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, [[Directors|director ]] or [[Officers|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|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 2.02. Dues and Assessments. The [[Board|Board of Directors ]] may from time to time fix such dues and assessments as it deems necessary or advisable. Any Member who has not paid such dues or assessments within three (3) months after written notice thereof shall be dropped from the membership roster. Should such person be an [[Officers|Officer ]] of the corporation, elected or appointed, his office shall also terminate and may be filled by the Board of Directors. No dues or assessments shall be required of, or levied against, Honorary Members.
Section 2.03. Reinstatement. Any former member may be permitted to return to membership upon petition and payment of the non-refundable initiation fee and the current year’s obligations, subject to election by the Board of Directors.
==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|Board of Directors]].
Section 3.02. [[Annual Meeting]]. The annual meeting of the corporation shall be held on the 18th day of August in each year at the hour of 10:00 a.m., except that if such day is a legal holiday, the meeting shall be held on the first following business day. At such annual meeting, there shall be elected by ballot of the Members a Board of Directors in accordance with the requirements of Section 4.03 of Article IV of these By-Laws. The Members may also transact such other business of the corporation as may properly come before them.
Section 3.03. Special Meetings. Special meetings may be called by the [[President]], or shall be called by him as directed by a resolution adopted by the Board of Directors, or upon written request signed by at least twenty-five per cent (25%) of the Members. The notice of any special meeting shall state the time and place of such meeting and the purposes thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of eighty per cent (80%) of the Members present.
Section 3.04. Notice of Meetings. It shall be the duty of the [[Secretary ]] to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member of record, at his address as it appears on the membership book of the corporation, or if no such address appears, at his last known place of address, at least ten (10) days but not more than seventy-five (75) days prior to such meeting. The mailing of a notice in the manner provided in this section shall be considered notice served.
Section 3.05. Consent of Absentees. The transactions of any meeting of the Members, however called and noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum, as hereinafter defined, is present in person, and if, either before or after the meeting, four fifths (4/5) of the persons entitled to vote signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 3.09. Voting.
Each Regular and Life Member is entitled to one vote on each matter submitted to a vote of the Members. Voting at duly held meetings shall be by voice vote, except as otherwise expressly provided in these By-Laws. Election of [[Directors]], however, shall be by ballot.
Notwithstanding the provisions of paragraph (a) hereof, any vote, including the election of Directors, may be conducted by mail in such manner as the Board of Directors shall determine.
Section 3.10. Conduct of Meetings.
Meetings of Members shall be presided over by the President of the corporation, or, in his absence, by the [[Vice-President]], or, in the absence of both, by a chairman chosen by a majority of the Members present. The Secretary of the corporation shall act as Secretary of all meetings of Members, provided that in his absence the presiding officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these By-Laws, with the Articles of Incorporation of this corporation, or with law.
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|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 [[Directors|Director ]] as provided in these By-Laws.
Section 4.02. Governing Powers. The Board of Directors shall have all the powers and duties necessary or appropriate for the administration of the affairs of this corporation and may do all such acts and things as are not by law or by the Articles of Incorporation or by these By-Laws directed to be exercised and done by the Members.
Section 4.03. Election and Term of Office. One third (1/3) of the Directors shall be elected at each annual meeting [[Annual Meeting]] as defined in Section 3.02 hereof or by mail in such manner as may be determined by the Board of Directors, and the candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 4.01. Each Director shall hold office for a term of three years and until his successor is elected and qualified.
Section 4.04. Compensation. No compensation shall be paid to Directors for their services or for their service in any other capacity, or pursuant to any other contractual arrangement whatever. Directors may be reimbursed for actual expenses incurred by them in the performance of their duties.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one (1) such meeting shall be held during the fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone, or confirmed email, at least seven (7) days prior to the day named for such meeting.
Special meetings of the Board of Directors may be called by the [[President]], or, if he is absent or is unable or refuses to act, by the [[Vice-President ]] or by any two (2) Directors, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation at the principal office of the corporation. Notice of special meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or confirmed email, at least seven (7) days prior to the day named for such meeting.
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are a valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each of the Directors not present signs a waiver of notice, a consent to holding the meeting, or a approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
All meetings of Directors shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these By-Laws, with the Articles of Incorporation of this corporation, or with law.
Meetings of Directors shall be presided over by the [[Chairman|Chairman of the Board]], if one has been elected, or in his absence by the President of the corporation, or in his absence by the Vice-President, or in the absence of all, by a chairman chosen by a majority of the Directors present. The [[Secretary ]] of the corporation shall act as secretary of the Board of Directors. In case the Secretary is absent from any meeting of Directors, the presiding officer may appoint any person to act as secretary for the meeting.
Quorum. A quorum of the Board of Directors for the transaction of business shall consist of no less than one-third (1/3) of the number of Directors authorized. If at any meeting there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Members of the Board of Directors may grant proxy to other members of the Board of Directors to sit in their place.
Section 4.10. Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
==ARTICLE V — [[Officers|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|Board of Directors]], a [[Chairman|Chairman of the Board]], all of whom must be [[Directors]]. The Board of Directors may also appoint one or more additional Vice-Presidents, [[Assistant Secretary|Assistant Secretaries]], [[Assistant Treasurer|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 5.02. Qualification, Election, and Term of Office. Any Member of the corporation who holds the office of a Director is qualified to be an Officer of the corporation. Officers, other than those appointed pursuant to Section 5.03 or Section 5.05 of this Article, shall be elected annually by the Board of Directors at the first regular meeting of the Board of Directors following the annual election of Directors, and each Officer shall hold office until he resigns or is removed or is otherwise disqualified to serve, or until his successor shall be elected and qualified, whichever comes first.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these By-Laws, or which may be assigned to him from time to time by the Board of Directors.
Section 5.09. Duties of [[Assistant Secretary]]. The Assistant Secretary, if such there be, shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform all the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions on, the Secretary. The Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the Board of Directors or by the Secretary.
Section 5.10. Duties of Treasurer. Subject to the provisions of Article VI of these By-Laws, the Treasurer shall:
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or these By-Laws, or which may be assigned to him from time to time by the Board of Directors.
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 — EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS==
Section 6.01. Execution of Instruments. The [[Board|Board of Directors]], except as otherwise provided in these By-Laws, may by resolution authorize any [[Officers|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 6.02. Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 76.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by the [[President]], the [[Treasurer]], the [[Assistant Secretary]], or the [[Assistant Treasurer]], subject to such policies and restrictions as may be adopted by the Board of Directors or the Treasurer.
Section 6.03. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
==ARTICLE VII — REPORTS==
Section 7.01. Annual Report and Financial Statement. The [[Board|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 VIII — FISCAL YEAR==
By Members. By the vote or written assent of a majority of the Members, or the vote of a majority of a quorum at a meeting duly called and noticed for the purpose in accordance with Section 3.04 hereof.
Section 9.03. Certification and Inspection. The original, or a copy, of the By-Laws as amended or otherwise altered to date, certified by the [[Secretary ]] of the corporation, shall be recorded and kept in a book which shall be kept in the principal office of the corporation, and such book shall be open to inspection by the Members at all reasonable times during office hours.
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