Heart of America Carnival Glass Association
Article I
MEMBERSHIP
Section 1: CLASSES AND QUALIFICATIONS. The membership of the Corporation shall consist of two classes: Regular Annual Members and Honorary Annual Members. Regular annual membership is open to any individual who pays annual dues. Honorary Annual Members, selected and approved by the Board of Directors, shall not pay dues and shall not be entitled to vote or to be elected an Officer of the Corporation. By paying dues, an Honorary Annual Member can become a Regular Annual Member.
Section 2: VOTING. Except as otherwise provided by the Statute or by the Articles of Incorporation, and subject to the provisions of these By-Laws, each Member shall, at every meeting of the Members, be entitled to one vote on each matter submitted to a vote of the Members. At all meetings of the Members, except as otherwise required by the Statutes, by the Articles of Incorporation, or by these By-Laws, all matters shall be decided by the vote of a majority in interest of the Members entitled to vote and who are present in person. No voting by proxy shall be allowed.
Section 3: DUES. Regular Annual Members shall be required to pay dues in such amounts and at such times as shall be determined by the Board of Directors. Board of Directors shall review dues at each Annual Meeting of the Board.
ARTICLE II
MEETINGS OF MEMBERS
Section 1: ANNUAL MEETINGS. Commencing with the year 1975, Annual Meetings of the Members for the election of Directors and Officers and for the transaction of such other business as may properly come before such meeting shall be held on the 4th Friday of April of each year, if not a legal holiday, or if a legal holiday then on the following Saturday. The time of the Annual Meeting shall be published in that year’s convention itinerary and the preceding newsletter. Failure to hold the Annual Meeting at the designated time shall not result in forfeiture of the charter of the Corporation or dissolution of the Corporation.
ARTICLE III
BOARD OF DIRECTORS
Section 1: GENERAL POWERS. The property, affairs and business of the Corporation shall be controlled and managed by a Board of Directors consisting of the five (5) Officers as listed in Article V. These Officers, shall be elected by ballot by the Members at each Annual Meeting of the Members, to hold office for a term of two years or until their successors are elected and qualify.
Section 2: QUALIFICATIONS OF DIRECTORS. Directors of the Corporation need not be residents of the State of Missouri.
Section 3: REMOVAL OF DIRECTORS. At a meeting called expressly for that purpose, the entire Board of Directors or any member thereof may be removed, with or without cause by a vote of a majority of the Members then entitled to vote at an election of Directors.
Section 4: QUORUM. A majority of the full Board of Directors shall constitute a quorum at all Meetings of the Board of Directors. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 5: VACANCIES. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors.
Section 6: APPOINTMENT OF COMMITTEES. At any meeting of the Board of Directors or as soon after such meeting as practicable, the Board of Directors may designate one or more committees, each of which shall consist of two or more Directors and which shall have and exercise the authority of the Board of Directors in accordance with the resolution establishing such committee.
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution of the Board of Directors. Each such committee shall consist of such number of Members and shall have such powers and duties as shall be established by resolution of the Board of Directors, and each Member thereof shall serve until his successor is appointed. The President of the Corporation shall be an ex officio member of each committee. Each committee shall have the power to fill vacancies in their respective memberships. A majority of any committee shall constitute a quorum for the transaction of business.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1: ANNUAL MEETINGS. The Board of Directors shall meet for the transaction of business at the annual convention but before the Annual Meeting of the Members. Other Meetings of the Board shall be held at such times as the Board may, by resolution, from time to time determine. No notice need be given of Annual Meetings of the Board.
Section 2: SPECIAL MEETINGS. Special Meetings of the Board may be called by the President or Secretary or by a majority of the Members of the Board upon written or printed notice served personally upon each Director or emailed to his or her address on the books of the Corporation. Notice of any Special Meeting shall be given at least five (5) days prior to the Meeting unless all Directors consent to an earlier meeting time. If notice be given by email, such notice shall be deemed to be delivered when the email is sent. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice at such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Annual or Special Meeting of the Board of Directors need be specified in the notice or Waiver of Notice of such meeting.
Section 3: PLACE OF MEETING. Annual meetings of the Board of Directors shall be held in the Greater Kansas City area. Special meetings maybe held using an electronic medium available to all directors.
Section 4: QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business, and the action of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by Statute, by the Articles of Incorporation or by these By-Laws. If less than a majority of the Board of Directors is present at a meeting the meeting shall be adjourned without the transaction of any business. Should any business take place without full participation of all Officers, the members present must ensure that minutes are taken and delivered to the Secretary.
ARTICLE V
OFFICERS
Section 1: NUMBER. The five officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and a Newsletter Editor. No two or more offices may be held by the same person.
Section 2: QUALIFICATIONS, ELECTION AND TERM OF OFFICE. Officers must be Regular Annual Members at the time of election and are elected to a two-year term. Elections are alternated so that the President and Secretary are elected in odd calendar years while the Vice President, Treasurer, and Newsletter Editor are elected in even calendar years. Failure to elect officers annually does not dissolve the Corporation.
Section 3: REMOVAL. Any agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in the judgment of a majority of the Board of Directors the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may be removed in the same manner as a Director as provided in Section 3 of Article III.
Section 4: VACANCIES. Vacancies among the officers arising from any cause shall be filled for the unexpired portion of the term in the same manner provided for the filling of a vacancy on the Board of Directors as provided in Section 5 of Article III.
Section 5: THE CHAIRMAN OF THE BOARD AND THE PRESIDENT. As elected by the Members; the President shall also be the Chairman of the Board and subject to the direction and under the supervision of the Board of Directors; shall have general charge of the business, affairs and property of the Corporation and control over the officers; shall preside at all meetings of the Members and of the Board of Directors at which he or she is present; and shall do and perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.
Section 6: THE VICE PRESIDENT. At the request of the President or in the event of his or her absence, disability, or refusal to act, the Vice President shall perform all the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the President or the Board of Directors.
Section 7: THE SECRETARY. The Secretary shall record all the proceedings of the meetings of the Corporation, Members and Directors in a book to be kept for that purpose; maintain a complete list of all Members entitled to vote at meetings of Members and have said list available for inspection of any Member who may be present at such meetings: act as custodian of the records of the Corporation and of the Board of Directors and of its Corporate Seal and shall affix the Seal to all documents the execution of which on behalf of the Corporation shall have been duly authorized; see that all books, reports, statements, certificates and other documents and records required by law to be kept are filed; and, in general, perform all duties and have all powers incident to the office of Secretary and perform such other duties and have such other powers as may from time to time be assigned to him or her by these By-Laws or by the President or the Board of Directors.
Section 8: THE TREASURER. The Treasurer shall have supervision of the funds, securities, receipts and disbursements of the Corporation; cause all monies and other valuable effects of the Corporation to be deposited to its name and to its credit to such depositories as shall be selected by the Board of Directors; maintain correct books of account, proper vouchers and other paper or electronic files pertaining to the Corporation’s business; render to the President or the Board of Directors, whenever requested, an account of the financial condition of the Corporation and of his or her transactions as Treasurer; and in general, perform such other duties and have such other powers as from time to time may be assigned to him or her by these By-Laws or by the President or the Board of Directors.
Section 9: NEWSLETTER EDITOR. The Newsletter Editor shall be responsible for organizing and publishing periodic newsletters, as set forth by the Board of Directors, and shall perform such other duties as the President or the Board of Directors shall prescribe.
Section 10: EMPLOYEES/SALARIES. No Officers shall be considered an employee of the Corporation. The Corporation shall have no employees. Compensation of all officers for services performed shall be fixed by the Board of Directors in the written minutes of the Corporation and may be changed from time to time by a majority vote of the Board.
ARTICLE VI
EXECUTION OF INSTRUMENTS, RECEIPTS and DISBURSEMENTS
Section 1: EXECUTION OF INSTRUMENTS GENERALLY. All documents, instruments or writings of any nature shall be signed, executed, verified, acknowledged and delivered by such officer or officers of the Corporation and in such manner as the Board of Directors from time to time may determine. All contracts entered into on behalf of the Corporation, i.e. with hotels, auctioneers, etc., must be review and approved by a majority of the Board of Directors.
Section 2: RECEIPTS. All cash, checks and electronic receipts given to the Corporation must be directly deposited to a bank account in the Corporation’s name. Endorsements or instruments for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors may from time to time determine.
Section 3: DISBURSEMENTS. All disbursements from Corporation funds must be fully supported by invoices and/or by resolutions made by the Board of Directors.
ARTICLE VII
DISTRIBUTIONS
No part of the income or property of the Corporation shall be distributed to the Members, Directors or officers of the Corporation.
ARTICLE VIII
CORPORATE SEAL
The Corporate Seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation as well the word, “Seal.”
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall be established by resolution of the Board of Directors.
ARTICLE X
AMENDMENTS
Section 1: BY LAWS. The By-Laws of the Corporation may from time to time be altered, suspended, amended or repealed, or new By-Laws may be adopted at an Annual or Special Meeting of the Board of Directors at which a quorum is present by the affirmative vote of a majority of the Directors present at such meeting.
Section 2: SPECIAL MEETINGS. Special Meetings of the Members may be called at any time by the President or by a majority of the Board of Directors and shall be called by the President upon the request of Members having one-twentieth (1/20) of the votes entitled to be cast at such Meeting. The request of the Members shall state the purpose or purposes of the Meeting and shall be delivered to the President.
Section 3: PLACE OF MEETING. Annual and Special Meetings of the Members shall be held at such place or places, in the Greater Kansas City Area, as shall be provided in written or printed notice or Waiver of Notice.
Section 4: NOTICE OF MEETING. Written or printed notice of Annual and Special Meetings, stating the place, day and hour of the Meeting, and, in case of Special Meetings, the purpose or purposes for which the Meeting is called, shall be delivered not less than five (5) nor more than forty (40) days before the date of the Meeting, either personally or by mail or email to each Member entitled to vote at such Meeting. If the notice is mailed, it shall be deemed to be delivered when deposited in the United States mail addressed to the Member at their address as it appears on the records of the Corporation, with postage prepaid. If the notice is emailed, it shall be deemed to be delivered when the email is sent addressed to the Member at their address as it appears on the records of the Corporation. Notice of the annual meeting is satisfied if included in a newsletter delivered within the time stated above prior to the meeting.
Section 5: QUORUM. Except as other-wise provided by the Statutes of the State of Missouri, the presence at any meeting in person of twenty-one Members entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business. The vote of a majority of the Members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Members, unless a greater proportion is required by the Statutes of the Corporation. In the absence of a quorum, either a majority of the Members entitled to vote, present in person, or any officer entitled to preside or act as Secretary of such meeting may reschedule the Meeting from time to time for a period not exceeding ninety (90) days in any one case, and no notice need be given to Members not present at the meeting. At the next meeting in which a quorum is present, any business may be transacted which might have been transacted at this meeting as originally called.
Section 6: ACTIONS OF MEMBERS WITHOUT A MEETING. Any action required by “The General Not for Profit Corporation Law” of Missouri to be taken at a meeting of the Members of the Corporation, or any action which may be taken at a meeting of the Members may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of the Members entitled to vote with respect to the subject matter thereof. The Secretary shall file such consents with the Minutes of the Meetings of the Members.
ARTICLE XI
MISCELLANEOUS
Section 1: TRADE NAMES. The Corporation may operate or transact business under such certain trade names other than its corporate names as may be adopted by the Board of Directors. “HOACGA” is one such trade name.
Section 2: INSPECTION OF RECORDS BY MEMBERS. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its members, of its Board of Directors and of any committee having any authority of the Board of Directors. The Corporation shall also maintain a record of the names and addresses of its Members who are entitled to vote. All the books and records of the Corporation may be inspected by any Member, his agent or attorney for any proper reason at any reasonable time and upon reasonable notice.
Section 3: LOANS TO OFFICERS PROHIBITED. No loan shall be made by the Corporation to any of its officers, directors or members.
Section 4: WAIVER OF NOTICE. Whenever any notice is required to be given under the laws of the State of Missouri or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, a Waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated to such Waiver, shall be deemed equivalent to the giving of such notice.
The foregoing By-Laws approved this 30th day of January, 2022.
Signed by:
Gary Sullivan – President