BYLAWS - FENTON ART GLASS COLLECTORS OF AMERICA, INC.
(Ratified December 11, 2023)
ARTICLE I. NAME AND LOCATION
Section 1. NAME. The name of this Organization shall be the FENTON ART GLASS COLLECTORS OF AMERICA, INC.
(FAGCA)
Section 2. HEADQUARTERS. The headquarters of the Fenton Art Glass Collectors of America, Inc. shall be in the City the Board of Trustees designates.
ARTICLE II. EMBLEM AND MOTTO
Section 1. EMBLEM
The emblem of this Organization shall be a Fenton butterfly.
Section 2. MOTTO
The motto of this Corporation shall be: “It’s fun fluttering around finding Fenton Art Glass.”
ARTICLE III. ORGANIZATIONAL STATUS
Section 1. NATURE
Fenton Art Glass Collectors of America, Inc. shall exist as a 501c3 nonprofit and operate as a nonpolitical
Corporation.
Section 2. LIMITATIONS
No individual member or chapter shall use the name “Fenton Art Glass Collectors of America, Inc.” or the mailing list for personal profit, or in any way do anything damaging or detrimental to this Corporation or use its names or emblems outside the official and authorized business of the Corporation.
Section 3. REMUNERATION OR COMPENSATION
No Officer, Trustee, or member of the Corporation shall receive directly or indirectly any renumeration or compensation for services rendered in his/her capacity as an Officer or Trustee or in any other capacity with the Corporation, unless authorized by the Bylaws of the Corporation or the Board of Trustees. However, members of the Board of Trustees may be reimbursed for all reasonable expenses incurred in the performance of their duties as an Officer or Trustee upon approval of the Board of Trustees. These expenses may include, but are not limited to, travel expenses up to a limit established by the Board and expenses for supplies, up to a limit established by the Board, needed to carry out a task at the direction of the Board.
ARTICLE IV. PURPOSE AND OBJECTIVES
Section 1. PURPOSE
To interest, encourage learning, enlighten, and understand one of our nation’s great heritages, the glassmaking industry, and Fenton Art Glass in particular; to increase and promote friendship and collaboration among collectors of Fenton Art Glass; to give all members an opportunity to participate in new discoveries and general enlightenment concerning Fenton Art Glass; to recruit new members into our Corporation; and always to work to bring these things about.
Section 2. LIMITATIONS
Notwithstanding the foregoing purposes, this Corporation shall never engage in any political activity and shall never make any contribution for purposes directly or indirectly attempting to influence legislation.
ARTICLE V. MEMBERSHIP
Section 1. COMPOSITION AND QUALIFICATIONS.
Any living collector, dealer or lover of Fenton Art Glass may be admitted to membership in the Fenton Art Glass Collectors of America, Inc., on written application for membership and/or upon payment of dues as provided by the Board of Trustees. This Corporation shall not otherwise discriminate as to race, color, creed, sex, sexual orientation/identification, place of origin, age, disability, or religion.
Section 2. DUES
Membership dues for regular, associate, and junior memberships for each ensuing year shall be established by the Board of Trustees and shall be due and payable on the 1st of February of each year.
Section 3. TYPES OF MEMBERSHIP
Regular membership will be issued to anyone upon receipt of membership dues.
Associate memberships may be issued to any other family member, including juniors, residing at the same address as the regular member upon receipt of membership dues. Associate members shall have all the rights and privileges of regular members except the right to receive the Butterfly Net and the purchase of glass manufactured for the FAGCA, in cases where there is a limited supply, as determined by the Board of Trustees. Junior Membership may be issued to any other family member under the age of 18 and living at the same address as the regular member and upon the receipt of membership dues. Junior members shall have all the rights and privileges of associate members except the right to vote.
Section 4. REVOCATION FOR NONPAYMENT OF DUES
Membership will be revoked, and all rights suspended if dues are not paid within thirty (30) days after the due date. If membership is revoked or suspended all delinquent membership dues must be paid in full for reinstatement to take place.
Section 5. RESIGNATION
Any member may terminate his or her membership by written notice provided to the Corporation. provided, However, no dues prorated or otherwise, shall be refunded.
Section 6. HONORARY MEMBERSHIPs
Upon recommendation in writing of any member, seconded by another member, and approved by a majority vote at the annual meeting, honorary membership may be conferred upon anyone who shall have rendered notable service to the Corporation or upon whomever the Corporation desires. An honorary member shall have none of the obligations of membership in the Corporation but shall be entitled to all the privileges.
Section 7. MEETINGS OF MEMBERS
A. The annual meeting of the Fenton Art Glass Collectors of America, Inc. shall be held at a time and place to be determined by the Board.
B. Special meetings of the members may be held upon call of the President or any five (5) members of the Board of Trustees.
C. At any annual meeting, the members of the Corporation present shall constitute a quorum for all purposes, except when otherwise provided by the Articles of Incorporation or these Bylaws.
Section 8. VOTING
Each regular and associate member in good standing over the age of eighteen (18) at the time a vote of the
membership takes place shall be entitled to vote. In order to be eligible to vote in the election for open seats on the Board of Trustees, you must be a valid & active member over the age of eighteen (18) on June 1st when the mailing list for the Butterfly Net is finalized. There shall be no voting by proxy on matters submitted to the membership.
ARTICLE VI. BOARD OF TRUSTEES
Section 1. COMPOSITION
The governing power of this Corporation shall be vested in a Board of Trustees consisting of a maximum of
nine (9) Trustees. Trustees shall be elected for staggered terms of three (3) years each, with no more than
three (3) Trustees being elected in any single (1) year. Provided, however, the current Wisconsin charter
member, Kari McMichael, shall be a non-voting ex officio member of the Board of Trustees until such time
as they make it known in writing they wish to retire their position. In the event that the Wisconsin charter is moved to West Virginia, the Board of Trustees seat for the ex officio Wisconsin charter member shall be
eliminated effective on the date that such a move becomes official.
Section 2. QUALIFICATIONS
A Trustee shall, at the time of his or her election, be and remain during his or her term a member in good standing of the Corporation. No person who is an officer or a member of a board of any other corporation, club or organization organized for the same or essentially the same purposes as this Corporation, except those Chapters authorized by Article XIV of these Bylaws, may be elected as a Trustee of this Corporation.
Section 3. VACANCY
If a Trustee position shall become vacant, the President shall appoint a member to fill the vacancy for the
unexpired term, subject to approval by a majority vote of the Board in a phone or electronic poll (email, text, etc.) taken by the President for that purpose.
Section 4. MEETINGS OF THE BOARD
A. Meetings of the Board of Trustees shall be held at least four (4) times each year at such times and places as the Executive Committee may select. Notice of meetings of the Board of Trustees shall be sent to each Trustee by the Secretary of the Board or as the Board may otherwise direct, but no failure in delivery of such notices shall invalidate the meeting or any proceedings taken thereat.
B. Special meetings of the Board of Trustees may be called by the President or any five (5) members of the Board of Trustees. Notice of special meetings of the Board of Trustees shall be sent by mail, electronic
communication (email, etc.), or telephone to each Trustee by the Secretary of the Board or those members
calling the meeting at least five (5) days prior to the meeting date, but no failure in delivery of such notices
shall invalidate the meeting or any proceedings taken thereat.
C. At any regular or special meeting of the Board of Trustees a quorum shall consist of a majority of the members of the Board of Trustees eligible to vote, and a majority of the votes cast by the Board members present at any meeting at which a quorum is present shall be necessary and sufficient for the transaction of any business unless otherwise provided in these Bylaws.
Section 5. ATTENDANCE
All Officers and Trustees shall be physically or virtually present for all meetings in the calendar year, unless
excused by the President. The annual meeting will require physical attendance by all Officers and Trustees.
There shall be no attendance requirements for the ex officio members of the Board who are not officers.
Section 6. COMMITTEES
The President of the Corporation and the Trustees are empowered to establish such committees as they deem necessary and to designate the members of such committees. Each Board member is required to be an active member of at least one committee. The Executive Committee is defined as consisting of the President, Vice President, Secretary, and Treasurer.
Section 7. INFORMAL ACTION BY THE BOARD OF TRUSTEES
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed to by the consensus of a quorum. For the purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board to use email to approve actions, if a quorum gives consent.
Section 8. Consecutive terms on the Board of Trustees by any one Board member shall be limited to two (2) elected terms. A break of one year would be necessary to be eligible to run again.Page 4
Section 9. Each elected member of the Board shall be expected to perform the duties as set forth in the Bylaws and any other Trustee duties agreed upon and assigned by the Board.
ARTICLE VII. OFFICERS
Section 1. ELECTION AND TERM
The Officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and Historian. The term
of office for all Officers shall be one (1) year or until their successors are appointed or elected. The office of
President shall be limited to two (2) consecutive terms of one year each. A one-year break would be necessary
before accepting this position again. All officers, President, Vice President, Secretary, Treasurer, and Historian
shall be members of the Board of Trustees. All Officers shall be elected by the Board of Trustees by a majority
vote via secret ballot of the members present at its first meeting after the annual vote electing Board of Trustee
members.
Section 2. QUALIFICATIONS
An Officer shall at the time of his or her election be and remain during his or her term a member, in good standing,
of the Corporation. No person who is an officer or a member of a board of any other corporation, club or
organization organized for the same or substantially the same purposes as this Corporation, except those Chapters
authorized by Article XIV of these Bylaws, may be elected as an Officer of this Corporation.
Section 3. PRESIDENT
The duties of the President are to carry out the purposes and objectives of the Corporation as set forth in the
Articles of Incorporation and Bylaws of the Corporation, to preside at all meetings of the Corporation, to arrange
dates and locations of all meetings of the Corporation, and to always act for and on behalf of the Corporation.
Section 4. VICE PRESIDENT
The Vice President shall perform the duties of the President in the President’s absence or incapacity. The Vice
President shall perform any duties assigned to him or her by the President or the Board of Trustees.
Section 5. TREASURER
The duties of the Treasurer shall be to keep an account of all receipts and expenditures and ensure payment of all
bills as directed by the President. The Treasurer shall be a member of the Finance Committee.
Section 6. SECRETARY
The Secretary shall assure that a record is kept of the affairs of the Corporation, including the minutes of all
meetings, to send all notices required by these bylaws and to serve as Chairman of the Election Committee. If the
Secretary is running for re-election to the Board, a pro-tem is appointed by the President to serve as the Chairman
of the Election Committee.
Section 7. HISTORIAN
The Historian shall maintain a continuous history of the Corporation, including the number of members and
chapters joining each year. The history may include pictures of Officers, Board of Trustees, and members of
Fenton Art Glass Collectors. The books will be available for review during convention time.
Section 8. NUMBER OF OFFICES HELD AT ONE TIME
No member shall hold more than one officer position at any one time.
Section 9. VACANCY
If any officer position shall become vacant, the President shall appoint a member of the Board of Trustees to fill
the vacancy for the unexpired term subject to approval by a majority vote of the Board in a conference call or an
email poll taken by the President for that purpose.
ARTICLE VIII. CONTRACTS, CHECKS, LOANS, INDEMNIFICATION
Section 1 CONTRACTS AND OTHER WRITINGS
Except as otherwise provided by resolution or policy of the board, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
Section 2 CHECKS, DRAFTS
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by the officers of the corporation as described in Article IX, Section 1 and as shall from time to time can be determined by a resolution.
Section 3 DEPOSITS
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the Board of Trustees or a designated committee may select. Pay Pal or other electronic payment funds shall be moved to the general fund bank account daily on business days, or the next business day after in the event of a holiday.
Section 4 LOANS
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 5 INDEMNIFICATION
A. MANDATORY INDEMNIFICATION
The corporation shall indemnify a President or former President, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was President of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
B. PERMISSIBLE INDEMNIFICATION
The corporation shall indemnify a President or former President made a party to a proceeding because he or she is or was the President of the corporation, against liability bincurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law; the payment has been authorized in the manner prescribed by law, and the Board of Trustees votes in favor of the indemnification by a 2/3rds (two thirds) margin.
C. INDEMNIFICATION OF OFFICERS, AND EMPLOYEES
An officer or other member of the Board of Trustees of the corporation is entitled to mandatory indemnification under this article to the same extent as the President. The corporation may also indemnify an employee or agent of the corporation who is not the President, an officer, or other member of the Board of Trustees consistent with West Virginia law and public policy, provided that such indemnification, and the scope of such indemnification, is provided by the general or specific action of the Board of Trustees.
ARTICLE IX. ACCOUNTING FIRM ACCOUNTING
Section 1. The signatures of two members of the Finance Committee, who shall be designated by the Board, are required on all checks.
Section 2. The Finance Committee shall consist of five voting members, with a minimum of three that shall be Club members that reside in an area local enough to the Club bank to facilitate efficient Club business. Two seats on the committee shall be permanent, belonging to the duly elected Board President and Treasurer. The other three seats are open to any Club member. The three non-permanent Finance Committee members must be approved by a
majority vote of the full Board. There is no set term for these members. Changes to these three open seats may be
made by a majority vote of the full Board at any time. The office manager is eligible for one of the three open
seats. The Board will designate two of the locally eligible Finance Committee members to be the required
signatory members as described in Section 1 of this Article. The Board President at their discretion may appoint
additional non-voting members to the Finance Committee if they deem that the additional person(s) would bring
beneficial insight to the committee.
Section 3. A State of West Virginia registered Certified Public Accounting firm approved by a seventy-five (75%) vote of the entire Board of Trustees at a meeting to which prior notification has been given to all members of the Board of
Trustees, shall audit the accounting of financial records and funds at least once a year. The selected accounting
firm shall be responsible for all the preparation and filing of all required Federal tax reports, and preparation and
filing of reports as needed otherwise by the FAGCA.
Section 4. The Treasurer and/or President of the Corporation shall provide regular supervision of ongoing accounting
functions as provided by the office manager or bookkeeper hired by the corporation and report to the Board any
significant issues affecting the financial health of the corporation.
Section 5. The passwords/password log for the Corporation’s electronic payment processing accounts shall be held in a secure location within the office known to the Office Manager and Treasurer. The Treasurer shall develop a policy to ensure the security of the Company passwords, updating the Executive Committee when changes are needed and/or made. The policy must be approved by the Executive Committee and the committee shall have final authority
regarding this policy. A written copy of the policy shall be held in the same location as the password log.
ARTICLE X. SERGEANT AT ARMS
Section 1. APPOINTMENT
A Sergeant at Arms may be appointed by the President. Such Sergeant at Arms may, but need not be, a member of
the Corporation.
Section 2. DUTIES
The Sergeant at Arms shall assist the President in maintaining order at any meeting of the members of the
Corporation and shall, at the direction of the President consistent with Roberts Rules, quiet any member who
becomes disorderly and, if necessary and as directed by the President consistent with Roberts Rules, remove such
member from any meeting.
ARTICLE XI. PARLIAMENTARIAN
Section 1. APPOINTMENT
A Parliamentarian may be appointed by the President with the approval of the Board of Trustees. Such
Parliamentarian may be, but need not be, a member of the Corporation.
Section 2. DUTIES
The Parliamentarian shall assist, confer, and advise the President on any matters of parliamentary procedure in
accordance with these Bylaws.
Section 3. COMPENSATION
The Parliamentarian may receive reasonable compensation for his or her services rendered hereunder as
determined by the Board of Trustees.
ARTICLE XII. OFFICE MANAGER
Section 1. The office manager shall be employed by the President with the approval of the Board of Trustees. It shall be his/her duty to manage the day-to-day operation of the office, including responding to member questions,
coordinating member mailings at the direction of the President, notifying members of lapsed dues, accepting dues
and any other funds paid the club, depositing same in the bank, maintaining accurate and up-to-date financial
records under the supervision of the Treasurer and/or President, and other duties as required by the President and
members of the Board.
Section 2 The Office Manager shall maintain the office Petty Cash fund and retain receipts for all expenditures. The Petty Cash fund should not exceed $200.
Section 3 The Office Manager is authorized to spend up to an amount to be determined by the Board of Trustees for common and ordinary office supplies as needed. Examples of these would be paper, writing instruments, printer ink, and packing supplies. Expenditures costing in excess of the amount established by the Board of Trustees would require a vote of the Board for authorization.
Section 4 The Office Manager serves at the pleasure of the President and Board of Trustees. There is no employment
contract expressed or implied. Performance reviews are to be conducted at minimum of once annually on the
anniversary of their employment, although additional reviews may be conducted by the President at their
discretion, or by the President at the direction of the Board. Pay increases shall be determined annually based on
the employee performance review or more often at the discretion of the Board.
ARTICLE XIII. ELECTION OF MEMBERS OF THE BOARD OF TRUSTEES
Section 1. NOMINATING COMMITTEE
A Nominating Committee consisting of at least three (3) members shall be appointed by the President at least six
(6) months prior to the annual meeting. The President shall designate a Chairman of such committee. Such
Committee shall attempt to submit at least two (2) names for each expiring Board of Trustee position.
Section 2. BIOGRAPHICAL SKETCH
A biographical sketch of each nominee shall be included in the Butterfly Net containing the ballot described in
Section 3.
Section 3. VOTING
Voting shall be by secret mail ballot in accordance with “Robert’s Rules of Order, Newly Revised, 12th Edition
(Published 2020)” All nominees from the Nominating Committee and valid petitions shall be arranged on a mail-
in ballot in alphabetical order and shall be included The Butterfly Net at least thirty (30) days prior to the annual
meeting. The mailing list for ballots should exactly correspond to the current official roll of voting members.
For any ballot to be counted, it must be postmarked at least seven (7) days prior to the annual meeting. The
nominees receiving the highest number of votes shall be elected. In the event that an insufficient number of
nominees are put forth as prescribed above in The Butterfly Net to fill the open seats on the Board of Trustees,
those nominees whose names are published shall automatically be elected to the Board. The remaining seat(s) shall
be filled by taking nominations from the floor at the convention Annual Meeting and a vote by secret ballot shall
determine the winner if there are more nominees than open seats. Should the number of nominees be equal to the
number of open seats, the nominees shall be confirmed by a voice vote.
Section 4. ELECTION COMMITTEE
The President shall appoint an Election Committee composed of the Secretary, two (2) other Trustees, and two (2)
members who are not standing for election or reelection whose duty it shall be to see that all votes of the members
eligible to vote are properly tallied and canvassed, and to declare the true results of said election at the annual
meeting.Page 8
Section 5 VOTE COUNTING
A. At the meeting of the Election Committee to count the votes the procedure outlined here shall be followed. All
ballots shall be confirmed to have been postmarked by the prescribed date and to have been submitted by an
eligible active member. Those ballots that fail to meet those thresholds shall be set aside as spoiled ballots not to be
counted. The Secretary shall divide the remaining unspoiled raw ballots into approximately 4-6 stacks that are
roughly equal in number. All Committee members should have tally sheets with all candidate names present so that
they can tally votes as they are read.
B. Upon opening, if it is found that the voting member has cast more than the 3 allotted votes, then the ballot shall
be set aside as spoiled. Any other infraction by the voting member that runs counter to the rules or instructions
printed for voting shall result in a spoiled ballot. Spoiled ballots should remain separated from valid ballots.
Members are allowed to cast less than the allotted 3 votes. If the ballot has been correctly cast, the Secretary shall
read the names aloud of the candidates receiving votes on that ballot and each member of the Committee shall tally
the votes as they are read. This process shall be repeated for each ballot until the stack is completed. At this time, a
check should be made to verify that all vote tallies of each Committee member match exactly. Checks can be made
for matching tallies as the votes are being counted at the discretion of the Secretary, however the tallies must match
exactly at the end of the stack, or the stack of valid ballots shall be reread by the Secretary and retallied until all
tallies for each Committee member match. At this time, each tally sheet should be signed by the Committee
member that compiled it, collected, and placed with the stack that has just been completed and set aside.
C. The process described in Paragraph B shall be repeated until all ballot stacks have been counted. When all
ballots have been counted the Secretary shall add the totals from the tally sheets to determine the number of votes
cast for each candidate. This tabulation shall be verified by at least one of the two other Board members on the
Committee. The vote tally is then ready to be submitted to the Board and to the members. The totals should not be
made known to anyone before the Board has gotten the totals. The ballot stacks should be bound together with the
tally sheets that correspond to them and preserved in the event that vote totals are challenged so that they may be
audited if needed. The spoiled ballots shall also be bound together. The ballots, spoiled and counted, shall be
retained for 30 days after the annual meeting for auditing if questions arise.
Section 6 TIES
In the event of a 3-way tie for the highest number of votes, those three candidates shall be the new Board
members. In the event of a tie between the top two vote getters for the open seats, they shall become Board
members with the person receiving the 2nd highest vote total becoming the third new Board member. In the
event of a tie vote between the bottom two vote getters for an open seat, the tie will be resolved by coin toss at
the Annual Meeting before the announcement of newly elected Board of Trustee members. The candidate
with the last name beginning with the letter closest to the letter “A” in the alphabet shall call heads or tails. If
both candidate’s last name begins with the same letter, then the second letter would be considered and so on
until a resolution can be made. In the event there is a tie among more than two candidates for the final open
Board seat, the tie breaker will be conducted by Rock/Paper/Scissors until there is a single winner and that
person shall become the final Board member.
ARTICLE XIV. CHAPTERS
Section 1. FORMATION
Individual members of the Fenton Art Glass Collectors of America, Inc., may form chapters. Chapters shall at all
times maintain the principles as set forth in the Articles of Incorporation and Bylaws of the Fenton Art Glass
Collectors of America, Inc.
Section 2. NAME
Each chapter shall choose its individual name and shall elect a President and as many other Officers as necessary to
conduct chapter business.Page 9
Section 3. REQUIREMENTS
Every member of each chartered chapter is encouraged to be a member of the Fenton Art Glass Collectors of
America, Inc., that is, the national club. The Board of Trustees may establish rules and regulations governing the
formation and operation of chartered chapters and such rules and regulations heretofore so established are herein
adopted.
Section 4. SPECIAL ACTIVITIES
If a gathering is held by the Chartered Club in other than the normal meeting place, the Chartered Club shall be
responsible for (1) acquiring and providing proof of adequate insurance coverage for such event(s) a minimum of
ninety (90) days prior to such event and (2) secure approval of the event(s) and insurance by the Board of Trustees.
ARTICLE XV. AMENDMENTS
Section 1. NOTICE AND VOTE
These Bylaws may be amended by a favorable vote of two-thirds (2/3) of the members voting. Voting shall be
by mail-in ballot. Proposed amendments must be presented in writing, along with a mail-in ballot, to all
members at least thirty (30) days prior to the date set by the Board of Trustees for ratification. Publication in
the Butterfly Net shall be deemed sufficient. Ballots must be postmarked on or before the ratification date and
received within ten (10) days of the ratification date. No ballot, even if correctly postmarked, shall be
counted after the 10th day following the ratification date.
[Section 2. APPROVAL
Amendments to the Bylaws must be reviewed and approved by the Bylaws Committee and the Board of Trustees
prior to being presented to the members.
Section 3. EFFECTIVE DATE
Amendments to the Bylaws shall take effect immediately upon ratification.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
Section 1. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, 12th Edition (Published 2020) shall govern the Corporation in all cases to which they are applicable and consistent with these Bylaws and any special rules of order the Corporation may adopt. Any situation not specifically covered in the Bylaws shall be governed by Robert’s Rules of Order, Newly Revised, 12th Edition (Published 2020)
