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| Board Members The Board Members and staff for HMGS South (as of 11/01/07) are as follows:
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The following By-Laws were the ones drafted after Hurricon '06. These are the current By-Laws. Unedited from an e-mail from the chapter attorney. Feel free to share these as needed. If you have any questions, please feel free to e-mail your questions to the Board of Directors at : hmgs@hmgs-south.comARTICLE I. NAME AND LOCATION OF OFFICES Section A. Name and Location of Offices. The name of the corporation shall be HMGS-South, Inc., a Florida not-for profit corporation (the "Corporation"). The Corporation shall maintain a registered office in the State of Florida and a registered agent and may have other offices within or without the state. ARTICLE II. MISSION STATEMENT AND STATEMENT OF PURPOSES Section A. Mission Statement. HMGS-South, Inc., is a non-profit educational organization organized under the auspices of the Historical Miniatures Gaming Society-National, subscribing to the mission and goals of HMGS-National. HMGS-South shall act as a means of communication for the members of HMGS-South. HMGS-South shall plan and conduct at least one convention each year and shall publish a Newsletter containing information relative to the hobby and industry of wargaming. The Newsletter and Chapter website is the primary means of advising members of HMGS-South of any information concerning upcoming events, HMGS activities and membership-related information. HMGS-South adopts as its goal in general the education of the community with specific concentration on the areas of military history, tactical and strategic military operation, and sportsmanship. HMGS-South welcomes any interested individual who submits an application, pays the membership fee for the current year, and is accepted by the Board to participate in its activities and governance. It is through the members that HMGS-South intends to achieve its primary purpose, which is to promote the best in miniatures gaming. Section B. Purposes. The purpose for which the Corporation is organized are exclusively charitable, religious, scientific, and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law. Further, the Corporation may: 1. Engage in any lawful activities within the purposes and powers for which a corporation may be organized under the Not For Profit Corporation Law of the State of Florida; 2. Otherwise operate exclusively for charitable, scientific, religious, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law), in the course of which operation: a. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any private share holder or individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein; b. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code; and c. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law). ARTICLE III. MEMBERSHIP ARTICLE IV. BOARD OF DIRECTORS Section A. Power and Responsibility. The business, property, affairs and funds of the Corporation shall be managed, supervised and controlled by a self-perpetuating Board of Directors, subject only the laws of the State of Florida and the limitations contained in the Articles of Incorporation and these Bylaws. Section B. Composition. The Board of Directors shall consist of not less than five (5) nor more than seven (7) persons. Any Member who is serving as a Director who ceases to be a member in good standing of the Corporation shall, without action by the Board of Directors, forfeit and relinquish all rights, powers and duties of and cease to be a Director. Section C. Election. Directors shall be elected by the Board of Directors at the annual meeting to serve for three (3) year staggered terms, approximately one-third (1/3) of the total number of Directors to be elected at each annual meeting of the Board of Directors. Section D. Removal. The Membership may petition the Board of Directors to remove any Director with or without cause, upon a majority vote of the Board of Directors at the Annual Meeting or any Special Meeting called in accordance with these Bylaws. A petition, to be valid, shall include 51% of the current Membership as signatories. The Board of Directors may remove any Director at any time, for any reason, upon the majority vote of the Board of Directors. Section E. Resignation. A Director may resign at any time by delivering written notice to the Board of Directors. A resignation is effective when the notice is delivered to the Board of Directors., the Board of Directors shall fill the pending vacancy as soon as is practicable. Section F. Vacancies. If any vacancy shall occur in the Board of Directors by reason of death, resignation, increase in the number of directors, removal, or otherwise, the remaining Directors shall continue to act. Such vacancies shall be filled by the Membership of the Corporation. Any director so elected to fill a vacancy shall serve the unexpired term of his predecessor in office or if there is a vacancy due to an increase in the number of Directors until the next election of the Board by the Board of Directors or until his successor is duly elected and qualified. Section G. Compensation. No director shall be entitled to compensation for services rendered in his capacity as a member of the Board of Directors. Nothing contained herein shall be construed, however, as preventing any Director from receiving reasonable compensation from the Corporation for services rendered to the Corporation in any capacity other than as a Director. Notwithstanding this provision, the Corporation may reimburse any Director for reasonable expenses incurred on behalf of the Corporation, subject to approval by the Board of Directors. ARTICLE V. MEETING OF THE BOARD OF DIRECTORS Section A. Place. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Florida. Meetings of the Board of Directors may be held in person, or by teleconference. Section B. Annual Meeting. The annual meeting of the Board of Directors shall be held at the time and place approved by the Board of Directors, each year.. Notice of the time and place of the annual meeting shall be given to each Director in the manner provided for in these Bylaws. Section C. Regular Meetings. The regular meetings of the Board of Directors shall be held at such times and places as may be determined by the Board. Section D. Special Meetings. Special meeting of the Board of Directors shall be held at such times and places as may be specified, upon the call of the President, or any two (2) Directors. Section E. Notice of Board Meeting. Written notice of all Board meetings may be mailed by any of the following methods: first class mail, delivered by private courier, delivered by facsimile, delivered by electronic mail or delivered personally or by telephone to the last known address of each Director at least five (5) days before the date of the meeting, which notice shall in the case of special meetings state generally the nature of the business to be taken up at the meeting. Such notice shall be deemed to be delivered upon the earlier of: receipt; five (5) days after deposited in the United States mail in a sealed, properly addressed envelope, postage prepaid; or the date shown on a signed return receipt. Section F. Waiver of Notice. Notice of the time, place and purpose of any meeting of the Directors may be waived in writing either before or after such meeting has been held. Attendance at any meeting, except for the sole purpose of objecting to the holding of such meeting, shall constitute waiver of notice of such meeting. Section G. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting to another time without further notice. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The directors may not establish a quorum by proxy. Section H. Action of the Board of Directors. Except as otherwise provided by law, the Articles of Incorporation of the Corporation or these Bylaws, the act of a majority of Directors present in person at a meeting at which a quorum is present shall be the action of the Board of Directors. The Directors may not vote by proxy. Section I. Action without a Meeting. Any action which may be taken at a meeting of the 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. A consent may be executed in one or more counterparts, all of which together will constitute one unanimous consent of the Board of Directors. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote, and may be stated at such in any articles or documents filed with the State of Florida, as required by law. Section J. Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by the board by means of a conference telephone or other similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. When such a meeting is conducted by means of a conference telephone or similar communications equipment, a written record shall be made of the action taken at such meeting. ARTICLE VI. OFFICERS Section A. Designation and Appointment. The officers of the Board shall consist of a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be elected from the Board of Directors of the Corporation, and such other officers as the Board may appoint (including a Convention Director). Any person may hold more than one office, except that the President may not also be the Vice-President or the Secretary. Section B. Election, Term and Removal of Officers. The Directors shall elect from among the Directors, a President, a Vice-President, a Secretary and a Treasurer whose terms may not exceed one (1) year. Each officer elected by the Board shall be elected annually at the annual meeting of the Board of Directors, to serve for one (1) year or until a successor is elected and qualified. Any officer may be removed from office, with or without cause, by a majority vote of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Section C. Duties of the President of the Board. The President of the Board shall have the powers, duties and responsibilities that position would customarily require, including chairing all meetings of the Board, appointing committees of the Board and all other duties assigned to the President under these Bylaws by the Board of Directors. The President shall serve ex-officio on all other standing committees of the Board. Section D. Duties of the Vice-President. In the event of absence or disability of the President of the Board, the Vice-President shall chair meetings of the Board of Directors and shall perform such other duties as may be delegated to the Vice-President from time to time by the Board of Directors or the Members of the Corporation. Section E. Further Duties of the President. The President shall also be the Chief Executive Officer of the Corporation and shall have all the duties and authority which are assigned to that position by the Board, including the authentication of public records. Section F. Duties of the Secretary. The Secretary shall act as secretary at the meetings of the Board of Directors; shall send appropriate notices or waivers of notice regarding meetings of the Board of Directors; shall prepare agendas and other materials for all meetings of the Board of Directors; shall act as official custodian of all records, reports and minutes of the Board of Directors, for the keeping and reporting of adequate records of all meetings of the Board of Directors; may authenticate corporate records; and shall perform such other duties as are customarily performed by or required of corporate secretaries. Section G. Duties of the Treasurer. The Treasurer shall have custody and control of all funds of the Corporation and shall have such duties as are customarily performed by or required of corporate treasurers, including giving a bond when requested by the Board of Directors. The Treasurer shall ensure that a true and accurate accounting of the financial transactions of the Corporation is made periodically, that reports of such transactions are presented to the Board of Directors, and that all accounts payable are presented to such representatives as the Board may designate for authorization of payment. Section H Duties of the Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, if any, shall perform such duties as shall be assigned to them by the Treasurer or Secretary, respectively, or by the President or the Board of Directors. 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 shall determine. ARTICLE VII. COMMITTEES Section A. Committees Generally. The committees of the Board shall be standing or special. Each committee shall have at least two (2) members. Committee members shall serve for a term of one (1) year and until their successors are appointed and have been qualified. Except as otherwise provided in this Article, individuals who are not Directors of the Corporation may also serve as committee members. All committee chairmen and committee members shall be appointed by the President of the Board with the approval of the Board. The Board of Directors may from time to time establish policies concerning the responsibilities and membership of committees, which policies shall be consistent with these Bylaws. Section B. Special Committees. Special committees may be appointed for a specified term by the President of the Board with the concurrence of the Board, for such special tasks as circumstances warrant. A special committee shall limit its activities to the accomplishment of the tasks for which it is appointed and shall have no power to act except as specifically conferred by action of the Board, subject to limitations imposed by law. Upon completion of the tasks for which it was created, a special committee shall stand discharged. Section C. Committee Procedures. Each committee shall record minutes of its deliberations, recommendations and conclusions and shall promptly deliver a copy of such minutes to the Secretary of the Corporation. Each committee shall also report to the Board of Directors concerning all matters upon which it has acted. Each committee shall meet at least annually. Reasonable notice of the meetings of any committee shall be given to the members thereof and to the President, each of whom shall have the right to attend and participate in the deliberations of the committee. The President or the committee chairman may invite to any committee meeting such individuals as they may select who may be helpful to the deliberations of the committee. A simple majority of the members of each committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of any committee present in person at a meeting at which a quorum is present shall be the action of the committee. Committee members may not establish a quorum by proxy. Each committee may operate through the establishment of one or more subcommittees to be composed of such members of the committee and to have such duties and responsibilities as shall be delegated to the subcommittee by the committee. Each committee may adopt rules for its own operations and for the operations of its subcommittees not inconsistent with these Bylaws or the policies of the Corporation or the Board of Directors. All members of the committee must attend at least three-fourths (3/4) of the meetings of the committee held each year. Failure to do so shall constitute a reason for removal from or non-reappointment to the committee, unless the committee member's absence has been excused by the chairman of the committee. Section D. Action without a Meeting. If all of the members of a committee shall severally and/or collectively consent in writing to any action, such action shall be as valid as if authorized at a meeting of the committee. Such consent shall be filed with the minutes of the proceedings at the next committee meeting. Any certificate or other document filed under law which relates to action so taken shall state that the action was taken by consent of the committee without a meeting and that the Bylaws authorized the committee so to act. In addition, the committee may meet by means of a conference by telephone or similar communications equipment if all persons participating in the meeting can hear each other simultaneously. Participation by such means shall constitute presence in person at such meeting. ARTICLE VIII. INSURANCE Section A. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability. ARTICLE IX. MISCELLANEOUS Section A. Corporate Seal. The Board of Directors shall adopt a seal for the Corporation which shall be circular in form and inscribed thereon with the name of the Corporation and the words "corporation not-for-profit". Section B. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and shall end on December 31 of each year. Section C. Checks, Drafts, Etc. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation in excess of such limits as may from time to time be established by the Board shall be signed by two (2) officers of the Corporation, one of whom shall be the President or an alternate officer designated by the Board of Directors of the Corporation and the other a Vice President or the Treasurer of the Board. All contracts entered into by the Corporation shall be valid when executed by the President, subject to the provisions of these Bylaws. The signatures of such persons may be by facsimile where expressly authorized by the Board, but shall not be preprinted on the instrument. Section D. Loans to Directors, Officers or Employees. Loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, may not be made by the Corporation to its Directors, officers or employees or to any other corporation, firm, association or other entity in which one or more of its directors, officers or employees is a Director, officer or employee of the Corporation or holds a substantial financial interest. Section E. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. Section F. Maintenance of Records. The Corporation shall keep correct and complete books and records of account and other records of the activities of the Corporation as may be appropriate or as required by law. All such records shall be open to inspection upon the demand of the Membership or any Director. ARTICLE X. CONFLICTS OR DUALITY OF INTEREST Section A. Statement of General Policy. The Corporation's affirmative policy shall be to require that all actual or potential conflicts be disclosed promptly and fully to all necessary parties and to prohibit specified involvement in the affairs of the Corporation by persons having such conflicts. This policy shall apply to all members of the Board of directors and corporate officers, agents and employees of the Corporation, including providers of services and materials. ARTICLE XI. DISSOLUTION Section A. Dissolution. In the event of the dissolution of the Corporation, the Membership of the Corporation, after paying or making provision for the payment of all of the liabilities of the Corporation, shall distribute, in any proportions considered prudent, all of the assets of the Corporation to such organization or organizations organized and operated exclusively for charitable, religious, education or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any further United States Internal Revenue law). Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the country in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XII. AMENDMENTS Section A. Amendments. These Bylaws may be altered, amended, or repealed, and new and other Bylaws may be made and adopted, only by the Board of Directors of the Corporation. These Bylaws shall be reviewed at least annually.
THE FOLLOWING BY-LAWS ARE PRE-Hurricon '06.(OLD) BYLAWS OFARTICLE I.
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