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