Old Reel Collectors Association, Inc.
ORCA, Inc. is a voluntary, non-profit corporation
CONSTITUTION AND BYLAWS
I. ESTABLISHMENT AND RATIFICATION
This Constitution and Bylaws shall take effect upon ratification by a simple majority of the members of the Old Reel Collectors Association, Inc., (hereinafter also referred to as the “Corporation”), who are voting and entitled to vote at the Annual Meeting of the Corporation in St. Charles, IL. on July 7, 1995. No part of the Constitution and Bylaws shall have governed any activities of the Corporation prior to July 7, 1995.
II. ORGANIZATION NAME
The name of the organization shall be “Old Reel Collectors Association, Inc.” (also known as “ORCA, Inc.”).
- The Old Reel Collectors Association, Inc. is a non-profit, tax-exempt, educational corporation, incorporated in the State of West Virginia, subject to the laws and regulations of that State. All members by virtue of their application agree that West Virginia shall be the sole forum for resolving any disputes of a civil nature involving corporate matters.
- The purpose of the Old Reel Collectors Association, Inc. is education through the collection and distribution of historical and technical data regarding fishing reels, their development and their inventors and manufacturers from the earliest times through the present day. In order to enhance the knowledge of these subjects, the collection and preservation of examples of post-production fishing reels is to be encouraged for the benefit of present and future generations. Nothing in Article III shall be construed to restrict or modify the activities of the Corporation or its Officers or Directors.
IV. MEMBERSHIP AND DUES
- Active membership shall be open to all persons with an expressed interest in the purposes of the Corporation as detailed in Article III.
- Dues for active membership shall be due annually on the 1st day of January.
- The amount of the dues may be changed by a simple majority vote of the voting Officers and Directors of the Corporation (hereinafter referred to as the “Board”).
- A membership shall include the primary member, the spouse of the primary member, and any unmarried children of the primary member or the spouse who are under the age of 18 years. Each family membership shall be entitled to only one (1) vote in any election. The vote may be cast by either the primary member or the spouse.
- The status of “Honorary Member” may be conferred upon any person deemed to have made a major contribution in the field of fishing reel collecting or the history pertaining thereto. A candidate need not be a current member of ORCA. Candidates for Honorary Membership status may be nominated by any member of ORCA in good standing (except that the candidate may not nominate himself) by sending the nomination to the President of ORCA at any time. The nomination shall then be presented to the Board of Directors who shall approve or reject the nomination by a simple majority vote. Honorary Members shall become members for life and be excused from any requirement to pay dues. All other rights and responsibilities of membership shall be the same as for regular active member status, including those set forth in Article XIII of this Constitution and Bylaws.
V. ANNUAL MEETING
The Board shall schedule and coordinate an Annual Meeting of all active members of the Corporation.
VI. OFFICERS AND DIRECTORS
- Officers of the Corporation are established as follows: President, Vice President, Secretary, and Treasurer. The office of Secretary and Treasurer may be combined and held by a single person. These Officers shall constitute the Executive Committee of the Board of Directors. Only members in good standing may hold office.
- Directors are established to include the Editor of the Corporation’s Newsletter, and two (2) members in good standing elected at large from the membership. In addition, the immediate past President shall be a Director for one (1) term in order to provide continuity for the Corporation. These Directors, together with the Executive Committee, shall constitute the Board of Directors of the Corporation.
- An Officer or Director may also hold the position of Editor of the Corporation’s Newsletter. In that event, the number of Directors shall be reduced by one (1) person since any person having two (2) positions will only have one (1) vote on the Board.
- The Board, at their option, by simple majority vote shall be empowered to remove from office any Officer or Director who is deemed to be ineffective or who engages in conduct inconsistent with the goals and purposes of the Corporation or the Constitution and Bylaws.
VII. ELECTION OF OFFICERS AND TERM OF OFFICE
- Nominations:Nominations for Officers and Editor may be submitted by any member in good standing and must be submitted to the President by December 31 of even-numbered years. Every nomination must be accompanied by a seconding of the nomination by another member in good standing and by an acceptance of the nomination by the nominee. The Board may eliminate a nominee from the ballot only if the nominee fails to meet the qualifications for office.
- Elections:Nominees shall be listed either electronically in an email to each member and/or in a mail-in ballot that shall be published in the first issue of the Newsletter published after nominations are closed. Completed ballots shall be returned via email and/or mailed to the Executive Committee; only ballots postmarked no later than April 15 of the odd-numbered year shall be considered valid and counted. Each election to office shall be decided by a plurality vote of the valid ballots. The Board shall break tie votes by its own majority vote. Results of the elections shall be announced by email and/or published in the first issue of the Newsletter following the balloting.
- Term of Office:Elected Officers and Editor shall be seated on July 1 following their election and shall serve for a term of two (2) years. No person may serve as President for more than two (2) consecutive terms.
- Vacancies:If the Office of President is vacated, the Vice-President shall assume the office for the remainder of the term. The Board may appoint replacements to serve the remaining terms of other vacated offices.
VIII. ELECTION OF DIRECTORS AND TERM OF OFFICE
- Nominations:Nominations for Directors may be submitted by any member in good standing and must be submitted to the President by December 31 of odd-numbered years. Every nomination must be accompanied by a seconding of the nomination by another member in good standing and by an acceptance of the nomination by the nominee. The Board may eliminate a nominee from the ballot only if the nominee fails to meet the qualifications for office.
- Elections:Nominees shall be listed either electronically in an email to each member and/or in a mail-in ballot that shall be published in the first issue of the Newsletter published after nominations are closed. Completed ballots shall be returned to the Executive Committee; only ballots postmarked no later than April 15 of the even-numbered year shall be considered valid and counted. Each election to office shall be decided by a plurality vote of the valid ballots. The Board shall break tie votes by its own majority vote. Results of the elections shall be announced by email and/or published in the first issue of the Newsletter following the balloting.
- Term of Office:Elected Directors shall be seated on July 1 following their election and shall serve for a term of two (2) years.
- Vacancies:The Board may appoint replacements to serve the remaining terms of vacated directorships.
IX. BOARD RESPONSIBILITIES
The Board shall manage the Corporation’s affairs in a fiscally sound and responsible manner; shall establish club policies, rules and guidelines; shall sponsor, sanction and support all of the Corporation’s activities in a timely manner; shall respect the intentions, wishes and best interests of the membership, and shall abide by the Constitution and Bylaws whenever applicable.
The Board shall meet at least four times annually to conduct the business of the Corporation. One of the meetings may be held in conjunction with the Annual Meeting. In addition, ad hoc meetings will be called at the request of three members of the Board.
X. RULES OF ORDER
- All meetings of the Corporation, the Executive Committee and the Board of Directors shall be conducted in accordance with “Robert’s Rules of Order”, except meetings conducted by mail or telephone.
- At the option of the President, all meetings or hearings, except the Annual Meeting, may be held by mail or by appropriate electronic means..
- The President of the Corporation shall preside over all meetings of the Corporation, the Executive Committee and the Board of Directors. In the absence of the President, the Vice-President will preside. In the absence of both the President and Vice-President, the Secretary will preside. No meeting shall be deemed to have met quorum requirements unless one of the above Officers is present.
XI. TREASURER’S REPORTS
The Treasurer shall file a detailed report of the Corporations s financial condition and activities to the Board at the end of each calendar year, and to the membership at large at the Annual Meeting of the Corporation. The President may request such a report at any time and the Treasurer shall comply with such a request within ten (10) days.
Amendments to the Constitution and Bylaws may be proposed by any member in good standing and must be received electronically or in writing at least ninety days before the Annual Meeting. Any proposed amendment must be considered by the Board prior to the Annual Meeting. The Board may accept or reject the proposal by a simple majority vote. If the proposal is accepted, it must then be put to a vote of the members electronically as well as by a mail-in ballot in the next issue of the Newsletter for ratification. A two-thirds (2/3) vote in favor of the proposed amendment must be received from the members for the proposal to be ratified and adopted.
It is not the intention or within the powers of the Executive Officers or the Board of Directors to enter into arbitration or otherwise interfere in the private dealings of the members with other members, or any members of the public. However, the Board may act to revoke or suspend membership when it finds that a member has broken any civil or criminal laws that apply in the place where the law was broken, and when the Board determines such revocation or suspension to be in the best interest of the Corporation. Any member so affected shall have the right to be heard on appeal by the Board before notification of the Board’s action to suspend or revoke is published in the Corporation’s Newsletter. Any request for a hearing of appeal must be received by the President in writing within fifteen (15) days after written notification was properly mailed by first class mail to the person whose membership was suspended or revoked. A request for appeal shall include a statement of the basis of the appeal and be sent by 1.) U.S. mail, certified with return receipt requested, and 2.) first class mail. A physical convening of the Board shall not be required in order to hear any appeal. See SECTION X. (B)
XIV. NEWSLETTER AND ROSTER
The purpose of the Corporation’s Newsletter or any official publication of the Corporation shall be and is governed by the following:
- To communicate news of the Corporations s activities, including all meetings and other legitimate business of the Corporation.
- To provide information to the members in accordance with Article III of the Constitution and Bylaws.
- To raise funds for the maintenance and operation of the Corporation through the sale of advertising space. Such advertising must be of general. interest to the membership and comply with the purposes of the Corporation as is written in Article III hereof. The advertising may have a commercial intent if it otherwise complies with this paragraph.
- No person, regardless of the office he may hold, if any, may use any official publication of the Corporation to promote any personal point of view regarding any matter that is being considered by the Board or may properly be considered by the Board in the future; nor to take issue with any decision of the Board; nor to defame any person or organization inside or outside of the Corporation.
- The information contained in any of the Corporation’s publications is for the exclusive use of the Corporation and its members. No one may reproduce or sell any such information (except the authors of said information) without the express written consent of the Board. Minor excerpts from articles may be quoted without consent if proper credit is given to the Corporation and the author.
XV. USE OF CORPORATION’S NAME
No person shall utilize the Corporation’s name, symbol, or trademark for any purpose, but particularly for profit-making purposes without the express approval of the Board of Directors. The penalty for violation of this Section shall be: 1st violation = 6 month suspension, 2nd violation = revocation of membership. The rules concerning notification and appeal contained in Section XIII shall apply to this Section. In addition, the Corporation shall have the right to pursue any other course of action available to it in equity or in law regarding violation of this clause.
Revised June 10, 2016