By-Laws:
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
TOP FUN AVIATION TOY MUSEUM, INC.
BY-LAWS
Section 1.
The name of the corporation shall be “Top Fun Aviation Toy Museum, Inc.”
Article
II
Objects
and Purposes
Section 1.
The corporation is formed for the following purposes:
Generally, to operate and maintain a museum for the display of aviation-related toys;
To acquire, protect, preserve, and display such toys and any other item incidental to its purpose;
To uphold and administer the Articles of Organization for the general purposes therein set forth.
The Articles of Organization shall be a part of these By-Laws, the same as if recited verbatim herein; and every provision of the Articles of Organization shall be a provision of these By-Laws.
Section 2.
In the furtherance of the objectives, the corporation may:
Receive, use, and administer gifts, devises, legacies, endowments, and funds, eith absolutely or in trust;
Acquire by gift, purchase, or otherwise, and hold, maintain, improve, sell, transfer, and convey real and personal property of any nature or description; and
Do and perform every lawful act and thing and to exercise all powers conferred by the laws of the Commonwealth of Massachusetts upon nonprofit corporations organized and existing pursuant to Massachusetts General Laws, Chapter 180, (Ter. Ed.), as amended.
Provided that no part of the net income of the corporation shall inure to the benefit of any member of the corporation or any private individual, excepting that salaries and/or wages may be paid to museum employees whether or not they are members of the corporation; and
Provided that no part of the activities of the corporation shall be 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.
Section 1.
Classification. The classes of membership are as set forth in Article III of the Articles of Organization.
i. Directors. The governing members of the corporation shall be the initial Directors and such other Directors as may, from time to time, be elected to the Board of Directors. The initial Directors shall be three (3) in number, whose names and addresses are as set forth in Article VII of the Articles of Organization. The number of Directors shall in no event exceed twelve (12) in number. The Directors shall be referred to as “Class I; ‘Director Members.’”
ii. Members at Large or Members Emeritus. Members at large or members emeritus are those members who serve as members or honorary embers of the corporation, at the election and discretion of the Board of Directors. Such members shall serve for such period as the Directors, from time to time, may determine, at the sole discretion of the Directors. There shall be no restriction on the number of Members at Large or Members Emeritus.
Section 1.
Directors, or “Class I; ‘Director Members,’” shall each be entitled to one (1) vote.
Absentee Directors at any appointed meeting may vote by written proxy.
It shall be the duty, however, of the absentee Director to ascertain that his or her proxy ballot is received at or before any scheduled meeting of the Directors. Any ballots not received on time for any appointed meeting shall be invalid.
Section 2.
Members at Large or Members Emeritus shall not possess any voting privileges.
Article
V
Duties of
the Directors
The Board of Directors shall have the general direction, management, and control of the business, affairs, funds, and property of the Corporation.
For that purpose, the Directors shall have and may exercise all of the powers and authorities of the management of the corporation.
In addition to, and not in limitation of the foregoing powers and authorities or any authorities set forth elsewhere in the Articles of Organization, the Directors shall also have full power with respect to the:
a) Purchasing, leasing, or acquisition of, selling, leasing, renting, mortgaging, pledging, conveying, or otherwise dealing in or with any and all real and personal property; and entering into and carrying out any and all contracts and agreements that in their judgment may be beneficial and support the purposes of this corporation;
b) Adoption of such Rules and Regulations for the conduct of their meetings and for the management of the affairs of the corporation as they may deem proper, and appointing such standing and special committees as they may, from time to time, deem advisable, and fix their powers, duties, and authorities and duration;
c) Require that all checks, notes, drafts, buils of exchange, and any and all other instruments of any nature be executed by such officer or officers, either with or without countersignature, that the Board of Directors may, from time to time, deem advisable;
d) Assign such other or additional duties, fix the salaries and limit the authority of all oficers, agents, and employees of the corporation in any manner they dem advisable, not contrary to law or these By-Laws;
e) Accept, receive, manage, and administer, in thename and on behalf of the corporation, any and all funds, pledges, and properties given outright or in trust or otherwise that, in their judgment, will further the purpose of the corporation;
f) Require a bond from the Treasurer for the faitful performance of his duties in such amount and on such terms and with such sureties as they deem sufficient, such bond to be furnished at the expense of the corporation.
g) The Directors may, from time to time, appoint committees to oversee the general administration of the corporation, subject to restrictions and authorities as may be determined, from time to time, by the Directors.
Each committee appointed by the Board may fix its own rules of procedure, providing that such rules do not conflict with these By-Laws and any restrictions and authorities set forth by the Directors. The committees may hold meetings and adopt resolutions; however, any such resolutions shall require the vote of the Directors in order to be effective.
h) No Director shall receive any compensation for his or her services as a Diretor, although he or she may be reimbursed for expenses properly incurred in connection with his or her official duties.
i) The Directors may, from time to time, designate a retiring Driector as a Director Emeritus in recognition of his or her distinguished servise. A Director Emeritus shall be entitled to receive notice of all of the meetings of the Directors and materials distributed to the Directors and to attend and speak at meetings of the Directors. A Dirctor Emeritus shallnot be entitled to vote and shall not be considered a Class 1 member.
j) The Directors may, for time to time, designate Members at Large in recognition for their contributions, pledges, patronization, or services. A Member at Large may receive public recognitions for contributions, pledges, patronization, or services, may be invited, at the discretion of the Directors, to attend and speak at meetings of the Directors; however, the Directors shall not be required to notify such Members at Large of any meeting of the Directors. A Member at Large shall not be entitled to vote and shall not be considered a Class 1 member.
Article
VI
Resignation
or Removal of Director
Section 1.
Resignation. Any Director may resign upon the giving of thirty (30) days written notice tot he Board of Directors. If a resignation will reduce the number of Directors below three (3) then the Directors not resigning will cause a special meeting to be held immediately in order to fill the vacancy. If more than three (3) Directors remain, the vacancy may be fille at the election and discretion of the Directors at the next regularly-scheduled meeting of the Directors or at any special meeting called for said purpose.
Section 2.
Removal. A Director may be removed from membership at any regular or special meeting by two-thirds vote of the Directors present and voting, or voting by proxy. Notification that this vote will occur must be given on the notice for the meeting sent at least fourteen (14) days before the scheduled meeting.
Article
VII
Officers
and Term of Office
Section 1.
Officers. The officers of the corporation shall be comprised of a President, a Tresurer, and a Clerk, who shall be elected for a term of one (1) year by and from the Board of Directors at their first meeting and at each Annual Meeting thereafter.
The Board of Directors may, at any time, and from time to time, elect for a term of one (1) year each from the Board of Directors such additional officers as they deem necessary or desirable including one or more Vice Presidents, Assistant Treasurers, and/or Assistant Clerks.
Two or more offices may be held by the same person.
Each officer shall hold office until his or her successor is elected and qualified or until the particular office is discontinued at the election of the Directors.
No officer shall receive any compensation for services as an officer, although he may be reimbursed for expenses properly incurred in connection with his official duties.
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Form 990