Changes

''As Amended March 20152023''

Section 1.04. Distribution of Assets. No member, [[Directors|director ]] or [[Elected 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.

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 Board of Directors, Any action required or any individual Director, may permitted to be removed from office at any time taken by the vote Board of a majority Directors under any provision of the Members of the corporation. An individual Director law may also be removed by taken without a ¾ vote meeting, if all members of the number Board of Directors shall individually or collectively consent in office at a meeting called for that purposewriting 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 COMMITTEEEXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS==

Section 6.01. DesignationExecution of Instruments. The [[Board|Board of Directors]], except as otherwise provided in these By-Laws, may by resolution adopted by a majority authorize any [[Elected Officers|Officer]] or agent of the entire Board of Directors, may designate not less than three (3) Directors corporation to constitute an Executive Committee. The designation of such Executive Committee, enter into any contract or execute and deliver any instrument in the delegation name of authority herein granted shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed and on it or him by law. No member behalf of the Executive Committeecorporation, so named due to holding any Office, shall continue to and such authority may be a member thereof after he ceases general or confined to hold said officespecific instances. The Board of Directors Unless so authorized, no Officer, agent, or employee shall have the any power at any time or authority to change bind the number of members of the Executive Committee (which shall never be less than three (3)), corporation by any contract or engagement or to fill vacancies thereon, pledge its credit or to change render it liable pecuniarily for any member thereof, to change the functions, purpose or terminate the existence thereofin any amount.

Section 6.02. PowersChecks and Notes. During the intervals between meetings Except as otherwise specifically determined by resolution of the Board of Directors, and subject to such limitations as may be provided in Section 6.01, or as otherwise required by law, these By-Lawschecks, or by resolution of drafts, promissory notes, orders for the Board payment of Directorsmoney, the Executive Committee shall have and may exercise all the authority other evidences of the Board indebtedness of Directors in the management of corporation shall be signed by the business and affairs of [[President]], the corporation[[Treasurer]], except the power to adopt, amend[[Assistant Secretary]], or repeal the By-Laws. The Executive Committee shall make a full report of all actions [[Assistant Treasurer]], subject to the next meeting of such policies and restrictions as may be adopted by the Board of Directorsor the Treasurer.

Section 6.03. MeetingsDeposits. Meetings All funds of the Executive Committee may be held at such time and place as may corporation shall be deposited from time to time determined by to the Executive Committee upon credit of the giving of notice personallycorporation in such banks, or by mailtrust companies, telephone or confirmed email, at least three (3) days prior to other depositories as the date Board of the meeting. At least eleven (11) such meetings shall be scheduled during the fiscal yearDirectors may select.

Section 6.04. QuorumGifts. A majority The Board of Directors may accept on behalf of the Executive Committee shall be necessary to constitute a quorum corporation any contribution, gift, bequest, or devise for the transaction of general purposes or for any business, and any act of the majority of the members present at such meeting at which a quorum is present shall be the act of the Executive Committee. Members of the Executive Committee may grant proxy to other members special purpose of the Executive Committee to sit in their placecorporation.

Section 67.0601. VacanciesAnnual Report and Financial Statement. Vacancies on the Executive Committee The [[Board|Board of Directors]] may be filled provide for the unexpired portion 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 term in corporation’s activities for the same manner preceding year and activities projected for the forthcoming years; the financial statement shall consist of a balance sheet as provided in of the case close of original appointmentsbusiness 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 VII VIII — EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDSFISCAL YEAR==

Section 78.01. Execution of InstrumentsFiscal Year. The Board of Directors, except as otherwise provided in these By-Laws, may by resolution authorize any Officer or agent fiscal year of the corporation to enter into any contract or execute and deliver any instrument in shall begin on the name 1st day of January and end on behalf the 31st day 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 December in any amounteach year.

Section 79.0301. DepositsEffective Date. All funds of the corporation These By-Laws shall be deposited from time to time become effective immediately on their adoption. Amendments to these By-Laws shall become effective immediately on their adoption unless the credit Board of the corporation Directors or Members, in such banksadopting them as hereinafter provided, trust companies, or other depositories as the Board of Directors may selectprovide that they are to become effective at a later date.

Section 79.0402. GiftsAmendment. The Board of Directors may accept on behalf Subject to any provision of law applicable to the corporation any contributionamendment of By-Laws of nonprofit corporations, gift, bequestthese By-Laws, or devise for the general purposes or for any special purpose of the corporation.them, may be altered, amended, or repealed and new By-Laws adopted, as follows:

<ol type==ARTICLE VIII — REPORTS=="a"> <li>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.</li>

Section 8 <li>By Members.01. Annual Report and Financial Statement. The Board of Directors may provide for By the preparation and submission to the Members a vote or written annual report including assent of a financial statement. Such report, if required by majority of the Board of DirectorsMembers, shall summarize or the corporation’s activities for the preceding year and activities projected for the forthcoming years; the financial statement shall consist vote of a balance sheet as majority of the close of business of the corporation’s fiscal year, contain a summary of receipts quorum at a meeting duly called and disbursements, be prepared noticed for the purpose in such manner and form as is sanctioned by sound accounting practices, and be certified by the President, Secretary, Treasurer, or a public accountantaccordance with Section 3.04 hereof.</li></ol>

==ARTICLE X — BY-LAWS==---