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The Dante Society of America

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ARTICLE I

Section 1. Name--The name of the corporation shall be "The Dante Society of America, Incorporated." The corporation is hereinafter referred to as the Society.

Section 2. Object--The object of the Society shall be the encouragement of the study of the life and works of Dante by ail interested parties and to do all things permissible under Chapter 180 of the General Laws.

Section 3. Location--The members of the Council may establish the principal office of the Society at their discretion in Massachusetts.

Section 4. Seal--The corporate seal shall bear the name of the Society, the year of its organization and the word "Massachusetts."

Section 5. Fiscal Year--The fiscal year of the Society shall be from January 1st to December 31st both dates inclusive.

ARTICLE II

Section 1. Officers--The officers of the Society shall consist of a board of not less than three (3) nor more than nine (9) members of the Council, having the powers and duties of directors, the president, vice-president, clerk, treasurer, and such other officers as may from time to time be found necessary or convenient for the transaction of the business of the Society.

Section 2. Election of Members of the Council, Treasurer and Clerk--A Council, having the powers and duties of a Board of Directors, a treasurer and clerk shall be elected at the annual meeting by ballot prepared by a Nominating Committee consisting of three members appointed by the President with the advice and consent of the Council, said ballot to be distributed to members at least thirty days prior to the date of the annual meeting. Nominations may also be made from the floor at the annual meeting provided that notice of such nominations, giving the names of the nominees and signed by no less than seven (7) members, is filed with the clerk within twenty days after the report of the Nominating Committee is sent out.

The Treasurer and Clerk becomes automatically by his election a member of the Council.

The members of the Council shall be elected for a term of three (3) years in an established rotation of three new members every year.

The Council may fill any vacancy occurring in any of said offices from whatever cause in the interval between the annual meeting of the Society.

Section 3. Election of Officers--The President and Vice-President shall be elected by the Council from among its own members, the term of the President being three (3) years, renewable once. All other officers other than the treasurer and clerk shall be elected by the Council, but need not be from among its own membership.

Sections 4. Absence or Disability of Officers--In case of the absence or disability of any officer of the Society other than a Member of the Council, the Council may appoint some other person to exercise for the time being tile powers and perform tile duties of such officer in his place and the authority of such person shall continue until it is revoked by the Council.

ARTICLE III

Section 1. Power of the Council--The property and affairs of the Society shall be managed by the Members of the Council who shall have power to elect and appoint all necessary officers and committees except those required to be elected by the members under law or these By-laws, to elect new members of the Society, to fill, subject to the provisions of Article 11, vacancies from whatever cause occurring in the Council or other offices, to employ and dismiss at will such agents, factors, clerks and other persons as it may be necessary or convenient to employ in the transaction of the business of the Society, to fix the compensation of all employees and officers of the Society, and in addition thereto, generally to control and manage all the affairs of the Society and to exercise, in addition to the powers and authorities by these By-laws expressly conferred upon them, all such powers as may be exercised, and to do all such things as may be done by the Society which are not expressly preserved to the members, subject to the provisions of the statutes and laws of the Commonwealth of Massachusetts.

Section 2. Quorum--A majority of the Council shall constitute a quorum for the transaction of business, but a lesser number may adjourn the meeting sine die or to a stated time and place.

Section 3. Meetings of the Council--Meetings of the Council, whether regular or special, may be held either within or without the Commonwealth of Massachusetts.

Section 4. Regular Meetings of the Council--Regular meetings of the Council may be held it such times and places as the Council may fix by vote, and unless by such vote provision is made for notice of such meetings, no notice need be given of regular meetings of the Council held at the time and places fixed by such vote.

Section 5. Special Meetings of the Council--Special meetings of the Council may be called by the President or the vice president or by tile clerk at the request of any member of the Council. Each member of the Council shall be notified of such meeting by (a) delivering to him in hand a written notice of the meeting, or, (b) mailing a notice, postage prepaid, and addressed to such member of the Council at his last known residence or place of business or at his address as it appears on the books of the Society or (c) by telephone or telegram to such address.

Such notice, if given by delivering in hand, or by telephone or telegraph, shall be not less than twenty-four (24) hours prior to the hour set for such meeting, or if by mailing, shall be mailed at least ninety-six (96) hours before the hour set for the meeting.

Notice of any meeting of the Council may be waived in writing by any member of the Council and the presence of any member of the Council at any meeting of the Council shall be deemed a waiver of notice by him unless objection is made by him and noted on the records of the meeting of the Council.

ARTICLE IV

Section 1. President and Vice President--The President shall preside at all meetings of the Society and Council at which he is present and shall have such other powers and duties as are usually vested in the office of president of a corporation or as may be vested to him from time to time by vote of the Council.

The vice president shall, in the absence or disability of the president, discharge all the duties of that office and such additional duties as may be vested in him from time to time by vote of the Council.

Section 2. Treasurer--The treasurer shall have charge of all seal and funds of the Society and shall be the general financial agent of the Society under the Council. He shall keep full and accurate accounts of the receipts and disbursements of the Society in books of the Society, render a statement of the financial affairs of the Society at each annual meeting of the Society and to the Council whenever it may require it. He shall at any time when required to do so by the Council give bond with surety satisfactory to the Council for the faithful per- of the duties of his office.

Section 3. Clerk and Clerk Pro Tem--The clerk shall at all times be a resident of Massachusetts, and shall be sworn to the faithful performance of his duties. He shall record all votes and minutes of all proceedings of the members and of the Council in books kept for that purpose and shall note any amendment of the By-laws against the By-law so amended, referring to the page of the record where said amendment appears; he shall give all notice required by these By-laws to be given of meetings of the Society and of the Council and shall perform all other duties of clerk prescribed by the laws of the Commonwealth of Massachusetts.

In the absence of the clerk, a clerk pro tem may be appointed by the members at meetings of the Society or by the Council at meetings of the Council who shall keep the records of the meeting and who shall be sworn to the faithful performance of his duties. In the absence of the clerk at the annual meeting of the Society as hereinafter provided for, the clerk pro tem shall be a resident of Massachusetts.

ARTICLE V

Section 1. Meetings of the Members of the Society--Meetings of the members of the Society may be held either within or without the Commonwealth of Massachusetts, but the annual meeting shall be held in the Commonwealth of Massachusetts.

Section 2. Annual Meetings--The annual meeting shall be held in the spring each year.

Section 3. Members--The members of the Society shall consist of the incorporators and any additional members who may be elected by the Council at any regular or special meeting.

Section 4. Honorary Members--The members of the Society may choose, as an honorary member, any person distinguished for his interest in the purposes of the Society or who has rendered it valuable services. An honorary member shall be entitled to all the privileges of the Society but shall not be subject to any dues or assessments.

Section 5. Voting Power--All members of the Society shall be entitled to vote at any annual or special meeting of the members and each member shall have one vote.

Section 6. Proxies--At all meetings a member may be represented and may vote in person or by proxy, but no proxy shall be voted upon if dated more than six months before the meeting named therein and no such proxy shall be valid after the final adjournment of such meeting.

Section 7. Quorum--One quarter of the members entitled to vote shall be necessary to constitute a quorum for the transaction of all matters except as provided in Article VI at any members' meeting except that a lesser number may adjourn the meeting to any other date or sine die.

Section 8. Special Meetings--Special meetings of the members of the Society may be called by the President, or by a majority of the Council, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of any three or more of the members of the Society who are entitled to vote, stating the time, place and purpose of the meeting.

Section 9. Notices--Written notice of any meeting of the members of the Society, stating the place, day, hour and purposes thereof shall be given by the clerk at least (10) days before tile meeting to cacti member of the Society by mailing the same postage prepaid addressed to him at his address as it appears on the books of the Society. Notice of any such meeting may be waived.

ARTICLE VI

Section 1. Amendment of By-laws--These By-laws may be in whole or in part repealed or amended at any regular or special meeting of the members, at which a majority of the then members of the Society is present, by vote of a majority of tire members present and voting at said meeting entitled to vote thereon, provided that in the notice of said meeting it is specified that action will be taken on a repeal or amendment of these By-laws as from time to time amended. Any amendment made to the By-laws shall be noted on the margin of the By-law amended, referring to tile page of the record where said amendment appears. Notice of any proposed repeal or amendment may, however, be waived in writing by any member.