Article 2. Offices and Duration
Article 3. General Powers
Article 4. Board of Directors
Article 5. Officers
Article 6. Nominations and Elections
Article 7. Meetings
Article 8. Meeting Notices and Website
Article 9. Membership
Article 10. Dues
Article 11. Revisions to the Bylaws
Article 12. Parliamentary Authority
1.1 The Name of this organization shall be the Ancient Coin Club of Los Angeles (ACCLA) hereinafter referred to as the “Club”.
1.2 The purpose of this organization is to advance the knowledge and study of ancient numismatics, ancient coins, and their history by:
a. Holding monthly meetings and educational programs to encourage communication among hobbyists, numismatists, and students of ancient history, and to educate the general public.
b. Publishing articles concerning ancient numismatics, ancient coins and ancient history.
c. Engaging in other educational activities.
1.3 The Club shall be nonprofit and nonpartisan. No substantial part of the activities of the Club shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Club shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
1.4 The Club shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose described above.
1.5 The Club shall not engage in business carried on for profit, nor perform services for individuals whether or not for compensation. No income or property of the Club shall be used to the benefit of any individual member.
2.1 The principal office of this Club shall be located in the County of Los Angeles, State of California where designated by the Club's Board of Directors. The Board of Directors may change the principal office from time to time. Any change of this location shall be noted by the Secretary on these bylaws opposite this section, or this section may be amended to state the new location.
2.2 The Club 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 designate.
2.3 The death, removal, or resignation of any member of the Club shall not result in the dissolution of the Club.
3.1 The Club shall have the power to obtain, invest and retain funds for advancing the purpose stated in ARTICLE 1.
3.2 The Club shall have the power to do any lawful acts or things reasonably necessary or desirable for carrying out the Club's purpose.
4.1 The Club’s activities shall be governed by a Board of Directors. The Board of Directors shall consist of the following:
a. Five (5) Directors elected by the Membership at the Annual Members’ Meeting;
b. The club’s four (4) elected Officers shall also be Directors; and
c. The immediate past President (if not then serving a sequential term as the President or as any other elected officer, but if so serving, then the most recent prior President not then serving as President or other elected officer) shall also be a Director.
4.2 The Board of Directors shall have the authority to establish such rules and regulations concerning the Club's activities, consistent with the Club’s purposes as set forth in ARTICLE 1, as the Board of Directors may deem advisable.
4.3 The Board of Directors shall have the authority to audit the club’s financial records and accounts at any time. Any such audit may be called for by any three (3) or more Directors, provided that at any time as there are then one (1) or more, but less than five (5) Directors, such audit may be called for by a majority of the Directors.
4.4 The Board of Directors shall meet once per year, at an Annual Directors’ Meeting to be on the second Sunday of December at 12:01 PM. Additional meetings of the Board of Directors may be called by written or telephonic notice given to all Directors by either:
a. The President of the Club; or
b. Any three (3) or more Directors.
Any such meeting shall be held at the time and place specified in the notice, provided that the time specified shall not be earlier than three (3) business days after the notice is given, and the place specified shall be in the County of Los Angeles. Notwithstanding the foregoing, any business conducted by the Board of Directors at a meeting held without prior notice thereof shall be valid provided that all Directors, whether or not in attendance at any such meeting, shall have executed a waiver of notice with respect to such meeting. Moreover, the Board of Directors may act by the written consent of a two-thirds (2/3) majority of the Directors without the necessity of a meeting being held.
4.5 The greater of (a) three (3) Directors, or (b) one half (1/2) plus one (1) of the Directors (i.e., six (6) of the Directors at such time as there are ten (10) or nine (9) Directors, five (5) Directors at such time as there are eight (8) or seven (7) Directors, four (4) Directors at such time as there are only six (6) or five (5) Directors, and three (3) Directors at such time as there are fewer than five (5) Directors) then holding office present, in person, shall constitute a quorum entitled to conduct business at a meeting duly called in accordance with Section 4.4 above. Except as otherwise expressly set forth in these Bylaws, resolutions or other action by the Board of Directors may be adopted or taken at a meeting at which a quorum is present by the lesser of (i) a two-thirds (2/3) majority of the Directors present at such meeting or by written consent without the necessity of a meeting being held, or (ii) a majority of all Directors (whether or not present at such meeting).
5.1 The elected Officers of the Club shall be the President, Vice President, Secretary, and Treasurer.
a. The President. The President shall preside at all meetings of the Club and of the Board of Directors. The President shall be responsible for the enforcement of the Bylaws.
b. The Vice President. The Vice President will act as Program Chair and shall make arrangements for the Regular Meeting program, including arranging such presentations, lectures, topics for discussion or other material as may be suitable to the Club's purposes. In the absence of the President, the Vice President shall perform all of the duties of the President.
c. The Secretary. The Secretary shall keep the minutes of the meetings, maintain the Membership roster, and send Meeting Notices to the Membership.
d. The Treasurer. The Treasurer shall receive and disburse Club funds. The Treasurer shall keep and preserve proper records, and shall present the yearly financial report at the Annual Directors’ Meeting and the Annual Members’ Meetings.
5.2 In addition to the elected Officers, there shall be such other Officers as the Board of Directors may, from time to time, appoint. Such appointed Officers may include, but shall not be limited to, a “Webmaster” to maintain the Club website, a “Historian” to maintain Club records, one or more liaisons to other clubs or organizations, a Publicity Representative to prepare and submit reports of the Club’s meetings and other activities to numismatic journals or to otherwise publicize the activities of the Club, and/or ad-hoc committee chairs.
5.3 Each elected and appointed Officer shall hold his or her office for a one (1) year term (until the next following Annual Members’ Meeting), or until he or she resigns or becomes deceased or incapacitated, or is removed by a vote of a two-thirds (2/3) majority of the Members.
6.1 Elected Officers and Directors shall be elected by a majority vote of the Members present at the Annual Members’ Meeting held on the second Sunday in December, provided there is a quorum of Members present. If there is not a quorum of the Members at such meeting, then the election shall be held at the next Regular Meeting at which a quorum is present. A quorum of the Members shall be the lesser of (a) a majority of the Members or (b) ten (10) Members.
6.2 Officers and Directors shall elected pursuant to Section 6.1 shall be installed at the next Regular Meeting following the Annual Meeting at which they were elected (but if there is not a quorum at such Annual Meeting, and if such Officers and Directors are elected at a following Regular Meeting, then they shall be installed at the conclusion of the Regular Meeting at which they are elected).
6.3 All Directors and Officers, at the expiration of their term of office, shall deliver to their successors all books, papers, monies, and/or other property of the club in their position and held as a function of their elected position.
6.4 Nominations, including self-nominations, for Officers and for the Directors to be elected may be made by any member in good standing present at the meeting at which the election is to be held. Only a Member in good standing shall be eligible for an elected office or as a Director. Nominees must agree to run.
6.5 Vacancies occurring in any elected office or in the Board of Directors shall be filled by appointment for the remainder of the term by a majority vote of the remaining members of the Board of Directors.
7.1 Regular Meetings of the Members shall be held the second Sunday of each month. Ordinarily, changes in the time and location of the meeting place must be approved by a majority of the Membership present at a Regular Meeting or by the Board of Directors, in either case with appropriate notification to be sent to the Membership by the Secretary.
7.2 Special meetings of the Members may be held at any time upon authorization of the Board, or upon written request of twenty percent (20%) of the Members, notice of which shall be sent to the Members of the club at least ten days in advance of the meeting.
7.3 The January Regular Meeting shall also be the Annual Meeting of the Members. This meeting will include the Installation of Officers, the collection of Annual Dues, and the transaction of other business as required.
8.1 Drafting and mailing Meeting Notices is the responsibility of the Secretary. Members shall be offered the choice of receiving the Meeting Notices by surface mail or by e-mail but are encouraged to opt for e-mail because of the cost savings to the Club.
8.2 The Club website will, to the extent reasonably practical, include contact information, announcements, meeting programs, educational materials and the monthly Meeting Notices.
9.1 Membership shall be open to all persons interested in the field of ancient numismatics and ancient history. Each Member who has paid his or her Annual and Meeting Dues (except that Honorary Members shall be entitled to vote notwithstanding that no Annual or Meeting Dues are due from such Honorary Member in accordance with the provisions of Section 9.2 below) shall be entitled to one vote at any meeting of the Club at which they are present, and shall be entitled to all other privileges of membership.
9.2 There shall be at least four (4) classes of Membership: Individual Membership, Family Membership, Complementary Membership and Lifetime Honorary Membership.
a. Individual Membership. Individual Membership covers a single individual, and is renewed annually by the payment of the appropriate Annual Dues.
b. Family Membership. Family Membership may be conferred on all members of a family residing or receiving mail at the same address, and is renewed annually by the payment of the appropriate Annual Dues. A single membership fee covers as many members of the family as may wish to apply for membership.
c. Complementary Membership. A Complementary Membership for one or more years may be conferred on a person or persons by the majority vote of a quorum of the Members present at any Regular, Annual or Special Meeting of the Members. No Annual Dues or Meeting Dues shall be required during the period of Complementary Membership.
d. Honorary Membership. Lifetime Honorary Membership may be conferred on a person or persons by the majority vote of a quorum of the Members present at any Regular, Annual or Special Meeting of the Members. No Annual Dues or Meeting Dues shall be required of any Honorary Member.
The Board of Directors, subject to the approval of a majority vote of a quorum of the Members present at any Regular, Special or Annual Meeting of the Members, may create additional classes of Membership (e.g., a separate class of Membership for dealers, academicians or for affiliate memberships for persons residing outside of Southern California).
9.3 Any member whose conduct, whether at any meeting or other function of the Club, or in his or her dealings with the public, is deemed detrimental to the best interests of the Club, or who shall willfully violate its Bylaws or other rules or regulations, may be permanently or temporarily suspended by a majority vote of the Board of Directors subject to ratification by the Members present at the next Regular (or Annual Meeting) at which a quorum is present. Members who have previously had their membership revoked may not apply or be granted a new membership without specific authorization of the Board of Directors.
10.1 Except as provided with respect to Honorary Lifetime or Complementary Members as described in Section 9.2 above, Members shall be required to pay dues as follows:
a. Annual Dues for each calendar year in the amount set, from time to time, by the Board of Directors and approved by the Membership. The Annual Dues may be set at different rates for different classes of Membership.
b. Meeting Dues for attendance at each Regular Meeting and the Annual Meeting in the amount set, from time to time, by the Board of Directors and approved by the Membership. The Meeting Dues may be set at different rates for different classes of Membership.
10.2 Annual and Meeting Dues shall be collected and managed by the Treasurer. Annual Dues are payable by each member at the Annual Meeting (except that for any new Member such dues shall be prorated in accordance with Section 10.3 below and be payable upon acceptance of his or her completed application for Membership). Meeting Dues are payable by each Member in attendance at a Regular Meeting (including the Annual Meeting) prior to, or during, such meeting.
10.3 Except for new Members starting their membership in the final quarter of a calendar year, there shall be no proration of Annual Dues. New Members submitting completed applications for membership in the final quarter of a calendar year shall pay a the then applicable Annual Dues for a full calendar year, but will be credited with the amount so paid against the Annual Dues payable for, and at, the beginning of the following calendar year.
10.4 Any Member may resign at any time, but such resignation shall not become effective until proper notification is made to the Secretary or the Board of Directors. A Member resigning from the Club shall not be entitled to any rebate of any dues paid.
10.5 Any Member suspended or expelled shall not be entitled to any rebate of any dues paid.
11.1 Revisions to these Bylaws may be proposed by any Member in good standing at any Regular Meeting. Proposed revisions to the Bylaws may be adopted by a vote of the Board of Directors in accordance with Section 4.5 above. If so adopted by the Board of Directors, the proposed revision shall not become effective unless and until ratified by the vote of a two-thirds (2/3) majority of the Members present at a subsequent Regular Meeting at which a quorum is present. Revisions shall become effective upon such ratification.
12.1 The parliamentary authority in conducting all meetings of the Club shall be the current edition of Robert's Rules of Order. Any rule of order may be suspended temporarily by a majority vote of those present at any meeting.
Amended and Restated Bylaws approved the tenth day of April, 2005