BYLAWS OF __________ ARTICLE I OFFICES The principal office of the corporation in __________ [state] shall be located in __________ County, __________ [state]. The corporation may have such other offices, either within or without __________ [state] as the Board of Directors may determine or as the affairs of the corporation may require from time to time. The corporation shall have and continuously maintain in __________ [state] a registered office and a registered agent whose office is identical with the registered office. The registered office may be, but need not be, identical with the principal office in __________ [state]. The registered agent and the registered office may be changed from time to time by the Board of Directors. ARTICLE II MEMBERS SECTION 1. Classes of Members. The corporation shall have two classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows: A. Governing Membership. Comprised only of the Board of Directors of the corporation, these members ("Governing Members") have the right and duty to govern all functions of the corporation and guide its future operations. B. Participating Membership. Composed of members ("Participating Members") who join the Society by paying annual dues, and who do so to enjoy the services and benefits of the Society. Participating Members have no authorized powers to govern and/or assist in the operation of the Society. C. Eligibility Requirements. (1) All persons, regardless of age, who are interested in promoting and furthering the purposes of this corporation are eligible to become Participating Members. (2) Only individuals who have been elected to and are serving on the Board of Directors of this corporation are eligible to be Governing Members. SECTION 2. Election of Members. A. Individuals who meet the eligibility requirements may be accepted for Participating Membership by the officers of the corporation and/or by the Board of Directors, unless the Board of Directors by the majority vote of the full Board reserves to itself the right to accept new Participating Members. B. An individual who is a member of the Board of Directors of the corporation and is otherwise in good standing as a member shall automatically be a Governing Member. Should any Governing Member cease to be a director of the corporation, he or she shall cease to be a Governing Member and shall, as of the time he or she ceased to be a member of the Board of Directors, automatically become a Participating Member. SECTION 3. Voting Rights. Each Governing Member shall be entitled to one vote on each matter submitted to a vote of the members. SECTION 4. Termination of Membership. Membership in the Society may be terminated by the affirmative vote of a majority of the full Board of Directors for failure to pay dues on time, for conduct unbecoming a member, for failure to pay a just debt to the Society, or for any other reason deemed necessary and proper by the Board. ARTICLE III MEETING OF MEMBERS SECTION 1. Meetings of Governing Members. A. Meetings of the Governing Members shall be held when designated by the Board of Directors or by the President. The purpose of such meetings shall be to conduct any necessary business for the Society and to guide its present and future operations. B. The meetings of Governing Members shall be held at least once each fiscal year. C. Quorum. Governing Members holding one-half of the votes which may be cast at any meeting shall constitute a quorum at the meeting. If a quorum is not present at any meeting of members, a majority of the Governing Members present may adjourn the meeting from time to time without further notice. D. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member's duly authorized attorney in fact. No proxy shall be valid after __________ months from the date of its execution, unless otherwise provided in the proxy. E. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter unless a greater proportion is required by law or by these bylaws. F. Voting by Mail. Where Directors or officers are to be elected by member or any class or classes of members, the election may be conducted by mail in such manner as the Board of Directors shall determine. G. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Governing Members entitled to vote with respect to the subject matter thereof. H. Notice of Meetings. Written notice stating the place, day, and hour of any meeting of Governing Members shall be delivered, either personally or by mail, to each member entitled to vote at the meeting, not less than __________ nor more than __________ days before the date of the meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the corporation, with postage thereon prepaid. Any member may waive notice. The attendance of a Governing Member at any meeting shall constitute a waiver of notice of the meeting, except where a Governing Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened. SECTION 2. Meetings of Participating Members. A. The corporation shall, at times designated by the Governing Members, the Board of Directors or the President, hold an annual convention and meeting for all Participating Members in order to keep the members thoroughly apprised of the activities of the organization. B. Notice of all Participating Members' meetings shall be given to the entire membership at least __________ days in advance of the meeting and in the form of letters through the mails or notices in the corporation's publication(s). SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without __________ [state] as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting is otherwise called, the place of meeting shall be the registered office of the corporation in __________ [state]. ARTICLE IV OFFICIAL PUBLICATIONS SECTION 1. The Board of Directors shall be responsible for the publication of a regular journal that shall be distributed to all members, governing as well as participating. SECTION 2. The Board of Directors is authorized to undertake to contract with an existing publication to have the publication serve as the official journal for the corporation. The Board is further authorized to designate a specific, reasonable percentage of all membership dues income and income from other corporation sources to be paid to the publication for the service of providing a journal for the corporation's members. ARTICLE V BOARD OF DIRECTORS SECTION 1. The Board of Directors shall serve as the governing body for the corporation, and shall manage all of its affairs and properties. SECTION 2. Number and Qualification of Directors. The authorized number of directors of the corporation shall be __________, until changed by amendment to this bylaw. SECTION 3. Election and Term of Office. Terms of office for Directors shall be __________ years and shall be staggered so that all terms do not expire at once. The Directors to fill expiring terms shall be elected by majority vote of the Governing Membership at its first meeting following the beginning of the fiscal year ("annual meeting"), but if any such annual meeting is not held, or the Directors are not elected at the annual meeting, the Directors may be elected at a special meeting of Governing Members held for that purpose as soon thereafter as convenient. All Directors shall hold office until their respective successors are elected. A Director can be removed from office at any time for good cause, however, by a majority vote of the Governing Members. A director may be removed without cause by a two-thirds vote of the Governing Members. SECTION 4. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of Governing Members. The Board of Directors may provide by resolution the time and place, either within or without __________ [state], for the holding of additional regular meetings of the Board without other notice than the resolution. SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without __________ [state], as the place for holding any special meeting of the Board called by them. SECTION 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least __________ days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at the Director's address as shown by the records of the corporation. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, the notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these bylaws. SECTION 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. However, if less than a majority of the Directors are present at the meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Directors may participate in a meeting of the Board by means of conference telephone or similar communication equipment, by means of which all persons participating in the meeting can hear one another. Such participation in a meeting shall constitute presence in person at the meeting. SECTION 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws. SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director's predecessor in office. SECTION 10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. However, nothing in these bylaws shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. SECTION 11. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the Directors. SECTION 12. Resignation. Any member of the Board of Directors may, upon written notice given not less than __________ days prior to effect, resign. Any member absent from two or more meetings of the Board as officially called through prior written notice shall automatically be deemed to have resigned from this Board if the Board so wishes. ARTICLE VI OFFICERS SECTION 1. The officers shall be the president, vice-president, secretary and treasurer, of which the latter two may be combined, who shall be elected by the Board of Directors at its first meeting following the beginning of the fiscal year each year. Only members of the Board of Directors may be elected to hold these offices. SECTION 2. Any officer of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served. However, such removal shall be without prejudice to the contract rights, if any, of the officer so removed. SECTION 3. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. SECTION 4. The President shall also be the corporation's chief executive officer and shall preside at all meetings of the corporation, whether Governing Members or Participating Members, and shall be in charge of all day-today operations of the corporation. The President shall, further, sign all written contracts and documents and perform such duties as assigned to the President by the Board. The President, as chief executive officer, shall be paid a salary commensurate with the President's work. SECTION 5. In the absence of the President or in the event of the President's inability or refusal to act, the Vice-President (or in the event there is more than one Vice-President, the Vice-Presidents in the order of their election) shall perform the duties of the President. When so acting, such Vice-President or Vice-Presidents shall have all the powers of and be subject to all the restrictions on the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. SECTION 6. The Secretary shall issue all written notices of meetings, or shall designate the chief executive officer to do same in the Secretary's place. The Secretary shall be the keeper of the corporate seal, and shall attest his or her signature to all written contracts, if deemed necessary. The Secretary shall, further, keep all corporate records of the corporation, including minutes of all official meetings and shall perform all duties assigned to the Secretary by the Board. SECTION 7. The Treasurer shall audit or cause to have audited the books of regular account and submit them, together with vouchers, receipts, records, and other papers, to the Board of Directors for their examination and approval as often as they may require; and shall make a report or cause to have made a report of the financial condition of the corporation so that the report may be submitted to all Governing Members. The Treasurer shall, further, perform all other duties as assigned to the Treasurer by the Board. SECTION 8. The Board of Directors may appoint such other officers as the conduct of the corporation may require, each of whom shall have authority and perform such duties as are provided in these bylaws or as the Board of Directors may from time to time specify, and shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve. SECTION 9. Officers and other employees of the corporation shall receive such salaries or other compensation as shall be determined by resolution of the Board of Directors, adopted in advance or after the rendering of the services, or by employment contracts entered into by the Board of Directors. The power to establish salaries of officers, other than the President, may be delegated to the President or a committee. ARTICLE VII DUES SECTION 1. All members, whether Governing or Participating, shall pay regular annual dues to the corporation as payment for their privilege of membership. The dues should be in an amount set down by the Board of Directors. The initial annual dues of the corporation, as of the effective date of these bylaws, is $__________ per year domestic, $__________ per year Canadian, and $__________ per year foreign. ARTICLE VIII COMMITTEES SECTION 1. There shall be any number of committees made up of members of the Board of Directors or of Participating Members who are appointed to the committees by either the Board or the chief executive officer. ARTICLE IX NATIONAL BOARD OF ADVISORS SECTION 1. The President of the corporation shall appoint, at the President's discretion, any number of members to the National Board of Advisors. Each member of this body shall have an honorary non-voting membership (ex-officio) on the Board of Directors, but shall not be counted as members of the Board for any voting or quorum purposes. SECTION 2. The purpose of this National Board of Advisors is to assemble a distinguished panel of individuals whose background and abilities would lend favorably to the operation of the corporation and whose expertise would be sought to assist in guiding the general affairs of the corporation. ARTICLE X SERVICES AND MOTION PICTURE SOUVENIRS SECTION 1. The chief executive officer is given the right to organize and initiate various services that shall either benefit the general membership and/or the preservation of the heritage of the motion picture industry. SECTION 2. To aid the corporation in financing its operations, the corporation may, at its discretion, sell, at a reasonable profit, souvenir items. The sale of such items shall not benefit any individual member of this corporation, but shall serve to benefit the corporation. ARTICLE XI MISCELLANEOUS SECTION 1. Seal. The Board of Directors shall provide a suitable seal for the corporation. SECTION 2. Not-for-Profit Purpose. The corporation shall maintain adherence to state and federal laws governing not-for-profit organizations and shall adhere to the requirements of the Internal Revenue Code Section 501(c)(3). SECTION 3. Indemnification of Directors and Officers. When a person is sued, either alone or with others, because he or she is or was a director or officer of the corporation, or of another corporation serving at the request of this corporation, in any proceeding arising out of the person's alleged misfeasance or nonfeasance in the performance of the person's duties or out of any alleged wrongful act against the corporation or by the corporation, the person shall be indemnified for his or her reasonable expenses, including attorney fees incurred in the defense of the proceeding, if both of the following conditions exist: (a) The person sued is successful in whole or in part, or the proceeding against him or her is settled with the approval of the court. (b) The court finds that the person's conduct fairly and equitably merits such indemnity. The amount of indemnity which may be assessed against the corporation, its receiver, or its trustee, by the court in the same or in a separate proceeding shall be so much of the expenses, including attorney fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable. Application for such indemnity may be made either by the person sued or by the attorney or other person rendering services to that person in connection with the defense. The court may order the fees and expenses to be paid directly to the attorney or other person, although he or she is not a party to the proceeding. Notice of an application for indemnity shall be served on the corporation, its receiver, or its trustee, and on the plaintiff and other parties to the proceeding. The court may order notice to be given also to the Governing Members in the manner provided in Article III for giving notice of members' meetings in such form as the court directs. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any resolution, agreement, vote of Governing Members or disinterested directors or otherwise, both as to any action in a person's official capacity and as to any action in another capacity while holding office. The right to indemnification shall continue as to a person who has ceased to be a director, officer, employee agent and shall inure to the benefit of the heirs, executors, and administrators of that person. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against liability under the provisions of this section. SECTION 4. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. The funds of the corporation shall be deposited in such banks and other depositories as the Board of Directors may select. SECTION 5. Annual Report. No annual report to members shall be required, but the Board of Directors may cause to be sent to the members reports in such form and at such times as may be deemed appropriate by the Board of Directors. SECTION 6. Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in addition to the officers so authorized by these bylaws, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. SECTION 7. Membership Certificates. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate may be issued therefor, it shall be on such terms and conditions as the Board of Directors may determine. SECTION 8. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the corporation. In the absence of action by the Board of Directors, however, the fiscal year of the corporation shall begin on July 1st of each year. ARTICLE XII AMENDMENTS TO BYLAWS These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or any special meeting, if at least __________ days written notice is given of the intention to alter, amend, or repeal, or to adopt new bylaws at such meeting.