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American Bell Association International, Inc
Certificate Of Incorporation
EFFECTIVE JANUARY 4, 1984
STATE OF CONNECTICUT
ARTICLE I - NAME
The name of the Corporation shall be The American Bell Association International, Inc.
ARTICLE II - PURPOSE
The Corporation is organized exclusively for educational and scientific purposes related to the collection, preservation, restoration, study and research of bells. As such, the Corporation is empowered to conduct all affairs necessary or desirable to achieve these purposes.
The foregoing enumeration of powers shall not be in limitation of the rights, powers and privileges of this Corporation. This Corporation may exercise all of the rights, powers, and privileges granted to Corporations under the general laws of Connecticut and may conduct in any manner whatever any business not prohibited by law to a Corporation organized under Chapter 600 of the General Statutes of Connecticut.
ARTICLE III - NON-PROFIT
The Corporation is non-profit and shall not have or issue shares of stock or pay dividends.
ARTICLE IV - MEMBERSHIP
There shall be one class of members. All members shall have voting privileges as set forth in the Bylaws of the
Member shall mean and refer to any person who has paid his or her membership dues.
No part of the income of the Corporation may be distributed to any member, director or officer of the Corporation,
provided, however, reasonable compensation may be paid for services rendered by such individuals.
In addition, benefits may be granted to its members, directors or officers in conformity with the Corporation non-profit purposes, and further provided that the distribution upon dissolution or final liquidation of this Corporation shall not be deemed a distribution of income (if in accordance with Chapter 600 of the General Statutes of Connecticut).
Directors shall hold office as set forth in the Bylaws of the Corporation.
1. This Certificate of Incorporation (or Corporate Charter) has, in essence, replaced our Constitution. This Certificate is on file in the Office of the Secretary of the State of Connecticut. The wording cannot be altered in any way without notifying that office and receiving its approval.
2. The Executive Board of The American Bell Association International, Inc., shall be considered Corporate Directors.
3. Current Connecticut Statutory Resident Agent, Marcia Andrus, Past President
American Bell Association International, Inc
(Revised June 29, 2019)
ARTICLE I - NAME
SECTION 1. The name of the Corporation shall be The American Bell Association International, Inc. ABA shall be used in all cases where these Bylaws and Standing Rules refer
to the Corporation.
SECTION 2. The Bell Logo and the words “The American Bell Association” are registered Service Marks in the United States Patent and Trademark Office of the American Bell AssociationInternational, Inc. and the title The Bell Tower is a Service Mark of the American Bell Association International, Inc.
ARTICLE II - PURPOSE
ABA is organized for educational and scientific purposes related to the collection, study, preservation, restoration, and research of bells of all kinds.
ARTICLE III - MEMBERS
There shall be one class of membership. All persons of the same family residing at the same address are covered by one paid annual membership, and all shall be entitled to vote.
ARTICLE IV - FINANCES
SECTION 1. FISCAL YEAR
The fiscal year of ABA shall be April 1 through March 31.
SECTION 2. DUES
A.The dollar amount of dues for membership shall be determined by the Executive Board and then approved by the members at the annual business meeting.
B. Membership shall be renewed annually from the date of joining. A renewal notice shall be sent to each membership address and dues shall be forwarded to the Membership Coordinator or other designee selected by The Bell Tower Committee and approved by the Executive Board.
C. Membership shall include one subscription to ABA's magazine, The Bell Tower.
SECTION 3. INSURANCE AND BONDING
A. ABA shall maintain comprehensive general liability insurance in sufficient amounts at all times.
B. ABA shall arrange for the bonding of persons as outlined in these Bylaws and for others deemed necessary by the Executive Board.
SECTION 4. OTHER FUNDS
The Executive Board may establish other funds to receive donations that provide support for operations, educational programs, and various projects that help fulfill the goals of ABA.
ARTICLE V - CHAPTERS AND REGIONAL GROUPS
SECTION 1. ABA encourages the formation of Chapters and Regional Groups.
SECTION 2. If a Chapter or Regional Group has bylaws, the bylaws shall not conflict with ABA Bylaws and Standing Rules.
SECTION 3. For a Chapter or Regional Group to be part of ABA and listed in The Bell Tower, at least one officer of the chapter or regional group shall be a member of ABA.
SECTION 4. The presiding officer of a Chapter or Regional Group may use either the title President or Chair, as long as it is preceded by the chapter or group name.
ARTICLE VI - OFFICERS
SECTION 1. The Officers of ABA shall be a President, First Vice President, Second Vice President Secretary, and Treasurer, elected as provided in Article X.
SECTION 2. All Officers shall take office at the time of their election but they shall be formally installed as the last order of business on the final night of the annual convention.
SECTION 3. QUALIFICATIONS
SECTION 4. TERMS OF OFFICE
SECTION 5. VACANCIES
ARTICLE VII - DUTIES OF OFFICERS
SECTION 1. PRESIDENT
The President shall:
SECTION 2. FIRST VICE PRESIDENT
SECTION 3. SECOND VICE PRESIDENT
In the event of death, resignation, or removal from office of the First Vice President, the Second Vice President shall assume the duties of the office of First Vice President.
SECTION 4. SECRETARY
The Secretary shall:
SECTION 5. TREASURER
The Treasurer shall:
SECTION 6. ANNUAL REPORTS
A. All Officers shall submit an annual report to the Secretary prior to convention.
B. All Officers shall deliver all materials to the position’s successor within sixty days of leaving office.
ARTICLE VIII - MEETINGS
SECTION 1. MEMBERSHIP MEETING
ABA shall hold at least one general membership meeting each year called the annual convention. The date and place shall be determined by the Executive Board. The purpose of the meeting is to conduct business and provide educational and social opportunities for the membership
SECTION 2. QUORUM
A quorum for the transaction of business shall be a majority of the paid registered members in attendance at the annual convention.
ARTICLE IX - EXECUTIVE BOARD
SECTION 1. COMPOSITION
SECTION 2. AUTHORITY
The Executive Board shall be the governing body of ABA with authority to have general supervision of the affairs between annual meetings and to perform such other duties specified in these Bylaws.
SECTION 3. MEETINGS AND QUORUM
SECTION 4. MEMBER-AT-LARGE
(1). be a regular voting member of the Executive Board;
(2). serve, with voice and vote, on the Convention Committee;
(3). submit an annual report to the Secretary prior to convention;
(4). deliver all official material to the position’s successor within sixty days of leaving
SECTION 5. IMMEDIATE PAST-PRESIDENT
The Immediate Past President shall:
ARTICLE X - NOMINATIONS AND ELECTIONS
SECTION 1. SLATE OF OFFICERS AND MEMBER-AT-LARGE
SECTION 2. ELECTION
A majority vote of the members present at the annual business meeting shall be required for election. If there is one candidate for each office, the election shall be by voice vote. If there is more than one candidate presented for an office the election shall be by ballot.
ARTICLE XI - APPOINTMENTS
SECTION 1. TERM OF OFFICE
All appointees may serve an unlimited number of successive terms, unless specifically prohibited in the Bylaws. All appointments are subject to reappointment by the incoming President with approval by the new Executive Board. All terms begin with Presidential appointment and continue until the end of the following convention.
SECTION 2. REPORTS
Reports of all appointees shall be submitted to the Secretary prior to the annual convention.
SECTION 3. APPOINTED POSITIONS
A. Legal Advisor
The Legal Advisor shall:
(1). be responsible for handling legal matters for ABA;
(2). review prior to the signing by the person(s) authorized by the Bylaws, Standing Rules, or as authorized by motion of the Executive Board, all contracts and legal documents that bind ABA. In the absence of a Legal Advisor, the Executive Board shall assume this review function;
(3). be the custodian of bonds covering the Treasurer and Membership Coordinator. In the absence of a Legal Advisor, the President shall assume this function;
(4). serve as an advisor to the Executive Board, Bylaws Committee, Bell Tower Committee and Convention Committee, with no vote.
The Parliamentarian shall:
(1). be thoroughly familiar with ABA Bylaws and Standing Rules and Robert's Rules of Order, Newly Revised and shall be prepared to advise the President at all times as to proper parliamentary procedure;
(2). serve as an advisor to the Executive Board with no voice or vote;
(3). be present at business meetings and at any other time as desired by the President.
(4). Serve on the Bylaws Committee with voice but no vote.
C. Tax Consultant
The Tax Consultant shall receive copies of all of the Treasurer's quarterly financial reports for information and review. Upon receipt of the complete financial report for the fiscal year ending March 31st, the Tax Consultant shall prepare Federal/State tax returns for the Treasurer's signature and submit them to the taxing authorities. Copies shall be sent to the President and the Legal Advisor.
ARTICLE XII - COMMITTEES
SECTION 1. TERM OF OFFICE
SECTION 2. MEETINGS
Each committee shall hold a meeting at the time of the annual convention. Special meetings may be held by electronic means, including email, under the procedures set forth in the Special Rules of Order.
SECTION 3. BUDGETS
Unless otherwise provided in these Bylaws, an operating budget shall be established for each committee and shall be included by the Budget Committee in the overall ABA budget approved by the membership at the annual business meeting.
SECTION 4. AUDIT COMMITTEE
A. The President, with Executive Board approval, shall appoint the Audit Chair. With approval of the President, the Chair shall appoint at least two other members.
B. The Audit Committee shall audit the Treasurer's books at the time of the annual convention and at other times as directed by the Executive Board.
C. The Chair shall give a report of the audit at the annual convention.
SECTION 5. THE BELL TOWER COMMITTEE
(1). The Bell Tower Committee shall have six voting members.
(2). The President shall consult with The Bell Tower Committee Chair and shall appoint members, with Executive Board approval, for three-year terms. These members may serve an unlimited number of successive terms.
(3). The President, The Bell Tower Editor, and the Membership Coordinator shall serve as ex-officio members with no vote.
(4). The Chair shall be selected annually by the committee members.
(5). Members filling duty-specific positions shall be determined by joint member decision, and shall be approved by the Executive Board.
(1). The Bell Tower Committee shall work closely with the Editor, Membership Coordinator, and the printer to coordinate the production of The Bell Tower.
(2).The Bell Tower Committee shall allocate funds required to produce The Bell Tower within the budget they have recommended; this budget shall be approved by the Executive Board and voted on by the members at the annual convention as part of the overall ABA budget. The budget shall include estimated income from advertisers.
SECTION 6. BUDGET COMMITTEE
A. Members shall be the Treasurer, the First Vice-President, and the Chair of The Bell Tower Committee.
B. The Treasurer shall be Chair of the Budget Committee.
C. The Treasurer shall present the proposed annual budget to the membership for vote at convention.
SECTION 7. BYLAWS COMMITTEE
SECTION 8. CONVENTION COMMITTEE
A. CompositionB. Duties
(1). The Convention Committee shall have no more than seven voting members.
(2). The President shall consult with the present committee members and shall appoint four or five members, with Executive Board approval, for two-year terms. These members may serve an unlimited number of successive terms.
(3). The Member-at-Large shall serve on this committee with voice and vote.
(4). The immediate past (City and/or Year) Convention Coordinator shall serve on this committee with voice and vote.
(5). The Chair shall be selected annually by the committee members.
(6). The Hotel Coordinator and the President shall serve on this committee with voice and no vote.
(1). The Committee shall make recommendations to the Executive Board regarding the date and location of the annual convention.
(2). The Committee shall appoint, with Executive Board approval, the (City and/or Year) Convention Coordinator.
(3). The Committee shall oversee and assist, as needed, in any phase of the annual convention.
(4). In the event of an emergency, the Committee members have the expertise and shall be prepared to assume any function or total leadership of a convention.
(5). The Committee shall be custodian of all tangible properties of ABA.
SECTION 9. NOMINATING COMMITTEE
A. The President, with Executive Board approval, shall appoint three members to the Nominating Committee. The committee members shall select the Chair. The Immediate Past President shall be an ex-officio member with no vote.
B. The Nominating Committee shall prepare a slate of nominees for Officers and Member-at-Large to be presented for election. A written statement of acceptance must be obtained from each nominee.
C. The slate for election shall be published in the March-April issue of The Bell Tower.
D. The Chair of the Nominating Committee shall present the slate at the annual convention.
ARTICLE XIII - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern ABA in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws, Standing Rules, and any Special Rules of Order ABA may adopt.
ARTICLE XIV - AMENDMENTS
SECTION 1. These Bylaws may be amended by a two-thirds vote of the members in attendance at the annual business meeting, a quorum being present. Proposed amendments shall be published in the March-April issue of The Bell Tower in the year of that annual convention.
SECTON 2. The Bylaws Committee is authorized to correct article and section designations, punctuation, and cross references, and to make such other technical and conforming changes as may be necessary to reflect the intent of ABA in connection with amendment to the Bylaws or Standing Rules.
ARTICLE XV - DISSOLUTION
Upon dissolution of ABA, the Executive Board shall, after paying or making provisions for the payment of all the liabilities, dispose of all the assets exclusively for the purposes of the ABA in such manner as the Executive Board shall determine, taking into consideration the rules under sections 501(C) (4) of the Internal Revenue Code.
American Bell Association International, Inc
(Revised June 26, 2016)
USE OF ABA LOGOS1. When a money or sales transaction is involved, no use of the General Grant bell logo or The Bell Tower logo shall be made without written permission of the ABA Executive Board.
2. ABA shall not participate in any political activities, propaganda, or otherwise attempt to influence civil legislation or elections. ABA shall not, except to an insubstantial degree, engage in any activity that is not in furtherance of the purpose of ABA.
3. No member or group of ABA can commit ABA to a policy, project, or purpose, without written approval of the Executive Board, except as otherwise provided in the Bylaws or Standing Rules.
MEMBERSHIP DATA AND DIRECTORY
4. Membership data is confidential and intended for specific internal use as approved by the Executive Board.
5. A Membership Directory is furnished for private and non-commercial use by ABA members only.
6. Membership Directories are published every third year, if practical, taking into consideration associated costs.
a. The President, with Executive Board approval, shall appoint in January of the publication year, a coordinator to secure cost estimates and to make recommendation for distribution.
b. Any action by the Coordinator shall have prior approval by the Executive Board.
7. The Membership Coordinator shall provide directory changes for publication in each interim issue of The Bell Tower.
8. Membership data and directory information shall not be released to any individual or organization except by prior written consent of the Executive Board.
9. Membership data and directory information shall not to be made available electronically through the ABA website.
BUDGETS10. All expenses over and above the budgeted amount of ABA positions and committees shall be paid by ABA upon the presentation of a statement of these expenses and approval of same by the Executive Board.
11. The Collins Memorial Bell Tower Fund, established in 1991, honors the Collins family through contributions to help maintain excellence and perpetuation of the publishing of The Bell Tower. Contributions are not tax deductible. Donors are acknowledged in an issue of The Bell Tower. The fund is administered by The Bell Tower Committee.
12. The Convention Emergency Reserve Fund is to protect ABA when circumstances may result in a convention financial loss. The fund can be used to cover possible contractual penalties or other unexpected expense. The fund shall be administered by the Executive Board
13. Friends of ABA, established in 2005, welcomes unrestricted non-deductible contributions. Funds are placed in the General Fund and help provide support for activities that help fulfill the goals of ABA. Donors are acknowledged in the annual report and an issue of The Bell Tower. Categories of recognition are set by the Executive Board. Appeals are included in The Bell Tower and with dues notices. The First Vice President, Treasurer and Membership Coordinator work together to coordinate appeals, receipts and recognition.
14. Should a new item be brought to the floor, the presiding officer shall refer the item to the Executive Board for study before any vote is taken.
15. ABA shall not accept responsibility for any travel arrangements made by members to or from Convention, Executive Board, Regional, or Chapter meetings. This includes tours before and after convention that are not sanctioned and approved as an activity of ABA by the Executive Board.
16. ABA shall not be liable for any sickness, injury, damage, loss, accident, delay, strike, weather, or other misfortune which may be caused by the defect of any vehicle or the negligence or default of any company or person engaged in performing any of the services involved.
17. The Immediate Past-President shall be responsible for conducting the installation of the newly elected Officers.
18. The President shall have the honor of receiving at time of installation, the official General Grant Bell with its engraved base, along with the Presidential Organizational Bell. The President shall be responsible for same during the term of office.
Note: The positions listed may be appointed by the President, with approval of the Executive Board; additional position details may be found in the Bylaws and Job Descriptions.
19. AUCTION COORDINATOR – appoints a working committee and organizes all aspects of the auction held at the annual convention.
20. BEHOLD (Bell Educational Hands Off Learning Display) COORDINATOR - solicits exhibitors, coordinates displays of different types of bell collections and research material, and creates an atmosphere of hospitality at convention.
21. CHAPLAIN - gives the invocations for the official opening of the annual convention and for the closing banquet.
22. CHAPTERS AND REGIONAL GROUPS COORDINATOR - assists and encourages any member in the formation of a Regional Chapter or Group; encourages their representation at the annual convention; holds a meeting of all representatives in attendance at convention; submits information for publication in The Bell Tower.
23. HISTORIAN - ensures that ABA history and records are secured and maintained. Archive information shall be made available to members. A nominal fee is charged for copying.
24. HOTEL COORDINATOR – serves as a non-voting member of the Convention Committee; determines which hotel in the host city will fulfill ABA criteria for a convention site; negotiates terms; signs contract after receiving approval of the Legal Advisor and Executive Board. Approved action shall be duly recorded in the Executive Board minutes.
25. WEBSITE COORDINATOR – manages, monitors, and updates the Internet website (http://www.americanbell.org) that promotes ABA and acts as liaison between the Internet user and ABA. The Coordinator works with resource persons who have internet access and bell knowledge to enable response to the various inquiries of the internet user.
26. JOB DESCRIPTION COORDINATOR – annually updates Job Descriptions and Procedures with changes submitted by officers, appointees, or committees.
27. MEMBERSHIP COORDINATOR –
a. is bonded; the Legal Adviser shall hold the bond;
b. receives all payments of dues; forwards all monies to the proper ABA account; accesses an ABA credit or debit card; sends quarterly reports to the Treasurer;
c. sends an annual renewal notice to each membership address;
d. maintains an up-to-date membership database and provides addresses of all current memberships to the printer in support of the mailing of The Bell Tower. A backup copy of the database shall be provided to a designated member of The Bell Tower Committee.
e. The Coordinator position shall be for an indefinite number of years subject to annual evaluation by The Bell Tower Committee and with the approval of the Executive Board.
f. Should the position become vacant, an advertisement for applicants shall be published in The Bell Tower.
g. Selection of a new Membership Coordinator shall be made with the majority vote of The Bell Tower Committee and with approval of the Executive Board.
28. MEMBERSHIP EXPANSION – The goal of this committee is to expand ABA membership throughout the world. The President, with Executive Board approval, shall appoint three members. The members shall select a Chair. The Membership Coordinator, Second Vice President, and The Bell Tower Editor shall serve in an advisory capacity.
29. SOCIAL MEDIA COORDINATOR - monitors and administers the ABA Facebook page and other social media formats.
30. SPECIAL SERVICES COORDINATOR - provides ABA programs, bells, or bell related itens for rent or sale to members, Chapters, and Regional Groups.
31. TOWN CRIER - an important position within ABA that sets a historic example of the use of bells in early history. The Colonial attire and the ringing of the Town Crier Bell to announce ABA meetings preserve the history and tradition of the Town Crier function. The Town Crier represents the character of ABA to the outside world as members are called to each convention session.
32. WELCOME LETTER WRITERS - are members willing to give of their time and talent to write letters extending the hand of orientation and friendship to new members of ABA. The President, with Executive Board approval, shall appoint committee members. The members shall select a Chair.
33. AUDIT COMMITTEE – audits the Treasurer's books and other treasury records; verifies the bank balance; examines any checkbooks; spot checks the vouchers; and verifies the membership list against the amount of dues received. The audit shall include the latest quarter as well as any required financial transactions made by the Treasurer at the Convention.
34. THE BELL TOWER COMMITTEE shall:
35. THE BELL TOWER EDITOR -
36. BYLAWS COMMITTEE
37. CONVENTION COMMITTEE – The Committee shall:
38. (CITY AND/OR YEAR) CONVENTION COORDINATOR –
39. SPECIAL COMMITTEES - A Special Committee is appointed for specific purposes by the President and the Executive Board. This committee continues intact until the appointed task is completed or is disbanded by the Executive Board, through as many administrations as may be necessary. The size of a special committee may vary according to the scope of the assigned task. The current President shall be an ex-officio member of any special committee.
40. The Executive Board may terminate, suspend or discipline any member, Chapter, or Regional Group for cause. Cause for such action may be a violation of a Bylaw, Standing Rule, or any other conduct which the Executive Board believes is unacceptable to the interests of ABA. The member, Chapter, or Regional Group shall have the opportunity to present any relevant information, in writing, in person, or through a representative, to the Executive Board before final action is taken. Termination, suspension, or disciplinary action shall be by a two-thirds (2/3) vote of the Executive Board, a quorum being present.
AMENDMENT OF STANDING RULES
41. Standing Rules may be suspended by a majority vote or be amended or rescinded by a two-thirds vote at the annual business meeting. If members were given prior notice of the proposed action, the rule may be amended or rescinded by a majority vote.
42. The Bylaws Committee is authorized to correct article and section designations, punctuation, and cross references, and to make such other technical and conforming changes as may be necessary to reflect the intent of ABA in connection with amendment to the Bylaws or Standing Rules.
American Bell Association International, Inc
Special Rules of Order
I. Procedures for E-mail Meetings and Voting