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I. Name and Purpose Section 1. This organization shall be called the Antiques Council, hereinafter referred to as the Council. Section 2. The Council is incorporated in the State of Connecticut as a not-for-profit organization. Section 3. The Council's fiscal year shall begin on January 1 and end on December 31. Section 4. The purpose of the Council is to furnish the combined professional knowledge and managerial experience of its membership, upon request, to sponsors of charitable organizations which conduct or intend to conduct repetitive fund-raising antiquarian events of the highest caliber (commonly referred to as "antiques shows"). Such services shall be performed under written contract. Section 5. The ancillary aims of the Council are two-fold: 1). To develop, and require among its membership strict adherence to, a Code of Ethics (q.v.) regarding the authenticity, age, true condition, and provenance of their merchandise, and the honest purveyance of said merchandise to the public. 2). To develop and provide educational activities
in the form of lectures, seminars, and guided show and museum tours,
for both the membership and the public. Such activities shall relate
to the diverse field of antique artifacts and the collecting thereof.
The personnel resources for
these activities shall be taken from both the membership and other recognized
experts in the field. II. Government Section 1. The chief governing body of the Council shall be a Board of Directors. The Board of Directors shall consist of 15 members, divided into three classes of five members each, the term of each class to be for three years. Each year five Directors shall be elected to take the places of those whose terms have expired. Section 2. Vacancies in the Board of Directors may be filled by vote of a majority of the Board, with the Directors so elected to be assigned to the classes in which the vacancies occur. Section 3. Immediately after each election of Directors, the Directors shall elect the officers of the organization, including a President, a Vice-President, a Secretary, a Treasurer, a Director of Council Communications, a Director of Education, a Director of Facilities, a Director of Publicity, a Director of Shows and a Director of Standards, all of whose duties shall be as described herein, as well as any other officials or agents as might be deemed necessary. Section 4. Immediately after each election of officers, the Board of Directors shall designate five of its members as the Executive Committee, with powers to act for the Board of Directors when the Board is not in session. The Executive Committee is accountable to the full Board of Directors for its actions, which it will report to the Board at its next meeting. Section 5. Each Class of Directors shall be nominated by the Board of Directors and elected by the Membership. Names of perspective nominees may be suggested in writing to the Secretary by any member in good standing at any time prior to the last Board meeting before September15. The names of the members nominated by the Board to serve three year terms as Directors shall be submitted to the membership by the first day of October. Ballots received by the Secretary by October 21 shall be opened and recorded prior to the end of the month by any two members of the Board appointed by the Board of Directors for that purpose. Section 6. The 10 members of the Antiques Council who are serving as elected officers as of January 1, 1995 shall be entitled to serve their full elected term of office. Five additional Directors, to be know as the Class of 1997, shall be elected as soon as practicable after January 1, 1995. The five Directors who shall be known as the Class of 1998 shall be elected in the prescribed fashion in December, 1995. Immediately after their election, the Board shall vote to fill for one year the offices that have become vacant at the end of 1995 ( Vice-President, Treasurer, Director of Education, Director of Publicity and Director of Shows). At the end of 1996, the Class of 1999 shall be elected in the prescribed fashion. Immediately after their election, the Board of Directors will elect the complete slate of officers and the revised Constitution will be in full effect. III. Officers Section 1. The officers of the Council shall be a President, a Vice-President, a Secretary, a Treasurer, a Director of Council Communications, a Director of Education, a Director of Facilities, a Director of Publicity, a Director of Shows and a Director of Standards. Section 2. The President and Vice-President shall be ex officio members of all appointed and standing committees, entitled to vote but not counted in forming a quorum. IV. Duties of the President Section 1. The President, or in his absence, the Vice-President, shall preside over all meetings of the Council. Section 2. The President, with the Treasurer, shall sign all legal contracts and obligations of the Council. Section 3. The President Shall appoint all Show Liaisons for the Council, subject to confirmation by the Board of Directors. Section 4. The President shall appoint a Chairman and all participating members of Dealer Selection Committees for all shows produced in association with the Council. Section 5. The President serves as the Council's primary spokesperson in matters relating to the press and the media. Section 6. The President shall act as Chairman
and primary public spokesperson
for the New Business Committee, and select his own committee members
subject to confirmation by the Board of Directors. V. Duties of the Vice-President Section 1. The Vice-President shall, in the absence of the President, preside over all meetings as above, and act for the President in all other capacities. Section 2. The Vice-President shall act as liaison with legal counsel for matters concerning the Council. Actions taken on behalf of the Council shall be subject to approval by the Board of Directors. Section 3. The Vice-President shall act as liaison
with insuring bodies, for the purpose of managing the insurable affairs
of the Council. Actions taken on behalf of the Council shall be
subject to approval by the Board of Directors. VI. Duties of the Secretary Section 1. The Secretary shall keep a complete
record of all the proceedings of the Council and of the Board of Directors
and shall conduct the ordinary correspondence of the Council and
the Board of Section 2. The Secretary shall send written notices by mail to each member of the Council of all general meetings or other events of the Council. After said meetings, the Secretary shall, after review by the President or Vice President, send a summary of the minutes of the meeting to the Director of Council Communications for inclusion in the next general newsletter. Section 3. The Secretary shall send notices of all impending meetings of the Board of Directors to each member of the Board, to include date, time, place, and proposed agenda. Section 4. The Secretary shall maintain all name and address information for each member of the Council, and be responsible for keeping such information up-to-date. Section 5. The Secretary shall manage the process of admission to membership of applicants for the Council. Section 6. The Secretary shall promptly notify candidates of their election to membership, and also notify each member of the Board of Directors of said election with the new member's name and address information, as part of an updated and complete Council membership list Section 7. The Secretary shall, in good time, send to each new Member a Council information package, consisting of a copy of the By-Laws, a copy of the Constitution, a copy of the Code of Ethics, and a copy of the current Membership list. 5/98 Section 8. The Secretary shall present to the Board of Directors for
its consideration the names of any members suggested for nomination to
the Board of Directors, and shall send to each member by October first
of each year the full list of members nominated by the Board of Directors
to serve three year terms on the Board of Directors. VII. Duties of the Treasurer Section 1. The Treasurer shall perform all duties normally pertaining to that office: receive all moneys due the Council; make all payments of bills current and those legally contracted by the Officers and Committees of the Council, after such payments have been approved by the President; file all required State and Federal Tax and Information returns. Section 2. The Treasurer shall, with the President, sign all written contracts or obligations entered into by the Council. The Treasurer shall be empowered to issue checks on Council accounts up to but not exceeding $500, using only his own signature. Checks issued over $500 shall be issued only with the signature of the Treasurer and the President. Section 3. The Treasurer shall see to the collection of dues as set forth in the By-Laws. Section 4. The Treasurer shall promptly bill all new members for dues as soon as possible after confirmation of membership by the Board. Said dues are to be prorated, based on a year divided into twelve equal parts, for the remaining time left in the year. Section 5. The Treasurer, with the approval of the Board, shall ensure that an audit of the Council's finances is performed, and issue an annual report and opinion thereon. Section 6. The Treasurer shall present each year at the first full meeting of the Council, the auditor's report for the previous year ended December 31, showing the financial status of the Council. The Treasurer shall also provide a printed summary of said annual report to the Director of Council Communications for inclusion in the next general newsletter to the membership. Section 7. The Treasurer's records and accounts
shall all be open upon demand to the President and the Board of
Directors. VIII. Duties of the Director of Council Communications Section 1. The Director coordinates and disseminates information within the Council, primarily by newsletters to the membership, containing synopses of Board meetings, and information about relevant current events. Section 2. The Director maintains the Dealer Profile database on facility requirements, merchandise and specialties, and makes this information available to Education, Facilities and Publicity committees. Section 3. The Director compiles and maintains the Council's
Central Show Calendar. IX. Director of Education Section 1. The Director develops and implements programs for informative and instructive activities, with the purpose of educating buyers and prospective buyers of antiques. Section 2. The Director prepares proposals with educational themes for Council and Charity fund raising activities. Section 3. The Director is empowered to recruit
and appoint Members to a standing Education Committee. X. Director of Facilities Section 1. The Director develops and documents procedures for managing antique show facilities in conjunction with the show liaison. Section 2. The Director, when working under contract with Charity antique show sponsors on behalf of the Council, works with local authorities (fire, police, etc.) to meet legal and municipal requirements for staging the show. Section 3. The Director assists in or manages, per
contract agreement, the following antique show functions: Section 4. The Director is responsible for the design of the antiques show floor layouts, subject to review and approval by the Director of Shows and/or Charity Committee. Section 5. The Director is empowered to recruit and appoint Members to a standing Facilities Committee. Section 6. The Director of Facilities reports directly to the Director of Shows and then to the President. XI. Director of Publicity Section 1. The Director develops, implements, and/or oversees all Council publicity and advertising programs. Section 2. The Director works with Charity show publicity committees as needed, and coordinates Council publicity activities relating to specific shows with said committees. 5/98 Section 3. The Director solicits and documents suggested publicity programs from Council Members for use in show publicity efforts. Section 4. The Director manages and coordinates Council publicity plans and programs with outside groups, such as dealer leagues, other show committees, other show managers, etc. Section 5. The Director is empowered to recruit and appoint Members
to a standing Publicity Committee. XII. Director of Standards Section 1. The Director establishes standards for all categories of merchandise relating to, but not limited to, age, restoration, condition, and labeling. Said standards are to be compiled in a standard format and published for the use of all show participants in shows produced in association with the Council. Section 2. The Director establishes, publishes, and implements enforcement and arbitration procedures for maintaining the Council's merchandise standards at shows produced in association with the Council. Section 3. The Director is empowered to recruit and appoint Members to a standing Standards Committee. XIII. Duties of the Director of Shows Section 1. The Director has overall responsibility for the show liaison function for all antiques shows produced in association with the Council. Section 2. The Director will supervise each Show Liaison, and will keep the Board informed about the activities of each. The Director will see that open communication between the Board and the individual Show Liaisons is maintained, and will arrange their attendance at Board meetings as required. Section 3. The Director will submit to the Board for its approval recommendations on all matters of policy affecting all shows managed by the Antiques Council. XIV. Membership Privileges shall be extended by invitation to companies engaged in the business of selling antiques through the medium of antiques shows as substantial portion of their marketing efforts. Each membership position in the Council shall be a company rather than a person or persons. Each member shall have one vote in Council matters. Membership shall not be denied to any applicant on the basis of sex, race, color, creed or national origin. The charter membership is closed. Section 1. The process of admission to Membership is as follows: Candidates for membership will only be by invitation of the Board. Candidates for consideration for invitation will be developed through
one of two sources: - Member-generated suggestions from membership may be directed to the Secretary for submission to the Board for consideration. All suggestions shall be turned over to the Membership Committee, which shall consist of no fewer that five members appointed by the President and approved by the Board. The Secretary shall serve as the Chairman of the Committee. The Membership Committee shall:
Upon a decisive vote by the Board, the Secretary shall notify the candidate in writing of the Board's decision. Section 2. Membership is for one fiscal year, ending December 31. Section 3. A Member's annual dues shall be paid according to the By-Laws. Section 4. Upon election to membership, a new Member shall receive, from the Secretary, a Council information package containing, but not limited to, copies of the By-Laws, Constitution, Code of Ethics, and the latest Membership list. 5/98 Section 5. Upon evidence of failure to abide by the terms of the Council's Code of Ethics, or evidence of personal and/or professional behavior deemed by the Board to be harmful to the Council and the public trust therein, disciplinary action shall be discretionary by confidential vote of the Board of Directors. Action may be: 1. Full exoneration XV. Amendments to the Constitution Section 1. This Constitution may be amended by a two-thirds vote of the Council membership, provided that at least thirty days previous notice of the proposed amendments shall be sent to each Member of the Council. Said amendments must be set forth in full in the notice, and the notice shall be in the form of a ballot and be signed by no less than five Members of the Council. BY-LAWS of the ANTIQUES COUNCIL I. Order of Business
The rules and orders of Robert's Rules of Order shall govern the meetings
of the Council so far as they are applicable and not inconsistent with
these By-Laws. II. Dues Section 1. The annual Dues shall be set by the Board of Directors and notices to Members shall be sent by the Treasurer at the beginning of each calendar year. If not paid within thirty days after due notice by the Treasurer, a second notice will be sent to all delinquent members by registered mail, and if payment is not then made within thirty days, said member may be dropped from the Roll of Membership at the discretion of the Board. Section 2. Any increase in annual dues exceeding
twenty percent must be approved by a plurality vote of the entire Membership, by
ballot which is to include a full explanation for the increase and
a projection of the way in which the monies are to be spent. III. Meetings of the Council Section 1. There shall be an annual meeting of the Council. Section 2. There shall be a meeting of the Board of Directors at the discretion of the President, but not less than two times per year, and upon notification of Officers by the Secretary. IV. Board of Directors Section 1. The Board of Directors, hereinafter known as the Board, shall hold a meeting of the Council as practicable, but not less than two times per year. Special meetings of the Board shall be called by the Secretary at the direction of the President, or in his absence, by the Vice President, or at the written request of three members of the Board. At any meeting of the Board seven members shall constitute a quorum. All proceedings of the Board shall be privileged and confidential. Section 2. The Board of Directors shall enforce, uphold and maintain the Code of Ethics as enacted and now adopted as part of the Laws governing this Council, and shall give force and effect to the Rules of Procedure applicable thereto and shall, at its discretion, constitute itself into a Board of Arbitration with full power and authority to adopt such rules and regulations as may become necessary in order to at all times uphold the sanctity of the said Code of Ethics and its Rules of Procedure. V. Special Committees Section 1. Special Committees may be appointed each year, if required, by the President and confirmed by the Board of Directors of the Council. These Committees shall work in harmony with the Council and report at meetings of the Board as required. VI. Amendments to the By-Laws Section 1. These By-Laws may be amended by a two-thirds vote of the Council membership provided that at least thirty days previous notice of the proposed amendments shall be sent to each member of the Council. Said amendments must be set forth in full in the notice, and the notice shall be in the form of a ballot and be signed by no less than five members of the Council 5/98 |
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