This corporation, known as Laramie Film Society, Inc., shall be governed by its Articles of Incorporation as certified by the Secretary of the State of Wyoming.

The purposes of the corporation shall be exclusively literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), including the preservation of an historic theater to develop and encourage the appreciation of film and the performing arts for such educational purposes.

The members of the corporation shall be those persons or entities who shall pay the periodical dues established from time to time by the Board of Directors. Each member shall have the same rights and privileges, including, without limitation, one (1) vote in the election of Directors. The membership shall elect the Board of Directors at meetings called by the Board for that purpose.

1. General Powers

   The affairs of the corporation shall be managed by a Board of Directors. Directors need not be residents of the State of Wyoming.

2. Number, Tenure and Qualification.The first Board of Directors shall be the Incorporators named in the Articles of Incorporation and shall be replaced by those elected and installed at the first meeting of the organization. The authorized number of Directors shall remain seven (7) until changed by a majority vote of the existing members of the Board of Directors.

   The Board of Directors shall fill all vacancies which occur on the Board with which such Directors to serve indefinitely until an annual meeting of the membership is called by the Board for purposes of electing directors or until their successors are duly elected and qualified. The term of office for members of the board of directors shall be two years, at which time directors whose terms have expired may stand for re-election. No more than four board members may be elected at any annual membership meeting.

3. Regular Meetings.A regular annual meeting of the Board of Directors shall be held without other notice than this By-Law. The purpose of this meeting shall be the election of officers of the corporation, and the transaction of such other business as shall come before the meeting. The Board of Directors may provide by resolution the time and place, either within or without the State of Wyoming, for the holding of additional regular meetings of the Board without other notice than such resolution.
4. Special Meetings.Special meetings of the Board of Directors may be called by, or at the request of, the President or any two (2) directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.

   Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram or electronic mail to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by electronic mail, such notice shall be deemed to be delivered when it is received by the electronic mail server designated in the recipient's electronic mail address.

   Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

   Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

5. Powers of Directors.The directors shall have the general management and control of the activities, property and affairs of the corporation and shall exercise all the powers that may be exercised or performed by the corporation under the statutes, its charter and these By-Laws, but only solely in pursuance of the exclusively literary and educational purposes.

   On all matters submitted to the vote of the Board of Directors, the directors alone shall be entitled to vote and each director shall have one (1) vote.

6. Directors' Consent.Any resolution, in writing, approved and signed by all of the directors entitled to vote, shall have the same force and effect as if the same was passed by all of the directors at a meeting duly called and and held for that purpose, and such resolution shall be recorded by the secretary in the minute book of the corporation.
7. Quorum.A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. By majority is meant fifty-one percent. Any number less than a quorum may adjourn such meeting from time to time without further notice.The act of the majority of the directors present at a meeting at which a quorum is present at the time of the act shall be an act of the Board of Directors.
8. Vacancies.Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.
9. Compensation. Directors as such shall not receive any stated salaries for their services.
10. Informal Action by Directors.Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

1. Officers of the corporation shall be a President, five (5) Vice Presidents, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable. Such officers have the authority to perform the duties prescribed by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Treasurer.

   The term of the officer shall be for two (2) years or until their successors are elected.

2. Vacancies in an office or offices shall be filled by vote of the Board of Directors.
3. All officers and agents shall be subject to removal at any time by the affirmative vote of a majority or the whole Board of Directors.
4. The Secretary shall attend the meetings of the members and directors and shall keep minutes and records of the proceedings of the directors and members at their respective meetings. He or she shall maintain membership records, shall notify the members and directors of their respective meetings, and shall perform such other duties incident to his or her office or-as the directors shall from time to time prescribe.
5. The Treasurer shall have custody of all funds of the corporation and shall deposit the same in the name of the corporation in such bank or banks as the directors shall direct.

   He or she shall collect all dues and other income and endorse on behalf of the corporation, for collection, checks, notes and other obligations for deposit in such banks.

   He or she shall sign all receipts and vouchers for payment made by the corporation and sign all checks or withdrawals made by the corporation and shall pay out and dispose of the same under the direction of the Board of Directors.

   In addition, he or she shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors.

   Whenever required by the Board, he or she shall render a statement of his or her cash account or a financial report and shall, at all reasonable times, exhibit his or her books and accounts to a director or any member of the corporation on request.

6. The President shall be the chief officer of the corporation and shall preside at meetings of the Board of Directors and at meetings of the members and the Executive Committee.

   The President shall present an annual report at the annual meeting of members and shall sign, with the Secretary, all contracts and other instruments when so authorized by the Board; shall have such unusual powers of supervision and management as may pertain to the office of the President; and perform such other duties as the Board may designate.

   In the absence or disability of the Treasurer, the President will sign or endorse checks, drafts and notes. The President shall report on all expenditures of corporate funds to the Board of Directors and shall secure advances approved by the Board of Directors for all expenditures exceeding One Thousand Dollars ($1,000.00).

7. The First Vice President shall be chosen by the Board of Directors from among the Vice Presidents of the corporation. In the event of the absence, disability, resignation or death of the President, the First Vice President shall possess all of the powers and perform all of the duties of that office until the close of the next annual meeting of members, or until a successor is selected by the Board of Directors.

   The First Vice President shall be an ex-officio member of all committees. The First Vice President shall perform such other duties as the President or the Board of Directors may designate.

8. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine.

   The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President of the Board of Directors.

9. Executive Committee.An Executive Committee will be established to conduct the day-to-day business affairs of the corporation, approve bills for payment, and set agendas for monthly Board meetings.

   This committee will consist of the duly elected officers. The executive meetings will be called by the President and will be open to all members of the Board of Directors.

10. Standing Committees.Members of the Board of Directors will serve on one or more of the Standing Committees which will meet as required by the chairman of each committee. The committees will consist of at lease three (3) members including one (1) member of the Executive Committee and a chairman from the Board. The committee membership may consist of community volunteers who are non-Board members.

    The Standing Committees are as follows:

1. General Programming Committee. Duties: To establish one or more programs of films, or film series, suitable for viewing by the general public.
2. Children's Programming Committee. Duties: To establish one or more programs of films, or film series, suitable for viewing by the general public.
3. Fund Raising-Committee. Duties: Raise funds from public and private sources; plan periodic fund raising events; research and write major grant applications to both private foundations and corporations.
4. Public Relations Committee. Duties: Propose comprehensive plans for improved public relations with business community, city council and county government; plan dialogues with business men and women, Chamber of Commerce committees dealing with tourism and the revitalization of downtown; monitor changing public perceptions and relations of the group as expressed in all media; issue appropriate press releases and plan public relations events.
5. Operations Committee. Duties: Duties: Work with the Executive Committee to coordinate the day-to-day operation of the society, secure projectionists and technical staff or volunteers; organize and schedule volunteers to help with the operation of programs.
Article VI

Meetings of the Membership

1. Unless otherwise ordered by the Board of Directors, the annual meeting of the corporation shall be held on the third Thursday of September (amended to this date from the first Thursday in September at the 2010 annual meeting) at which time the members shall nominate directors as provided elsewhere in these By-Laws, hear reports of the officers and transact such other business as may properly be brought before the meeting. All voting at such meetings shall be by a simple majority of those attending and by a show of hands, unless a vote by ballot is requested. A report of the meeting and a report on the activities of the corporation the preceding year shall be sent to all members following the annual meeting.
2. Special meetings of the corporation may be called by a majority of the directors, or in the event of refusal or inability of the same to fix a special meeting, upon the written application to the Secretary of the corporation by ten percent of the membership stating the time, place and purpose of such special meeting. Business transacted at special meetings shall be confined to the subject stated in in the notice and matters which are germane thereto.
3. A written notice stating the place, day, hour and purpose shall be given by the Secretary, by mail, addressed to each member at his or her address as it appears on the books of the corporation at least ten (10) days before the meeting and not more than sixty (60) days prior to the meeting.
4. At any meeting of the corporation, a quorum for the transaction of business shall consist of those in attendance at a properly called meeting.


Article VII

Fiscal Year

The fiscal year of the corporation shall begin on September 1 and end on August 31.

Article VIII

Dues

1. Dues. The Board of Directors shall determine from time to time the amount of dues and give appropriate notice to the members.
2. Payment of Dues. Dues shall be payable at such time as determined by the Board of Directors and shall be considered delinquent if not paid before or at that time.
Article IX

Amendment of By-Laws

These By-Laws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors present in person at any regular or special meeting, provided that a quorum be present, if notice of the proposal is in the meeting notice. The amendment of By-Laws may also take place by resolution, provided that a notice is sent to every Board member.

Article X

Adjournment

A majority of the members at any meeting shall have the power to adjourn the meeting from time to time, and if an adjourned meeting is held as a result of the majority vote of less than a quorum, it shall only be held after notice, given in accordance with the requirements as to notice otherwise required by these By-Laws. If an adjourned meeting is held as a majority vote of a quorum, no notice shall be required.

Article XI

Execution of Papers

All deeds, mortgages, leases, transfers, contracts, bonds, notes, powers of attorney and other obligations made, executed or endorsed by the corporation, except checks, for the payment of money, shall be signed by the President and Secretary. The Board of Directors may authorize and empower one of said officers or agents of said corporation to execute and deliver any and all papers or documents or to do any other act or thing on behalf of the corporation, including any required by, or convenient in, dealing with governmental authority.

Article XII

Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and the Board of Directors.

Article XIII

Waiver of Notice

Whenever notice is required to be given under the provisions of the Wyoming Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or by the By-Laws of the 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 to the giving of such notice.

Article XIV

Gifts

The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

These By-Laws were approved by vote of the Board of Directors at a Board Meeting held on September 7, 2000 at Laramie, Wyoming. The By-Laws were amended by vote of the Board of Directors at meetings held on September 18, 2000 and on October 11, 2001.