New England Antique Arms Society, Inc. – BY LAWS
(Revision of September 15, 2007)
Article I — Name, Address and Corporate Seal
1. The name of the Corporation, founded October 8, 1997, shall be the New England Antique Arms Society, Inc., referred to occasionally in these Bylaws as “The Society”.
2. The Society’s address shall be the address of the current Secretary of The Society or such other location designated by the Board of Directors.
3. The Society’s Corporate Seal and Logotype shall be vertically rectangular in form with the words “New England” over a drawing of a Civil War soldier overlaid on a map of New England, over the words “Antique Arms Society.”
Article II — Non-Profit Status
The Society shall be incorporated as a non-profit corporation pursuant to Connecticut law. No Corporate assets or income is distributed to or inures to the benefit of its Officers, Directors, or Members beyond that permitted by Connecticut or Federal law.
Article III — Definitions
1. Collector Arm: as used in these Bylaws, “Collector Arm” means antique firearm, any long gun made prior to 1946, and any edged weapon or pole arm made prior to 1946.
2. Related Artifact: as used in these Bylaws, “Related Artifact” means any item relating to arms or militaria made prior to 1946.
Article IV — Objectives and Purposes
1. To establish in New England a permanent organization for the promotion of friendship among, and for the mutual benefit of, the individuals interested in the collection, preservation and research of Collector Arms and Related Artifacts.
2. To stimulate public interest in and appreciation of Collector Arms and Related Artifacts and the collections of these items.
3. To hold regular meetings for the discussion, display, exchange, purchase and sale of Collector Arms and Related Artifacts, and to provide a forum about all things relevant to The Society.
4. To promote and uphold high ethical standards in the collecting, selling and trading of Collector Arms and Related Artifacts.
5. To sponsor quality shows promoting the Objectives, Purposes and Policies of The Society.
6. The Society is organized exclusively for charitable, religious, educational and scientific purposes under Section 501(c )(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Article V — Policies
1. The Society shall permit the display, trade or sale of Collector Arms and Related Artifacts as defined in Article III.
2. It shall be the responsibility and duty of any individual selling, trading or buying any firearm made after 1898 at a show or meeting sponsored by The Society, to comply with all applicable local, state and federal laws.
3. The Society shall be noncommercial and nonsectarian.
4. The Society’s roster/membership list shall not be distributed outside of The Society.
5. The Society shall cooperate with other organizations to support the advancement of the Objectives and Purposes of The Society.
6. The solicitation of contributions at meetings of The Society shall be prohibited unless authorized by the Board of Directors.
Article VI — Membership
1. Membership in The Society shall be by invitation or application, with prospective members to be screened by the Membership Committee.
2. Society Membership shall be available without regard to race, color, creed, gender or national origin.
3. A candidate for Membership must be at least sixteen (16) years of age and subscribe to the Objectives and Policies of The Society and comply with the provisions of The Society’s Bylaws.
4. The President of The Society, with the consent and approval of the Board of Directors, shall appoint a Membership Committee to serve the President during his/her term of office. The Membership Committee shall consist of five (5) members, one of whom shall be appointed Chairperson by the President.
5. Application for Membership in The Society may be given to a prospective member by a Board member, the Membership Committee or any Society Member in good standing. The person receiving the completed application is encouraged to make any pertinent comments about the prospective member. The application is then to be forwarded to the Membership Committee, or to a Board member who will forward it to the Membership Committee, where the following procedure will be used:
a. The completed application must be sent to the Membership Committee Chairman with the specified initiation fee and current year dues. The application must carry the endorsement of at least one Member who has been in good standing for at least one year. If the prospective new Member is unknown to Members of the Society, alternate suitable references must be provided.
b. The Membership Committee shall review the candidate’s application and shall vote on the acceptability of the candidate. If passed by a majority of the Members on the Committee, candidate’s name will be forwarded to the Secretary of The Society. If the Committee’s vote is negative, the candidate is rejected and he/she will be so notified by the Secretary and all monies shall be refunded. A rejected candidate shall be eligible for reconsideration as a candidate after three years time has elapsed from the date of the original application or at such time that mitigating information is received. The minutes of the Membership Committee’s action taken on each potential candidate shall be recorded on a continuing basis, and these records shall be made available to the Board of Directors upon request.
c. The Secretary will publish the names of accepted prospective candidates for admission in the next quarterly newsletter after receipt of same, and invite comments – favorable or otherwise – to be submitted to any Officer, Director, or Membership Committee member for review. It shall be the duty of those receiving comments to promptly forward all comments to the Membership Chairman. These comments must be received by the Membership Chairman within thirty days after the prospective candidate’s name appears in the Quarterly Newsletter, based on the postmark date of the letter.
d. The Membership Committee shall review all comments received from the Membership relative to a prospective candidate’s acceptability for membership in The Society. The Membership Committee shall vote again on the acceptability of such prospective candidate. If the majority reaffirms the vote of acceptance, the person then becomes a Member of The Society and the Secretary is to be so notified by the Chairman of the Membership Committee.
e. If the majority, after due consideration of all comments, reverses its vote of acceptance, the candidate shall be deemed rejected and shall be so notified by the Secretary in writing, with all of his/her monies returned.
6. Individuals who attended the meeting of The Society on August 27, 1997 are deemed Charter Members
7. Membership shall be conditioned upon payment of annual dues in the amount determined by the Board. Members dropped from The Society due to nonpayment of dues or for any other grounds may be reinstated as a member by invitation of the Membership Committee. Membership shall be based upon a calendar year. Annual Membership dues will be delivered or mailed by each member directly to The Society’s Treasurer.
8. The Board of Directors shall have the power, upon the affirmation of the majority of the Board Members present at any regular or specially called meeting of the Board, to cancel and revoke the Membership privileges of any member of The Society for any of the reasons hereinafter enumerated. Prior to the vote to revoke Membership, the reasons for revoking the Membership shall be presented in a written report and the member given an opportunity to respond.
The following may be grounds for the cancellation and revocation of Membership and Membership privileges:
a. Nonpayment of Membership dues.
b. Conduct in violation or contrary to The Bylaws.
c. Failure to abide by the Rules and Regulations governing Membership meetings, shows
or other similar functions of The Society.
d. Conduct which constitutes illegal or unlawful activities under any governmental law.
e. Any conduct past or present which, in the opinion of the Board of Directors, is detrimental to the best interests of The Society and its Membership.
9. Each member of The Society shall have one vote at any meeting of the Members or by written proxy, as required. Only Members in good standing shall be eligible to participate in Society business and vote or serve in any of The Society’s elective or appointed positions.
10. Life Membership may be bestowed on an individual Member who has contributed to The Society in a noteworthy manner. Nomination for Life Membership can be made by any Member in good standing for review by the Board. If deemed appropriate, the Board, by majority vote, will bestow the honor.
Article VII — Dues and Fees
1. Each Member shall be required to pay an initiation fee as set by the Membership Board of Directors.
2. Each Member shall pay dues for the calendar year, payable on January 1st of that year, in the amount set by the Board of Directors and shall be deemed in default if not paid as of February 1st.
3. If any Member is in default in the payment of his annual dues for a period of sixty (60) days, the Treasurer shall notify said Member that unless such dues are paid within thirty (30) days thereafter, the default will be reported to the Board of Directors. Upon this report being made to the Board of Directors, it may, without further notice, cause the name of said Member to be stricken from the roll of Membership and all rights in respect thereto of said Member shall cease.
4. Life Members shall be exempt from the payment of annual dues.
Article VIII — Officers and Board of Directors
1. The government of The Society shall be vested in its Officers, each of whom shall be a member of the Board of Directors.
2. The Officers shall consist of a President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms, to be elected at the Annual Meeting (see Article XII). Election of Officers shall be by majority vote of The Society members in attendance at this meeting. No person shall hold more than one elective office.
3. Officers shall assume their official duties on January 1st and shall serve for a term of two (2) years,
4. The outgoing President of The Society shall remain as a non-voting member of the Board of Directors for one (1) year.
5. Two additional Board Members shall be elected from the Membership for a term of two (2) years that overlap the regular terms of the elected Officers/Directors. These “Directors-at-Large” will attend all regular meetings of the Officers/Directors and help to provide continuity between administrations.
6. Only Society Members in good standing shall be eligible for elective office.
7. No Director or Officer shall be personally liable for monetary damages for any action or failure to act on behalf of the Corporation unless:
a. The Director or Officer has breached or failed to perform the duties of his or her office in good faith and justifiable reliance; and
b. The breach or failure to perform constitutes willful misconduct or recklessness.
8. The Society will have Fiduciary Bond Insurance applying to those Officers and Directors of The Society responsible for handling its funds.
Article IX — Duties of the Board of Directors
1. The duties of the Board of Directors shall be:
a. To transact the necessary business of The Society during the intervals between meetings of The Society and such other business as may be referred to the Board.
b. To create Standing Committees as necessary to conduct the business of The Society and fulfill the Objectives and Purposes of The Society.
c. To approve the plans of work of the Standing Committees.
2. The Board of Directors shall be subject to the Statutes of the State of Connecticut, the Articles of Incorporation, and these Bylaws.
3. No Society business shall be transacted except by a majority vote of a quorum of the Board of Directors. A quorum shall consist of five (5) Board Members.
4. Vacant Directorships shall be filled for the unexpired portion of the term. This is to be done by way of appointments made by the Board.
5. Meetings of the Board of Directors shall be held at such times and place as may be specified by resolution of the Board of Directors. If no such resolution shall be in effect, regular meetings of the Board of Directors shall be called in the manner hereinafter provided with respect to Special Meetings of the Board of Directors.
6. Special Meetings of the Board of Directors may be called by the President or shall be called by the President upon written request of any two (2) Directors. If the President shall not call such meeting within fifteen (15) days after the receipt of such written request, the Directors making such request may call the meeting. At least two (2) days’ oral or written notice of each Special Meeting starting date, time and place of the meeting shall be given to each Director.
7. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present shall be required for action by the Board of Directors on any matter whatsoever. A Director may participate in a meeting of the Board of Directors by means of conference telephone, or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting by such means shall constitute presence in person at such meeting.
8. The Board of Directors may periodically, upon a majority vote, order an outside audit of The Society funds.
Article X — Duties of the Officers
1. President — The President shall be the Chief Executive of The Society and shall preside at all meetings of The Society and the Board of Directors at which he/she may be present. The President shall further perform such duties as may be prescribed in these Bylaws or assigned to him/her by The Society or by the Board of Directors and shall coordinate the work of the Officers and Committees of The Society in order that the Objectives and Basic Policies of The Society may be promoted. The President, with the consent and approval of the Board of Directors, shall appoint such standing and special committees, as he/she deems necessary. The President shall be an ex-officio member of all committees, with the exception of the Nominating Committee.
2. Vice-President — The Vice-President shall act as surrogate to the President and shall perform the duties of the President in his/her absence or disability. The Vice-President shall perform any duties as directed by the President or the Board of Directors. The Vice-President shall be responsible for scheduling the location and date of Society meetings and special meetings and shall coordinate all activities at the meetings.
3. Secretary — The Secretary shall give at least two weeks notice to The Society’s Members of the time and place of any regular or special meeting of the Members, and the Secretary shall keep a record of all meetings of The Society. The Secretary shall conduct all correspondence at the direction of the President or the Board of Directors. and keep all the records. The Secretary shall prepare for the election of new Members, issue Membership badges, and keep records of the Members and their addresses. The Secretary shall perform such other duties as may be assigned to him/her at a meeting of the Membership by the President or the Board of Directors. The Secretary shall be responsible for the publishing of a quarterly newsletter.
4. Treasurer — The Treasurer shall collect all Member and initiation dues. The Treasurer shall be authorized to expend such sums for the expenses of The Society as may be necessary. The Treasurer shall keep records of the financial condition of The Society and give a statement thereof at each meeting of the Membership and perform such duties as the Members or the Board of Directors shall assign. The Treasurer shall have custody of all funds of The Society and shall deposit same in a bank approved by the Board of Directors. The Treasurer shall provide the Board of Directors with a quarterly written financial statement. The Treasurer shall submit a detailed written report at the Annual Meeting of the receipts and disbursements for the proceeding year. The Board of Directors, at its discretion, upon a vote of the majority of its Members, can order an audit of The Society’s funds by an outside auditor. The Treasurer shall obtain bonding at The Society’s expense.
5. Sergeant-at-Arms — The Sergeant-at-Arms shall be responsible for the policing of all tables at The Society’s meeting and shows. The Sergeant-at-Arms shall have full responsibility for enforcing the Bylaws of The Society and its Rules and Regulations as approved by the Board of Directors.
The President may appoint Society Members to assist the Sergeant-at-Arms, or the Sergeant-at-Arms may appoint them, in policing at shows and meetings when deemed necessary. All Board Members shall be considered assistants to the Sergeant-at-Arms. Adjudication of disputes over any item presented for display, trade or sale will be the responsibility of the Sergeant-at-Arms. The Sergeant-at-Arms’ decision requesting removal of an item from Members/vendors tables because of nonconformance with the objectives and/or Basic Policies of The Society shall be complied with immediately. Failure to comply with the decision of the Sergeant-at-Arms may result in expulsion from The Society and/or show(s).
6. All Officers and Directors shall perform their duties in conformance with parliamentary procedure as stated in “Robert’s Rules of Order” in addition to those stated in these Bylaws.
7. All Officers and Directors shall promptly deliver all official materials in their possession to their successor at the end of their term of office.
Article XI — Nominating Committee
1. A Nominating Committee shall be appointed by the President, with the consent of the Board of Directors, no later than three months prior to the Annual Meeting to propose a slate of candidates for the Officers and Directors positions. The Nominating Committee shall consist of three (3) Members. One of the Committee Members will be appointed chairperson.
2. No later than one month prior to the Annual Meeting, the Nominating Committee shall publish to the Membership a recommended slate of candidates who have agreed, if elected, to serve for the ensuing term(s) of office.
3. When two or more candidates for the same office are nominated, the vote for that office shall be taken by secret ballot of those Society Members present at a meeting called for that purpose, and the candidate receiving more than one-half of the votes shall be elected. If none of the candidates for the same office receives more than one-half of the votes cast for the office, there shall be a run-off election by secret ballot with only the two top vote recipients as candidates. Those persons who will tabulate any secret balloting shall be chosen by the President.
Article XII — Meetings
1. Regular Member meetings shall be held at least four (4) times a year at such times and places as the Board of Directors may from time to time select. If a dinner is scheduled prior to a meeting, each Member is responsible for the cost of their his/her dinner. If there is a rental fee for a display table requested by a Member, it is the Member‘s responsibility to tender such fee. The Board of Directors may authorize the President to change meeting dates or cancel meeting dates no more than twice a year if it is in the best interest of The Society.
2. Invited guests must be accompanied by a Member of The Society in good standing. Guests will be responsible for their cost of their dinner, if so served.
3. One meeting of The Society, normally the Fall Meeting, shall be designated as “The Annual Meeting” of The Society for corporate purposes. Election of Officers and Directors will be held at that time, if needed.
4. All meetings of The Society will be subject to these Bylaws and such Rules and Regulations as may be imposed by the Board of Directors.
Article XIII — Shows
1. The Society shall sponsor up to two shows a year, open to the public as directed by the Board of Directors. The President, with the consent and approval of the Board of Directors, shall appoint a Show Committee consisting of at least three (3) Society Members, one of whom shall be the Chairperson.
2. All Society shows shall be conducted in accordance with The Society Bylaws and those Rules and Regulations imposed periodically by the Board of Directors and/or the Show Committee.
3. A donation in an amount approved by the Board of Directors shall be requested of all who attend Society shows.
4. Items displayed on show tables are regulated by The Society Bylaws and enforced by The Society Sergeant-at-Arms (see Article V, Paragraph 1 and Article X, Paragraph 5). Violators of show and Bylaws rules shall be notified of same and may be denied participation in future Society shows.
5. The Society shall obtain liability and property damage insurance as a protection against claims incurred by sponsoring these shows.
6. The Society shall have Fiduciary Bond Insurance applying to those on the Show Committee responsible for handling The Society’s funds.
Article XIV — Amendment of the Bylaws
1. These Bylaws may be amended, repealed or altered as provided below at any regular or special meeting of The Society , or by written ballot mailed to all Members.
2. A proposal for a change in The Society’s Bylaws may be made by any member by written petition, co-signed by nine other Members in good standing and submitted to the Secretary. In addition, the Board of Directors may appoint a Bylaws Review Committee periodically for the purposes of examining these Bylaws and making recommendations for updating and/or correction. The Secretary shall bring the proposal to a meeting of the Board of Directors. The Board of Directors may approve and recommend to The Society any amendments, repeal or alteration in whole or in part of The Society’s Bylaws. If approved by the affirmative vote of a majority of the Board of Directors, the proposed changes shall be presented for a vote at a meeting of the Members of The Society.
3. Prior to any vote by The Society Membership to amend, repeal or alter The Society’s Bylaws, copies of the proposed changes to the Bylaws shall be distributed by mail to the entire Membership with either (1) a notice to vote at the designated Society meeting, or (2) a written ballot to be cast by each Member and returned to the Secretary on or before a specific date. In the case of written ballots, at least two weeks (beginning on the date the ballots are mailed) must be allowed to permit Members a reasonable opportunity to return their ballots. Ballots post-marked after the designated date shall not be counted.
4. In order to be adopted, proposed Bylaws changes must be approved by a simple majority of the Members of the Society.
Article XV — Indemnification
1. The Board of Directors of The Society shall have the power, on behalf of The Society, to indemnify any person or party, including themselves, in writing, and in accordance with the provisions of the non-profit Corporation Laws of the State of Connecticut (CCS Sec. 33-1000 et seq., including, but not limited to, CGS Sec. 33-1116-1124).
2. The Society shall and hereby does indemnify the following persons (each referred to as an Indemnified Person) subject to the limitations described below:
a. any Member of The Society acting as a duly elected Officer and/or Director of The Society; and
b. any Member of The Society duly appointed and serving as a committee member acting on behalf of The Society; and
c. any Member of The Society acting as an official or assistant at a show or other event sponsored or conducted by The Society.
3. The Society shall and hereby does indemnify each such Indemnified Person from and against any claims or liabilities (including reasonable attorney’s fees) and any judgment, decree, fine or penalties imposed on him for any act or omission committed or incurred while acting on behalf of The Society, and reimburse him/her for all legal and other expenses reasonably incurred by him/her in defense thereof at such times and upon such terms as provided by governing law; provided that there shall be no obligation to reimburse, partially or wholly, such person for claims or liabilities determined by a court to have constituted willful misconduct, negligence or recklessness.
4. The right of indemnification herein provided shall not be exclusive of any rights to which any Indemnified Person may otherwise be entitled by law.
5. The Society shall have the power to purchase and maintain insurance, on behalf of any Indemnified Person against any liability asserted against him/her and incurred by him/her in accordance with the provisions of the said non-profit corporation laws of the State of Connecticut.
Article XVI — Dissolution
Upon the dissolution of The Society, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose.
Certified by the Secretary of The New England Antique Arms Society, Incorporated as the Bylaws adopted by the Members on this 15th day of September 2007.
Richard C. Meyer