Article I. `Name and Symbols`

Section 1.01 `The name of the organization is the American Heraldry Society` `and the official acronym for the organization shall be AHS.`

Section 1.02 The board of directors shall approve certain symbols for this organization, such as, but not limited to, colors, arms, pledge, and insignia.

Article II. `Offices`

Section 2.01 `The principal office of the organization shall be in` `Lexington, Virginia, or at other location designated by the Board of directors.`

Article III. `Purposes`

Section 3.01 `This corporation is organized exclusively for` `charitable, scientific and educational purposes within the` `meaning of Section 501(c)(3) of the Internal Revenue Code of` `1954, as amended.`

Section 3.02 `Specifically, this organization is organized to:`
a. `Provide for the education of the American people regarding the proper use and history of heraldry;`

`b. Maintain a free and voluntary registry of all personal, corporate, societal and governmental heraldic insignias used within the United States;`

`c. Lobby the governments of the various states to establish governmental regulatory bodies within each respective state for the purpose of maintaining official registries and establishing policies for heraldry for that locality;`

Section 3.03 `This organization shall not, except to an insubstantial degree, engage in any activities that are not` `in the furtherance of the purposes stated in this section.`

Article IV. `Dedication of Assets`

Section 4.01 `The properties and assets of this nonprofit` `organization are irrevocably dedicated to charitable,` `scientific and educational purposes. No part of the net` `earnings, properties, or assets of this organization, on` `dissolution or otherwise, shall inure to the benefit of any` `private person or individual, or any member or trustee of` `this organization.`

Section 4.02 `Upon the dissolution of the organization, the Board` `of Directors shall, after paying or making provision for the` `payments of all of the liabilities of the organization,` `dispose of all of the assets of the organization to one or` `more organizations organized exclusively for charitable,` `scientific, or educational purposes as shall at the time` `qualify as exempt organizations under Internal Revenue Code` `Section 501 (c)(3) (or the corresponding provision of any` `future United States Internal Revenue Law), as the` `membership shall determine.`

Article V. `Members`

Section 5.01 `There shall be four classes of membership in this` `organization; student, individual, family, and corporate (or` `sustaining). Any person or corporation shall be eligible` `for membership in the appropriate selected membership class` `upon payment of such dues as may from time to time be fixed` `by the board and approved by the membership.`

Section 5.02 `The membership of any member shall terminate upon` `the occurrence of any of the following events:`

a. `The resignation of the member.`

b. `The failure to pay dues within the time set forth` `by the board of directors.`

c. `The determination by the Board of directors or a` `committee designated to make such determination that` `the member has failed in a material and serious degree` `to observe the rules of conduct governing membership in` `this organization.`

Section 5.03 `No member may transfer for value a membership or any` `right arising from it. All rights of membership cease on the member's death.`

Section 5.04 The board of directors may give honorary membership to any person otherwise ineligible for membership in the organization, if they so desire.

Section 5.05 Non-residents of the United States of America may apply for a non-voting membership. Their dues shall be the same as those set for resident members.

Article VI. `Meetings of Members`

Section 6.01 `Meetings of the membership shall be held at any` `place designated by the board of directors. Regular general` `membership meetings shall be held as established by the` `board and approved by the membership.`

Section 6.02 Meetings may be held online or in some other medium at the whim of the board of directors.

Section 6.03 `The annual meeting of members shall be held` `concurrently with the regular March meeting at the place and` `time designated for general meetings, unless the board fixes` `another date and place for such meeting and so notifies the` `members not less than ten days before said meeting.`

Section 6.04 `A special meeting of the members may be called by` `any of the following:`

a. `the board of directors;`

`b. the president;`

c. `or five per cent (5%) or more of the membership,` `provided that in all cases not less than three (3)` `weeks notice shall be given to all members of such` `special meeting.`

Section 6.05 `One-tenth (1/10th) of the membership shall` `constitute a quorum for the transaction of business at a` `meeting of the members. The members present at any duly` `called meeting at which a quorum is present may continue to` `transact business until adjournment, notwithstanding the` `withdrawal of enough members to leave less than a quorum, if` `any action taken (other than adjournment) is approved by at` `least a majority of the members required to constitute a` `quorum.`

Section 6.06 `Any members meeting may be adjourned from time to` `time by the vote of a majority of the members represented.`

Section 6.07 `Notice of a meeting shall be deemed given to any` `member who attends the meeting without protesting before or` `at its commencement about the lack of adequate notice.`

Section 6.08 `Each member, regardless of membership class, shall` `be entitled to cast one vote on all matters submitted to a` `vote of the members; it being the specific intent of this` `clause that holders of couple, or family, memberships, and` `holders of corporate, or sustaining memberships, shall have` `one vote as an entity, regardless of the number of` `"memberships" appearing to be created thereby.`

Article VII.`Directors`

Section 7.01 `The business and affairs of this organization shall` `be conducted, and all the powers shall be exercised, by or` `under the direction of a board of directors.`

Section 7.02 `Without prejudice to these general powers, and` `subject to the same limitations, the directors shall have` `the power to:`

`a. select and remove all officers, agents and employees` `of the organization; prescribe any powers and duties` `for them that are consistent with the law, and with` `these bylaws; and fix their compensation;`

b. `change the principal office from one location to` `another, and designate any place for the holding of any` `meeting;`

c. `designate the officers who may act as signatories of` `the organizations accounts, records, filings and the` `like.`

Section 7.03 `A vacancy in the board of directors can be created` `by one of the following:`

a. `The death, resignation, or removal of any` `director(s);`

b. `The declaration by resolution of the board of directors of a vacancy of the office of a director who` `has been declared of unsound mind by an order of the` `court; convicted of a felony;`

`c. The vote of a majority of the entire board of directors to remove a director.`

Article VIII. `Officers`

Section 8.01 `The board of directors shall consist of the` `following officers: President, Vice President,` `Secretary, Treasurer, Director of Education, Herald and up to five Directors-at-large, if desired by the` `membership`

Section 8.02 `The organization may also have, at the discretion of the` `board of directors, such other officers as may be appointed` `by the president in accordance with Section 8.06 of these` `bylaws. Any number of offices may be held by the same` `person, except that neither the secretary nor the treasurer` `may serve concurrently as president.`

Section 8.03 `The officers of the organization, except those appointed` `in accordance with the provisions of Section 8.06 of these` `bylaws, shall be elected by the general membership of the` `organization as set forth in Section 6.07 of these bylaws.`

Section 8.04 `The board of directors may meet monthly at such time and` `place as shall from time to time be announced by the board of directors.`

Section 8.05 `Duties of officers not specifically set forth herein` `shall be enumerated in a separate set of Standing Rules as` `may be drafted and modified from time to time by the board of directors. The duties of the officers as established` `herein shall always prevail in the event of conflict between` `said Standing Rules, as adopted, and these bylaws.`

Section 8.06 `The board of directors may appoint, and may` `authorize the president to appoint, any other officers that` `the business of the organization may require.`

Section 8.07 `Any officer may be removed, with cause, by the board of directors, at any regular or special meeting of the` `board.`

Section 8.08 `Any officer may resign at any time by giving written` `notice to the board of directors.`

Section 8.09 `A vacancy in any office because of death,` `resignation, removal, disqualification, or any other cause` `shall be filled only in the manner prescribed in these` `bylaws for regular appointments to that office.`

Section 8.10 `The president shall be the chief executive officer` `of the organization, and as such shall:`

a. `Chair all Group meetings, and in the event of a vote` `deadlock shall cast the tie-breaking vote.`

`b. Subject to the control of the board of directors, generally supervise, direct and control the business` `and officers of the organization, and shall have such` `other powers and duties as shall be prescribed by the` `board of directors or the bylaws.`

c. `Appoint chairpersons of those standing and special` `committees which are not chaired by a specified` `officer.`

d. `Be an ex-officio member of all committees except the` `nominating committee.`

e. `At or before the regular December meeting each year,` `appoint a member of the board of directors as` `chairperson plus two additional members to serve as a` `nominating committee. This committee may at its` `discretion, appoint up to three additional members to` `the nominating committee who are not members of the` `board of directors, to serve as additional nominating` `committee members.`

(1) `The nominating committee shall report back to` `the board of directors not later than the` `regularly scheduled board of directors meeting for` `February their selection of (at least) one` `candidate for each of the elective board offices.` `Further nominations for office may be made any` `time prior to the call for a vote on election` `night of anyone who will state their willingness` `to serve in the capacity for which they are` `nominated, or who has, prior to election night,` `filed with the secretary of the board, a signed,` `written document so stating.`

Section 8.11 `The vice president shall:`

a. `Assist the president, and assume the duties of the` `president in the president's absence;`

b. `Be responsible for programs and publicity.`

Section 8.12 `The secretary shall:`

a. `Keep a record of the proceedings of each meeting` `of the Group and of the board of directors;`

b. `Maintain a file of all official documents concerning` `the Group and see to the timely filing of state reports` `required to maintain corporate status;`

c. `Receive the correspondence directed to the Group and` `distribute it to the proper officers and committees, in` `the absence of another director having been assigned` `such duties;`

d. `Handle general correspondence relating to the Group,` `in the absence of another director having been assigned` `such duties.`

Section 8.13 `The treasurer shall:`

a. `Be responsible for the safekeeping of Group funds in` `a financial institution known and approved by the board of directors;`

`b. Issue receipts when requested or when deemed` `necessary;`

c. `Collect, account for, and make timely deposits of` `all funds due the Group and make disbursements as` `needed, and authorized by the Section 10.02.`

d. `Maintain accurate financial records which shall be` `available for audit when requested by the board of directors, or an audit committee appointed thereby;`

e. `See to the timely filing of all required state and` `federal forms and tax returns;`

Section 8.14 `Director of Education shall:`

`a. Oversee the education of Americans in regards to heraldry, especially with regard to the common misconceptions Americans have with heraldry, and with bucket shops;`

`b. Oversee a process of certification of qualified heralds;`

Section 8.15 `Herald shall:`

`a. Serve as a moderator for heraldic disputes within the organization;`

b. `Be the last resort for any technical heraldic decision.`

Section 8.16 `The directors at large shall:`

a. `Assist the president in areas the president may` `see fit;`

b. `Act as a stabilizing influence on the Group, and as` `ombudspersons for members in matters regarding the` `general membership or other matters in which such` `third-party intervention might be helpful in settling a` `dispute between members or between a member, or` `members, and the general public;`

c. `Function in a long range planning capacity for the` `Group.`

Article IX. `Elections`

Section 9.01 `Elections shall be held at the regular monthly meeting in March of each year. In the event of lack of a` `quorum, elections shall be held at the next regular meeting` `at which a quorum is present and all officers shall serve` `until such elections, subordinating the provisions of` `Section 9.02.`

Section 9.02 `Term of office shall be one year, and all officers` `shall assume their term one month following the election.`

Section 9.03 Elections may be held by mail or online at the whim of the board of directors.

Article X. `Group Finances`

Section 10.01 `The fiscal year shall be the calendar year.`

Section 10.02 `Purchasing authority is granted on a monthly basis to the Officers by the Board of directors.`

Section 10.03 `Dues shall expire one year from receipt of dues,` `unless the member pays for more than one year at a time.`

Article XI. `Rules Determining`

Section 11.01 `Roberts Rules of Order, Newly Revised, shall govern the meetings of the Group and shall be the final authority` `in all matters not covered in these bylaws.`

Article XII.`Records`

Section 12.01 `The accounting books, records, articles and bylaws` `as amended to date, and minutes or proceedings of the board of directors and any committee(s) shall be kept at such` `place or places designated by the board of directors. The` `minutes shall be kept in written or typed form, and the` `accounting books and records shall be kept either in written` `or typed form, or in any other form capable of being` `converted into written, typed or printed form. A backup` `copy of the accounting books will be made monthly and kept` `by the Secretary.`

Section 12.02 `Every director shall have the absolute right at any` `reasonable time to inspect all books, records and documents` `of every kind, and the physical properties of the` `organization. This inspection by a director may be made in` `person or by an agent or attorney authorized by a director,` `and the right of inspection includes the right to copy and` `make extracts of documents.`

Article XIII. Organization

Section 13.01 Chapters may be formed of 15 or more members in a contiguous geographic area, and may elect for themselves local officers including a President, Vice President, Secretary, Treasurer, Herald, Secretary of Education, Sergeant-at-Arms, and other officers of their own choosing.

Section 13.01 State organizations shall be formed in each state of the Union from the various chapters and individual members. State organizations shall set policy for their state within the guidelines of the national board of directors. State organizations shall have a board of directors identical to that of the national board of directors.

Article XIV. Amendments

Section 14.01 Amendments shall be proposed by either the majority of the board of directors, or by a member at a general meeting, and shall be approved by a two-thirds majority of the membership.

Article XIV.`Effective Date`

Section 14.01 `These bylaws shall take effect as of .`
`_____________________(AHS),`

(1) `by: ___________________`
`Interim President`

(2) `by: ___________________`
`Witness`

Article I. Name and Symbols

Section 1.01 The name of the organization is the American Heraldry Society and the official acronym for the organization shall be AHS.

Article II. Offices

Section 2.01 The principal office of the organization shall be in Lexington, Virginia, or at other location designated by the Board of directors.

Article III. Purposes

Section 3.01 This corporation is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.

Section 3.02 Specifically, this organization is organized to: a. Provide for the education of the American people regarding the proper use and history of heraldry;

b. Maintain a free and voluntary registry of all personal, corporate, societal and governmental heraldic insignias used within the United States;

c. Lobby the governments of the various states to establish governmental regulatory bodies within each respective state for the purpose of maintaining official registries and establishing policies for heraldry for that locality;

Section 3.03 This organization shall not, except to an insubstantial degree, engage in any activities that are not in the furtherance of the purposes stated in this section.

Article IV. Dedication of Assets

Article V. Members

Section 5.02 The membership of any member shall terminate upon the occurrence of any of the following events:

a. The resignation of the member.

b. The failure to pay dues within the time set forth by the board of directors.

c. The determination by the Board of directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct governing membership in this organization.

Section 5.03 No member may transfer for value a membership or any right arising from it. All rights of membership cease on the member's death.

Article VI. Meetings of Members

Section 6.01 Meetings of the membership shall be held at any place designated by the board of directors. Regular general membership meetings shall be held as established by the board and approved by the membership.

Section 6.03 The annual meeting of members shall be held concurrently with the regular March meeting at the place and time designated for general meetings, unless the board fixes another date and place for such meeting and so notifies the members not less than ten days before said meeting.

Section 6.04 A special meeting of the members may be called by any of the following:

a. the board of directors;

b. the president;

c. or five per cent (5%) or more of the membership, provided that in all cases not less than three (3) weeks notice shall be given to all members of such special meeting.

Section 6.06 Any members meeting may be adjourned from time to time by the vote of a majority of the members represented.

Section 6.07 Notice of a meeting shall be deemed given to any member who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

Article VII. Directors

Section 7.01 The business and affairs of this organization shall be conducted, and all the powers shall be exercised, by or under the direction of a board of directors.

Section 7.02 Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

a. select and remove all officers, agents and employees of the organization; prescribe any powers and duties for them that are consistent with the law, and with these bylaws; and fix their compensation;

b. change the principal office from one location to another, and designate any place for the holding of any meeting;

c. designate the officers who may act as signatories of the organizations accounts, records, filings and the like.

Section 7.03 A vacancy in the board of directors can be created by one of the following:

a. The death, resignation, or removal of any director(s);

b. The declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of the court; convicted of a felony;

c. The vote of a majority of the entire board of directors to remove a director.

Article VIII. Officers

Section 8.01 The board of directors shall consist of the following officers: President, Vice President, Secretary, Treasurer, Director of Education, Herald and up to five Directors-at-large, if desired by the membership

Section 8.03 The officers of the organization, except those appointed in accordance with the provisions of Section 8.06 of these bylaws, shall be elected by the general membership of the organization as set forth in Section 6.07 of these bylaws.

Section 8.04 The board of directors may meet monthly at such time and place as shall from time to time be announced by the board of directors.

Section 8.06 The board of directors may appoint, and may authorize the president to appoint, any other officers that the business of the organization may require.

Section 8.07 Any officer may be removed, with cause, by the board of directors, at any regular or special meeting of the board.

Section 8.08 Any officer may resign at any time by giving written notice to the board of directors.

Section 8.09 A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.

Section 8.10 The president shall be the chief executive officer of the organization, and as such shall:

a. Chair all Group meetings, and in the event of a vote deadlock shall cast the tie-breaking vote.

b. Subject to the control of the board of directors, generally supervise, direct and control the business and officers of the organization, and shall have such other powers and duties as shall be prescribed by the board of directors or the bylaws.

c. Appoint chairpersons of those standing and special committees which are not chaired by a specified officer.

d. Be an ex-officio member of all committees except the nominating committee.

Section 8.11 The vice president shall:

a. Assist the president, and assume the duties of the president in the president's absence;

b. Be responsible for programs and publicity.

Section 8.12 The secretary shall:

a. Keep a record of the proceedings of each meeting of the Group and of the board of directors;

b. Maintain a file of all official documents concerning the Group and see to the timely filing of state reports required to maintain corporate status;

c. Receive the correspondence directed to the Group and distribute it to the proper officers and committees, in the absence of another director having been assigned such duties;

d. Handle general correspondence relating to the Group, in the absence of another director having been assigned such duties.

Section 8.13 The treasurer shall:

a. Be responsible for the safekeeping of Group funds in a financial institution known and approved by the board of directors;

b. Issue receipts when requested or when deemed necessary;

c. Collect, account for, and make timely deposits of all funds due the Group and make disbursements as needed, and authorized by the Section 10.02.

d. Maintain accurate financial records which shall be available for audit when requested by the board of directors, or an audit committee appointed thereby;

e. See to the timely filing of all required state and federal forms and tax returns;

Section 8.14 Director of Education shall:

a. Oversee the education of Americans in regards to heraldry, especially with regard to the common misconceptions Americans have with heraldry, and with bucket shops;

b. Oversee a process of certification of qualified heralds;

Section 8.15 Herald shall:

a. Serve as a moderator for heraldic disputes within the organization;

b. Be the last resort for any technical heraldic decision.

Section 8.16 The directors at large shall:

a. Assist the president in areas the president may see fit;

b. Act as a stabilizing influence on the Group, and as ombudspersons for members in matters regarding the general membership or other matters in which such third-party intervention might be helpful in settling a dispute between members or between a member, or members, and the general public;

c. Function in a long range planning capacity for the Group.

Article IX. Elections

Section 9.02 Term of office shall be one year, and all officers shall assume their term one month following the election.

Article X. Group Finances

Section 10.01 The fiscal year shall be the calendar year.

Section 10.02 Purchasing authority is granted on a monthly basis to the Officers by the Board of directors.

Section 10.03 Dues shall expire one year from receipt of dues, unless the member pays for more than one year at a time.

Article XI. Rules Determining