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The New England Chapter
of
The Old Antarctic Explorers Association

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By-Laws


Old Antarctic Explorers Association of New England, Inc.

95 McKeen Street, Brunswick, Maine 04011


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BY-LAWS
OF THE
OLD ANTARCTIC EXPLORERS ASSOCIATION
OF NEW ENGLAND, Inc.

(Revised September 21, 2008)

 
PREAMBLE

We unite to form the
OLD ANTARCTIC EXPLORERS ASSOCIATION
of NEW ENGLAND, Inc.;
in which we are dedicated to support, at the regional level, the mission and goals of our parent national organization,
the OLD ANTARCTIC EXPLORERS ASSOCIATION,INC. (OAEA),
as set forth in the OAEA National By-Laws.

 

Article I: Title

Article II: Affiliates

Article III:
Membership and Voting Rights


Article IV: Dues

Article V: Monetary Liability

Article VI: Officers

Article VII: Duties of Officers

Article VIII: Board of Directors

Article IX:
Duties of the Board of Directors


Article X: Committees

Article XI: Elections

Article XII: Meetings

Article XIII:
Meeting Order of Business


Article XIV: Quorum

Article XV: Fiscal Year

Article XVI:
Parliamentary Authority


Article XVII:
Changes of By-Laws


Article XVIII:
Indemnification of Directors, Officers, and Employees

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ARTICLE I
Title

Section I.
The Chapter shall be known as the OLD ANTARCTIC EXPLORERS ASSOCIATION of NEW ENGLAND (OAEA-NE).

Section II.
For administrative purposes, the Headquarters of the Chapter shall be located at the residence of the Chapter Secretary-Treasurer.

Section III.
Like our parent national organization, the OAEA-NE shall be a non-profit organization, operated exclusively for purposes beneficial to the interests of the nation, and will do so by establishing and perpetuating educational and exhibition programs to provide awareness of Antarctic research programs and the history of Antarctic Exploration for the general public.

Section IV.
In the event of final dissolution or liquidation of the Chapter, and after the discharge of all its liabilities, the remaining assets of the Chapter including all of its various specifically designated funds, shall be given to OAEA.

 

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ARTICLE II
Affiliates

Section I.
In addition to the affiliation with OAEA National, the Board of Directors of the Chapter may develop affiliations with other organizations for the purpose of cooperation in the furtherance of the objectives stated in the preamble herein. Such affiliation does not authorize either organization to participate in the organizational or managerial concerns of the other. Any such affiliation may be canceled by unilateral action of either organizations involved.

Section II.
An organization affiliated with the Chapter may send a designated representative to attend a meeting of the Board of Directors of the Chapter. Such representative may, on behalf of such affiliate, submit to the President of the Chapter recommendations for consideration by the Board of Directors.

 

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Article III
Membership and Voting Rights

Section I.
Subject to the provisions hereof, Membership shall be composed of men and women who are Members of OAEA National, and who maintain a residence in one of the six New England states: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont; and Membership shall also include men or women who are members of the OAEA National and who are considered to be a Member at Large as defined in this Article. See Article IV of the OAEA National By-Laws for identification of qualified Members.

Section II.
The active Members of the Chapter are Members and Members at Large. These active members shall have all the privileges of Membership including the right to vote and to hold office, except as otherwise provided for in this article.

Section III.
A Member at Large shall be an OAEA Member who maintains a primary residence outside of New England, demonstrates the desire to become an OAEA-NE member, and who petitions the Board to do so either personally or by mail or electronic means. Members at Large will have all the privileges of Membership, including the right to vote, except for the privilege of holding offices and/or appointment as a Committee Chairperson. The Board of Directors may reject any Member at Large petition for membership.

Section IV.
Application for OAEA membership shall be addressed to either the Chapter or the national Association in writing. The Chapter Membership Chairman ( or the Chapter Secretary-Treasurer if a Membership Chairman is not appointed) shall ensure that any OAEA membership application received directly from an applicant is reviewed for completeness and proper membership application fee and/or dues, and then promptly forwarded to the OAEA National Membership Committee with a recommendation as to disposition. No member of the Chapter may reject any application for OAEA membership.

Section V.
Any member may be dropped from Chapter Membership by the Board of Directors for cause, after being given the opportunity to be heard.

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Article IV
Dues

Section I.
Voluntary annual OAEA-NE Chapter dues are $5.00, payable by 1 October each year. There is no entrance fee.

Section II.
OAEA Members will pay OAEA-NE Chapter Membership dues upon joining and by 1 October thereafter, providing the Member joins prior to 1 January. OAEA-NE Chapter Dues my be raised as deemed necessary by a majority vote of the Chapter Members present at any Chapter meeting.

Section III.
The OAEA-NE does not have any provision to offer lifetime Chapter Membership to OAEA Members.

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Article V
Monetary Liability

Section I.
No one of the OAEA-NE Membership shall become liable to the Chapter for any amount other than voluntary yearly dues.

 
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Article VI
Officers

Section 1.
The officers of this Chapter shall be a President, an Immediate Past President, an Executive Vice-President, a Secretary-Treasurer, and a minimum of two Directors At- Large.

Section II.
Subordinate Officers.
The Board of Directors may appoint such other officers as the business of the Chapter may require, each of whom shall hold office for such a period having such authority and perform such duties as are provided in the By-Laws or as the Board of Directors may, from time-to-time, determine.

Section III.
The Officers of the Chapter shall perform the duties usually performed by such officers, together with such duties as shall be prescribed by the By-Laws of the Chapter or by the Board of Directors.

Section IV.
The terms of office of all elected officers shall commence at the adjournment of the Fall Chapter meeting except for those elected to the offices of the Board of Directors whose term shall commence immediately upon election. Officers may resign at any time by giving written notice to the President and/or Secretary-Treasurer.

Section V.
The President, Executive Vice-President, and Directors At-Large may not be elected to the same office more than two consecutive terms.

Section VI.
Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled at any time thereafter in the manner prescribed in the By-Laws for regular appointments to such office.

Section VII.
Any officer or director may be removed by a majority of the Membership entitled to vote, for cause, and after opportunity to be heard at any meeting of the Chapter, or at any special meeting called for that purpose.

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Article VII
Duties of Officers

Section I. President.
The President shall be the chief executive officer of the Chapter and shall subject to the control of the Board of Directors, have general supervision, direction, and control of the business of the Chapter. He shall be ex- officio a Member of all committees and shall have general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.

Section II. Executive Vice-President.
In the absence of the President, the Executive Vice-President shall assume the duties of the President. He shall also assume such other duties as are assigned to him by the Board of Directors. In the event of a vacancy occurring in the office of the President, the Executive Vice-President shall serve as President until the Adjournment of the next Fall Chapter meeting or until a successor is elected.

Section III. Secretary-Treasurer
a. Secretary Duties:

The Secretary-Treasurer shall keep or cause to be kept, a book of the minutes of all meetings of the Chapter and the Board of Directors, preserve all papers, letters, and transactions of the Chapter and have custody of the Chapter seal, when and if procured. The book of minutes of all meetings will contain the time and place of holding, regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors meetings and the proceedings thereof. The Secretary-Treasurer shall give, or cause to be given, notice of all the meetings of the Members and of the Board of Directors required by the By-Laws or By-Law to be given and he/she shall keep the seal of the Chapter in safe custody and shall have such other powers and perform such other duties as may be prescribed by the President, the Board of Directors or the By-Laws. The retiring Secretary-Treasurer shall deliver to the successor Secretary-Treasurer, all Chapter property in his/her custody/possession.
b. Treasurer Duties:
The Secretary-Treasurer shall collect, receive and have charge of all funds of the Chapter, shall have deposited such funds in a bank approved by the Board of Directors, and shall provide for the expenditure of such funds. A report will be made to the Board of Directors giving the financial standing of the Chapter whenever requested and a full report made to the Chapter at each Fall Chapter meeting. The Secretary-Treasurer shall be bonded, if required by the Board of Directors, in an amount prescribed by the Board of Directors. The retiring Secretary-Treasurer shall deliver to the successor Secretary-Treasurer all money, vouchers, books and papers of the Chapter in his or her custody, with a supplemental report covering all transactions.

Section IV.
All officers except the Secretary-Treasurer shall, on the expiration of their terms, surrender all property in their possession belonging to their respective offices to the newly elected President.

Section V
The President shall appoint an unbiased Board Member to investigate the removal of OAEA-NE officers or Members whose actions and/or behavior is deemed inappropriate to the goals of the OAEA-NE or in some way jeopardizes the OAEA-NE. 

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Article VIII
Board of Directors

 Section I.  
There shall be a Board of Directors of the Chapter. The Board shall consist of the President, the Immediate Past President, the Executive Vice-President, the Secretary-Treasurer of the Chapter, and at least two Directors At-Large, who shall be elected as hereinafter provided. The maximum number of officers on the Board of Directors shall be nine. The Membership of the Board of Directors shall be drawn from active Members of the Chapter.

Section II.  
Regular meetings of the Board of Directors shall be held immediately preceding each Fall Chapter meeting at the place where such meeting shall be held.

Section III.  
Special meetings of the Board of Directors may be called by the President on two weeks notice to each director either personally or by mail, telephone, or electronic means and shall be called by the President in like manner or like notice on the written request of not less than three Members of the board. Special meetings shall be held at such time and place as may be specified in the notice thereof.

Section IV.  
In the intervals between meetings of the Board of Directors, the President of the Chapter may refer and submit by mail, telephone, or electronic means to the Members of the Board of Directors, definite questions relating to the affairs of the Chapter which, in the opinion of the President, require immediate action on the part of the Board of Directors. The result of such a referendum, which requires a majority vote of the personnel of the Board of Directors, shall control the action of the Chapter and of its Board of Directors, officers, sections, committees, agents, and employees.

 
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Article IX
Duties of the Board of Directors

Section I.  
The Board of Directors shall:
a. Transact the general business of the Chapter in the interim between Chapter meetings.
b. Establish major administrative policies governing the affairs of the Chapter and devise and mature measures for the Chapter’s growth and development.
c. Provide for the proper care of materials, equipment and funds of the Chapter for the payment of legitimate expenses and for every 3 years and/or at change of Secretary-Treasurer, auditing of all books of account by two Members of the Chapter – none of whom shall be any person charged with responsibility of handling Chapter funds.
d. Act upon petitions for Member at Large membership in this Chapter.
e. Appoint all committees not otherwise provided for.
f. Have the power to fill any vacancies on the Board of Directors, except for a vacancy occurring in the office of the President.

Section II.
Checks, drafts, etc. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Chapter shall be signed and endorsed by such person or persons and in such manner as from time-to-time shall be determined by resolution of the Board of Directors.

Section III.  
Contracts; how executed. The Board of Directors, except as the By-Laws may otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Chapter by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.

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Article X
Committees

Section I.  
Committees appointed by the Board of Directors may be composed of both active Members and Chapter Members at Large and shall assume such duties as are specified in these By-Laws and such other duties as may be assigned by the Board of Directors. Only active Members shall be Chairmen of committees.

Section II.  
The following standing chairmen shall be Board of Director members appointed at each Fall meeting:
a.   Merchandise Coordinator

Section III.  
Each committee shall consist of Members of the Chapter chosen by the committee Chairman. The Chairman of each committee shall report to and receive guidance from the Board of Directors

Section IV.  
When appointed, the National Symposium/Reunion Committee shall be responsible for planning the program for the National OAEA Reunion/Symposium, subject to the approval of the President. 

 
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Article XI
Elections

Section I.  
The term of all those elected to the offices of the initial Chapter Board of Directors shall commence immediately upon completion of that election. Thereafter, the President and Executive Vice-President shall be elected by active OAEA-NE Members and Members at Large during the summer every four years, to serve from the adjournment of that election year's Fall Chapter meeting until the adjournment of the Fall Chapter meeting four year hence, or until their successors are elected.

Section II.  
The Directors At-Large will be elected during the summer every four years, to serve four year terms beginning from the adjournment of that year's Fall Chapter meeting. The Immediate Past President will serve until a subsequent election creates a new Immediate Past President.

Section III.  
A Secretary-Treasurer shall be elected to serve until such time as a new Secretary-Treasurer is elected.

Section IV.  
Elected offices of the OAEA-NE will be held only by active Members of the Chapter having all the privileges of Membership including the right to vote and to hold office as defined by Article III provided no conflict of interest exists.

Section V.
Every four years, election nomination forms and election ballots will be provided to active Chapter Members, and Chapter Members at Large (as defined in Article III, Section III of these By-Laws), either personally or by mail or electronic means.

Section VI.  
The time period for the conduct of the nomination and election of Officers of the Board of Directors shall be specified in advance by the Board of Directors.

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Article XII
Meetings

Section I.  
Unless otherwise ordered by the Board of Directors, the Chapter Membership shall meet three times every calendar year at a place and time to be designated by the Board of Directors for each such meeting, for the transaction of such business as may properly be brought before the meeting attendees. These meetings shall be designated the Spring, Summer, and Fall Chapter meetings.

Section II.  
Special meetings of the Chapter may be called by the Board of Directors or upon the request of 20% of the Membership entitled to vote.

Section III.  
Notice of all meetings of the Chapter shall be provided to the OAEA-NE Membership at least two weeks prior to the meeting either personally or by mail or electronic means, and such notice shall state the purpose of any special meeting.

Section IV.  
The Membership who attend special or regular Chapter meetings, either in person or by proxy, shall constitute a quorum capable of transacting all business properly brought before the meeting attendees.

Section V.  
The Membership failing to attend, either in person or by proxy authorized in writing, shall be considered to have waived the right to be present and thereby signified consent to and ratification of such action as the majority of those present, either in person or by proxy, may take in matters before the meeting attendees.

Section VI.  
Except as provided in Section I of Article XVI, a majority vote cast by the OAEA-NE Membership present, in person or by proxy, at any meeting of the Chapter shall govern in all matters properly brought before the meeting attendees, except that should any obligation on the part of the Chapter be authorized or created, the provision against personal liability provided in Section I of Article XVIII of the By-Laws shall be directed to be included therein.

Section VII.  
Proxies for meetings of the Chapter shall be provided to the Secretary-Treasurer either personally or by mail, telephone, or electronic means for verification and record at least 24 hours prior to any scheduled voting. Validity of such proxies is subject to the right of appeal to the Board of Directors.

Section VIII.  
Absentees desiring considerations of matters at a meeting of the Chapter shall submit those matters in writing to the President and/or Secretary-Treasurer in time to be received at least seven working days prior to the meeting date.

Section IX.
Costs, if any, of all OAEA-NE Board of Director and Chapter meetings will be paid for by the attendees, and OAEA-NE Chapter funds will not be used for any more than incidental costs involving the coordination of such meetings.

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Article XIII
Meeting Order of Business

Section I.  
The following shall be the order of business at all OAEA-NE Board of Director and Chapter meetings:
a. Comments/address of the President.
b. Reading of the Minutes of the previous meeting.
c. Reports of Officers
d. Reports of Committees
e. Reports of Special Subjects
f. Unfinished Business
g. New Business
h. Adjournment

 
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Article XIV
Quorum

Section I.  
A majority of the Board of Directors, including the President, Immediate Past President, or a Vice-President, shall constitute a quorum at any meeting of the Board of Directors.

Section II.
A majority of the Members of any committee shall constitute a quorum.

 
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Article XV
Fiscal Year

Section I.  
The accounting year of this Chapter shall be the Fiscal Year beginning 1 October.

 
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Article XVI
Parliamentary Authority

Section I.  
The rules contained in the current edition of “Robert’s Rules of Order” Newly Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order of the Chapter may adopt.
 

 
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Article XVII
Changes of By-Laws

Section I.  
These By-Laws may be altered, amended or changed, or new By-Laws may be adopted by a majority vote of the Membership present at any meeting or special meeting of the Chapter, or ad interim by a majority vote of the Board of Directors whenever, in their judgment, they may consider such change as beneficial to the operations of the Chapter, provided that the Board of Directors may not alter, amend, or change these By-Laws with regard to matters related to tenure in office of directors; as such the Board of Directors may not, except by unanimous vote, take any action under this authority unless the proposal has been before the Board in writing for at least forty-five days, provided that a proposal placed before the Board of Directors at one of its regular meetings may receive the action of the Board at its next regular meeting. Ad interim changes made in the By-Laws by the Board of Directors will be subject to confirmation by a majority vote at the next Chapter meeting or special meeting of the Chapter.

 
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Article XVIII
Indemnification of Directors, Officers, and Employees

Section I.  
Every director, officer or employee of the Chapter shall be indemnified by the Chapter against all expenses and liabilities, including counsel fees, reasonable incurred or imposed upon him or her in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his or her being or having been a director, officer, or employee of the Chapter, or any settlement thereof, whether or not he or she is a director, officer, or employee at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled.

 
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