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BY-LAWS of the HISTORICAL SOCIETY OF EARLY AMERICAN DECORATION, INC.
Revised September, 2010
ARTICLE I---NAME and PURPOSE OF CORPORATION
ARTICLE II---MEMBERSHIP and DUES
ARTICLE V---ELECTION OF OFFICERS
ARTICLE X---AMENDMENTS and/or REVISIONS OF THE BY-LAWS
ARTICLE XI---FISCAL YEAR ACCOUNTING
ARTICLE XIII---INDEMNIFICATION
ARTICLE I---NAME and PURPOSE OF CORPORATION
Section 1. This corporation shall be known as the Historical Society of Early American Decoration, Inc., herein referred to as HSEAD. Early American Decoration is a term applied to the decorated articles that adorned the homes of our ancestors.
Section 2. The purpose of this organization shall be: to study and teach the history and techniques of early American decoration and honor the memory of Esther Stevens Brazer, a pioneer in the perpetuation of Early American Decoration as an art; to promote continued research in the field; to record and preserve examples of Early American Decoration; to support exhibits of such work; to research the history thereof as will further the appreciation of such art and elevate the standards of its reproduction and utilization; to assist in efforts, public and private, to locate and preserve materials pertinent to such work; and to cooperate with other societies in the accomplishment of purposes of mutual concern.
ARTICLE II---MEMBERSHIP and DUES
Section 1. Membership categories shall be: Charter, Brazer Guild, Honorary, Life (no longer available), Applicant, and Associate. Each member, of the foregoing categories, hereinafter referred to as a “Voting Member,”shall be entitled to one vote.
a. Charter: Any student of Esther Stevens Brazer who was elected to membership in the Esther Stevens Brazer Guild prior to September 30, 1947. Charter members shall pay no dues.
b. Brazer Guild: A person actively participating in the art of Early American Decoration who has met the Applicant requirements.
c. Honorary: Such persons as the Board of Trustees, by a three-fourths vote of the entire Board, shall deem worthy of that honor in recognition of achievement of distinguished service to HSEAD. Honorary members shall pay no dues.
d. Life: A person who has purchased Life Membership in HSEAD. This category is no longer available.
e. Applicant: Any person who is actively participating in the art of Early American Decoration with the intention of becoming a Brazer Guild member.
f. Associate: Any person who is interested in the art of Early American Decoration.
Section 2. A non-voting membership category shall be: Family.
Family: One person from a Voting Member’s immediate family.
Section 3. All annual dues will be determined by the Board of Trustees.
Section 4. A member may be suspended for a period or expelled for cause, such as violation of any of the By-laws or rules of HSEAD or for conduct prejudicial to the best interests of HSEAD. Suspension or expulsion shall be by a majority vote of the Board of Trustees, provided that a statement of the charges shall have been sent by registered mail to the member being charged at his/her last recorded address at least ten (10) days before final action is taken thereon. The statement shall be accompanied by a notice of the time when and place where the Board of Trustees is to take its action. The member shall be given an opportunity to present a defense at the time and place mentioned in the notice.
Section 1. Classes of Contributions,
a. Benefactor: Any individual or organization making a gift at least equal to the Benefactor amount.
b. Sponsor: Any individual or organization making an annual gift of the Sponsor’s fee.
c. Patron: Any individual or organization making an annual gift of the Patron’s fee.
d. Friend of Esther: Any individual or organization making an annual gift of the Friend of Esther fee.
Section 1. HSEAD shall be governed by the Officers and the Board of Trustees. The Officers shall consist of the President, Vice-President, Recording Secretary, Corresponding Secretary and the Treasurer. The Officers shall constitute the Executive Committee. The Board of Trustees shall consist of a Trustee representing each Chapter and two Trustees-at-Large. An Officer is considered the Trustee representative of his/her Chapter. Officers and Trustees shall constitute the Board of Trustees.
a. Trustee-at-Large A member nominated to be a Trustee-at-Large would not have access to a Chapter or live in the geographical area designated for an existing Chapter. A Trustee-at-Large will represent members in areas and/or states that do not have a Chapter.
b. Members interested in becoming a Trustee-at-Large would submit their names to the Board of Trustees. The list of nominees for this position and a ballot will be printed in the Newsletter. Only members who live in areas outside existing Chapters would qualify to vote and mail their ballots to the HSEAD office. All qualified, signed ballots with member’s address and membership number will be counted.
Section 2. Officers and the Board of Trustees
a. The President, Vice-president, and Secretaries shall be elected from the Board of Trustees to serve a two-year term, not to exceed two consecutive terms. A nominee for Officer position, who at that time still has time remaining on their term as a Trustee, can serve as an Officer, even though her/his 2 three-year terms as a Trustee may expire prior to the expiration of her/his term(s) as an Officer.
(1) Trustee nominees for these officer positions must have a minimum of two years of Board of Trustee experience.
b. The Treasurer must be a member of HSEAD, but need not come from the Board of Trustees, and may serve more than two consecutive two-year terms.
c. Each Chapter shall elect a Trustee to the Board to represent that Chapter.
(1) The Trustee must be a voting member of HSEAD.
(2) A Trustee’s term is three years.
(3) Once the Trustee has served two terms, the Chapter is strongly encouraged to elect a Trustee. If unable to find a replacement, the Chapter may re-elect the former Trustee to serve another term.
d. If a Trustee seat is not filled by a Chapter, it shall remain vacant.
(1) A Chapter office then served is reduced to the time left in that period. The Chapter may re-elect that Trustee to additional terms as provided in IV, 2, c.
(2) If a vacancy occurs during a term of office, the Chapter represented is authorized to elect a replacement to complete the existing terms as provided in IV, 2, c.
e. Once a Trustee has served in an Officer position for 2 two-year terms, she/he cannot be re-elected to that position. A retiring Officer may be nominated to another Officer position, provided that her/his Trustee term has not expired, or the Chapter re-elects that person as Trustee.
f. The Past President shall serve as a non-voting consultant to the Board for one year after her/his term of office.
g. Resignation of Officers and Trustees shall be submitted in writing to the President and Board of Trustees.
Section 3. Powers. The Board shall have control of the property of HSEAD, set policies, take necessary and proper steps to carry out the purpose of HSEAD, and promote its best interests. Without limiting the powers conferred upon the Board by law, the Board shall have the power:
a. to hold and receive by purchase, grant, deed of trust, devise or bequest, any property, real or personal, which, in the sole judgment of the Board, will serve to promote the purposes of HSEAD, and to sell, mortgage, transfer, or otherwise dispose of any assets in the Endowment Fund principal account. Any transfer or disposal of the principal from this account shall require the unanimous recommendation of the Finance Committee and two-thirds vote of the Board of Trustees.
b. to appoint one or more custodians of the assets of HSEAD who will serve, subject to the instruction of the Board, for such periods as the Board may determine;
c. to authorize proper and efficient management of HSEAD’s financial assets;
d. to establish and supervise publications.
Section 4. Meetings
a. The Board shall hold at least two regular meetings a year.
b. Quorum: At any meeting of the Board, two-thirds of the voting Board members constitute a quorum. Action by the majority of such quorum shall be deemed an action of the Board.
c. Absentees:An Officer or Trustee absent from three consecutive meetings will be removed automatically.
Section 5. Vote by Mail. A vote may be taken by mail on any clearly stated proposition not in violation of the by-laws. The ballot shall be returned to the President within three days of its receipt by each Officer and Trustee. Upon the President’s certification, the result of the vote shall be recorded by the Recording Secretary and sent to each Officer and Trustee.
ARTICLE V---ELECTION OF OFFICERS
Section 1. Nominating Committee for Election of Officers
a. The Executive Committee, with the exception of the President, shall appoint the Nominating Chairman from the general membership. The Nominating Chairman shall then appoint two committee members from the Board.
b. The Nominating Committee will present the nominations to the Recording Secretary at least sixty days prior to the Annual Meeting
Section 2. Election of Officers
a. The Board of Trustees shall elect the Officers by written ballot at the Annual Meeting.
b. In the event the office of President is vacated, the Vice-president will assume that office. Should the office of the Recording Secretary or Corresponding Secretary be vacated, the President will appoint a member from the Board to fill that vacancy until the next election. Should the office of Treasurer be vacated, the President will appoint a replacement with the approval of the Board.
c. The terms of office shall become effective at the beginning of the next calendar year.
Section 1. The President shall:
a. preside at all meetings of HSEAD and the Board;
b. appoint all standing committee chairpersons immediately after taking office, and, upon the President’s own initiative, appoint special committees as required;
(1) Standing Committee chairs are subject to Board approval
c. be the liaison officer and member ex officio of all committees except the Nominating Committee;
d. exercise supervision over the business of HSEAD and the performance of all Officers, Trustees, and Appointees.
Section 2. The Vice-president shall:
a. in the absence or incapacity of the President, execute the duties of the President.
Section 3. The Recording Secretary shall:
a. keep the minutes of all meetings of HSEAD and the Board in files belonging to HSEAD and provided for that purpose;
b. be the custodian of all official records of HSEAD and the Board.
Section 4. The Corresponding Secretary shall:
a. conduct all correspondence for HSEAD and the Board as directed by the President;
b. perform the duties of the Recording Secretary in case of the latter’s absence or incapacity.
Section 5. The Treasurer shall:
a. receive and authorize requests for reimbursements and send them to the Bookkeeper;
b. sign all checks;
c. maintain a record of HSEAD’s Income and Expenses and present a Treasurer’s Report to the Board and write a Treasurer’s Report for the Annual Report;
d. work cooperatively with the hired Bookkeeper who does not have to be a Trustee or a member of HSEAD. The Bookkeeper works with the Office Administrator and writes authorized checks for invoices to HSEAD. The Bookkeeper prepares a Profit and Loss Statement for the Annual Report.
Section 1. The Meetings of HSEAD shall be held at a time and place approved by the Board and announced to the members not less than six weeks in advance of the scheduled date.
Section 2. The Board may call special meetings of HSEAD by notice mailed to each Voting Member not less than thirty (30) days prior to the date fixed for such a meeting. The notice shall specify the purpose of the meeting, and business not included in the notice may not be transacted at such meetings.
Section 3. A quorum for the transaction of business at any meeting of HSEAD shall consist of not less than two-thirds of those Voting Members present in person.
Section 1. The Board may authorize the creation of a Chapter upon the request of five or more HSEAD Voting Members. They must state the name of the proposed chapter, its proposed chairperson, and the names of prospective members.
a. A newly organized chapter is eligible to elect a Trustee when it has ten or more Voting Members.
b. Chapter by-laws, including revisions, must be submitted to the Board for approval.
Section 2. The purpose of the chapter is to support HSEAD in the following ways:
a. support and help carry out the mission of HSEAD (Article I, section 2);
b. elect a trustee from the chapter to the Board;
c. host national meeting;
d. encourage its membership to serve on committees and provide other support as needed.
Section 3. Any voting member of HSEAD may apply for membership in a chapter and must be accepted. A member may belong to more than one chapter, but may vote on HSEAD matters in one chapter only.
a. Family members may apply to a chapter for membership.
Section 4. In the event a Chapter is unable to carry out the goals and purposes of HSEAD, notification of dissolution, subject to Article XII, must be sent to the Board.
Section 5. The disposition of the assets of a dissolved Chapter shall be, at the discretion of the Chapter, to and among the remaining Chapters or to the National Organization.
Section 1. HSEAD shall maintain an Investment Policy Statement and two discreet funds to manage its assets: a General Fund to finance its day-to-day operations, and an Endowment Fund to assure a viable long-term financial future.
a. The Investment Policy Statement shall establish a long-term financial strategy for the efficient management of HSEAD’S assets, assuring consistency and continuity.
b. The General Fund shall provide funds to meet ongoing operating expenses that support HSEAD’s achievement of its defined goals and mission. Investment activity shall be governed by the provisions of the Investment Policy Statement.
c. The Endowment Fund shall provide permanent financial support for HSEAD through growth of asset values and generation of income. Investment activity shall be governed by the provisions of the Investment Policy Statement.
ARTICLE X---AMENDMENTS and/or REVISIONS OF THE BY-LAWS
Section 1. Proposed by-law revisions, amendments, or suspensions shall be approved by a two-thirds vote of the Board of Trustees present at a regular meeting of the Board of Trustees. Notice shall have been given of the proposed change(s) in the call for the meeting.
Section 2. Proposed By-laws changes shall be presented to the entire membership by mail. Upon approval by a quorum of the membership voting by mail, these changes become effective at the next Board Meeting.
Section 3. The provisions of all previous resolutions inconsistent with the provisions of these By-laws are canceled and repealed.
Section 4. The rules contained in The Standard Code of Parliamentary Procedure, 3rd Ed., by Alice Sturgis, shall govern HSEAD in all cases to which they are applicable and in which they are not inconsistent with the By-laws of HSEAD.
ARTICLE XI---FISCAL YEAR ACCOUNTING
The fiscal year of HSEAD shall begin on January 1 and end December 31.
Distribution of Assets: In the event HSEAD shall cease to carry out the objectives and purposes herein set forth, and is dissolved by a two-thirds vote of the membership voting, all business property and assets of HSEAD shall go to such corporation, or corporations, tax-exempt under the provisions of Section 501 (3) (c) of the United States Internal Revenue Code, as may be selected by the HSEAD Board of Trustees.
a. The business properties and assets of HSEAD shall be used for purposes of research, education, preservation, restoration, and recording of originals in the field of Early American Decoration.
b. No part of the remaining assets may be distributed to any officer, trustee or member of HSEAD for any reason.
ARTICLE XIII---INDEMNIFICATION
Except as otherwise provided in Article VII of the Not-For-Profit Corporation Law, the Board of Trustees, by a majority vote, shall have the power to indemnify and hold harmless any and all Officers and Trustees of HSEAD from and against reasonable expenses, including attorney’s fees, actually and necessarily incurred by any such Officer or Trustee in connection with the defense of any action, civil or criminal, arising from the performance of his or her duties for, or on behalf of, HSEAD. The Board shall also have the power to advance to such Officer or Trustee all sums found by the Board, so voting, to be reasonably necessary and appropriate to enable the Officer or Trustee to conduct his/her defense or appeal in such action.
Revised and Approved by the Board of Trustees, September 2010.
Voting results reported in the HSEAD Newsletter no. 92, Fall 2010.
HSEAD at the Farmers’ Museum / PO Box 30 / Cooperstown, NY 13326
(607)547-5667 / www.HSEAD.org / info@hsead.org
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