BURROUGHS BIBLIOPHILES, INC.
Holiday Inn, Miamisburg, Ohio, 14 August 2009
THE BURROUGHS BIBLIOPHILES, INC.
NAME, LOCATION AND PURPOSES
Section 1. NAME: This Corporation shall be known as THE BURROUGHS BIBLIOPHILES, INC., and is organized on a non-stock, nonprofit basis under the laws of the Commonwealth of Kentucky.
Section 2. LOCATION: The Corporation shall have and continuously maintain in the Commonwealth of Kentucky a Registered Agent whose office is identical with the Registered Office as required by law. The Registered Office may be, but need not be, identical with the principle office of the Corporation. The address of the Registered Office and Registered Agent may be changed from time to time by the Board of Directors.
Section 3. PURPOSE: The purposes for which this Corporation is formed and the powers which it may exercise are set forth in the ARTICLES OF INCORPORATION duly filed with the Secretary of State and with the Clerk of Jefferson County, Kentucky (which see).
BOARD OF DIRECTORS
Section 1. The CONTROL and MANAGEMENT of the affairs of this Corporation and the distribution and use of its assets shall be vested in a Board of Directors of not less than three (3) or more than seven (7) individuals.
The initial Board will consist of the three (3) Directors named in the ARTICLES OF INCORPORATION.
Section 2. The TERM of each Director shall be for a minimum term of three (3) years, or until the election or appointment of his or her successor. Election by a majority vote of the Board of Directors. The TERM of the Chairman shall be a minimum of one (1) year and shall either stand for re-election annually, or a successor shall stand for election in his or her place and be elected by a majority vote of the Board of Directors.
Section 3. QUALIFICATION OF DIRECTORS: Each candidate for the Board of Directors shall be a member in good standing of the BURROUGHS BIBLIOPHILES for at least twelve (12) months prior to election.
Section 4. The Board of Directors shall have the right to increase or decrease, within the limits set forth above, its number of Directors. If increased, the then existing Board of Directors shall elect the additional Directors by a majority vote at a properly called annual convention meeting, and such additional Directors shall serve until the next Board election, or until their successors are elected or appointed. The Board may terminate a Director's tenure for conduct deemed detrimental to the Burroughs Bibliophiles. A majority vote of the Board will be required for the removal of a Director.
Section 5. Any vacancy occurring on the Board of Directors shall be filled by a vote of the majority of the Directors present at a duly called meeting of the Board. The Director elected to fill such vacancy shall serve for the remainder of his predecessor's term, or until a successor is elected or appointed. Notice of such vacancy being filled by the Board shall be published in the next issue of THE BURROUGHS BULLETIN.
Section 6. An annual meeting of the Board of Directors shall be held in conjunction with the annual convention (Dum-Dum) of each calendar year. Additional meetings, if necessary, can be conducted in person or by long-distance telephone.
Section 7. Special meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place, either within or without the State of Kentucky, whenever called by the Chairman or by a majority of the Board.
Section 8. A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the Directors then in office. The majority vote of the Directors present at a duly called meeting at which a quorum is present shall be sufficient for the transaction of any and all business, except for the removal of a Director or Officer and an amendment to these BYLAWS, and as it is hereinafter provided.
Section 9. Directors shall receive no compensation for their services to the Corporation in their capacity as Directors, but may be entitled to reimbursement for reasonable expenses incurred on behalf of the Corporation. The Editor or Editors of THE BURROUGHS BULLETIN and THE GRIDLEY WAVE, House of Greystoke publications, or other special projects may receive remuneration for their services in those capacities in whatever amounts the Board of Directors may from time to time determine, whether or not such parties are also Officers or are otherwise members of the Board of Directors of the Bibliophiles.
Section 10. The Board membership may create nonvoting classes of director (such as advisory or honorary directors) and may elect or appoint persons to serve in such capacities.
10.1 HONORARY BOARD OF DIRECTOR MEMBERS. The Board of Directors may elect from the Bibliophile membership such honorary directors and officers as it may from time to time determine. The Board of Directors may also elect past or retiring Board members to the position of Honorary Board Members in recognition of extraordinary service to the Burroughs Bibliophiles. Such members shall not be entitled to vote at any meeting of the Board of Directors nor shall their numbers be included in the membership count of the Board of Directors.
10.2 BOARD OF ADVISORS. The Board of Advisors shall be advisory û only to the Board of Directors. The Board of Advisors shall be convened from time to time for the purpose of seeking input and generation of support for the Bibliophiles' planning and financial development efforts. All retired members of the Board of Directors as well as additional individuals are eligible to be invited to serve on the Board of Advisors for indefinite terms. Members of the Board of Advisors may not concurrently serve on the Board of Directors.
Section 1. The officers of the Corporation shall consist of a Chairman, one or more Vice-Chairmen as may be determined by the Board of Directors, a Secretary, a Treasurer and such other officers as may be determined by the Board of Directors.
Section 2. Any person may serve as an Officer of this Corporation.
Section 3. The Officers of the Corporation shall be elected by the Board of Directors at the annual convention of the Burroughs Bibliophiles. The same person may hold any two or more offices. The TERM of each Officer shall be for a minimum term of three (3) years, or until the election or appointment of his or her successor.
Section 4. Any Officer elected by the Board of Directors may be removed by a majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby. Any such removal shall be without prejudice to the actions taken by said Officer prior to such removal. A majority vote of the Board will be required for the removal of an Officer.
Section 5. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired term. In the event of the death or voluntary retirement of the Editor of THE BURROUGHS BULLETIN, the Chairman shall, within a period of no less than six (6) weeks, call a special meeting of the Board of Directors to elect or appoint his successor in order to ensure the uninterrupted continuation of all publications, convention plans and Corporation business.
Section 6. The Chairman shall be the Chief Executive Officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed.
Section 7. In the absence of the Chairman or in the event of his inability or refusal to act, the Vice-Chairman, or the most senior officer in the order of their election, shall perform the duties of the Chairman, and, when so acting, shall have all of the powers of, and be subject to, all restrictions upon the Chairman. Any officer shall perform such other duties as may from time to time be assigned by the Chairman or by the Board of Directors.
Section 8. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipt for monies due and payable to the Corporation from any source whatsoever, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected and so designated by the Board of Directors. The Treasurer shall perform all duties normally incident to such office and such other duties as, may, from
time to time, be assigned by the Chairman or by the Board of Directors.
Section 9. The Secretary of the Corporation shall have charge and custody of the corporate records, including all records and minutes of all official meetings. The Secretary shall maintain a complete record of the post-office address of all members of the Board of Directors, all Officers and, in general, perform all duties incident to the office of Secretary and such other duties as may be reasonably assigned from time to time by the Chairman or the Board of Directors. The Secretary shall be responsible for
giving notice of all meetings of the Board of Directors and all meetings of the membership.
Section 1. The board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of two (2) or more board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the Corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
Section 2. The Chairman, with the approval of the Board of Directors, shall appoint committees of such size as may be necessary to carry out the activities and effect the objects and purposes of the Corporation. Such committees shall perform such duties and activities as the Chairman and the Board of Directors may direct. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
Section 1. Upon proper application and approval by a majority of the Board of Directors, any regional group may organize a chapter of its own whose purpose shall be to pursue the objectives of THE BURROUGHS BIBLIOPHILES to the maximum extent by encouraging and enlarging memberships, by participation in, and hosting of, national meetings, and by development of programs which contribute to the research and knowledge of Edgar Rice Burroughs, his works and his legacy.
Section 2. All Chapters must adhere to the laws and restrictions that govern the actions of THE BURROUGHS BIBLIOPHILES. Failure to do so can result in the revocation of their Chapter status. THE BURROUGHS BIBLIOPHILES will not be held responsible for any legal actions arising from the activities of the individual Chapters. Section 3. An informal annual report shall be submitted to the Corporation by each Regional Chapter, such report to be available for review at the Annual Convention.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. The Board of Directors, by a majority vote, may require any Officer or employee to give bond for the faithful discharge of their respective duties in such sum, and with such corporate surety, as the Board shall determine. The cost of such bond with surety shall be paid by the Corporation.
Section 2. The Corporation shall indemnify any Director or Officer who was, or is, a party to any threatened, pending, or completed action, suit or proceeding, whether criminal, administrative or investigative, by reason of the fact that he or she is, or was, a Director or Officer of the Corporation, against expenses including professional fees, fines or any amounts paid in settlements actually or reasonably incurred in the connection with such action, suit or proceeding if he or she acted in good faith, and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct to have been unlawful. Any such indemnification shall be made by the Corporation only as authorized in the specific case under determination; that indemnification of the Director or officer is proper under the circumstances because he or she met the applicable standards of conduct set forth above. Such determination shall be made by a majority vote of the members of the Board of Directors who were, or are not, parties to such action, suit or proceeding. The Corporation may purchase insurance to fund these obligations for indemnification.
DISSOLUTION OF THE CORPORATION
Upon dissolution of the Corporation, in accordance with the provisions of the Kentucky Revised Statutes, the assets remaining after payment of all obligations of the Corporation shall be distributed to an organization then holding a tax exempt status under the provisions of Section 501 (c) (3) of the Internal Revenue Code. The Board of Directors, by a majority vote of the then current members of the Board of Directors, shall select one or more qualifying organizations be the receipt of corporate assets only after receiving written verification of the required tax-exempt status. Qualifying organizations shall be submitted to the Board of Directors for consideration. Final dissolution of the Corporation shall not be concluded until all assets have been so distributed.
NOTICE OF MEETINGS AND WAIVERS
SECTION 1. The Secretary shall give fifteen (15) days written notice of the annual and regular meetings of the Board of Directors which shall include the date, location, and time and such other information as shall be designated by the Chairman of the Board of Directors.
SECTION 2. Notice of special meetings of the Board of Directors shall be given to each director, orally or in writing, at least seven (7) days before the time fixed for the meeting, and such notice shall advise each Director as to the time, place and general purpose of the meeting.
SECTION 3. Whenever all of the Directors meet, such meeting shall be valid for all purposes without call or notice.
SECTION 4. Whenever any notice of a meeting is required to be given to any Director of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Director, whether before or at the meeting, shall be equivalent to the giving of such notice.
SECTION 4. The rules contained in The New Robert's Rules of Order, 2nd Edition shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with the provisions of these Bylaws.
The Board of Directors shall have the power to alter or amend the Bylaws of the Corporation provided a written copy of any such proposed change is provided to each Director at least thirty (30) days prior to a duly called meeting at which such proposed changes are to be acted upon by the Board. A two-thirds (2/3) majority vote of the Directors shall be required to adopt any such changes.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial Board of Directors of THE BURROUGHS BIBLIOPHILES, and we consent to, and hereby do, adopt the forgoing Bylaws, consisting of seven (7) preceding pages, as the Bylaws of this Corporation.
BOARD OF DIRECTORS: THE BURROUGHS BIBLIOPHILES