BY-LAWS - REVISED, 1989
ARTICLE I —NAME
The name of this Society shall be THE NATIONAL SOCIETY FOR THE PRESERVATION OF COVERED BRIDGES, INC. (NSPCB), hereinafter called the Society.
ARTICLE II — PURPOSE
The purpose of the Society shall be to promote the preservation of covered bridges, to gather and record knowledge of their history, and to collect and preserve pictures, printed, and manuscript materials, and other items of historical or antiquarian interest pertaining to them.
Section 1. Any person showing an interest in the Society may become a member by the payment of annual dues to the Financial Secretary.
Section 2. Any member may become a Life Member upon payment of an amount determined by the Executive Board and voted by the Society, and thereafter be exempted from the payment of annual dues.
Section 3. Honorary members are those who have been nominated by the Executive Board and have been elected by a majority vote at any regular meeting of the Society. Honorary members may vote, but not hold office in the Society.
ARTICLE IV — DUES
The yearly membership dues shall be determined by the Executive Board and approved at a regular meeting of the Society. The membership year shall be from July 1 to June 30 of the following year, except any membership accepted from January 1 to June 1 will continue through June 30 of the following year. The names of those in arrears in their membership dues shall be dropped from membership at the end of July.
Section 1. The officers of the Society, to be elected annually, shall be: President, Vice President, Recording Secretary, Corresponding Secretary, Financial Secretary, Treasurer and Auditor. There will be three Directors of the Society, one to be elected each year at the Annual Meeting for a term of three years.
Section 2. In the event of a vacancy in any elected office, the vacancy shall be filled by an appointment by the Executive Board, the appointee's term to expire at the next annual meeting.
ARTICLE VI —
DUTIES OF OFFICERS
Section 1. The President shall:
a. Preside at all business meetings of the membership and the Executive Board
b. Appoint special committees and special positions/individuals, subject to the approval of the Executive Board.
c. Be an ex-officio member of all committees, except for the Nominating Committee.
d. Perform all other functions usually attributed to this office.
Section 2. The Vice President shall assume all the duties of the President in case of absence or resignation of the President, and perform such duties as requested by the President. In the absence of the Vice President, the Corresponding Secretary shall assume the duties of the office.
Section 3. The Recording Secretary shall:
a. Keep a complete and accurate record of all business meetings of the Society and of the Executive Board.
b. Report to the membership any recommendations of the Executive Board.
c. Keep any other records which may be submitted by the Officers or the Executive Board.
d. Submit a report at the Annual Meeting for the permanent records of the Society
e. Pass over all records and materials, without delay, to the new Recording Secretary upon completion of term of office.
Section 4. The Corresponding Secretary shall carry on all correspondence of the Society not otherwise provided for, and file and preserve important letters and documents received.
Section 5. The Financial Secretary shall receive, post, and remit to the Treasurer all money for the Society.
Section 6. The Treasurer shall:
a. Act as Business Manager for the Society and shall receive all money for the Society from the Financial Secretary, deposit all funds in the name of the Society and pay all bills, except as provided under Article XI. Any unusual expense shall be referred to the Executive Board for approval of payment.
b. Make a report at each monthly meeting.
c. Be bonded by a bonding company selected by the Executive Board.
d. Maintain a current list of the members of the Society.
e. Submit a report at the Annual Meeting for the permanent records of the Society.
f. Comply with all federal and state financial and tax requirements.
g. Pass over all records and materials, without delay, to the new Treasurer, upon completion of term of office.
Section 7. The Auditor shall examine the books and accounts of the Treasurer and submit a report at the Annual Meeting for the permanent records of the Society.
Section 8. The Directors shall be responsible in seeing that the policies for all activities are in accordance with the charter of the Society and are executed by the President and officers with specific duties. Directors may have additional duties on Committees or appointments for purposes not included in the duties of officers.
Section 1. The Executive Board shall:
a. Consist of the Officers of the Society, the immediate Past President, the Directors, all appointees to special positions, and the Chairpersons of the Society's Committees,
b. Have full power to manage and control the affairs and property of the Society and it shall be the duty of the Board to carry into effect its purposes.
c. Meet at the call of the President, or of any other three Board members. Five Board members shall constitute a quorum, but the affirmative vote of five shall be required for any decision. The Board may also create ad hoc Committees.
ARTICLE VIII —
STANDING COMMITTEES
Standing Committees shall consist of Program, Hospitality, Mailing, Ways and Means, Publicity, and Nominating. The Chairpersons of these Committees shall be appointed by the President with the approval of the Executive Board and shall serve until the next Annual Meeting.
ARTICLE IX —
NOMINATIONS AND ELECTIONS
Section 1. A Nominating Committee of at least three members, appointed by the Executive Board shall be announced at the Annual Meeting of the Society, with one member being appointed each year for a term of three years.
Section 2. The Nominating Committee shall present its report at the Annual Meeting of the Society.
Section 3. The election of Officers and Directors shall be by ballot at the Annual Meeting, a majority vote of members present and voting being necessary to elect.
Section 4. If there is only one nominee for any office, by vote of the Society, the Recording Secretary shall cast one ballot for the nominee, or for the entire slate.
Section 5. The Officers shall serve for one year and are eligible for re-election. Directors shall serve for three years and be eligible for re-election.
ARTICLE X — MEETINGS
Section 1. Regular meetings shall be held monthly with the exception of December, January, and February, at a time and place determined by the Executive Board. The Executive Board, or the President acting on behalf of the Executive Board, may cancel a meeting in an emergency.
Section 2. Special meetings of the Society may be called by the President or by vote of the Executive board.
Section 3.
a. The Annual Meeting shall be held in October and shall be for the purpose of electing Officers and Directors, receiving reports, and transacting any other business that may arise.
b. The
Annual Meeting must be held in
Section 4. The fiscal year for the Society shall be from October 1 through September 30.
Section 5. All members of the society shall be sent written notice of all regular, special and Annual Meetings at least thirty days prior to the meeting. Notice of special Meetings must state the purpose of the meeting.
Section 6. All business matters brought before the membership, unless otherwise specified in these By-Laws, shall require a majority vote of the members present.
Section 7. A quorum shall consist of fifteen members.
ARTICLE XI — SPECIAL FUNDS
Section 1.
a. The Society may, upon majority vote of the members present at a regular or special meeting, establish Special Funds for appropriate purposes,
b. All Special Funds shall be in the custody of the Treasurer or a qualified custodian approved by the Executive Board, and must be kept separate from the general funds of the Society.
c. Control of these funds is vested in the Executive Board, but expenditures from them must be approved by a majority vote of the members present at a regular or special meeting of the Society.
Section 2. The HAROLD F. EASTMAN MEMORIAL FUND was created to be used to assist in the building, repairing or restoring of wooden covered bridges, and is to be maintained by donations.
Section 3. The PHILIPPE H. BONNÉT MEMORIAL GUIDE FUND was created to provide funds with which to publish new editions of the WORLD GUIDE TO COVERED BRIDGES. All money received from sales of the Guide, after all expenses of publication have been paid, shall be deposited in this Fund in order that it be kept a permanent working fund, and all future monies received from the sale of World Guides shall be placed in this fund.
Section 4. The EDWARD D. THOMAS MEMORIAL ARCHIVES FUND was created to accept donations to provide for the proper preservation of materials and artifacts collected by the Society for its archives.
ARTICLE XII — PUBLICATIONS
Section 1. The Society, upon the recommendation of the Executive Board and a majority vote of the members present at a regular or special meeting, may sponsor various publications, including the WORLD GUIDE TO COVERED BRIDGES.
Section 2. The NEWSLETTER shall be issued at least quarterly and mailed to each member of the Society. The purpose of the NEWSLETTER is to keep the membership informed of the Society's activities, meetings, etc., with news of members and of covered bridges.
Section 3. COVERED BRIDGE TOPICS shall be issued quarterly and mailed to each member of the Society. It shall consist of matters of historical or current interest related to covered bridges. It will not advocate anything that is illegal and will only publish items that are in good taste. Advertising rates shall be determined by the Executive Board with the approval of the majority of the members present at a regular or special meeting of the Society. Complimentary subscriptions may be conferred by the Executive Board with the approval of a majority of the members present at a regular or special meeting of the Society, for outstanding service to the purposes of the Society, or as exchanges with other similar Societies.
Section 1. All proposed amendments shall be presented to the Executive Board for its consideration and recommendation for action.
Section 2. These By-Laws may be revised or amended at any regular or special Meeting of the Society by a two-thirds vote of the members present, provided notice thereof has been given at a prior meeting or by mail to all members.
Section 3. Notice of the change of By-Laws must be given in the call for the meeting, in writing, at which such action is contemplated.
ARTICLE XIV —
PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Newly Revised, shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.