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Association for the Study of Connecticut History, Inc. Revised Bylaws as of March, 2007
Article 1—Name............................................................................................................................................................. 2 Article 2—Purpose........................................................................................................................................................ 2 Article 3—Character.................................................................................................................................................... 2 Article 4—Membership.................................................................................................................................................2 Article 5—Board of Directors.....................................................................................................................................2 Article 6—Officers........................................................................................................................................................3 Article 7—Meetings and Elections …………………………………………………………………….…...... 3 Article 8— Committees…………………………………………………………………………………….....4 Article 9—The Editor and Editorial Board............................................................................................................... 3 Article 10—Statutory Agent........................................................................................................................................3 Article 11—Finance......................................................................................................................................................3 Article 12—Fiduciary Duty.........................................................................................................................................3 Article 13—Parliamentary Authority.......................................................................................................................3 Article 14—Amendments.............................................................................................................................................3 Article 15—Dissolutions...............................................................................................................................................3 Article 16—Saving Clause............................................................................................................................................3 Article 17—Retirement and Release of Records......................................................................................................3
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Association for the Study of Connecticut History, Inc. Revised Bylaws as of March, 2007
Article 1 – Name The name of this organization is the Association for the Study of Connecticut History, Inc. (ASCH). The purpose of ASCH is to foster the study of Connecticut history by all persons at all levels, especially in the state’s educational and cultural institutions and to provide a forum for the presentation of current research in Connecticut history to the membership and the general public. The Corporation is a non-profit educational organization to fulfill the purposes stated in Article 2. Article 4 – Membership Section 1: The membership shall consist of one class, but the Board of Directors can establish different dues categories if it chooses. Section 2: Any person, including any individual or institution, who shall request membership shall upon payment of dues as hereinafter provided, be enrolled as a Member. There shall be no limitation on the number of Members who may be enrolled. Each member shall have one vote. Section 3: Members shall pay annual dues, the amount of which shall be established by the Board of Directors. Dues shall be paid annually at the beginning of the calendar year. Members will be dropped if dues are in arrears six months after the annual business meeting. Article 5 – Board of Directors Section 1: The property and affairs of the Corporation shall be managed and conducted by a Board of Directors which may exercise all such powers and do all such things as may be exercised or done by the Corporation but subject to the provision of the laws of the State of Connecticut and of the United State of America, and these Bylaws. The Directors shall elect or appoint from their own number, or otherwise, all other officers of the Corporation not elected by the Membership or appointed by the President as hereinafter provided as they deem proper and shall specify the duties of such officers and fill vacancies, and they may at any time remove any such officers and elect or appoint others. They may establish rules for their own governance and for the transaction of their business and generally shall, during the term of office, have the full and complete management, control, and disposal of the affairs, property and funds of the Corporation, including the authority to sell, convey, and lease real and personal estate, and authorize the execution of all necessary deeds, contracts, and other instruments relating to the sale, conveyance, lease or management thereof, with full power for the purposes for which the Corporation was incorporated to do all matters and things which the Corporation may do. The Board of Directors shall establish major policies and objectives of ASCH to assure its financial security. Section 2: The Board of Directors shall consist of no more than ten (10) directors. The ten positions shall be President, Vice President, Secretary, Treasurer, Awards Chair, Membership Chair, Editor of ASCH’s journal, and three Directors at Large. Section 3: Directors at Large shall be elected by the membership at the Annual Business Meeting for terms of three (3) years. Terms shall be staggered so that approximately one-third of the Directors at Large is elected each year. Terms begin immediately after election. Section 4: Directors at Large may be elected to serve a maximum of two (2) consecutive terms. They may be re-elected or re-appointed following a lapse of one (1) year. Section 5: The Editor of ASCH’s journal is a member of the Board of Directors, but is not subject to term restrictions. Section 6: Any vacancy in the Board of Directors shall be filled by a majority vote of the Board of Directors. The person elected to fill such a vacancy shall hold office for the unexpired portion of the term. Section 7: All persons on the Board of Directors, all officers, and all members of committees shall be dues paying members in good standing of the association. Section 1: The officers of ASCH shall be President, Vice President, Secretary, Treasurer, Awards Chair, and Membership Chair. Section 2: Officers shall be elected by the membership for terms of two (2) years, beginning immediately after the election at the Annual Business Meeting. Section 3: Officers shall serve not more than two (2) terms in the same office, nor more than five (5) terms total as an officer. Following a fifth term in office officers may not serve on the Board of Directors for two (2) years, but afterwards may be elected a Director at Large and then may be elected an officer after serving as a Director at Large. Section 4: The President shall be the principal Executive Officer of ASCH and shall preside at all meetings of the members and the Board of Directors. The President shall be responsible, with the advice and consent of the Board of Directors, for the conduct and management of the affairs of ASCH. The President shall be an ex-officio member of all committees. Section 5: The Vice President shall, in the absence of the President, fulfill all the duties of the President, and will succeed to the office of President in the event of the President’s resignation, incapacity, or death. The Vice President shall assist in the preparation of ASCH meetings. Section 6: The Secretary shall be present at all meetings of the Board of Directors and shall keep minutes of each. The Secretary shall also keep minutes of the Annual Business Meetings and keep on file a list of the Board of Directors and all members and associates of the organization as provided by the membership chairperson. Section 7: The Treasurer shall be responsible for the safekeeping of ASCH funds and for maintaining financial records. The Treasurer shall present a financial report at each meeting of the Board of Directors and shall prepare and present to the board a draft budget at least one meeting prior to the end of the fiscal year. A yearly financial report shall be presented at the Annual Business Meeting. Section 8: The Awards Chair shall chair the ASCH awards committee and oversees all facets of the awards program. Section 9: The Membership Chair shall maintain the ASCH membership records, send out renewal notices, and help recruit new members. Section 10: Any officer may be removed for cause by the majority vote of the Board of Directors at a meeting called for that purpose. Article 7 – Meetings and Elections Section 1: The Annual Business Meeting of ASCH members shall include elections of officers and Directors at Large and will be held each year between March 1st and June 30th, the exact date to be determined by the Board of Directors. Section 2: The Nominating Committee shall be responsible for providing the membership a Board-approved slate of Directors at Large and officers no later than thirty (30) days prior to the Annual Business Meeting, Members may nominate additional candidates by mail to the chair of the Nominating Committee prior to the Annual Business Meeting or from the floor of the Annual Business Meeting. In the event that more than one candidate for a position is nominated, an election by mail ballot will be conducted for contested positions. The election by mail is to be completed within forty-five (45) days following the Annual Business Meeting. Section 3: The Annual Conference and Awards Meeting shall be held each year between October 1st and December 1st, the exact date to be determined by the Board of Directors. Additional member meetings may be held as determined by the Board of Directors. Section 4: The Board of Directors shall normally meet at least two times each year, once in June and once in January, in addition to the member meetings, and at other times as the President or the Board of Directors shall determine. At least seven (7) days’ notice shall be given to all Board members in advance. Section 5: A special meeting of the Board of Directors may be called by any three (3) Directors on at least seven (7) days’ written notice to or direct conversation with each Director, noting the purpose of the meeting. Matters requiring a vote outside of a duly scheduled meeting may be voted on by a majority of the Board via e-mail. Section 6: A quorum at Board meetings shall be a majority of voting members of the Board, provided that proper notice is sent to each Director in advance. Section 1: Committee Chairpersons shall be members of ASCH and appointed by the President, with the advice and consent of the Board, for terms of two (2) years. The Nominating Chairperson shall be a member of the ASCH Board of Directors at the time of appointment. All chairpersons may serve for no more than two (2) consecutive terms in the same position and may be reappointed only following a lapse of one (1) year. Committee Chairpersons are responsible for recruiting committee members, with advice from the Board of Directors. Section 2: The Audit Committee—shall consist of two ASCH members responsible for conducting an annual audit of the books and reporting back to the Board and membership. Of the two individuals, neither can be the current Treasurer. Section 3: The Awards Committee—the Awards Chair shall be responsible for all facets of the Awards Program. Prior to the Fall Conference and Awards Meeting, the Awards Committee shall inform the Board of Directors of its selections. At the Fall Conference and Awards Meeting, the Awards Chairperson shall have the awards and their citations ready to present to the recipients. Section 4: The Nominating Committee—shall be responsible for presenting the requisite slate of Directors at Large and officers at the Board meeting preceding the Annual Business Meeting and in a notice sent to members thirty (30) days prior to the Annual Meeting. The Nominating Committee shall also recommend candidates to fill unexpired terms on the Board of Directors to the Board and recommend possible committee members to committee Chairpersons. The Nominating Committee shall serve throughout the year. Section 5: The Program Committee shall, with assistance of the Vice President, be responsible for recommending programs to the Board of Directors and implementing approved programs. The Program Committee shall find suitable locations, determine the themes, engage the speakers, acquire funding (if needed), and supervise the mechanics of each program meeting. The main program meeting shall be the Annual Fall Conference and Awards Meeting. The Committee will also provide programming for the spring Annual Business Meeting and other meetings as approved by the Board of Directors. Article 9 – The Editor and the Editorial Board Section 1: The Board of Directors shall elect the Editor. Section 2: The Editor shall ensure the regular publication of ASCH’s journal, Connecticut History. Section 3: The Editorial Board shall consist of at least (12) members. In addition to the Editor, associate and special topic editors may include the Associate Editor, Book Review Editor, Exhibition Review Editor, Document Editor, etc. Section 4: The Editor may create additional associate and special editorial positions, subject to the approval of the ASCH Board of Directors, and shall appoint only members of the Editorial Board to fill these positions. Members of the Editorial Board are responsible for aiding the Editor by reviewing and soliciting articles, reviewing books, and meeting at least once a year to discuss the journal’s policies and operation. Section 5: The Editorial Board members shall be nominated by the Editor or by any member of the Board of Directors for approval by the ASCH Board of Directors at a regular meeting. Section 6: Members of the Editorial Board shall serve three-year terms, which may be renewed by the Board of Directors. Section 7: In the event of a vacancy in the Editorial Board, the Board of Directors, in consultation with the Editor, shall elect a new member to fill the remainder of the unexpired term. Article 10 –Statutory Agent The Board of Directors shall appoint a Statutory Agent, who shall be responsible for maintaining the Corporate Status of ASCH. This agent must be a member of ASCH and reside in the State of Connecticut. Section 1: The fiscal year will be the calendar year. Section 2: Unauthorized ASCH expenditures of less than five hundred (500) dollars may be made with the approval of the President or the Treasurer. Expenditures over this amount require approval of the Board of Directors. Contractual obligations shall be approved by the Board of Directors. Section 3: The Treasurer's books shall be subject to an annual audit by the Audit Committee. Section 4: The funds of this Corporation shall be either invested in such securities or income-producing property as shall be selected by the Board of Directors or shall be deposited in such banks and trust companies as may from time to time be designated by the Board of Directors. Section 5: Whenever the sale of any stocks or other registered securities standing in the name of the Corporation shall have been authorized by the Board of Directors the Treasurer shall have the authority to execute, under seal or otherwise, such forms of transfer and assignment as may be customary or necessary to constitute a regular transfer of such stocks or other registered securities.
No part of ASCH’s income shall be distributed to any Director, Officer, employee, or member, with the following exceptions: a) Reasonable compensation for services rendered, as determined by the Board of Directors; b)The granting of benefits to members in conformity with ASCH’s nonprofit status. Article 13 – Parliamentary Authority The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern ASCH in all cases where they are applicable, and in which they are not inconsistent with these Bylaws or Section 33–419 et seq for the Connecticut General Statutes, the Nonstock Corporation Act, as may be amended from time to time. These bylaws shall supercede all previous bylaws and amendments adopted by the Board. They may be amended by a two-thirds majority of those members present at the Business Meeting or any special meeting of ASCH, provided notice of the proposed amendment and its text shall have been given in the call for the meeting at least ten (10) days in advance thereof. New amendments become effective immediately. ASCH may be dissolved voluntarily or involuntarily. Upon termination of ASCH, any assets remaining after all debts have been satisfied shall be distributed, transferred, conveyed, delivered, paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable or educational organizations which would then qualify under the provisions of Section 501(c) (3) of the Internal Revenue code or future amendments thereof. In making its determination regarding the distribution of assets, the Board of Directors shall give preference to an organization with a similar mission. If any article or section of these Bylaws is held to be invalid by a court of competent jurisdiction, such finding shall not affect the validity of the remaining Articles and Sections. Article 17 – Retirement and Release of Records All officers and appointed committees shall retire their records to the President for incorporation within the Association for the Study of Connecticut History, Inc. official records on deposit with the Connecticut Historical Society, or any other officially designated repository. Release of the official records from the designated repository can be obtained only with the written permission of the President, or in the event of his or her inability to release the records, the Secretary of the Board of Directors.
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