perpetuate interest in the American Civil War by every appropriate means;
to encourage travel to locations linked to the Civil War in any phase; to
bring into the organization members, speakers, and lecturers who may share
knowledge about the war, its causes, influences, and consequences; to
encourage dramas and Living History activities which may feature the War
or its participants; to promote all purposes which have a reasonable
relation to the advancement of the knowledge of the Civil War.
cooperate with other patriotic and civic organizations in patriotic
endeavors, educational presentations, and community affairs.
and promote organization and development of Civil War Round Table groups
and any other groups with common interests.
MEMBERSHIP, AND VOTING
PLACE, SCHEDULING, AND NOTICE OF MEETINGS
meetings shall be held at a place, date, and time to be announced to
members by written notice to be mailed through postal channels or
electronically to each member a reasonable time before each meeting.
month, a meeting will be held at which Sacramento Civil War Round Table (SCWRT)
members and the general public are welcome. At such meetings, there will
be a short business meeting and a program consisting of a speaker or a
panel/group discussion on subjects related to the Civil War.
regular October or November meeting will serve as the annual meeting for
the purpose of electing new officers. The new officers will assume their
positions on January 1 of the next year and will serve for two years.
meetings may be called at any time by the President or upon written
request of at least 25 percent of the members.
in good standing shall be any person whose dues have been paid for the
appropriate calendar year. The membership may authorize up to three (3)
scholarships for non-voting student members.
meetings of the membership, all members present shall be entitled to one
members present at any properly noticed meeting of the Round Table shall
constitute a quorum for all purposes except the removal of constitutional
officers pursuant to Article IV, Section 5, of these By-Laws.
corporate powers shall be exercised by and under the authority of the
Board of Directors subject to approval by the members, as may be provided
in California Corporation Law without prejudice to such general powers,
but subject to the same limitations.
hereby provided that the Directors shall have the following powers:
(a) To select and remove
officers, agents, and employees of the corporation and prescribe their
duties, except Constitutional Officers as noted in Article IV, Section 5,
of these By-Laws.
(b) To conduct, manage, and
control the business of the corporation and to make rules and regulations
consistent with California Corporation law, the Articles of Incorporation,
and these By-Laws.
(c) To change the principal
address for transaction of business from one location to another within
the County of Sacramento.
NUMBER AND QUALIFICATION OF DIRECTORS
directors shall be elected at each regular October or November meeting of
the members, but if any such meeting is not held or directors are not
elected, the directors may be elected at a special meeting of the members.
The authorized number of directors of the corporation shall be ten (10),
and shall consist of the duly elected Constitutional Officers and
on the Board of Directors shall be deemed to exist in case of death,
resignation, or removal pursuant to Article IV, Section 5, of these
By-Laws. Vacancies shall be filled by a simple majority vote of the
members present at any duly noticed meeting of the membership.
PLACE OF MEETINGS
special meetings of the Board of Directors shall be held at any date,
time, or place within the State of California as designated by resolution
of the Board.
A majority (6)
of the Directors shall be necessary to constitute a quorum for the
transaction of business.
Constitutional Officers shall be the President, the Vice-President, the
Secretary, and the Treasurer. No Constitutional Officer may
simultaneously hold more than one position.
Non-Constitutional Officers shall be the Editor of the Newsletter, the Web
Master, the Immediate Past President, the Program Director, and two
Members-at-Large. No Non-Constitutional Officer may simultaneously hold
more than one position.
officers shall be chosen by a simple majority vote of the members present
at the annual meeting of the corporation, and shall hold office until
resignation, removal, or until their successors shall be elected and
installed. The new officers will assume their positions on January 1 of
the next year and will serve for two years.
SUBORDINATE OFFICERS/COMMITTEE CHAIRPERSONS
of Directors may appoint such other officers, including chairpersons of
standing and/or ad-hoc committees of the Round Table, as the business of
the corporation may require.
REMOVAL OR RESIGNATION
officer may be removed, either with or without cause, by a written
petition signed by a simple majority of the members on the date of the
petition. Any officer may resign at any time by giving written notice to
the Board of Directors; such resignation to take effect upon receipt of
President shall preside at all meetings of the Board of Directors and of
the membership, and shall exercise the usual powers attributed to the
Office of President. The President shall, with the approval of a simple
majority of members at any duly noticed meeting, have the authority to
sign contracts or other agreements on behalf of the corporation and to
have general supervision of its affairs subject to the control of the
Board of Directors with respect to such matters requiring action by the
Board. The President is a voting member of the Board of Directors.
President, in the absence of the President, shall exercise the powers and
duties of the President. The Vice President is a voting member of the
Board of Directors.
Secretary or designee shall keep records of the proceedings of the Board
of Directors and of the meetings of the membership. The Secretary or
designee, in consultation with the Treasurer, shall maintain a roster of
the members and perform such other duties incident to that of Secretary as
may be directed by the Board of Directors or membership. The Secretary is
a voting member of the Board of Directors.
Treasurer shall keep and maintain (or cause to be maintained) adequate and
correct accounts of the properties and business transactions of the
corporation, including the accounts of its assets, liabilities, receipts,
and disbursements. The Treasurer shall deposit all moneys and other
valuables in the name of and to the credit of the corporation with such
depository as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the corporation as may be approved or directed
by the Board of Directors. The Treasurer shall submit to the Board of
Directors or membership, annually or whenever so directed, an account of
all of the transactions as Treasurer and the financial condition of the
corporation. The Treasurer shall exercise such additional powers and
duties as may be authorized by the Board of Directors. The Treasurer is a
voting member of the Board of Directors.
EDITOR OF THE NEWSLETTER
shall prepare and print the Round Table newsletter monthly. The Editor
shall include in the newsletter minutes of the previous meeting,
announcements of upcoming events, programs, meetings, and such other
information that conforms with the purposes of the Round Table. The
Editor shall distribute the newsletter to the membership and to related
Round Tables and associations by postal mail or electronically. The
Editor may or may not be a voting member of the Board of Directors.
Master shall maintain the Round Table web site in support of the SCWRT
mission. The purposes of the web site include (1) providing information
to SCWRT members and prospective members, (2) providing a national window
to SCWRT activities, and (3) serving as a historical archive for Civil War
research. The Web Master may or may not be a voting member of the Board
IMMEDIATE PAST PRESIDENT
installation of a new President, the President leaving office shall be
designated the Immediate Past President, whose counsel and advice will be
available to the Directors, and who may perform such duties as may be
assigned by the President. The Immediate Past President is a voting
member of the Board of Directors.
Program Director shall arrange monthly programs that further the purposes
of the SCWRT. All programs should be coordinated with the President
before any commitments are made or invitations issued. The Program
Director shall make no financial commitments to potential speakers without
advance approvals by the Board of Directors. The Program Director is a
voting member of the Board of Directors.
Members-at-Large shall serve as liaison between the membership, the Board
of Directors, and other organizations. The Members-at-Large shall assist
members with the preparation of motions, amendments to the By-Laws, and
other actions consistent with the purposes of this Round Table. The
Members-at-Large will receive primary consideration for appointments under
Article IV, Section 4, of these By-Laws. The Members-at-Large are voting
members of the Board of Directors.
dues shall be collected each calendar year in an amount approved by a
simple majority of members present at any properly noticed meeting. Dues
are pro-rated for new members if they join from February to December.
By-Laws shall be adopted, and thenceforth may be amended or repealed, at
any properly noticed meeting, by a simple majority of members present.
Notice of proposed amendments and changes must be distributed to all
members a reasonable amount of time prior to the meeting.