By-Laws of BGBoston, Inc.

ARTICLE 1 – ORGANIZATION

The name of this corporation shall be “BGBoston, Inc.”.
The corporation may adopt such seal as the Board of Directors, in its discretion, shall determine; provided, however, that the Board of Directors shall not adopt as a seal of the corporation any seal which does not conform to any applicable law.
The corporation may at its pleasure by vote of the Voting Members in good standing of the corporation change its name and/or seal.

ARTICLE II – PURPOSES

The following are the purposes for which this corporation has been organized:

To promote “conflict simulation games,” also known as “strategic games,” both as a hobby and as an historical and educational model.
To lease or otherwise hold real property for the purposes of providing a place at which members of the corporation, their guests, and any other invitees may participate in conflict simulation games. Under no circumstances shall this corporation permit any form of gambling on any premises under its control.
To organize tournaments, conventions, seminars or other public activities in furtherance of the above.
To hold Regular Meetings in furtherance of the above.
To publish newsletters or any other type of organ which the Board of Directors of this corporation deems necessary or useful in furtherance of the purposes of this corporation.

ARTICLE III – MEMBERSHIP

Membership in this corporation shall be open to all persons regardless of race, national origin, creed, physical handicap, or gender. Membership in this corporation shall only be restricted as specified herein.

Section 1. Membership Privileges and Requirements

A. Voting Member

All Voting Members in good standing shall be entitled to the following privileges:
(a)        Entitled to vote on all motions at any Annual Meeting or any Special Meeting;
(b)        Entitled to vote on admission of new Voting Members;
(c)        Entitled to vote in the election of all officers and directors;
(d)       Entitled to run for any office or directorship of the corporation;
(e)        Entitled to attend all functions of the corporation; and
(f)        Entitled to any other privileges specified in these By-Laws.
Any person who has attended at least three (3) Regular Meetings of the corporation may apply for admission into the corporation as a Voting Member. Such application shall be sponsored by two (2) Voting Members and shall be made to the Secretary. The Secretary shall mark this application in the agenda of the next Annual Meeting or Special Meeting under New Business. If, at the time the application is made, no such meeting has been scheduled within the upcoming six (6) weeks, the Secretary will schedule a Special Meeting for the sole purpose of voting on the application for membership, within a reasonable period of time defined by the Board of Directors.
The applicant shall not be present at the portion of the Annual Meeting or Special Meeting at which his or her admission is brought to a vote. The applicant shall be admitted into the corporation as a Voting Member in good standing upon affirmative vote of three quarters (3/4) of the then existing Voting Members and upon payment of any applicable dues or fees.
Any person who has at any time been admitted into the corporation as a Voting Member, but has ceased to be a Voting Member for any reason shall be readmitted into the corporation as a Voting Member in good standing upon payment of any applicable dues or fees; provided, however, that no person who has been expelled or suspended from the corporation shall be readmitted into the corporation as a Voting Member in good standing while such expulsion or suspension is in effect.

B. Attending Members

All Attending Members in good standing shall be entitled to the following privileges:
(a) Entitled to attend the regular meetings of the corporation, subject, however, to any limitations imposed on such attendance by the Board of Directors.
Any person who has attended at least three (3) Regular Meetings of the corporation may apply for admission into the corporation as an Attending Member. Such application shall be sponsored by two (2) Voting Members. The applicant shall be admitted into the corporation as an Attending Member in good standing upon and upon receipt of such application and sponsors and upon payment of any applicable dues or fees.
Any person who has been admitted into the corporation as a Voting Member may, at any time, elect instead to be an Attending Member, provided, however, that no such election may be made by person who has been expelled or suspended from the corporation while such expulsion or suspension is in effect. Such election shall be made to the Secretary. Unless otherwise provided by the Board of Directors, the election provided under this paragraph (3) shall be irrevocable for a period of six (6) months from from the date made.

C. Convention Members

All Convention Members in good standing shall be entitled to the following privileges:
(a) Entitled to attend the convention, seminar or similar activity organized or sponsored by the Corporation (hereinafter “Convention of the Corporation”) for which such Convention Membership is issued, subject, however, to any limitations imposed on such attendance by the Board of Directors or any committee authorized by the Board of Directors.
Any person may apply for admission into the corporation as a Convention Member. Such application shall be made in writing to the Secretary or any other person(s) so authorized by the Board of Directors. The applicant shall be admitted into the corporation as a Convention Member in good standing upon the occurrence of all of the following events:
(a)        The receipt and approval of such application by the Secretary or any other person(s) authorized by the Board of Director to approve such application;
(b)        The registration of such person at such Convention of the Corporation; and
(c)        The payment of any applicable dues or fees.
All Convention Memberships shall terminate at the end of the Convention of the Corporation for which such Convention Membership was issued, unless the such Convention Membership has been issued for a shorter time.
The Board of Director may make, or delegate to any committee the authority to make such rules and regulations as they deem necessary or appropriate for the orderly conduct of any Convention of the Corporation; and to establish more than one type of Convention Membership for a particular Convention of the Corporation; provided, however, that no such rules or regulations shall be contrary to any provision of these By-Laws; and further provided that if any applicant is excluded from applying for any type of Convention Membership, the grounds for such exclusion shall not be discretionary.

D. Rules and Regulations

The Board of Directors may make, or may delegate to the Secretary the authority to make such rules and regulations as they deem necessary or appropriate for the orderly admission of new members into the corporation.

Section 2. Removal and Suspension of Members

A. Expulsion and Suspension of Voting Members

At such Special Meeting, a Voting Member who is the subject of a motion of expulsion or suspension shall be entitled to hear all charges against him or her; to speak on his or her own behalf; and to invite any other person to so speak. A vote of three quarters (3/4) of the then existing Voting Members in good standing shall be necessary to expel a Voting Member, or to suspend a Voting Member for a period of not more than nine (9) months. Upon such vote, the Secretary shall note on the rolls of the corporation that such Voting Member has been expelled or suspended, as the case may be, and shall inform the person concerned of that fact.
Upon receipt of a petition signed by at least three (3) Voting Members in good standing requesting the expulsion or suspension of a Voting Member, the President shall call a Special Meeting for the purpose of entertaining a motion to suspend or expel such Voting Member. Notice of such Special meeting shall be sent accordance with the provisions of Article IV of these By-Laws.

B. Expulsion and Suspension of Attending Members

An Attending Member shall be expelled or suspended for a period of not more than six (6) months upon receipt by the Secretary of a petition signed by at least twenty-five percent (25%) of the then Voting Members in good standing requesting such expulsion of or suspension. The Secretary, after ascertaining the authenticity of such petition, shall note on the rolls of the corporation that such Associate Member or Attending Member has been expelled or suspended, as the case may be, and shall inform the person concerned of that fact.

C. Expulsion of Convention Memberships and Removal of Convention Members

The Board of Directors may expel, or may authorize any committee, or member(s) of any committee, established by the Board of Directors to expel any Convention Member and to remove such person from the Convention of the Corporation for which such Convention Membership was issued.

D. Refund of Dues

Any member who has been expelled or suspended from the corporation shall be refunded any dues paid by such person during the fiscal year of the corporation in which such person was expelled or suspended, except that in the case of a Convention Member, such person shall be refunded any dues paid by such person for such Convention Membership. Such refund shall be issued by a check of the Corporation. If such check cannot be given to such person directly, the Treasurer shall send it to such person’s last known address.

ARTICLE IV – MEETINGS

Section 1. Annual Meetings

The Annual Meeting of the Membership of the Corporation shall be held on the Saturday closest to October 22 of each and every year, or on such other date as the Board of Directors shall select; provided, however, that the Board of Directors shall only select a date within four (4) weeks of the date specified herein for the Annual Meeting. The Secretary shall notify every Voting Member in good standing at such member’s address as it appears in the membership roll book of this organization a notice telling of the time and place of such Annual Meeting. Such notice shall be mailed at least ten (10) days prior to the date of the Annual Meeting.

A. Calling of Special Meetings

A Special Meeting of the Corporation may be called by the Board of Directors or by the President. The President shall call a Special Meeting of the Corporation within forty-five (45) days upon receipt of a petition signed by at least three (3) Voting Members in good standing requesting such a meeting.

B. Notice

The Secretary shall notify every Voting Member in good standing of the time, place and business of such Special Meeting. Such notice shall be mailed at least ten (10) days prior to the date of the Special Meeting. Unless the business of the Special Meeting includes entertaining a motion to expel or suspend a member, or to remove an officer or director from office, or to amend these By-Laws, notice of such meeting may alternately be made to some or all of the members entitled to notice of the Special Meeting orally or by telephone at least seven (7) days prior to the date of the Special Meeting.

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Section 3. Limitation on Business

No motion to expel or suspend a member, or to remove an officer or director from office shall be entertained at any Annual Meeting or Special Meeting unless such business shall have been mentioned in the notice of such meeting. No motion to amend these By-Laws shall be entertained at any Special Meeting unless such business shall have been mentioned in the notice of such meeting.

Section 4. Action without Meeting

A. General Requirements

The Board of Directors may, on its own initiative, propose a motion to be voted on by the members without calling a meeting. A copy of the exact text of such motion, along with a blank Absentee Ballot (as such term is described in Section 1B of Article V hereinbelow) shall be mailed together on the same day to each member entitled to vote on such motion. Such motion shall be deemed to have failed if either (i) twenty-five percent (25%) of the members entitled to vote on such question indicate that they wish to have such motion raised at a meeting; or (ii) a majority of the members entitled to vote on such motion do not vote for the motion within thirty (30) days of the date the motion was mailed to the members.

B. Restrictions

The following matters shall not be voted in the manner provided by this Section 4:

Elections of officers and directors;
Motions to expel or suspend a Voting Member;
Motions to remove an officer or director; and
Any motion, other than a motion to amend these By-Laws, requiring more than a majority vote to pass.

C. Special Rule for Amending By-Laws

If a motion to amend these By-Laws is made in the manner provided by this Section 4, then, for the purposes of such motion, requirement (ii) in Subsection A hereinabove, requiring a majority vote shall instead be read to require a vote of sixty-seven per cent (67%) of the members entitled to vote on such motion.

Section 5. Location of Meetings

The Board of Directors shall designate the place at which the meetings of the Corporation shall be held.

Section 6. Quorum

The presence of more than fifty per cent (50%) of the then Voting Members in good standing who reside within one hundred kilometers of the center of Boston, Massachusetts shall constitute a quorum and shall be necessary to conduct the business of the Corporation. A lesser number may adjourn the meeting for a period of not more than three (3) weeks from the date of the meeting. The Secretary shall notify every member entitled to notice who was not at the adjourned meeting of the new date of the meeting at least five (5) days prior to the new date of the meeting. A quorum, as set forth above, shall be required at any meeting reconvened after an adjournment. A person represented by a proxy or voting by an Absentee Ballot shall be considered present for the purposes of these By-Laws.

ARTICLE V – VOTING

Section 1. Method of Voting

A. Voting in Person

Except as otherwise provided in paragraphs (2) and (3) of this subsection A. herein below, all votes of the members of the corporation at any meeting shall be viva voce.
The following matters shall be voted by ballot:
(a) Election of officers and directors;
(b) Motions to expel or suspend a Voting Member; and
(c) Motions to remove an officer or director;
If a majority of the members entitled to vote on a particular question so require, any question may be voted by ballot.

B. Voting by Ballot

Prior to any vote by ballot, including any motion or election at which some or all of the votes were cast by Absentee Ballot, the President shall appoint a committee of three (3) persons who shall act as “Inspectors of Election”, one of whom may be the Secretary. After the conclusion of voting, the Inspectors of Election shall count the ballots and certify in writing to the President the results of such balloting. Such certification shall be included in the minutes of the corporation.
No person who is a candidate for office or personally interested in a motion shall serve as Inspector of Elections for the vote on such election or motion.
All ballots, including Absentee Ballots, shall be kept with the records of the corporation for a period of three (3) months from the date on which they were voted, whereupon, they shall be destroyed.

C. Voting by Absentee Ballot or Proxy

Any member entitled to vote on a particular motion or in the election of the officers and directors of the corporation may do so by Absentee Ballot or by proxy.

All Absentee Ballots shall be received prior to the commencement of the meeting at which they are to be voted, or, in the case of an Absentee Ballot voted on a motion proposed in the manner provided in Section 4 of Article IV, shall be received by the time provided in Subsection A of Section 4 of Article IV.
All Absentee Ballots shall be received in a sealed envelope by the Secretary. The member voting by Absentee Ballot shall either sign his or her name across the enclosure of the envelope, or shall include in the envelope a separate signed statement indicating that he or she has voted by Absentee Ballot. Upon receipt of any Absentee Ballot, the Secretary shall separate the envelope and signed statement, if any, from the ballot and shall mark in the records of the corporation the name of the person voting by Absentee Ballot. The ballots and the envelopes and signed statements shall by kept in a secure place by the Secretary until the ballots have been counted and the final results of the vote certified to the President and recorded in the records of the corporation, after which, the envelopes and signed statements shall be destroyed.
All proxy statements shall be received by the Secretary prior to the commencement of the meeting at which they are to be voted. The Secretary shall annex each proxy statement, or, if a proxy statement is extends to more than one meeting, a copy of such proxy statement, to the minutes of the meeting(s) for which such proxy statement applies.
All proxy statements shall (i) state the name of the person nominating the proxy; (ii) state the name of the proxy; and (iii) be signed and dated by the person nominating the proxy.
The Board of Directors may make such rules and regulations as they deem necessary or appropriate for the orderly voting by Absentee Ballot or proxy of the members of the corporation.
Any Absentee Ballot or proxy statement which does not conform to the provisions of this Subsection C shall be void.

Section 2. Nomination and Election of Officers and Directors

Nominations of all officers or directors may be made at any meeting of the corporation at which a quorum is present, or in writing to the Secretary. Nominations shall be entertained for at least thirty (30) days prior to the date of the election. Nominations shall be made by any Voting Member in good standing and seconded by any other such member. All officers and directors shall be elected by Absentee Ballot or by ballot, but such ballot may be voted by proxy.

ARTICLE VI – ORDER OF BUSINESS

Roll Call
Reading of the minutes of the preceding meeting
Reports of committees
Reports of officers
Old and unfinished business
New business
Adjournment

ARTICLE VII – OFFICERS

Section 1. Enumeration

The officers of this organization the corporation shall be as follows:

President;
Vice President;
Secretary; and
Treasurer.

Section 2. President

The President shall preside at all membership meetings; shall, by virtue of the office, be chairperson of the Board of Directors; shall present at each Annual Meeting of the corporation an annual report of the activities of the corporation; shall see that all books, reports and certificates required by law are properly kept or filed; shall be one of the officers who may sign checks or drafts of the corporation; shall have the power to appoint a Temporary Vice President, Temporary Secretary or Temporary Treasurer to serve during the absence or inability of the Vice President, Secretary or Treasurer, as the case may be to exercise the duties of his or her office; and shall have such other powers as may reasonably be construed as belonging to the chief executive of any corporation.

Section 3. Vice President

The Vice President shall, in the event of the absence or inability of the President to exercise the duties of his or her office, serve as Acting President of the corporation with all rights, privileges and powers pertaining to the office of President.

Section 4. Secretary

The Secretary shall keep the minutes and records of the corporation; shall file any certificate required by any applicable law; give and serve all notices to members of the corporation required by these By-Laws; prepare the ballots for all votes requiring a ballot; shall be the official custodian of the records and seal of the corporation; submit to the Board of Directors any communications addressed to the Secretary of the corporation; shall attend to all correspondence of the corporation; and exercise all duties incident to the office of Secretary.

Section 5. Treasurer

The Treasurer shall have care and custody of all monies belonging to the corporation; shall be solely responsible for such monies and be one of the officers who shall sign the checks and drafts of the corporation. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render, at periods stated by the Board of Directors, a written account of the finances of the corporation. Such report shall be filed with the records of the corporation. The Treasurer shall also exercise all duties incident of the office of Treasurer.

Section 6. Membership on Board of Directors

All Officers shall, by virtue of their office, also be members of the Board of Directors.

Section 7. Term of Office

All officers shall serve until their replacements are duly elected and qualified.

ARTICLE VIII – BOARD OF DIRECTORS

Section 1. Organization of Board of Directors

The business of this corporation shall be managed by a Board of Directors consisting of one (1), three (3) or five (5) Director(s) at Large, together with the officers of the corporation. The number of Directors at Large for each year shall be selected at the Annual Meetings and may be changed from year to year.

Section 2. Election and Term of Office of Director at Large

The directors shall be chosen at the Annual Meeting of the corporation in the same manner as the officers and shall serve until their replacements are duly elected and qualified.

Section 3. Duties and Powers

The Board of Directors shall have control of the management of the affairs and business of the corporation.

Section 4. Meetings

A. Calling of Meetings

The Secretary shall notify every member of the Board of Directors of each meeting of the Board of Directors. Such notice may be made orally or in writing at least five (5) days prior to the date of such meeting. Any member of the Board of Directors may waive the notice requirement of this Subsection A in writing at any time, and shall be deemed to have waived such notice by attending such meeting.

B. Quorum

The presence of seventy percent (70%) of the members of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of the Board of Directors of the Corporation.

C. Voting

Each director shall have one (1) vote and such vote may not be delegated to another person.

Any action of the Board of Directors may be taken without a meeting by the unanimous written consent of the Board of Directors.
The Board of Directors may make such rules and regulations with respect to its own meetings, including authorizing voting in a manner similar to that provided in Subsection C of Article V, concerning Absentee Ballots, as it may, in its discretion deem necessary or appropriate.

D. Chairperson and Secretary

The President of the corporation shall, by virtue of his or her office, be the chairperson of the Board of Directors. The Board of Directors shall select a Secretary from one of their number.

Section 5. Removal of Directors

A director may be removed from office by action of the membership at an Annual Meeting or Special Meeting. Any director so removed from office shall, if also serving as an officer, be concurrently removed from such office.

The Secretary of the corporation shall notify every Voting Member in good standing in writing of the time, place and business of any meeting at which the removal of a director will be voted on. Such notice shall be mailed at least ten (10) days prior to the date of such meeting.
At such meeting, a director who is the subject of a motion of removal shall be entitled to hear all charges against him or her; to speak on his or her own behalf; and to invite any other person to so speak. A majority vote shall be necessary to remove a director. No director shall vote on his or her own removal. Upon such vote, the Secretary of the Board of Directors shall inform the person concerned of their removal.

Section 6. Vacancies in the Board of Directors

Vacancies in the Board of Directors shall be filled by vote of the Board of Directors.

Section 7. Compensation of Directors and Officers

No officer of director shall, by reason of holding such office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the corporation for performing duties other than as a director or officer.

ARTICLE IX – SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they, in their discretion, determine to be necessary or appropriate in the conduct of the business of the organization corporation.

ARTICLE X – COMMITTEES

The Board of Directors shall appoint all committees of the corporation and specify the membership and duration of such committees. The Board of Directors may delegate to the Voting Members in good standing the power to appoint the members of any committee established by the Board of Directors.

ARTICLE XI – DUES

Section 1. Setting of Dues

The Voting Members in good standing shall determine the amount of any dues and fees and the terms of payment of such dues and fees at each Annual Meeting. If the Voting Members fail to determine the dues and fees, or their terms of payment, or if a change in the circumstances of the corporation requires a change in the dues or fees, the Board of Directors may determine the amount of any dues and fees and the terms of payment of such dues and fees.

Section 2. Failure to Pay Dues on Timely Basis

Any member whose dues are more than three (3) months in arrears shall not be a “member in good standing” until such member pays the dues in arrears.

Section 3. Waiver of Dues by Board of Directors

Upon a showing of financial hardship, the Board of Directors may, at its discretion, allow a member to pay his or her dues in quarterly installments, and/or waive such dues in whole or in part. Such person shall not be considered in arrears for the purposes of Section 2 hereinabove.

ARTICLE XII – AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than sixty-seven percent (67%) of the Voting Members in good standing.