Articles of Incorporation and Bylaws
  
ARTICLE I – NAME 
This organization shall be known as:
 
Ohio Decoy Collectors and Carvers Association
 
ARTICLE II - MISSION STATEMENT
The mission of the Ohio Decoy Collectors and Carvers Association (a Not For Profit Organization) is to promote the preservation of our waterfowl heritage through collecting of old (vintage) decoys and creation of new decoys.  We recognize the artistry and craftsmanship of decoys and their uniqueness as American Folk Art.  We also strive to convey an appreciation of our wetlands and their contribution to our environment. 
 
ARTICLE III - PURPOSE
The purposes of this association are:
 
To bring to together those people who are interested in collecting the old and contemporary decoys and related artifacts. 
To study and research the history of decoys, especially decoys and carvers of Ohio. 
To provide an opportunity of the beginner as well as the advanced collector and/or carver to participate in a seminar form time to time.  
To promote and encourage Ohio Decoy Collectors, Carvers and waterfowl artists. 
To strive to convey the important contribution our wetlands contribute to the environment. Our support may be helping create or improve existing  wetlands which is the very reason for our waterfowl heritage and creation of decoys. 
To publish a newsletter with current club information, which, will either be mailed or published online. 
To hold a show each year, second weekend in March in Strongsville, Ohio, or in the event the need to change hotels, no further than a 50 mile radius from that point.
 
ARTICLE IV - MEMBERSHIP
SECTION A There shall be Five (5) classes of membership:  Charter, Active, Life, Silver Life and Honorary. Membership carries with it the right to vote and only Ohio resident members may hold office. Only members with at least 30 days membership will carry with it the right to vote at the annual meeting. All voting members must be present at the meeting to vote.  There shall be no voting by proxy (mail in votes).
 
Charter  The founding and original members of the organization.
Active Any person interested in the purposes of the association and is in good standing.
Life  A special class of membership that is conferred by the Executive Board  to recognize those for dedicated service to organization.
Silver Life   A special class of membership whereby a member elects to pay a one-time fee based on his or her age at the time of enrollment.
Honorary    This special class of membership that can be conferred by a majority vote of the Executive Officers and is not be subject to paying dues and assessments.
 
SECTION B Active membership dues shall be determined by the officers from time to time. Any member serving honorably in any branch of the armed services shall be held as a member in good standing during his tour of active duty.
  
SECTION C Annual dues are from January 1 thru December 31, payable January 1 of each year. The annual show date is the second weekend of March each year.
  
ARTICLE V - BOARD OF DIRECTORS
Section A The Board of Directors shall consist of the current officers, three non-officer Outside Directors, and Past Presidents. The term of office will be biannual.  The selection of the Chairman of the Board and the Vice-Chairman of the Board will be conducted by the Board of Directors.
 
In order to be considered as an “Immediate Past President” an individual must serve an ENTIRE two year term in the capacity as President.  This provision will be retroactive to the inception of the club.
 
The election of the outside members of the Board will occur during the “off year” from the normal biannual election of officers
 
ARTICLE VI - OFFICERS 
Section A The officers of the association shall be a President, Vice President Annual Show and Sale, Vice President Collecting, Vice President Carving, Vice President Membership, Secretary and Treasurer.
 
Section B The election of officers will occur bi-annually at the general meeting of the membership. All nominations must be submitted to the nominating committee no later than the end of the annual show and sale.
 
Section C The elected officers shall take office on June 1st of that year and serve a term of two (2) years.
 
Section D In the event of resignation or incapacity of any officer the unexpired term will be filled by a vote of the Board of Directors.
 
Section E The immediate Past President shall be the chairman of the Nominating Committee.
 
Section F It shall be the duty of the Nominating Committee to prepare a slate of officers to be voted upon at the biannual election, to conduct the election at the annual meeting and present the results to the officers and membership.
 
Section G The President shall have executive supervision over the activities of the association within the scope provided by these bylaws.  The President appoints the Chairman of Committees and delegates matters not otherwise provided for.  The President shall report from time to time to the active membership about the activities of the association.
 
Section H In the event of absence, incapacity, or resignation, the succession to President will be as follows: Vice President Annual Show and Sale, Vice President Collecting, Vice President Carving, Vice President Membership, Secretary and Treasurer.
 
Section I Vice Presidents:

• The Vice President Annual Show and Sale shall organize and manage the activities of the annual show.
• The Vice President Collectors will organize the events, provide communications to and from the collector members and be responsible for     all collecting events and seminars.
• The Vice President Carving will organize the events, provide communications to and from the carvers and be responsible for all of the carving events and seminars.
• The Vice President of Membership is responsible for the maintenance of membership rolls, updating of dues paying members and communicating this information to the President.

Section J The Secretary shall record and send the minutes of the meetings, send notices to the officers and committee heads, handle correspondence and send “Thank You” cards
 
Section K The Treasurer shall be responsible for the safe keeping of the association’s funds and for maintaining adequate financial records and may be bonded at the discretion of the Board of Directors.  All monies received shall be deposited with a reliable bank in the name of the Ohio Decoy Collectors and Carver’s Association, Inc.  Monies shall be paid out by numbered check, after the completion of the request for check form and proper documentation is presented to the Treasurer.  The President and Secretary will have their signatures on file at the bank so they may sign checks in the absence of the Treasurer.  The Treasurer will deposit all monies and shall render a formal financial report at each meeting.  The Treasurer will provide the board of directors a financial report at each meeting and close of the fiscal year.  Finally, the Treasurer will coordinate all activities associated with the outside accountants with the preparation and filing of the Annual Report for Non-Profit Organizations (Form 990) with the Internal Revenue Service
  
ARTICLE VII - SCHEDULE AND QUORUM FOR MEETINGS
Section A An annual meeting of the members will be called by the President each year prior to the annual show and sale in March but no later than June of that year. All members will be notified via the newsletter or the website of the time and day of the annual meeting which will be held during the annual show sale.
 
Special meetings of the membership must be requested in writing and presented to the Secretary with a purpose and an agenda attached and include a petition signed by at least 5 percent of the active membership.   All Special Meetings will be scheduled within thirty (30) days of such notice.
 
Section B Additional meetings may be called by the President at any time upon written notice.
 
Section C A Quorum will consist of no less than two thirds (2/3) of the executive officers to conduct a business meeting.
  
ARTICLE VIII – PARLIAMENTARY AUTHORITY
The Rules contained in “Robert’s Rules of Order” shall govern the proceedings of the Ohio Decoy Collectors and Carvers Association, except in such cases as where governed by these by laws.
 
ARTICLE IX - AMENDMENTS
These bylaws may be amended or revised by a two-thirds (2/3) vote of the active members voting.   Proposed amendments or revisions must be submitted in writing to the active membership by the Board of Directors no less than fourteen (14) days prior to the annual meeting. 
 
All changes to the constitution must be submitted to the Executive Board at least 30 days prior to the vote and they, solely, will determine the validity of the item to be changed AND whether to submit the proposal to the membership
ARTICLE X - ORGANIZATION SEAL 
The Organization Seal shall be in such form as shall be approved from time to time by the Board of Directors.
  
ARTICLE XI - INDEMNITY
Any person made a party to any action, suit or proceeding, by reason of the fact that they, their testator or intestate representative is or was a director, officer or employee of the organization shall be indemnified by the organization against reasonable expenses, including attorney’s fees, actually and necessarily incurred by them in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of their duties.
 
The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.
 
The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that any case where there is no disinterested majority of the board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.
 
ARTICLE XII - NOT FOR PROFIT STATUS
The Ohio Decoy Collectors and Carvers Association is a Not For Profit Organization as defined by Internal Revenue Code Section 501 (c) 3 and as such, funds raised will be distributed to individuals or organizations promoting the preservation of our waterfowl heritage.  All requests for such funds must be submitted to Board of Directors in an acceptable manner as to provide documentation of the purpose and use of the funds.  All requests must be approved by at least two-thirds (2/3) majority of the Board of Directors.
 
In the event the Organization is no longer viable and ceases operation all excess monies, (after all obligations are settled) will be donated to an acceptable waterfowl related organization as approved by the Board of Directors.
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ARTICLE XIII – FISCAL RESPONSIBILITY
The club will be required to maintain a balanced budget (i.e. Revenues must equal expenditures) and as such will be required to submit to the Board of Directors a Budget no later than three months before the annual show and sale.  This budget should reflect that we are one organization united in purpose and show a balance of revenues with expenditures, in totality.  The budget must be approved by a majority of the Board of Directors prior to its’ new Fiscal year (June 1st).
 
ARTICLES OF INCORPORATION AND BYLAWS
 
Original written January 1979
Approved March 4, 1979
Amended March 29, 1985
Amended January 7, 1990
Amended October 5, 2002
Amended January 27, 2009
Amended & Approved by Membership – May 15, 2011
Amended & Approved by Membership – March 12, 2016.