Bylaws

BYLAWS OF THE CORPORATION

Adopted 1977
Amended 1985, 1989, 1990, 1992, 1993
Supersedes all previous versions, March 1993

BYLAWS OF SOCIETY FOR COMMERCIAL ARCHEOLOGY, INC.

Article 1: Name

This name of this Corporation shall be the Society for Commercial Archeology, Inc. The registered office of the Corporation shall be located in the State of Vermont.

Article II: Purpose

The purpose of the Society is to recognize the unique historical significance of the 20th-century commercial built environment and cultural landscapes of North America, emphasizing the impact of the automobile and the commercial process. To this end, the Society will carry out projects of documentation, education, advocacy and conservation to encourage public awareness and understanding of these significant elements of our heritage.

Article III: Membership

Any person or organization with an interest in commercial archeology shall be eligible for membership and shall become a member upon payment of the dues that may from time to time be set by the Board of Directors. Each member in good standing shall be entitled to one vote upon each matter submitted to a vote of the members. The Board of Directors shall, from time to time, determine other privileges of membership, if any, and shall give notice to the members.

Article IV: Meetings of Members

Section 1. Annual Meeting. The Annual Meeting of the members shall be held at whatever time and place is determined by the Board of Directors for the transaction of such business as may come before the meeting.

Section 2. Special Meetings Special meetings of the members may be called by the Board of Directors or by not less than ten per cent (10%) of the members having voting rights, at a place designated by the Board of Directors.

Section 3. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail to each member entitled to vote at such meeting not less than ten (I 0) or more than fifty (50) days before the date of the meeting, by or at the direction of the President or the Secretary, or the persons calling the meeting. The purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the Corporation.

Section 4. Quorum. Those members attending a properly called meeting shall constitute a quorum for the transaction of the business of the meeting.

Section 5. Proxies. There shall be no voting by proxy at any membership meeting.

Article V: Elections

The election of Directors of the Corporation shall be held annually. Election shall be by mail ballot sent to all members in good standing and shall be undertaken between October 1 and October 31. A minimum of thirty (30) days and a maximum of forty-five (45) days shall be allowed for the return of the ballots from the date of postmark of the election mailing.

Article VI: Board of Directors

Section 1. General Powers. The affairs of the Corporation shall be governed by its Board of Directors, who must be members of the Corporation.

Section 2. Specific Duties. In addition to the duties conferred upon the Board of Directors of any non-profit corporation by the statutes of the State of Vermont, as they now exist and may afterward be amended, the Board of Directors shall have the following specific duties:

a. to establish, review and change if necessary, from time to time, membership policy, dues and privileges.

b. to designate and appoint a Nominating Committee.

Section 3. Number and Tenure. The number of Directors of this Corporation shall be not less than three (3) or more than nineteen (19), and shall consist of the officers, the immediate Past President, and Directors chosen as Directors in groups of three (3). The term of office for those chosen as Directors shall be three (3) years, and the terms of these shall be staggered so that the term of office of one-third of those elected as Directors shall expire in each year. Directors' terms shall coincide with the calendar year. in the first year of existence of the Corporation, one-third of the Directors shall be elected for a one-year term; one-third for a two-year term; and one-third for a three-year term. No person may be elected as Director for more than three (3) consecutive three-year terms.

Section 4. Nomination and Election. Nomination for election to the Board of Directors may be made either by the Nominating Committee or by write-in vote on the annual election ballot. Directors shall be elected by the majority of those members voting.

Section 5. Removal From Office. Any Director may be removed from office, either with or without cause, by two-thirds votes of those members present at any properly warned meeting of the Corporation. Any Board member missing two (2) or more consecutive meetings may be asked by the President to resign.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the Board of Directors, and a person appointed to fill a vacancy shall serve until the next scheduled election, when the membership will choose someone to fill the unexpired term, if any remains.

Section 7. Regular Meetings. The Board of Directors may provide, by resolution, for the time and place for holding regular meetings without other notice than such resolution. Regular meetings shall be held at the principal office of the Corporation in the absence of any designation to the contrary in the resolution.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors, and shall be held at the principal office of the Corporation or at such place as the Directors may determine. Notice of any special meeting shall be given at least five (5) days previous by written notice delivered personally or sent by mail or telegram to each Director at his address as shown in the records of the Corporation.

Section 9. Quorum. One-third (7 of 19) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum of Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 10. Board Decisions. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.

Section 11. Compensation. The Directors shall receive no compensation for their service on the Board, but they may be reimbursed for actual expenses incurred by them in the performance of their duties. Nothing contained in this section shall be construed to preclude any Director from serving the Corporation in any other capacity and from receiving reasonable compensation for those services.

Article VIl: Officers

Section 1. Principal Officers. The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer. No person may hold more than one office at the same time. Except for the first President elected by the membership, each person who is elected as President of the Corporation must have served for at least one (1) full year as a member of the Board of Directors, either as an elected Director or as an officer, prior to election. All officers must be members of the Corporation.

Section 2. Election and Terms of Office. Officers shall be elected by the Board of Directors at the first meeting of each calendar year. Officers shall be elected for one-year terms that coincide with the calendar year.

Section 3. Removal. Any Officer elected or appointed may be removed, after recommendation of the Board of Directors, at a special meeting of the membership called for that purpose.

Section 4. Vacancies. A vacancy in any office for any reason may be filled by the Board of Directors, and the person appointed shall serve until the next annual election.

Section 5. Powers and Duties. The officers shall have such powers and shall perform such duties as may be specified from time to time by resolution or directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of persons of the same title serving in non-profit corporations having the same or similar purposes and objectives as the purposes and objectives of this Corporation.

Article VIll: Committees

Section 1. Nominating Committee. The Board of Directors shall, not less than ninety (90) days prior to the annual election, appoint a Nominating Committee, whose function shall be to nominate candidates for the Board of Directors and for officers, as provided elsewhere in these Bylaws.

Section 2. Other Committees. The President may designate and appoint other committees as needed from among the Board of Directors or general membership of the Corporation. These committees shall not have or exercise the authority of the Board of Directors of the Corporation, except by specific resolution adopted by the Board.

Article IX: Contracts and Financial Matters

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.

Section 2. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers or officers, agent or agents of the Corporation, and in such a manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation.

Article X: Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of meetings of its members and Board of Directors, and shall keep a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any members, or his agent or attorney, for any proper purpose at reasonable times.

Article XI: Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January of each year and end at midnight of the 31st day of December of that year.

Article XII: Waiver of Notice

Whenever any notice is required to be given under the provisions of the Vermont Non-Profit Corporation Act, Title 11, Chapter 19, Vermont Statutes Annotated, or under the provisions of the Articles of Association or by the Bylaws of this Corporation, a waiver thereof in writing signed by' the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice.

Article XIII: Amendment of the Bylaws

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, after proposal for amendment, alteration, or repeal either by the Board of Directors or by ten percent (I 0%) of the membership at a meeting of the membership duly warned for the purpose, upon the vote of two-thirds of those present and voting at the meeting.

I certify that this document is a complete and accurate copy of the amended Bylaws of the Society for Commercial Archeology, lnc.

(signed by Rebecca A. Shiffer 1/10/94, President, SCA)

OFFICER DUTIES AND RESPONSIBILITIES
BYLAWS OF SOCIETY FOR COMMERCIAL ARCHEOLOGY, INC

ARTICLE VII, SEC 5

The following descriptions of Officer duties and responsibilities were adopted by the Board of Directors April 17, 1996 in Los Angeles, California.

PRESIDENT

General Description

The President shall be principal executive officer subject to the control of the Board of Directors. The President shall supervise and control all of the business and activities of SCA and preside at all meetings of the Board of Directors, and perform such other duties as the Board of Directors may prescribe.

Specific Duties

The President shall establish committees and appoint committee chairpersons as the President deems necessary and shall remain current on their activities. The President shall appoint the annual nominations committee and shall keep Board members up-to-date on the status of SCA matters and on Board Committee business and activities on a regular monthly basis.
Act as spokesperson for SCA and represent it in all extra-organizational matters including media interviews and conferences, and represent SCA in its relationship with the Smithsonian Institution.
Arrange for annual meetings, write letters of thanks to contributing SCA members, and from time-to-time write articles for SCA publications.

VICE PRESIDENT

General Description

In the absence or incapacity of the President, the Vice-President shall act as President with all the powers and authority of the President, and shall perform such other duties as the Board of Directors prescribes.

Specific Duties

Manage all incoming mail and open, answer, or redistribute same, and respond to all mail inquiries for membership or general information and act as liaison regarding all member matters.
Maintain and distribute all New Board Member packets.
Oversee the Membership Coordinator and serve on the Finance Committee.

SECRETARY

General Description

The Secretary shall take minutes of all Board of Director meetings and distribute them to all Board members on a timely basis. The Secretary shall act as custodian of all general records of SCA, keep a list of officers and directors, and maintain SCA archives. The Secretary shall perform such other duties as the Board of Directors may prescribe.

Specific Duties

Prepare and distribute Board meeting agenda, correct minutes as directed by the Board and redistribute minutes as corrected, prepare and mail such communications as the President, Vice-President, and Treasurer may require, regularly write the Board Report and distribute same, and receive, answer, or redistribute phone communications.

TREASURER

General Description

The Treasurer shall act as custodian of all funds received or distributed from any source and shall deposit funds in a bank account as designated by the Board of Directors. The Treasurer shall prepare and distribute all financial reports on a timely basis, and shall prepare and file tax returns and tax forms, and reconcile bank statements on a current basis. The Treasurer shall be responsible for all financial record keeping and shall act as Chairperson of the Finance Committee.

Specific Duties

Prepare annual SCA budgets based upon budget requests submitted, receive dues, proceeds, and receipts of whatever kind, make bank deposits, prepare and distribute financial reports for Board meetings as required, pay all bills and reimburse Board members for approved expenditures, arrange for conference calls, prepare and file necessary federal, state and local tax reports, forms, and returns on a timely basis, collect on bad checks and other funds due, and act as custodian for all financial records.

Responsibilities of Directors

Board membership carries with it an obligation of service, primarily a commitment of time, As an all-volunteer organization, the Directors are responsible for conducting the business of the Society.
Although there is no cash contribution or fund-raising quota required for any Board member, a Director does have monetary responsibilities, including attendance at Board meetings and payments for conference calls.
Every member of the Board of Directors of the Society for Commercial Archeology is expected to assist with the operations of the organization in the following manner:

The Board

Serve on the Board for a minimum of one, three-year term and a maximum of three consecutive three-year terms.
Attend Board meetings and participate in conference calls.
Maintain contact and work cooperatively with other Directors.

Activities

Contribute to the organization's publications
Initiate and support projects and activities that further the mission of the SCA.
Serve as a committee member, a committee chair or an officer
Advocacy
Lead and/or support local, regional and national efforts to conserve and preserve the commercial built environment.
Promote the goals of the SCA and public awareness of the SCA's activities

November, 1993

Statement of Purpose

Adopted March, 1993