Article 1
Office
Section 1 PRINCIPAL OFFICE
A. The Principal Office of the corporation shall be at such location as designated by said chapter, until such time as relocated by Unanimous vote of the Board of Directors.
B. A record of the Principal Office shall be maintained by the corporation. This record should include: location, opening date, signature of the three presiding members of the board of directors, and closing date if not operational.
C. Should the Board of Directors change the location of the Principal Office it shall have to publish in the corporation newsletter or in letters to the total membership the new location of the new principal office within ten (10) days of said change of location.
Section 2 OTHER OFFICE OR OFFICES
A. The corporation may establish additional offices as the business of the corporation may require and the Board of Directors may from time to time appoint.
B. A record of other office or offices shall be maintained by the corporation. This record should include: location, opening date, description of function, signature of two of the three members of the board of directors, and the closing date if not operational.
ARTICLE II PURPOSE
Section 1 PURPOSE OF THE CORPORATION
A. The purpose of the corporation is exclusively for educational and charitable purposes, including for such purposes the making of distributions to organizations that qualify as exempt organizations under section 501c3 of the IRS code of 1954 (or the corresponding provision of any future United States internal revenue law) and the directing of educational programs promoting historical gaming and military history.
The corporation shall not be operated for profit and no part of its net earnings shall inure to the benefit of any of it's officers or members or of any private individual. No substantial part of the activities of the corporation shall consist of 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. Not withstanding any other provision of these articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal INCOME Tax under section 501c3 of the IRS code of 1954 (or the corresponding provision of any future United States internal revenue law).
B. In furtherance of its purposes, the corporation shall serve as a fund raising vehicle enabling the public-at-large to make gifts commensurate with their concern of the promotion of education and development of historical gaming and military history.
C. To fulfill its purposes and goals, the corporation will solicit donations and contributions from the general public. The corporation will receive and administer funds for such charitable and educational purposes such as providing members and the public-at-large with educational demonstration, seminar and conventions devoted to various aspects of historical gaming and military history.
Section 2 ANNUAL MEETING OF MEMBERS OF THE CORPORATION
A. The annual meeting of members of the corporation shall be held on such date or dates as shall be fixed from time to time by the board of directors of the corporation. The first annual meeting shall be held on a date not more than twelve (12) months after the formation of the corporation. Each successive annual meeting shall be held on a date not more than twelve (12) months following the preceding annual meeting. Notice of the annual meeting will be placed in the corporate news letter.
B. Special meetings of the members may be held on such a date or dates as may be fixed by the board of directors of the corporation from time to time and by members on such a date or dates as shall be permitted within the by-laws. Such meetings shall be open to the membership unless special notice is given in advance.
C. Any annual or special meeting of members may be held at such a place as the board of directors of the corporation may choose.
D. Written notice stating the place, date and hour of the meeting shall be given for all meetings either personally or by first class mail not less than ten (10) days before the date of the meeting. Such notice shall state the person or persons calling the meeting. Notice of special meeting shall state the purpose or purposes for which the meeting is called. At any special meeting, only the business stated in the notice of meeting may be transacted. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office.
E. The order of business at all meetings of members shall be as follows:
1. Roll Call.
2. Reading of the minutes of the preceding annual meeting and all interim board of directors meetings.
3. Treasurers report.
4. Committee reports.
5. Old business.
6. New business.
Section 3 QUORUM AT MEETING
Except as provided by law, the members entitled to cast a majority of the total number of votes entitled to be cast at the meeting, shall constitute a quorum at the meeting of members for the transaction of any business. In the absence of a quorum the directors of the corporation may still conduct business but the results of such a meeting shall be published in the corporate news letter as soon as possible and no resolution passed at such a meeting shall be binding until voted on by at least 10% of the total membership of the corporation.
ARTICLE III MEMBERSHIP
Section 1 ELIGIBILITY AND QUALIFICATION FOR MEMBERS
A. The corporation has a racially non-discriminatory policy toward members and does not discriminate against applicants on the basis of race, color, sex, religion, and national or ethnic origin.
B. Eligibility and qualification for members shall not be changed except by resolutions approved by at least a 51% vote of the total membership and shall be noted and affixed to the by-laws of the corporation, and shall be deemed to be a part thereof.
C. The eligibility and qualification for membership and manner of an admission into membership shall be presented by the by-laws. Such by-laws may prescribe, with respect to all members, the amount and method of collecting; any initiation fees, dues or other fees, assessments, fines, and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and except as may hereafter otherwise be provided, the rights, liabilities and other incidents of membership.
D. The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, failure to pay annual dues, dissolution or liquidation of the corporation.
E. All members shall be of at least 10 years of age and not delinquent in payment of the annual dues. This is not to be used to bar persons under 10 years of age from attending HAHMGS functions, but such guests shall be accompanied by a legal guardian.
Section 2 TEMPORARY EXPULSION OF A MEMBER
A. Any member commits an assault or is engaged in an affray or found drunk or under the influence of illegal chemical substances at an official HAHMGS function shall forfeit his rights of membership until a hearing by a disciplinary committee appointed by the board of directors. The disciplinary committee shall either approve permanent expulsion or reinstatement of membership. The disciplinary committee shall render its decision within 30 days of the offense or said offender shall be reinstated.
B. A disciplinary committee is defined as any three members of the board of directors appointed by the chair and approved by the entire board.
C. Any member believed to be under the influence of alcoholic beverage or illegal chemical substance at an official HAHMGS function if requested to leave the function by a corporate officer shall honor this request. Failure to do so will be grounds for temporary expulsion and they shall be treated as if they were drunk or under the influence of illegal chemical substances. Any member after honoring the above request may at the next regular meeting during new business, request the board of directors in writing to investigate the action of the officer. The written request must contain: date of the official event, name of officer(s) involved, name of the member requested to leave. This written request shall be entered in the minutes of that meeting.
Section 3 MEMBERSHIP ROLL
A. At every meeting of members, there shall be presented a list or record of members as of the record dated, certified by the officer responsible for its preparation, and upon request thereof, any member who has given written notice to the corporation, who's request shall have been made at least ten (10) days prior to such meeting, shall have the right to inspect said list or record at the meeting. Said list shall be evidence of the right of the persons to vote at such a meeting, and all persons who appear on said list or record to be members may vote at said meeting.
Section 4 VOTING
A. To vote in any general election (or on any issue), a member must have been in good standing for a period of a minimum of six months, and must be present at the location or have appointed a lawful proxy.
B. Every member may authorize another person to act for him by proxy in all matters in which a member may participate. Every proxy shall be signed in writing by the member and shall be revocable at the pleasure of the member executing it. No proxy shall be valid after the expiration of eleven (11) months from it's date.
ARTICLE IV BOARD OF DIRECTORS
SECTION 1. The corporation shall be managed by a board of directors. Each director shall be at least eighteen (18) years of age, and shall be a member of the corporation during his directorship.
Section 2. The chairman of the board shall preside at all meetings of the board of directors. If there be no chairman or in his absence, the national representative shall preside and in his absence, any other director chosen by the board shall preside
Section 3. the presence of 51% or more of the board of directors shall constitute a quorum of the board.
ARTICLE V OFFICERS
Section 1. The board of directors may elect, or appoint a chairman of the board of directors, a president, one or more vice presidents, a secretary, one or more assistant secretaries, a treasurer, one ore more assistant treasurers, and such other offices as they may determine. The president may, but need not be director. Any two or more offices may be held by the same person except the office of president and secretary.
Section 2. Each officer shall hold office until the annual meeting of the membership, and until his successor has been duly elected and qualifies. The board of directors may remove any officer from his duties with written cause at any time.
Section 3. Members of the board of directors shall be a minimum of 18 years of age. Members of the board of directors shall have been a member in good standing for a period of not less than one year.
Section 4. Duties and Responsibilities
A. The chairman of the board shall be the chief executive officer of the corporation, shall have the responsibility for the general management of the affairs of the corporation, and shall carry out the resolutions of the board of directors.
B. During the absence or disability of the chairman of the corporation, the national representative shall have all the powers and functions of the chairman. The at-large directors shall perform such duties as may be prescribed by the board of directors from time to time.
C. The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank accounts as the board of directors may from time to time determine. The treasurer shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation when counter-signed by the chairman. He may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the board of directors and counter-signed by the chairman.
D. The secretary shall keep the minutes of the board of directors and the minutes of the members. He shall have custody of the seal of the corporation, and shall affix and attest the same to documents duly authorized by the board of directors. He shall serve all notices for the corporation which shall have been authorized by the directors, and shall have charge of all books and records of the corporation.
ARTICLE VI CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1 CONTRACTS
The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument, in the name of and on behalf of the corporation, and such authority may be general or may be confined to the specific instances, provided, that under no circumstance may any officer or agent of the corporation act on it's behalf to contract for or bind the corporation in matters where the dollar amount involved exceeds $1,000.00, without having first received the written authorization of the board of directors by resolution or otherwise.
Section 2 CHECKS, BANK DRAFTS OR MONEY ORDERS
All checks, bank drafts or money orders for the payment of money, notes or evidences or indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by either the treasurer, an assistant treasurer, and one member of the board of directors. In the absence of a determination of the board of directors to the contrary by resolution, all checks, bank drafts, or money orders for the payment of money, notes of evidence or indebtedness issued in the name of the corporation where in the amount involved exceed $1,000.00 shall be signed by the officers and agents of the corporation as designated in the sentence immediately preceding and, in addition, such instruments must be countersigned by another such officer or agent of the corporation.
SECTION 3 DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may, by resolution, select.
SECTION 4 INVESTMENTS
The funds of the corporation may, in the sole discretion of the board of directors, be invested in such securities, stocks, bonds, debentures, real estate, partnerships, joint ventures, and syndication as are permitted by law.
SECTION 5 GIFTS
The board of directors may accept on behalf of the corporation any contribution, gift, donation, bequest or device for any purpose of the corporation.
ARTICLE VII BOOKS AND RECORDS
SECTION 1 RECORDS ACCOUNTING AND FUNDING
The corporation shall keep correct and complete books and records of the relating to all accounts and funds maintained by it or on it's behalf. These books shall be kept at the principle office. Records of accounting will be reviewed at each annual membership meeting by a financial report.
SECTION 2 RECORDS OF MINUTES
The corporation shall keep and maintain correct and complete minutes of the proceedings of its board of directors. These books shall be kept at the principal office. Records of minutes of all meetings will be revised at each annual membership meeting.
SECTION 3 RECORD OF CONTRIBUTORS AND/OR DONORS
The corporation shall keep at it's principal office, complete records detailing the names and addresses of all contributors or donors, and these records shall each such person or entity reflect the specific amount donated or contributed.
SECTION 4 RECORD OF OFFICES
The corporation shall keep a record of the principal office and all other offices of the corporation. This record should include opening date, location, authorizing directors signatures, description of function and closing date if not active.
SECTION 5 ACCESS TO RECORDS
All books and records of the corporation may be inspected by any member of the corporation at large, and any donor or contributor, or the agent or the attorney of such donor or contributor, for any proper purpose at any reasonable time at the principal offices of the corporation.
SECTION 6 FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE IX VOTING BY PROXY
Each director shall be entitled to one vote on each matter submitted to a vote before a duly called and organized meeting of the board of directors. A director entitled to vote may vote in person or may vote by proxy executed in writing by the director or his duly authorized attorney-in-fact. No proxy shall be valid beyond the close or termination of the meeting for which such proxy was executed and delivered. Unless provided to the contrary in the said proxy, the proxy may be voted and exercised only by the chairman of the board of directors. In no event may a proxy be counted in determining the existence of a quorum as specified by the by-laws.
ARTICLE X SEAL
The board of directors shall provide a corporate seal, which shall be affixed to all official corporate documents pursuant to annotated code of Missouri.
ARTICLE XI WAIVER OF NOTICE
Whenever any notices are required to be given under the provisions of annotated code of Missouri or under the provisions of the articles of incorporation or by the by-laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent of giving such notice.
ARTICLE XII AMENDMENT OF BYLAWS
These by-laws may be altered, amended, or repealed, and new by-laws may be adopted by a majority of the directors present at any regular meeting or any additional meeting, if at least seven (7) days written notice ids given of intention to alter, amend, or repeal or to adopt new by-laws at such meeting.