SOCIETY of MINIATURE SHIP COLLECTORS
A Non-profit Organization
Organized Under the Laws of the Commonwealth of Massachusetts
Article I – Name
1. The name of this organization shall be Society of Miniature Ship Collectors (SMSC).
Article II - Objectives
1. The primary objective of this organization shall be to promote the advancement of the study of Maritime and Naval History, Art and Science through the medium of 1:1200/1:1250 scale model ships.
2. All actions of the organization will aim to promote fellowship and the sharing of knowledge among persons interested in all aspects of building, collecting and displaying model ships; to preserve the heritage, techniques, and traditions of crafting miniature ship models; and, to participate in model related projects that are of educational service to the general community.
3. The primary objective of the SMSC shall be to promote and support the development of interest in and participation in the collection of 1:1200/1:1250 models, and to that end, such activities as regional meetings that bring together collectors, dealers and producers of 1:1200/1:1250 model ships and the general public. In addition, the SMSC will work to facilitate greater contact and communication among the collecting community by organizing and promoting the formation of Communities of Shared Interest among the members to foster education, fellowship, and the sharing of modeling knowledge.
4. The SMSC will encourage cooperation with other groups and organizations that share similar interests, including collectors of other small scale ship models, and encourage the general public’s awareness and participation in all its activities and in the historical and technology aspects of the hobby and its associated historical and technical elements. The SMSC will continuously work to promote the hobby of 1200/1250 collecting and other small scales and to encourage new collectors to join the hobby and /or to become members of the SMSC and to foster interest in naval and maritime history in general.
5. The SMSC will create and maintain a 1:1200/1:1250 Members Website (SMSC Member Board) that will work in concert with existing Internet resources, such as the Steelnavy.com and 1250 Scale Message Boards, but will limit access to the SMSC site to members only for such purposes as the SMSC deems appropriate.
Article III – Membership and Governance
1. Anyone supporting the objectives of the Organization is eligible for membership by application. All who have been accepted into the Organization and have paid the prescribed dues shall be considered members in good standing.
2. Governance of the Organization shall be vested in a Board consisting of an odd number of members, not to exceed 9, duly elected by the general membership of the Organization according to the Articles of the Bylaws.
3. The Board shall duly elect or appoint Officers, either from among its members, or from the General Membership of the Organization according to the Articles of the Bylaws. Board members not so appointed shall serve on the Board as at-large members.
4. The Board shall conduct a meeting of the General Membership at least once every year at a time and place of its choosing, provided no less than 10 days notice is given to the Membership. Additional meetings of the Board may be scheduled at the Board’s discretion.
5. Members shall be required to pay annual dues as determined from time to time by the Board. Members shall be those individuals, of whatever nationality, who have maintained membership status according to these by-laws or determinations by the Board. Any member is entitled to be informed (by e-mail or such other means of communication as the Board may direct) of SMSC activities and to attend regular SMSC membership meetings, to participate in SMSC activities, and/ or work on committees, hold office or committee chairmanship, and receive access to all Web-site and Published communications.
6. The Board of the SMSC may at its discretion create other classes of membership, if and when, a majority of the Board determine that it would further the objectives of the organization.
7. Annual dues shall be paid pro-rata upon joining for a given calendar year. Otherwise dues will be payable at the start of the membership year, which runs from July 1 of one year to June 30 of the following year. Any member who fails to pay dues by a deadline fixed by the Board shall cease to be a member.
8. The Board may determine a schedule for the payment of annual dues by Society members to be created and communicated to the membership by a majority vote of the Board when the Board determines that it would further the objectives of the organization.
9. The Fiscal Year of the Organization shall commence on July 1 of one year and end on June 30 of the following year.
10. At the direction of the Board, bank accounts will be maintained by the Treasurer under the name “Society of Miniature Ship Collectors”. SMSC accounts will be set up so that checks may be signed by the President, Treasurer, and other such persons as the Board may direct.
11. The Board, by affirmative vote of two-thirds, may suspend or expel a member for cause after appropriate hearing. The Board also may, by a majority vote of those present at any regular SMSC meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who is in default of paying membership dues.
12. The Articles of Organization shall eliminate personal liability of Officers and Board Members for monetary damages for breach of fiduciary duty as an Officer or Board Member notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of an Officer or Board Member (i) for any breach of the Officer’s or Board Member’s duty of loyalty to the Organization or its Members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Officer or Board member derived an improper personal benefit. No provision adopted pursuant to the provisions of this paragraph shall eliminate or limit the liability of an Officer or Board Member for any act of omission occurring prior to the date upon which such provision becomes effective.
Article IV Officers and Elections
1. The Officers of the SMSC shall be of 2 categories: elected and appointed.
2. The elected officers of the SMSC shall be President, Vice-President, Secretary, and Treasurer. All such Officers shall serve as voting members of the Board of the SMSC. Any two offices may be held by the same person, except those of President and Secretary.
3. One member of the Board may be selected to serve as its parliamentarian.
4. Appointed Officers, such as Membership Coordinator, Clerk/Resident Agent and Webmaster for the Organization’s Web Site, may be appointed by the Board, but need not serve on the Board unless said officer has been duly elected to the Board, and need not necessarily be member of SMSC. The Board may appoint a Clerk/Resident Agent or such other Assistant Officers and employ such employees – none of whom shall be Officers or Board Members, as it may deem appropriate and establish the duties of their officers.
5. In a timely fashion before the expiration of the term of any serving Board Member,, the Board shall appoint a Nominating Committee consisting of at least two members of the Board, or of the general membership of the SMSC as the Board deems appropriate, to organize the election process for new Board members).
6. A candidate for Board Member must be an active member of the SMSC in good standing.
7. Nominations for Board Members will be solicited from the full membership of the SMSC beginning on January 1 until 10 days prior to the Annual Meeting of the SMSC using various means such as internet, mail, and phone as may be available in order to obtain the widest possible participation. These nominees will be reviewed by the nominating committee, whose decisions as to nominees shall be final, and notified of their nomination status.
8. New Board members shall be elected by vote of a majority of the General Membership present at the Annual Meeting of the SMSC.
9. Any member of the Organization may vote in person at the Annual Meeting, or, if unable to attend, by proxy, either by mail or by internet. No proxy dated more than six months before the meeting named therein shall be valid, and no proxy shall be valid if received after the adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
10. Elections for Officers shall be conducted by the incoming Board at the Annual Meeting following the election of new Board Members by the Membership, and concurrent with the expiration of the terms of the Officers then serving in the relevant offices..
11. The president’s vote in any matter being considered by the Board is not counted but is the tiebreaker, if needed.
12. The Officers shall begin their terms immediately upon their election at the Annual Meeting.
13. A vacancy occurring in any office shall be filled by the Board in a Special Meeting convened by the President. A simple majority vote shall elect.
14. Board Members shall serve terms of two years and may be eligible for re-election without limit as to number of terms served. Officers shall not be eligible for more than four terms in the same office, but may be elected to other offices, provided that no more that four terms are served in such offices.
15. Terms of office for Board Members shall be served on a staggered basis, 5 to be elected in even numbered years and 4 to be elected in odd numbered years. The Board may adjust the term durations of its members from time to time as may be required to conform to this arrangement. Terms will commence on July 1 and end on June 30 of the second year. Board Members shall remain in office and empowered to act for SMSC until their successors are elected and agree to assume office.
16. Terms of office for Officers shall be 1 year, to commence on July 1 and end on June 30.
17. Any Officer may resign at any time, by written notice to the President or in the case of the President, to the Treasurer, or to any other officer other than him or herself.
18. Any Officer may be removed from office, and from the Board, by vote of 2/3 of the Board, with or without cause, provided that in the case of any officer who is also an employee of the SMSC, such removal shall not in itself affect his or her contract or employment rights.
19. Notice of any meeting of the Board may be given by means of United States mail, a commercial delivery service, or by electronic means (to the extent permitted by the law of the Commonwealth of Massachusetts). Any Officer (and member of the Board) may waive notice by written statement (which shall include electronic communication to the extent permitted by Massachusetts law). Attendance at any meeting of the Board shall constitute waiver of notice, unless such attendance is for the sole purpose of objecting to alleged defects in notice.
20. A quorum of the General Membership shall be the number of SMSC members present at the Annual Meeting of the Organization.
21. A quorum of the Board shall be a majority of the members of the Board (that is, of those Officers who are members of the Board pursuant to these bylaws) then in office.
22. Members of the Board may participate in meetings of the Board by conference call, or any other mechanism such that all members participating in the meeting can hear and be heard by all other participants. Proxy participation is permitted only to the extent permitted under the laws of Massachusetts.
23. Officers (and therefore Board members) shall not be compensated for their service as such, provided that this provision shall not affect the contractual rights of any person who is both an Officer and an employee or contractor of SMSC.
24. The votes of a majority of the members of the Board voting on a matter at a meeting of the Board at which a quorum is present shall be sufficient to constitute an act of SMSC, except to the extent these bylaws, the articles of the SMSC, or the law of the Commonwealth of Massachusetts provide otherwise.
Article V – Duties of Officers
1. The President shall oversee the activities of the SMSC and shall preside at all Meetings of the Board. He shall appoint Committee Chairs and members needed, and be a member, ex-officio, of all committee and shall exercise such other functions as are normally ascribed to the office of president or chairman of a corporation.
2. The Vice-President shall preside in the absence of the President. He hall be responsible for coordinating all collector’s meetings and workshops. He will appoint members to serve on his committee members and assist in this effort.
3. The Membership Coordinator shall maintain and update the SMSC membership list, facilitate contact among members, appoint members of, and chair meetings of, the Membership Committee and transact all business relating to application and renewal of memberships.
4. The Secretary, shall keep accurate records of the regular and executive meetings, shall record and tally all votes cast, whether in person or by proxy, at SMSC meetings, and shall conduct the general correspondence of the SMSC. He shall submit the minutes to the SMSC Members Website for publication.
5. The Treasurer shall oversee the financial affairs of the SMSC, including the collection of dues and shall insure the keeping of accurate account of all receipts and disbursements of the SMSC. He shall maintain the SMSC bank account, and present a semi-annual financial statement to the Board and arrange to insure the filing of all necessary forms with the IRS and applicable state agencies.
6. The Parliamentarian shall be responsible for proposing by-law revisions, as well as making sure all Board and committee meetings are run according to Robert’s Rules of Order to the extent required by any member of the Board or committee. He shall present all proposed revisions to the by-laws tot he Board for decision.
7. The Webmaster shall establish the Organization’s domain name, and shall design, maintain and periodically update the Organization’s website. Design of the website shall be subject to the approval of the Board of Officers and will be compatible with the 1250 Scale Message Board. The Board shall have authority to set policy regarding SMSC electronic and other communications.
8. For the purposes of Massachusetts law (MGL 180 ?6A) the Board of Directors shall choose a Clerk who shall be a permanent resident of the Commonwealth of Massachusetts. The Clerk shall be responsible, at the direction of the Officers and the Board, for convening the Annual Meeting and otherwise acting as the Organization’s representative in its dealings with the Commonwealth. The position of Clerk may be held by any Officer or Board Member provided that individual maintains residency in the Commonwealth. In the event that none of the elected Officers or Board Members maintains such residency, the Board shall appoint a Resident Agent who meets the Commonwealth Residency requirement to act as Clerk.
9. The Board may establish such other Officers, who shall not be Board Members unless explicitly so directed by the Board, as it may deem appropriate for the conduct of the SMSC’s activities.
Article VII – Standing Committees
1. The Board may, from time to time, create and dissolve such committees as may be needed and required to further the goals of the organization. The chairs for these committees will be on a volunteer basis and be approved by the Board. The committees’ membership shall be drawn from among the Members of SMSC, but shall not be limited to them.
Article VIII – Amendment of Bylaws
1. These bylaws may be amended by application to the Board by any member of the SMSC in good standing. Provisional ratification of the amendment shall be by a majority vote of the Board. Once so ratified, the amendment shall be submitted in writing to the SMSC membership for vote no less than 10 days prior to the Annual Meeting, unless otherwise determined by the Board.
2. Amendments approved by Board vote do not take effect until approved by a majority vote of members present at the Annual Meeting of the SMSC or a special meeting of its members.
3. Procedures not covered herein shall be governed by Roberts Rules of Order.
4. The SMSC Board shall duly amend the bylaws according to any amendment so approved by vote of the Membership.
Article IX –Tax Status and Dissolution
1. In the event of the dissolution of the SMSC, all assets shall be assigned to an organization qualified under with Section 501 (c) (3) of the Internal Revenue Code or corresponding sections of any future Federal tax code chosen by the Board,
2. SMSC shall at all times be operated so as to continue to qualify as an organization described in Section 501(c)(4) of the Internal Revenue Code (or any corresponding future provision of federal tax law). In no event shall any part of the net earnings of SMSC inure to the benefit of any private shareholder.
3. Notwithstanding any other provision of these bylaws, the Board may at any time elect to take such action as may, in the Board’s judgment, be appropriate to qualify the SMSC, or a subsidiary thereof, as an organization described in section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax law.
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