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BY-LAWS 

The Ephemera Society of America, Inc.

March 2026

ARTICLE ONE: NAME

The name of this organization, registered as a 501(c)3 non-profit corporation in the state of Vermont, is The Ephemera Society of America, Inc., hereinafter referred to as the Society. 

ARTICLE TWO: PURPOSE

The purpose of the Society shall be to cultivate and encourage interest in ephemera and the history identified with it, and to promote the personal and institutional collection, preservation, exhibition, and research of these materials.

ARTICLE THREE: MEMBERSHIP AND DUES

Section 3.1 Regular Membership. Regular membership is open to all interested persons, organizations, institutions, and businesses upon payment of dues for one year from receipt of said dues. Any member becoming more than two (2) months in arrears may be be removed from the roster and forfeit membership in the Society. Any Society membership may be revoked, should such action be deemed advisable, by a two-thirds of the Board of Directors and a written notice mailed to the person or organization against being removed.

Section 3.2 Membership Categories, Dues and Privileges. Various membership categories with specified dues and privileges are to set by the Board of Directors, and may be modified at any time time by a two-thirds of the Board.

ARTICLE FOUR: BOARD OF DIRECTORS

Section 4.1 Definitions. The Board of Directors, hereinafter referred to as the Board, shall consist of Officers and Directors. The Officers—President, Vice President, and Treasurer—shall be currently seated board members. Each Officer and Director shall be of lawful age. The number of Directors may be increased or decreased by amendment to the by-laws provided that the number of Directors shall be no fewer than three. The offices of President, Vice President, and Treasurer and the employee position of Administrative Director must be held by four different persons.

Section 4.2 Nominations and Elections. Membership in the Society is a prerequisite for Board membership. Any member of the Society may be considered for election to the Board. When additional Directors are needed to populate the Board, the Nominating Subcommittee of the Executive Committee shall:

  • in timely fashion announce all upcoming vacancies to the general membership and accept for consideration any candidate put forth
  • evaluate and vet all potential candidates
  • confirm the willingness of each favored candidate to serve
  • recommend a slate of candidates in the number required to the Board for a vote

Following approval of a final slate (with or without modification) by a two-thirds vote of the Board, a profile of each incoming Board member will be published in the Fall issue of The Ephemera Journal. New Board membership terms will commence on January 1st of the following year.

Whenever a new President and/or Vice President is required, the Nominating Subcommittee of the Executive Committee shall issue a call to the Directors for nominations—including self-nominations—and will consider all other appropriate candidates; and will present its recommendation(s) to the Board for a confirming vote. Should any self-nominated Board member not be amongst those recommended for a officer position, that person will have the right to have his/her candidacy considered by the Board. A two-thirds vote of the Board is required to elect each incoming officer. The position of Treasurer is a presidential appointment, chosen from seated Directors and subject to ratification by a two-thirds vote of by a quorum Board.

Section 4.3 Terms of Directors and Officers: The term for each elected Officer or Director shall be for three years, which terms begin on January 1st of any given year. No Director shall serve more than two consecutive three-year terms, but any director may choose to stand to serve again after having been off the board for at least three years. The President may serve in that position for one three-year term only, lifetime. The Vice President and the Treasurer serve three-year terms but if after serving one term as an Officer remain eligible as Board members to serve for a second consecutive three-year term, may chose to continue as Officer for that second three-year term, if so approved by a majority vote of the Board, or to serve the second term as a Director only.

Section 4.4 Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board. Any such resignation shall take effect on some specified date; or, if no date is specified, upon receipt thereof by the President. Unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5 Removal. Any Officer or Director may be removed by the Board whenever in its judgment the best interests of the Society will be served thereby.

Section 4.6 Pro Tempore Vacancies. Any Director’s seat becoming vacant for any reason during a term shall be filled by  a Society member appointed by the Executive Committee and ratified by a two-thirds vote of the remaining Board, to serve the unexpired term. Subsequently, any such person would then be eligible to serve for the normal two consecutive three-year terms, if nominated and elected by due process.

Section 4.7 Accountability. Unless further research or investigation is required, all topics brought before the Board at the annual meeting shall be discussed and receive prompt action by two-thirds vote of a quorum of the Board present.

Section 4.8 Directors Duties. The Board shall formulate the general policy of the Society, make recommendations, and perform such duties as necessary for the welfare of the Society. Directors will have the following specific responsibilities:

  • Oversee the operations of the Society and the functions of its Administrative Director, Officers, and Committees.
  • Ratify and develop current Society strategy, programs, and activities. Review, amend as necessary,  and approve any long-range planning.
  • Review and ratify the annual budget.
  • Approve any requested expenditures not previously included in the annual budget.
  • Approve all Society meeting dates, sites, and programs proposed
  • Elect or replace Directors and Officers as necessary and as specified in these by-laws.
  • Review and approve the selection of an Administrative Director, and compensation for the position
  • Review the activities of each committee and create any additional committees deemed appropriate

Section 4.9 Committees. Each committee shall have a minimum of two people, and have as Chairperson a member of the Board. Committee Chairpersons shall be selected from the Board by the President subject to Board approval. The President shall be an ex-officio member of all committees. Each committee shall maintain its own records, and make reports to the Board as appropriate and on demand.

Section 4.10 Ex-officio members: 

4.10.1  The immediate past president of the Society may attend Board meetings for one subsequent year as a non-voting ex-officio member.

4.10.2  The Editor of The Ephemera Journal, the Editor responsible for the eNews and Social Media communications, and the Conference Committee Chair shall serve as ex officio members of the Board of Directors. Such ex officio members shall be entitled to notice of and attendance at all meetings of the Board and may participate in discussions but shall not be entitled to vote.

ARTICLE FIVE: OFFICER DUTIES

All Officers of the Society shall exercise the powers and shall perform the duties incident to the offices, subject to the direction of the Board.

Section 5.1 President. The primary task of the President shall be to oversee the operation of the Society, to insure its  continuity, and to serve as the symbolic leader of the Society. The President shall be subject generally to the direction of the Board. The President shall be responsible for the following minimum duties:

  • Cultivate public awareness of the Society and its goals
  • Work with the other Officers and the Administrative Director, executing and communicating the decisions of the Board
  • Develop an agenda, preside at, and conduct Board meetings
  • Review the annual budget to be ratified by the Board working with the Executive Committee and Treasurer      
  • With the Treasurer and Administrative Director, annually submit, as necessary all required tax returns and non-profit corporation status reports with the state wherein the Society is registered
  • Serve as member ex-officio of all Board committees

Section 5.2 Vice President. This Officer shall be a back-up to the President, serving on the President’s behalf in the absence of the President or as delegated. The powers and duties of the Vice President are derived only from delegated Presidential powers. The Vice President is considered to be next in line for the Society Presidency, if so recommended by the Nominating Committee in accordance with Section 4.2.

Section 5.3 Treasurer. The prime responsibility of the treasurer shall be to oversee the financial stability of the Society. The treasurer shall perform such functions, and make such reports to the Board of Directors as the Executive Committee shall prescribe.

ARTICLE SIX: PAID PERSONNEL

The Society shall employ paid personnel, as necessary and when budgeted and approved by two-thirds of the Board, to administer and/or execute the day-to-day activities and the programs, finances, and goals of the Society. Such paid personnel shall include, but not be limited to Administrative Director, Ephemera News Editor, and Ephemera Journal Editor.

Section 6.1 Administrative Director. The Board shall employ a paid, qualified Administrative Director who shall devote a minimum average of 30 hours per month to the management of the Society. The Administrative Director is subject to the direction of the Board and shall work in concert with the President and Executive Committee to oversee the day-to-day management of the Society and to promote and accomplish the programs of the Society as directed by the Board. 

The Administrative Director shall have no power to make motions, vote or hold office in the Society on the Board of Directors Executive Committee or Board committees. The Administrative Director is empowered represent or to act on behalf of the Board and the Society only as specified in these by-laws.

The Administrative Director shall be responsible for the following tasks:

  • Attend all scheduled meetings of the Board and the Society
  • Maintain the books of account, and have responsibility for the daily financial operations of the Society as governed by the annual budget and subject to the direction of the Treasurer and the Board
  • Maintain adequate checking and/or savings account(s), or any others as directed by the Treasurer and/or the Board
  • Receive and deposit all Society cash income items derived from dues, fees, and fund-raising revenues
  • Pay all invoices, expenses and claims against the Society as authorized by the President and/or Treasurer
  • Keep accurate records of all transactions
  • Supervise the other paid employees of the Society at the direction of the President and Executive Committee and with the approval of the Board of Directors
  • Have stewardship for and supervision, with the Treasurer, of Society financial accounts and records, Society materials and property, and any real estate
  • Approve, with consent of the Treasurer, all budgeted expenses and claims against the Society
  • Ensure, with the Treasurer and President, the preparation and submission of all annual tax and incorporation status forms
  • Be responsible for all printing materials and publicity relative to the Society by arranging for bid solicitation and contracted services
  • Oversee the production, printing, and mailing of Society publications, including the Ephemera News, the Ephemera Journal, and the annual membership directory
  • Oversee, with the Website Subcommittee, and participate as appropriate in the functioning of the Society web-site and social media
  • Publicize the Society and its programs, activities, and functions and handle press releases
  • Oversee the planning and execution of the annual conference and fair
  • Receive direction in accordance with the policy of the Board through the President and ensure that whatever instructions the Board may give are carried out

ARTICLE SEVEN: EXECUTIVE COMMITTEE

Section 7.1 Definition. This Committee shall consist of the President, Vice President, Treasurer and immediate Past President as a non-voting ex-officio member. Any two Officers of the Executive Committee constitute a quorum. The Executive Committee may act through meetings, by telephone, or by electronic or mails communications.

Section 7.2 Purpose. The Executive Committee shall act on behalf of the Board between scheduled meetings. Actions and decisions required of the Board may be executed by the Executive Committee, subject to subsequent ratification by the Board.

Section 7.3 Long-Range Plan. At the request of the Board of Directors, the Executive Committee shall prepare and present a long-range plan for consideration by the Board.

Section 7.4: Limitations. The Executive Committee shall exercise all the powers of the Board in the management of the affairs, property, and business of the Society, except that the Executive Committee shall have no authority as to the following matters without Board approval:

  • Amending, altering, or repealing the by-laws
  • Amending, altering, or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by the Executive Committee.
  • Electing, appointing, or removing any Officer or Director of the SocietyAmending the Articles of Association, restating the Articles of Association, adopting a plan of merger, or adopting a plan of consolidation with another corporation.Adopting a plan for the distribution of the assets of the SocietyAuthorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Society
  • Authorizing the voluntary dissolution of the Society or revoking proceedings therefore, in a manner not in accordance with Article 12 of these by-laws

ARTICLE EIGHT: FINANCES

Section 8.1 The General Operating Fund. To include income derived from dues, fees, and fund-raising revenues. This fund to be used for he day-to-day expenses associated with Society business and activities, including all publication costs of the Ephemera News, Ephemera Journal, the annual membership directory, and all salaries; and to follow the proposed annual budget prepared each year by the Treasurer. Its management is a prime responsibility of the Administrative Director.

Section 8.2 The Permanent Fund. To consist of donations, bequests, securities, contributions and other monetary gifts to the Society. It is the responsibility of the Executive Committee with the assistance of the Treasurer to deposit said funds in  accredited financial institutions, to recommend investment or sale of said funds, and to adhere to the following:

          8.2.1 No part of the permanent fund shall be used at any time except by recommendation of the Executive Committee and the Treasurer and with a two-thirds vote of all Board members. 

          8.2.2 A financial statement issued by a bank or bank official shall be submitted annually to the Board with a list of donors who have honored the Society with their gifts.

Section 8.3 Loans. No loans shall be made by the Society to any Officer, Director, Administrative Director, member, or non-member.

Section 8.4 Expenditures. No Officer, Director, Administrative Director, member, or non-member may incur any debt, incidental or otherwise, on behalf of the Society either by written or spoken contract, excepting previously budgeted and ratified expenses.

Section 8.5 Deposits. All funds of the Society shall be kept and maintained in the accounts in the name of the Society in such bank or banks or depositories as may be designated by the Treasurer with the approval of the Board.

Section 8.6 Withdrawals. All withdrawals shall be made by check in the name of the Society and shall be signed by the authorized signatories as provided by resolution of the Board. Surety company bonds, the premium for which shall be paid by the Society, may be required for all persons authorized to sign checks.

Section 8.7 Donations. Donations, bequests, and devises may be accepted by the Society from any persons, firms, or institutions upon such terms and conditions as may be prescribed by the Board and in accordance with Section 9.2 of these by-laws.

ARTICLE NINE: MEETINGS

Section 9.1 Parliamentary Authority. The deliberation of all Board and Society meetings shall be governed by the current edition of Robert’s Rules of Order, revised.

Section 9.2 Regular Annual Board Meeting. The annual meeting of the Board of Directors shall be conducted by the President and shall be held in conjunction with the annual conference and fair and at such time and place as the Board may fix.

Section 9.3 Regular and Special Board Meeting Quorums. At every meeting of the Board, the presence of not less than one-third of the entire Board shall constitute a quorum for the transaction of business. All matters shall be decided by a vote of two-thirds of the Board then present.

Section 9.4 Special Board Meetings. A special meeting of the Board, or a second “mid-year” meeting of the Board, may be called at any time by request by any Officer or any Board member, if confirmed by a two-thirds of the entire Board. Any such meeting shall be held at such time and place as shall be determined by the Board.

Section 9.5 Action without Meeting. Any action required or permitted to be taken by the Board may be decided without a formal meeting if deemed necessary by the President or the Executive Committee, or by a quorum of the Board. Members of the Board may participate and conducted business by means of telephone, conference telephone, or email.

Section 9.6 Annual Membership Meeting. An annual meeting of the Society membership shall be conducted by the President and shall occur during the course of the annual conference and fair on such date, at such time, and at such place as the President shall fix.

Section 9.7 Notice of the Annual Membership Meeting. Notice of the annual membership meeting stating the time and place thereof will be published in the winter issue of Ephemera News and in each annual conference program.

ARTICLE TEN: ETHICS

Section 10.1 Self-Interest. No Director, Officer, or Administrative Director may ever use the influence, voting, or motioning privileges of the office, or knowledge gained as an agent of the Society, to indulge in whole or in part in any self-serving agenda, benefit or enrichment. No payments will be made to any Officer or Director except as reimbursement for approved out-of-pocket expenses incurred for exclusive benefit to the Society, and documented in full by receipts. Payment for Board member meals occurring on Board meeting days may or may not be considered an organizational expense and paid by the Society, depending on the decision of the Board.

Section 10.2 Gifts and Favors. No Director, Officer, or Administrative Director may solicit or accept any gift, favor, or form of payment from any member or any other person, corporation, or group who has or may seek a business, financial, or professional relationships with the Society.

ARTICLE ELEVEN: BONDING AND INDEMNIFICATION

The Society may bond the Treasurer, Administrative Director, and any other Board members or agents as it may deem necessary. The Society shall also insure and indemnify the Administrative Director, Officers, Board members, employees, or agents of the Society provided that any action, suit, or proceeding is not the result of actions taken by the individual purposely in opposition to the best interests of the Society. Procedures and conditions of bonding and indemnification will be prepared, approved, enacted, and reviewed by the Board. Said procedures and conditions will be written as policies separate from, but binding to these by-laws.

ARTICLE TWELVE: DISSOLUTION OF THE SOCIETY

Section 12.l Notice of Dissolution. If through necessity the Society must be dissolved, a written notice must be sent to all members stating the reason(s).

Section 12.2 Payment of Final Liabilities and Disbursement of Final Assets. The Board shall pay or make provision for payments of all liabilities of the Society. Any remaining assets, subject to the laws of the state in which the Society is currently registered, shall be sold or distributed to a like non-profit or charitable organization recommended by the Executive Committee and approved by the Board.

ARTICLE THIRTEEN: AMENDMENT TO BY-LAWS

The by-laws may be amended or repealed, or new by-laws adopted, by a two-thirds vote of the Board of Directors.