Membership Meetings. Each member in good standing forty-five (45) days before a meeting of the membership is entitled to vote on issues raised in the meeting. Voting in meetings shall be conducted in accordance with policies and procedures implemented by the Board from time to time or in accordance with policies and procedures implemented by the Board for that meeting.
Every two (2) years commencing with the year 2022, the membership will be asked to vote to approve any members of the Board of Directors up for approval of the members that year. Forty-five (45) days prior to any Membership Meeting, a member or Member Organization in good standing may nominate additional Board Members with the approval of at least ten (10) members or (2) Member Organizations in good standing. Once nominated, the membership will vote on whether that nominee will join the other Board Members.
Subject to the addition of Directors after a nomination and vote by the Membership, the number of Directors may be increased or decreased from time to time by vote of the members of the Board of Directors, but in no case shall the number of Directors be less than three. The Directors shall elect one of their number to be Chairperson on an annual basis.
(1) A Director may be removed at any time, with or without cause, by vote of majority of all other Directors then holding office. Before such a vote of removal, the Director sought to be removed shall be given at least 15 Days’ notice of any such vote.
(2) A Director may resign at any time by giving notice thereof in writing to the Board of Directors.
The Board of Directors may establish a regular meeting schedule as the Board of Directors deems advisable, with times and places to be determined by the President, but shall meet at least annually. The Chairperson shall preside at all meetings of the Board of Directors. Special meetings of the Board of Directors may be called at the discretion of the Chairperson or at the request of one-third of the Directors then holding office, provided that notice of such special meeting shall be provided to each Director at least five days prior to the date fixed for such special meeting. The last regular meeting of the Board of Directors in each calendar year shall constitute its annual meeting. The Board of Directors is empowered to adopt rules of procedure for the conduct of its meetings, provided such rules do not contradict any provision of these Bylaws.
One or more Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all Directors participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
The Board of Directors may create committee(s) consisting of one or more Directors, which committee(s) shall have such authority as the Board of Directors may by law and these Bylaws direct; provided that no such committee shall have or exercise the authority to: (1) fill vacancies on the Board of Directors; (2) amend the Guild’s Certificate of Incorporation; (3) adopt, amend, or repeal the Bylaws; or (4) dissolve or merge the Corporation.
The Board of Directors may appoint one or more persons interested in the work of the Ancient Coin Collectors Guild to serve on an Advisory Board consisting of as many individuals as in the judgment of the Board of Directors will serve to benefit the Ancient Coin Collectors Guild, and the number may be increased or diminished from time to time as the Board of Directors shall direct. The Advisory Board members will be appointed each year by the Board of Directors and may serve an unlimited number of consecutive terms. Each year the Board of Directors shall appoint a Chairperson of the Advisory Board from among the Advisory Board members to serve for a term of one year. The Advisory Board shall from time to time consider and make recommendations concerning such questions as may be submitted to them by the Chairperson, and the Advisory Board, or any of its members so selected, shall be privileged to be present and participate in the discussions arising at the meetings of the Board of Directors to which they are invited by the Directors. The Board of Directors is under no obligation to solicit or follow the advice or recommendations of the Advisory Board. All decisions of the Board of Directors shall be made independent of the Advisory Board.
The Officers of the Guild shall be appointed by the Board of Directors and shall be a President, a Secretary, and a Treasurer. The Officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. If the Board of Directors decides that the officers of the Guild shall be compensated, the Board of Directors shall fix the salaries of all officers appointed by it.
Any Officer may be removed at any time, either with or without cause, by the Board of Directors. Any Officer may resign at any time by giving notice to the Board of Directors, the President or Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.
Officers may, but need not be, Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary must be held by different persons.
The President of the Guild shall be the chief executive officer of the Guild, and, subject to the control of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all the affairs of the Guild in accordance with any policies and directives approved by the Board of Directors. The President shall, to the extent authorized by the Board of Directors, appoint individuals to the staff of the Guild and fix the terms of employment of such staff persons.
In the absence of the President or in the event of his or her inability or refusal to act, the Secretary of the Guild shall perform the duties of the President of the Guild, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Secretary of the Guild shall be responsible for seeing that accurate records are kept of the proceedings of all meetings of the Board of Directors, and shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of secretary.
The Treasurer of the Guild shall have the custody of and be responsible for all funds and securities of the Guild, and shall keep full and accurate accounts of receipts and disbursements in the books of the Guild. He or she shall deposit or cause to be deposited all monies or other valuable effects in the name of the Guild in such depositories as shall be selected by the Board of Directors. The Treasurer shall disburse the funds of the Guild as may be ordered by the Board of Directors, or its delegate, taking proper vouchers for such disbursements, and shall render an account of all his or her transactions as Treasurer and of the financial condition of the Guild to the President of the Guild and to the Board of Directors at its regular meetings or when the Board of Directors so requires.
Both the Secretary and the Treasurer shall permit any Director or his or her duly authorized attorney to inspect all books and records of the Guild, for any proper purpose at any reasonable time.
The Board will appoint the Executive Director. If the Board of Directors decides that the Executive Director of the Guild shall be compensated, the Board of Directors shall fix the salary of the Executive Director. The Board shall also reimburse the Executive Director for any reasonable expenses incurred by the Executive Director on behalf of the Guild. The Executive Director will serve at the pleasure of the Board and may be replaced by a majority vote of Board members.
B. Powers and Responsibilities
Between Board meetings the Executive Director has the power to do all things that the Board is empowered to do, except the Executive Director cannot amend these Bylaws; cannot reverse a Board decision or Board action in the absence of compelling circumstances requiring such action; cannot act contrary to Board resolutions or directives in the absence of compelling circumstances requiring such action.
The Executive Director may speak on behalf of the Guild. The Executive Director has the power to take positions on behalf of the Guild with respect to matters which are brought to the attention of the Guild where, in the judgment of the Executive Director, acting through a Special Meeting of the Board would not be timely, fruitful, or otherwise necessary or appropriate given the constraints to act.
The Executive Director is responsible for the direct oversight of any appointed (i.e. non-elected) officers of the Guild.
The Executive Director is responsible for operating and managing the Guild, including the ratifying of appointment of all committees members and overseeing the hiring, supervising, and firing of any Guild employees. The Executive Director is the spokesperson for the Guild; has the power to sign all documents, including contracts, in the name of the Guild; and shall perform such other duties as are determined by resolution of the Board; and shall ensure that the Guild has complied with all federal and state requirements.
The Executive Director is responsible for preparing the agenda for the Biennial Board Meeting. The Executive Director is responsible for receiving, reviewing, and where necessary or appropriate, making recommendations on committee reports. All proposals for Board action, including particularly budget items, are to be received, reviewed, considered, acted upon and reported to the Board by the Executive Director in written reports.
The Bylaws of the Ancient Coin Collectors Guild shall be approved by the Board of Directors. Upon the approval of the Bylaws, their availability shall be made known to the general membership, and copies of the approved Bylaws shall be provided upon request.
The Board of Directors can amend these Bylaws by a two-thirds vote.
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