies.

SALES

Sales performances are observed by the executive

committee, Project Committee along with the

member(s) company which is responsible for the

project and reported to all members through email,

document, meetings and club minutes; in an effort to

keep everyone current on project performance.

Sales percentage itemization

Any and all project sales are allotted to the following

depositories:

25% Operation: used to allow member(s)

company to maintain resonance, design and

developed new projects.

15% Reserve: used to satisfy standard or

under budget projects when deemed

necessary, authorized by the executive

committee and project committee.

10% Club: used to allow the club to operate

more efficiently

50% Member: allotted to members

Member monetary distribution

Based on the project release date and starting from

the point of the first initial sale, members will receive

monetary distributions every ninety (90) days or

quarter.

ROYALTIES

Unlike other forms of intellectual property, music

royalties have a strong linkage to individuals –

composers (score), songwriters (lyrics) and writers

of musical plays – in that they can own the exclusive

copyright to created music and can license it for

performance independent of corporations.

Recording companies and the performing artists that

create a "sound recording" of the music enjoy

a separate set of copyrights and royalties from the

sale of recordings and from their digital transmission

(depending on national laws).

With the advent of pop music and major innovations

in technology in the communication and

presentations of media, the subject of music

royalties has become a complex field with

considerable change in the making.

A musical composition obtains protection in

copyright law immediate to its reduction to tangible

form – a score on paper or a taping; but it is not

protected from infringed use unless registered with

the copyright authority; for instance, the Copyright

Office in the United States, administered by

the Library of Congress. No person or entity, other

than the copyright owner, can use or employ the

music for gain without obtaining a license from the

composer/songwriter.

Inherently, as copyright, it confers on its owner, a

distinctive "bundle" of five exclusive rights:

(a) to make copies of the songs through

print or recordings

(b) to distribute them to the public for profit

(a) to the "public performance right"; live or

through a recording

(b) to create a derivative work to include

elements of the original music; and

(c) to "display" it (not very relevant in

context)

Where the score and the lyric of a composition are

contributions of different persons, each of them is an

equal owner of such rights.

These exclusivities have led to the evolution of

distinct commercial terminology used in the music

industry.

http://en.wikipedia.org/wiki/Musical_composition

12


They take four forms:

royalties from "print rights"

mechanical royalties from the recording

of composed music on CDs and tape

performance royalties from the

performance of the compositions/songs

on stage or television through artists and

bands, and

synch (for synchronization)

royalties from using or adapting the

musical score in the movies, television

advertisements, etc. and

Conventional forms of royalty payments

In the conventional context, royalties are paid to

composers and publishers and record labels for

public performances of their music on vehicles such

as the jukebox, stage, radio or TV. Users of music

need to obtain a "performing rights license" from

music societies – as will be explained shortly – to

use the music. Performing rights extend both to live

and recorded music played in such diverse areas as

cafés, skating rinks, etc.

Licensing is generally done by music societies

called "Performing Rights Organizations" (PROs),

some of which are government-approved or

government-owned, to which the composer, the

publisher, performer (in some cases) or the record

label have subscribed.

US Regulatory Provision

Regulatory provisions in the US, EU and elsewhere

is in a state of flux, continuously being challenged

by developments in technology; thus almost any

regulation stated here exists in a tentative format.

The US Copyright Act of 1976 identified ―musical

works‖ and ―sound recordings‖ eligible for copyright

protection. The term ―musical work‖ refers to the

notes and lyrics of a song or a piece of music, while

a ―sound recording‖ results from its fixation on

physical media. Copyright owners of musical works

are granted exclusive rights to license over-the-air

radio and TV broadcasts, entitling them royalties,

which are, as said earlier, collected and distributed

by the PROs. Under the Act, record companies and

recording artists are, presently, not entitled to

royalties from radio and TV broadcasts of their

music, except in the case of digital services and

webcasts where copyright owners and performers

obtain royalties (see later). This is in contrast to

international standards where performers also

obtain royalties from over-the-air and digital

broadcasting.

In 1995, the Congress introduced the Digital

Performance Right in Sound Recordings Act

(DPRA), which became effective Feb 1, 1996. This

Act granted owners of sound recordings the

exclusive license to perform the copyrighted work

publicly by means of digital audio transmissions but

it exempted non-subscription services (and some

other services). Where the rights owner could not

voluntarily reach agreement with the broadcaster, it

could avail of compulsory licensing provisions.

Under the Act, the compulsory royalty (the royalty

schedule follows) was to be shared in the manner:

50% to the record companies, 45% to featured

artists, 2½ % to non-featured musicians through

American Federation of Musicians (AFM) in the

United States and Canada and 2½% for non-

featured vocalists through American Federation of

Television and Radio Artists (AFTRA. United States

Congress also created a new compulsory license for

certain subscription digital audio services, which

transmit sound recordings via cable television and

Direct-broadcast satellite (DBS) on a non-interactive

basis in the absence of a voluntary negotiation and

agreement.

In 1998, the Congress amended DPRA to create the

Digital Millennium Copyright Act (DMCA) by

redefining the above-noted subscription services of

DPRA as ―preexisting subscription services‖ and

expanded the statutory license to include new

categories of digital audio services that may operate

under the license. In effect, DMCA created three

categories of licensees: pre existing satellite digital

13


audio radio services new subscription services, and

eligible non-subscription transmission services. In

addition to the above, a fourth license was created

permit webcasters to make ―ephemeral recordings‖

of a sound recording (temporary copies) to facilitate

streaming but with a royalty to be paid. Non-

subscription webcasting royalties have also to be

shared between record companies and performers

in the proportions set out under DPRA.

Synchronization royalties

The term synchronization comes from the early days

of the talkies when music was first synchronized

with film. The terminology originated in US industry

but has now spread worldwide.

Because it would be impractical to join music to film

or images without making a "copy" of the music, it is

clear that some sort of license is needed – but the

legal argument is difficult to construct. In the UK and

elsewhere, with the exception of the US, there is

apparently no legal prohibition to the combination of

audio and visual images and no explicit statutory

right for the collection of synch royalties. In the US,

however, the Copyright Act defines the audiovisual

format as that of combining images with music for

use in machines but there is no explicit rate set such

as the "compulsory royalty rate" for copying music

but there are instances of courts implying the

synchronization right, fuller version at but even so, it

is an amorphous colloquial commercial term of

acceptance.

Synchronization royalties ("synch licenses") are paid

for the use of copyrighted music in (largely)

audiovisual productions, such as in DVDs, movies,

and advertisements. Music used in news tracks is

also synch licenses. Synchronization can extend to

live media performances, such as plays and live

theatre. They become extremely important for new

media - the usage of music in the form

of mp3, wav, flac files and for usage in webcasts,

embedded media in microchips (e.g. karaoke), etc.

but the legal conventions are yet to be drawn.

Synchronization royalties are due to the

composer/song-writer or his/her publisher. They are

strictly contractual in nature and vary greatly in

amount depending on the subjective importance of

the music, the mode of production and the media

used. The royalty payable is that of mutual

acceptance but is conditioned by industry practice.

It is useful to note in this connection the concept of

the "needle drop" (now laser drop) in that the synch

royalty becomes payable every time the needle

drops 'on the record player' in a public performance!

All openings and closings, every cut to

advertisements, every cut back from ads, all re-runs

shown by every TV Company, in every country in

the world generates a "synchro", although a single

payment may be renegotiable in advance.

There is a category of royalty free music in the field

of synchronization. This refers to the use of music in

a "library" for which a one-time royalty has been

negotiated. It is an alternative to needle-drop

negotiation.

In terms of numbers, royalties can range from, say.

$500 –2000 for a "festival-use license" to $250,000

or more for a movie film score. For low budget films,

which are deemed less than $2 million, the royalties

range from 3%–6% or could be per song per usage.

Artwork royalties

An artwork is usually a copyrighted article which be

mass produced for sale, such as greeting cards.

They are both seasonal and on occasion. In the UK

it is estimated that one billion pounds are spent on

greeting cards every year, with the average person

sending 55 cards per year. The royalty range is 2–

5% with an ‗upfront royalty‘.

Other artwork royalties are as under

<http://www.nolo.com/legal-encyclopedia/article-

30093.html>:

Greeting cards and gift wrap: 2% to 5%

Household items such as cups, sheets, towels: 3%

to 8%

Fabrics, apparel (T-shirts, caps, decals): 2% to 10%

http://en.wikipedia.org/wiki/Wav

http://en.wikipedia.org/wiki/Flac

http://en.wikipedia.org/wiki/Karaoke

http://www.nolo.com/legal-encyclopedia/article-30093.html

http://www.nolo.com/legal-encyclopedia/article-30093.html

14


Posters and prints: 10% or more

Toys and dolls: 3% to 8%

Alliances and partnerships

Royalties may exist in technological alliances and

partnerships. The latter is more than mere access to

secret technical or a trade right to accomplish an

objective. It is, in the last decade of the past century,

and the first of this one of the major means of

technology transfer. Its importance for the licensor

and the licensee lies in its access to markets and

raw materials, and labor, when the international

trend is towards globalization.

There are three main groups when it comes to

technological alliances. They are Joint-ventures

(sometimes abbreviated JV), the Franchises and

Strategic Alliances (SA).

Joint-ventures are usually between companies long

in contact with a purpose. JVs are very formal forms

of association, and depending on the country where

they are situated, subject to a rigid code of rules, in

which the public may or may not have an

opportunity to participate in capital; partly depending

on the size of capital required, and partly on

Governmental regulations. They usually revolve

around products and normally involve an inventive

step.

Franchises revolve around services and they are

closely connected with trademarks, an example of

which is McDonald's. Although franchises have no

convention like trademarks or copyrights they can

be mistaken as a trademark-copyright in

agreements. The franchisor has close control over

the franchisee, which, in legal terms cannot be tie-

ins such as franchisee located in an areas owned by

the franchisor.

Strategic Alliances can involve a project (such as

bridge building). a product or a service. As the name

implies, is more a matter of 'marriage of

convenience' when two parties want to associate to

take up a particular (but modest) short-term task but

generally are uncomfortable with the other. But the

strategic alliance could be a test of compatibility for

the forming of a joint venture company and a

precedent step.

Note that all of these ventures s could be in a third

county. JVs and franchises are rarely found formed

within a county. They largely involve third countries.

On occasion, a JV or SA may be wholly oriented to

research and development, typically involving

multiple organizations working on an agreed form of

engagement.

PUBLISHING

Successful songwriters and composers have a

relationship with a publishing company defined by

a publishing contract. The publisher agrees to see to

it that the composers receive royalties from various

uses of their compositions. They also provide

substantial advances against future income. In

return, the publishing company receives a

percentage, which can be as high as 50% and

varies for different kinds of royalties.

There are several types of royalties: mechanical

royalties derive from the sale of recorded music,

such as CDs or digital downloads. These royalties

are paid to publishers by record companies (through

the Harry Fox Agency as well as through American

Mechanical Rights Agency in the

U.S.). Performance royalties are collected

by performance rights organizations such

as SESAC, BMI, ASCAP or PRS and are paid by

radio stations and others who broadcast recorded

music. Synchronization royalties are required when

a composition is used in a film or television

soundtrack. These royalties typically pass through

the hands of a music publisher before they reach

the composer.

Publishers also work to link up new songs by

songwriters with suitable recording artists to record

them and to place writers' songs in other media

such as movie soundtracks and commercials. They

will typically also handle copyright registration and

"ownership" matters for the composer. Music print

15


publishers also supervise the issue

of songbooks and sheet music by their artists.

SHEET MUSIC

The term music publisher originally referred (before

the growth of recorded music and popular music)

to publishers who issued printed sheet music.

PATENT

A patent is not a right to practice or use the

invention. Rather, a patent provides

the right to exclude others from making, using,

selling, offering for sale, or importing the

patented invention for the term of the patent, which

is usually 20 years from the filing date subject to the

payment of maintenance fees. A patent is, in effect,

a limited property right that the government offers to

inventors in exchange for their agreement to share

the details of their inventions with the public. Like

any other property right, it may be sold,

licensed, mortgaged, assigned or transferred, given

away, or simply abandoned.

The rights conveyed by a patent vary country-by-

country. For example, in the United States, a patent

covers research, except "purely philosophical"

inquiry. A U.S. patent is infringed by any "making" of

the invention, even a making that goes toward

development of a new invention—which may itself

become subject of a patent.

A patent being an exclusionary right does not,

however, necessarily give the owner of the patent

the right to exploit the patent. For example, many

inventions are improvements of prior inventions that

may still be covered by someone else's patent. If an

inventor takes an existing, patented mouse

trap design, adds a new feature to make an

improved mouse trap, and obtains a patent on the

improvement, he or she can only legally build his or

her improved mouse trap with permission from the

patent holder of the original mouse trap, assuming

the original patent is still in force. On the other hand,

the owner of the improved mouse trap patent can

exclude the original patent owner from using the

improvement.

Some countries have "working provisions" that

require the invention be exploited in the jurisdiction it

covers. Consequences of not working an invention

vary from one country to another, ranging from

revocation of the patent rights to the awarding of a

compulsory license awarded by the courts to a party

wishing to exploit a patented invention. The

patentee has the opportunity to challenge the

revocation of license, but is usually required to

provide evidence that the reasonable requirements

of the public have been met by the working of

invention.

EVENTS

Any and all events manifested by the club must first

undergo vote by fifty one percent (51%) of the entire

membership for the following:

Birthdays: due to the possibility of their being more

that one member that may celebrate his or her

birthday within the same month, an event will be

held for all that share the same month in said

month.

Weddings: Members who choose to marry their

significant other will receive a gift from the club

generated from the club account, not to exceed ten

percent (10%). If ten percent (10%) from the

account does not exceed suffice each member will

be asked to contribute what he or she is personally

restricted to.

Funerals: If in the event a members passes from

life to death, the club will provide transportation,

traffic assistance, flower arrangements and custom

tombstone engraved with the club insignia. During

the descent of said member‘s coffin into his or her

final resting place, each member will provide one

rose into the grave, and one rose to the said

member‘s next of kin.

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APPROVED BY DISTRICT OF THE MONARCHS INDUSTRY CLUB EXECUTIVE

COMMITTEE

___________________________________ Date: ________________________________________

Club President:

___________________________________ Date: ________________________________________

Club Vice – President:

___________________________________ Date: ________________________________________

Club Treasurer:

___________________________________ Date: ________________________________________

Club Secretary

INDEX

“active”, 1

“senior”, 1

absence, 4, 12

Accounting, 10

annual meeting, 4, 6

ASSETS/EQUIPMENT, 6, 9

attendance, 1, 2, 4

ballot, 5, 6

bank account, 10

bylaws, 1, 3, 9

Certificate of Ownership Appraisal, 5, 8

Certificates of Ownership, 2

CLASSIFICATION, 5, 1

club books of account, 7

club’s executive committee., 1

Collaborations, 6, 9

Commercial Advertisement, 10

COMMITTEES, 5, 5

communications, 4, 7

conduct unbecoming, 2, 3, 7

conflict of interest, 5, 8

contributions, 1, 11

COO, 5, 8, 9

cooperate, 5

Discipline of members, 5, 2

distinguished, 1, 2

District of the Monarchs Industry Club, 1, 4, 7, 1, 2, 3, 4, 5,

6, 7, 9, 18

DUES, 5, 1

election, 5, 2, 3, 6, 7

emblem, 1, 2, 3

EXECUTIVE COMMITTEE, 5, 6, 3, 5, 16

Exhibition, 6, 10

February, 6

fifty one percent, 1, 2, 5, 7, 15

funds, 5, 2, 3, 4, 7, 8, 9, 10

good standing, 1, 3

Immediate Past President, 3, 4

insignia, 2, 3, 15

January, 3, 5, 6

livelihood, 1

Manufacturing, 10

Meetings, 5, 5

MEMBERSHIP, 5, 1

Nomination, 5, 6

nominees, 6

OFFICIAL NAME, 5, 1

opportunity, 4, 3, 5, 9, 13, 15

organization, 1, 3

owned, 2, 8, 9, 11, 14

percentage, 6, 10, 14

President, 3, 4, 5, 6, 7, 16

privileges, 1

projects, 1, 2, 7, 9, 10

PROJECTS, 5, 6, 5, 9

Promotional Paraphernalia, 10

Property, 5, 7, 8

Property upgrades, 8

PUBLISHING, 6, 14

Qualifications for Active Membership, 5, 1

Qualifications for Distinguished Membership, 5, 2

royalties, 6, 9, 11, 12, 13, 14

ROYALTIES, 6, 11

Sale of property, 5, 8

SALES, 6, 10

Secretary, 5, 2, 3, 4, 6, 7, 9, 16

senior, 1, 2, 3, 5, 6

skill, 4, 1

strategically, 1

suspended, 2

Synchronization royalties, 14

tactfully, 1

talent, 4, 1

Transfer of Certificate of Ownership, 6, 9

Treasurer, 3, 4, 6, 7, 8, 10, 16

Vacancies in the office, 5, 6

value detailed on the certificate, 2

Vice-President, 3, 4, 6, 7

Violation, 3

Votes, 6, 10

worldwide, 7, 12

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Documents

District of the Monarchs Club Bylaws