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BY
LAWS NATIONAL NEW DEAL
PRESERVATION ASSOCIATION Amended April
6, 2006
ARTICLE I –
NAME The name of this non-profit corporation shall be
the National New Deal Preservation Association henceforth referred as the
Association. ARTICLE II – PURPOSE The purpose for which the Association is organized
is to identify, document and preserve the New Deal visual and performing
arts, literature, crafts, structures and environmental projects and to
educate people about these important legacies. ARTICLE III – MEMBERS Membership in the Association shall be open to any
person or organization subscribing to the purposes of the Association.
Members shall have the right to participate in all activities of the
Association. A.
Membership Types: Individual, Group, Affiliate,
Honorary B.
Membership Dues: Individual dues are
Twenty-Five Dollars ($25.00) per year. Group dues (national
organizations, governmental agencies, and business groups) are One Hundred
Dollars ($100.00) per calendar year. Affiliates (groups with related
purposes) dues are One Hundred Dollars ($100.00) per year if their members
total 1-50 and One Hundred Fifty Dollars ($150.00) per year if their
membership is more than 50 persons. Honorary to be bestowed on those
who have been so designated by the Board of Trustees. C. Chapters: The Association encourages the creation of affiliated chapters and shall provide assistance as possible to accomplish this goal. Each chapter will submit a request to the Association to be chartered under the NNDPA auspices. If board approves, NNDPA will provide the chapter with their first charter, renewable annually after submission of chapter program and financial reports.
1. Chapters can establish their own dues structure, but each member of the chapter will be expected to pay the National Dues of $25.00 in addition to the Chapter dues. The Association collects dues for both national and local chapters, allocating the chapter its portion.
2.
Chapters have the option of using the NNDPA IRS
non-profit status or applying for their own. ARTICLE IV – ANNUAL
MEETING OF MEMBERSHIP A.
Meeting Date and Agenda: There shall be an Annual
Meeting of the membership to be held sometime during the fourth
quarter of the calendar year. The time and place of the meeting will be
determined by the Board of Trustees, who shall be expected to attend.
Written notice of the meeting shall be given to all members sixty (60) days
prior to the meeting. All members shall have the right to recommend items to
be included in the agenda of the Annual Meeting and these recommendations
must be received by the Board forty-five (45) days prior to the meeting
date. B.
Elections and Quorum: All individual members have
equal voting while group members will all be encouraged to attend, but only
two voting members will be allowed per group. Election of Trustees will be
held at the Annual Meeting, voting to include those present and also by
written and signed proxy. A quorum will consist of a simple majority plus
one. ARTICLE V – BOARD OF
TRUSTEES
A.
Purpose, Number, Qualification, Removal,
Resignation, Vacancies: The purpose of the Board of Trustees is to govern
and direct activities of the Association and to exercise the lawful powers
of the Association. The Board will consist of no more than seventeen (17)
elected Trustees from the membership and the immediate past President of the
Association. There shall never be less than five (5) Trustees on the Board.
The first Board will consist of those participants at the initial meeting of
the organization Dec. 3-4, 1999 in B.
Classification, Terms, Tenure: At the first
meeting of Trustees following election of the Board of Trustees by the
initial members, the elected Trustees will by lot divide themselves into
three classes as nearly equal in size as possible. Trustees will serve terms
of three years, with the exception that the Trustees in Class 1 will have an
initial term of one year, and the Trustees in class 2 will have an initial
term of two years. The appropriate class of Trustees will, before the
expiration of the term of that class of Trustees, be elected by all of the
Members at the Annual Meeting for a three -year term. No Trustee will
serve more than two consecutive full terms or six (6) years but after being
off the Board for a one year interval, may be re-elected to two new
consecutive terms. The Retiring President will, however,
automatically be retained as a Trustee following the Retiring President’s
term of office regardless of the number of terms the Retiring President
previously has served as Trustee, and will continue to serve as a Trustee
until the President’s successor becomes an automatic Trustee. Trustees
serve as Directors of the Association, and all reference to “Trustee or
Trustees” will be deemed to refer to “Director or Directors” when required
by law.
E.
Notice: Written notice stating the time, place,
purpose, and if a Special Meeting, will be delivered within fifteen (15)
days before the meeting date either personally or by mail at the direction
of the President, the Secretary or the persons calling the meeting.
ARTICLE VI – OFFICERS OF
THE BOARD OF TRUSTEES A.
Number, Tenure, Qualification, Election: The
Officers of the Board of Trustees will be President, Vice President,
Secretary and Treasurer, and such other officers as the Board may decide.
Officers will be selected as appropriate by the newly constituted Board at
its first Regular Meeting, and shall serve two year terms and/or until their
successors are elected and qualified. Officers cannot serve more than two
consecutive terms Officers must be Trustees when they serve their terms as
officers; however, the Nominating Committee may nominate persons for officer
positions who are not then Trustees but who may have also been nominated as
Trustees. If the nominees are not elected as Trustees, the nominees’ names
will be removed from the ballots for election of officers before the
election of officers. An Officer may be removed with or without cause by
two-thirds of the Trustees, or may resign. Vacancies and newly created
offices will be filled by the Board of Trustees. If necessary, one person
may hold more than one office, except the Treasurer position. B.
President and Vice President: The President,
or the Vice President during the absence, disability or failure to act of
the President, will be the Chief Officer of the Association, and will be an
ex-officio member of all committees, will preside at all Association
meetings and, when authorized, will execute and deliver documents in the
name of the Association. C. Secretary and Assistants: The Secretary, or
any Assistant Secretary during the absence disability or failure to act of
the Secretary, will keep current, or monitor the keeping of all corporate
records of the Association and take and present the minutes of all meetings.
When authorized, will execute, attest, seal and deliver documents of the
Association. D.
Treasurer and Assistants: The Treasurer, or
any Assistant Treasurer during the absence, disability or failure to act of
the Treasurer, will assist management in keeping correct and complete books
and records of accounts for the Association. ARTICLE VII – EXECUTIVE
DIRECTOR The Board of Trustees may appoint an Executive
Director, upon such terms and conditions as it deems proper, who will be
responsible for the conduct of the Association’s business within the
prescribed policies of the Board. If the position is filled, the Executive
Director will be the chief administrative officer and will, within the
Board’s policies, hire, assign, supervise and terminate employees of the
Association. An Associate (or Deputy) Executive Director may be added to
assist in carrying out these duties. Neither of the positions will
have voting privileges on the Board. ARTICLE VIII – EXECUTIVE COMMITTEE
B.
C. Authority, Quorum, Voting: Except for the power
to allocate and/or receive grant funds, amend the Bylaws, appoint the
Nominating Committee, remove and elect Trustees and Officers, and as may
otherwise be provided by these Bylaws or by the Board of Trustees, the
Executive Committee will, during the intervals between the meeting of the
Board, possess and may exercise all of the powers of the Board of Trustees.
Any action by the Executive Committee will be reported to the board in
writing and such action will be subject to revision by the Board. A majority
of the Executive Committee will constitute a quorum at meetings. A quorum
once attained continues until adjournment despite a voluntary withdrawal of
members which leaves less than a quorum. The Executive committee will act
only as a Committee with each member having one vote. The act of a majority
of members present at which a quorum is present will be the act of the
Executive Committee. ARTICLE IX – COMMITTEES OF THE BOARD The Board of Trustees shall designate standing
committees such as a Budget and Finance Committee, Bylaws Committee and
Nominating Committee. These committees will consist of three Trustee members
appointed by the newly constituted Board of Trustees at its first regular
meeting. The president will appoint the chairperson of these committees. Ad
hoc or temporary committees may also be established by the President on an
as needed basis. These committees will carry out their duties in a
timely manner and report their actions to the Board of Trustees within
thirty (30) days of any upcoming meeting as necessary. No committee can
expend funds or set policy for the organization. Any action of a committee
will be subject to revision by the Board although no rights of third parties
will be affected by any such revision. The designation and appointment of
any committee or the delegation thereto of authority will not relieve the
Board of Trustees, or any individual Trustee, of any responsibility imposed
upon the Board or a Trustee. ARTICLE X – ADVISORY BOARD The Board of Trustees may select and appoint an
unlimited number of members to an Advisory Board and related advisory groups
to provide a broad spectrum of specialized skill and experience from which
the Trustees, Officers, and personnel may seek advice and guidance. Advisory
Board members will serve three year terms, may serve two consecutive terms,
may resign upon notice to the President, and may be removed by the Board.
Upon completion of two consecutive terms and a one year interval, an
Advisory Board member may be reappointed by the Board. The Advisory Board
members may attend the Board of Trustees Annual Meeting and regular meetings
and may meet more often if deemed necessary. Each year at the first regular meeting of the
Board of Trustees, the President will appoint a member of the Board of
Trustees to serve as the Advisory Board’s Chairperson. If the individual
so chooses, the Immediate Past President may be appointed to serve as the
Advisory Board Chairperson and as such serve as a liaison between the Board
of Trustees and the Advisory Board. ARTICLE XI – ACTION WITHOUT A
MEETING Any action required or permitted to be taken at a
meeting of the Trustees or the Executive Committee may be taken without a
meeting if a consent in writing setting forth the action so taken is signed
by all of the Trustees entitled to vote with respect to the subject matter
thereof or by all of the Executive Committee members as the case may be. ARTICLE XII – WAIVER OF NOTICE Whenever any notice is required to be given to any
Trustee, a Waiver thereof in writing signed by the person entitled to the
notice is equivalent to the giving of the notice. The attendance of a
Trustee in person at a meeting constitutes a waiver of notice of the meeting
except when attendance is for the sole purpose of objecting because the
meeting is not lawfully called or convened. ARTICLE XIII – MONETARY MATTERS
ARTICLE XIV – INDEMNITY The Association will indemnify each Trustee and
Officer of the Association, and their heirs, legal representatives and
assigns, against expenses, costs and attorney’s fees actually and reasonably
incurred in connection with the defense of any action, suit or proceeding,
civil or criminal, in which the Trustee or Officer is made a party by reason
of being or having been an Officer or Trustee. The indemnification may
include any amounts paid to satisfy a judgment or to compromise or settle a
claim. The Trustee or Officer will be not indemnified if he is adjudged to
have been guilty of actual negligence or misconduct in the performance or
duty to the Association. Advance indemnification may be allowed to a Trustee
or Officer for expenses to be incurred in connection with the defense of the
action, suit or proceeding, provided that the Trustee or Officer agrees to
reimburse the Association if it is subsequently determined that the Trustee
or Officer was not entitled to indemnification by reason of negligence or
misconduct in the performance of duty to the Association. ARTICLE XV – INTERESTED PARTIES No transaction of the Association will be affected
because a Trustee or Officer of the Association is interested in the
transaction unless the transaction is in violation of the proscriptions in
the Articles of Incorporation and these Bylaws against encurment of monetary
benefit. Such interested parties will be counted for quorum purposes and may
vote when the Association considers the transaction. Such interested parties
will not be liable to the Association for the party’s profits, or the
Association’s losses, from the transactions. ARTICLE XVI – AMENDMENTS Amendments to these Bylaws may be proposed by the
Board of Trustees. Proposed amendments will be sent to all members sixty
(60) days prior to a meeting where amendments are to be considered. These
proposed amendments will be acted upon at any Annual Meeting or at a Special
Meeting called for that purpose. Approval will require a one-third (1/3)
vote of the members including signed proxies, proving the amendment(s) have
been submitted in writing to all the members sixty (60) days prior to the
meeting. ARTICLE XVII – OFFICERS’ CERTIFICATE We certify the foregoing to be a true copy of the
Bylaws of the National New Deal Preservation Association adopted on May 15,
1999 and amended on April 6, 2006.
Signed: Glory Southwind, President Charles Nuckolls, Secretary
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Bylaws