BY-LAWS OF THE SOCIETY FOR CREATIVE ANACHRONISM, INC.

The name of this corporation shall be the Society for Creative Anachronism, Inc., herein referred to as the "Society".

The principal office of the Society shall be located in the State of California. The Society may have other offices as the Board of Directors may determine or as the affairs of the Society may require from time to time.

The Society shall be dedicated primarily to the promotion of research and re-creation in the field of pre-17th-century Western culture, as stated in greater detail in Article II of the Society's Articles of Incorporation.

The properties and assets of the Society are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, Director or officer of the Society. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes which has established its tax-exempt status under Internal Revenue Service Code Section 501(c)(3).

A. STATUTORY MEMBERS. The Society is a public benefit corporation and shall not have any members within the meaning of Section 5056 of the California Corporations Code. It is not a mutual benefit nonprofit corporation permitting distributions to members.

B. NONSTATUTORY MEMBERS. The Board of Directors has designated the following categories of advisory membership. Such advisory members are not members within the meaning of Section 5056 of the California Corporations Code.

1. Sustaining Membership conveys eligibility to hold office in the Society, as well as subscriptions to Tournaments Illuminated and the appropriate regional newsletter, and any other privileges designated by the Society or its subdivisions as accruing to members of the Society.

2. Contributing Membership conveys the privileges of Article V.B.1, together with the thanks of the Society.

3. International Membership conveys the privileges of Article V.B.1, except for subscription to the regional newsletter. International Members receive Tournaments Illuminated by air mail or equivalent delivery service. This membership type is available only to mailing addresses outside the United States or Australia.

4. Associate Membership conveys eligibility to hold office in the Society, except where other membership categories are required by Corpora or the By-Laws. Associate membership also entitles the holder to any privileges designated by the Society or its subdivisions as accruing to members of the Society, except where another membership type is specifically required by the organization defining the privilege. (For definition of Corpora, See By-Laws Article XIII.)

5. Family Membership extends the privileges of Article V.B.4 to the immediate family of a member defined in paragraphs B.1 through B.3 of this Article, who live at the same physical address as the member.

6. Organizational Membership allows a library or school to subscribe to Tournaments Illuminated and Compleat Anachronist without acquiring the regional newsletter, and without any of the other privileges of membership. The Board reserves the right to determine whether or not a given organization qualifies for this membership type.

C. GENERAL CONDITIONS AND PRIVILEGES OF MEMBERSHIP

1. Access to Membership. Membership in the Society is open to any interested individual, without restriction of age or citizenship. Membership can be terminated only by: (1) lapse following nonpayment of dues, or (2) action of the Board of Directors. Memberships are not transferable or assignable.

2. Privileges of Members.

a. General. Every member of the Society is eligible for office and advancement within the Society, subject to the requirements for such office or such advancement, and to the provisions established above. However, while a group or institution may obtain a membership of the types listed in V.B.1-3 in order to obtain the newsletters and/or increase its support of the Society, such membership does not convey the privileges of membership to persons associated with that group or institution. (See also Governing and Policy Decision #8.) Employment in the Society Central Office, as Executive Director, as staff, as a contractual agent of the Society, or as a paid consultant to the Society, does not require membership in the Society.

b. Eligibility for Office. Officers at all levels of the Society must be members as defined in By-Laws V.B.1-5, and must have immediate access to the corporate newsletter for their area provided by a subscribing membership at their residence. (Alternate access arrangements may be made on a case-by-case basis for people with post office boxes and for International Members.) This standard also applies to deputies designated as successors to officers subject to this provision, or assigned independent administrative duties. Deputies who only assist with specific tasks are exempt from the newsletter access requirement.

3. Revocation/Denial of Membership. Membership in the Society may be revoked as provided in Paragraph C.1 of this Article for the following reasons: (1) conviction of violation of civil or criminal law (2) actions that endanger the Society; (3) violation of the By-Laws or Corpora of the Society; (4) formal recommendation arising out of procedures for the purpose defined in Corpora for the medieval structure of the Society. (See also Governing and Policy Decisions #3 and #10.) Membership in the Society may be denied for the same reasons as revocation. Membership may also be denied if the reasons for a previous revocation of membership are still considered by the Board to be valid.

4. Reservation by the Board. The Board shall have the sole authority to define the classes of membership and establish and revise a schedule of dues. No dues may be set by any branch of the Society. However, fees for admission to events other than regular business meetings of branches of the Society shall not be considered dues.

A. POWERS: Subject to the provisions of the California Nonprofit Corporation Law, the activities and affairs of the Society shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors, herein referred to as the Board. The Board may delegate management of the day-to-day operation of the business of the Society provided that the activities and affairs of the Society shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board subject to the limitations in the Articles of Incorporation.

B. NUMBER OF DIRECTORS: The authorized number of Directors of the Society shall not be less than five (5) nor more than seven (7) until changed by amendment of this Article of the By-Laws. The Executive Director described in Article VII.A.2 of these By-Laws shall participate as a non-voting member of the Board, but shall not be considered a "Director" for the purposes of Article VI.

C. QUALIFICATIONS OF DIRECTORS: Each Director shall be a natural person at least 21 years of age, and shall be qualified for independent office under V.C.2.b. of these By-Laws.

It is the intent of the Society that the composition of the Board shall represent a diversity of skills and experience, to enable the Board to make informed, well-balanced decisions on the Society's activities.

D. RESTRICTION ON INTERESTED DIRECTORS: No Director may hold any office defined by the Corpora to be incompatible with active service on the Board. A Director may take a leave of absence of not more than one year to serve in such an office, but such leave of absence shall not extend the Director's remaining term of service upon the Board.

In addition, not more than forty-nine percent (49%) of the Directors may be "interested persons," defined as 1) any person compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as a Director; and 2) any relative by blood or marriage of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the corporation.

E. ELECTION AND TERM: Directors are elected by the unanimous vote of the Board.

1. Probationary Period. All Directors shall be appointed for an initial trial period of six (6) months, commencing at the conclusion of the first meeting attended. At the end of the probationary period, the Board shall either confirm the remainder of the term, or appoint someone else to the Board for the probationary period.

2. Term of Service. Directors' terms shall be staggered so that one term ends each six months. Under ordinary circumstances, Directors shall serve fourteen quarters, dating from the meetings at which they are elected. A Director's term begins immediately upon election and acceptance. A Director whose term is expiring may, under extraordinary circumstances, be retained for up to two additional quarters. Such extensions may only be made by unanimous vote of the other Directors. The Director affected must abstain from voting, but may decline to serve. The Board Minutes must describe the circumstances requiring the extension. The extension shall be considered part of the next full term, and a new Director shall be chosen fill the remainder of that term. During the period between acceptance and his or her first meeting, a Director shall receive information routinely distributed to the Board, and shall be bound by its policies regarding the behavior of Directors. Former Directors of the Society may not be reelected to the Board until a period of at least one (1) year has elapsed after their departure from the Board.

3. Resignation. Should a Director be unable to serve his or her full term, the remaining Directors shall either leave the position vacant until the end of the term, or elect someone to fill the remainder of the term. Failure to attend the last meeting of a term or extension for any reason shall be considered equivalent to resignation at the beginning of that meeting, unless (in the case of a normal term) prior arrangements for an extension were made by the Board and voted in at the current meeting. As specified in VI.B., the number of active Directors may not be allowed to go below 5, except during a meeting affected by an automatic resignation resulting from this paragraph.

F. VACANCIES AND REMOVAL: Directors remain on the Board until expiration of their term of service, resignation, or removal. By a majority vote, the Board may remove any Director without cause at any regular or special meeting, provided that the Director to be removed has been notified in writing that such action would be considered at that meeting.

1. Dismissal of a Director

a. Impeachment. A Director can be impeached by a letter signed by three (3) Directors, or by a petition signed by a majority of the Corporate Officers or 10% of the current advisory membership. Additional procedures for petitions of impeachment arising out of the medieval structure of the Society are defined in Corpora.

b. Removal. The removal of a Director shall be considered by the Board at its next regular meeting after an impeachment is filed, or at a special election meeting called as provided in VI.I, except that there must be at least ten (10) days notice in writing to all Directors. If the next regular meeting is more than forty-five (45) days from the time of receipt of a petition of impeachment, a special election meeting shall be called.

2. Filling Vacancies. All vacancies may be filled by unanimous vote of the Directors then in office, whether or not their numbers constitute a quorum.

3. Leave of Absence. A Director may take leave of absence from the Board with the concurrence of the remaining Directors. Such leave of absence shall not extend the absentee's term of service on the Board. An interim replacement may be appointed by the Board with the concurrence of the Director taking the leave for the duration of a leave of absence. An interim Director must meet the requirements for a regular term on the Board, and shall have the same voting rights as a regular Director.

G. PLACE OF MEETINGS; MEETINGS BY TELEPHONE: Regular or special meetings of the Board may be held at any place within or outside the State of California that has been designated from time to time by the Board. In the absence of such designation, meetings shall be held at the principal executive office of the Society.

Notwithstanding the above provisions of this Section, a regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the Minutes of the meeting. Any meeting may be held by conference telephone or similar communications equipment, as long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

H. REGULAR QUARTERLY MEETINGS: The Board shall hold a regular meeting in each calendar quarter, for the purpose of appointing Directors and officers of the Society, and for the transaction of other business. These meetings are open to any advisory member of the Society. Notice of these quarterly meetings shall be given via publication in the Minutes of the previous meeting.

I. SPECIAL MEETINGS: Special meetings of the Board may be called for any purpose at any time by the Chairman of the Board, or by any two other Directors.

Written notice of the time and place of special meetings shall be delivered personally to each Director or communicated to each Director by telephone, telegraph or first-class mail, addressed to the Director at the Director's address as it is shown upon the records of the Society. In case such notice is mailed, it shall be deposited in the United States mail at least ten (10) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone or telegraph, it shall be so delivered at least seventy-two (72) hours prior to the time of the holding of the meeting. Such mailing or delivery shall be due, legal and personal notice to each Director. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the Minutes of the meeting.

J. ACTION AT A MEETING; QUORUM AND REQUIRED VOTE: An act of the Board consists of an affirmative decision by a majority of the maximum authorized number of Directors, except as otherwise provided for in the By-Laws. A quorum shall be a majority of the maximum authorized number of Directors.

K. CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD: The post of Chairman shall be held for such period as the Board shall from time to time determine. No member shall be required to serve as Chairman. If the Chairman is not present or may not serve as Chairman for any reason, the Vice-Chairman shall act as Chairman. Both the Chairman and the Vice-Chairman shall be selected by unanimous consent of the Board.

L. COMMITTEES: The Board may designate one or more committees to serve at the pleasure of the Board. These committees shall serve as advisory bodies, and shall not exercise the authority or power of the Board.

M. REIMBURSEMENT OF EXPENSES: Directors and members of committees may receive such reasonable reimbursement for expenses as may be determined by the Board.

A. OFFICERS: The officers of the corporation shall consist of an Executive Director, a President, a Vice President, a Treasurer, a Secretary, a Registrar, and such others as the Board may from time to time designate. The office of President shall be held by the Chairman of the Board of Directors.

Officers of the corporation are elected by a unanimous vote of the Board, and shall hold office until their term of service is over, they resign, or they are removed by a two-thirds vote of the Board. The normal term of service shall be three (3) years, with two (2) year renewals available by mutual consent between the officer and the Board. The term of service for an Officer who is also a Director shall be at the pleasure of the Board but cannot exceed the Director's normal term on the Board.

1. President: The President (Chairman of the Board) is the principal spokesperson for the Society. The President may sign and authorize such instruments as he or she deems appropriate to the conduct of the Society's proper business, and may delegate similar responsibilities. In the event of absence or incapacity of the President the duties shall be apportioned at the discretion of the Board.

2. Executive Director: The Executive Director is the principal executive officer of the Society and shall supervise and control all of the business and administrative affairs of the corporation and oversee its internal and external public relations. The Executive Director shall be responsible to and governed by the Board, shall report to and advise the Board on all significant matters of the Society's business, and shall see that all orders and resolutions of the Board are carried into effect. The Executive Director may sign and authorize such instruments as he or she deems appropriate to the conduct of the Society's proper business, and may delegate similar responsibilities. (See also Governing & Policy Decision 7.)

In the event of absence or incapacity of the Executive Director, the duties shall be apportioned at the discretion of the Board. Such "inability to act" shall be determined at a regular meeting of the Board, or at a special meeting called as provided by Section VI.I.

3. Vice President: The Vice President shall manage the administration of the Society's historical re-creations under the overall supervision of the Executive Director, through a network of Regional Vice Presidents. With the consent of the President and Executive Director, the Vice President may sign and authorize instruments required for the conduct of the Society's historical re-creations, and may delegate similar responsibilities. The duties of this position are further defined in the Corpora, as provided by Article XIII of these By-Laws.

4. Secretary: The Secretary shall be responsible for the regular administrative duties of the Board and the corporation, including correspondence, Minutes of all meetings of the Board and of Officers of the Society, and such other administrative duties as shall be assigned by the Board or the President. The Secretary shall maintain all necessary records of the corporation not maintained by other officers or offices. The Secretary shall be responsible to the President and the Board for the regular performance of the administrative duties of the corporation.

5. Treasurer: The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Society, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

The Treasurer shall deposit (or cause to be deposited) all moneys and other valuables in the name of and to the credit of the Society will all such depositories as may be designated by the Board. The Treasurer shall disburse (or cause to be disbursed) the funds of the Society as may be ordered by the Board, shall render to the Executive Director and the Board, whenever they request it, an account of all the Treasurer's transactions as Treasurer and of the financial condition of the Society, and shall have such other powers and perform such other duties as may be prescribed by the Board or these By-Laws.

The Treasurer shall either hold a separate position within the structure of the Society's historical re-creations, or supervise a person holding such a position. The title and duties of this position are defined in the Corpora, as provided by Article XIII of these By-Laws.

6. Registrar: The Registrar shall be responsible for maintaining the membership files of the Society; for processing membership applications and delivering membership monies to the Treasurer; and for preparing mailing lists for publications of the corporation. The Registrar shall be financially responsible for all membership monies to the Treasurer. The Registrar is otherwise responsible to the Secretary, and at the Board's discretion the office may be held by the Secretary.

7. Other Offices: The Corpora, as provided by Article XIII of these By-Laws, defines other offices functioning within and in support of the Society's historical re-creations.

B. CENTRAL OFFICE. The Society shall maintain a business office to carry out regular administrative work of the Society. Where overall benefit to the Society will result, portions of the duties assigned to any officer described or referenced in Paragraphs VII.A.2-7 may be transferred to this central office, and such duties as are not explicitly assigned to other officers may be assigned to and performed by this office.

C. COMPENSATION: The salary and other compensation of the officers shall be fixed from time to time by resolution of or in the manner determined by the Board.

A. EXECUTION OF CORPORATE INSTRUMENTS: The Board may, at its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Society.

Unless otherwise specifically determined by the Board or otherwise required by law, formal contracts and other corporate instruments and documents shall be executed, signed or endorsed by the Chairman of the Board, Vice-Chairman of the Board or the President and by the Secretary or Treasurer.

B. CHECKS, DRAFTS, ETC.: All checks and drafts drawn on banks or other depositories of funds to the credit of the corporation, or on special accounts of the Society, shall be signed by such person or persons as the Board shall authorize to do so.

C. GIFTS: The Board may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes of or for any special purpose of the Society not inconsistent with the charitable limitations in the Articles of Incorporation.

To the fullest extent permitted by law, the Society may indemnify its Directors, officers, employees, and other persons described in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in said section 5238(a), and including an action by or in the right of the Society, by reason of the fact that the person is or was a person described in that Section. "Expenses" shall have the same meaning as in said Section.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any "proceeding" may be advanced by the Society before final disposition of the proceeding upon receipt by the Society of a contract from that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Society for those expenses.

The Society shall have power to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by such persons in such capacity or arising out of the person's status as such.

The Society shall keep correct and complete books of account and records and shall also keep Minutes of the proceedings of the meetings of its Board, and shall keep in the custody of the Registrar of the Society a record giving the names and addresses of the persons described in Article V, which record shall not be copied or viewed by any person except the officers and Directors, except with the permission of the Board. The books of account may be inspected by any member or member's agent, for any reasonable purpose at any reasonable time. The lists of names and addresses shall not be made available without prior written approval of the Board.

The Fiscal Year of the corporation shall begin on the first day of January and end on the last day of December in each year.

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the unanimous consent of the Board. Such amendments and alterations must be made in writing, and must immediately be placed in the records of the Society, and appended to copies of the By-Laws available to the membership.

A. THE CORPORA: The Board shall establish and maintain a document defining the structure of the medieval organization used by the Society in its re-creations, and including minimum requirements and guidelines for that organization. This document is referred to as the Corpora of the Society. The Corpora may be altered, amended or repealed in part or in whole by a two-thirds vote of the Board. Such amendments and alterations must be made in writing and must immediately be placed in the records of the Society, and appended to copies of the Corpora available to the membership.

B. GOVERNING AND POLICY DECISIONS: The Board may make decisions which amplify or interpret these By-Laws or the Corpora of the Society, and which may affect the medieval structure, branches, and membership of the Society, but which do not in the opinion of the Board require amendment of the By-Laws or Corpora. Such Governing and Policy Decisions must be made in writing and must immediately be placed in the records of the Society, and appended to copies of the Governing and Policy Decisions of the Board of Directors available to the membership.

Business meetings of the Board shall in general be held according to the procedures defined in the latest edition of The Standard Code of Parliamentary Procedure by Alice Sturgis, except where specified differently by these By-Laws.