BYLAWS OF THE BOARD OF GOVERNORS THE AMERICAN CROSSWORD PUZZLE ACADEMY & HALL OF FAME, INC. ARTICLE, 1.01 Purpose. The American Crossword Puzzle Academy and its Hall of Fame isa voluntary organization dedicated tothe recognition of the American Crossword Puzzle as a pastime contributing to the literacy skills ofthe American public and to give due honor tothe pro- fessionals who construct, edit, and publish this unigue literary form. ‘The Board's activities also acknowledge the importance of the Crossword Puzzles’ public (known as “fans” or "aficionadis") whose interest supports the creative effors of the professional constructor (also known as cruciverbalist [compiler in the UK.). ‘The Board as well recognizes the universal appeal for any literate person of the crossword puzzle, and records its transformation from ‘America into other languages which are writen in an alphabet. ‘The American Crossword Puzzle Academy's Boardis formed for the following purposes: () to direct the activities of the Academy to fulfil its role as @ known entity designed tobe the cultural, educational, and profes- sional force serving this literary effort~-whichmay be described as ‘a mission to promote literacy by means of creating intriguing puzzles as a game easily played by anyone almost anywhere. (to direct the operations ofthe Academy in the collection and use of funds and to ensure that it remains an accepted eleemosy- nary organization according to federal and state, and to all local, Jaws and statues. (©) tollicense the imprimatur of the Crossword Puzzle Academy andor its associated Hall of Fame logotype or seal or other mark, for whatever marketing benefit it might lend to any approved commercial product oF service as one means of funding the activities of the Academy. (@ to set fees for such explicit sanctions and endorsements on ‘word Puzzlehas evolved and will continue to evolve through the years. ARTICLE TI, 3.01. Formation of the American Crossword Puzzle Academy was proposed in 1986by Robert M. Guilbert Sr. self-designated "Institor,” {to.acore group of professional constructors and editors. (@) these were asked to name the seven more influential members ‘of that group. (©) these seven were invited to attend a meeting at the Harvard ‘Club, New York City, on May 11th, 1988 being: ‘Maura Jacobson (represented by Frances Hansen) - WilliamLut- winiak - MelTaub - Eugene. Maleska - Stanley Newman = Will Shonz. - Will C. Weng. (© atthis meeting, general agreement was reached to establish a ‘CWP Academy and associated Hall of Fame. (@) subsequent correspondence then established a seven-member Founding Board of Governors with the above-named tobe desig~ nated founders and serve as officers. (© first “Insitor” of the Academy is Robert M. Guilber, Sr, who serves the Board in a disinterested capacity. (D public notice ofthe formation of the Academy was released to the media (@) the widespread interest in this subject resulted in newspaper and broadcast stories across the U.S.and around the world, copies ‘of which are preserved in the archives of the Hall of Fame. 3,02. The Crossword Puzzle Academy, anditsancillary function, the establishment of a Hal of Fame, will be governed by a seven member ‘board, to serve in two-year intervals beginning June 21, 1990, consist- ing of aChair. President, Secretary, Treasurer Ist Vice President, Pro-‘ther published material) or activities which are approved in ‘writing by the Board of Directors, said approval to include label and advenisting appearance and type and wording of promotional material (© to seek contributions from publishers and other allied industry ‘groups for the sustenance of the American Crossword Puzzle ‘Academy and its activities. (9 to direct the disbursal ofall such funds. ARTICLE IL 2.01. The American Crossword Puzzle is generally reputed to have ‘been “invented” by one Arthur Wynne, editor ofthe "FUN" page ofthe ‘Sunday magazine insert in the New York World, making its appear- ance on December 21, 1913. Since then, this type of word game, in its ‘many variations, has become a staple in publishing inthe U. S. and in virtually all alphabet-written languages around the world, 2.02. The popular American Crossword Puzzle is generally in the form of a box sectioned by lines into square-grids, a majority of them ‘being open squares in which 1o enter leters. Thes¢ letters form words reading horizontally (ACROSS) and vertically (DOWN) which the solver deduces from definitions supplied. These definitions are num- ‘ered to coincide with numbers placed in consecutive order in key squares within the open boxes. The design is usually composed of squares blacked-out, the diagram, as arule, being diagonally symmet- rical. All the words employed--none (in all except some diagrams) being fewer than three letters each-interlock, horizontally and vet cally, with no single isolated letters, except, again, in some types of puzzles that employ offshoots ofthe widely-accepted format. Words, phrases, abbreviations, and definitions employed in any format are suitable for the audience intended. 2.03. The Board serves asa governing body in any question of au- thorship or copyright--questions of usage or definition~-and in the preparation of archival material attribution (proper credit to editors and constructors for “first-use of new types of definitions and of dia- ‘gramming and of constructing) delineating how the American Cross- moe-proenres- ne en HOEN -TERINES ECRT ‘vost, and Senfor Vice President, or given other tiles as determined by the Board elected, which shall also determine which of the seven ‘members occupy which offices and functions, The first elected Board shall be installed June 21, 1990, following the first general election "upon the nominations to be received by December 21, 1989. (the Boards empowered to conductall affairs of the Crossword Puzzle Academy and its Hall of Fame. (©) the Board may by majority vote expand or reduce its number of members. (© the Board may by majority vote modify any bylaw of the ‘Academy and may also vote to repeal any bylaw and to add new bylaws, (@ the Board shall appoint commities to manage the business of, the Academy, including, but not limited to: Membership Archives Hall of Fame (6) all meetings ofthe Academy, including committee and Board meetings, shall be open, and announced, so far as possible, 0 all ‘members who may wish to attend. 3.03. The founding Board of Governors shall serve from the date of incorporation as a Wisconsin not-for-profit corporation. (a) Offering to serve as Incorporators of this Nonstock Corpora~ tion and listed as Incorporators are: Frances Hansen, Robert Guibert, Maura Jacobson, William Lutwiniak, Eugene T. Male- ‘ska, Stanely Newman, William Shortz, Mel Taub, and Will C, ‘Weng, THE AMERICAN CROSSWORD PUZZLE ACAD- EMY & HALL OF FAME, INC., was registered at 11:35 AM, June 19, 1989, withthe office of Wisconsin Secretary of State. 3,04, Candidates for election o the Board shall be made up ofaslate ‘of names consisting of those members who have volunteered to assist the Academy's immediate and long-range goals by serving on an ‘operating committee. This slate shall be presented to the membership for a vote, with one vote per member, by December 21st of the odd- Licensing Elections Public Relations‘numbered year. A new Board shall be made up of the tap seven (or ‘whatever size the Governors determine the Board shall be) who have ‘earned the larger numbers of votes. Incase of tes in any position, the ‘other Board members considered to be elected by reason of their ma- Jority votes will perforce choose one to be ranked ahead of the other, reducing that candidate to the next position below. Candidates not lected willserveas Committee members, and remain as candidates for ‘the Board. Inthe event ofan opening on the Board at any time during its two-year tenure, the remaining Governors will sclect one from that ‘pool of candidates to bring the Board up to fullsize. Elections by the ‘general membership ofthe Board shal be held following nominations received by December 21st every other year. (@) itis noted that tis date is often the longest night (the shortest day), ofthe year, the winter solstice. (©) sixmonths ater, June 21, generally the longest day ofthe year, the summer solstice (midsummer night's eve), a newly-clected Board is installed. (©)thus the Founding Board serves from the Academy's formation in 1988, and as the Board of Govemors from June 9, 1989, until, June 21, 1990. They will oversee the first elections procedure initiated on December 21, 1989. ARTICLE IV. 4.01. Membership in the Academy is controlled by the Board of Governors. (@) during 1988 individual Board members presented lists of names for consideration, as well as names obiained from other knowledgeable editors. These were combined into one alphabeti- cal list by the Insttor and circulated witha brochure containing @ ‘Membership Enrollment Form. 4002, The Founding Board of Governors establishes an open ‘Academy on the basis that any name submitted by an accomplished, nationally-kmown editor shouldbe an invitation for hat nominee to join the Academy. signature boards designating them tobe "Charter Members" and asked to pay a dues of $10.00 to help defray organizational expenses. Inthe 1989 frst report all members will be asked if there should be a future dues schedule, and if so, how much. 5.08. Net funds beyond a prudent reserve shall be used for cultura, ‘educational, and professional enhancement, and for the advancement ‘of creative literacy skills, promoted by contests, awards, scholarships, ‘and in sponsorship of activities designed to increase the public's reading and vocabulary abilities, and through instruction inthe solving ‘and constructing of word-game puzzles, puzzles, and all powers and ‘activities shall be limited to those stated to be the Academy's purpose. 5.09. The American Crossword Puzzle Academy will seek to carry ‘on its mission of literacy into other countries, with cooperation from ‘other profesionals, in the establishment of an Intemational Crossword Puzzle Academy and Hall of Fame. 5.10, No partof the net earings ofthe American Crossword Puzzle ‘Academy shall inure tothe benefit of, or be distributable to, a private individual, bt the Academy is authorized to provide reasonable com- pensation for services rendered and to make payments and distribu- tions in furtherance of corporate purposes which are necessary, proper, useful, advantageous, and incidental to the stated purposes of the Academy. ‘511, The fiscal year ofthe American Crossword Puzzle Academy coincides with the United States’ calendar year, January 1-December 31 ARTICLE VL 6.01, The American Crossword Puzzle Hall of Fame is an exhibit area located at (structure) (where in structure) (address of strucutre) (Conditions of exhibition) (@)materialsin thisexhibitare prepared from ime to time by mem= bers of the Hall of Fame, and in addition to the display of, ‘appropriate memorabilia from the United States, on view are‘Academy. The Board of Governors will control such elections tomem- bership inthe American Crossword Puzzle Academy’ Hall of Fame. ARTICLE V. 5.01. The American Crossword Puzzle Academy & Hall of Fame, Ine, is incorporated as a Wisconsin not-for-profit corporation under ‘Chapter 181 of the Wisconsin Statues, without stock and not for profit Date: June 9, 1989. 5.02. The American Crossword Puzzle Academy & Hallof Fame is registered with the IRS as exempt from Federal income tax under section 501 (c) (6) tax code as revised Marc, 1986, (Date November 13, 1989.) 5.03. The American Crossword Puzzle Academy & Hall of Fame, Inc, is issued a Federal Employer Identification Number 39-1646278, 5.04, The American Crossword Puzzle Hall of Fame Academy's original delineation and expository material is copyrighted 1/8/87, Reg. TX 2 020 259 by Robert M. Guilber, Sr, who assigns its use to the Academy as agreed between him and the Academy. (@) other logotypes, seals, and imprimaturs developed for Acad- emy use will be copyrighted and TM registered for use by the Academy, 5.05. The American Crossword Puzzle Academy & Hall of Fame, Inc.,intheeventofits dissolution, will deed any and all ofitsremaining, funds, exhibits, memorabilia, files, documents, displays, licensing agreements, monies, and all other materials to the Smithsonian Instia- tion, Washington, D.C. 5.06. The American Crossword Puzzle Academy, Inc. and its Hall ‘of Fame are funded by various means as deemed appropriate by the Board of Govemors. These may or may not include: Licensing agreements Donations from Industry Membership Fee Sales of Items to Members Meetings and Seminars ‘5.07. In 1989, the original istof nominees (4.01) were invited tosign ‘examples of crossword puzzles and archival memorabiha rom every country in every language. () displayed are signature boards, approximately 8.5" X 3.25", showing the signature of Academy members as well as those—in ‘a special area~-of members ofthe Hall of Fame. In some cases, signatures may be facsimiles (and so identified). (© donations of appropriate CWP historical materials may be evaluated by the Board of Governos to seta fair market value if {intended for donation asa charitable contribution, but ineach case the donor must consult hisfher own tax counsel 6.02. Past professionals recognized by the Founding Board of Governors are herein listed to be mounted in a special area, a "Pan- ‘theon” within the Hall of Fame display: (@)IMMORTALS. Aurthur Wynne - Margaret Farrar - Prosper Buranelli - Gregory Hariswick - Jules Atensberg - Harold Bers - Anne Fox ~ Jack Luzzatto (©) FELLOWS. First Fellow Mery Griffin (for "Wheel of For- tune") was inducted December 15, 1988. (© The Board of Governors may at any time by majority voteelect any deceased or living member of the Academy or any other individual to any Hall of Fame category. ARTICLE VI. 7.01. Any individual may nominate any person or himself orherself for membership in the Crossword Puzzle Academy. Any member of the Academy may nominate any other member orhimself orherself for ‘lection to the Crossword Puzzle Hall of Fame. December 21, 1989 “Abad, pred doer, Se