BYLAWS of Poetry Slam, Inc.
ARTICLE III
Executive Council Members
Section 3. Election and Term of Directors. Election and Term of Directors. Each Executive Council member, excluding the Executive Director, the immediate past director of the National Poetry Slam, the current director of the National Poetry Slam, the immediate future Director of the National Poetry Slam, the immediate past director of the Individual World Poetry Slam, the current director of the Individual World Poetry Slam and the immediate future Director of the Individual World Poetry Slam
Article 3 is titled Executive Council Members and through out the Article there is the back an forth use of EC member and director and a capitalized Director. It’s confusing.
Article 3 Section 3 is titled “Election and Term of Directors” then goes on to talk specifically by title about the election and term of each member of the E.C. but never clarifies that each member is a “director” Article 3 alludes to the make up of the EC being directors by the title of the Section but the actual word "director" is only mentioned through out Article 3 Section 3 and the by-laws when referring to the NPS & iWPS directors (sometimes capitalized sometimes not) and the Executive Director and always as part of job titles. Section 3's title is the only exception. Then Article 6 comes along.
Article 6 Section 1 defines “volunteer director” (with the omission of the iWPS directors) as all those on the EC thus making EC member and director interchangeable. Article 3 is EC specific and does not include a definition nor the direct connection between each EC member being also a director. Article 3 is confusing in this aspect until one reads Article 6 and infers.
I say infer (see below for the quoted definition) because it is gray if the definition is for “volunteer director” or “director”. If any of the individuals listed in the Article 6 "volunteer director" definition receives salary or wages of an excess of $100 I am assuming the “volunteer” qualifier drops and the definition remains to list every EC member as a director, at least for the purposes of these by-laws.
BYLAWS of Poetry Slam, Inc.
ARTICLE VI
Limitation on Liability
Section 1. Liabilities.
(a) Liability to Corporation. A member of the Executive Council who is a volunteer director (defined herein as anyone elected to and serving on Executive Council as President, Vice President, Secretary, Treasurer, Trustee or future, present or past director of the National Poetry Slam...