FAGCA Bylaws

ARTICLE I. NAME AND LOCATION
Section 1. NAME.  The name of this organization shall be the Fenton Art Glass Collectors of America, Inc.  (“FAGCA”).
Section 2. HEADQUARTERS.  The headquarters of the Fenton Art Glass Collectors of America, Inc., shall be in the city the Board of Trustees designates.
ARTICLE II. EMBLEM AND MOTTO
Section 1. EMBLEM.  The emblem of this organization shall be a Fenton butterfly.
Section 2. MOTTO.  The motto of this Corporation shall be: “It’s fun fluttering around finding Fenton Art Glass.”
ARTICLE III. ORGANIZATIONAL STATUS
Section 1. NATURE.  Fenton Art Glass Collectors of America, Inc. shall exist as a 501(c)(3) nonprofit and operate as a nonpolitical Corporation.
Section 2. LIMITATIONS.  No individual member or chapter shall use the name “Fenton Art Glass Collectors of America, Inc.,” or the mailing list for personal profit, or in any way do anything damaging or detrimental to this Corporation or use its names or emblems outside the official and authorized business of the corporation.  Failure to comply with this Article will result in immediate expulsion from the Corporation.
Section 3. REMUNERATION OR COMPENSATION.  No Officer, Trustee, or member of the Corporation shall receive directly or indirectly any remuneration or compensation for services rendered their capacity as an officer or Trustee or in any other capacity with the Corporation, unless authorized by the Bylaws of the Corporation or the Board of Trustees.  Members of the Board of Trustees may be reimbursed for all reasonable expenses incurred in the performance of their duties as an Officer or Trustee upon approval of a majority of the Board of Trustees.
ARTICLE IV. PURPOSE AND OBJECTIVES
Section 1. PURPOSE.  To interest people, to encourage learning, to enlighten, and to understand one of our nation’s great heritages, the glassmaking industry, and Fenton Art Glass in particular; to increase and promote friendship and collaboration among collectors of Fenton Art Glass, to give all members an opportunity to participate in new discoveries and general enlightenment concerning Fenton Art Glass;  to recruit new members into our Corporation; and always to work to bring these things about.
Section 2. LIMITATIONS.  Notwithstanding the foregoing purposes, this Corporation shall never engage in any political activity and shall never make any contribution for purposes directly or indirectly attempting to influence legislation.
ARTICLE V. MEMBERSHIP
Section 1. COMPOSITION AND QUALIFICATIONS.  Any living collector, dealer or lover of Fenton Art Glass may be admitted to membership in the Fenton Art Glass Collectors of America, Inc., on written application for membership and upon payment of dues as provided by the Board of Trustees.  This Corporation shall not otherwise discriminate as to race, color, creed, sex, sexual orientation/identification, place of origin, age, disability, or religion.
Section 2. DUES.  Membership dues for regular and associate memberships for each ensuing year shall be established by the Board of Trustees and shall be due and payable on the 1st of February of each year.
Section 3. TYPES OF MEMBERSHIP.  Regular membership will be issued to anyone upon receipt of membership dues.  Associate memberships may be issued to any other family member residing at the same address as the regular member upon receipt of membership dues.
Section 4. REVOCATION FOR NONPAYMENT OF DUES.  Membership will be revoked and all rights suspended if dues are not paid within thirty (30) days after the due date.
Section 5. RESIGNATION.  Any member may terminate their membership by written notice to the Corporation; however, no dues prorated or otherwise, shall be refunded.
Section 6. HONORARY MEMBERSHIP.  Upon recommendation in writing of any member, seconded by another member, and approved by a two-thirds vote of the Board of Trustees, honorary membership may be conferred upon anyone who shall have rendered notable service to the Corporation or upon whomever the Corporation desires.  An honorary member shall have none of the obligations of membership in the Corporation but shall be entitled to all the privileges, except those of making motions and of holding office.
Section 7. TERMINATION.  In addition to termination for nonpayment of dues set forth in Article V, Section 4, the Board of Trustees may, by majority ballot, suspend any officer, trustee or member from the roster of the Corporation for conduct unbecoming an officer, trustee or member or for reason of engaging in activities contrary or prejudicial to the object, purposes or repute of the Fenton Art Glass Collectors of America, Inc., or who shall have violated these Bylaws or any rules or regulations which may have been in force at the time of the alleged infraction or for conduct which the Board shall determine has disturbed the order, dignity, business, purposes, principles or harmony of the Corporation.  A statement of charges shall be mailed to the officer, trustee or member, by certified mail return receipt requested, directed to their last recorded address.
The officer, trustee or member will be granted an opportunity to appear before the Board of Trustees for a review provided a request for such review has been submitted in writing within thirty (30) days after mailing date of the removal notice to such officer, trustee or member.  If the suspended officer, trustee or member does not request a hearing within the thirty (30) day period, the membership of such officer, trustee or member shall be automatically terminated.  If a hearing is requested, a two-thirds (2/3) vote of the Board of Trustees in attendance at any hearing shall be required to terminate the membership of any officer, trustee or member under this section.
Section 8. REINSTATEMENT.  Any member whose membership is terminated under this Article shall not be readmitted until at least one year has elapsed from the date of such termination and unless an application for readmission is approved by a unanimous vote of the Board of Trustees present and voting at a meeting prior to which meeting notification that such reapplication will be considered has been given to all members of the Board of Trustees.
Section 9. MEETINGS OF MEMBERS.
A. The annual meeting of the Fenton Art Glass Collectors of America, Inc. shall be held at a time and place to be determined by the Board.
B. Special meetings of the members may be held upon call of the President or any five (5) members of the Board of Trustees.
C. At any annual meeting, the members of the Corporation present shall constitute a quorum for all purposes, except when otherwise provided by the Articles of Incorporation or these Bylaws.
Section 10. VOTING.  Each regular and associate member in good standing as of April 2 of each calendar year and over the age of eighteen (18) at the time a vote of the membership takes place shall be entitled to vote.  In order to be eligible to vote in the election for open seats on the Board of Trustees, you must be a valid and active member over the age of eighteen (18) on April 2nd when the mailing list for the Butterfly Net is finalized.  There shall be no voting by proxy on matters submitted to the membership.
ARTICLE VI. BOARD OF TRUSTEES
Section 1. COMPOSITION.  The governing power of this Corporation shall be vested in a Board of Trustees consisting of a maximum of nine (9) Trustees.
Trustees shall be elected for staggered terms of three (3) years each, with no more than three (3) Trustees being elected in any single (1) year.
The current Wisconsin registered agent shall be a non-voting ex-officio member of the Board of Trustees until such time as they make it known in writing they wish to retire their position.
Section 2. QUALIFICATIONS.  A Trustee shall, at the time of their election, be and remain during their term, a member in good standing of the Corporation.  No person who is an officer or a member of a board of any other corporation, club or organization organized for the same or essentially the same purposes as this Corporation, except those Chapters authorized by Article XV of these Bylaws, may be elected as a Trustee of this Corporation.
Section 3. VACANCY.  Should a vacancy occur in a Trustee position, the President shall appoint a member to fill the vacancy for the unexpired term, subject to approval by a majority of the Board in a phone or electronic poll (email, text, etc), taken by the President for the purpose within 30 days of the vacancy.
Section 4. MEETINGS OF THE BOARD.
A. One meeting of the Board of Trustees shall be held immediately following the Annual Convention at such time and place as the President may select.  Notice of meetings of the Board of Trustees shall be sent to each Trustee by the Secretary of the Board or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any proceedings taken thereat.
B. Special meetings of the Board of Trustees may be called by the President or any five (5) members of the Board of Trustees.  Notice of special meetings of the Board of Trustees shall be sent by mail, electronic communication (email, etc.), or telephone to each Trustee by the Secretary of the Board or those members calling the meeting at least five (5) days prior to the meeting date, but no failure in delivery of such notices shall invalidate the meeting or any proceedings taken thereat.
C. At any regular or special meeting of the Board of Trustees, a quorum shall consist of a majority of the members of the Board of Trustees eligible to vote, and a majority of the votes cast by the Board members present at any meeting at which a quorum is present shall be necessary and sufficient for the transaction of any business unless otherwise provided in these Bylaws.
Section 5. ATTENDANCE.  All Officers and Trustees shall be physically or virtually present for all meetings in the calendar year, unless excused by the President.  The annual meeting will require physical attendance by all Officers and Trustees, unless excused by the President.  There shall be no attendance requirements for the ex-officio member(s) of the Board who are not officers.
Section 6. COMMITTEES.  The President of the Corporation and the Trustees are empowered to establish such committees as they deem necessary and to designate the members of such committees.  The Executive Committee is defined as consisting of the President, Vice President, Secretary, and Treasurer.
Section 7. STANDING COMMITTEES.  The Finance Committee and the Museum Committee are defined as Standing Committees.  The Finance Committee and the Museum Committee report to the Board of Trustees.
Section 8. FINANCE COMMITTEE..  The Finance Committee is responsible for overseeing the Corporation’s financial health, ensuring accountability, and supporting the board in making informed financial decisions.  The President and Treasurer shall be a member of the Finance Committee.
Two signatures are required on all checks.  The Board will determine who is authorized to sign check on behalf of the FAGCA.
Section 2. The Finance Committee shall consist of at least three voting members.
SECTION 9. MUSEUM COMMITTEE.  The Museum Committee shall consist of not more than seven members, four of whom shall also be FAGCA Board of Trustees members.  All the museum committee members shall be recommended to the President and approved by a majority of the Board of Trustees.  The remaining members need not be FAGCA members.
A. Powers.  The museum committee shall be the governing body of the Museum of Fenton Art Glass, reporting quarterly to the FAGCA Board of Trustees.  The museum committee shall prepare and regularly update a written governing policy detailing operations, functions resources, needs and budgetary options for the museum, and offer recommendations to the FAGCA Board of Trustees.  These operating policies shall be reviewed as necessary with all changes to the policies requiring the approval of the FAGCA Board of Trustees.  The museum committee shall develop a written budget proposal for the FAGCA Board of Trustees.  The museum committee shall be empowered to take such actions, as necessary, to maintain the day-to-day functionality of the museum consistent with its operating policies.  Subject to the FAGCA Board of Trustees’ approval, the museum committee may recommend the hiring of such staff as are needed for the operations of the Museum of Fenton Art Glass.  Museum committee members and subcommittee members shall serve without compensation, with the exception of paid museum employees.
B. Meetings.  The museum committee shall meet at least one time per year and may, at their sole discretion, meet more than one time per year, to discuss Museum of Fenton Art Glass business, issues, and progress.  For every meeting that the museum committee holds, they shall prepare minutes of the meeting, which will be presented to the FAGCA Board of Trustees within seven days of the meeting.
C. Subcommittees.  The museum committee will address the need for assistance with the museum functions through its subcommittees.
a) Curator-Maintenance.  The curator functions as the museum’s director, overseeing its general functioning, daily routine, special events and overall well-being.  Part of the duty shall be to oversee all aspects of the maintenance of the museum property.  This subcommittee would assist the curator in any aspect of carrying out these functions as needed.
b) Glass Collection-Research.  The purpose of this subcommittee is to assist its chairman in all aspects of maintaining and researching the glass collection, including but not limited to acquisition of new items of rare or significant value to the grown of the Museum of Fenton Art Glass’ collection, and seeing that collection properly identified, catalogued and displayed for optimum effectiveness in the museum.
c) Artifacts-Ephemera Collections.  The purpose of this subcommittee is to assist its chair in all aspects of maintaining and researching the artifacts and ephemera collections, including but not limited to maintenance and preservation activities for the existing collections acquisitions when available, and correct identification, cataloging and display of those collections for optimum effectiveness in the museum.
d) Public Relations.  The public relations subcommittee is to assist its chair in any aspect of interface with the public that furthers the financial, 501(C)(3) educational, glass heritage, or good will purposes of the Museum of Fenton Art Glass, and helps to ensure its continued viability and success.  This committee shall be responsible for maintaining and updating the museum’s website and social media accounts including but not necessarily limited to Facebook.
ARTICLE VI. BOARD OF TRUSTEES
Section 10. INFORMAL ACTION BY THE BOARD OF TRUSTEES.  Any action required or permitted to be taken by the Board of Trustees at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed to by the consensus of a quorum.  For the purposes of this section, an e-mail transmission from an e-mail address on record constitutes a valid writing.  Theintent of this provision is to allow the Board to use email to approve actions, if a quorum gives consent.
Section 11. BOARD OF TRUSTEE TERMS.  Board of Trustee members shall serve a three-year term upon election.
Section 12. DUTIES OF BOARD MEMBERS.  Each elected member of the Board shall be expected to perform the duties as set forth in the Bylaws and any other Trustee duties agreed upon and assigned by the Board.
ARTICLE VII. OFFICERS
Section 1. ELECTION AND TERM.  The Officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and Historian.  The term of office for all Officers shall be three (3) years or until their successors are appointed or elected.  The President, Vice President, Secretary, Historian shall be members of the Board of Trustees.  The Treasurer need not be an elected member of the Board.  When not an elected member, the Treasurer shall be an ex-officio voting member of the Board of Trustees.  All Officers shall be elected by the Board of Trustees by a majority vote of the members present at its first meeting after the annual vote electing Board of Trustee members.
Section 2. QUALIFICATIONS.  An Officer shall at the time of their election be and remain during their term a member in good standing of the Corporation.  No person who is an officer or a member of a board of any other corporation, club or organization organized for the same or substantially the same purposes as this Corporation, except those Chapters authorized by Article XV of these Bylaws, may be elected as an Officer of this Corporation.
Section 3. PRESIDENT.  The duties of the President are to carry out the purposes and objectives of the Corporation as set forth in the Articles of Incorporation and Bylaws of the Corporation, to preside at all meetings of the Corporation, to arrange dates and locations of all meetings of the Corporation, and to always act for and on behalf of the Corporation.
Section 4. VICE PRESIDENT.  The Vice President shall perform the duties of the President in the President’s absence or incapacity.  The Vice President shall perform any duties assigned to him or her by the President or the Board of Trustees.
Section 5. SECRETARY.  The Secretary shall assure that a record is kept of the affairs of the Corporation, including the minutes of all meetings and to send all notices required by these bylaws.
Section 6. TREASURER.  The duties of the Treasurer shall be to keep an account of all receipts and expenditures and ensure payment of all bills as directed by the President.  The Treasurer shall be a member of the Finance Committee.
Section 7. HISTORIAN.  The Historian shall maintain a continuous history of the Corporation, including the number of members and chapters joining each year.  The history may include pictures of Officers, Board of Trustees, and members of the Fenton Art Glass Collectors.  The books will be available for review during convention time.
Section 8. NUMBER OF OFFICES HELD AT ONE TIME.  No member shall hold more than one officer position at any one time.
Section 9. VACANCY.  If any officer position, other than the office of President, shall become vacant, the President shall appoint a member of the Board of Trustees to fill the vacancy for the unexpired term subject to approval by a majority vote of the Board in a conference call or an email poll taken by the President for that purpose.
ARTICLE VIII. SERGEANT AT ARMS.
Section 1. APPOINTMENT.  A Sergeant at Arms may be appointed by the President.  Such Sergeant at Arms may, but need not be, a member of the Corporation.
Section 2. DUTIES.  The Sergeant at Arms shall assist the President in maintaining order at any meeting of the members of the Corporation and shall, at the direction of the President consistent with the current edition of Robert’s Rules of Order, quiet any member who becomes disorderly and, if necessary and as directed by the President consistent with the current edition of Robert’s Rules, remove such member from any meeting.
ARTICLE IX. PARLIAMENTARIAN.
Section 1. APPOINTMENT.  A Parliamentarian may be appointed by the President with the approval of the Board of Trustees.  Such Parliamentarian may be, but need not be, a member of the Corporation.
Section 2. DUTIES.  The Parliamentarian shall assist, confer, and advise the President on any matters of parliamentary procedure in accordance with these Bylaws.
Section 3. COMPENSATION.  The Parliamentarian may receive reasonable compensation for his or her services rendered hereunder as determined by the Board of Trustees.
ARTICLE IX. ACCOUNTING FIRM
Section 1. A Certified Public Accounting firm registered to do business in the State of West Virginia and approved by a seventy-five (75%) vote of the entire Board of Trustees at a meeting to which prior notification has been given to all members of the Board of Trustees, shall audit the accounting of financial records and funds at least once a year.  The selected accounting firm shall be responsible for all the preparation and filing of all required Federal tax reports, and preparation and filing of reports as needed otherwise by the FAGCA.
ARTICLE XI. ACCOUNTING FUNCTIONS.
Section 1. The Treasurer and/or President of the Corporation shall provide regular supervision of ongoing accounting functions as provided by the individual hired by the corporation and report to the Board any significant issues affecting the financial health of the corporation.
ARTICLE XII. OFFICE STAFF
The office staff shall be employed by the President with the approval of the Board of Trustees.  It shall be their duty to maintain the day-to-day operation of the office, including responding to member questions, coordinating member mailings at the direction of the President, notifying members of lapsed dues, accepting dues and any other funds paid the club, depositing same in the bank, maintaining accurate and up-to-date financial records under the supervision of the Treasurer and/or President, and other duties as required by the President and members of the Board.
ARTICLE XIII. ELECTION OF MEMBERS OF THE BOARD OF TRUSTEES
Section 1. NOMINATING COMMITTEE.  The Nominating Committee is responsible for identifying and presenting suitable candidates for the Board of Trustees.  A Nominating Committee consisting of at least three (3) members shall be appointed by the President at least six (6) months prior to the annual meeting.  The President shall designate a Chairman of such committee.  Such Committee shall attempt to submit at least two (2) names for each expiring Board of Trustee position.  The Nominating Committee will contact each person whom it wishes to nominate in order to obtain their acceptance of nomination.
Section 2. NOMINEES.  All nominees must complete the nomination form.  Failure to complete the nomination form will result in the individual not being nominated.
Section 3. BIOGRAPHICAL SKETCH.  A biographical sketch of each nominee shall be included in the Butterfly Net containing the ballot for Board seats.  Pictures of nominees will be included in the Butterfly Net, if submitted by the candidates.
Section 4. VOTING.  Voting shall be by secret mail ballot in accordance with the current edition of “Robert’s Rules of Order”.  All nominees from the Nominating Committee and valid petitions shall be arranged on a mail-in ballot in alphabetical order and shall be included in The Butterfly Net at least twenty (20) days prior to the annual meeting.  The mailing list for ballots shall exactly correspond to the current official roll of voting members as of April 2 of each year.  For any ballot to be counted, it must be postmarked at least fourteen (14) days prior to the annual meeting.  The nominees receiving the highest number of votes shall be elected.  Should the number of nominees be equal to the number of open seats, the nominees shall be considered elected, and no mail-in ballot is necessary.  In the event that an insufficient number of nominees are put forth as prescribed above in The Butterfly Net to fill the open seats on the Board of Trustees, the President shall fill the position per Article VI, Section 3 – Vacancy.
ARTICLE XIII. ELECTION OF MEMBERS OF THE BOARD OF TRUSTEES
Section 1. TELLER’S COMMITTEE.  The President shall appoint a Teller’s Committee composed of the Secretary and five members, none of whom are standing for election or reelection, whose duty it shall be to see that all votes of the members eligible to vote are properly tallied and canvassed, and to declare the true results of said election at the annual meeting.  Only those on the Teller’s Committee will be involved in the vote counting.  There will be no outside observers.  All ballots shall be retained for 30 days after the annual meeting for auditing should questions arise.
ARTICLE XIV. ELECTRONIC MEETINGS, VOTING AND COMMUNICATIONS
Section 1.  MEETINGS.  The Board of Trustees and committees are authorized to meet through internet meeting services that support identifying those participating so long as all individuals can simultaneously hear each other during the meeting.  The Secretary shall record (via audio and/or video recording) all meetings of the Board of Trustees and shall maintain said recording until the Board of Trustees have approved the minutes from each respective meeting.  Once the minutes have been approved, the Secretary shall dispose of, delete, and/or destroy said recording.  Special rules of order shall be adopted to govern such meetings.  Electronic mail (email) shall not be used to conduct meetings.
Section 2. VOTING.  Unanimous consent may be used for all voting unless a secret ballot is required.  Voice voting, roll call, software-provided voting icons or polls may also be used.
ARTICLE XV. CHAPTERS
Section 1. FORMATION.  Individual members of the Fenton Art Glass Collectors of America, Inc., may form chapters.  Chapters shall at all times maintain the principles as set forth in the Articles of Incorporation and Bylaws of the Fenton Art Glass Collectors of America, Inc.
Section 2. NAME.  Each chapter shall choose its individual name and shall elect a President and as many other Officers as necessary to conduct chapter business.
Section 3. REQUIREMENTS.  Every member of each chartered chapter is encouraged to be a member of the Fenton Art Glass Collectors of America, Inc., that is, the national club.  The Board of Trustees may establish rules and regulations governing the formation and operation of chartered chapters and such rules and regulations heretofore so established are herein adopted.
Section 4. SPECIAL ACTIVITIES.  If a gathering is held by the Chartered Club in other than the normal meeting place, the Chartered Club shall be responsible for (1) acquiring and providing proof of adequate insurance coverage for such event(s) a minimum of ninety (90) days prior to such event and (2) secure approval of the event(s) and insurance by the Board of Trustees.
ARTICLE XVI. AMENDMENTS
Section 1. NOTICE AND VOTE.  These Bylaws may be amended by a favorable vote of two-thirds (2/3) of the members voting.  Voting shall be by mail-in ballot.   Proposed amendments must be presented in writing, along with a mail-in ballot, to all members at least thirty (30) days prior to the date set by the Board of Trustees for ratification.  Publication in the Butterfly Net shall be deemed sufficient.  For any ballot to be counted, it must be postmarked at least fourteen (14) days prior to the ratification date.
Section 2. APPROVAL.  Amendments to the Bylaws must be reviewed and approved by the Bylaws Committee and the Board of Trustees prior to being presented to the members.
Section 3. EFFECTIVE DATE.  Amendments to the Bylaws shall take effect immediately upon ratification.
ARTICLE XVII. PARLIAMENTARY AUTHORITY
Section 1. The rules contained in the current edition of Robert’s Rules of Order shall govern the Corporation in all cases to which they are applicable and consistent with these Bylaws and any special rules of order the Corporation may adopt.  Any situation not specifically covered in the Bylaws shall be governed by the current edition of Robert’s Rules of Order.