Our By-Laws

BY-LAWS 

The Ephemera Society of America, Inc.

May 2020

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 removed from the roster and forfeit membership in the Society. Any Society membership may be denied or revoked, should such action be considered advisable, by a two-thirds vote of Board members then participating, to be followed by written notice mailed to the person or organization being denied or revoked.

Section 3.2 Membership Categories, Dues and Privileges. Various membership categories with specified dues and privileges are to be set by the Board of Directors, and may be modified at any time by majority vote of Board members then participating.

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—concurrently serve as seated board members. Each Officer and Director shall be of lawful age. The number of Directors may be increased or decreased by majority vote of Board members then participating, provided that the number of Directors shall never be 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 accept for consideration any qualifying candidate put forth;

  • evaluate and vet each potential candidate;
  • confirm the willingness to serve of each candidate under consideration;
  • 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 promptly be provided to the full membership through the Society’s publications and its website. 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 also consider any other appropriate candidates; and will present its recommendation(s) to the Board for a confirming vote. A two-thirds vote of the Board is required to elect an incoming officer. Should any self-nominated Director not be included amongst those recommended by the Nominating Subcommittee for an officer position, that person will have the right to have his or her candidacy specifically considered by the full Board.

The Nominating Subcommittee is composed of the President, the Vice-President, the Treasurer and at least two other Society Directors or other members.

The position of Treasurer is a presidential appointment, chosen from currently seated Directors and subject to ratification by majority vote of Board members then participating.

Section 4.3 Terms of Directors and Officers: The term for each elected Officer or Director shall be for three years, each term to begin on January 1st of the appropriate year. No person shall serve as a Director for more than two consecutive three-year terms, but any Director may offer to serve again after having been off the board for at least two years. 

A person who is completing a sixth consecutive year as a Director may be elected to serve as the next President or Vice-President for one additional three-year term (thus resulting in nine consecutive years of service); that person would then become ineligible for further Officer or Director service until after having been off the board for at least two years. 

Upon taking office, a new President will select a Director to become Treasurer if a new Treasurer is at that time needed. A person who is completing a sixth consecutive year as Treasurer may then be selected to serve as Treasurer for one additional three-year term (thus resulting in nine consecutive years of service); that person would then become ineligible for further Officer or Director service until after having been off the board for at least two years.

After a Vice President or a Treasurer has served an initial three-year Board term as an Officer, that person may continue to serve as an Officer for a second three-year term if so desired; or may instead opt to serve a second three-year term as a Director only.

The current Vice-President has traditionally become the next President; however, the ultimate responsibility for forwarding a recommended slate of Officers and Directors belongs to the Nominating Subcommittee (Section 4.2 above). As the sitting Vice-President is a member of that Nominating Subcommittee, that Vice-President shall recuse themself from voting on that particular nomination.

Section 4.4 Resignation. Any Officer or 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 Board. Official Society acceptance of such resignation shall not be necessary to render it effective.

Section 4.5 Removal. Any Officer or Director may be removed by a two-thirds vote of Board members then present whenever in the Board’s 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 may be filled by another

Society member appointed by the Executive Committee and ratified by a two-thirds vote of the remaining Board to serve out the unexpired term. Subsequently, any such person would then be eligible to serve for the normal two consecutive three-year terms, 

if so nominated by the Nominating Subcommittee and elected by due process.

Section 4.7 Accountability. All topics brought to the attention of the Officers and Board at the annual members meeting ( Section 9.6 ) shall be therein discussed, and if necessary receive prompt further attention during a subsequent meeting of the Board.

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 have the responsibility to:

• 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;

• Consider for approval any requested expenditures not previously authorized or budgeted;

• Approve all Society meeting dates, sites, and programs;

• Elect or replace Officers or Directors as necessary and as specified in these by-laws;

• Review and approve the selection of an Administrative Director, and set 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 members, and have as Chairperson an Officer or a Director. 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: The immediate past president of the Society may attend Board meetings for one subsequent year as a non-voting ex-officio member.

ARTICLE FIVE: OFFICER DUTIES

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

Section 5.1 President. The responsibility of the President shall be to oversee the operation of the Society, to insure its scontinuity, and to serve as a fitting representative 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:

• To cultivate public awareness of the Society and its goals;

• To work, along with with the other Officers and the Administrative Director, to execute and communicate Board decisions;

• To develop an agenda, preside at, and conduct Board meetings;

• To review the annual budget to be ratified by the Board working with the Executive Committee and Treasurer;

• To assure submission as necessary of all required tax returns and non-profit corporation reports.

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 as the Executive Committee shall prescribe.

ARTICLE SIX: PAID PERSONNEL

The Society shall employ paid personnel, as necessary and when budgeted and approved by 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, the Administrative Director, the eNews Editor, and the 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, to vote, to concurrently serve as an Officer of the Society, to concurrently serve on the Executive Committee or on the Board, or to serve as member of any Board committee (other than in an advisory, ex officio capacity). The Administrative Director is empowered to 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;
  • Oversee with the Website Subcommittee and participate as appropriate in the functioning of the Society website 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;
  • Maintain copies of all Board meeting materials minutes and committee reports. Keep custody of all current Society archival materials and deliver same to the Winterthur Museum, Garden and Library annually for safekeeping.

ARTICLE SEVEN: EXECUTIVE COMMITTEE

Section 7.1 Definition. This Committee shall consist of the President, Vice President, and Treasurer. Two or more Society Officers constitute a quorum. The Executive Committee may act by meeting personally, by telephone, or by digital electronic communication.

Section 7.2 Purpose. The Executive Committee may take timely actions on behalf of the Board between scheduled meetings, all such actions being 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 be responsible for the 

development of a Society long-range plan, including priority goals, 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 without previous Board approval:

• To amend alter or repeal any portion of these by-laws;

• To amend alter or repeal any resolution of the Board;

• To elect appoint or remove any Officer or Director of the Society;

• To amend the Society’s Articles of Association restate the Articles of Association adopt; any plan of merger or adopt any plan                of consolidation with another corporation;

• To adopt any plan for the distribution of the assets of the Society;

• To authorize the sale lease exchange or mortgaging of any Society property or assets;

• To authorize the voluntary dissolution of the Society in a manner not in accordance with Article Twelve of these by-laws.

ARTICLE EIGHT: FINANCES

Section 8.1 The General Operating Fund. The General Operating Fund includes income derived from dues, fees, and fundraising revenues. This Fund is to be used for the day-to-day expenses associated with Society business and activities, including all publication costs, salaries, and other items included  in the annual budget approved each year by the Board. The management of this Fund is a prime responsibility of the Administrative Director. 

Section 8.2 The Permanent Fund. When cash on hand consistently exceeds twelve months of operating expenses, the surplus cash shall be put into a permanent fund for the purpose of best realizing a financial return and with the intent of keeping the principal amount intact while using the investment income for specific programs and/or to support ongoing operations.

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 approved by majority vote of Board members then participating. 

8.2.2 A financial statement issued by a bank or bank official shall be made available annually to the Board, along with a list of all financial contributors to the Society.

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 approved budgeted 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 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 only by

signatories authorized by 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, if so directed by majority vote of Board members then participating.

Section 8.7 Donations. Donations, bequests, and devises may be accepted by the Society from persons, corporations, organizations, institutions, or businesses in accordance with such terms or conditions which may be prescribed by the Board.

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 Newly 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. The participation of not less than one-third of the current Directors shall constitute a quorum for the transaction of Board business. All matters shall be decided by a majority vote of Board members then participating, except where otherwise specified in these by-laws.

Section 9.4 Special Board Meetings. A special meeting of the Board may be scheduled by the Executive Committee or by the Board, if needed to conduct Society affairs. A second, mid-year Board meeting may be scheduled by majority vote of the Board members then participating. All such meetings shall be held at a time and place 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 meeting 

in person if deemed necessary by the President or the Executive Committee. As well as in person, the Board may conduct business by telephone or by digital electronic communication.

Section 9.6 Annual Membership Meeting. An annual meeting of the Society membership shall be conducted by the President and will usually occur during the course of the annual conference and fair on such date, at such time, and at such place as the Society shall fix. Notice of the annual membership meeting stating the time and place thereof shall be given to the membership in timely fashion.

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 relationship with the Society.

ARTICLE ELEVEN: BONDING AND INDEMNIFICATION

The Society may bond the Treasurer, Administrative Director, and any other Board members it may deem necessary. The Society shall also insure and indemnify its Officers, Directors, and Administrative Director, 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 may be prepared, approved, enacted, and reviewed by the Board.

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 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

These by-laws may be amended or repealed, or new by-laws adopted, by a two-thirds vote of Board members then participating. The by-laws shall be annually reviewed by the Officers and Directors.