The By-laws of the
Historical Miniatures Gaming Society
GREAT LAKES Chapter
Section 1. Principal Office. The principal office of the Corporation shall be located at the residence of a member of the Board of Directors residing in the State of Ohio.
Section 2. Other Offices. The Corporation may also have an office or officers either within or without the State of Ohio as the business of the Corporation may require and the Board of Directors may from time to time appoint
The purpose of the Corporation is exclusively for educational and charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and the running of educational programs promoting historical gaming and military history. The Corporation shall not be operated for profit and no part of its net earnings shall inure to the benefit of any of its officers or members or of any private individual. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation; and the Corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. In furtherance of its purposes the Corporation shall serve as a fund raising vehicle enabling the public-at-large to make gifts commensurate with their concern for the promotion of education and development of historical gaming and military history.
The Corporation has a racially non-discriminatory policy towards members and does not discriminate against applicants on the basis of race, color, sex and national or ethnic origin.
To fulfill its purposes and goals, the Corporation will solicit donations and contributions from the general public. The Corporation will receive and administer funds for such charitable and educational purposes such as providing members and the public-at-large with educational demonstrations, seminars and conventions devoted to the various aspects of historical gaming and military history.
Section 1. (a) The person signing the Certificate of Incorporation as Incorporator shall be the first member of the Corporation, unless he shall have resigned as such member or unless membership shall otherwise have been terminated. Therefore, the eligibility and qualifications for membership, and the manner of admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation or by such rules and regulations as may be prescribed b the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the By-Laws of the Corporation, and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and number of imposing the collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter be provided, the rights, liabilities and other incidents of membership.
(b) The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, dissolution or liquidation of the Corporation.
Section 1. (a) The Annual Meeting of the Members of the Corporation shall be held on such a date or dates as shall be fixed from time to time by the Board of Directors of the Corporation. The first Annual Meeting shall be held on a date not more than twelve (12) months following the preceding Annual Meeting. Special Meetings of members may be held on such a date or dates as may be fixed by the Board of Directors from time to time and by the members on such date or dates as shall be permitted by law.
(b) Any Annual or Special Meeting of Members may be held at such place within or without the state as the Board of Directors or the Corporation may from time to time fix. In the event the Board of Directors shall fail to fix such place or time, or in the event Members are entitled to call or convene a Special Meeting in accordance with law, then, in such event, such meeting shall be held at the principal office of the Corporation.
(c) Annual or Special Meetings of Members may be called by the Board of Directors or by any officer of the Corporation instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a meeting, and shall be called by the Secretary on behalf of the Members, when required to do so by law.
(d) Written notice stating the place, day and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the election of directors and for the transaction of such other business as may properly come from the meeting. Notices of Special Meetings shall state the purpose or purposes for which the meeting is called. During any Special Meeting only the business stated in the Notice of Meeting may be transacted thereat. Notice of Meeting shall be given either personally or by first class mail not less than ten (10) days nor more than fifty (50) days before the date of the meeting, to each member at his address recorded on the records of the Corporation, or at such other address which the member may have furnished in writing to the Secretary of the Corporation. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of members may be adjourned from time to time. In such event, it shall be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting given at the meeting so adjourned. In the event the Board of Directors fixes a new record date for the adjourned meeting, a new notice shall be given, in the same manner as herein provided. No notice need be given to any member who executes and delivers a Waiver of Notice before or after the meeting. The attendance of a member in person or by proxy at the meeting without protesting the lack of notice of a meeting, shall constitute a waiver of notice by such member. Any notice of meeting to members relating to the election of directors, shall set forth any amendments to the By-Laws of the Corporation adopted by the Board of Directors, together with a concise statement of the changes made.
(e) At every meeting of members there shall be presented a list or record of members as of the record date, certified by the officer responsible for its preparation, and upon request therefore, any member who has given written notice to the Corporation, which request shall be made at least ten (10) days prior to such meeting, shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting, and all persons who appear on such list or record to be members may vote at such meeting.
Section 2. At each Annual Meeting of Members, the Board of Directors shall present an Annual Report. Such report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Meeting of Members.
Section 3. (a) Meetings of the members shall be presided over by the following officers, in order of seniority: the Chairman of the Board; Vice Chairman of the Board; President; Executive Vice President; Vice President, or if none of the foregoing is in office or present at the meeting, by a Chairman chosen by the majority of the members in attendance. The Secretary or Assistant Secretary shall act as Secretary of every meeting. When neither the Secretary nor an Assistant Secretary is available, the Chairman may appoint a Secretary of the Meeting.
(b) The order of business at all meetings of members shall be as follows:
Reading of Minutes of the Preceding Meeting
Standing Committee Reports
Section 4. Every member may authorize another person to act for him by proxy in all matters in which a member may participate, including waiving notice of any meeting, voting or participating in a meeting, or expressing consent or dissent without a meeting. Every proxy shall be signed by the member or his attorney in fact, and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven (11) months from its date.
Section 5. The directors may, but need not, appoint one or more inspectors to act at any meeting or any adjournment thereof. If inspectors are not appointed the presiding officer of the meeting may, but need not, appoint inspectors. Each appointed inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of memberships outstanding, the voting power of each, the number of memberships represented at the meeting, the existence of a quorum, and the validity and effect of the proxies. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote of all members. The inspectors shall make a report in writing of all matters determined by them with respect to such meeting.
Section 6. Except as provided by law, the members entitled to cast a majority of the total number of votes entitled to be cast at the meeting, shall constitute a quorum at a meeting of members for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum. Each membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a majority of the votes cast, provided that the majority of the affirmative votes cast shall be at least equal to a quorum. Whenever the vote of members is required or permitted, such action may be taken without a meeting on the written consent setting forth the action signed by all the members entitled to vote.
Section 7. The Board of Directors of the Corporation shall fix a record date for the purpose of determining members entitled to notice of, to vote, to express consent or dissent from any proposal without a meeting, to determine members entitled to receive distributions or allotment of rights, or for any other proper purpose. Such record date shall not be more than fifty (50) days not less than ten (10) days prior to such meeting or consent of the date of any distribution or allotment of rights, as the case may be, is to be made. In the event no record date is fixed, the record date for the determination of members entitled to vote at a meeting of members shall be the close of business on the day next preceding the day on which the meeting is held. The record date for determining members for any purpose other than that specified in the preceding sentence shall be close of business on the day on which the resolution of directors relating thereto is adopted. Establishment of a record date shall apply to any adjournment of any meeting, unless a new record date is affixed by the Board of Directors for such meeting.
Section 8. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the seal of the Corporation or a facsimile thereof.
Section 9. No vote on business of the Corporation by either the membership of the Board of Directors shall be taken between the hours of Midnight and Seven o’clock AM (7:00 AM) (0700) local time, except as such vote is required for adjournment of a meeting in progress prior to that time.
BOARD OF DIRECTORS
Section 1. The Corporation shall be managed by a Board of Directors. Each director shall be at least eighteen (18) years of age, and shall be a member of the Corporation during his tenure. The initial Board of Directors shall consist of three (3) persons. Thereafter, the number of directors constituting the entire Board shall be no less than three (3) nor more than seven (7) persons, and never an even number. Subject to the foregoing, the number of the Board of Directors may be fixed from time to time by action of the members. No decrease shall shorten the term of any director then in office.
Section 2. The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Corporation, and they shall hold office until the first Annual Meeting of Members, and until their successors have been duly elected and qualify. Therefore, every year the membership shall elect directors to hold office for a period of three (3) years to replace outgoing directors. No less than two (2) nor more than three (3) directors will be elected during any given year. Each director shall hold office until the expiration of the term for which he was elected, and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided.
Section 3. (a) Any or all of the members of the Board of Directors may be removed with or without cause by a vote of the members of the Corporation. The Board of Directors may remove any director for cause only.
(b) A director may resign at any time by giving written notice to the Board of Directors or an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon the receipt thereof by the Board of Directors or such as officer.
Section 4. Newly created directorships or vacancies in the Board of Directors may be filled by a vote of the majority of the Board of Directors then in office, although less than a quorum, unless otherwise provided in the Certificate of Incorporation of the Corporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by a vote of the members. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.
Section 5. (a) A Regular Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of members. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time.
(b) No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, the President, or by a majority of the directors then in office.
(c) Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him.
Section 6. Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At any meeting held to remove one or more of the Board of Directors a quorum shall consist of a majority of the directors present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Board of Directors shall be by a majority of the directors present at the time of the vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minute of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
Section 7. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. If there be no Chairman or in his absence, the Vice Chairman shall preside and, if there be no Vice Chairman or in his absence, the President shall preside and, if there be no President or in his absence, any other director chosen by the Board shall preside.
Section 8. Whenever the Board of Directors shall consist of more than three (3) persons, the Board of Directors may designate from their number, an executive committee and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully designate.
Section 1. The Board of Directors may elect or appoint a Chairman of the Board of Directors, a Vice Chairman, a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. Any two or more offices may be held by the same person except the offices of President and Secretary.
Section 2. Each officer shall hold office until the Annual Meeting of the Board of Directors, and until his successor has been duly elected and qualifies. The Board of Directors may remove any officer with or without cause at any time.
Section 3. (a) The President shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors.
(b) During the absence or the disability of the President of the Corporation, the Vice President, or, if there be more than one, the Executive Vice President shall have all the powers and functions of the President. The Vice President shall perform such duties as may be prescribed by the Board of Directors from time to time.
(c) The treasurer shall have care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation when counter-signed by the President; he may also sign checks, drafts, notes, and orders for the payment of money, which shall have been duly authorized by the Board of Directors and counter-signed by the President.
(d) The Secretary shall keep the minutes of the Board of Directors and the minutes of the members. He shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Board of Directors. He shall serve all notices for the Corporation which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Corporation.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, 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 may be confined to specific instances, provided, however, that under no circumstances may any officer or agent of the Corporation act on its behalf to contract for or bind the Corporation in matters where the dollar amount involved exceeds Two Hundred Dollars ($200.00), without having first received the written authorization of the Board of Directors by resolution, or otherwise.
Section 2. Checks, Drafts or Orders. All checks, drafts, or orders for payment of money, notes or evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by either the Treasurer, and Assistant Treasurer, the President, Executive Director, or by a Vice President of the Corporation. In the absence of a determination of the Board of Directors to the contrary by resolution, all checks, drafts, or orders for the payment of money, notes or evidence of indebtedness issued in the name of the Corporation wherein the amount involved exceeds Two Hundred Dollars ($200.00) shall be signed by the officers and agents of the Corporation as designated in the immediately preceding and, in addition, such instruments must be counter-signed by another such officer of the Corporation.
Section 3. 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, by resolution, select.
Section 4. Investments. The funds of the Corporation may, at the sole discretion of the Board of Directors, be invested in such securities, stocks, bonds, debentures, real estate, partnerships, joint ventures, and syndications as are permitted by law.
Section 5. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, donation, bequest or divise for any purpose of the Corporation.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of and relating to all accounts and funds maintained by it or on its behalf and shall also keep correct and complete minutes of the proceedings of its Board of Directors. Additionally, the Corporation shall keep at its principal office complete records detailing the names and addresses of all contributors or donors; and these records shall for each such person or entity shall reflect the specific amount donated or contributed. All books and records of the Corporation may be inspected by any member of the public at large, any donor or contributor, or the agent or the attorney of such donor or contributor for any proper purpose at any reasonable time at the principal offices of the Corporation.
The fiscal year of the Corporation shall be the calendar year.
VOTING BY PROXY
Each director shall be entitled to one vote on each matter submitted to a vote before a duly called and organized meeting of the Board of Directors. A director entitled to vote may vote in person or may vote by proxy executed in writing by the director or his duly authorized attorney-in-fact. No proxy shall be valid beyond the close or termination of the meeting for which such proxy was executed and delivered. Unless provided to the contrary in the said proxy, the proxy may be voted and exercised only by the Chairman of the Board of Directors, or in his absence, the Vice Chairman. In no event may a proxy be counted in determining the existence of a quorum as specified by the By-Laws.
The Board of Directors shall provide a corporate seal, which shall be affixed to all corporate documents pursuant to the requirements of the Corporations and Associations Article of the Annotated Code of Maryland.
AMENDMENT OF BY-LAWS
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a majority of the members present at any regular meeting or any additional meeting, if at least seven (7) days written notice is given of intention to alter, amend, or repeal, or to adopt new By-Laws at such meeting.