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AMENDED AND RESTATED BY - LAWS

OF 

THE SOCIETY OF AMERICAN PERIOD FURNITURE MAKERS

August 16, 2016

ARTICLE I

Name and Purposes

 
The name and purposes of the Corporation shall be as set forth in the Articles of Incorporation. These By-Laws, the powers of the Corporation and its Directors and members, and all matters concerning the conduct and regulation of the business of the Corporation, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Incorporation. All references in these By-Laws to the Articles of Incorporation of the Corporation are to the Articles as they may from time to time be amended or restated.

ARTICLE II

Members of the Corporation

     Section 1. Membership Eligibility.

The members of the Corporation shall be all persons who are current in the payment of dues and have confirmed their willingness to adhere to the rules and regulations of the Corporation as they may be from time to time established pursuant to the Articles of Incorporation and these By-Laws.
 

     Section 2. Membership Classification.

The classes of membership in the Corporation shall be:
A
Individual Membership 
  All individuals who are current in payment of dues and who are not members of another class.
   
B.
Student Membership
  Individuals current in the payment of dues who are under the age of thirty (30) and attending full time an accredited educational institution of higher learning.
   
C.  Joint Membership
  Multiple individuals who are members of the same household.
   
D Institutional Membership
  Non-profit organizations.
   
E. Business Membership
  For-profit organizations.
   
F Benefactor
  A person that has made donations over a threshold specified by the Board of Directors.
   
G. Honorary Membership
  Distinguished persons determined by the Board of Directors who shall be members for their lifetime.
   
I. Life Member
 
Individuals who are members for life. Individual members may become Life members by upgrading their membership. The Board of Directors may bestow a Life membership to individuals who receive the SAPFM Cartouche Lifetime Award.
 

ARTICLE III

Membership Termination

A membership in the Corporation may be terminated by:
A. Voluntary resignation by the member.
   
B. Non-payment of dues.
   
C. 
A determination by the Board of Directors that a member has violated the rules and regulations of the Corporation in a material way. 

ARTICLE IV

Meetings of Members

     Section 1. Annual Meetings.

The annual meeting of the members shall be held on the third Thursday of January of each year or such other date as the Board of Directors shall determine. The matters to be brought before the annual meeting shall be specified by the Directors.

     Section 2. Special Meetings.

A special meeting of the members may be called at any time by a majority of the Directors acting by vote, by written instrument, or by other instruments signed by them. A special meeting of the members shall be called upon the written application of twenty percent (20.0%) or more of the members then in good standing.  Such call shall state the time, place, and purposes of the meeting.

     Section 3. Place of Meetings.

All meetings of the members shall be held within the Greater Williamsburg area in Virginia or such other location as the Board of Directors shall determine.

     Section 4. Notice of Meetings.

A written notice of the place, date, and hour of all meetings of members, stating the purposes of the meeting, shall be delivered not less than sixty (60) days (unless a different period of notice is required by law) before the meeting to each member by leaving such notice with him at his residence or usual place of business, by mailing (postage prepaid) and addressed to such member at his physical or email address as it appears in the records of the Corporation. Such notice shall be delivered by the President, Secretary, Officers, or persons calling the meeting. Whenever notice of a meeting is required to be given, a member under any provision of law, the Articles of Incorporation, these By-Laws, or a written waiver thereof, executed before or after the meeting by such member or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.

     Section 5. Quorum.

At any meeting of the members, a quorum for the consideration of any question shall consist of one percent (1.0%) of the members then in good standing. Whether or not a quorum is present, any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, and the meeting may be held as adjourned without further notice.

 
When a quorum for the consideration of a matter is present at any meeting, a majority of the votes properly cast upon the question shall decide the question except in any case where a larger vote is required by law or by the Articles of Incorporation.

     Section 6. Proxies and Voting.

Each member shall have one (1) vote. Members entitled to vote may vote in person or by proxy. No proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise with the burden of proving invalidity resting on the challenger. Proxies shall be filed with the Secretary, or person performing the duties of Secretary at the meeting, or any adjournment thereof, before being voted.
 
 
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