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not endorsed by ASFAR not endorsed by ASFAR
Americans for a Society Free from Age Restrictions |
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BY-LAWS OF AMERICANS FOR A SOCIETY FREE FROM AGE RESTRICTIONS CORPORATE SEAL 1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation. CONDITIONS OF MEMBERSHIP 2. Individuals may become members in the organization by giving written notice to the organization. 3. Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation. Membership may be suspended or revoked by the Board for non-compliance with the rules and regulations. 4. Anyone wishing to join the corporation must read and sign the corporation's Declaration of Principles and By-Laws in order to be eligible for membership. Signature denotes that they have read and understood respective documents, and that they wish to join and support the corporation. All members must have a valid name and mailing address on file with the corporation. 5. There shall be no membership fees or dues for those who vote through electronic mail. The corporation may charge reasonable dues to cover the expenses of communication for those who vote through standard mail. These dues may differ for members in the United States and members in other countries to account for international postal expenses. 6. Any member may withdraw from the corporation by delivering to the corporation a written resignation. 7. Any member may be required to resign by a vote of three-quarters (3/4) of the members at any general meeting. HEAD OFFICE 8. Until changed in accordance with the Act, the Head Office of the corporation shall be located at 120 South Central Avenue in Clayton, Missouri 63105 BOARD OF DIRECTORS 9. The property and business of the corporation shall be managed by a board of seven (7) directors of whom three (3) shall constitute a quorum. Directors must be individuals. Directors must be members. Directors may be any age. 10. The Directors shall be elected for a term of one year. They shall be elected each year by the members at an annual general meeting of members. The Directors shall be elected for terms of one year each, beginning on the first day of the first month following their election. They shall be elected each year by membership vote on the ballot approved at the annual general meeting of the members. 11. The office of director shall be automatically vacated: a. if a director has resigned their office by delivering a written resignation to the secretary of the corporation; b. if a director is found by a court to be of unsound mind; c. if a director becomes bankrupt or suspends payment or compounds with his creditors; d. if at a general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office; e. on death; f. if a director misses all meetings of the board of directors, either in person or by other accepted communications facilities, for a period of two consecutive months or four consecutive meetings, whichever time period is longer, except during extenuating circumstances as determined by the Baord of Directors. 12. Any vacancy on the board may be filled by appointment by a majority vote of the board of directors until the next Annual General Meeting. At that time, the members shall elect a director to fill the remaining years of the term. The candidate with the most votes shall receive the longest term until all positions are filled. 13. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be posted electronically at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote. If all the directors of the corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities [, including electronic "Internet telephony",] as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the directors or committee of directors, is as valid as if it had been passed a meeting of directors or committee of directors. 14. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from a director position as such; provided that a director may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore. 15. Retiring directors shall remain in office until the dissolution or adjournment of the meeting at which their retirement is accepted and a successor is elected. 16. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment. 17. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. INDEMNITIES TO DIRECTORS AND OTHERS 18. Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against: a. all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability; b. all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default. POWERS OF DIRECTORS 19. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. 20. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers or executive committee of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe. 21. The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation. OFFICERS 22. The officers of the corporation shall be a president, vice-president, secretary and treasurer and any such other officers as the board of directors may by by-law determine. More than one office may be held by the same person. Officers must be members. Among the officers, only the president and vice-president must be directors. 23. Officers shall be appointed by resolution of the board of directors at the first meeting of the board of directors after January 1. 24. The officers of the corporation shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time. DUTIES OF OFFICERS 25. The president shall be the chief executive officer of the corporation. The president shall chair at all meetings of the corporation and of the board of directors. The president shall have the general and active management of the affairs of the corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect. 26. The vice-president, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon them by the board of directors. 27. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time. The treasurer shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. The treasurer shall also perform such other duties as may from time to time be directed by the board of directors. 28. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, all shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall be custodian of the seal of the corporation which they shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution. The secretary is directed to not divuluge a member's personal information without explicit consent of any given member of the corporation. 29. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them. 30. Any officer who is granted access to ASFAR's membership information or other confidential data in the course of his or her duties is prohibited from disclosing that data to anyone not authorized to receive it. EXECUTION OF DOCUMENTS 31. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for the purposes of the transferring and dealing with any stocks, bonds, and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors. MEETINGS 32. The annual or any other general meeting of the members shall be held at any place in the United States as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside the United States. Meetings of the members may be held via verifiable Internet methods. 33. At every annual meeting, in addition to any other business tha may be transacted, the report of the directors, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. The board of directors have the power to determine whether there is a quorum at any meeting of the members. 34. Seven (7) days' written notice shall be given, sent or posted electronically to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members may remind the member that he has the right to vote by proxy. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation. A resolution in writing, signed by all the members entitled to vote on that resolution at a meeting of members, is as valid as if it had been passed at a meeting of the members. Members wishing to have special business transacted at a general meeting shall present the business and supporting information to board of directors so that notice may be given to the members. Special business may include: a) motions requiring the resignation of a member (ref. Bylaw 5, requires 3/4 of votes); b) motions requiring the resignation of a director (ref. Bylaw 10d, requires 2/3 of votes); c) motions requiring the resignation of a member of the executive (ref. Bylaw 17d, requires 2/3 of votes); d) amendment of Bylaws (ref. Bylaw 37, requires 2/3 of votes) e) motions setting rules and regulations (ref. Bylaws 34 & 40, requires majority of votes). 35. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the corporation. VOTING OF MEMBERS 36. At all meetings of members of the corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws. FINANCIAL YEAR 37. Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation shall be December 31. COMMITTEES 38. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix any remuneration to be paid. AMENDMENT OF BY-LAWS 39. The by-laws of the corporation not embodied in the Articles of Incorporation may be repealed or amended by a by-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by the members at the next annual or special general meeting, or by an affirmative vote of at least two-thirds (2/3) of the members at an annual or special general meeting. AUDITORS 40. The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors. BOOKS AND RECORDS 41. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept. RULES AND REGULATIONS 42. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect. All board meetings and meetings of the general membership shall be governed by Robert's Rules of Order, or by another, similar method approved by the Board of Directors. 43. All organization activity must be non-violent. INTERPRETATION 44. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words, importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations. 45. The word "written" is defined to include electronic mail. However, the board of directors may require a system of verification so as to be certain of the identity of the sender. 46. Signatures may be accepted by verifiable electronic means. |
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