By-Laws, page 2:
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Article
I, Name / Article II, Objects and Purposes
/ Article III, Membership / Article
IV, Voting / Article V, Duties of Directors
/ Article VI, Resignation or Removal of Director
/ Article VII, Officers and Term of Office
/ Article VIII, Resignation or
Removal of Officer / Article IX,
Duties of Officers / Article X,
Meetings / Article XI, Seal / Article
XII, Fiscal Year / Article
XIII, Amendments / Article XIV, Dissolution
Article VIII
Resignation or Removal of Officer
Section 1.
Resignation. Any officer may resign by the giving of thirty (30) days written notice to the Board of Directors.
In the event of the resignatio of a President, Treasurer, or Clerk, a special meeting will be called by the Directors for the specific purpose of filling the vacancy of said office.
In the event of the resignation of any Vice President or Assistant Treasurer or Assistant Clerk or such other officer, it shall be at the election and discretion of the Directors as to whether such office shall be filled.
Section 2.
Removal of Officer. Any officer may be removed from office without cause by affirmative vote of two-thirds of the Directors at any regular or special meetings called for that purpose.
Section 1.
Duties of President. The President shall preside at all meetings of the corporation. The President shall be a voting member ex officio of all committees.
The President shall represent the corporation and shall develop and/or oversee fund raising events.
The President, along with the Treasurer, shall co-sign such documentation in the name and behalf of the corporation at the election and discretion of the Directors.
Section 2.
Duties of the Vice President. The Vice President shall assist the President and act in the place of the President in the President’s absence.
The Vice President shall sign such documentation in the name and behalf of the corporation, with specific authorization from the Board of Directors only.
Section 3.
Duties of the Treasurer. The Treasurer shall, subject to control of the Board of Directors, have custody of all funds and books of account, and shall be bonded, if so required of the Directors. The Treasurer shall receive all funds, make all collections and disbursements, and shall deposit monies and securities to the credit of the corporation in such bank or banks or other depository or depositories as the Directors may, from time to time designate.
The Treasurer shall have authority to sign all receipts and vouchers for payments made to the corporation. The Treasurer may, unless otherwise ordered by the Directors, sign all checks, drafts, and other instruments of the corporation for the payment of money.
The Treasurer, along with the President, shall co-sign such documentation, in the name and behalf of the corporation, at the election and discretion of the Directors, including, but not limited to promissory notes, deeds, mortgages, security instruments, contracts and agreements for the transfer, assignment, asquisition or conveyance of real or personal property.
The Treasurer shall pay out and disburse the funds of the corporation under the direction of the Board of Directors. In no event, however, will any disbursement be made that would be contrary to the porvisions of Article IV of the Articles of Organization.
The Treasurer will be responsible for ensuring that all tax matters of the corporation and/or its employees are dealt with properly and for ensuring that any required tax deadlines are met.
The Directors may contract with a financial institution of recognized standing to act as fiscal agent and to perform all or prt of the duties of the Treasurer.
Subject to such provisions as may be made from time to time by the Board of Directors, the Treasurer or fiscal agetn shall have the custody ofall moneys, funds, securitis, contracts, mortgages, leases, and deeds of the corporation, and shall keep proper books of account thereof, which books shall, at all times, be open to the inspection of each Director.
The Treasurer shall render reports relating to the money, funds, securities, investments, and financial affairs of the corporation as may be reuired by the Directors.
The Treasurer shall sign or countersign checks, securities, contracts, mortgages, leases, deeds, and other instruments as require his signature for said corporation, shall perform all duties incidental to his office or that are properly required of him by the Board of Directors. He shall not pay out any money, invest any funds, transfer or dispose of any securities or other property except upon authorization of the Directors. Subject to such limitations as the Board of Directors may impose, the duties of the Treasurer may be discharged and his books and records kept by Assistant Treasurer(s) acting under his direction.
Subject to the control of said Board, the Treasurer shall have general charge of the financial operations of the corporation. He shall keep full accounts of all funds and property received and disbursed by him and be ready at alltimes to open such accounts to the inspection of the Directors. The Treasurer shall submit a financial report at the Annual Meeting of the corporation and at any other meeting when so requested or required by the Directors.
Accounts shall be audited by a certified public accountant at the close of each financial year, and the auditor’s report shall be available at or before the Annual Meeting. Accounts my also be audited at such additional times as the Directors direct.
In the absence of the Treasurer, the President or any Assistant Treasurer may be authorized and directed to perform his duties by the Board of Directors.
Section 4.
Duties of the Clerk. The Clerk shall issue and send all notices of meetings of the Board of Direcotrs. The Clerk shall keep detailed records of the meetings of the Directors. The Clerk shall be the custodian of the corporate seal and of the principal records of the corporaiton. He shall sign all Clerk's Certificates, verifications of Votes, or other documents reuiring his signature. He shall discharge such other duties as the Board of Directors may impose.
Section 5.
Duties of Assistant Officers. Assistant Treasurers, Assistant Clerks, and any other officers which the Board of Directors may, from time to time, create and appoint, shall perform such duties as may be required of them by the Board of Directors, subject to the supervision of such office (i.e., an Assistant Treasurer shall be under the direction of the Treasurer; an Assistant Clerk shall be under the direction of the Clerk).
Section 1.
Annual/Special Meetings. The Annual Meeting of the corporation shall be held on the Third Tuesday in July of each year, at the principal office of the corporation, at such time or at such other place as the Board of Directors shall appoint.
Special meetings of the Directors may be called by the President or upon the written request of at least thirty-five (35%) percent of the Directors submitted to the President and specifying the purpose of such meeting.
All Annual Meetings shall be held within the Commonwealth of Massachusetts.
A written notice stating the time, place, and purpose of the meeting shall be given by the Clerk at least fourteen (14) days before each Annual Meeting and at least seven (7) days before each Special Meeting to each Director Member by leaving such notice with him or her at his or her residence or usual place of business or by mailing same by postage prepaidmail, addressed to him or her as his or her address appears onthe books of the corporation, but at any meeting at which all members are present in person or of which all members not so notified or not so present have waived or shall waive notice in writing shall be as valid as if called as herein provided. At all meetings, the Directors shall be entitled to vote either in person or by proxy.
If any meeting is not held, or any elections is not made, or any other business is not transacted on the date scheduled for any such meeting then the same shall be cared forth at any subsequent meeting duly held.
Meetings to which the public is invited may be held for the purposes of raising funds, educating those attending, honoring individuals, or any other purpose that supports and promulgates the purposes of this corporation.
Article 2.
Quorum. Except as otherwise provided in these By-Laws, a majority of the Directors shall constitute a quorum.
Article 3.
Robert’s Rules. All meetings of the Directors shall be conducted and governed by Robert’s Rules of Order, where same does not conflict with these By-Laws.
The seal of the corporationshall be a circular die bearing the inscription, “Top Fun Aviation Toy Museum, Inc.” and shall refernence the Commonwealth of Massachusetts as the state of incorporation.
The fiscal year of the corporationshall commence with the First Day of January in each year and shall end on the 31st Day of December in each year.
These By-Laws may be altered, amended, or repealed or any By-Law added at any meeting of the Directors by vote of at least two-thirds of the majority of Directors.
In the event that at any time hereafter the corporation is dissolved or its affairs are otherwise terminated, all of the property of the corporation or the proceeds thereof, after payment of all debts and obligations outstanding, shall be conveyed or distributed to one or more organizations exempt from Federal income taxes under Section 501 (c) (3) of the Internal Revenue Service Code.
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