By-Laws
Author: GCadmn
PURPOSE:
The Gold Camp Victorian Society, Inc. (GCVS) is dedicated to the preservation of the history of Cripple Creek and surrounding areas, as well as the history and lifestyle of the Nineteenth and early Twentieth centuries. GCVS board members, officers, and the general membership are a group of enthusiastic volunteers determined to safeguard history for generations to come by depicting life as it was, enlightening the public, and supporting the City’s on-going efforts to preserve the historical culture of Cripple Creek.
Article I
Officers
1.1 Registered Office. The registered office of GCVS shall be in the City of Cripple Creek, County of Teller, State of Colorado.
1.2 Other Offices. GCVS may also have offices at such other places within the County of Teller as the Board of Directors may from time to time determine or the business of GCVS may require.
Article II
Board of Directors – Officers
2.1 Size of Board. The Board of Directors shall consist of eight voting members, or as many as shall be determined from time to time by resolution of the Board. The members of the Board shall consist of a Chairperson, Vice-Chairperson, Secretary, Treasurer, Sergeant of Arms, Chairperson of the Smokin’ Guns Club and two GCVS Active Members at large. In recognition of her service and dedication as the primary founder, GCVS bestows upon Kathi Pilcher the position of “Honorary Board Member” for the term of her GCVS membership.
2.2 Officers. The Officers of GCVS shall consist of a President, Vice President, Secretary, and Treasurer and shall serve as the Chairperson of the Board of Directors, Vice-Chairperson, Secretary, and Treasurer respectively. The Officers shall be subject to all terms and conditions as though the Board of Directors and the Officers were one entity.
2.3 Members. Duly elected members serving as the Sgt at Arms, Chairperson of the Smoking Guns Club, and two Members at Large shall also serve as members of the Board of Directors.
2.4 Honorary Board Member. The Honorary Board Member may cast the deciding vote in the event resolution of the elected eight-board member vote is required.
2.5 Term. Each term of office shall be one calendar year or until a successor is elected. Board Members/Officers may serve an unlimited number of terms. Two immediate family members shall not serve as Officers concurrently. With regard to members of the Board who are not Officers, the Board of Directors may waive this restriction on a case-by-case basis.
2.6 Vacancies. Vacancies and/or newly created directorships resulting from an increase in the authorized numbers of directors shall be filled by appointment by a quorum vote of the remaining directors and shall serve out the remaining term of the current election year.
2.7 Powers. The business of the GCVS shall be managed by its Board of Directors which may exercise all such powers of GCVS and do things that are by statute or by the Articles of Incorporation or by these By Laws so directed.
2.8 Duties. The Chairperson of the Board/President shall preside at all Board and general membership meetings; shall be the Chief Executive Officer of GCVS; shall have general supervision, direction and control of GCVS; shall be ex-officio member of all committees, if an; and shall have such other powers and duties as may be prescribed by the Board of Directors or By Laws.
2.8A The Vice-Chairperson/Vice-President, in the absence or disability of the Chairperson of the Board/President, shall perform all the duties of the Chairperson/President.
2.8B The Secretary shall keep, or cause to be kept, a book of minutes of all Board meetings, general membership meetings, and special meetings and give, or cause to be given, notice of all the above stated meetings on a timely basis. The Secretary shall complete the Federal and State Annual Report and submit it to the appropriate entity prior to the due date.
2.8C The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of all financial transactions and tax reporting of GCVS. The books of account shall at all reasonable times be open to inspection by any director or active member of GCVS, and/or to the public when accompanied by at least one other GCVS director.
2.8D At the request of the presiding officer, the Sgt at Arms shall maintain and/or restore order during all GCVS board and general membership meetings and perform other security duties as may be required.
2.8E Members at Large represent the views of the General Membership and may offer input in their behalf.
2.9 Board of Directors Meeting shall be held on a monthly basis prior to a general membership meeting. A minimum of three Board members is required at any executive meeting and shall be considered a quorum. Active members may attend the Board Meetings by contacting the President for dates and times of the meetings. An agenda shall be prepared for the general membership meeting. Bills shall be approved and paid; and concerns of the Board members will be discussed. If a Board of Directors Meeting prior to the general membership meeting cannot be held for extenuating circumstances, a quorum of Board Director members may postpone the meeting to a later date or may hold a board meeting via telephone or email.
2.10 The Board of Directors is authorized to approve expenditures to satisfy administrative costs. All checks shall require signatures of two Officers or the signature of one Officer and verbal approval of a second Officer. The President may be issued a debit card made in favor of GCVS. Expenditures charged against the debit card shall require verbal approval of a second Officer. Bank signature cards shall be signed by the President, Vice-President, Secretary and Treasurer.
2.11 The Board of Directors shall conduct a treasurer’s audit prior to installation of new Officers in January of each year. The Treasurer’s laptop computer containing all complete and accurate records, hardware, software, all peripherals, as well as all passwords, and all hard copy records will be passed to the incoming Treasurer upon installation of new officers. No records or information shall be hidden or made or cause to be made inaccessible to the new Treasurer or any officers of the Board of Directors. The Treasurer is required to complete an authorized checkout form and be governed by the rules and regulations specified therein.
2.12 Dereliction of Duty in Office. If an officer or board member is found guilty of misconduct or neglect of duty in office, by the majority of the Board of Directors, said offer may be deposed. A successor shall be appointed by the Board of Directors for the remainder of the term of office.
2.13 Resignation of Office. A Board Member or Officer, desiring to resign, shall submit a letter of resignation prior to departure from office.
Article III
Membership
3.1 The GCVS has an obligation to appropriately screen applicants who wish to volunteer with our organization. It is our intent, throughout the selection process, to select individuals who (1) possess integrity, dignity, respect, and courtesy (2) must have the abilities and desire to assist others in developing accurate historical research and/or reenactments ; (3) possess the ability and desire to build positive relationships with the citizens and visitors to the Cripple Creek/Victor District and beyond, (4) possess the ability and desire to promote teamwork with other individuals, groups, organizations and the community, and (5) serve as a positive representative of the GCVS, it’s members, the City, State, the United States of America and the public. Any member or applicant will not be discriminated against for reasons of race, color, creed, gender, religious beliefs, marital status or age. Application must also include a copy of the Colorado Bureau of Investigation (CBI) background check at applicant’s expense. The application and the CBI background check shall be turned into the President of the GCVS. The Board of Directors has the right to refuse membership to any applicant that in their opinion does not reflect the standards of the GCVS. Applicants shall be sent a letter advising them of their acceptance or non-acceptance into the GCVS organization. A refund of the for the GCVS membership dues will be returned to applicants who are refused membership. No refund will be given for Colorado Bureau of Investigation fees or any other costs incurred by the applicant.
3.1A Should it come to the attention of any member that an applicant has/is acted/acting in such a manner as to discredit the GCVS, the City, State, or Union or who has information and/or concerns about a new applicant may bring them to the Board of Directors for review and consideration in acceptance/non-acceptance of that applicant for membership. Due to both Federal and State privacy requirements, the information and/or concerns may be held in confidence by the Board of Directors and does not need to be submitted in writing, brought to the general membership, nor provided to the applicant unless required by Federal or State requirements and/or deemed appropriate by the Board of Directors through a majority vote of the Board.
3.1B Each applicant will be considered on a case by case basis as to the acceptance/non-acceptance of that applicant for membership. The applicant may be asked to explain areas of concern if deemed appropriate by the officers of the Board of Directors. Acceptance/Non-acceptance of membership member will be determined by the Board of Directors. The Board of Directors has the right to refuse membership to any applicant that in their opinion does not reflect the standards of the GCVS.
3.1C Applicants who wish to join the Smokin’ Guns may request that their CBI background check be submitted to the Chairperson of the Smokin’ Guns along with the Smokin’ Guns application for membership form. All other CBI background checks will be returned to the applicant by the President of the GCVS after review for membership.
3.1D Returning members who have not paid dues nor been active for a period of one year or more shall be treated as new members and shall submit the President a completed membership application accompanied by full payment of annual dues, a copy of a current CBI background check, for acceptance of membership by the Board of Directors.
3.2 Membership in GCVS shall be offered as ACTIVE (voting) or non-active (non-voting), is open to all ages, and requires completion of a membership application accompanied by full payment of annual dues, a copy of a current CBI background check, and acceptance of membership by the Board of Directors. Applicants under the age of SIXTEEN shall include written parental or guardian permission.
3.2A. ACTIVE MEMBER: Success and continued growth of the GCVS is completely dependent on members active in on-going functions and operations of GCVS. A member who can and will attend and participate in at least three general meetings and assist in the planning, preparations, and/or conducting at least three functions annually shall be considered and Active Member. Only Active members may vote and are eligible for the use of GCVS owned historical clothing and/or any function discounts that may be offered. The Secretary will keep a list of Active members.
3.2B NON-ACTIVE MEMBER: GCVS encourages and welcomes members who live out of the area and/or are members of similar clubs. Your continued support is vital. GCVS recognizes, as well, that not all local members can participate as Active Members. GCVS heartily welcomes all members and any assistance contributed will be greatly appreciated.
3.2C All Active and Non-Active members who volunteer or are asked to participate in an event that requires them to paint, photograph, sew, or create any other work product, do so with the understanding that the afore mentioned work product becomes the property of the
Gold Camp Victorian Society.
3.3 Children must be accompanied and supervised by a parent or a designated member who shall be responsible for the actions for their children. Disruptive children will be asked to leave any function in which the GCVS is participating.
3.4 Membership dues shall be determined by the Board of Directors on an annual basis. Administrative costs, including, but not limited to, banking charges, stationery, postage, copies, advertising, newsletters, promotions and insurance, shall be the determining basis for the annual dues rate. Dues shall be collected by the Secretary with each and every membership application and annually thereafter on or before February 1st. Delinquent accounts will be charged an additional $5 and shall be addressed by the Board of Directors. Dues shall be kept at a minimum rate to allow for greater membership.
3.5 Disciplinary Actions. Should it come to the attention of a member that another member is acting in such a manner as to discredit the GCVS, the City, State, or Union, a proposal for removal of that member shall be presented to the Board of Directors for review. If the Board of Directors agrees that a member should be removed, the action will be brought to the attention of the general membership for discussion. At this time the offending member will be allowed to explain the action that brought the complaint. Removal of the offending member will occur if agreed to by the Board of Directors. The Gold Camp Victorian Society will not be required to refund membership dues to a removed member under these circumstances.
3.6 A meeting of the general membership shall be held on a monthly basis unless otherwise agreed to by a majority of the general membership. A minimum of two Board Member/Officers and two members must be present in order to conduct a meeting. Date and time of general membership meetings shall be announced in advance.
3.7 An Officer may call a special meeting when necessary, to discuss matters requiring action before a regularly scheduled meeting. A minimum of three Board Member/Officers and two Active Members shall be present to conduct a special meeting. Special meetings may be conducted on a verbal basis (i.e. by telephone). Every attempt must be made to inform all members of the results of decisions made in a special meeting. Members are responsible for finding out any information missed by meetings not attended. When possible, minutes of the monthly meetings will be sent out to all members for review.
3.8 Nominations of Officers and Board of Director members will be held at the regular general meeting in October of each year, voted on at the November meeting, and newly elected persons will assume the duties of their positions at the January meeting. Members nominated to become an Officer are required to be Active Members in good standing for at least one year. Other members nominated to serve on the Board of Directors are required to be Active Members for at least six months. Current Board Member/Officers will, to the best of their ability, ensure a smooth transition of office to newly elected officers.
3.9 Active members (sixteen years of age or older) in good standing for a period of one year or more at the time of election of Officers may vote. The election of Officers shall be by secret ballot. Absentee voting is acceptable by sealed ballot received by the Secretary prior to the date of the election. In the event the President requests membership voting regarding general operations or other GCVS functions, Active Members (sixteen years of age or older) in good standing for a minimum of six months prior to said election are eligible to vote.
Article IV
GCVS CLUBS
4.1 The Board of Directors may approve the formation of club(s) composed of Active members to support various GCVS functions and events. Each club shall consist of a Chairperson and staff of their choice. The Chairperson shall be responsible for drafting the rules and regulations to assure safety and consistency with GCVS purposes for Board of Directors’ approval.
4.2 The Smokin’ Guns Club has been properly formed with the Chairperson/Armourer. The Chairperson shall be personally responsible to enforce the approved rules and regulations of the Club (See attached). The Chairperson may appoint an assistant/alternate, if necessary, for a particular event. The Chairperson of the club may appoint an Armourer if he/she chooses. In that case, the Armourer will not be considered a member of the Board of Directors.
Article V
Committees/Designees
5.1 The President may designate or appoint one or more action or advisory committees. All persons of each committee shall be members in good standing. Each committee shall consist of a Chairperson and one or more members. Members may serve on more than one committee or work party. The mission of each designee or committee shall be prepared by the President outlining the objectives as approved by the Board of Directors.
5.2 Any member in good standing may, at any regular meeting, propose topic(s) for the Board of Directors’ consideration that may be better served by committee action. It is the responsibility of each committee chairperson or designee to submit a written report on the progress and findings of their function at each regular meeting, or to the Board of Directors at a regular Board Meeting. Each committee member or work party member shall serve on a volunteer basis and no monetary compensation shall be paid other than reimbursement for expenses that were pre-approved by the President. Each committee member or designee shall serve at the pleasure of the President for the remainder of the current election year.
Article VI
Special Events
6.1 The Board of Directors, with the verbal approval of the general membership, shall determine the scope, frequency and budget of special events. The Board shall appoint or designate a chairperson for each approved event. The Chairperson of the event shall have the authority to work within the budget, using the funds allotted in the best way possible.
Article VII
Clothing and Equipment
7.1 The Quartermaster, as appointed by the President, shall maintain an accurate and complete inventory of all fixed assets owned by GCVS as well as the physical location of each item. Updated and accurate computerized records of fixed assets shall be kept by the
Quartermaster. Hard copy records may also be kept if so desired by the Board of Directors. All clothing and display equipment shall be as authentic as possible, concentrating on the time period between 1860 (mid Victorian) through 1914 (discovery of the Cresson Vug).
7.2 GCVS will assist in obtaining Victorian era research material for use by its members. Any member obtaining research material of the Victorian era for the GCVS will submit a copy of it to the Quartermaster for preservation.
7.3 While GCVS is not responsible for providing clothing, GCVS does hold in reserve pieces of Victorian clothing that may be checked out on a first come first served basis, by Active Members and/or by new members who lack one year of membership yet are qualifying to become Active Members. If more than one Active Member in good standing requests to check out the same clothing/item(s), prioritization will be determined by the Board Member(s) with the following criteria:
- The Active Member in good standing has Past/Present Service on the Board of Directors,
- Seniority as an Active Member in good standing and Volunteer Activities within the GCVS.
- New members who do not have clothing/item(s),lack one year of membership yet are qualifying to become Active Member in good standing
- Need/requirement for a specific event. (i.e: The Chairperson of a parade may require a specific outfit for that event.)
7.4 Members who elect to use GCVS clothing are required to complete an authorized checkout form and be governed by the rules and regulations specified therein. The Board of Directors shall, form time to time, determine these conditions and specify any and all monetary considerations that may be required.
7.5 As time and funds allow, GCVS is authorized to provide specific clothing to a designated Active Member, based on member active seniority in GCVS. Such clothing shall be in that member’s possession so long as he/she remains active. This clothing is for the exclusive use of that designated member alone. Members who are provided specific GCVS clothing are required to complete an authorized checkout form and be governed by the rules and regulations specified therein. Should said member become non-active said clothing must be returned in acceptable condition when required by the Board of Directors. If a previously active member becomes non-active and wishes to purchase the specific clothing/item(s) that was designated to him/her, The Board of Directors may grant the request at the full purchase price of the clothing if they desire. Any special request(s) regarding clothing (for example the family of a long-standing active member wishes the GCVS member to be buried in their GCVS owned clothing) may be brought to the Board of Directors who may grant or deny the special request(s) based on the factors of each individual case.
7.6 Members who use GCVS clothing are responsible for the loss or damage, other than normal wear and tear. The Board of Directors will examine damaged items and determine if the damage was the result of normal wear and tear or the result of negligence by the borrower. Costs will be assessed at the time, if necessary. After each event at least two members of the event committee will be required to inspect all clothing and equipment used in the event to determine if repairs or alterations are needed before the next event. Repairs or alterations shall be completed in a timely manner. Each member who is participating in an event must notify the event chairperson and/or committee member of any repair or alteration that may be necessary for damaged clothing or equipment that is known to them.
Article VIII
Insurance
8.1 GCVS shall maintain adequate property insurance and personal liability insurance. Insurance shall not be provided to cover injuries to members.
Article IX
Amending By Laws
9.1 These By Laws may be amended by the majority vote of the Board of Directors of the GCVS. Notification to the general membership of the changes, and submission and acceptance to the Internal Revenue Service, Attention: Director, Exempt Organization, PO Box 2508, Cincinnati, OH 45201, Phone 877-829-5500, Roger Meyer ID#31-07707, Employer ID# 84-1580640) and to Office of the Secretary of State of the State of Colorado 1700 Broadway, Denver, CO 80290. (Phone Mike Coffman at 303-894-2200 x6109 Email: secretary@sos.state.co.us, or Voice: 303 894 2200, Fax: 303 869 4860, email administration@sos.state.co.us ) (GCVS State ID#20011049648) in a timely manner.
9.2 It is the responsibility of the Board of Directors to review the By Laws at least once annually.
9.3 Any GCVS member in good standing may submit in writing to the Board of Directors, proposed amendments to the By Laws of the GCVS. The Board of Directors will review the proposals and make a determination as to whether the By Laws shall be amended.
Article X
Dissolution of the GCVS
10.1 In the event of the dissolution of the GCVS organization, all property and money in the name of the organization donated to a charitable organization or organizations, and/or returned to the City of Cripple Creek and/or other funding elements at the discretion of the officers and members and/or as required by local, state, and Federal regulations.
Article XI
Volunteer Protection Clause
11.1 For purposes of compliance with Federal and State volunteer protection laws, all active members will be considered to be volunteers when performing duties or tasks in support of the purpose and mission of the GCVS.
Article XII
Acceptance of By Laws
These By Laws of the Gold Camp Victorian Society, Inc. supersede all previous By Laws and amendments and have been approved and accepted as of this __19th_(day) of _June (month) in the year __2011 .
_________________________________ ______________________________
Steve Smith, Chairperson & President Georgia Mueller, Vice President
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Steven Zoellner, Secretary