AMSA [American Medallic Sculpture Association] Bylaws
First Revision April 1995 other Amendments and Revisions Approved June 2002.
Amended by-laws approved May 15th, 2012.
ARTICLE ONE :
SECTION 1: NAME OF ORGANIZATION
The American Medallic Sculpture Association, Inc. is the name of this organization, which is also known as AMSA.
SECTION 2: PURPOSE
The purpose of the not-for-profit Association shall be the furtherance of medallic sculpture, primarily in North America, through education, exhibitions, awards, publications, and other activities aimed at promoting medallic art.
ARTICLE TWO
SECTION 1: MEMBERS – DUES
There shall be one class of Member. Membership shall be open to all persons interested in the purpose of the Association, each of whom shall be entitled to a single vote. Membership dues shall be set by the Board of Directors/Officers at least once each year. In their failure to do so, the dues shall be at the last rate cited by the Board, or in the failure to so determine at $40 per year for residents of the United States and Canada and $50 for all others. Membership dues for students shall be $20 per year with a copy of the student ID. This a small dues increase of $5 for each category except student rate remains the same. The Secretary shall email, or mail if no email address is available, dues statements to members by November 1 and a reminder by December 1. Dues are payable annually by January 1st. New members will pay dues in full upon joining the organization. If joining in the last quarter of the calendar year, dues will be applied to membership for the coming year. Note change of when the dues are to be paid. This should help the confusion in the past over when dues were due. Members who are not paid up to date shall not be eligible for any rights of membership, including but not limited to: voting,
entering their works in exhibitions, holding office, receiving publications of the Association, etc..
SECTION 2:
Amendment to Section 2: Annual and General Meetings
An annual meeting of the membership shall be held in conjunction with an annual workshop or Festival of Medallic Art to be held at suitable sites, as the Board of Directors shall designate, during the month of: May, June or July.
SECTION 3: SPECIAL MEETINGS
Special meetings of the membership may be held upon the written request to the President of at least ten members of the organization, or the vote of six (6) members of the Board of Directors, or the determination of the President.
SECTION 4: NOTICE OF ANNUAL AND SPECIAL MEETINGS
Written notice of time, date and place of holding such meetings shall be given by mailing a copy thereof with a list of major items of business to each member, not less than twenty-one (21) days or more than forty-five (45)days before such meeting.
SECTION 5: QUORUM
At all meetings of the membership , ten (10) members in good standing, present, constitute a quorum for the transaction of business.
SECTION 6:
At any meeting of the membership, each member present in good standing shall be entitled to one vote. Approval or disapproval of proposed actions shall be by vote of the majority of members present, or at least six (6) members in good standing present, whichever is the greater. At any meeting at which there is a quorum, a majority of members in good standing present may vote to have an issue decided by absentee ballot. Upon demand of any member, any vote shall be written secret ballot. The President, in such event, shall appoint impartial individual(s) to count such ballots. The tally of the vote will be recorded by the Secretary in the minutes and validated by the impartial individual(s).
SECTION 7: ORGANIZATION
The President of the Association shall preside at all meetings of the members, or in the absence of the President the first Vice President, the second Vice President, the Secretary, then the Treasurer—in that order–shall preside. In the absence of all these officers, another member of the Board of Directors or any member of the Association
appointed by the President may preside. The Secretary of the Association shall act as Secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary Pro Tempore.
ARTICLE THREE: BOARD OF DIRECTORS
SECTION 1: NUMBER, QUALIFICATIONS AND ELECTION
Each member of the Board of Directors must be in good standing of the Association and, except for replacement directors as described below, must be voted into office by the AMSA membership. Each must be willing and able to actively serve on and attend meetings of the Board, usually held in the headquarters city of the Association. (See ARTICLE THREE: Section 5). Each Board member is entitled to one vote. The Board of Directors shall consist of at least eleven (11) individuals: five (5) Officers of the Association as detailed below plus six (6) Directors. It also may include any ex-president of the Association willing and able to actively serve on and attend meetings of the Board, if that individual has been approved by vote of the membership at the time of the annual election.
SECTION 2: TERM OF OFFICE
Directors shall be elected to a term of four years, staggered so that one half, (or a number as close to that as possible), of the Directors/Officers are elected in each election year. Officers shall be elected every two years. Should a Director run for election as an Officer, the Elections Committee should list sufficient candidates on the ballot to fill all potential vacancies. Directors who run for election as an Officer will serve out their term of office as a Director if they are not elected Officers at the time of the annual election.
ELECTION
Directors/Officers shall be elected by the Membership in an electronic/postal Biennial Election.
The Biennial Election shall be held in the month of June.
SECTION 3: VACANCIES
In the case of any vacancy on the Board of Directors, the remaining members may decide, by majority vote of those present or at least 6 members present, whichever is greater, whether or not and whom to appoint as successor for the unexpired portion of the term.
SECTION 4: POWERS AND DUTIES.
The Board of Directors shall have general power to manage and control the affairs and property of the Association and shall have full power to adopt rules and regulations governing the actions of the Board. It shall have full and complete authority with respect to the distribution and payment of moneys received by the Association —-except that the fundamental and basic purpose of the Association, as expressed in the Certificate of Incorporation and the Bylaws of the organization, shall not thereby be amended or changed and —except further that the Board of
Directors shall not permit any part of the net earnings or capital to inure to the benefit of any member or other private individual except as recompense for approved services rendered, or approved expenses incurred.
SECTION 5: PLACE OF MEETING
The Board of Directors may hold their meetings within and without the State of New York as the majority of members then in office or six (6) Board members, whichever is greater, may from time to time determine.
SECTION 6: REGULAR MEETINGS; NOTICE AND AGENDA
Regular meetings of the Board of Directors shall be at such times and in such meeting locations as arranged for by the Secretary or other Board appointee to
insure that the greatest number of Directors/Officers can attend. All such meetings shall be open to all members of the Association. A schedule of tentative dates and locations of meetings shall be published at least once each year and distributed to the general membership, with the telephone number and address of the Secretary so that members interested in attending know whom to contact for exact time and places of Board meetings. Individual notices shall be sent by mail or e-mail to each member of the Board of Directors no less than twenty-one (21) and no more than
forty-five (45) days before each meeting. The notices shall contain an agenda of at least the main items of business to be discussed at the meeting. Members may attend as observers only, with no rights to participate.
SECTION 7: SPECIAL MEETINGS
Special meetings of the Board may be held in emergency situations, upon the call of the President or any three members of the Board. Notice of time, place, and purpose of every special meeting shall be telephoned, e-mailed or faxed to each Director a minimum of two days before the meeting. Normal rules regarding quorum and voting shall obtain. The Board also may transact business without a meeting, if three-fourths of the directors term in office send a written consent of a proposed action to the Secretary. The Secretary shall keep these written statements with the minutes of the meetings of the Board.
SECTION 8: QUORUM AND VOTING
A majority of Directors then in office or six (6) Directors, whichever is greater, present in person or by telephone or by approved electronic means shall constitute a quorum for the transaction of business. Approval or disapproval of proposed actions shall be by majority of the Directors present, but at least six (6) Directors present, whichever is the greater.
ARTICLE FOUR: OFFICERS
SECTION 1: NUMBERS AND QUALIFICATION OF OFFICERS
The Officers of the Association shall be a President, two vice Presidents, a Secretary, a Treasurer, and such other officers as the members may elect from time to time. No person may hold more than one office.
SECTION 2: COMMITTEES; STANDING
The Board or the President may appoint ad hoc committees of directors and/or members to serve for the length of time and scope or purpose as the Board or President shall determine. Committee decisions shall be by majority vote
of the committee members. Meetings and voting may be held in person or by conference call. Committee decisions (other than those of the Nominating Committee) must be ratified by the Board, and the committee must present the
results of its deliberations to the Board in sufficient detail to allow the Board to arrive at its decision. The Nominating Committee shall consist of the Director members of the Board of Directors not eligible for re-election and not running for office, and shall consist of at least three persons. If at any time there are not three such individuals, the President can appoint the remainder of the committee. To make it possible for the committee to do its work, the Secretary must make an updated list of dues-paid members’ names, addresses and telephone numbers available to the committee.
The following is an outline of the Nominating procedure:
1) The membership shall be notified in the Association newsletter or other written advice that the Nominating Committee is seeking nominees for office.
2) The slate developed by the Nominating Committee shall be sent to the membership at least two months before the annual meeting, along with a brief description of each nominee’s qualifications as described below. To the extent possible, it shall contain at least two candidates for each Officer position and Director vacancy. It is the responsibility of the committee to determine that the individuals so nominated are willing to perform the duties of the office and position.
3) Members may submit write-in nominations to the Chair of the Nominating Committee during the three week period commencing with the date of mailing the slate.
4) The Secretary in conjunction with the Chair of Nominating Committee, chosen either by the majority of the committee members or appointed by the President, has the next two weeks in which to verify willingness to serve for any write-in nominees and to prepare and mail the official ballot to full paid-up members only. To accompany the ballot, the Secretary, in conjunction with the Chair of the Nominating Committee, shall prepare a brief description of each nominee’s background, highlighting prior and/or future expected services to AMSA and other relevant information.
5) The members have three weeks from date of mailing of the final ballot to cast their vote in writing. Members who have not sent their written vote may do so at the annual meeting. To avoid duplication of votes all ballots must be enclosed in sealed envelopes with name clearly written and signed on the outside envelope. The ballot should be inserted, unsigned, into the inside envelope. This insures a confidential voting procedure. The votes will be tallied at the time of the annual meeting by the Chair of the Nominating Committee or by someone appointed by the president if the Nominating Chair is unable to be present. The numeric result of the voting along with the ballots themselves become an official part of the Association’s records maintained by the Secretary.
6) To preserve independence in the process, the Nominating Committee will not submit their recommendations to the Board for approval. However, the Committee must ascertain that all the individuals nominated are members in good standing and that they are willing and able to carry out the duties of the position for which nominated.
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SECTION 3: OTHER AGENTS AND ADVISORS
The Board of Directors from time to time may appoint such agents and advisors as it shall deem necessary and shall have the authority to determine the duties of such agents and advisors. No advisors of the Association shall receive any salary, compensation or emolument for any service rendered to the Association, except that the Board of Directors may authorize payment of reasonable expenditures previously approved by the Board for activities on behalf of the Association. The Board may approve payment of reasonable compensation for activities of agents
previously approved by the Board. All appointments and compensation must be reviewed by the Board at least once a year. Approval of all appointments and any compensation must be by the majority of the Board members present at a meeting, or at least six (6) Board members present, whichever is the greater number. In no instance will an appointed advisor or agent have voting rights on the Board of Directors.
SECTION 4: REMOVAL
Any Officer or Director of the corporation may be removed with cause by a vote of three-fourths of the Board of Directors then in office present. The affected member will not be entitled to vote. Appointed agents and advisors may be removed by vote of the majority of Board Members in office present, or at least six (6) members of the
Board of Directors present, whichever is the greater number.
SECTION 5: PRESIDENT, POWERS AND DUTIES
The President shall preside at all meetings of the membership and of the Board of Directors. He or she shall have general supervision of the affairs of the Association, and the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Association, all contracts authorized specifically by the Board of Directors. He or she shall be a de facto member of the Board of Directors.
SECTION 6: VICE PRESIDENT’S POWERS AND DUTIES
The two Vice Presidents shall have such powers and duties as may be assigned by the President and the Board of Directors. The First Vice President shall be the vice presidential candidate with the most votes elected to office. In the absence of the President the First Vice President shall perform the duties of the President. In case of vacancy in the office of the President, the First Vice President shall become President and the Second Vice President will become First Vice President. The Vice Presidents shall be de facto members of the Board of Directors.
SECTION 7: SECRETARY DUTIES
The Secretary shall perform the following duties or cause them to be performed:
Take minutes of all meetings of the members and Board of Directors, retain them in typed or printed form as part of the permanent records of the Association and transmit in a timely manner a typed or printed summary of the proceedings to members and Board of Directors, respectively. He or she shall attend to the giving and serving of all notices of the Association, shall maintain a master name and address list with the membership status of each member and any other list of names and addresses that the Association may require. He or she shall perform all other duties customarily incident to the office of the Secretary. The Secretary shall be a de facto member of the Board of Directors.
SECTION 8: TREASURER POWERS AND DUTIES
The Treasurer shall have the custody of all funds and securities of the Association.
The Treasurer shall deposit all moneys and other valuable effects of the Association in the name and to the credit of the Association in such banks or other depositories as the Board of Directors may designate and shall maintain records of all Association assets. The Treasurer shall keep receipts and documentation for all expenditures of the Association. The Treasurer shall cause to be kept full and accurate accounts of revenue and disbursements of the Association and render or cause to be rendered regular and ad hoc statements of same as required by the Board. At a minimum quarterly, the Treasurer shall render or cause to be rendered a financial statement showing revenues to date by source (including payment status of members) and expenses to date by payee and type of expenditure. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Association
and shall perform all duties incident to the position of Treasurer, including preparing taxes and other filings or cause them to be prepared. Upon receiving appropriate evidence/receipts for expenses of the Association, the Treasurer shall reimburse or cause to be reimbursed in a timely manner those expenditures specifically approved as line budget items by the Board of Directors. For reimbursement or checks for up to $1,000 may be drawn with his/her own authority and up to $2,000 with the additional approval of the President. Checks over these amounts must have the authorization of the Board. The Treasurer is a de facto member of the Board of Directors.
ARTICLE FIVE: CONTRACTS AND OTHER LEGAL AND FINANCIAL INSTRUMENTS
SECTION 1: CHECKS, NOTES AND CONTRACTS
The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Association and shall determine who shall be authorized in the Association’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and other financial and legal documents.
SECTION 2: INVESTMENTS
The funds of this Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal and otherwise, or stocks, bonds or other securities as the Board of Directors in its discretion may deem desirable.
ARTICLE SIX: OFFICE, BOOKS, SEAL
SECTION 1: OFFICE
The headquarters and office(s) of the Association shall be located at such place(s) as the Board of Directors may from time to time determine in keeping with its bylaws and articles of incorporation.
SECTION 2: BOOKS
The books of the financial accounts of the Association will be kept at the office of the Treasurer. Accounts of Association transactions, including a minutes book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws and all minutes of meetings of the membership and of the Board of Directors will be kept at the office of the Secretary.
SECTION 3: CORPORATE SEAL
The seal of the Association shall bear the name of the Association and words and figures showing that it was incorporated in the State of New York in 1985 [Editor’s note: AMSA was founded in 1982 but that doesn’t mean it was incorporated that year].
ARTICLE SEVEN: FISCAL YEAR
The fiscal year of the Association shall be determined by the Board of Directors, but unless otherwise stated shall start July 1st and end June 30th.
ARTICLE EIGHT: INDEMNIFICATION
The corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made or threatened to be made, a party to any action or proceeding for reason of the fact the he is testator or intestate was a Director, Officer, employee or agent of the Association, against judgment, fines, amounts paid in settlement and reasonable expenses including attorneys’ fees.
ARTICLE NINE: AMENDMENTS
These bylaws may be amended at any time by the affirmative vote of a majority of the members in good standing at the time of an annual meeting or another meeting specially organized for that purpose. Each member must be made aware of the proposed changes in writing; given the opportunity to understand what the changes are and how the organization will be affected by them; and given the opportunity to comment on them and cast a vote by ballot or in person at the annual or special meeting before the meeting and vote take place.
AMSA Proposed By-Laws Changes, May 2. 2012.
All changes were approved by the membership
To help AMSA work more efficiently in the 21st century the board has come up with some changes that are in line with today’s way of doing business and to help communicate better with our members. The full AMSA Board of Directors have unanimously approved the following changes to our By-Laws: Please check if you approve or disapprove and mail back to: AMSA P.O Box 1201, Edmonds, WA 98020.
You can vote electronically if you wish. This form will also be sent as e-mail. Thank you very much for your help!
Existing By-Law: ARTICLE TWO: MEMBERS
SECTION 1: DUES
There shall be one class of Member. Membership shall be open to all persons interested in the purpose of the Association, each of whom shall be entitled to a single vote. Membership dues shall be set by the Board of Directors/Officers at least
once each year. In their failure to do so, the dues shall be at the last rate cited by the Board, or in the failure to so determine, at $35 change to $40 per year for residents of the United States and Canada and $45 change to $50 for all others. Membership dues for students shall be $20 per year with a copy of the student ID. This a small dues increase of $5 for each category except student rate remains the same.
The Secretary shall email, or mail if no email address is available, dues statements to members by (change to) November 1 and a reminder by December 1. Dues are payable annually by January 1st. New members will pay dues in full upon joining
the organization. If joining in the last quarter of the calendar year, dues will be applied to membership for the coming year. Note change of when the dues are to be paid. This should help the confusion in the past over when dues were due. Members who are not paid up to date shall not be eligible for any rights of membership, including but not limited to: voting, entering their works in exhibitions, holding office, receiving publications of the Association, etc..
Existing By-Law: ARTICLE THREE, SECTION 2: TERM OF OFFICE
Each officer shall be elected for one year. Each of the ex-President members of the Board of Directors shall be elected for a term of one year. Each of the six (6) Directors shall be elected for a term of three years, staggered so that two new directors are elected each year. Current Board members may run for re-election to the Board. Should a Director run for election as an Officer, the Elections Committee should list sufficient candidates on the ballot to fill all potential vacancies. Directors who run for election as an Officer will serve out their term of office as a Director if they are not elected Officers at the time of the annual election.
Proposed changing to: Directors shall be elected to a term of four years, staggered so that one half, (or a number as close to that as possible), of the Directors/Officers are elected in each election year. Officers shall be elected every two years. Should a Director run for election as an Officer, the Elections Committee should list sufficient
candidates on the ballot to fill all potential vacancies. Directors who run for election as an Officer will serve out their term of office as a Director if they are not elected Officers at the time of the annual election.
Summary: This change is recommended so that less time is spent with annual elections and that the entire process be simpler.
ELECTION
Directors/Officers shall be elected by the Membership in an electronic/postal Biennial Election. The Biennial Election shall be held in the month of June.
Summary: In an effort to reduce the amount of time spent on the election of the board.
Existing By-Law: ARTICLE THREE, SECTION 6: REGULAR MEETINGS; NOTICE AND AGENDA
Regular meetings of the Board of Directors shall be at such times and in such meeting locations as arranged for by the Secretary or other Board appointee to insure that the greatest number of directors, Directors/Officers can attend. All such meetings shall be open to all members of the Association. A schedule of tentative dates and locations of meetings shall be published at least once each year and distributed to the general membership, with the telephone number and address of the Secretary so that members interested in attending know whom to contact for exact time and places of Board meetings. Individual notices shall be sent by mail or e-mail to each member of the Board of Directors no less than twenty-one (21) and no more than forty-five (45) days before each meeting. The notices shall contain an agenda of at least the main items of business to be discussed at the meeting. Members may attend as observers only, with no rights to participate.
Summary: The above change is recommended in order for the Board to have an Annual Meeting, and one concurrent with the annual Membership gathering. New wording is in bold print and old wording in italics.
Existing By-Law: ARTICLE FOUR, SECTION 2
Committees clarified, changes to Nominating Committee solely for purposes of synchronizing with other proposed changes.
Propose change to: SECTION 2: COMMITTEES; STANDING
Existing By-Law: ARTICLE FOUR, SECTION 8: TREASURER POWERS AND DUTIES
…..For reimbursement or advance of expenses incurred in pursuit of normal association business , but not specifically authorized by the Board, checks for up to $200 may be drawn with his/her own authority and up to $400 with the additional approval of the President. Checks over these amounts must have the authorization of the Board…..
Propose change to: checks for up to $1,000 may be drawn with his/her own authority and up to $2,000….
Through-out the By-Laws, an addition of the following wording has been included:
“…or by approved electronic means shall constitute a quorum for the transaction of business…”
Summary: This change is to enable the organization to use technology in order to get its business done more efficiently..
Friedrike Merck, Chair By-Laws committee with Douglas White and Jamie Franki.