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

 

Article I
Name

Section 1.

The name of the corporation shall be “Top Fun Aviation Toy Museum, Inc.�

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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.

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Article III
Membership

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.’â€�

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.

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Article IV
Voting

Section 1.

Directors, or “Class I; ‘Director Members,’â€� 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.

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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.

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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.

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.
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Article IX
Duties of Officers
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).
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Article X
Meetings
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.
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Article XI
Seal
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.
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Article XII
Fiscal Year
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.
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Article XIII
Amendments
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.
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Article XIV
Dissolution
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.