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Constitution and By-Laws

CONSTITUTION AND BY-LAWS OF

THE CAPITAL DISTRICT

CIVIL WAR ROUND TABLE

 

AS AMENDED AND ADOPTED ON DECEMBER 4, 1999

ARTICLE I
NAME AND PURPOSE:

Section 1. The name of this organization shall be the CAPITAL DISTRICT CIVIL WAR ROUND TABLE.

Section 2. The purpose of this organization shall be to promote, educate, and further stimulate interest in, and discussion of, all aspects of the Civil War period; and to support the preservation of Civil War sites and monuments.


ARTICLE II
OFFICERS AND DUTIES:

Section 1. The organization shall have the following elected officers: President, Vice-President, Secretary, and Treasurer. It shall also have an Executive Committee.

Section 2. President: The President shall be elected for a term of one year or until a successor has been elected; however the President shall not serve more than two successive terms. It shall be duty of the President to preside at all meetings of the organization and Executive Committee. The President shall, with the approval of the Officers and the Executive Committee, appoint the chairperson and members of all committees. Upon the election of a new President, the immediate past President will serve on the Executive Committee for a minimum period of one year. If the president is re-elected, the immediate past President may serve an additional one year term. Subject to approval from the Executive Committee, if the president is not re-elected, but declines to serve on the Executive Committee as the past President, then the previous past president may serve an additional year, and may continue in such role until such time as the most recent past president chooses to serve a term as past President. .

Section 3. Vice-president: The Vice-president shall be elected for a term of one year or until a successor has been elected; The Vice-president shall not serve more than two successive terms. In the absence of the President, the Vice- President shall perform the duties of the President and any special duties assigned by the President.

Section 4. Secretary: The Secretary shall be elected for a term of one year or until a successor has been elected. The Secretary keep the minutes of the Executive Committee and shall maintain all external correspondence .

Section 5. Treasurer: The Treasurer shall be elected for a term of one year or until a successor has been elected. The Treasurer shall keep a record of all financial transactions, receipts, and disbursements, collect all dues and assessments and make payments therefrom of all expenses approved by Executive Committee. The Treasurer shall make monthly financial reports to the Executive Committee which shall be reported in the monthly Newsletter.


ARTICLE III
EXECUTIVE COMMITTEE:

Section 1. Executive Committee: The Executive Committee shall consist of the elected officers listed in Article II, the immediate Past President and three elected At-Large members of the organization.

Section 2. At-Large: The three elected At-Large members of the Executive Committee shall be elected for a period of one year or until their successors have been elected.

Section 3. Executive Committee: The Executive Committee shall meet at the call of the President, or upon the call of the majority of the Committee’s membership. A majority of its members shall constitute a quorum for the transaction of business. It shall approve all financial transactions, act upon all proposals for memberships, review and act upon members who delinquent in their dues, and perform all other acts necessary for the preservation, prestige, and well being of the organization.

Section 4. Attendance: Each member of the Executive Committee is required to attend a majority of the CDCWRT Executive Board meetings.


ARTICLE IV
NOMINATIONS AND ELECTIONS:

Section 1. Officer Eligibility. In order for a member to be eligible to hold any office on the Executive Committee, the member must be an Active member in good standing for at least three consecutive years immediately prior to the term for which office is sought.

Section 2. Nominations Committee. The Executive Committee shall appoint a nominations committee, whose duty shall be to solicit and submit a list of nominations for all of the offices listed in Articles II and III, prior to the election meeting. Members shall be notified of nominations by mail, e-mail, in person, or by posting to the Round Table's website prior to the election meeting.

Section 3. Nominations From The Floor. In addition to the nominees presented by the nominating committee, nominations for all of the offices listed in Articles II and III may be made from the floor, at the election meeting.

Section 4. Elections. Elections shall be held at the December meeting of each year and the Officers, and Executive Committee, shall take office at the beginning of the following calendar year.

Section 5. Election Quorum. Active members present at a regular meeting of the membership shall constitute a quorum and a majority vote of the active membership present shall govern.

Section 6. Vacancies in Office. Vacancies that occur for any of the elected officers, shall be filled by appointment made by and voted on by the Executive Board. If such vacancy shall occur within sixty (60 ) days of the regular election, the vacancy shall be held open until filled at the regular election.


ARTICLE V
SPECIAL COMMITTEES:

Section 1. Special Committees. Special committees appointed by the President shall function until replaced or relieved by the President. Members of the special committees may be appointed from among the Executive Committee and/or the general membership.


ARTICLE VI
FISCAL YEAR:

Section 1. The Fiscal Year. The Fiscal Year shall run from January 1 through December 31.


ARTICLE VII
MEMBERSHIP AND DUES:

Section 1. Membership. The Membership of this organization shall be open to persons interested in and subscribing to the purpose of the organization, and who accept and consent to abide by the constitution and by-laws of the organization.

Section 2. Types of Memberships. The Membership shall comprise the following types:

A. Active members: Active members shall be current with their dues.

B. Honorary members: The title of Honorary Member in this organization may be conferred upon such persons rendering exceptional services on behalf of the organization, upon their approval by a unanimous vote of the Executive Committee.

Honorary Members shall pay no dues but shall otherwise enjoy the full benefits and privileges of membership.

Section 3. Expulsion. A member may be expelled from the membership for the following reasons:

A. Non-payment of dues. Dues are payable January 1st of each year.  The deadline for payment is March 31st of each year.  Non-payment of dues as of March 31st will result in the member being removed from “Active” status.

B. Conduct detrimental to the prestige and the general welfare of the organization and determined by a majority vote of the Executive Committee

Section 4. Dues and Payment. Dues shall be set by the Executive Committee and will be the same for either individuals or families.  A family is defined as individuals residing in the same household.  


ARTICLE VIII
POLICIES AND PROCEDURES:

Section 1. The Executive Committee. The Executive Committee shall determine all policies and procedures of the organization.

Section 2. Robert’s Rules of Order shall govern all meetings of the organization or the Executive Committee, although it is the intention that meetings be as informal as proper decorum permits.


ARTICLE IX
AMMENDMENTS:

Section 1. This constitution and by-laws may be amended or substituted for in its entirety by a two-thirds majority of all active and honorary members present at any meeting, provided that written notice of the proposed changes have been furnished to the membership at least two weeks in advance of the meeting at which the changes are to be acted upon.


ARTICLE X
BY-LAWS:

Section 1. An amendment to the by-laws of The Capital District Civil War Round Table formed November 2, 1984.

Notwithstanding any other provisions of these by-laws, this association is organized exclusively for educational purposes and shall not carry on any activities not permitted to be carried on by an association exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.

That no part of the net earnings of the association shall inure to the benefit of any member, trustee, director, officer of the association or any private individual ( except that reasonable compensation may be paid for services rendered to or for the association ) and no member, trustee, officer of the association or any private individual shall be entitled to share in the distribution of any of the associations assets on the dissolution of the association.

That no part of the activities of the association shall be carrying on propaganda or otherwise attempting to influence legislation ( except as otherwise provided by Internal Revenue Code section 501(h)) or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

That our assets be permanently dedicated to an exempt purpose as described in section 501(c) (3) of the Internal Revenue Code of 1954.

That in event of dissolution, all of the remaining assets of the association shall after necessary expenses thereof be distributed to such organization as shall qualify under section 501(c) (3) of the Internal Revenue Code of 1954 as amended, or, to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purpose for which this association was found.