BYLAWS

OF

PRESCOTT GEM AND MINERAL CLUB, INC.

ARTICLE I - ORGANIZATION

Section 1.

a) The name of this organization shall be known as "Prescott Gem and Mineral Club, Inc."

Section 2.

The purpose of the Club is:

a) To increase knowledge and understanding of the sciences pertaining to minerals, gems, rocks and similar objects.

b) To increase the practical knowledge and art of cutting, grinding and polishing those materials and their use in the design and creation of jewelry and other useful objects.

c) To disseminate to the members and the public knowledge of lapidary work, mineralogy, collection and classification of minerals and rock, geology, paleontology and other related earth sciences.

d) To organize field trips for the legitimate collection of rocks and fossils.

ARTICLE II - MEMBERSHIP

Section 1.

a) Membership shall be open to anyone interested in the objectives of this organization upon completion of an application for membership and upon payment of dues as may be required. There shall be three classes of membership: Regular, Life and Junior.

Section 2.

a) A Regular member shall be defined as any person 18 years or older. Regular members shall enjoy all privileges and voting rights of the Club.

Section 3.

a) Life members shall be defined as Regular members who have made extraordinary contributions to the Club. They shall enjoy all the voting rights and privileges but shall be exempt from payment of dues.

b) A person may be nominated for Life membership by the Executive Board or by any member presenting a petition signed by ten (10) members to the Executive Board who shall study the petition and make recommendations to the membership. The members shall vote on the petition and a two-thirds majority of ballots cast is required to pass.

Section 4.

a) Junior members shall be defined as any person of age seventeen (17) years and younger, and who is a member of a family belonging to the Club or sponsored by any adult member in good standing. The application of any minor shall include a waiver and hold harmless agreement signed by the parent or legal guardian of the said minor.

ARTICLE III - DUES

Section 1.

a) Annual dues shall be established by the Executive Board and approved by a majority vote of the membership at the January meeting.

Section 2.

a) Life members shall pay no dues.

ARTICLE IV - OFFICERS

Section 1.

a) The elected officers shall be President, First Vice President, Second Vice President, Secretary, Treasurer, and Independent Director. The offices of President, First Vice President, and Second Vice President shall also hold the title of Director. The immediate Past President shall also hold the title of Director. They shall exercise the duties assigned to them and all must be members in good standing.

b) The position of Show Chairman is an appointed position and has no defined length of term.

Section 2.

A) Elective officers, except the Secretary, Treasurer, and Club Liaison, may serve no more than two (2) consecutive years. They may be re-elected after a one (1) year absence from office. The Secretary and Treasurer may serve up to five (5) years and may be re-elected after a one (1) year absence from office. The Club Liaison shall be elected for a two - year (2) term and may be re- elected.

Section 3.

A) The Executive Board shall be comprised of the President, First Vice President, Second Vice President, Secretary, Treasurer, Immediate Past President, Independent Director, Show Chairman and Club Liaison.

Section 4.

a) Vacancies occurring among the elected officers and independent chairman shall be filled by election of the Executive Board to serve until the next annual election.

ARTICLE V - MEETINGS

Section 1.

a) All meetings of the club shall be conducted according to Roberts Rules of Order, Revised.

b) Five of the nine Board Members shall constitute a quorum for the transaction of club business.

c) Regular membership meetings shall normally be held monthly. A quorum shall consist of twenty (20) percent of the voting membership. Approval shall be by majority vote.

Section 2.

a) Election of new Officers shall take place at the November Membership meeting. In addition to the nominations made by the Committee, the President shall call for any additional nominations from the floor.

b) Elected officers shall be installed at the December meeting and shall be seated immediately following installation.

Section 3.

a) The President may call for a Special meeting at any time for a specific agenda. Agenda items only shall be acted upon.

ARTICLE VI - COMMITTEES

Section 1.

a) The President shall appoint a Nominating Committee in September. This Committee shall present a nomination list for Officers for the New Year at the October Membership meeting. No candidate shall be nominated without the consent of the nominee.

Section 2.

a) An Auditing committee shall be appointed by the Executive Board at the September meeting to examine the financial records of the Club before turning them over to the incoming Treasurer.

Section 3.

a) The President, with consent of the Board, may appoint special committees, naming the Chairman, and members thereof, and may dissolve any committees as deemed appropriate. All Committee chairmanships shall automatically be terminated in December at the installation for the ensuing year.

ARTICLE VII - AUTHORIZATION FOR EXPENDITURES

Section 1.

a) The President may approve expenditures up to two hundred dollars ($200). Expenditures over two hundred dollars ($200) and up to five hundred dollars ($500) must be approved by the Executive Board. All expenditures in excess of five hundred dollars ($500) must be approved by the general membership.

Section 2.

a) The club will accept no donation or contributions which contain a designator condition.

ARTICLE VIII - AMENDMENTS

Section 1.

a) Amendments to these By-laws may be presented at any general meeting of the club by a motion from the floor. The Secretary shall record such motion being seconded and passed. It shall be printed in the club bulletin prior to the next Membership meeting and notice given that it will be voted upon at the next meeting. A two-thirds majority of members in attendance shall be required for passage.

ARTICLE IX - DISSOLUTION

Section 1.

a) In the event of dissolution of this Club, all properties, possessions, and monies controlled by the same shall be irrevocable dedicated to any 501(c)(3) organization recommended by the Board and approved by the membership.

Adopted June 19, 2004 (Rev. 11-20-04)

(Rev. 01-20-07)