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, 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 of same.
Section 2. The Society will report regularly to its membership and interested parties through The Old Mill News, its Website (www.spoom.org), and other appropriate means.
Section 3. It will maintain a repository of both historic and current information, records, files and materials appropriate to its Purpose.
Section 4. The Society will endeavor to keep abreast of changes, happenings, and activities pertaining to Old Mills and serve as a clearinghouse for mill-related information for members and other interested parties. It will also publicly recognize individuals and/or organizations for exceptional contributions to the achievement of its Purpose.
ARTICLE III – BOARD OF DIRECTORS
Section 1. The Board of Directors (aka The Board) shall consist of four (4) Officers (President, Vice-President, Secretary, Treasurer) and four (4) Directors-at-large, all with voting privileges. Current organization Staff Members and a Resident Agent shall be non-voting ex-officio Board Members All Board Members shall be in good standing with the Society.
Section 2. The Officers and Directors-at-large shall be elected for four (4) year terms by a majority vote of the general members in the 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 and the other of which shall include the offices of Secretary and Treasurer and two (2) Directors.
Section 3. Official ballots for Society members will be biennially included in the summer edition of Old Mill News.
Section 4. No Board member, except one serving as Treasurer or Secretary, may succeed to the same office for more than two 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 members to the following, and any future, positions: Archivist, Membership Coordinator, Mill List Coordinator, Old Mill News Editor(s), Website Coordinator, Bookstore Manager, Advertising Manager and Resident Agent. Appointed staff shall serve for indefinite terms at the pleasure 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 categories: student, individual (U.S. & foreign), family, organization, and corporation.
Section 3. Honorary Life Memberships, without fees, may be awarded by the Board to recognize persons or organizations for noteworthy contributions to or for outstanding service to the Society in advancement of its Purpose. Nominations for such may be made to the Board by any Society member, and if approved, announced at the Annual Society Meeting and Conference.
ARTICLE V – ANNUAL SOCIETY MEETING AND CONFERENCE
AND BOARD MEETINGS
Section l. The time and place of the Annual Society Meeting and Conference will be determined by the Board and announced in the Old Mill News and on the SPOOM Website with at least 90 days advanced notice.
Section 2. The Board shall hold a minimum of two (2) meetings per calendar year, one of which shall be in conjunction with the Annual Society Meeting and Conference. The other shall be at the call of the President. Other meetings will be held if so requested by the President or by three (3) or more members of the Board.
Section 3. A quorum of the Board shall consist of a minimum of five (5) 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
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 Membership Coordinator, 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. If 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 – AFFILIATIONS
Section 1. No mill organizations or sites have legal association with the Society.
Section 2. However, such entities may, with permission of the Board of Directors, or as members of the Society, use “SPOOM” and “The Society for the Preservation of Old Mills” for official and promotional purposes as long as there is no conflict with the Society’s charter or stated Purpose or potential legal ramifications.
ARTICLE IX – STANDING AND OTHER COMMITTEES
Section 1. The President shall appoint all Standing and Other Committee chairs and members, as needed, or requested, subject to approval of the Board.
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. Such actions taken by the Executive Committee are subject to review and agreement by the full Board. Executive Committee minutes will be sent to the full Board within two weeks.
Section 3. At the annual Board meeting appropriate to the election cycle, the President shall appoint, subject to Board approval, a NOMINATION & ELECTION COMMITTEE of three (3) members to solicit and prepare a slate of eligible members as candidates for the upcoming election. To that end, the Committee shall post a notice for nominations in the spring issue of Old Mill News, followed by a ballot in the summer issue and announcement of results in the fall issue.
Section 4. The GRANTS COMMITTEE shall receive and review all 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, subject to budget considerations. 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 all matters appropriate to the Society’s Purpose.
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 the deadline stated on the ballot of concern
Section 3. Official ballots of proposed amendments will be printed and circulated in a timely fashion in the Old Mill News. 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 – 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 11, 2020.)
(Copies of the By-laws are available from the Board Secretary and from www.SPOOM.org.)