ARTICLE I - Name
The official
name of the organization shall be the EASTLAND MEMORIAL SOCIETY,
hereinafter referred to as the Society.
ARTICLE II - Purpose
The purpose
of the Society shall be to provide information and support for the
descendants of Eastland disaster victims and survivors, to promote
historical knowledge and remembrance of the disaster, and to plan
and facilitate activities and projects which contribute to the commemoration
of the disaster.
The Society
may perform such functions and engage in such activities as may
be necessary or incidental to the achievement of the general objectives
of the Society noted above; such as, sponsoring conferences, publishing
papers and journals, establishing liaison with similar organizations
inside and outside the United States, promoting education and training
programs, establishing information networks for the exchange and
dissemination of information, creating and supporting Special Interest
Groups within the framework of the Society.
ARTICLE III - Members
Membership in
the Society shall be open to those interested in the history, legacy,
teaching or study of information relating to the St. Joseph-Chicago
Steamship Company’s steamship, Eastland. The Society may establish
categories or classes of membership and other forms of affiliation
and criteria for belonging to each.
ARTICLE IV - Structure and Operations
The operations
of the Society may be carried on throughout the United States, Canada
and elsewhere.
The Society
shall be structured so as to have an Advisory Board whose primary
function shall be to establish policies and priorities of the Society;
and an Executive Committee whose primary function shall be the supervision
and the management of the Society.
ARTICLE V – Financial
Functions
The Advisory
Board, hereinafter called the Board, may through by-law authorize
and empower certain members of the Executive Committee to:
- borrow money
upon the credit of the Society,
- limit or
increase the amount borrowed,
- issue debentures
or other securities of the Society,
- pledge or
sell such debentures or other securities for such sums and at
such prices as may be deemed expedient,
- secure any
such debentures or other securities or any other present or future
borrowing or liability of the Society, by mortgage, charge or
pledge of all or any currently owned or subsequently acquired
real and personal, moveable and immovable property of the Society.
Nothing herein
limits or restricts the borrowing of money or bills of exchange
or promissory notes made, drawn, accepted or endorsed by or on behalf
of the Society.
ARTICLE VI - Non-Profit
Activities
The Society
shall carry on its operations without pecuniary gain to its members
and any profits or other accretions shall be used to promote the
purpose of the Society.
In the event
of the dissolution of the Society, all its remaining assets other
than those that it holds in trust shall, after payment of its liabilities,
be distributed to one or more similar charitable organizations at
the discretion of the Board.
ARTICLE VII – Meeting of
Members
The members
shall meet at the discretion of the Board at least once each calendar
year (in person, electronically or both), at which time the members
shall receive and consider the Annual Report of the Board and conduct
statutory and such other business as may be properly brought before
the meeting.
ARTICLE VIII – Meetings
of the Board
The Board shall
meet at least once a year to approve budgets, establish financial
controls, respond to recommendations and initiatives of the members,
advise and consent to the report of the President on the operations
of the Society, and conduct such further business as may be necessary.
The Board shall meet on other occasions at the call of the President,
or any three Board members, to deal with the orderly conduct of
business properly brought before the meeting. At any meeting of
the Board, any two Executive Committee members, together with any
other five Directors, shall constitute a quorum.
ARTICLE IX – Founders Rights
The Society
founders are able to attend Executive Board meeting and have voting
rights at these meetings while they are active members. Society
founders must be present or notified of any changes in the constitution
or the by-laws of this organization.
ARTICLE X - Discrimination
The Society
shall not discriminate based on religion, age, race, physical challenge,
sexual orientation, financial standing or personal philosophy.
ARTICLE XI – Amendments
to the Constitution
a. The Constitution
of the Society may be amended or repealed following a formal written
(electronic or mail) proposal of amendment originating from the
Board or by written (electronic or mail) petition to the Board signed
by at least ten Active, Certified, or Members-at-Large members in
good standing.
b. The proposed
amendment(s), after review by the Board, will be submitted to the
Society members by mail at least six weeks prior to the next General
Meeting, along with a ballot to be returned by mail.
c. All ballots
received up to an announced date (not less than three weeks before
the next General Meeting) will be tabulated and reported to the
General Meeting, as well as, printed in the appropriate publication(s).
An affirmative vote of two-thirds of the eligible ballots returned
will be required to pass the amendment(s) with a quorum of at least
one-third of eligible members returning ballots.
ARTICLE XII – By-Laws
The By-Laws
of the Society shall be those filed on the first day of January
until repealed or replaced, amended, altered or added to. The Board
shall have the authority to interpret the By-laws. The amendment
procedure to be followed is set down in the relevant By-Law. Amendments
to the By-Laws will be adopted and in force as soon as the votes
are tabulated and reported to the Board.
BY-LAW NO. 1 - Membership
Classes, Rights, Privilege, Obligations
a. There are
two classes of membership. Regular and Student. Each member of
the Society belongs to one of these classes, as described below
in (b) and (c) respectively. In addition, the Society may grant
any or all of the following privileges: Honorary, Descendant and
Charter as described below in (d), (e) and (f) respectively.
b. Regular:
This class shall be open to those interested in the history and
capsizing of the steamship Eastland. Each Regular member shall
have the right to vote and hold elective office, and each shall
have the same rights and obligations, except as provided under
(c), (d), (e) and (f).
c. Student:
This class shall be open to any student registered full-time in
a recognized educational institution, as recognized by the Board.
No Student member shall have the right to vote or hold elective
office, and each Student member shall have the same rights and
obligations, except as provided under (b), (d), (e) and (f).
d. Honorary:
This privilege shall be open to any Regular member or candidate
who has made an outstanding contribution to the purposes of the
Society. A candidate must be nominated and the Board must approve
the nominee by unanimous resolution. Honorary members shall have
their annual membership dues permanently waived.
e. Descendant:
This privilege shall be open to each member who is a descendant
or direct relative of a survivor, victim, rescuer or other persons
involved with the actual disaster.
f. Charter:
This privilege shall be open to Regular members which joined the
Regular membership during the initial membership phase.
BY-LAW NO. 2 - Membership - Election
and Resignation
a. Any person
may apply to become a Regular member of the Society.
b. Any full-time
student may apply to become a Student member of the Society by
written (electronic or mail) application. This application shall
be supported by the recommendation of one Regular member and by
a representative of the applicant's educational institution.
c. Submission
of candidates for Honorary member privilege may be made by any
Regular member in good standing and all such submissions shall
require the approval of the Board.
d. Members
may resign by submitting a written (electronic or mail) resignation.
A member who resigns shall not be entitled to any refund.
e. Any member
may be dropped from the roll of membership for just and sufficient
cause by a two-thirds majority vote of the Board. However, before
such recommendations are put to a vote of the Board, the member
must be notified by letter of the contemplated action and must
be given adequate opportunity to make representation in person,
in writing, or through an authorized representative, to the Board.
f. Any Regular
member, may apply for the Descendant member privilege by written
(electronic or mail) application. Application should include the
ancestor’s full name, address at the time (if known), date
born, occupation and a detailed description of the events your
ancestor or relative endured before, during and after the events
of July 24, 1915.
BY-LAW NO. 3 - Membership - Dues
a. The Board
shall establish the annual membership dues to be paid by each
member to support programs, activities and admission fees, if
any.
b. The dues
of a member shall be payable upon application and annually thereafter
upon receipt of an invoice.
c. A member
who fails to pay annual dues within a period to be established
by the Board shall cease to be a member, thereby relinquishing
all privileges of membership and shall be so notified in accordance
with regulations as established by the Board.
BY-LAW NO. 4 - The Advisory Board
The Advisory
Board shall consist of the:
BY-LAW NO. 5 - Election
and Tenure of the National Board
a. The President
shall normally hold office for one year and automatically becomes
Past President for an additional year.
b. The Vice-President
shall hold office for one year and then automatically becomes
President. Any candidate for the position of Vice-President without
previous experience on the Board must have the approval of the
Board.
c. In the
event of a vacancy occurring in the office of the President, the
Vice-President shall assume the authority and duties of the President
for the remainder of the term vacated, without affecting his/her
term for the following year. In the event of a vacancy occurring
in the office of the Vice-President, the Board shall appoint a
member of the Board to fill the position until the close of the
next General Meeting, at which time he/she automatically becomes
President.
d. In the
event of a vacancy occurring among the Directors-at-Large, the
Board may appoint a replacement to hold office for the unexpired
portion of the term.
e. The Directors-at-Large
shall be elected to hold office for two years, two being elected
each year.
f. A Director
may stand for re-election at the expiration of his/her term of
office.
g. The President
shall appoint a Nominating Committee which shall be chaired by
the Immediate Past President. Any person running for office on
the Board is not eligible to serve on the Nominating Committee,
and the President may appoint an alternate member.
h. The Nominating
Committee shall be responsible for preparing a list of nominees
for election to the Board. This list shall contain the following
names: two candidates, if possible, for the office of Vice-President,
and at least three candidates for the two positions of Director-at-Large.
This list shall be accompanied by the written (electronic or mail)
consent of the nominees and shall be submitted to the Board no
later than twelve weeks prior to the General Meeting.
i. The list
of candidates submitted by the Nominating Committee, together
with a form on which additional nominations may be submitted,
shall be distributed to all members eligible to vote no later
than ten weeks prior to the General Meeting.
j. Additional
nominations, accompanied by the written (electronic or mail) consent
of the nominees and supported in each case by the signature of
five Regular members, shall be lodged with the Board no later
than seven weeks prior to the General Meeting.
k. The Board
shall prepare official ballot papers containing the names of the
candidates and shall distribute one ballot paper to each member
eligible to vote not less than five weeks prior to the General
Meeting. Names of candidates for each office shall be in alphabetical
order.
l. Each candidate
shall have an equal opportunity to make himself/herself known
to the membership by the following procedure only: the Board shall
solicit from each candidate and distribute out to the membership,
a short "biography and statement of intent" prepared
for this purpose. The Chairman of the Nominating Committee shall
bring this provision to the attention of each candidate.
m. Completed
ballot papers shall be received no later than three weeks prior
to the General Meeting.
n. The ballots
received shall be counted by scrutineers appointed by the President.
The scrutineers shall report the results of the election to the
President who shall advise the new Board members of their election
prior to the General Meeting.
o. If there
is only one nominee for a vacant position, the nominee shall be
deemed to be elected by acclamation and for this situation paragraphs
(l) to (o) of this By-Law will not apply.
p. The President
shall announce the names of the elected candidates to the General
Meeting and shall introduce the incoming President.
q. The terms
of office of all members of the Board begin and end at the close
of the appropriate General Meeting.
r. All members
of the Board must be different persons.
s. Any member
of the Board may be removed from office, for just and sufficient
cause, by a two-thirds majority vote of all other members of the
Board. Before any action to remove a member is taken, he shall
be notified in writing of the proposed action, and the reasons
therefore, and shall be given an opportunity to make submissions
in writing, in person, or through a representative.
t. Members
of the Board shall serve without fee or like remuneration.
BY-LAW NO. 6 - The Executive
Committee
a. The Executive
Committee shall consist of:
i. The President
ii. The
Immediate Past President
iii. The
Vice-President
iv. The
Secretary-Treasurer and three other members who shall be appointed
by the President, in consultation with the Immediate Past President,
Vice-President and Secretary-Treasurer, from the existing Board.
BY-LAW NO. 7 - Management of
the Society
a. The Board
shall be responsible for establishing priorities by recommending
long-term strategies and programs, for determining the terms of
reference of standing committees, for appointing official representatives
to other organizations with which the Society liaises and for
all matters of policy affecting the Society.
b. The Executive
Committee shall be responsible for carrying out the policies laid
down by the Board and for supervising the management of the Society.
c. Without
restricting the generality of By-Law No. 7 (a) and(b), the respective
duties of the members of the Executive Committee of the Society
shall include the following:
President
- The President shall exercise the overall governance of executive
functions of the Society; preside at the General Meeting, at all
meetings of the Board and at meetings of the Executive Committee
and annually appoint members to all Standing Committees. The President
shall be, ex-officio, a member of all Standing Committees.
Past-President
- The Past-President shall perform such duties and exercise such
authority as shall be delegated or assigned to him by the President.
Vice-President
- The Vice-President shall assume the duties of the President
at all meetings in the absence of the President, shall assist
the President in the performance of his duties and shall perform
such further duties and exercise such authority as shall be assigned
or delegated to him by the President.
Secretary-Treasurer
- The Secretary-Treasurer shall attend all meetings of the Executive
and the Board and all General Meetings of the Society to see that
the proceedings are recorded. He/she shall conduct the official
correspondence of the Society, including that required in connection
with Elections, and keep complete records and prepare material
and agendas of all meetings, as directed by the President. He/she
shall maintain a list of all members of the Society. He/she shall
be custodian of all official property and financial records of
the Society. He/she shall be responsible for the collection of
all monies, keep complete accounts, arrange for payment of all
approved indebtedness of the Society and keep proper vouchers
for such payments, and shall submit an audited Annual Financial
Report, and any other financial reports required by the Board.
The duties
and responsibilities of the individual offices of the Executive
Committee may be further defined or described in policy or procedure
documents approved by the Board from time to time.
d. Standing
Committees - The Board may establish Standing Committees which
shall be responsible for investigation, reporting, formulation
and recommendation of policy, implementation and advisory functions
in regard to general areas or specific functions or concerns as
designated by the Board. The Standing Committees may include,
but not be limited to, committees with specific responsibilities
for: Audit, Awards, Constitution, Publications, Membership Promotion,
Nominations, Society Liaison, Membership System, Corporate Sponsorship
and External Liaison. The membership, scope, term of office and
other characteristics of the standing committees shall be as approved
by and set out in policy or procedural guides approved by the
Board.
e. Councils
- There may be established councils with such mandates as shall
be approved by the Board. The structure, membership, role, authority
and operation of the councils shall be as approved from time to
time by the Board.
f. Special/Project
Committees - The Board may establish such additional committees
as it deems appropriate to meet the needs of the Society. The
structure, composition, functions, duties, responsibilities and
term of such committees shall be as specified by the Board.
Notwithstanding
any of the foregoing and notwithstanding any statement or specification
to the contrary, wheresoever made, whether express or implied,
all members of committees or councils established by the Board
serve and hold such office at the pleasure of the Board.
BY-LAW NO. 8 - Financial Controls
a. The fiscal
year of the Society shall be from January 1st to December 31st.
b. The Board
may utilize the funds of the Society in any way which will further
the purpose of the Society.
c. The Board
shall consider and approve a budget for the Society prior to the
start of each fiscal year.
d. The Board
may modify the budget at any meeting duly called whereby notice
of a proposed amendment was contained in the notice of this meeting.
e. The Executive
Committee may spend the funds of the Society in accordance with
the budget.
f. The Executive
Committee may modify or alter the budget at any Executive Committee
meeting duly called, whereby notice of a proposed amendment was
contained in the notice of the meeting and provided the modification
will not affect the total budget for the Society.
g. Delegation
- The Board may from time to time delegate to one or more members
of the Executive Committee of the Society, all or any of the powers
conferred on the Board by this By-Law, to such extent and in such
manner as the Board shall determine at the time of each such delegation.
h. The banking
business of the Society including, without limitation, the borrowing
of money and giving of security therefore, shall be transacted
with such banks, trust companies or other bodies corporate or
organizations as may from time to time be designated by or under
the authority of the Board. Such banking business or any part
thereof, shall be transacted under such agreement, instructions
and delegations of powers as the Board, may from time to time
prescribe or authorize. The designation of signing Officers and
their authority and limitations shall be covered by a Board Minute
passed at a duly convened Board Meeting.
i. Deeds,
transfers, assignments, contracts, obligations, certificates and
other instruments to be executed by the Society in the normal
course of business and not exceeding $30,000 in value may be signed
on behalf of the Society by any two designated members of the
Executive Committee. In addition, the Board may from time to time
direct the manner in which, and the person or persons by whom,
any particular instrument may or shall be signed. Any signing
Officer may affix the Society seal to any instrument requiring
the same.
j. The members
shall at each General Meeting appoint an auditor to audit the
accounts of the Society and report thereon. The auditor shall
hold office until the next General Meeting provided that the Directors
may fill any casual vacancy in the office of the auditor. The
remuneration of the auditor, if any, shall be fixed by the Board
of Directors.
BY-LAW NO. 9 - Meetings
a. The General
Meeting of the Society shall be held between May 1st and October
31st to consider any matter brought before it, including a report
from the outgoing Board and President. The Secretary-Treasurer
will present an audited financial report.
b. Special
General Meetings of the Society may be called by the Board and
must be called on the written (electronic or mail) request of
not less than 50 Regular members, which request must state the
purpose of the meeting.
c. A notice
stating the place, day and hour of the General Meeting or a Special
General Meeting and the purpose for which the meeting is called
shall be distributed to all members not less that three weeks
nor more than six weeks before the date of the meeting. In the
case of a Special General Meeting, discussion and voting must
be limited to the subjects stated in the notice of meeting.
d. The presence
of 50 Regular members of the Society shall constitute the quorum
for the transaction of business. In the absence of a quorum, the
members present will adjourn the meeting and further action to
initiate another meeting or not, will be determined by the Board
at their next meeting.
e. Any item
which must be dealt with by the members may, if approved by the
Board, be dealt with by a Board approved balloting process provided
the members are given complete information on the issue and provided
the results of the balloting are published in the appropriate
Society publication(s) and are tabled at the next scheduled meeting
of the Board.
f. The Executive
Committee shall meet in person, telephone or electronically as
often as is considered necessary and appropriate by the President.
At any meeting of the Executive Committee, four members, including
the President or the Vice-President, shall constitute a quorum.
Minutes of all meetings of the Executive Committee shall be sent
to each member of the Board.
g. The Board
shall meet in person or by telephone as required, but there shall
not be less than two meetings annually. At any meeting of the
Board, any two Executive Committee members, including the President
or the Vice-President, together with any five Directors, shall
constitute a quorum.
BY-LAW NO. 10 - Conflict of Interest
a. A member
who, either on his own behalf or while acting for, with or through
another, directly or indirectly:
i. in any
contract or proposed contract with the Society,
ii. in any
contract or proposed contract that is reasonably likely to be
affected by a decision of the Society, and is present at a meeting
of the Society, or any committee thereof, at which the contract,
proposed contract, or other matter is a subject of consideration,
shall as soon as practicable after the commencement of the meeting,
disclose his interest and shall not vote on any question with
respect to the contract, proposed contract or other matter,
or attempt in any way to influence the voting on any such question
without first obtaining the permission of the Chairman, which
shall be recorded in the minutes.
b. No Society
member will be remunerated for services performed on behalf of
the Society.
c. The Society,
with prior Executive Committee approval, may reimburse members
of committees and others for reasonable expenses incurred as a
result of attending approved committee meetings or in the performance
of other approved functions where the member submits the appropriate
request for reimbursement with receipts.
d. The Society,
with prior Executive Committee approval, may reimburse Board members
for reasonable expenses incurred in attending meetings of the
Board or any Committees or in attending to the affairs of the
Society where the member submits the appropriate request for reimbursement
with receipts.
BY-LAW NO. 11 - The Society Seal
a. The Society
shall have a Seal which shall be affixed only in the presence
of the appropriate Executive Member who shall attest to its use.
The Seal shall at all times remain in the custody of an Executive
Member.
b. A document
requiring certification by the Society will be deemed certified
if signed by two Executive Members whether or not their signatures
are under the Seal of the Society.
BY-LAW NO. 12 - Affiliated Societies
a. An Affiliated
Society is an organization with which the Eastland Memorial Society
has a formal agreement of mutual benefit. The Eastland Memorial
Society shall have no constitutional or legal responsibility to
an Affiliated Society outside of a written (electronic or mail)
contractual agreement approved by a majority of the Board.
b. Purposes
of Affiliation are:
To advance
the purpose of the Eastland Memorial Society and public awareness.
To encourage
constructive cooperation between societies with common interests.
To support
and promote professionalism in historical information gathering.
BY-LAW NO. 13 - Indemnities to
Directors
Every Director
of the Society and his/her heirs, executors and administrators,
and estate and effects, respectively, shall from time to time
and at all times, be indemnified and saved harmless out of the
funds of the Society, from and against:
a. All costs,
charges and expenses whatsoever that he/she sustains or incurs
in or about any action, suit or proceeding that is brought, commenced
or prosecuted against him/her, for or in respect of any act, deed,
matter or thing whatsoever, made, done or permitted by him/her,
in or about the execution of the duties of his/her office; and
b. All other
costs, charges and expenses that he/she sustains or incurs in
or about or in relation to the affairs thereof; except such costs,
charges or expenses as are occasioned by his/her own willful neglect
or default.
BY-LAW NO. 14 - Amendments
to the By-Laws of the Society
a. The By-Laws
of the Society may be amended or repealed following a formal proposal
for amendment made by the Board or by written (electronic or mail)
petition to the Board signed by at least ten Regular members in
good standing.
b. In accordance
with the usual legal procedure, proposals to amend or repeal By-Laws
may be approved by a simple majority vote of the Board, but such
amendments shall be valid only until confirmed by a simple majority
vote of the members present at the next General Meeting.
c. Amendment(s)
to the By-Laws confirmed at a General Meeting will be reported
upon at the earliest opportunity.
