'''By-Laws of The Augustan Society, Inc.'''
''As Amended October 2021March 2023''
==ARTICLE I — NAME AND LOCATION OF CORPORATION==
==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 seven (7) 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.
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 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.