Changes

''As Amended September 2012March 2023''

Section 2.01. Classes of Membership and Rights. The corporation shall have three four (34) classes of membership as follows: (1) Regular Members; (2) Student Members; (3) Honorary Members; and (34) Life Members. Regular and Life Members have the voting rights specified in Section 3.09 hereof. Student Members and Honorary Members have no voting rightsand may not hold elected office. 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. Student Membership is required of individuals under the age of 18, and is available to older individuals who are verified to be pursuing higher education full time.

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 [[Elected 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. Student Members pay one-half (½) the dues of Regular 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 second Saturday 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 dayEastern Time. 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.

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.

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.

==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 seven (97) 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 Life or Regular or Member who has paid his current dues is qualified to be elected a Director as provided in these By-Laws.

Section 4.03. Executive CommitteeElection and Term of Office. The Board One third (1/3) of the Directors shall be elected at each [[Annual Meeting]] as defined in Section 3.02 hereof or by mail in such manner as may appoint an Executive Committee and other committees and may delegate to the Executive Committee any of the powers and authority of be determined by the Board of Directors in , and the candidates receiving the management highest number of votes up to the business and affairs number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the corporationnumber of terms they may serve, except the power provided they continue to adopt, amend, or repeal meet the By-Lawsqualifications required by Section 4. The Executive Committee 01. Each Director shall be composed hold office for a term of not less than three (3) Directorsyears and until his successor is elected and qualified.

Section 4.04. Election and Term of OfficeCompensation. One third (1/3) of the Directors No compensation shall be elected at each annual meeting as defined in Section 3.02 hereof paid to Directors for their services or by mail for their service in such manner as may be determined by the Board of Directorsany other capacity, and the candidates receiving the highest number of votes up or pursuant to the number of Directors to be elected are electedany other contractual arrangement whatever. Directors shall may be eligible reimbursed for reelection without limitation on actual expenses incurred by them in 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 performance of three years and until his successor is elected and qualifiedtheir duties.

Section 4.05. 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. Section 4.06. Meetings.

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 as 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.

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.

Section 4.07. Majority Action as Board Action. Every act Proxies may be in writing or decision done or made electronic, and must be submitted in accordance with the policies adopted by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the law, the Articles of Incorporation of this corporation, or these By-Laws require a greater number.

Section 4.0806. Majority Action as Board Action by Unanimous Written Consent Without Meetings. Any action required Every act or permitted to be taken decision done or made by a majority of the Board of Directors under any provision of law may be taken without present at a meeting, if all members of duly held at which a quorum is present is the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings act of the Board of Directors. Such action by written consent shall have , unless the same force and effect as the unanimous vote of such Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that , the action was taken by unanimous written consent Articles of the Board Incorporation of Directors without a meeting and that the this corporation, or these By-Laws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authorityrequire a greater number.

Section 4.0907. Removal of DirectorsAction by Unanimous Written Consent Without Meetings. The entire Any action required or permitted to be taken by the Board of Directors, or under any individual Director, provision of law may be removed from office at any time by the vote of taken without a majority meeting, if all members of the Members Board of the corporationDirectors shall individually or collectively consent in writing to such action. If any Such written consent or all Directors are so removed, new Directors may consents shall be elected at filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same meeting force and they shall hold office for effect as the remainder unanimous vote of such Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the terms action was taken by unanimous written consent of the removed Board of Directors. If new Directors are not elected at such without a meeting, and that the vacancy or vacancies created by their removal By-Laws of this corporation authorize the Directors to so act, and such statement shall be filled as provided in Section 4.10 hereofprima facie evidence of such authority.

Section 4.1008. Removal of Directors. The entire Board of Directors, or any individual Director, may be removed from office at any time by the vote of a majority of the Members of the corporation. An individual Director may also be removed by a vote of three-quarters (3/4) of the number of Directors in office at a meeting called for that purpose. If any or all Directors are so removed, new Directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed Directors. If new Directors are not elected at such meeting, the vacancy or vacancies created by their removal shall be filled as provided in Section 4.09 hereof. Section 4.09. Vacancies.

Section 4.1110. Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

==ARTICLE V — [[Elected 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 [[Directors|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|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.

Section 5.03. Appointed Officers. The [[Board|Board of Directors ]] may appoint such other Officers or agents as it may deem desirable, and such Officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. The Board of Directors may appoint to such offices Members who are not [[Directors]].

Section 5.04. Removal and Resignation. Any Officer may be removed, either with or without cause, by a majority of the [[Directors ]] at the time in office, at any regular or special meeting of the [[Board|Board of Directors]], and such Officer shall be removed should he cease to be qualified for the office as herein required. Any Officer may resign at any time by giving written notice to the Board of Directors or to the [[President ]] or [[Secretary ]] of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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|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 | 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|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:

<ol type="a"><li>Certify and keep at the principal office of the corporation the original, or a copy of, these [[By-Laws ]] as amended or otherwise altered to date.</li>

<li>Keep at the principal office of the corporation or at such other place as the [[Board|Board of Directors ]] may order, a book of minutes [[Minutes]] of all meetings of the [[Directors ]] and Members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at the meetings of Directors, the number of Members present at meetings of Members, and the proceedings thereof.</li>

<li>See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law.</li>

<li>Be custodian of the records and of the seal [[Seal of the corporation Corporation]] and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these By-Laws.</li>

<li>Keep at the principal office of the corporation a membership book [[Membership Book]] containing the name and address of each Member, and, in any case where membership has been terminated, he shall record such fact in the book together with the date on which the membership ceased, and the reason, where known.</li>

Exhibit <li>Keep at all reasonable times to any Director the principal office of the corporationa Roster of members and former members containing their name, or to his agent or attorneylast known address, on request thereforother contact information, the Byrecognized honors, memberships in sub-Laws, the membership bookgroups, and the minutes of the proceedings of the Directors and of the Members of the corporationsuch other data as may be felt useful.</li>

<li>Exhibit at all reasonable times to any MemberDirector of the corporation, or to his agent or attorney, on written demand request therefor for a purpose reasonably related to the interests of such Member, the By-Laws , the Membership Book, and the minutes Minutes of meetings the proceedings of the Directors or of the Members, and shall exhibit said records at any time when requested by the demand of ten per cent (10%) or more of the Members of the corporation.</li>

In general, perform <li>Exhibit at all duties incident reasonable times to any Member, or to his agent or attorney, on written demand therefor for a purpose reasonably related to the office interests of Secretary and such other duties as may be required by lawMember, by the Articles of Incorporation of this corporation, or by these By-Laws, and the minutes of meetings of the Directors or which may be assigned to him from time to of the Members, and shall exhibit said records at any time when requested by the Board demand of Directorsten per cent (10%) or more of the Members of the corporation.</li>

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<li>In general, perform all duties incident to the duties office of the Secretary andsuch other duties as may be required by law, when so acting, shall have all by the powers Articles ofIncorporation of this corporation, or by these By-Laws, and or which may be subject assigned to all the restrictions on, the Secretary. The Assistant Secretary shall perform such other duties as him from time to time may be assigned to him by the Board of Directors or by the Secretary.</li></ol>

Section 5.1009. Duties of Treasurer[[Assistant Secretary]]. Subject 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 provisions duties of Article VI the Secretary and, when so acting, shall have all the powers of these By-Laws, and be subject to all the Treasurer 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|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: Have charge and custody of and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the [[Board|Board of Directors]].

Render to the [[President ]] and [[Directors]], whenever he or they request it, an account of any or all of his transactions as Treasurer and of the financial condition of the corporation.

Section 5.11. Duties of [[Assistant Treasurer]]. If required by the [[Board|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 6.02. Powers. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be provided by law, these By-Laws, or by resolution of the Board of Directors, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of the business and affairs of the corporation, except the power to adopt, amend, or repeal the By-Laws. The Executive Committee shall make a full report of all actions to the next meeting of the Board of Directors.

Section 6.03. Meetings. Meetings of the Executive Committee may be held at such time and place as may be from time to time determined by the Executive Committee upon the giving of notice personally==ARTICLE VI — EXECUTION OF INSTRUMENTS, or by mailDEPOSITS, telephone or confirmed email, at least three (3) days prior to the date of the meeting. At least eleven (11) such meetings shall be scheduled during the fiscal year.AND FUNDS==

Section 6.0401. QuorumExecution of Instruments. A majority The [[Board|Board of Directors]], except as otherwise provided in these By-Laws, may by resolution authorize any [[Elected Officers|Officer]] or agent of the Executive Committee shall be necessary corporation to constitute a quorum for the transaction of enter into any business, contract or execute and deliver any act of instrument in the majority name of and on behalf of the members present at corporation, and such meeting at which a quorum is present shall authority may be the act of the Executive Committeegeneral or confined to specific instances. Members of the Executive Committee may grant proxy Unless so authorized, no Officer, agent, or employee shall have any power or authority to other members of bind the Executive Committee corporation by any contract or engagement or to sit pledge its credit or to render it liable pecuniarily for any purpose or in their placeany amount.

Section 6.0502. Terms of Office. The Chairman Checks and each member Notes. Except as otherwise specifically determined by resolution of the Executive Committee shall serve until the next annual election Board of Directors and until his successor is appointed, or until such Executive Committee is sooner terminatedas provided in Section 6.01, or until he is removed as a Director or Officer otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporationshall be signed by the [[President]], or until his membership in the corporation terminates[[Treasurer]], the [[Assistant Secretary]], or until he shall otherwise cease the [[Assistant Treasurer]], subject to qualify such policies and restrictions as a chairman or Member, as the case may be, adopted by the Board of Directors or the Committee, whichever occurs firstTreasurer.

Section 6.0603. VacanciesDeposits. Vacancies on All funds of the Executive Committee may corporation shall be filled for deposited from time to time to the unexpired portion credit of the term corporation in the same manner such banks, trust companies, or other depositories as provided in the case Board of original appointmentsDirectors may select.

==ARTICLE VII — EXECUTION OF INSTRUMENTSSection 6.04. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, DEPOSITSgift, AND FUNDS==bequest, or devise for the general purposes or for any special purpose of the corporation.

Section 7.0201. Checks Annual Report and NotesFinancial Statement. Except as otherwise specifically determined by resolution of the The [[Board|Board of Directors, as provided in Section 7]] may provide for the preparation and submission to the Members a written annual report including a financial statement.01Such report, or as otherwise if required by lawthe Board of Directors, checks, drafts, promissory notes, orders shall summarize the corporation’s activities for the payment of money, preceding year and other evidences activities projected for the forthcoming years; the financial statement shall consist of a balance sheet as of the close of indebtedness business of the corporation shall corporation’s fiscal year, contain a summary of receipts and disbursements, be signed prepared in such manner and form as is sanctioned by sound accounting practices, and be certified 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 Treasurera public accountant.

Section 78.0401. GiftsFiscal Year. The Board of Directors may accept on behalf fiscal year of the corporation any contribution, gift, bequest, or devise for shall begin on the general purposes or for any special purpose 1st day of January and end on the corporation31st day of December in each year.

==ARTICLE VIII IX — REPORTSBY-LAWS==

Section 89.01. Annual Report and Financial StatementEffective Date. The Board of Directors may provide for the preparation and submission These By-Laws shall become effective immediately on their adoption. Amendments to the Members a written annual report including a financial statement. Such report, if required by these By-Laws shall become effective immediately on their adoption unless the Board of Directorsor Members, 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 adopting them as is sanctioned by sound accounting practiceshereinafter provided, and be certified by the President, Secretary, Treasurer, or provide that they are to become effective at a public accountantlater date.

Section 9<ol type="a"> <li>By Directors.01. Fiscal Year. The fiscal year Subject to the power of the corporation shall begin on Members to change or repeal them, by the 1st day vote of January a majority of Directors present at any special or regular meeting of Directors at which a quorum is present, provided that written notice of such meeting and end on of the intention to change the By-Laws thereat is delivered to each Director at least seven (7) days prior to the 31st day date of December such meeting, or by the written consent of four-fifths (4/5) of the Directors without a meeting, provided that a By-Law fixing or changing the number of Directors may not be adopted, amended, or repealed except as provided in each yearparagraph (b) hereof.</li>

Section 109.0103. Effective DateCertification and Inspection. These The original, or a copy, of the By-Laws shall become effective immediately on their adoption. Amendments as amended or otherwise altered to these By-Laws shall become effective immediately on their adoption unless date, certified by the Board [[Secretary]] of Directors or Membersthe corporation, shall be recorded and kept in adopting them as hereinafter provideda book which shall be kept in the principal office of the corporation, provide that they are and such book shall be open to become effective inspection by the Members at a later dateall reasonable times during office hours.

By Directors. Subject to the power of the Members to change or repeal them, by the vote of a majority of Directors present at any special or regular meeting of Directors at which a quorum is present, provided that written notice of such meeting and of the intention to change the By-Laws thereat is delivered to each Director at least seven (7) days prior to the date of such meeting, or by the written consent of four-fifths (4/5) of the Directors without a meeting, provided that a By-Law fixing or changing the number of Directors may not be adopted, amended, or repealed except as provided in paragraph (b) hereof.-

Section 10.03. Certification and Inspection. The original, or a copy, of the *[[By-Laws as amended or otherwise altered and other Rules|back to date, certified by the Secretary of the corporation, shall be recorded By-Laws and kept in a book which shall be kept in the principal office of the corporation, and such book shall be open other Rules]]*[[Administration|back to Administration]]*[[Main Page|back to inspection by the Members at all reasonable times during office hours.Main Page]]