SS Jan. 21-27 2763 Item III

Senate session 21-27 Jan. 2010 cc - item III, detail

Item III – Information on the writing of by-laws for NR Inc. non profit making corporation

(information point for discussion; no vote)

One of our top priorities, this year, is to secure the 'legal window' of our Republic, the non profit making corporation (abbreviated hereunder as “nmpc”) called NR Inc., and which has been incorporated eleven years ago in the United States of America state of Maine.

For, even if every one may have an opinion on which might be the best place for this corporation and if, in an ideal goal, we should not have Nova Roma back to... Roma, we must deal with our current reality. And here, we cannot but state that, since 12 years, we have not found time enough to repair the initial forgetting that, probably moved by their enthusiasm, our founders have made when they created what is now NR Inc. without bylaws.

You may find the initial decision of this creation in our Senate session tables, at:
http://www.novaroma.org/nr/Session_I_17-21_March_2751

Last year, sometimes tense debates have shown that such documents, along with a working of NR Inc. which fits the legal provisions of Maine and U.S. Law, specially in terms of regular meetings, adoption of the budgets and reporting, are necessary.

For as long as we keep our Roman society activity in the frame of an nmpc, we need to have decent by-laws and, would I say, first, to have by-laws. Such a document, beyond the ordinary provisions, helps every association to well define its goals and how it works, meets, and the duties of its members towards the organization. It is, legally, the contract that binds each of its members to the organization and between them. As long as this document respects the incorporation State or country law, whose principles are generally the same ones in all Western current countries, the by-laws, as the contract binding all the members is, as say the lawyers, “their law” and must be respected by every one. National courts, in every Western countries, guarantee such a respect.

The interest of adopting new by-laws is therefore a capital point: it will give us a contractual and legal frame which will provide outside institutions a general document on who we are and how we work. This is the first brick for a recognition of our seriousness. Naturally, in order that such a document may reach its goal and that the legitimate wish that NR Inc. as a whole, but also its Board – this Senate – and its officers – the main magistrates, be legally protected as well as possible, we will need to issue by-laws which will probably count a dozen of articles whose some paragraphs will need a more attentive work than other ones, or any ordinary clause of an average association.

Our proposal is therefore to work through several steps on these by-laws:

• an initial working group composed by both consuls and by Gn. Equitius Marinus, M. Moravius Piscinus Horatianus and Eq. Iunia Laeca, will issue, on my initial input, a first pre-draft. This composition has been chosen to offer, in a small group more easy to work inside, a various set of skills and cultural approaches. The group has already begun to work;
• this pre-draft will be then sent, for reactions, amendments, etc., to:
  • the magistrates and main officers;
  • the Opposition through Censorius Ti. Galerius Paulinus and Sen. G. Equitius Cato, who were last year candidates for consuls:
  • this senate through its committees for preliminary consultation, for the matter will need being presented to our whole membership for approval.
• At this last step, we consuls would introduce a proposal, towards the Comitia centuriata, to withdraw, from our constitution, the paragraph I.C which provides that our constitution shall serve as the bylaws for Nova Roma. This way, we would have two separate documents: bylaws, conform to the incorporation law, and our constitution, which would go on ruling on the whole Roman State activity that we have decided to have reborn, twelve years ago.

Ideally, in function of the time that every involved person will be able to give to this work, the sending to the magistrates and officers may be possible for the first part of next March, so that the Opposition may receive the amended pre-draft in the second part of March. The committees may be seized in April for a senate plenary session at the end of April or at the beginning of May, for a convocation of the whole membership and of the comitia centuriata at the beginning of June. This way, we would have ended this important work before the Ludi Apollinares.

This work will take in consideration every one's contributions, specially the contributions that some senators have already brought. I think to G. Equitius Cato's seven articles draft or this other interesting reflection of Gn. Iulius Caesar on the proposal of creating two structures, a nmpc and a private one just comprising the senate.

Thanks, senators, giving us your advice.

P. Memmius Albucius
consul