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American Academy of Micropigmentation

Rules & Regulations American Academy of Micropigmentation

Rules & Regulations Bi-laws

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the Academy shall be located at 2000 Academy Drive, Suite 400 - Mt. Laurel, New Jersey 08054.

Section 2. Registered Office. The registered office of the Academy required by law to be maintained in the State of New Jersey, may be, but need not be identical with the principal office.

ARTICLE II

MEETINGS OF MEMBERS

Section 1. Classes of Members. There shall be three classes of members:

Active Members. Active Members shall be those members who have been certified as specialists by the Academy and have paid their annual dues. Active Members shall be entitled to all privileges of membership, and shall have voting rights. Active Members may be removed from their status by the Executive Director or the Chairman of the Board of Directors.

Associate Members. Associate Members are those members who have paid their dues but are not certified by the Academy. These members shall be entitled to all privileges of membership, but will have no voting rights.

Honorary Members. Honorary Members are those persons who have been recognized by the Academy for their contributions to the field of micropigmentation. Honorary Members shall have no voting rights, nor shall they be required to pay annual dues.

Section 2. Place of Meetings. All meetings of members shall be held at such places within the United States as shall be designated in the notice of the meeting, as established by the Chairman of the Board of Directors.

Section 3. Annual Meetings. The annual meeting of members shall be held on a date selected by the Chairman of the Board of Directors.

Section 4. Special Meetings. Special meetings of the members may be called at any time by (i) the Chairman of the Board of Directors, (ii) The Executive Director, or (ii) 75% of the Board of Directors.

Section 5. Notice of Meetings. Written notice stating the date, time, and place of the meeting shall be given not less than ten nor more than sixty days before the date of any meeting, either by personal delivery, facsimile transmission, mail, or private carrier to all Members.

Section 6. Votes. Each Active Member shall be entitled to one vote on all matters to be voted upon by the membership. No other members shall be entitled to vote. Each Active Member must be in actual attendance to vote at a meeting, and no voting may be handled by proxy.

Section 7. Quorum. At any membership meeting, one percent of the Active Members shall constitute a quorum.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Academy shall be managed by the Board of Directors.

Section 2. Number, Term, and Qualifications. The number of directors of the Academy shall be no less than five (5) nor more than ten (10). Each director shall hold office until the director's death, resignation, retirement, removal, or disqualification. Directors need not be residents of the State of New Jersey. All directors must be Active Members.

Section 3. Election of Directors. For vacancies, directors shall be elected at any annual or special meeting of the members. Those persons who receive the highest number of votes at a meeting at which a quorum exists shall be deemed to be elected. Each Active Member who attends a meeting shall be entitled to one vote. No voting is allowed by proxy.

Section 4. Vacancies. A vacancy occurring in the Board of Directors may be filled by election at an annual or special meeting of the Members called for that purpose.

Section 5. Compensation. Directors shall not be compensated for their services, but may be paid or reimbursed for any out-of-pocket expenses incurred in their official capacities. This does not prohibit payment for lecture fees, speaker fees, or instructional fees.

ARTICLE IV

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members. In addition, the Chairman of the Board of Directors may direct the time and place for the holding of additional regular meetings.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors. Such meetings may be held either within or without the State of New Jersey.

Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The Chairman of the Board of Directors, when calling for a special meeting shall, at least five days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Attendance by a director at a meeting shall constitute a waiver of notice of such 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.

Section 4. Quorum. 25% of the directors then serving, plus the Chairman of the Board of Directors, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The vote of 80% of the directors then holding office shall be required to adopt, amend, or repeal a bylaw, unless with the consent of the Chairman of the Board of Directors, in which event 50% of the Directors attending an annual or special meeting is sufficient.

Section 6. Action Without Meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each Director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the Academy shall consist of a President, a Secretary, an Executive Director, a Treasurer, an Historian, Chairman of Membership, Chairman of Examinations, Chairman of the AAM Convention, Director of Education, Chairman of the Board of Directors, and such other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where the action of two or more officers is required.

Section 2. Appointment and Term. The officers of the Academy shall be appointed by the Chairman of the Board of Directors or his designee. Each officer shall hold office until the officer's death, resignation, retirement, removal, disqualification, or until a successor shall have been appointed. The Chairman of the Board of Directors may only be removed by unanimous consent of the Board of Directors, excluding the vote of the Chairman himself.

Section 3. Compensation. The compensation of all officers of the Academy shall be fixed by or under the authority of the Board of Directors, and no officer shall serve the Academy in any other capacity and receive compensation therefor unless such additional compensation shall be duly authorized. The appointment of an officer does not itself create contract rights.

Section 4. Removal. Any officer may be removed by the Chairman of the Board of Directors at any time with or without cause.

Section 5. Resignation. An officer may resign at any time by communicating his resignation to the Academy, orally or in writing. A resignation is effective when communicated unless it specifies in writing a later effective date.

Section 6. President. The President shall, when present, preside at all meetings of members. The President shall sign, together with either the Executive Director, the Secretary or the Chairman of the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Academy. In general, the President shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. Vice-President. There shall be such Vice-Presidents as the Board of Directors may establish. The Board of Directors shall establish one Vice-President to exercise the duties and powers of the office of the President, in the absence, death, or disability of the President.

Section 8. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. The Secretary shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the Academy books and records and of the corporate seal, and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall sign such instruments as may require such signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.

Section 9. Assistant Secretaries. The Assistant Secretaries shall perform such duties as shall be assigned to them by the Secretary, the President or the Chairman of the Board of Directors. In the absence or disability of the Secretary, the Assistant Secretaries, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary. When so acting, the Assistant Secretary shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Treasurer. The Treasurer shall keep full and accurate accounts of the finances of the Academy in books especially provided for that purpose, and shall cause a true statement of its assets and liabilities as of the close of each fiscal year and the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office of the Academy within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any shareholder for a period of ten years; and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon written request therefor.

Section 11. Assistant Treasurers. The Assistant Treasurers shall perform such duties as shall be assigned to them by the Treasurer, the President or the Board of Directors.

Section 12. Executive Director. The Executive Director shall be in charge of all day-to-day operational activities of the Academy, subject to the review and direction of the Chairman of the Board of Directors. The Executive Director, or his designee, shall serve as chairman of any meeting in absence of the President.

Section 13. Bonds. The Board of Directors may by resolution require any or all officers, agents, and employees of the Academy to give bond to the Academy, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VI

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts. Any two of the following: President, Chairman of the Board of Directors, and the Executive Director, may enter into any contract or execute and deliver any instrument on behalf of the Academy, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Academy and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the Academy, shall be signed by such officer or officers, agent or agents of the Academy, and in such manner as shall from time to time be determined by the Board of Directors.

Section 4. Deposits. All funds of the Academy not otherwise employed shall be deposited from time to time to the credit of the Academy in such depositories as the Board of Directors shall select.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Seal. The corporate seal of the Academy shall consist of two concentric circles between which is the name of the Academy and in the center of which is inscribed SEAL. Such seal, as impressed or affixed on the margin hereof, is hereby adopted as the corporate seal of the Academy.

Section 2. Amendments. These bylaws may be amended, modified or repealed and new bylaws may be adopted at any regular or special meeting of the Board of Directors. Any amendments, modifications, or repeals must be by either (i) by the affirmative vote of 80% of the directors then holding office, or (ii) 50% of the directors then attending a regular or special meeting plus the consent of the Chairman of the Board of Directors and the Executive Director.