THE SOCIETY FOR THE PRESERVATION OF OLD MILLS
CONSTITUTION AND BYLAWS
ARTICLE I – NAME
Section 1. The SOCIETY FOR THE PRESERVATION OF OLD MILLS is a non-profit, non-partisan organization, chartered under the laws of the State of Maine, and may be referred to herein as THE SOCIETY, THE NATIONAL SOCIETY or SPOOM.
ARTICLE II – PURPOSE
Section 1. The purpose of the Society is to promote active interest in old mills and other forms of historic Americana, and provide support and assistance where possible in the preservation and renewal of such facilities, especially old mills. The Society consists of Chapters, student, individual and family members, organizations and corporations in the United States and Canada.
The Society will report regularly to its membership and the public through The Old Mill News, the SPOOM Website, and other appropriate means. It will keep relevant records and files, maintain an Archive, a Bookstore, and where possible, a library on mills and related subjects, a pictorial gallery of old mill photos and descriptions with links to other appropriate sites, and a repository of old mill information in digital or other forms.
The Society will endeavor to keep abreast of changes and happenings in old mill activity, and serve as a clearing-house for mill-related information for members and other interested parties. It will also publicly recognize individuals and organizations for exceptional work and ideas contributing to the achievement of its goal.
ARTICLE III – BOARD OF DIRECTORS AND OFFICERS
Section 1. The Board of Directors (aka The Board) shall consist of four (4) Officers, four (4) Directors-at-large, five (5) organization Staff Members, and an ex officio Resident Agent. All members of the Board shall be members of the Society in good standing, and have voting privileges.
Section 2. The officers shall consist of the President, Vice-President, Secretary and Treasurer. The Officers and Directors-at-large shall be elected for four year terms by a majority vote of the general membership in biennial elections that present alternating slates of candidates for each election cycle, one of which shall include the offices of President and Vice-President and two (2) Directors-at-large and the other of which shall include the offices of Secretary and Treasurer and two (2) Directors-at-large.
Section 3. Official ballots will be distributed to eligible voting members in the edition of the Old Mill News prior to the annual Membership Meeting and Conference.
Section 4. Board members may succeed to unlimited terms, with the exception of the offices of President and Vice-President which shall be limited to two (2) consecutive terms. The terms of elected Officers and Directors-at-large shall become effective on January 1 of the year following the election.
Section 5. The President, subject to approval by the Board, shall appoint the following staff persons: Archivist, Circulation Manager, Mill Roster Coordinator, Old Mill News Editor, SPOOM Website Coordinator and Resident Agent. Appointed staff shall be members in good standing of the Society and serve for indefinite terms at the pleasure of the Board. The President may appoint other staff members, who shall not be members of the Board.
ARTICLE IV – MEMBERSHIP AND FEES
Section 1. The Board shall authorize all membership categories, suitable fees, durations and charges. They shall be reviewed annually by the Board and published in the Old Mill News and on the SPOOM Website.
Section 2. Membership terms are for one or more years, as necessary, with fees payable on an anniversary basis.
Section 3. Any person may become a member of the Society upon written application and payment of the required current membership fees.
ARTICLE V – MEMBERSHIP AND BOARD MEETINGS
Section l. The time and place of the annual Society Membership Meeting and Conference will be determined by the Board, and announced in the Old Mill News and on the SPOOM Website, with at least 30 days advanced notice.
Section 2. The annual meeting of the Board shall take place in conjunction with the annual Society Membership Meeting at the Annual Conference. The Board shall also meet during the first quarter of each year, at the call of the President. Other meetings of the Board may be called at the discretion of the President, or if requested by three (3) or more members of the Board.
Section 3. A quorum of the Board shall consist of a minimum of nine (9) members, with the President, Vice President or an officially appointed member of the Board, presiding. A binding action will require a majority vote of those present, unless otherwise noted in these bylaws.
ARTICLE VI - DUTIES OF THE BOARD AND OFFICERS
Section 1. The President is the Chief Executive Officer and shall preside at all Board meetings. In the absence of the President, the Vice-President shall preside. In the absence of both the President and Vice President, the Secretary shall preside. Where required, the President shall become a signatory on all Society documents and financial instruments.
Section 2. The Vice President is the second ranking Executive Officer, chief advisor to the President and the Board, and performs duties across the organization at the direction of the President. The Vice President shall succeed to the office of President with all of the authority and responsibilities of that office in the event the President is absent, unable to fulfill his/her duties or complete his/her term of office.
Section 3. The Secretary will keep an accurate record of the actions of the Board, distribute the official minutes of all Board Meetings, file copies of all Chapter meetings minutes with the Archives, and sign official documents as needed. In the Secretary’s absence, the President shall appoint another member to keep minutes. After approval at the following Board meeting, copies of all minutes will be filed with the Archives, and a summary of the actions of the Board will be printed in the Old Mill News.
Section 4. The Treasurer is the Chief Financial Officer and shall have custody of the financial records of the Society. The Treasurer will receive, record and deposit all revenues, pay all authorized expenditures, keep a proper account of all income and expenses, subject to annual audit, and together with the Circulation Manager, maintain a record of all dues payments and memberships.
The Treasurer shall prepare a financial report for the regular meetings of the Board. An annual report of major assets and liabilities will be published in the Old Mill News, and on the SPOOM Website, as necessary. The Treasurer shall consult with appropriate board and staff members and prepare the annual operating budget for approval by the Board of Directors. The Treasurer may convene an ad hoc Finance Committee, if needed, with approval of the President.
Section 5. The Treasurer shall be required to qualify and arrange for a suitable bond to cover the value of the Society property and money held in his/her possession. The Society will pay for the cost of such a bond.
Section 6. The Resident Agent must reside in the State of Maine and in conjunction with the Treasurer, prepare and submit the Society’s Annual Report to the State of Maine. In the event that the Resident Agent cannot fulfill his/her duties, the Treasurer will file all necessary reports.
ARTICLE VII – REMOVAL FROM OFFICE
Section 1. Officers and members of the Board, who are unable to fulfill the duties of their offices, may be removed from office by a two-thirds majority vote of the Board, excluding the elected officer or member in question. The President may appoint replacements for the balance of any elected terms, subject to confirmation by a majority vote of the Board.
Section 2. The determination to remove an Officer or Board member from office shall be made at a duly constituted Board Meeting. Prior to a vote of removal, the member in question shall be accorded the opportunity to reply to or rebut the stated reasons for removal.
ARTICLE VIII – REGIONAL CHAPTERS
Section 1. The Board may establish regional chapters of the Society upon formal written request from a minimum of twelve (12) members of the National Society. The petition shall include a description of the requested region, a draft of proposed bylaws outlining the function and organization of such a chapter for approval by the SPOOM Board. Chapter Bylaws may not be inconsistent with those of the Society.
Section 2. All serving Chapter officers must be members in good standing of the Society and their Chapters.
Section 3. Each Chapter shall hold a minimum of two (2) meetings per year. Notice of Chapter meetings shall be filed with the Secretary of the Society at least thirty days in advance of the event. Copies of the minutes of Chapter meetings shall be sent to the Secretary of the Society within the following thirty (30) days.
Section 4. If the minimum number of scheduled Chapter meetings is not maintained, or the number of members in good standing falls below twelve (12), the Chapter may be considered in jeopardy and subject to closure by a majority vote of the Society Board. Chapters that cannot maintain viability may voluntarily disband upon a two-thirds majority vote of the Chapter members in good standing. All tangible assets of the disbanded Chapter shall accrue to the Society.
Section 5. While regional Chapter members are expected to be active members of their local communities, neither the Chapters nor their members may take an action or public position on a local or regional issue, using the name of, or claiming to represent, the Society, without prior written approval of the Board.
Section 6. Where the laws of the United States and Canada may be in conflict, the Canadian Chapter(s) and members are expected to comply with Canadian law.
ARTICLE IX – STANDING AND OTHER COMMITTEES
Section 1. The President shall appoint all Standing Committee chairs and members, except for the Nomination and Election Committee. (See Sec. 3.) The President may appoint other committees, as needed or requested.
Section 2. There shall be an EXECUTIVE COMMITTEE composed of the President, Vice President, Secretary and Treasurer, which will have authority to conduct items of necessary or timely business as may be needed between meetings of the Board. Actions taken by the Executive Committee are subject to approval by the full Board. Executive Committee minutes will be sent to the full Board within two weeks.
Section 3. The Board shall appoint a NOMINATION AND ELECTION COMMITTEE of at least three (3) members at the even-year Spring Board meeting. The Secretary shall request three members to serve on the Nomination and Election Committees. The committee members shall elect a chair. The Nominating and Election Committee shall prepare a slate of elective Officers and Directors for the biennial election.
The Board shall establish guidelines for nomination. The committee shall provide timely notice for nominations from the membership. The committee shall conduct the election, tally the ballots and announce the results to the membership at the even-year biennial membership meeting. The committee is automatically disbanded upon completion of its duties.
Section 4. The PUBLICITY AND PUBLIC RELATIONS committee is responsible for providing publicity and public relations on behalf of the Society. The Vice President will convene this committee, as needed.
Section 5. In conjunction with the Archivist, The PUBLICATION COMMITTEE is responsible for collecting original manuscripts/reprints and preparing authorized materials for publication by the Society, submission to other mill-related journals, or held for research purposes. The Archivist shall chair the committee and will nominate other members to the President for final approval. The Editor of the Old Mill News shall be an ex officio member.
Section 6. The HISTORICAL COMMITTEE shall act as a collecting agent of data, photographs, and other interesting and research elements of old mill lore. The Archivist shall chair the Historical Committee. Material collected on behalf of the Society shall become the property of the Society, except where copyright restrictions may apply.
Section 7. The GRANTS COMMITTEE shall review all completed applications submitted in a timely fashion, and make recommendations to the Board for approval. The Vice President shall chair the committee. Funds will be made available annually by the Board. Successful grant applications will be announced at the annual Membership Meeting. Recipients must be SPOOM members in good standing.
ARTICLE X – SOCIETY PUBLICATIONS
Section 1. The OLD MILL NEWS is the official publication of the Society, distributed quarterly and free of charge to all members. Other publications may be issued by the Society with approval of the Board.
Section 2. The Society will maintain a WEBSITE for purposes of developing and sharing old mill information with the membership and other interested parties.
Section 3. The MILL LIST and any additional approved collections are the property of the Society. The Mill List Coordinator will recommend provisions for the care and distribution of the lists for Board approval. Property and copyright restrictions may apply.
ARTICLE XI – PAYMENT FOR PERSONNEL SERVICES
Section 1. The Board shall approve of all provisions for paid personal services.
ARTICLE XII – AMENDMENTS TO THE BYLAWS
Section 1. Any member in good standing may submit amendments to the Bylaws in writing to the Board Secretary. With Board approval, copies of proposed amendments will be provided to the general membership in writing at least thirty (30) days in advance of any action on the proposed change.
Section 2. Proposed amendments to the bylaws will only be adopted if they receive a two-thirds majority vote of the members responding. The Secretary must receive responses no later than two weeks before the annual meeting of the Board.
Section 3. Official ballots of proposed amendments will be printed and circulated in a timely fashion in the Old Mill News, or by Board-approved regular mail or SPOOM Website systems. Only official ballots will be counted.
Section 4. In an emergency, the Board may take action that is not provided for, or contravenes the existing Bylaws. In that event, the Board must notify the membership of that breach of protocol and the action taken within sixty (60) days or at the next Annual Meeting.
ARTICLE XIII – MEMBERSHIP RECOGNITION
Section 1. The Board, on behalf of the Society, may award HONORARY LIFE MEMBERSHIPS to persons or organizations making noteworthy contributions to the preservation or restoration of old mills, or for outstanding service to SPOOM. Honorary Life Members shall enjoy all of the privileges and advantages of membership without the obligation of paying membership fees.
Any member of the Society may file a nomination in writing with the Board Secretary, no later than December 1. Awards will be made at the following Annual Membership Meeting and Conference, or otherwise by action of the Board, if deemed necessary. The Board may generate other forms of member or organizational recognition at its discretion.
ARTICLE XIV – DISSOLUTION
Section 1. The Society may be dissolved at any time by a two-thirds majority vote of the membership responding on official ballots, provided that all members have been properly notified of the impending action at least thirty (30) days prior to the vote.
Section 2. In the event of dissolution of the Society, all assets (cash, records and any tangible property) shall revert to THE SOCIETY FOR INDUSTRIAL ARCHEOLOGY (S.I.A.) accordance to the laws of Maine, the state of incorporation of this Society.
Adopted September 19, 1981
(Amended June 5, 1982, September 18, 1987, March 22, 1992, March 1, 1996, September 1, 2001, October 1, 2010, September 29, 2012 and October 22, 2016.)
Copies of the Bylaws are available from the Office of the Board Secretary.