'''By-Laws of The Augustan Society, Inc.'''
''As Amended September 2012March 2015'' ==ARTICLE I — NAME AND LOCATION OF CORPORATION==
Section 1.01. Name. The name of the corporation is: THE AUGUSTAN SOCIETY.
Section 1.03. Seal. The seal of the corporation shall be in the form of a circle and shall bear the name of the corporation, the year of it’s incorporation, the arms of the Society, and the words “Semper Augustus”.
Section 1.04. Distribution of Assets. No member, director or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation, or the winding up of its affairs. Upon such dissolution or winding up, all remaining assets of the corporation, after payment of or provision for all corporate debts and obligations, shall be distributed by the board of directors for substantially similar uses and purposes to an organization that then qualifies for exemption under the provisions of Section 501(c)(3) of the Code, or subsequent revisions of such. ==ARTICLE II — MEMBERSHIP==
Section 2.01. Classes of Membership and Rights. The corporation shall have three (3) classes of membership as follows: (1) Regular Members; (2) Honorary Members; and (3) Life Members. Regular and Life Members have the voting rights specified in Section 3.09 hereof. Honorary Members have no voting rights. In all other respects, the rights, interests, and privileges of each Member, regardless of his classification in the corporation are equal. No Member shall hold more than one (1) membership in the corporation.
Section 2.04. Removal of Members. Members who join or rejoin after September 2012 may be removed from membership by a unanimous vote of the Board of Directors for conduct detrimental to the Society or its reputation.
==ARTICLE III — MEETINGS OF MEMBERS==
Section 3.01. Place. Meetings of Members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.
Section 3.12. Action Without Meeting. Any action which may be taken at a meeting of Members may be taken without a meeting if authorized by a writing signed by four-fifths (4/5) of all Members who would be entitled to vote on such action at a meeting and filed with the Secretary of the corporation, except as otherwise expressly provided in these By-Laws.
==ARTICLE IV — BOARD OF DIRECTORS==
Section 4.01. Number and Qualifications. The affairs of the corporation shall be governed by a Board of Directors composed of nine (9) members, or such other number as from time to time may be determined by a majority of the Members entitled to vote or a four-fifths (4/5) vote of the members of the Board of Directors. Any Member who has paid his current dues is qualified to be elected a Director as provided in these By-Laws.
Section 4.11. Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
==ARTICLE V — OFFICERS==
Section 5.01. Number and Titles. The Officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, all of whom must be Directors. The Board of Directors may also appoint one or more additional Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices, except those of President and Secretary.
Section 5.06. Duties of President. The President shall be the chief executive officer of the corporation and shall in general, subject to the control of the Board of Directors, supervise and control the affairs of the corporation. He shall perform all duties incident to his office and such other duties as may be required by law or by these By-Laws, or which may be prescribed from time to time by the Board of Directors. He shall preside at all meetings of the Members and of the Board of Directors, unless the Board of Directors has elected a Chairman of the Board who would then preside over meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these By-Laws, he shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. He shall also, ex officio, be a member of all standing committees of the corporation.
Section 5.07. Duties of Vice-President. In the absence of the President, or in the event of his inability or refusal to act, the Vice-President, or where more than one: the Vice-Presidents, in order of their rank as fixed by the Board of Directors, or, if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. In the event the office of President becomes vacant for any reason, the Vice-President shall automatically succeed to that office. The Vice-President(s) shall have such other powers and perform such other duties a may be prescribed by law, by the Articles of Incorporation, or by these By-Laws, or as may be prescribed by the Board of Directors.
Section 5.08. Duties of Secretary. The Secretary shall:
Section 5.11. Duties of Assistant Treasurer. If required by the Board of Directors, the Assistant Treasurer, if any there be, shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall, in general, perform such duties as shall be assigned to him, from time to time, by the Treasurer or by the Board of Directors.
==ARTICLE VI — EXECUTIVE COMMITTEE==
Section 6.01. Designation. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate not less than three (3) Directors to constitute an Executive Committee. The designation of such Executive Committee, and the delegation of authority herein granted shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed on it or him by law. No member of the Executive Committee, so named due to holding any Office, shall continue to be a member thereof after he ceases to hold said office. The Board of Directors shall have the power at any time to change the number of members of the Executive Committee (which shall never be less than three (3)), to fill vacancies thereon, to change any member thereof, to change the functions, or terminate the existence thereof.
Section 6.06. Vacancies. Vacancies on the Executive Committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original appointments.
==ARTICLE VII — EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS==
Section 7.01. Execution of Instruments. The Board of Directors, except as otherwise provided in these By-Laws, may by resolution authorize any Officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 7.04. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
==ARTICLE VIII — REPORTS==
Section 8.01. Annual Report and Financial Statement. The Board of Directors may provide for the preparation and submission to the Members a written annual report including a financial statement. Such report, if required by the Board of Directors, shall summarize the corporation’s activities for the preceding year and activities projected for the forthcoming years; the financial statement shall consist of a balance sheet as of the close of business of the corporation’s fiscal year, contain a summary of receipts and disbursements, be prepared in such manner and form as is sanctioned by sound accounting practices, and be certified by the President, Secretary, Treasurer, or a public accountant.
==ARTICLE IX — FISCAL YEAR==
Section 9.01. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
==ARTICLE X — BY-LAWS==
Section 10.01. Effective Date. These By-Laws shall become effective immediately on their adoption. Amendments to these By-Laws shall become effective immediately on their adoption unless the Board of Directors or Members, in adopting them as hereinafter provided, provide that they are to become effective at a later date.