ARTICLE 1

          Section 1.  The name of this non-profit corporation shall be Pantego Academy Historical Museum Association, Inc.

          Section 2.  The principal office shall be in the Academy Building at 46 Academy Street, Pantego, North Carolina but the corporation may have other offices in such places as the Board of Directors may hereinafter designate.

PURPOSE AND DURATION

          Section 1.  This is a non-profit Corporation whose purpose is the promotion of the Following:

Preservation of the original Pantego Academy building.

Collecting and preserving Pantego High School memorabilia.

Establishing a Pantego area historical museum.

Assisting in local preservation.

          Section 2.  This Corporation is designed to be permanent and its duration unlimited; however, should the Corporation be dissolved, the assets thereof shall, after all of its liabilities and obligations have been discharged or adequate provision made therefore, be donated to the Beaufort County Board of Education for use in the support of education in Beaufort County or transferred to some other corporation organized for similar purposes.  No part of the net earnings of this Corporation shall ever inure for the benefit of any officer, Director, or member of the Corporation.

ARTICLE III

MEMBERSHIP

          Section 1.  Membership shall be open to all individuals interested in assisting in the achievement of the purposes outlined herein.  Application for membership shall be made to the membership chairperson.

          Section 2.  Any membership may be terminated by a majority vote of the Board of Directors.  Reinstatement of a terminated member will be by Board of Directors action.

          Section 3.  Each member shall pay annual dues which shall be payable on or before the 31st day of January for the calendar year.  Membership dues are considered delinquent after March 31st.  Dues must not be delinquent in order to vote at meetings.  One reminder will be sent after March 31st before removing member from mailing list.  Each new member shall pay the annual dues which shall be counted as dues for the remainder of the calendar year in which they are accepted for membership.  The Board of Directors shall set the dues for each year, if no action is taken prior to January 1, the dues will remain the same for the following year.

          Section 4.  A person may be made an honorary member without dues by majority vote at a duly noticed meeting.

ARTICLE IV

MEETINGS AND NOTICES

          Section 1.  Annual Meeting of the membership will be in July on the 3rd Monday of the month for the purpose of electing new directors to fill the expired terms.  Notice of the annual meeting shall be given one week in advance with time and place of meeting.  Notice of meeting shall be advertised by posting at the Academy and with local cable services.  Immediately after the meeting of such membership, the Board of Directors shall meeting for the purpose of electing officers.

          Section 2.  The Board of Directors shall meeting at least once each quarter and in addition when requested by the President in order to carry on the regular business of the Corporation.

          Section 3.  The membership will meet monthly on the 3rd Monday of each month.  Special meetings may be requested at anytime by the membership and it will be at the discretion of the Board of Directors to call a meeting.

ARTICLE V

DIRECTORS

          Section 1.  The government of the Corporation shall be in the hands of a Board of Directors, who shall have the authority to manage its business and affairs.

          Section 2.  The Directors, currently elected, shall serve until their successors are regularly elected.

          Section 3.  The Directors shall hereinafter be elected for the following terms:  Two directors shall hereinafter be elected for the following terms:  Two Directors shall be elected for a term of one year.  Two Directors shall be elected for a term of two years.  Three Directors shall be elected for a term of three years.  Upon the expiration of the term of the Director so elected, they or their successors shall be elected for a three year term.  Each Director shall be eligible for reelection.  The Directors shall always come from the membership of the Corporation.

          Section 4.  In case of death, disability, or resignation of a Director, their successor shall be elected as soon as feasible by the remaining members of the Board to fill out the unexpired term of the Director replaced.  The Director elected to fill the unexpired term must also come from the membership of the Corporation.

          Section 5.  All officers of the Corporation shall be elected by the Directors as hereinafter provided in Article VI, Section 1.

ARTICLE VI.

OFFICERS

          Section 1.  The officers of the Corporation shall be a President, Vice President, a Secretary and a Treasurer, who shall be elected for one year and shall hold office until their successors are elected.  The positions of Secretary and Treasurer may be united in one person should the Directors so choose; but if united, they may again be filled by two persons should the Directors choose.

          Section 2.  The President shall preside at all Board and membership meetings, shall have general supervision of the affairs of the Corporation, and shall perform all such other duties as are incident to their office or are properly required of them by the Board of Directors.  In the absence or disability of the President, the Vice President shall exercise all these functions.

          Section 3.  The Secretary shall issue notice for all meetings and shall keep the minutes of such meetings.  They shall have charge of the corporate books.  They shall perform such other duties as are incident to the office, or are properly required of them by the Board of Directors.

          Section 4.  The Treasurer shall have custody of all the funds and securities of the Corporation.  They shall further keep the records of the collection of dues and shall be responsible for furnishing the Secretary or other officers with financial information as requested.  They shall keep an understandable set of books and records showing the financial transactions and condition of the Corporation.  They shall perform such other duties as are incident to the office, or are properly required of them by the Board of Directors.

ARTICLE VII

FISCAL YEAR

          The fiscal year for the Corporation will be from January 1 through December 31.

ARTICLE VIII

CORPORATE FUNDS

          Section 1.  In addition to revenue from annual dues, the Corporation shall have the authority to raise funds by solicitation or in any other legal manner which the Directors may authorize.

          Section 2.  The Corporation may expend its funds in any proper, legal and lawful manner duly authorized and ordered by the Board of Directors, provide such expenditure is reasonable consistent with the stated purposes.  Such corporate purposes includes the maintenance and proper utilization of the Pantego Academy Building.

          Section 3.  The Corporation shall have the authority to maintain an account at one or more recognized banking institutions and to borrow money upon due authority from its Board of Directors and its officers and do such other things as may be necessary for its corporate welfare.

          Section 4.  All officers, directors and members may be compensated for prepared expenses by them incurred when about the business of the Corporation upon the action of the Board of Directors duly and properly taken.

ARTICLE IX.

AMENDMENTS

          These By-Laws may be amended, repealed, or altered in whole or in part by a majority vote of the membership present and voting at any regular or duly called special meeting of the said membership.

ARTICLE X

QUORAMS

          A quorum for a proper meeting of the Board of Directors shall be a majority of Board members.  A quorum of the membership shall be the members present at a duly noticed meeting.

ARTICLE XI

PERIOD OF BEGINNING

          These By-Laws shall be in force from the time of their adoption by the membership at a regularly noticed meeting.

          These By-Laws supersedes those formally adopted at a meeting of the Board of Directors held on April 5, 1964 in the Town of Pantego, North Carolina at 8:00 pm and Amended at a scheduled and noticed meeting of the membership held at the Academy Building on February 21, 2006 at 3:00 pm.

          These By-Laws formally adopted by membership on September 19, 2006 at 8:45 pm.

Betty C. Lee

Secretary, Pantego Academy Historical Museum Association, Inc.