By-Laws of The Augustan Society, Inc.

As Amended October 2015

 

ARTICLE I — NAME AND LOCATION OF CORPORATION

Section 1.01. Name. The name of the corporation is: THE AUGUSTAN SOCIETY.

Section 1.02. Principal Office. The principal office of the corporation shall be located at 12716 Newfield Drive, Orlando, Florida 32837. The Board of Directors is hereby granted full power and authority to change the principal office from this location to another location within the same or an adjacent county.

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, director or 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 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 (3) classes of membership as follows: (1) Regular Members; (2) Honorary Members; and (3) Life Members. Regular and Life Members have the voting rights specified in Section 3.09 hereof. Honorary Members have no voting rights. 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.

Section 2.02. Dues and Assessments. The 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 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.

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 2.04. Removal of Members. Members who join or rejoin after September 2012 may be removed from membership by a unanimous vote of the Board of Directors for conduct detrimental to the Society or its reputation.

ARTICLE III — MEETINGS OF 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 of Directors.

Section 3.02. Annual Meeting. The annual meeting of the corporation shall be held on the 18th day 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 day. 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.

Section 3.05. Consent of Absentees. The transactions of any meeting of the Members, however called and noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum, as hereinafter defined, is present in person, and if, either before or after the meeting, four fifths (4/5) of the persons entitled to vote signs a written waiver of notice, or a consent to the holding of the meeting, or an 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.

Section 3.06. Quorum. A quorum shall consist of ten per cent (10%) of the voting Members present in person.

Section 3.07. Adjourned Meetings. If any meeting of the membership cannot be organized because a quorum is not present, the Members who are present may, except as otherwise provided by law, adjourn the meeting to a time not less than twenty-four (24) hours from the time the original meeting was called.

Section 3.08. Loss of Quorum. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum.

Section 3.09. Voting.

  1. 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.
  2. Notwithstanding the provisions of paragraph (a) hereof, any vote, including the election of Directors, may be conducted by mail in such manner as the Board of Directors shall determine.
  3. Members shall not be permitted to vote or act by proxy.

Section 3.10. Conduct of Meetings.

  1. 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.
  2. Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these By-Laws, with the Articles of Incorporation of this corporation, or with law.

Section 3.11. Written Consents. Whenever the law, the Articles of Incorporation of this corporation, or these By-Laws authorize Members to give their written assent or consent to action of the corporation in lieu of attending and voting at duly held meetings, such written consents may be given by, and shall be accepted from, persons who are Members, as shown by the books of the corporation, at the time their consents are given. Any Member giving a written consent may revoke the consent prior to the time that written consents of the number required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter.

Section 3.12. Action Without Meeting. Any action which may be taken at a meeting of Members may be taken without a meeting if authorized by a writing signed by four-fifths (4/5) of all Members who would be entitled to vote on such action at a meeting and filed with the Secretary of the corporation, except as otherwise expressly provided in these By-Laws.

ARTICLE IV — 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 (9) 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 Member who has paid his current dues is qualified to be elected a 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.

Section 4.03. Election and Term of Office. 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 be determined by the Board of Directors, and the candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on 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 of three years and until his successor is elected and qualified.

Section 4.04. 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 4.05. Meetings.

  1. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one (1) such meeting shall be held during the fiscal year. Notice of regular 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.
  2. 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.
  3. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are a 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.
  4. 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.
  5. All meetings of Directors shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these By-Laws, with the Articles of Incorporation of this corporation, or with law.
  6. Meetings of Directors shall be presided over by the 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.
  7. 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.

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 4.07. Action by Unanimous Written Consent Without Meetings. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of 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 of the Board of Directors. Such action by written consent shall have 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 of the Board of Directors without a meeting and that the By-Laws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

Section 4.08. 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 ¾ vote 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.

  1. Vacancies in the Board of Directors shall exist (1) on the death, resignation, or removal of any Director; (2) whenever the number of Directors authorized is increased; and (3) on failure of the Members in any election to elect the full number of Directors authorized.
  2. Vacancies caused by the death, resignation, or disability of a Director or Directors, or by his or their removal as provided in these By-Law, or by an amendment of these By-laws increasing the number of Directors authorized shall be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.
  3. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, either the Board of Directors or the Members of the corporation may elect a successor to take office when the resignation becomes effective.
  4. A majority of the Members of the corporation may elect a Director at any time to fill any vacancy not filled by the Directors as provided in paragraphs (b) and (c) of this section. Should the offices of all Directors become vacant and there is consequently no Director left to fill vacancies, the vacancies shall be filled by a majority of the Members of the corporation at a regular or special meeting called for that purpose whether or not a quorum is present.
  5. A person elected Director to fill a vacancy as in this section provided shall hold office for the unexpired term of his predecessor, or until his removal or resignation as in these By-Laws provided.

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 — 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 of Directors, a Chairman of the Board, all of whom must be Directors. The Board of Directors may also appoint one or more additional Vice-Presidents, Assistant Secretaries, 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 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 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 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 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 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 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 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:

  1. 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.
  2. Keep at the principal office of the corporation or at such other place as the Board of Directors may order, a book of 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.
  3. See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law.
  4. Be custodian of the records and of the seal of the 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.
  5. Keep at the principal office of the corporation a 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.
  6. 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 book, and the minutes of the proceedings of the Directors and of the Members of the corporation.
  7. 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.
  8. 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.

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 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:

  1. 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 of Directors.
  2. Receive, and give receipt for, moneys due and payable to the corporation from any source whatever.
  3. Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
  4. Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
  5. Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his agent or attorney, on request therefor.
  6. 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.
  7. 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.
  8. Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to Members.
  9. If required by the Board of Directors, 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.
  10. 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 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 of Directors, except as otherwise provided in these By-Laws, may by resolution authorize any 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 6.03. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 6.04. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

ARTICLE VII — REPORTS

Section 7.01. Annual Report and Financial Statement. The Board of Directors may provide for the 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 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 as is sanctioned by sound accounting practices, and be certified by the President, Secretary, Treasurer, or a public accountant.

ARTICLE VIII — FISCAL YEAR

Section 8.01. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE IX — BY-LAWS

Section 9.01. Effective Date. These By-Laws shall become effective immediately on their adoption. Amendments to these By-Laws shall become effective immediately on their adoption unless the Board of Directors or Members, in adopting them as hereinafter provided, provide that they are to become effective at a later date.

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:

  1. 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.
  2. 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.

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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