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.
The affairs of the corporation shall be managed by a Board of Directors. Directors need not be residents of the State of Wyoming.
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.
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.
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.
The term of the officer shall be for two (2) years or until their successors are elected.
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.
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).
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.
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.
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.
The Standing Committees are as follows:
Meetings of the Membership
The fiscal year of the corporation shall begin on September 1 and end on August 31.
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.
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.
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.
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.
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.
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.