Article I. Offices

The principal office of the Ancient Coin Collectors Guild is located at 52 Fourth St. Gainesville, MO 65655. The Board of Directors ("Board") may open other offices if and when additional offices are deemed appropriate by the Board.

Article II. Purposes

The purposes of the Ancient Coin Collectors Guild are to promote and nurture the free and independent collecting of coins from antiquity through education, political action and consumer protection. The goal of this guild is to foster an environment in which the general public can confidently and legally acquire and hold, for personal or professional use, any numismatic item of historical interest regardless of date or place of origin. The guild does not in any way support, condone or defend the looting of designated archaeological sites, nor the violation of any nation's laws concerning the import or export of antiquities.

Article III. Membership

A. Membership Criteria

Membership in the Ancient Coin Collectors Guild is open to any person who is interested in the collecting or study of coins from the past and who complies with any membership criteria and requirements which may be established by the Board. The Board may establish a charge for membership ("Dues"). The Board of Directors, by affirmative vote of two-thirds (2/3) of the entire Board may suspend or terminate the membership of a member or Member Organization for cause, including dishonorable conduct, or actions inimical to the best interests of the hobby, or such other cause which the Board deems good and sufficient, by setting forth in a written notice, with reasonable specificity, the reasons for such suspension or expulsion. If written demand is made within thirty (30) days of the receipt of such notice of suspension or termination, the Member, or Member Organization, shall be entitled to the opportunity for a due process appeal before the Board. The Board may establish such procedures as it deems appropriate for the conduct of any such hearing.

B. Membership Meetings

The Board may call a meeting of the membership at any time. Meetings may be held in person, through electronic conferencing, by email, or by other technologies deemed by the Board to be likely to be able to result in the ability of members to participate in a meaningful way in consideration and decision-making on the issues presented. Meetings conducted in cyberspace which involve the use of asynchronous modes of communication, e.g., email or discussion lists, are to be conducted in the manner approved by the Board.

C. Voting

Membership Meetings. Each member in good standing forty-five (45) days before a meeting of the membership is entitled to vote on issues raised in the meeting. Voting in meetings shall be conducted in accordance with policies and procedures implemented by the Board from time to time or in accordance with policies and procedures implemented by the Board for that meeting.

Every two (2) years commencing with the year 2022, the membership will be asked to vote to approve any members of the Board of Directors up for approval of the members that year. Forty-five (45) days prior to any Membership Meeting, a member or Member Organization in good standing may nominate additional Board Members with the approval of at least ten (10) members or (2) Member Organizations in good standing. Once nominated, the membership will vote on whether that nominee will join the other Board Members.

D. Agenda for Membership Meetings

The Board shall prepare the agenda for Membership Meetings. For Membership Meetings, the Board shall deliver the agenda to each member by email, regular mail or other means approved by the Board. The Board may send the agenda with any other matter sent to the members within sixty (60) days of the Membership Meeting.

E. Notice

For all meetings of the members, the Board shall notify each member of the time and place and manner (e.g., in person or in cyberspace) of the meeting at least 30 days prior to the meeting. Notice may be given by email or by regular mail or both. Notice emailed to the last known email address of a member is sufficient for those members who have email access. Other members are to be notified by regular mail. The notice may be sent with other information (such as conference information) sent to the members within the appropriate time frame. The notice may include the agenda for the meeting.

Article IV. Board of Directors

A. General Powers and Duties

Management of the affairs of the Ancient Coin Collectors Guild shall be vested in its Board of Directors. The Board of Directors shall possess, and may exercise, any and all powers granted to the Guild under the General Corporation Law of the State of Missouri and the Certificate of Incorporation, subject to the limitations set forth in the Certificate of Incorporation and these Bylaws.

B. Number of Directors

Subject to the addition of Directors after a nomination and vote by the Membership, the number of Directors may be increased or decreased from time to time by vote of the members of the Board of Directors, but in no case shall the number of Directors be less than three. The Directors shall elect one of their number to be Chairperson on an annual basis.

C. Qualifications

Directors need not be residents of the State of Missouri.

D. Election and Term

Each Director shall serve for a term of four (4) years and may succeed himself or herself for an unlimited number of terms. Each Director shall continue to serve subject to approval by the Members until the expiration of his or her term, death, incapacity to serve hereunder, resignation, or removal. Members of the Board of Directors shall be approved by the Members at Membership Meetings called for that purpose. From time to time, the Board may consult with the Membership to identify any individuals or individuals who may wish to serve as a Director. Additional Directors may be named by a majority vote of the of the members of the Board of Directors. Directors so appointed shall hold office subject to approval of the Members at the next Membership Meeting called for that purpose.

E. Removal and Resignation

(1) A Director may be removed at any time, with or without cause, by vote of majority of all other Directors then holding office. Before such a vote of removal, the Director sought to be removed shall be given at least 15 Days’ notice of any such vote.

(2) A Director may resign at any time by giving notice thereof in writing to the Board of Directors.

F. Quorum and Voting

A quorum shall consist of a majority of Directors then holding office. The affirmative vote of a majority of the Directors present at a Board of Directors meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board of Directors except insofar as the Board of Directors is permitted to take action without a meeting pursuant to Section H, or as a larger vote may at any time be otherwise specifically required by the General Corporation Law of the State of Missouri, the Guild’s Certificate of Incorporation, or these Bylaws.

G. Meetings:

The Board of Directors may establish a regular meeting schedule as the Board of Directors deems advisable, with times and places to be determined by the President, but shall meet at least annually. The Chairperson shall preside at all meetings of the Board of Directors. Special meetings of the Board of Directors may be called at the discretion of the Chairperson or at the request of one-third of the Directors then holding office, provided that notice of such special meeting shall be provided to each Director at least five days prior to the date fixed for such special meeting. The last regular meeting of the Board of Directors in each calendar year shall constitute its annual meeting. The Board of Directors is empowered to adopt rules of procedure for the conduct of its meetings, provided such rules do not contradict any provision of these Bylaws.

H. Action without Meeting:

Except as otherwise provided in these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided all Directors consent in writing, including by mail, fax, or e-mail, and set forth in the same writing the action or decision taken or made. Unanimous consent in writing shall have the same force and effect as a decision made by vote at a meeting, and may be described as such in any document executed by or on behalf of the Guild.

I. Teleconferencing:

One or more Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all Directors participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

J. Compensation and Expenses:

No Director shall receive compensation for his or her services as a Director; provided, however, that expenses reasonably incurred by a Director on account of the Guild in the course of the performance of his or her duties may be reimbursed, and provided that Directors may receive reasonable compensation for services rendered to or for the Guild in any capacity other than as a Director. In no event shall any part of the net earnings of the Guild inure to the benefit of any Director or Officer of the Guild, or to the benefit of any other individual, within the meaning of Section 501(c)(4) of the Code, or any corresponding provisions of any subsequent federal tax laws.

K. Committees

The Board of Directors may create committee(s) consisting of one or more Directors, which committee(s) shall have such authority as the Board of Directors may by law and these Bylaws direct; provided that no such committee shall have or exercise the authority to: (1) fill vacancies on the Board of Directors; (2) amend the Guild’s Certificate of Incorporation; (3) adopt, amend, or repeal the Bylaws; or (4) dissolve or merge the Corporation.

L. Advisory Board

The Board of Directors may appoint one or more persons interested in the work of the Ancient Coin Collectors Guild to serve on an Advisory Board consisting of as many individuals as in the judgment of the Board of Directors will serve to benefit the Ancient Coin Collectors Guild, and the number may be increased or diminished from time to time as the Board of Directors shall direct. The Advisory Board members will be appointed each year by the Board of Directors and may serve an unlimited number of consecutive terms. Each year the Board of Directors shall appoint a Chairperson of the Advisory Board from among the Advisory Board members to serve for a term of one year. The Advisory Board shall from time to time consider and make recommendations concerning such questions as may be submitted to them by the Chairperson, and the Advisory Board, or any of its members so selected, shall be privileged to be present and participate in the discussions arising at the meetings of the Board of Directors to which they are invited by the Directors. The Board of Directors is under no obligation to solicit or follow the advice or recommendations of the Advisory Board. All decisions of the Board of Directors shall be made independent of the Advisory Board.

Article V. Officers

A. Appointment and Salaries

The Officers of the Guild shall be appointed by the Board of Directors and shall be a President, a Secretary, and a Treasurer. The Officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. If the Board of Directors decides that the officers of the Guild shall be compensated, the Board of Directors shall fix the salaries of all officers appointed by it.

B. Removal and Resignation

Any Officer may be removed at any time, either with or without cause, by the Board of Directors. Any Officer may resign at any time by giving notice to the Board of Directors, the President or Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

C. Qualifications

Officers may, but need not be, Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary must be held by different persons.

D. President

The President of the Guild shall be the chief executive officer of the Guild, and, subject to the control of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all the affairs of the Guild in accordance with any policies and directives approved by the Board of Directors. The President shall, to the extent authorized by the Board of Directors, appoint individuals to the staff of the Guild and fix the terms of employment of such staff persons.

E. Secretary

In the absence of the President or in the event of his or her inability or refusal to act, the Secretary of the Guild shall perform the duties of the President of the Guild, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Secretary of the Guild shall be responsible for seeing that accurate records are kept of the proceedings of all meetings of the Board of Directors, and shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of secretary.

E. Treasurer

The Treasurer of the Guild shall have the custody of and be responsible for all funds and securities of the Guild, and shall keep full and accurate accounts of receipts and disbursements in the books of the Guild. He or she shall deposit or cause to be deposited all monies or other valuable effects in the name of the Guild in such depositories as shall be selected by the Board of Directors. The Treasurer shall disburse the funds of the Guild as may be ordered by the Board of Directors, or its delegate, taking proper vouchers for such disbursements, and shall render an account of all his or her transactions as Treasurer and of the financial condition of the Guild to the President of the Guild and to the Board of Directors at its regular meetings or when the Board of Directors so requires.

E. Inspections

Both the Secretary and the Treasurer shall permit any Director or his or her duly authorized attorney to inspect all books and records of the Guild, for any proper purpose at any reasonable time.

Article VI. Executive Director

A.  Appointment and Salary

The Board will appoint the Executive Director.  If the Board of Directors decides that the Executive Director of the Guild shall be compensated, the Board of Directors shall fix the salary of the Executive Director.  The Board shall also reimburse the Executive Director for any reasonable expenses incurred by the Executive Director on behalf of the Guild.  The Executive Director will serve at the pleasure of the Board and may be replaced by a majority vote of Board members.

B.  Powers and Responsibilities

Between Board meetings the Executive Director has the power to do all things that the Board is empowered to do, except the Executive Director cannot amend these Bylaws; cannot reverse a Board decision or Board action in the absence of compelling circumstances requiring such action; cannot act contrary to Board resolutions or directives in the absence of compelling circumstances requiring such action.

The Executive Director may speak on behalf of the Guild. The Executive Director has the power to take positions on behalf of the Guild with respect to matters which are brought to the attention of the Guild where, in the judgment of the Executive Director, acting through a Special Meeting of the Board would not be timely, fruitful, or otherwise necessary or appropriate given the constraints to act.

The Executive Director is responsible for the direct oversight of any appointed (i.e. non-elected) officers of the Guild.

The Executive Director is responsible for operating and managing the Guild, including the ratifying of appointment of all committees members and overseeing the hiring, supervising, and firing of any Guild employees. The Executive Director is the spokesperson for the Guild; has the power to sign all documents, including contracts, in the name of the Guild; and shall perform such other duties as are determined by resolution of the Board; and shall ensure that the Guild has complied with all federal and state requirements.

The Executive Director is responsible for preparing the agenda for the Biennial Board Meeting. The Executive Director is responsible for receiving, reviewing, and where necessary or appropriate, making recommendations on committee reports. All proposals for Board action, including particularly budget items, are to be received, reviewed, considered, acted upon and reported to the Board by the Executive Director in written reports.

Article VII. Adoption and Amendment of Bylaws

A. Bylaws

The Bylaws of the Ancient Coin Collectors Guild shall be approved by the Board of Directors. Upon the approval of the Bylaws, their availability shall be made known to the general membership, and copies of the approved Bylaws shall be provided upon request.

B. Amendments to Bylaws

The Board of Directors can amend these Bylaws by a two-thirds vote.

Article VIII. Dissolution

In the event of dissolution of the Ancient Coin Collectors Guild, any remaining assets of the Guild shall be distributed to a non-profit numismatic organization or other organization that seeks to advocate for issues of importance to the numismatic community to be determined at that time by a majority vote of the Board of Directors.