Membership

Love Collecting Decoys?

Articles of Incorporation and Bylaws

ARTICLE I – NAME

This organization shall be known as: GREAT LAKES DECOY ASSOCIATION

ARTICLE II – MISSION STATEMENT

The mission of the Great Lakes Decoy Association (a Not for Profit Organization) is to promote the preservation of waterfowl heritage through collecting vintage decoys. We recognize and appreciate 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

Purposes of this association are:

• To bring together people interested in collecting decoys and related artifacts.
• To study and research the history of decoys, especially those of the Great Lakes region.
• To provide an opportunity for beginners and advanced members to participate in educational seminars.
• To help convey the important contribution our wetlands contribute to the environment.
• To publish a newsletter with current club information to be mailed and or posted on our web site..
• To hold an annual show each year, the third weekend in March at the Holiday Inn in Westlake, Ohio or in a similar venue within close proximity.

ARTICLE IV – MEMBERSHIP

SECTION A

There shall be three (3) classes of membership: Charter, Active & Life. All members have the right to vote and hold office.

• Charter – Founding and original members of the organization.
• Active – Any person interested in the purposes of the association and is in good standing as a paid member.
• Life – A special class of membership offered by the Executive Board at a price that is also set by the board but never to be less than $350.00.

SECTION B

Active membership dues shall be determined by the officers.

SECTION C

Annual dues are due and payable from the annual show date to next show date. The annual show date is the third weekend of March each year.

ARTICLE V – BOARD OF DIRECTORS

Section A Board of Directors shall consist of current officers and Past Presidents. Term of office will be biannual. The Board may add additional Board seats as they deem necessary by a 2/3 vote of the Board.

ARTICLE VI – OFFICERS

SECTION A

Officers of the association shall be a President, Vice President, Secretary & Treasurer. Show Chairpersons will be appointed by the board. They will report to the board but do not have the right to vote on Board issues.

SECTION B

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

Elected officers take office on May 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 officers.

SECTION E

The immediate past President is the Nominating Committee Chairperson.

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 and present the results to the officers and membership. All elections will take place at the annual show.

SECTION G

President shall have executive supervision over the activities of the association within the scope provided by these bylaws. President appoints chairpersons of committees and delegates matters not otherwise provided for. President shall report to the membership activities of the association.

SECTION H

In event of absence, incapacity, or resignation, succession to President will be: Vice President, Secretary and Treasurer.

SECTION I

Vice President and Chairpersons:

1. Show Chairperson’s will organize and manage the annual show and their respective responsibilities set forth by the Board.
2. Vice President will organize collecting events & seminars and report to the Board with any and all Chairpersons issues, needs or concerns.

SECTION J

Secretary shall record and send the minutes of the Board meetings, send notices to officers and committee heads and handle correspondence within the board.

SECTION K

Treasurer shall be responsible for 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 Great Lakes Decoy Association, Inc. Monies shall be paid out by numbered check, after completion of the request for check form and proper documentation is presented to the Treasurer. President and Secretary will have their signatures on file at the bank so they may sign checks in absence of the Treasurer. Treasurer will deposit all monies and shall render a formal financial report at each meeting. Treasurer will provide the board of directors a financial report at each meeting and close of the fiscal year. Treasurer will coordinate all activities associated with outside accountants with preparation and filing of Annual Reports for Non-Profit Organizations (Form 990) with the Internal Revenue Service.

ARTICLE VII – SCHEDULE AND QUORUM FOR MEETINGS

SECTION A

An annual membership meeting will be called by the President each year prior to the annual show and sale in March. All members will be notified of the time and day of the annual meeting held during the show in the newsletter and/or website.

SECTION B

Additional meetings may be called by the President upon written notice.

SECTION C

A Quorum consists of no less than two thirds (2/3) of executive officers to conduct a business meeting.

ARTICLE VIII – PARLIAMENTARY AUTHORITY

Rules contained in “Robert’s Rules of Order” shall govern the proceedings of the Great Lakes Decoy Association, except in such cases as where governed by these bylaws.

ARTICLE IX – AMENDMENTS

Bylaws may be amended or revised by a two-thirds (2/3) vote of members voting. Proposed amendments or revisions must be submitted in writing to the membership by the Board of Directors no less than fourteen (14) days prior to the annual meeting.

Members must be present to vote. Voting will be done at the annual membership meeting at the show.

ARTICLE X – ORGANIZATION SEAL

The Organization Seal shall be approved 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.

Foregoing right of indemnification shall not be deemed exclusive of other rights to which officers, or directors, or employees may be entitled apart from 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 Great Lakes Decoy 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.

ARTICLE XIII – FINANCIAL RULES

In an effort to provide all members with use of club funds, the organization will annually and transparently show what income was generated and spent through either a newsletter or club website.