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In article <[EMAIL PROTECTED]>,
[EMAIL PROTECTED] says...
> Two main concerns at this point:
>
> 1) You need to provide for on-line participation, e.g. in voting for officers -
> how many members in Des Moines or California are likely to be able to attend an
> AGM in Virginia? (or wherever) The potential strength of a national
> organization is also a weakness if active participation is limited to those
> within commuting distance.
>
> 2) The Purposes on the Home page don't square with the proposed Bylaws.
> Other concerns - signup page should include e-mail address, since that's likely
> to be the major means of communication; & snail-mail (does anyone actually say
> that anymore? :) should include postal code (ZIP Code) and maybe - pptionally -
> phone number. Also should specify what uses will or will not be made of this
> info - e.g. will there be a membership list or directory? will it be on-line?
> who gets to see it? etc.
>
> Chapters - Home Page mentions chapters, Bylaws do not.
>
> Insignia - really, what's a heraldry society without armorial insignia? (Tho'
> its too soon to settle on it now, the Bylaws should provide for adoption of a
> common seal by the BoD and/or for adoption of arms for the group by the BoD or
> by vote of the membership or whatever; and - consistent with the Purposes in
> the Bylaws - for the registration of the Name and Insignia of the Society in
> each State by the chapter(s) in that State, or perhaps by
> representatives/moderators appointed by the BoD pending establishment of
> chapter(s) in a given state. (We can have a small California Bay Area chapter
Thanks for those tips. I had planned on doing much of it online, but
perhaps I should mention that in the bylaws. I also thank you for
pointing out the other flaws, and have resolved most of them. I have
not yet posted the new website, but below is an updated version of the
Bylaws.
Trey
--------------
Article I. Name and Symbols
Section 1.01 The name of the organization is the American Heraldry
Society and the official acronym for the organization shall be AHS.
Section 1.02 The board of directors shall approve certain symbols for
this organization, such as, but not limited to, colors, arms, pledge,
and insignia.
Article II. Offices
Section 2.01 The principal office of the organization shall be
in Lexington, Virginia, or at other location designated by the Board of
directors.
Article III. Purposes
Section 3.01 This corporation is organized exclusively for charitable,
scientific and educational purposes within the meaning of Section 501(c)
(3) of the Internal Revenue Code of 1954, as amended.
Section 3.02 Specifically, this organization is organized to:
a. Provide for the education of the American people regarding the
proper use and history of heraldry;
b. Maintain a free and voluntary registry of all personal, corporate,
societal and governmental heraldic insignias used within the United
States;
c. Lobby the governments of the various states to establish
governmental regulatory bodies within each respective state for the
purpose of maintaining official registries and establishing policies for
heraldry for that locality;
Section 3.03 This organization shall not, except to an insubstantial
degree, engage in any activities that are not in the furtherance of the
purposes stated in this section.
Article IV. Dedication of Assets
Section 4.01 The properties and assets of this nonprofit organization
are irrevocably dedicated to charitable, scientific and educational
purposes. No part of the net earnings, properties, or assets of this
organization, on dissolution or otherwise, shall inure to the benefit of
any private person or individual, or any member or trustee of this
organization.
Section 4.02 Upon the dissolution of the organization, the Board of
Directors shall, after paying or making provision for the payments of
all of the liabilities of the organization, dispose of all of the assets
of the organization to one or more organizations organized exclusively
for charitable, scientific, or educational purposes as shall at the
time qualify as exempt organizations under Internal Revenue Code
Section 501 (c)(3) (or the corresponding provision of any future United
States Internal Revenue Law), as the membership shall determine.
Article V. Members
Section 5.01 There shall be four classes of membership in
this organization; student, individual, family, and corporate
(or sustaining). Any person or corporation shall be eligible for
membership in the appropriate selected membership class upon payment of
such dues as may from time to time be fixed by the board and approved by
the membership.
Section 5.02 The membership of any member shall terminate upon the
occurrence of any of the following events:
a. The resignation of the member.
b. The failure to pay dues within the time set forth by the board of
directors.
c. The determination by the Board of directors or a committee
designated to make such determination that the member has failed in a
material and serious degree to observe the rules of conduct governing
membership in this organization.
Section 5.03 No member may transfer for value a membership or
any right arising from it. All rights of membership cease on the
member's death.
Article VI. Meetings of Members
Section 6.01 Meetings of the membership shall be held at any place
designated by the board of directors. Regular general membership
meetings shall be held as established by the board and approved by the
membership.
Section 6.02 Meetings may be held online or in some other medium at
the whim of the board of directors.
Section 6.03 The annual meeting of members shall be held concurrently
with the regular March meeting at the place and time designated for
general meetings, unless the board fixes another date and place for such
meeting and so notifies the members not less than ten days before said
meeting.
Section 6.04 A special meeting of the members may be called by any of
the following:
a. the board of directors;
b. the president;
c. or five per cent (5%) or more of the membership, provided that in
all cases not less than three (3) weeks notice shall be given to all
members of such special meeting.
Section 6.05 One-tenth (1/10th) of the membership shall constitute a
quorum for the transaction of business at a meeting of the members. The
members present at any duly called meeting at which a quorum is present
may continue to transact business until adjournment, notwithstanding
the withdrawal of enough members to leave less than a quorum, if any
action taken (other than adjournment) is approved by at least a majority
of the members required to constitute a quorum.
Section 6.06 Any members meeting may be adjourned from time to time by
the vote of a majority of the members represented.
Section 6.07 Notice of a meeting shall be deemed given to any member
who attends the meeting without protesting before or at its commencement
about the lack of adequate notice.
Section 6.08 Each member, regardless of membership class, shall be
entitled to cast one vote on all matters submitted to a vote of the
members; it being the specific intent of this clause that holders of
couple, or family, memberships, and holders of corporate, or sustaining
memberships, shall have one vote as an entity, regardless of the number
of "memberships" appearing to be created thereby.
Article VII. Directors
Section 7.01 The business and affairs of this organization shall be
conducted, and all the powers shall be exercised, by or under the
direction of a board of directors.
Section 7.02 Without prejudice to these general powers, and subject to
the same limitations, the directors shall have the power to:
a. select and remove all officers, agents and employees of the
organization; prescribe any powers and duties for them that are
consistent with the law, and with these bylaws; and fix their
compensation;
b. change the principal office from one location to another, and
designate any place for the holding of any meeting;
c. designate the officers who may act as signatories of the
organizations accounts, records, filings and the like.
Section 7.03 A vacancy in the board of directors can be created by one
of the following:
a. The death, resignation, or removal of any director(s);
b. The declaration by resolution of the board of directors of a
vacancy of the office of a director who has been declared of unsound
mind by an order of the court; convicted of a felony;
c. The vote of a majority of the entire board of directors to remove a
director.
Article VIII. Officers
Section 8.01 The board of directors shall consist of the following
officers: President, Vice President, Secretary, Treasurer, Director of
Education, Chief Herald, Sergeant-At-Arms, and up to five Directors-at-
large, if desired by the membership
Section 8.02 The organization may also have, at the discretion of
the board of directors, such other officers as may be appointed by the
president in accordance with Section 8.06 of these bylaws. Any number
of offices may be held by the same person, except that neither the
secretary nor the treasurer may serve concurrently as president.
Section 8.03 The officers of the organization, except those
appointed in accordance with the provisions of Section 8.06 of
these bylaws, shall be elected by the general membership of
the organization as set forth in Section 6.07 of these bylaws.
Section 8.04 The board of directors may meet monthly at such time
and place as shall from time to time be announced by the board of
directors.
Section 8.05 Duties of officers not specifically set forth
herein shall be enumerated in a separate set of Standing Rules as may be
drafted and modified from time to time by the board of directors. The
duties of the officers as established herein shall always prevail in the
event of conflict between said Standing Rules, as adopted, and these
bylaws.
Section 8.06 The board of directors may appoint, and may authorize the
president to appoint, any other officers that the business of the
organization may require.
Section 8.07 Any officer may be removed, with cause, by the board of
directors, at any regular or special meeting of the board.
Section 8.08 Any officer may resign at any time by giving
written notice to the board of directors.
Section 8.09 A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled only in
the manner prescribed in these bylaws for regular appointments to that
office.
Section 8.10 The president shall be the chief executive officer of the
organization, and as such shall:
a. Chair all Group meetings, and in the event of a vote deadlock shall
cast the tie-breaking vote.
b. Subject to the control of the board of directors, generally
supervise, direct and control the business and officers of the
organization, and shall have such other powers and duties as shall be
prescribed by the board of directors or the bylaws.
c. Appoint chairpersons of those standing and special committees which
are not chaired by a specified officer.
d. Be an ex-officio member of all committees except the nominating
committee.
e. At or before the regular December meeting each year, appoint a
member of the board of directors as chairperson plus two additional
members to serve as a nominating committee. This committee may at
its discretion, appoint up to three additional members to the nominating
committee who are not members of the board of directors, to serve as
additional nominating committee members.
(1) The nominating committee shall report back to the
board of directors not later than the regularly scheduled board of
directors meeting for February their selection of (at least)
one candidate for each of the elective board offices. Further
nominations for office may be made any time prior to the call for a vote
on election night of anyone who will state their willingness to serve in
the capacity for which they are nominated, or who has, prior to election
night, filed with the secretary of the board, a signed, written document
so stating.
Section 8.11 The vice president shall:
a. Assist the president, and assume the duties of the president in the
president's absence;
b. Be responsible for programs and publicity.
Section 8.12 The secretary shall:
a. Keep a record of the proceedings of each meeting of the Group and
of the board of directors;
b. Maintain a file of all official documents concerning the Group and
see to the timely filing of state reports required to maintain corporate
status;
c. Receive the correspondence directed to the Group and distribute it
to the proper officers and committees, in the absence of another
director having been assigned such duties;
d. Handle general correspondence relating to the Group, in the absence
of another director having been assigned such duties.
Section 8.13 The treasurer shall:
a. Be responsible for the safekeeping of Group funds in a financial
institution known and approved by the board of directors;
b. Issue receipts when requested or when deemed necessary;
c. Collect, account for, and make timely deposits of all funds due the
Group and make disbursements as needed, and authorized by the Section
10.02.
d. Maintain accurate financial records which shall be available for
audit when requested by the board of directors, or an audit committee
appointed thereby;
e. See to the timely filing of all required state and federal forms
and tax returns;
Section 8.14 Director of Education shall:
a. Oversee the education of Americans in regards to heraldry,
especially with regard to the common misconceptions Americans have with
heraldry, and with bucket shops;
b. Oversee a process of certification of qualified heralds;
Section 8.15 The Chief Herald shall:
a. Maintain the registry of arms of this organization;
b. Serve as a moderator for heraldic disputes within the organization;
c. Be the last resort for any technical heraldic decision.
Section 8.16 The Sergeant-at-Arms shall maintain order at each meeting
Section 8.17 The directors at large shall:
a. Assist the president in areas the president may see fit;
b. Act as a stabilizing influence on the Group, and as ombudspersons
for members in matters regarding the general membership or other matters
in which such third-party intervention might be helpful in settling
a dispute between members or between a member, or members, and the
general public;
c. Function in a long range planning capacity for the Group.
Article IX. Elections
Section 9.01 Elections shall be held at the regular monthly meeting in
March of each year. In the event of lack of a quorum, elections shall
be held at the next regular meeting at which a quorum is present and all
officers shall serve until such elections, subordinating the provisions
of Section 9.02.
Section 9.02 Term of office shall be one year, and all officers shall
assume their term one month following the election.
Section 9.03 Elections may be held by mail or online at the whim of
the board of directors.
Article X. Group Finances
Section 10.01 The fiscal year shall be the calendar year.
Section 10.02 Purchasing authority is granted on a monthly basis to
the Officers by the Board of directors.
Section 10.03 Dues shall expire one year from receipt of dues, unless
the member pays for more than one year at a time.
Article XI. Rules Determining
Section 11.01 Roberts Rules of Order, Newly Revised, shall govern the
meetings of the Group and shall be the final authority in all matters
not covered in these bylaws.
Article XII. Records
Section 12.01 The accounting books, records, articles and bylaws as
amended to date, and minutes or proceedings of the board of directors
and any committee(s) shall be kept at such place or places designated by
the board of directors. The minutes shall be kept in written or typed
form, and the accounting books and records shall be kept either in
written or typed form, or in any other form capable of being converted
into written, typed or printed form. A backup copy of the accounting
books will be made monthly and kept by the Secretary.
Section 12.02 Every director shall have the absolute right at
any reasonable time to inspect all books, records and documents of every
kind, and the physical properties of the organization. This inspection
by a director may be made in person or by an agent or attorney
authorized by a director, and the right of inspection includes the right
to copy and make extracts of documents.
Article XIII. Organization
Section 13.01 Chapters may be formed of 15 or more members in a
contiguous geographic area, and may elect for themselves local officers
including a President, Vice President, Secretary, Treasurer, Herald,
Secretary of Education, Sergeant-at-Arms, and other officers of their
own choosing.
Section 13.01 State organizations shall be formed in each state of the
Union from the various chapters and individual members. State
organizations shall set policy for their state within the guidelines of
the national board of directors. State organizations shall have a board
of directors identical to that of the national board of directors.
Article XIV. Amendments
Section 14.01 Amendments shall be proposed by either the majority of
the board of directors, or by a member at a general meeting, and shall
be approved by a two-thirds majority of the membership.
Article XIV. Effective Date
Section 14.01 These bylaws shall take effect as of ________.
_____________________________(AHS),
(1) by: ___________________
Interim President
(2) by: ___________________
Witness
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