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LEGION SIX
HISTORICAL FOUNDATION, INC.,
a California Public Benefit Corporation
Corporate Bylaws
I. OFFICES
A. Principal Office
The principal office of the
corporation for the transaction of its business is located in Los Angeles
County, California. The initial address of these offices shall be 25722 West
Hammet Circle, Stevenson Ranch, California 91381-1315.
B. Change Of Address
The county of the
corporation's principal office can be changed only by amendment of these Bylaws
and not otherwise. The Senate may, however, change the principal office from one
location to another within the named county by noting the changed address and
effective date below, and such changes of address shall not be deemed an
amendment of these Bylaws.
C. Other Offices
The corporation may also have
offices at such other places, within or without the State of California, where
it is qualified to do business, as its business may require and as the board of
directors may, from time to time, designate.
II. PURPOSES
A. Objectives And Purposes
Legion Six is a nonprofit public benefit corporation and is
not organized for the private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for charitable purposes. The specific
purposes for which this corporation is organized are the accurate portrayal of
Imperial Roman life for the purposes of the education of our observers and the
furthering of knowledge of the era by engaging in experimental archeology.
This mission will be promoted by public displays and
demonstrations at various venues, including renaissance fairs, historical
timelines, schools and universities, churches, Scout camps and similar
organizations, and anywhere else we can gather people to teach. We will engage
in the publication of newsletters and other literature in print and other media,
including a website and electronic discussion forum. We will seek participation
in film and other media projects that strive to document or portray Roman
history and culture, both on a volunteer and reimbursed basis. The Legion will
participate in living history hikes, encampments and other events that will
strive to validate or disprove scholarly theory about Roman military and
civilian life by putting the theories into practice and evaluating their
utility. The Legion will seek to create and market accurately researched Roman
military equipment and accoutrements for our own use and for use of other
historical education groups around the world. We will also constantly seek to
find other means to pursue our mission as seen fit by the Senate.
III. DIRECTORS
A. Types
Legion Six shall have two types of directors and collectively they shall be
known as the Senate for purposes of this and other legal documents and will
function as a traditional Board of Directors. These directors may be referred to
as Senators in Legion Six documents and literature, and the terms “Director” and
“Senator” shall be used interchangeably. There shall be Patrician Senators who
are nominated and elected by the existing members of the Senate itself. There
shall also be Plebian Senators who are nominated and elected by the totality of
the non-statutory Participating membership as defined in Article XII, Section C.
Both types of Senator or director will have identical powers, duties, and other
restrictions; only their voting processes and terms of office will vary.
B. Number
Legion Six shall have five
(5) directors. There shall be three (3) Patrician Senators or directors, and two
(2) Plebian Senators or directors. The total number, or number of each type, may
be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption
of a new Bylaw, as provided in these Bylaws.
C. Powers
Subject to the provisions of
the California Nonprofit Public Benefit Corporation law and any limitations in
the Articles of Incorporation and Bylaws relating to action required or
permitted to be taken or approved by the members, if any, of this corporation,
the activities and affairs of this corporation shall be conducted and all
corporate powers shall be exercised by or under the direction of the Senate.
D. Duties
It shall be the duty of the
directors to:
1. Perform any and all
duties imposed on them collectively or individually by law, by the Articles of
Incorporation of this corporation, or by these Bylaws;
2. Appoint and remove,
employ and discharge, and, except as otherwise provided in these Bylaws,
prescribe the duties and fix the compensation, if any, of all officers, agents
and employees of the corporation;
3. Supervise all officers,
agents and employees of the corporation to assure that their duties are
performed properly;
4. Meet at such times and
places as required by these Bylaws;
5. Register their addresses
with the Secretary of the corporation and notices of meetings mailed or
telegraphed to them at such addresses shall be valid notices thereof.
E. Terms Of Office
Each director shall hold
office for a term specified in these Bylaws, and until his or her successor is
elected and qualifies.
1. The term of office for
the Patrician Senators will be two years and shall commence on the day following
the second quarter meeting of the Senate, during which voting shall take place.
The terms of the Patricians shall be staggered so that their terms shall not all
end at once.
2. The term of office for
the Plebian Senators will be one year and shall commence on the day after the
annual General Membership Meeting to be held on the second Saturday in January
each year. As a courtesy to the Participating membership, the Plebian Senators
will be nominated and voted in by a majority of those Participating members who
attend this annual meeting. As the membership of Legion Six is entirely
non-statutory, as detailed in Article XII of this document, the courtesy of this
voting privilege may be revoked by the Senate at any time by amendment of this
Bylaw and / or the amendment or removal of Article III, Section A of these
Bylaws.
F. Compensation
Directors shall serve without
compensation except that they shall be allowed and paid their actual and
necessary expenses incurred in attending Senate meetings. In addition, they
shall be allowed reasonable advancement or reimbursement of expenses incurred in
the performance of their regular duties as specified in Section D of this
Article. Directors may not be compensated for rendering services to the
corporation in any capacity other than director unless such other compensation
is reasonable and is allowable under the provisions of Section 6 of this
Article.
G. Restriction Regarding
Interested Directors
Notwithstanding any other
provision of these Bylaws, not more than forty-nine percent (49%) of the persons
serving on the board may be interested persons. For purposes of this Section,
"interested persons" means either:
1. Any person currently
being compensated by the corporation for services rendered it within the
previous twelve (12) months, whether as a full- or part-time officer or other
employee, independent contractor, or otherwise, excluding any reasonable
compensation paid to a director as director; or
2. Any brother, sister,
ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-in-law of any such person.
H. Place Of Meetings
Meetings shall be held at the
principal office of the corporation unless otherwise provided by the board or at
such place within or without the State of California that has been designated
from time to time by resolution of the Senate. In the absence of such
designation, any meeting not held at the principal office of the corporation
shall be valid only if held on the written consent of all directors given either
before or after the meeting and filed with the Secretary of the corporation or
after all board members have been given written notice of the meeting as
hereinafter provided for special meetings of the board.
Any meeting, regular or
special, may be held by conference telephone, electronic video screen
communication, or other communications equipment. Participation in a meeting
through use of conference telephone constitutes presence in person at that
meeting so long as all directors participating in the meeting are able to hear
one another. Participation in a meeting through use of electronic video screen
communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the
following apply:
1. Each
director participating in the meeting can communicate with all of the other
directors concurrently;
2. Each
director is provide the means of participating in all matters before the board,
including, without limitation, the capacity to propose, or to interpose an
objection to, a specific action to be taken by the corporation;
3. The
corporation adopts and implements some means of verifying 1) that all persons
participating in the meeting are directors of the corporation or are otherwise
entitled to participate in the meeting, and 2) that all actions of, or votes by,
the board are taken and cast only by directors and not by persons who are not
directors.
I. Regular and Annual Meetings
Regular meetings of the
Senate shall be held on the second Saturday of each Quarter at 9:00 AM, unless
such day falls on a display event, in which case the regular meeting shall be
held one hour after the close of the event venue. The Quarterly meetings shall
occur in February, May, August, and November.
As Legion Six Historical
Foundation, Inc. makes no provision for members, then, at the annual meeting of
directors held on the second Saturday in August, Patrician Senators shall be
elected by the Senate in accordance with this section. Cumulative voting by
directors for the election of directors shall not be permitted. The candidates
receiving the highest number of votes up to the number of directors to be
elected shall be elected. Each director shall cast one vote, with voting being
by ballot only.
The two (2) Plebian Senators
will be voted for by the non-statutory Participating members at the General
Assembly Meeting on the second Saturday of January each year. This courtesy
shall remain effective unless changed by amendment of this Article III, Sections
A, B and I.
Special meetings of the
Senate may be called by the Chairperson of the board, the President (Senior
Consul), the Vice President (Junior Consul), the Secretary (Praetor), or by any
two Senators, and such meetings shall be held at the place, within or without
the State of California, designated by the person or persons calling the
meeting, and in the absence of such designation, at the principal office of the
corporation.
K. Notice of Meetings
Regular meetings of the
Senate may be held without notice. Special meetings of the board shall be held
upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice
delivered personally or by telephone or telegraph. If sent by mail or telegraph,
the notice shall be deemed to be delivered on its deposit in the mails or on its
delivery to the telegraph company. Such notices shall be addressed to each
director at his or her address as shown on the books of the corporation. Notice
of the time and place of holding an adjourned meeting need not be given to
absent directors if the time and place of the adjourned meeting are fixed at the
meeting adjourned and if such adjourned meeting is held no more than twenty-four
(24) hours from the time of the original meeting. Notice shall be given of any
adjourned regular or special meeting to directors absent from the original
meeting if the adjourned meeting is held more than twenty-four (24) hours from
the time of the original meeting.
Notice of meetings not herein
dispensed with shall specify the place, day and hour of the meeting. The purpose
of any Senate meeting need not be specified in the notice.
The transactions of any
meeting of the board, however called and noticed or wherever held, are as valid
as though the meeting had been duly held after proper call and notice, provided
a quorum, as hereinafter defined, is present and provided that either before or
after the meeting each director not present signs a waiver of notice, a consent
to holding the meeting, or an approval of the minutes thereof. All such waivers,
consents, or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.
A quorum shall consist of
three (3) Senators.
Except as otherwise provided
in these Bylaws or in the Articles of Incorporation of this corporation, or by
law, no business shall be considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and the only motion which the
Chair shall entertain at such meeting is a motion to adjourn. However, a
majority of the directors present at such meeting may adjourn from time to time
until the time fixed for the next regular meeting of the board.
When a meeting is adjourned
for lack of a quorum, it shall not be necessary to give any notice of the time
and place of the adjourned meeting or of the business to be transacted at such
meeting, other than by announcement at the meeting at which the adjournment is
taken, except as provided in Section K of this Article.
The Senators present at a
duly called and held meeting at which a quorum is initially present may continue
to do business notwithstanding the loss of a quorum at the meeting due to a
withdrawal of directors from the meeting, provided that any action thereafter
taken must be approved by at least a majority of the required quorum for such
meeting or such greater percentage as may be required by law, or the Articles of
Incorporation or Bylaws of the Legion.
Every act or decision done or
made by a majority of the directors present at a meeting duly held at which a
quorum is present is the act of the Senate, unless the Articles of Incorporation
or Bylaws of this corporation, or provisions of the California Nonprofit Public
Benefit Corporation Law, particularly those provisions relating to appointment
of committees (Section 5212), approval of contracts or transactions in which a
director has a material financial interest (Section 5233) and indemnification of
directors (Section 5238e), require a greater percentage or different voting
rules for approval of a matter by the board.
Meetings of the Senate shall
be presided over by the Chairperson of the Board, or, if no such person has been
so designated or, in his or her absence, the President (Senior Consul) of the
corporation or, in his or her absence, by the Vice President (Junior Consul) of
the corporation or, in the absence of each of these persons, by a Chairperson
chosen by a majority of the directors present at the meeting. The Secretary
(Praetor) of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall appoint
another person to act as Secretary of the Meeting.
Robert’s Rules of Order shall
govern meetings; as such rules may be revised from time to time, insofar as such
rules are not inconsistent with or in conflict with these Bylaws, with the
Articles of Incorporation of this corporation, or with provisions of law.
Any action required or
permitted to be taken by the Senate under any provision of law may be taken
without a meeting, if all Senators shall individually or collectively consent in
writing to such action. For the purposes of this Section only, "all Senators"
shall not include any "interested director" as defined in Section 5233 of the
California Nonprofit Public Benefit Corporation Law. Such written consent or
consents shall be filed with the minutes of the proceedings of the board. Such
action by written consent shall have the same force and effect as the unanimous
vote of the directors. Any certificate or other document filed under any
provision of law which relates to action so taken shall state that the action
was taken by unanimous written consent of the Senate without a meeting and that
the Bylaws of this corporation authorize the Senators to so act, and such
statement shall be prima facie evidence of such authority.
Vacancies on the Senate shall
exist (1) on the death, resignation or removal of any Senator, and (2) whenever
the number of authorized Senators is increased.
The Senate may declare vacant
the office of a director who has been declared of unsound mind by a final order
of court, or convicted of a felony, or been found by a final order or judgment
of any court to have breached any duty under Section 5230 and following of the
California Nonprofit Public Benefit Corporation Law.
As this corporation has no
members, directors may be removed without cause by a majority of the directors
then in office.
Any director may resign
effective upon giving written notice to the Chairperson of the Board, the
President (Senior Consul), the Secretary (Praetor), or the Senate, unless the
notice specifies a later time for the effectiveness of such resignation. No
director may resign if the corporation would then be left without a duly elected
director or directors in charge of its affairs, except upon notice to the
Attorney General.
Vacancies on the Senate may
be filled by approval of the Senate or, if the number of directors then in
office is less than a quorum, by (1) the unanimous written consent of the
directors then in office, (2) the affirmative vote of a majority of the
directors then in office at a meeting held pursuant to notice or waivers of
notice complying with this Article of these Bylaws, or (3) a sole remaining
director.
A person elected to fill a
vacancy as provided by this Section shall hold office until the next annual
election of the Board of Directors or until his or her death, resignation or
removal from office.
The directors shall not be
personally liable for the debts, liabilities, or other obligations of the
corporation.
T. Indemnification By
Corporation Of Directors, Officers, Employees And Other Agents
To the extent that a person
who is, or was, a director, officer, employee or other agent of this corporation
has been successful on the merits in defense of any civil, criminal,
administrative or investigative proceeding brought to procure a judgment against
such person by reason of the fact that he or she is, or was, an agent of the
corporation, or has been successful in defense of any claim, issue or matter,
therein, such person shall be indemnified against expenses actually and
reasonably incurred by the person in connection with such proceeding.
If such person either settles
any such claim or sustains a judgment against him or her, then indemnification
against expenses, judgments, fines, settlements and other amounts reasonably
incurred in connection with such proceedings shall be provided by this
corporation but only to the extent allowed by, and in accordance with the
requirements of, Section 5238 of the California Nonprofit Public Benefit
Corporation Law.
The Senate may adopt a
resolution authorizing the purchase and maintenance of insurance on behalf of
any agent of the corporation (including a director, officer, employee or other
agent of the corporation) against any liability other than for violating
provisions of law relating to self-dealing (Section 5233 of the California
Nonprofit Public Benefit Corporation Law) asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such, whether or
not the corporation would have the power to indemnify the agent against such
liability under the provisions of Section 5238 of the California Nonprofit
Public Benefit Corporation Law.
IV. Officers
The officers of the
corporation shall be a President also called Senior Consul, a Vice President
called a Junior Consul, a Secretary called a Praetor, and a Chief Financial
Officer who shall be designated the Treasurer or Quaestor. The corporation may
also have, as determined by the Senate, a Chairperson of the Board, any number
of additional Vice Presidents, Assistant Secretaries, Assistant Treasurers, or
other officers. The same person may hold any number of offices except that
neither the Secretary nor the Treasurer may serve as the President or
Chairperson of the Board.
Any person may serve as
officer of this corporation. Officers shall be elected by the Senate, at any
time, and each officer shall hold office until he or she resigns or is removed
or is otherwise disqualified to serve, or until his or her successor shall be
elected and qualified, whichever occurs first.
The Senate may appoint such
other officers or agents as it may deem desirable, and such officers shall serve
such terms, have such authority, and perform such duties as may be prescribed
from time to time by the Senate.
The Senate may remove any
officer, either with or without cause,, at any time. Any officer may resign at
any time by giving written notice to the Senate or to the President (Senior
Consul) or Secretary (Praetor) of the corporation. Any such resignation shall
take effect at the date of receipt of such notice or at any later date specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The above provisions of
this Section shall be superseded by any conflicting terms of a contract that has
been approved or ratified by the Senate relating to the employment of any
officer of the corporation.
Any vacancy caused by the
death, resignation, removal, disqualification, or otherwise, of any officer
shall be filled by the Senate. In the event of a vacancy in any office other
than that of President (Senior Consul), such vacancy may be filled temporarily
by appointment by the President (Senior Consul) until such time as the Senate
shall fill the vacancy. Vacancies occurring in offices of officers appointed at
the discretion of the board may or may not be filled, as the Senate shall
determine.
The President of the Legion
shall be known as the Senior Consul and serve as the chief executive officer of
the corporation and shall, subject to the control of the Senate, supervise and
control the affairs of the corporation and the activities of the officers. He or
she shall perform all duties incident to his or her office and such other duties
as may be required by law, by the Articles of Incorporation of this corporation,
or by these Bylaws, or which may be prescribed from time to time by the Senate.
Unless another person is specifically appointed as Chairperson of the Senate, he
or she shall preside at all meetings of the Senate. If applicable, the Senior
Consul shall preside at all meetings of the members. Except as otherwise
expressly provided by law, by the Articles of Incorporation, or by these Bylaws,
he or she shall, in the name of the corporation, execute such deeds, mortgages,
bonds, contracts, checks, or other instruments which may from time to time be
authorized by the Senate.
In the absence of the Senior
Consul, or in the event of his or her inability or refusal to act, the Junior
Consul shall perform all the duties of the Senior Consul, and when so acting
shall have all the powers of, and be subject to all the restrictions on, the
Senior Consul. The Junior Consul shall have other powers and perform such other
duties as may be prescribed by law, by the Articles of Incorporation, or by
these Bylaws, or as may be prescribed by the Senate.
In the absence of both the
Senior Consul and the Junior Consul, or in the event of their inability or
refusal to act, the Plebian Tribune shall perform all the duties of the Senior
Consul, and when so acting shall have all the powers of, and be subject to all
the restrictions on, the Senior Consul. The Plebian Tribune shall have other
powers and perform such other duties as may be prescribed by law, by the
Articles of Incorporation, or by these Bylaws, or as may be prescribed by the
Senate.
The Praetor shall:
Certify and keep at the
principal office of the corporation the original, or a copy of these Bylaws as
amended or otherwise altered to date.
Keep at the principal office
of the corporation or at such other place as the board may determine, a book of
minutes of all meetings of the directors, and, if applicable, meetings of
committees of directors and of members, recording therein the time and place of
holding, whether regular or special, how called, how notice thereof was given,
the names of those present or represented at the meeting, and the proceedings
thereof.
See that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records
and of the seal of the corporation and see that the seal is affixed to all duly
executed documents, the execution of which on behalf of the corporation under
its seal is authorized by law or these Bylaws.
Keep at the principal office
of the corporation a membership book containing the name and address of each and
any members, and, in the case where any membership has been terminated, he or
she shall record such fact in the membership book together with the date on
which such membership ceased.
Exhibit at all reasonable
times to any director of the corporation, or to his or her agent or attorney, on
request therefore, the Bylaws, the membership book, and the minutes of the
proceedings of the directors of the corporation.
In general, perform all
duties incident to the office of Praetor and such other duties as may be
required by law, by the Articles of Incorporation of this corporation, or by
these Bylaws, or which may be assigned to him or her from time to time by the
Senate.
Subject to the provisions of
these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the
Quaestor shall:
Have charge and custody of,
and be responsible for, all funds and securities of the corporation, and deposit
all such funds in the name of the corporation in such banks, trust companies, or
other depositories as shall be selected by the Senate.
Receive, and give receipt
for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be
disbursed, the funds of the corporation as may be directed by the Senate, taking
proper vouchers for such disbursements.
Keep and maintain adequate
and correct accounts of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains
and losses.
Exhibit at all reasonable
times the books of account and financial records to any director of the
corporation, or to his or her agent or attorney, on request therefore.
Render to the Senior Consul
and Senators, whenever requested, an account of any or all of his or her
transactions as Quaestor and of the financial condition of the corporation.
Prepare, or cause to be
prepared, and certify, or cause to be certified, the financial statements to be
included in any required reports.
In general, perform all
duties incident to the office of Quaestor or Treasurer and such other duties as
may be required by law, by the Articles of Incorporation of the corporation, or
by these Bylaws, or which may be assigned to him or her from time to time by the
Senate.
The salaries of the officers,
if any, shall be fixed from time to time by resolution of the Senate, and no
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a director of the corporation, provided, however, that such
compensation paid a director for serving as an officer of this corporation shall
only be allowed if permitted under the provisions of Article III, Section F of
these Bylaws. In all cases, any salaries received by officers of this
corporation shall be reasonable and given in return for services actually
rendered for the corporation which relate to the performance of the charitable
or public purposes of this corporation.
V. Committees
The Legion Six Historical
Foundation, Inc. shall make no provision for executive committees at this time.
This may be later modified by repeal and redrafting of this section by action of
the Senate as described in these bylaws.
The corporation shall have
such other committees as may from time to time be designated by resolution of
the Senate. Such other committees may consist of persons who are not also
members of the board. These additional committees shall act in an advisory
capacity only to the board and shall be clearly titled as "advisory" committees.
Meetings and action of
committees shall be governed by, noticed, held and taken in accordance with the
provisions of these Bylaws concerning meetings of the Senate, with such changes
in the context of such Bylaw provisions as are necessary to substitute the
committee and its members for the Senate and its members, except that the time
for regular meetings of committees may be fixed by resolution of the Senate or
by the committee. The Senate may also fix the time for special meetings of
committees. The Senate may also adopt rules and regulations pertaining to the
conduct of meetings of committees to the extent that such rules and regulations
are not inconsistent with the provisions of these Bylaws.
VI. Execution
Of Instruments, Deposits And Funds
A. Execution Of Instruments
The Senate, except as
otherwise provided in these Bylaws, may by resolution authorize any officer or
agent of the corporation 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 confined to specific instances. Unless so authorized, no
officer, agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable monetarily for any purpose or in any amount.
B. Checks and Notes
Except as otherwise
specifically determined by resolution of the Senate, or as otherwise required by
law, checks, drafts, promissory notes, orders for the payment of money, and
other evidence of indebtedness of the corporation shall be signed by the
Quaestor (Treasurer) and countersigned by the Senior Consul (President) of the
corporation.
C. 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 Senate may select.
D. Gifts
The Senate may accept on
behalf of the corporation any contribution, gift, bequest, or devise for the
charitable or public purposes of this corporation.
VII. Corporate Records, Reports And Seal
A. Maintenance Of Corporate Records
The corporation shall keep at
its principal office in the State of California:
(a) Minutes of all meetings
of Senate, committees of the developed by the Senate and, if this corporation
has members, of all meetings of members, indicating the time and place of
holding such meetings, whether regular or special, how called, the notice given,
and the names of those present and the proceedings thereof;
(b) Adequate and correct
books and records of account, including accounts of its properties and business
transactions and accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
(c) A record of its members
both statutory and advisory, if any, indicating their names and addresses and,
if applicable, the class of membership held by each member and the termination
date of any membership;
(d) A copy of the
corporation's Articles of Incorporation and Bylaws as amended to date, which
shall be open to inspection by the members, if any, of the corporation at all
reasonable times during office hours.
(e) A record of corporate
policies in the form of Senatorial decisions or resolutions, authenticity and
conduct standards, and other operational policies shall be maintained and
referred to as the Mos Majorum. This is the term used by the ancient Romans to
refer to their record of the “way of the majority,” or more loosely “how things
are done.” The Mos Majorum may refer to any number of documents, handbooks, or
other publications of the corporation.
B. Corporate Seal
The Senate may adopt, use,
and at will alter, a corporate seal. Such seal shall be kept at the principal
office of the corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
C. Directors' Inspection Rights
Every Senator shall have the
absolute right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the
corporation.
D. Members' Inspection Rights
If this corporation has any
members, then each and every member shall have the following inspection rights,
for a purpose reasonably related to such person's interest as a member:
(a) To inspect and copy the
record of all members' names, addresses and voting rights, at reasonable times,
upon five (5) business days' prior written demand on the corporation, which
demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the
Praetor (Secretary) of the corporation, upon written demand and payment of a
reasonable charge, an alphabetized list of the names, addresses and voting
rights of those members entitled to vote for the election of directors as of the
most recent record date for which the list has been compiled or as of the date
specified by the member subsequent to the date of demand. The demand shall state
the purpose for which the list is requested. The membership list shall be made
available on or before the later of ten (10) business days after the demand is
received or after the date specified therein as of which the list is to be
compiled.
(c) To inspect at any
reasonable time the books, records, or minutes of proceedings of the members or
of the board or committees of the board, upon written demand on the corporation
by the member, for a purpose reasonably related to such person's interests as a
member.
E. Right To Copy And Make Extracts
Any inspection under the
provisions of this Article may be made in person or by agent or attorney and the
right to inspection includes the right to copy and make extracts.
F. Annual Report
The board shall cause an
annual report to be furnished not later than one hundred and twenty (120) days
after the close of the corporation's fiscal year to all directors of the
corporation and, if this corporation has members, to any member who requests it
in writing, which report shall contain the following information in appropriate
detail:
(a) The assets and
liabilities, including the trust funds, of the corporation as of the end of the
fiscal year;
(b) The principal changes in
assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts
of the corporation , both unrestricted and restricted to particular purposes,
for the fiscal year;
(d) The expenses or
disbursements of the corporation, for both general and restricted purposes,
during the fiscal year;
(e) Any information required
by Section G of this Article.
The annual report shall be
accompanied by any report thereon of independent accountants, or, if there is no
such report, the certificate of an authorized officer of the corporation that
such statements were prepared without audit from the books and records of the
corporation.
If this corporation has
members, then, if this corporation receives TWENTY-FIVE THOUSAND DOLLARS
($25,000), or more, in gross revenues or receipts during the fiscal year, this
corporation shall automatically send the above annual report to all members, in
such manner, at such time, and with such contents, including an accompanying
report from independent accountants or certification of a corporate officer, as
specified by the above provisions of this Section relating to the annual report.
G. Annual Statement Of Specific
Transactions To Members
This corporation shall mail
or deliver to all directors and any and all members a statement within one
hundred and twenty (120) days after the close of its fiscal year which briefly
describes the amount and circumstances of any indemnification or transaction of
the following kind:
(a) Any transaction in which
the corporation, or its parent or its subsidiary, was a party, and in which
either of the following had a direct or indirect material financial interest:
(1) Any director or officer
of the corporation, or its parent or subsidiary (a mere common directorship
shall not be considered a material financial interest); or
(2) Any holder of more than
ten percent (10%) of the voting power of the corporation, its parent or its
subsidiary.
The above statement need only
be provided with respect to a transaction during the previous fiscal year
involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a
number of transactions with the same persons involving, in the aggregate, more
than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need
only be provided with respect to indemnifications or advances aggregating more
than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any
director or officer, except that no such statement need be made if such
indemnification was approved by the members pursuant to Section 5238(e)(2) of
the California Nonprofit Public Benefit Corporation Law.
Any statement required by
this Section shall briefly describe the names of the interested persons involved
in such transactions, stating each person's relationship to the corporation, the
nature of such person's interest in the transaction and, where practical, the
amount of such interest, provided that in the case of a transaction with a
partnership of which such person is a partner, only the interest of the
partnership need be stated.
If this corporation has any
members and provides all members with an annual report according to the
provisions of Section 6 of this Article, then such annual report shall include
the information required by this Section.
VIII. Fiscal Year
A. Fiscal Year Of The Corporation
The fiscal year of the
corporation shall begin on the first (1) of January and end on the thirty-first
(31) of December in each year.
IX. Amendment of Bylaws
A. Amendment
Subject to any provision of
law applicable to the amendment of Bylaws of public benefit nonprofit
corporations, these Bylaws, or any of them, may be altered, amended, or repealed
and new Bylaws adopted as follows:
(a) Subject to the power of
members, if any, to change or repeal these Bylaws under Section 5150 of the
Corporations Code, by approval of the Senate unless the Bylaw amendment would
materially and adversely affect the rights of members, if any, as to voting or
transfer, provided, however, if this corporation has admitted any members, then
a Bylaw specifying or changing the fixed number of directors of the corporation,
the maximum or minimum number of directors, or changing from a fixed to variable
board or vice versa, may not be adopted, amended, or repealed except as provided
in subparagraph (b) of this Section; or
(b) By approval of the
members, if any, of this corporation.
X. Amendment Of Articles
A. Amendment Of Articles Before Admission
Of Members
Before any members have been
admitted to the corporation, any amendment of the Articles of Incorporation may
be adopted by approval of the Senate.
B. Amendment Of Articles After Admission
Of Members
After statutory members, if
any, have been admitted to the corporation, amendment of the Articles of
Incorporation may be adopted by the approval of the Senate and by the approval
of the members of this corporation.
C. Certain Amendments
Notwithstanding the above
sections of this Article, this corporation shall not amend its Articles of
Incorporation to alter any statement which appears in the original Articles of
Incorporation of the names and addresses of the first directors of this
corporation, nor the name and address of its initial agent, except to correct an
error in such statement or to delete such statement after the corporation has
filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section
6210 of the California Nonprofit Corporation Law.
XI. Prohibition Against Sharing Corporate
Profits
A. Prohibition Against Sharing Corporate
Profits And Assets
No member, director, officer,
employee, or other person connected with this corporation, or any private
individual, shall receive at any time any of the net earnings or pecuniary
profit from the operations of the corporation, provided, however, that this
provision shall not prevent payment to any such person of reasonable
compensation for services performed for the corporation in effecting any of its
public or charitable purposes, provided that such compensation is otherwise
permitted by these Bylaws and is fixed by resolution of the Senate; and no such
person or persons shall be entitled to share in the distribution of, and shall
not receive, any of the corporate assets on dissolution of the corporation. All
members, if any, of the corporation shall be deemed to have expressly consented
and agreed that on such dissolution or winding up of the affairs of the
corporation, whether voluntarily or involuntarily, the assets of the
corporation, after all debts have been satisfied, shall be distributed as
required by the Articles of Incorporation of this corporation and not otherwise.
XII. Members
A. Determination Of Members
Legion Six Historical
Foundation, Inc. makes no provision for statutory members under the meaning of
Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of
California or Section 5056 of the California Corporations Code. Therefore, any
action that would otherwise, under law or the provisions of the Articles of
Incorporation or Bylaws of this corporation, require approval by a majority of
all members or approval by the members, shall only require the approval of the
Senate.
B. Non-statutory Members
The Senate shall have the option to create or modify
classes and types of non-statutory advisory membership. None of these advisory
members are members within the meaning of Section 5056 of the California
Corporations Code or Section 5310(b) of the Nonprofit Public Benefit Corporation
Law of the State of California. Such classes or types of advisory membership can
shall be described in this section C of this article of these bylaws and may be
modified or deleted by amendment of this article.
(a) Advisory membership in Legion Six is potentially open
to any interested adult without restriction of sex, citizenship, race, creed or
other affiliation or persuasion. Some types or classes of membership will be
restricted to persons who have been approved by the Senate, in order to maintain
historical accuracy for our displays and educational presentations. Minors will
be accepted to certain types of advisory membership with written approval of
their parents or guardians.
(b) Advisory membership in Legion Six may be revoked and /
or denied for the following reasons: (1) conviction of violation of civil or
criminal law, (2) actions which endanger Legion Six, (3) violation of the
By-Laws or Mos Majorum (established policies) of Legion Six, (4) formal
recommendation arising out of procedures for the purpose as defined in the Mos
Majorum.
(c) The Senate shall have the sole authority to define the
classes of membership and to establish and revise a schedule of dues. Fees for
admission to or participation in events other than regular business meetings of
Legion Six or any of its branches shall not be considered dues.
C. Types of Advisory Membership
At this time the types of non-statutory advisory membership
pertaining to Legion Six are as follows:
(a) Participating Members- Persons wishing to actively
participate with Legion Six at public events and displays portraying an ancient
character. Such impressions or portrayals shall be regulated by the standards of
conduct and authenticity described in the Mos Majorum and the Senate must
approve each such member and their intended impression. Dues for Participating
Members shall be $35 per annum, due at the General Membership Meeting in January
or upon approval of the Senate for new members.
(b) Supporting Members- Persons wishing to support Legion
Six’s mission without taking an active role in the corporation’s events or
displays. This type of membership is open to anyone interested, regulated by
Section B. of this Article. Supporting members will receive a subscription to
the corporate newsletter AD SIGNA! in return for their membership dues and are
welcome to join us at meetings and research sessions. Dues shall be $20 per
annum due in January.
(c) Associates- Persons with any level of interest in
Roman history who wish to join the Legion’s internet chat community at http://groups.yahoo.com/group/legiovi
or who request inclusion on the Legion’s electronic mail distribution list shall
be referred to as Associates. This includes potential recruits who have not
formally joined as Supporting Members or been accepted as Participating Members.
This type of association is open to anyone, under regulation by Section B of
this Article and shall bear no cost or dues.
Written Consent Of Directors Adopting Bylaws
We, the undersigned, are all
of the persons named as the initial directors in the Articles of Incorporation
of the Legion Six Historical Foundation, a California nonprofit corporation,
and, pursuant to the authority granted to the directors by these Bylaws to take
action by unanimous written consent without a meeting, consent to, and hereby
do, adopt the foregoing Bylaws, consisting of seventeen (17) pages, as the
Bylaws of this corporation.
Dated: ___________
____________________
Caius A. Man, Director
____________________
David S. Michaels, Director
____________________
Norman D. Morris, Director
____________________
Ronald E. Glass, Director
____________________
Gil E. Whitley, Director
Certificate
This is to certify that the
foregoing is a true and correct copy of the Bylaws of the Legion Six Historical
Foundation, Inc. and that such Bylaws were duly adopted by the Senate (Board of
Directors) of said corporation on the date set forth below.
Dated: ___________
____________________
Gil E. Whitley, Secretary
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