DRAFT

PROPOSED CHANGES ARE IN RED

NEW ENGLAND MAGIC COLLECTORS ASSOCIATION

CONSTITUTION AND BY LAWS

 Article 1 [Name]

Section 1.1. The organization will be known as the New England Magic Collectors Association (NEMCA).

Article 2. [Purpose]

(Section 2.1. NEMCA will be a non-profit organization devoted to promoting interest in the collecting of books, memorabilia, and apparatus related to magic and the allied arts. Additional goals include: advocate for the preservation of history and knowledge of the theater arts; share knowledge and expertise in collecting magic with others, promote and share scholarship of magic history and culture, and serve as a social outlet for its members. These are to be accomplished through a minimum of three scheduled meetings each calendar year and one conference (The Yankee Gathering) to be organized in even-numbered years.} 

Replace above with 

Section 2.1. The association is organized exclusively for educational, scientific and charitable purposes, the making of distributions to other organizations for such purposes, but only to the extent and in such manner that such purposes constitute exclusively educational, scientific and charitable purposes within the meaning of Section 501 (c) (3) of the Code, or the corresponding section of any future federal tax code. 

The association has been founded to promote the education of and interest in the collecting of books memorabilia, history, and apparatus relating to magic and the allied arts: to preserve the history and knowledge of the theater arts; and to share knowledge and expertise in the collection and preservation of magic apparatus and literature. 

In no case shall the purpose of the Association or its activities encompass any purpose or activity not permitted to exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 (the "Code") or the corresponding provision of any future federal tax code.

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as described in this Article. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence public legislation, and the Association shall not participate in, or intervene in (including the public distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Association shall not carry on activities not permitted to be carried on (a) by an association exempt from Federal income tax under Section 501 (c) (3) of the Code or (b) by an association, contributions to which are deductible under Section 170 (c) (2) of the Code (or the corresponding provision of any future United States Internal Revenue Law). 

Article 3 [Membership, Dues]

Section 3.1. ELIGIBILITY: Any reputable person 18 years or older with a genuine interest in magic collecting may apply for membership status.

Section 3.2. Changes in membership criteria will be reviewed annually by the membership committee for approval at the annual business meeting.

Section 3.3. Membership will be granted (only) by recommendation of the Membership Committee and a majority vote at the annual business meeting.

Section 3.4. Dues. The dues shall be payable before June 1st of each year.

Section 3.4.1. The treasurer shall notify members before the first meeting of the year that dues are payable.

Section 3.4.2. Names of delinquent members will be turned over to the President for action. Nonpayment of dues can constitute grounds for a member to lose membership status.

 Section 3.4.3. Any changes in the amount of dues will be discussed at the annual business meeting prior to the change.

Article 4. [Publication]

Section 4.1. NEMCA will publish a journal (The Yankee Magic Collector) which shall contain news and research articles of interest to magic collectors.

Section 4.2. The journal will be edited by a Participating Member or Members of NEMCA elected to serve a two year period at the annual business meeting in odd-numbered years.

Section 4.3. The schedule of publication will be determined by the Editor(s) supported by an Editorial Review Board consisting of Participating Members appointed by the Editor(s).

Section 4.4. Publication policy, e.g. budget, frequency, types and formats of publication, quantity of copies, will be the responsibility of the Governing Board with the advice of the Editor(s) and Editorial Review Board.

Section 4.5. Additional notifications of meetings, dues notices and other information will be handled by the Secretary(s), Treasurer or Webmaster.

Article 5 [Membership Classes, Organization Size]

Section 5.1. Membership shall be classified by the following designations:

Section 5.1.1. Participating Member. Delete (Residents of the six state New England area who will become an active participant in the organization) Replace with Any individual interested in magic history or magic collecting may apply for Participant membership.  Participating Members receive a unique membership number, membership card, full voting privileges, notification of NEMCA events, a free copy of the journal, an invitation to The Yankee Gathering, and standing at regular meetings of the organization.

Section 5.1.2 Charter Member.  Participating members who joined prior to January 1, 1982 shall constitute the NEMCA Charter Members

Section 5.1.3. Associate Member. Any individual interested in magic history or magic collecting may apply for Associate membership. Associate Members have no standing in NEMCA in regards to the business of the organization but receive a membership number, membership card, notification of NEMCA events, a discount price for the journal, and an invitation to The Yankee Gathering.

Section 5.1.4. Lifetime Member. The Governing Board may elect a Participating Member of NEMCA to the position of Lifetime Member in recognition of his/her contributions and achievements in the field of magic collecting. Nominees must have been a Participating Member for a minimum of three years. Lifetime Members retain Participating membership rights and privileges and are exempt from paying annual dues for the remainder of his/her lifetime.

Section 5.1.5. Honorary Member. The Governing Board may elect a non-member of NEMCA to the position of Honorary Member in recognition of his/her contributions and achievements in the field of magic history or collecting. Honorary members are granted Associate Membership rights and privileges and are exempt from paying annual dues for the remainder of his/her lifetime. 

REMOVE (Section 5.2. The Participating membership count may be increased by a vote at the annual business meeting with the recommendation of the Membership Committee.  The number of Associate memberships is not capped.)

REMOVE (Section 5.3. The objective of membership is to ensure active participation in NEMCA, not size. New Participating members will be admitted only when a vacancy occurs, or upon special recommendation of the Membership Committee and a majority vote at the annual business meeting).

Section 5.2. Membership numbers will be assigned to new members in ascending numerical order beginning with the first available number.

Section 5.3. Any Participating Member in good standing who moves out of the New England area may elect to retain his/her Participating Member status by notifying the secretary of their intention and paying full NEMCA dues annually.

Article 6 [Officers and Governing Board]

Section 6.1. Officers shall be: PRESIDENT; 1st VICE PRESIDENT; 2nd VICE PRESIDENT; SECRETARY(S); TREASURER; and PROGRAM COORDINATOR

Section 6.2. The responsibilities of the President and Vice Presidents will be to organize and operate the Yankee Gatherings. Which will include but not be limited to: selecting a date, select/book a site, advertise the Gathering, provide registration materials, register individuals, organize events/book acts/book lectures, publish a program, collect all money, provide/solicit materials to be given away, propose guest of honor and book transportation/room for the guest of honor.

Section 6.3. The responsibilities of the Secretary(s), Recording and Corresponding, will be to handle correspondence, maintain a current membership list, keep the minutes of the annual business meeting, and notify members of all meetings and social events.

Section 6.4. The responsibilities of the Treasurer will be to handle all financial matters related to running of NEMCA.

Section 6.5. Officers shall be elected for a two year term and will immediately assume the duties of office. Officers must have been a member for a minimum of one year prior to nomination.

Section 6.6. The President may not serve more than two consecutive terms as President.

Section 6.7. There shall be a Governing Board consisting of the President, the Vice Presidents, the Editor(s) of the journal, the Treasurer, the Program Coordinator, the Business Manager and the immediate Past President. The Secretary shall serve as clerk of the Governing Board.

Section 6.8. [Appointments] The Governing Board shall make all necessary appointments to ensure the operation and improvement of NEMCA. The appointments must include, but are not limited to, the following positions.

Section 6.8.1. A Historian shall be appointed by the Governing Board, to serve at their pleasure. The Historian’s responsibilities will include collecting and preserving the record of special guest speakers who may address NEMCA; developing an oral and printed archive of memories and experiences of members relative to the purpose of NEMCA; preserving and collecting gifts and collectibles as may be given NEMCA from time to time for its care.

Section 6.8.2. A Business Manager will be appointed by the Governing Board, to serve at their pleasure. The Business Manager’s responsibilities will be to sell the journal and any artifacts associated with NEMCA. The Business Manager will keep accurate financial records associated with sales and turn funds and records over to the Treasurer or the Convention    Treasurer upon request.

Section 6.8.3. A Convention Registrar/Treasurer will be appointed by the Governing Board upon recommendation of the Convention Chairperson, to serve at their pleasure. The Convention Registrar/Treasurer responsibilities will be to maintain all registrations and records associated with the convention and collect all monies associated with the convention. The Convention Registrar/Treasurer will keep accurate financial records associated with conventions and provide records to the Treasurer upon request.

Section 6.9. The Governing Board will have the power to appoint a member for the remaining term of an officer if the position is vacant due to resignation or other circumstances.

Section 6.10. The responsibility of the Governing Board will be to ensure the dignity of NEMCA.

Section 6.11. The responsibilities of the Program Coordinator will be to solicit and arrange speakers/programs for the regular meetings that will be of interest to the members of the Association.

Section 6.12. The following responsibilities will be added to the responsibilities of the Board of Governors: select dates for the meetings, conduct the annual business meeting and oversee the general direction of the Association.

Article 7 [Meetings]

Section 7.1. NEMCA will hold at least three stated meetings per year.

Section 7.2. The first meeting of each calendar year will be the annual business meeting at which business required for operating NEMCA will be conducted including, but not limited to, a financial report by the Treasurer, officer’s reports, committee reports, Secretary’s report and election of officers in odd numbered years.

Section 7.3 Participating members may bring a guest to standing meetings.  Guests are allowed a single visit.  Spouses of participating member are always welcome at meetings.

Article 8 [Changes]

Section 8.1. The Constitution shall not be amended, altered or annulled unless due notice is submitted to a preceding meeting or notice thereof sent to the members sixty days previous to its adoption. A 2/3 vote of the members present at the meetings designated by notice will be required to amend, alter or annul this Constitution. If a change prior to a meeting is deemed necessary by the Governing Board, then a 2/3 majority vote by mail or email of all current members in good standing will be required.

 Article 9 [Prohibited Activities] 

Section 9.1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

Article 10 [Distributions Upon Dissolution]

 Section 10.1. Upon the dissolution of the organization, after paying or making provisions for the payment of all the legal liabilities of the organizations assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

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GENERAL BY-LAWS

Article 1 [Definition of a quorum]

Section 1.1. The presence of twenty percent of NEMCA’s Participating members is required to constitute a quorum for the transaction of business at any regular or special meeting.

Article 2 [Order of business]

Section 2.1. The order of business at the Annual Meeting will be as follows:

1.     Roll Call

2.     Reading and approving the minutes of the previous meeting.

3.     Reports of officers

4.     Reports of committees

5.     Correspondence

6.     Unfinished business

7.     New business

8.     Good and welfare

Section 2.2. The first order of business at the Annual Meeting, in the appropriate year, will be the election of officers.

Article 3 [Changes]

Section 3.1. The General By-Laws shall not be amended, altered or annulled unless due notice is submitted to a preceding meeting or notice thereof sent to the members sixty days previous to its adoption. A simple majority vote of the members present at the meetings designated by notice will be required to amend, alter or annul this General By-Laws. If a change prior to a meeting is deemed necessary by the Governing Board, then a simple majority vote by mail or email of all current members in good standing will be required.

Article 4 [Committees]

Section 4.1. A Nomination Committee will be appointed, every other year, to screen and present to NEMCA a recommended slate of candidates for election by NEMCA as officers as defined in the Constitution.

Section 4.2. A Constitution Committee will be appointed to evaluate, consider and propose changes, amendments, or other alterations to the Constitution and General By-Laws as may be required to support the success of NEMCA.

Section 4.3. A Membership Committee will be appointed to provide applications to prospective members, review applications for membership, evaluate existing membership, and propose changes dealing with membership.

Section 4.4. A Convention Committee will be appointed to plan and operate a convention in the name of NEMCA. The Convention Committee Chairperson will make recommendations to the Governing Board and the membership regarding the date, place and activities of the convention. The Convention Committee will have responsibility to advertise the convention and oversee all of the registration activities in association with the Convention Registrar/Treasurer.

Section 4.5. The President may appoint, as the need may arise, other committees from the membership.

Section 4.6. Reports from standing committees will be required only at the Annual Business Meeting; unless specifically requested by the President and upon reasonable notice to the chairperson of the designated committee.

Article 5 [Fiscal Year]

Section 5.1. The business year will end June 30th.

Final paragraph:

In witness whereof, we have hereunto subscribed our names this ____ day of____, 2017.