By-Laws of the New York State Covered Bridge Society

ARTICLE 1 – Name and Purpose

Section 1 – The name of the organization shall be the New York State Covered Bridge Society.

Section 2 – The purpose of this Society shall be to help maintain and preserve in so far as possible, Covered Bridges, especially those in New York State, to collect information and historical data and to help promote Covered Bridges as an educational form.

ARTICLE II – Membership and Dues

Section 1 – Membership to this Society shall be open to all persons interested in any aspect of the study and preservation of Covered Bridges.

Section 2 – Dues shall be as follows:
(A) Individual memberships to include Newsletters and Couriers.
(B) Family memberships shall include above privileges for all members of the immediate family and shall include one copy of Newsletters and Couriers per household.
(C) Individual Lifetime Memberships shall include privileges of Individual memberships for the lifetime of the member or until such time as mailings are returned as undeliverable to addressee.
(D) Family Lifetime Memberships shall include privileges of Family memberships for the lifetime of the member or until such time as mailings are returned as undeliverable to addressee.
(E) Membership fee to be adjusted as necessary by a majority vote of the members present at a regularly scheduled meeting at which the vote is taken. The current fee schedule to be published in the Courier.

Section 3 – Honorary Members
Executive Committee members shall offer proposals of any person or persons for this honor. It shall then be brought before the members at large for acceptance or rejection at a regularly scheduled meeting.

ARTICLE III – Officers

Section 1 – Officers shall be as follows:
President
Vice President
Treasurer
Recording Secretary
Corresponding Secretary
(the recording and Corresponding Secretary positions may be combined by the Executive
Committee)
Historian (appointed position)
Directors/Trustees – which terminology will be used interchangeably

Section 2 – Duties:
(A) All elected Officers shall constitute the Executive Committee and are expected to attend a majority of all meetings.
(B) The President shall be the Chief Executive Officer of the Society.
(C) The President shall preside at all meetings, appoint committees, and serve as Honorary Chairperson of all committees except the Nominating Committee. The President will also be authorized as an additional accepted signatory on all financial accounts to be executed only in the event of the inability of the Treasurer to continue to function in their elected capacity, either temporarily or until the position needs to be and is filled.
(D) The Vice President shall assist the President in performance of the duties of the office. In the event of absence of the President, all those duties shall be assumed by ranking elected officers in order.
(E) The Treasurer shall have custody of the Society’s funds, make all disbursements only upon receiving official receipts for payment and with the authorization of the members of the Executive Committee who are present at any meeting, with the exception of the Newsletter, Courier, or any other recurring expenses necessary to conduct the business of the Society. No payment in excess of $500 will be made without the consent of the majority of the Executive Board and 2/3 of the members present at a meeting. Requests for funds must be presented to the Executive Committee in writing with full disclosure, a minimum of two (2) weeks prior to the meeting at which the request would be made to the membership. The Treasurer shall render a detailed account of all receipts and disbursements at each regular meeting. The Treasurer shall issue the membership cards for the Society. The Treasurer shall make available for audit by the Executive Committee all financial records of the Society once per year or at the request of the Executive Committee. Upon transfer of office to any subsequent Treasurer or President, the Executive Committee shall audit the books just prior to transfer.
(F) The Recording Secretary shall keep a record of all meetings of the Society and shall perform such other duties appertaining to the office as the President may direct.
(G) The Corresponding Secretary shall help, when asked, with correspondence of the Society.
(H) The Historian shall accept and keep, for the Society to use, any pictures or articles concerning Covered Bridges and keep archives of the Courier and Newsletter.

Section 3 – Vacancies:
(A) A vacancy in any office except the President shall be filled by appointment by the President with the consent of the remaining officers of the Executive Committee, the appointee to serve until the next annual election in November.
(B) A vacancy of the President’s Office shall be filled by the Vice President until the next duly elected President takes office at the opening meeting of the calendar year. In the event the Vice President cannot or will not serve as President, the next office in line shall so serve.

Section 4 – Historian:
The Historian shall be selected by the President with the approval of the Executive Committee. This Historian’s position is filled indefinitely – he or she may resign or if necessary – be removed from office for just cause through reverse process by which he or she was selected.

Section 5 – Web-Master: The Web-Master shall be selected by the President with the approval of the Executive Committee.

ARTICLE IV – Trustees

Section 1 – There shall be five Trustees elected to serve the Society by giving aid and guidance to the Executive Committee. The Trustees shall be expected to attend meetings of the Governing Board.

Section 2 – A Trustee shall be a member in good standing in the Society who shall serve for a five-year term and attend at least two Society meetings each year. One Trustee shall be elected each year to replace a retiring Trustee. A Trustee may be allowed to hold another office on the Executive Committee with the exception of the Treasurer and President but will not receive an additional vote for that dual seat. Seniority shall be according to the order in which the Trustees are named in the Charter or subsequently elected. The five Trustees and all Elected Officers shall comprise the entire Governing Board.

Section 3 – When a Trusteeship is vacant, the office may be filled by appointment agreed upon by the majority of the members of the Governing Board. The replacement Trustee shall serve the unexpired term of the Trustee they are replacing.

ARTICLE V – Meetings

Section 1 – Society meetings shall be held on the second Sunday of the month. Any other date to be approved by the Governing Board and not less than four meetings a year. One of these meetings may be a Safari.

Section 2 – Members will be notified by website and newsletter of the date and places of meetings at least two weeks prior to a meeting.

Section 3 – A quorum for the transaction of business shall consist of a minimum of 7 (seven) members of the Society.

Section 4 – Whenever a question arises, which in the judgment of the President cannot wait until the next regular meeting, the Governing Board can be called to resolve the question.

Section 5 – A planning session comprised of the Governing Board shall be held annually for the purpose of planning locations and programs for the upcoming year.

ARTICLE VI – Committees

Section 1 – Standing and Special Committees may be established by vote at a regular meeting or created by the President to perform such functions as may be desirable for the conduct of Society business.

Section 2 – A full written report shall be rendered by the Chairperson of Standing or Special Committees of activities during the year.

Section 3 – Funds for Committee expenses are authorized by the Governing Board.

Section 4 – The Society’s Safari leader, shall decide locations of any year’s Safari with approval from the Governing Board. Expenses of the Safari leader, incurred planning or coordinating the Safari, to be paid by the Society.

ARTICLE VII- Nominations and Elections

Section 1 – A Nominating Committee for the election of officers shall be selected no later than the July meeting and shall submit its report at the November meeting. This Committee shall be comprised of no less than three members, one of which shall be appointed by the President from the Executive Committee to act as chairperson and the other members shall be volunteers from the membership.

Section 2 – Each year the Nominating Committee shall select a slate of officers and obtain written acceptance from each nominee prior to submission of its report.

Section 3 – Submission of the report shall be given to the membership at the November meeting.

Section 4 – Election shall be by a majority of the members present at the business meeting of the Society in November.

ARTICLE VIII- Amendments

Section 1 – These by-laws may be amended by a two-thirds vote of the members present at any business meeting of the Society, provided the text of the amendment has been published in a Newsletter, or other mailing to the general membership, at least thirty days prior to the meeting at which the proposals are to be voted upon.

Section 2 – Amendments may be proposed by any Officer of the Society, the By-laws Committee, or by a petition signed by a quorum of the members. Proposals made by an Officer or the By-laws committee shall be approved by a majority of the Officers before submission to the members. Proposals originating by petition shall be submitted in writing to the President and shall be presented to the members with recommendations of the officers.

ARTICLE IX – Hold Harmless

Section 1 – The Governing Board of the Society shall be the only members who can enter into binding decisions and obligations of the Society. Any member at large who attempts to do so shall be totally responsible for their own actions and shall hold harmless any and all members of the Governing Board and the Society as a whole, its officers, servants, agents and employees (hereinafter known as the releasees) from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or relating to any loss, damage or injury, including death, that may be sustained, or to any property belonging to the Society, whether caused by the negligence of the releasees, or otherwise. Those members at large attempting to act on the behalf of the Society or the Governing Board voluntarily assume full responsibility for any risks of loss, property damage or personal injury, including death, that may be sustained, or any loss or damage to property owned by the Society, as a result of their being a participant in any endeavor of their own doing, whether caused by the negligence of releasees or otherwise. They further hereby agree to indemnify and save and hold harmless the releasees and each of them, from any loss, liability, damage or costs they may incur due to the member’s participation in actions not adopted nor approved by the Governing Board, whether caused by the negligence of any or all of the releasees, or otherwise. It is the express intent that this Release shall bind the members of the member’s family and spouse, if said member is alive, and their heirs, assigns and personal representative, if the member is deceased, and shall be deemed as a Release, Waiver, Discharge and Covenant Not to Sue the above named releasees.

Section 2 – No action by any individual member of the Governing Board or by the Governing Board collectively as a whole shall bind the Society to any sum greater than the total of sums of the Society on deposit at the time of filing of any claim by others with a court having jurisdiction.

Section 3 – No member of the Governing Board, nor any member of the Society acting under approval and direction of the Governing Board, shall be held individually and personally responsible for any financial obligations as they pertain to the Society as a whole.

Section 4 – While attending any function of the Society, including but not limited to Safaris, meetings at bridges, picnics, or any other outdoor function; all members and guests shall exercise due diligence and caution as to tripping, slipping, stumbling, and falling hazards or any other type of hazard and shall not burden the Society, nor the Governing Board, nor any additional member of the Governing Board, nor any individual member of the Society, for any claim pertaining to such failure to exercise due diligence on the member’s or guest’s behalf.

ARTICLE X – Rules of Order

Section 1 – Roberts Rule of Order, most current edition, shall be used in conducting all business of the Society and for deciding any questions not otherwise provided therein.

ARTICLE XI – Dissolution

Section 1 – If the New York State Covered Bridge Society dissolves or terminates, all assets and archives are to go to an organization dedicated to the history and preservation of Covered Bridges, giving preference to a New York organization. As per the NYSCBS Charter, the recipient of the archives and assets shall be a 501(c ) (3) organization as defined by the United States Internal Revenue Code. One of the final votes of the majority of members attending the last meeting of the Society shall be deciding which organization shall receive the assets and archives. This last vote will also be offered to the membership through an absentee ballot at least thirty days prior to such decision.

Section 2 – The assembly, crating and boxing, transportation, and all other charges for release of the archives and assets to the museum shall be borne by the New York State Covered Bridge Society in so far as the balance of financial assets shall so allow. The final meeting of the Society shall not be concluded until such decision has been rendered, voted upon and approved by a majority of members present.

Amended –

November 13, 2016
November 10, 2019
November 10, 2024
November 9, 2025