'''By-Laws of The Augustan Society, Inc.'''
''As Amended March 20152023''
==ARTICLE I — NAME AND LOCATION OF CORPORATION==
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 [[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.
==ARTICLE II — MEMBERSHIP==
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 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.
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.
==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 [[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.
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.
Except as otherwise expressly provided in these By-Laws, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
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.
Proxies may be in writing or electronic, and must be submitted in accordance with the policies adopted by the Board.
Section 4.06. Majority Action as Board Action. Every act or decision done or made 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 4.10. 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>
<li>Keep at the principal office of the corporation a Roster of members and former members containing their name, last known address, other contact information, recognized honors, memberships in sub-groups, and such other data as may be felt useful.</li> <li>Exhibit at all reasonable times to any Director of the corporation, or to his agent or attorney, on request therefor, the By-Laws, the membership bookMembership Book, and the minutes Minutes of the proceedings of the Directors and of the Members of the corporation.</li>
<li>Exhibit at all reasonable times to any Member, or to his agent or attorney, on written demand therefor for a purpose reasonably related to the interests of such Member, the By-Laws and the minutes of meetings 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>
<li>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.</li>
</ol>
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|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]].
Receive, and give receipt for, moneys due and payable to the corporation from any source whatever.
Exhibit at all reasonable times to any Member, his agent or attorney, on written demand therefor for a purpose reasonably related to the interests of such Member, the books of account and financial records of the corporation, and shall exhibit said records at any time when required by the demand of ten per cent (10%) or more of the Members of the corporation.
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.
Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to Members.
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|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 [[Elected 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 6.01, 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 9.02. Amendment. Subject to any provision of law applicable to the amendment of By-Laws of nonprofit corporations, these By-Laws, or any of them, may be altered, amended, or repealed and new By-Laws adopted, as follows:
<ol type="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>
<li>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.</li></ol>
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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