The Antiquarian Society - Bylaws
AMENDED AND RESTATED BYLAWS OF THE ANTIQUARIAN SOCIETY
ARTICLE I: NAME
The name of this Society shall be “The Antiquarian Society”.
ARTICLE II: PURPOSE
The mission of this Society is to foster and promote charitable, educational, literary, and research activities in the decorative arts, and to make gifts to charitable organizations that preserve and promote the appreciation of the arts. The purposes include acquiring, preserving, and exhibiting objects of historical importance pertaining to art; contributing funds for the purchase thereof to not for profit arts organizations; expanding interest and knowledge regarding such art objects through exhibitions, lectures, and educational programs; and engaging in any and all other activities that support and promote the decorative arts. The Society is recognized as a 501(c)(3) nonprofit organization under the Internal Revenue Code.
ARTICLE III: MEMBERS
Section 1: Membership and Eligibility and Admission Procedure. There shall be four (4) classes of membership: Annual, Life, Non-Resident, and Honorary.
a. Annual and Life Memberships. A candidate for Annual or Life membership must be proposed and seconded in writing by members of the Society and be known to one or more directors. The spouse of a member may become a member by invitation, and the proposal and seconding procedure shall be waived.
The names of prospective members eligible for Annual or Life membership are to be presented to the Board of Directors at any regular meeting for consideration and action. A member who has been a member for at least two (2) years and is in good standing may propose two (2) candidates and second two (2) candidates each fiscal year.
Any Annual member may convert at any time to Life membership by paying the current Life membership fee.
Annual and Life members shall have the right to vote, to hold office, and to propose and endorse candidates for membership.
b. Non-Resident Membership. A Non-Resident member is defined as one whose primary residence is more than one hundred (100) miles from the City of Chicago. A current Active or Life member whose primary residence has changed may request a status change to Non-Resident in writing to the Membership Chair.
A Non-Resident member shall pay Non-Resident dues, may attend meetings, and may propose or endorse candidates for membership, but such member may not vote or hold office. A Non-Resident member in good standing may be reinstated to Annual or Life membership by requesting the status change in writing to the Membership Chair and paying the requisite dues.
c. Honorary Membership. A candidate for Honorary membership may be proposed and seconded in writing to the President by directors and/or members of the President’s Council. Such candidate should have made substantial contributions to the Society through donations, time, and/or work with the Society. The names of prospective candidates for Honorary membership may be presented to the Board of Directors at any regular meeting for consideration and action.
An Honorary member shall receive all mailings, may attend meetings, and shall not pay dues, but such member may not vote, hold office, or propose or endorse candidates for membership.
d. All members are encouraged to contribute to and to support the fund-raising efforts of the Society.
Section 2. Initiation Fee and Dues. The initiation fee and dues shall be set by the Board of Directors. The annual dues shall be payable in advance on or before September 30 of each year. The Membership Committee Chair shall notify members two (2) months in arrears, and those whose dues are not paid within two (2) months thereafter shall be automatically dropped from membership in the Society.
Section 3. Resignation from Membership. Any member desiring to resign from the Society shall submit a resignation in writing to the Membership Chair, who shall present it to the Board of Directors for action. No member’s resignation shall be accepted in good standing until all dues and other charges are paid.
ARTICLE IV: OFFICERS
Section 1. Officers and Duties. The officers of this Society shall be a President, a Vice-President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer.
In addition, there shall be a President-Elect during the current President’s final year in office. These officers shall perform the duties prescribed by these Bylaws, by any Standing Rules, and by the parliamentary authority adopted by the Society.
a. President. The President shall be the principal executive officer of the Society; shall preside at all business meetings of the Society and of the Board of Directors; shall in general supervise and control all day-to-day business of the Society; shall be an ex officio member, with the rights and obligations, including the right to vote, of all committees except the Nominating Committee and any disciplinary committees, where the President shall have no right to vote; and, in general, perform all duties incident to the office of President.
b. Vice-President. The Vice-President shall perform the duties of the President in the President’s absence or inability to serve; and, in general, perform all duties incident to the office of Vice-President or as are assigned by the President.
c. President-Elect. The President-Elect, when there is one, shall perform such duties as are assigned by the President.
d. Secretary. The Secretary shall keep the minutes of all business meetings of the Society and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and, in general, perform all duties incident to the office of Secretary or as are assigned by the President.
e. Assistant Secretary. The Assistant Secretary shall perform the duties of the Secretary in the Secretary’s absence or inability to serve; and, in general, perform all duties incident to the office of Secretary or as are assigned by the Secretary or the President.
f. Treasurer. The Treasurer shall be the custodian of the operating funds of the Society, which shall be disbursed only according to the budget approved by the Board of Directors or upon vote of the Board of Directors; shall oversee the investments of the Society; shall chair the Finance Committee; and, in general, perform all duties incident to the office of Treasurer or as are assigned by the President.
g. Assistant Treasurer. The Assistant Treasurer shall perform the duties of the Treasurer in the Treasurer’s absence or inability to serve; and, in general, perform all duties incident to the office of Treasurer or as are assigned by the Treasurer or the President.
Section 2. Terms of Office, Removal from Office. The officers shall be elected by ballot by the Society to serve for three (3) years or until their successors are elected, and their term of office shall begin at the close of the Annual Meeting following their election. Officers may be removed from office at the pleasure of the Board of Directors as provided in the parliamentary authority.
Section 3: Office-Holding Limitations. No member shall hold more than one office at a time, and no member shall be eligible to serve more than one (1) consecutive term in the same office.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Board Composition. The Society shall be governed by a Board of Directors of twenty-four (24) members who shall be elected from members of the Society to serve as officers, chairs of committees as appointed by the President, and directors-at-large. The term of each director shall be three (3) years, and eight (8) directors shall retire each year. Retiring directors shall be replaced via election each year as provided in Article VI: Nominations and Elections. In addition, a President-Elect, so designated on the ballot, shall be elected to the Board during a current President’s second year in office to serve during the current’s President’s third year in office, adding one director to the Board in that year.
Section 2. Board’s Duties and Powers. The Board of Directors shall have general supervision of the affairs of the Society, including full control and management of the funds and property of the Society to the extent permitted by law.
Section 3. Term of Office. The directors shall be elected by ballot to serve for three years or until their successors are elected, and their term of office shall begin at the close of the Annual Meeting following their election. Each year one-third of the directors shall be elected.
Section 4. Office-Holding Limitations. No member shall be eligible to serve more than one (1) consecutive term as a director, unless such member is appointed to fill any vacancy on the Board, is elected as an officer, or is appointed as a committee chair.
Section 5. Vacancies. The Board of Directors shall fill by appointment all vacancies occurring on the Board. Any such appointee shall serve the remainder of the vacated term.
Section 6. Confidentiality and Conflict-of-Interest Disclosure Statements. Each director annually shall sign a Conflict-of-Interest Disclosure Statement and a Confidentiality Statement.
ARTICLE VI: NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. The President shall appoint a Nominating Committee each year consisting of at least five (5) members of the Society, at least two (2) but not more than three (3) of whom shall have served on a previous Nominating Committee. No member of this committee shall serve more than two (2) consecutive terms.
Section 2. Presentation of Slate. The Nominating Committee, including the President ex officio but without the right to vote, shall recommend to the Board of Directors at its March meeting a slate for directors and officers to be elected. The slate shall fill vacancies on the Board of Directors and name the appropriate number of directors for a three (3) year term. From these nominated directors and those remaining on the Board of Directors, the Nominating Committee shall present the names for the requisite officers.
Section 3. Election Committee. The President shall appoint an Election Committee in February of each year to oversee all matters pertaining to the election.
Section 4. Election Meeting. The Election Meeting shall be held in May of each year. A ballot shall be mailed to voting members with the notice for that meeting. Votes may be cast by mail or in person. A majority of those voting shall elect.
Section 5. Assumption of Offices. Those newly-elected officers and directors shall formally assume office at the close of the Annual Meeting. Officers and Chairs may begin the work to transition responsibilities as of the close of the Election Meeting.
ARTICLE VII: COMMITTEES
Section 1. Committee Membership. The President is an ex officio member, with the rights and obligations, including the right to vote, of all committees except the Nominating Committee and any disciplinary committee, where the President shall have no right to vote. The Chair of the Finance Committee shall be the Treasurer elected by the members of the Society; the President shall appoint the Chair, and when appropriate the Assistant Chair, of each other committee from among the members of the Board of Directors. The President shall receive notices of all committee meetings.
Section 2. Standing Committees: The standing committees shall be the following:
a. Executive Committee. The Executive Committee shall consist of the President, the Vice-President, the Secretary, the Treasurer, and the Assistant Treasurer. During the President’s final year in office, the President-Elect shall bring the committee to six (6).
The Executive Committee shall have general supervision of the affairs of the Society between its Regular Board Meetings, make recommendations to the Board, and perform such other duties as are specified in these bylaws.
b. Communications Committee. The Communications Committee shall consist of a Chair, appointed by the President from among the directors, and additional members as appropriate. It shall be the duty of this committee to work with and assist the President in the writing and distribution of the communications of the Society, including the Directory, any annual newsletter, any quarterly updates, the updating of the Society’s website, and such other communications as directed by the President.
c. Finance Committee. The Finance Committee shall consist of the Treasurer as Chair, the Assistant Treasurer, and at least two (2) other members appointed by the President. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of the fiscal year and to submit it to the Board. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by the Board by a majority vote.
The Finance Committee shall supervise the investments of the Society.
The Finance Committee shall recommend to the Board an outside audit firm to be engaged by the Society to perform an annual audit.
d. Historian and Archives Committee. The Historian shall be appointed by the President.
e. Membership Committee. The Membership Committee shall consist of the Membership Committee Chair and the Assistant Chair, appointed by the President from among the directors, and additional members as appropriate. It shall be the duty of this committee to encourage the proposal of new members, to collect and review all membership proposals and endorsements, monitor to ensure all members are in good standing, and to present proposals for membership to the Board of Directors for approval.
f. Program Committee. The Program Committee shall consist of the Program Committee Chair and the Assistant Chair, appointed by the President from among the directors, and additional members as appropriate. It shall be the duty of this committee to plan and execute exhibitions, lectures, educational programs, and workshops for the members of the Society and/or the Board of Directors.
Section 3. The President, after consulting with each committee chair, shall make the decisions on the appointments of the members of the Standing Committees.
Section 4. Other Committees. Other committees shall be the following:
a. President’s Council. The past Presidents of the Society shall be the members of the President’s Council. They may attend meetings of the Board of Directors in an advisory capacity, without any voting rights, and they may serve on other committees as appointed by the President.
b. Nominating Committee and Election Committee. See Article VI, Sections 1 and 3.
c. Annual Appeal Committee. The Annual Appeal Committee shall consist of a Chair, appointed by the President from among the directors, and additional members as appropriate. The duty of this committee shall be to assist the President in the writing of the Annual Appeal materials, to oversee distribution to the members of the Society, and to maintain accurate records of donations received.
d. Annual Tea Committee. The Annual Tea Committee shall consist of a Chair or Co-Chairs appointed by the President (at least one of whom shall be a member of the Board of Directors). The duty of this committee shall be to organize and execute the Society’s Annual Tea.
e. Annual Luncheon Committee. The Annual Luncheon Committee shall consist of a Chair or Co-Chairs appointed by the President (at least one of whom shall be a member of the Board of Directors). The duty of this committee shall be to organize and execute the Society’s Annual Luncheon, which is to raise funds for the Society’s operating budget.
f. Special/ad hoc Committees. Such other committees, standing or special, may be proposed by the President and established by the Board of Directors as shall from time to time be deemed necessary to carry on the work of the Society and the Board of Directors. Their members shall be appointed by the President.
ARTICLE VIII: MEETINGS
Section 1. Meetings of Members of the Society.
a. Annual Meeting. The Annual Meeting of the Society shall be held in October of each year and shall be for the purpose of receiving reports from officers and committees and for any other business that may arise. Newly-elected officers and directors and newly-appointed committee chairs shall assume office at the close of the Annual Meeting.
b. Election Meeting. The Election Meeting of the Society shall be held in May of each year and shall be for the purpose of electing directors and officers.
c. Special Meetings. Special meetings may be called by the President or by the Board of Directors, and special meetings shall be called upon the written request of twenty (20) members of the Society. The purpose of the meeting shall be stated in the call, which shall be sent to all members of the Society at least five (5) days before the meeting.
d. Quorum. At any meeting of the members of the Society, members holding one-tenth of the votes entitled to be cast on a matter, in person or by proxy, shall constitute a quorum.
Section 2. Meetings of the Board of Directors.
a. Regular Meetings. Unless otherwise ordered by the Board of Directors, regular meetings of the Board of Directors shall be held monthly from September to June, inclusive.
b. Special Meetings. Special meetings of the Board of Directors may be called by the President, and special meetings shall be called upon the written request of eight (8) members of the Board.
c. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 3. Electronic Meetings. Directors and non-Director committee members may participate in and act at any meeting of the Board of Directors or a committee through conference telephone or other electronic communications equipment by means of which all participants in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person(s) so participating.
Section 4. Notice of Meetings. Notices of meetings shall be sent by mail or electronically to each person entitled to vote at least five (5) days and not more that sixty (60) days before the date of the meeting. If the notice is of a special meeting, the purpose of the meeting shall be stated in the notice.
Section 5. Waivers. Waiver of notice of any meeting shall be the equivalent to notice for the person or persons signing such waiver.
ARTICLE IX: FISCAL YEAR
The fiscal year of the Society shall begin on August 1 of each year and end on July 31 of the succeeding year.
ARTICLE X: INDEMNIFICATION AND INSURANCE
Section 1. The Society, through its insurance policy, shall indemnify its directors, officers, employees, and other agents to the fullest pursuant to the Indemnification of Officers, Directors, Employees, and Agents under the Illinois General Not for Profit Corporation Act of 1986 then in effect.
Section 2. The Society, through its insurance policies, shall secure appropriate coverage for losses from criminal acts of its directors, officers, employees, and other agents; appropriate coverage for its property; and appropriate coverage for any employees.
ARTICLE XI: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with the Society’s Articles of Incorporation, these Bylaws, and any special rules of order the Society may adopt.
ARTICLE XII: AMENDMENTS
These Bylaws may be amended by a majority of the directors then in office and present at any regular meeting or at any duly called special meeting, provided the amendment has been submitted in writing at the previous regular meeting or at any duly called special meeting.
STANDING RULES
The following policies were adopted by the Board on February 14, 2012:
A member who resigned from the Antiquarian Society in good standing, with all dues and indebtedness paid, may be reinstated by writing a letter to the Membership Chair requesting reinstatement. The Board shall vote upon this request.
A member who was dropped from the Antiquarian Society for non-payment of dues may be reinstated by writing a letter to the Membership Chair requesting reinstatement. The Board shall vote upon this request. A reinstated dropped member will be required to pay a reinstatement fee of $250 for the year they were dropped, and will be required to pay the current year’s dues. The Board shall vote upon this request.
The following policy was adopted by the Board on May 8, 2012:
No person may be a guest more than twice a year.