LEGION SIX HISTORICAL FOUNDATION, INC.,
a California Public Benefit Corporation
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.
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.
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.
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.
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.
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.
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.
J. Special Meetings
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.
L. Contents of Notice
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.
M. Waiver Of Notice And Consent To Holding Meetings
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.
N. Quorum for Meetings
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.
O. Majority Action As Board Action
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.
P. Conduct Of Meetings
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.
Q. Action By Unanimous Written Consent Without Meeting
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.
S. Non-Liability Of Directors
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.
U. Insurance for Corporate Agents
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.
A. Number Of 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.
B. Qualification, Election, And Term Of Office
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.
C. Subordinate Officers
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.
D. Removal And Resignation
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.
F. Duties of the President or Senior Consul
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.
G. Duties of the Vice President of Operations or Junior Consul
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.
H. Duties of the Vice President of Membership or Plebian Tribune
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.
I. Duties of the Secretary or Praetor
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.
J. Duties of the Treasurer or Quaestor
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.
A. Executive Committee
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.
B. Other Committees
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.
C. Meetings And Action Of 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.
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.
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
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.
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.
Caius A. Man, Director
David S. Michaels, Director
Norman D. Morris, Director
Ronald E. Glass, Director
Gil E. Whitley, Director
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.
Gil E. Whitley, Secretary