History in Miniature, Inc. Bylaws

ARTICLE I – Structure of History in Miniature

1. History in Miniature, Inc. is a non-profit organization dedicated to promoting knowledge of US and World History through the hobbies of Miniature, Board, and Role Playing Gaming.
2. History in Miniature, Inc. membership is open to any and all interested persons. Membership fees consist of paid attendance at any History in Miniature, Inc. sponsored gaming event including the annual “Fields of Honor” gaming convention. These fees are waived for those volunteering time to assist the organization in running such events.
3. History in Miniature, Inc. is governed by its Board of Directors through the Executive Board as outlined below.

ARTICLE II – Board Membership

1. The Board of Directors consists of all voting board members which includes those currently serving on the executive board.
2. To serve on the board of directors a member must be nominated by a current member of the board and ratified by a simple majority vote at a board meeting.
3. Fulfill the duties of a Board Member by attendance at over 50% of board meetings within a 12 month period. Board members must also put in a minimum of 10 volunteer hours working on behalf of History in Miniature, Inc. during a 12 month period.
4. A new board member will serve a 12 month probationary period before they gain full voting rights for policies, election of executive officers, and the ability to serve as an executive officer. This probationary period can be waived by a simple majority vote at any board meeting.
5. The president or appointed representative of an “approved, affiliated group” shall also be deemed a voting board member although they are not eligible for election to executive officer.er.

ARTICLE III – Election of Executive Board/Officers

1. 1.The executive board of directors consists of those Board Members that have been elected to a specific executive board post. These positions are outlined below.
2. Elections for Executive Officers will be held at the post “Fields of Honor” gaming convention board meeting each year.
3. Should the presidency become vacant during the year the vice-president will assume the office of president and the vice-president position will be filled by election at a special History in Miniature, Inc. board meeting.
4. Should any other position become vacant during the year, the position will be filled by election at a special History in Miniature, Inc. board meeting.
5. The Executive Officers shall consist of:
   1. President – The president will preside over the board meetings, insure that the bylaws are followed, accept nominations for new board members, serve as the figure head over the organization, and along with the treasurer sign off on all expenses the board approves.
   2. Vice-President – Will assist the president in organizing events and ensuring that all bylaws are followed. May assume the duties of the president during periods in which the president is unavailable (i.e. Preside over board meetings, etc).
   3. Secretary - The secretary will be the aid to the president and treasurer. They will be expected to record the minutes of board meetings, keep and administer to any History in Miniature, Inc. documents and records, and conduct general correspondence to and from the central board as well as maintaining a database/list of all current and past club members.
   4. Treasurer - The treasurer will be responsible for all the financial duties of the central organization, including maintaining the bank account, preparing a financial report for the quarterly board meetings, and validating the organizations financial status with state and federal agencies. The treasurer along with the president shall sign off on all expenses approved by the board.
   5. At no time shall spouses or significant others serve as President and Treasurer. This would potentially compromise the checks and balances of having two signatures required upon checks. The vice-president and the treasurer can be spouses or significant others however should the vice-president need to assume the presidency either the vice-president or the treasurer would need to step down to comply with this rule.
6. 1.Each officer will serve a 2 year term.
7. The President and Secretary will be elected in the even numbered years, and the Vice-President and Treasurer in the odd numbered years.
8. Nominations for officers will be made by Board Members on the day of elections.
9. Nominees must be current members of the Board of Directors.
10. Officers of “Approved, affiliated groups” are not eligible for positions on the executive board in order to avoid conflicts of interest.
11. Voting will be by secret ballot should any board member request it. Otherwise, voting will be by a show of hands.
12. There are currently no term limits in place for any position.Each officer will serve a 2 year term.

ARTICLE IV – Removal of Executive Officers/Members of the Board

1. A vote shall be held to remove an Executive Officer if:
   1. they fail to meet the requirements and duties of their Office, and
   2. 33% or more of the current Board Members (not counting the charged member) call the officer's status into question by written petition.
2. An Officer whose status is called into question must be given timely notice that at the next Board Meeting their status as an Officer will be called into question.
3. If the officer in question fails to respond to the above notice they will be summarily removed from their office.
4. Any officer who is called into question will be given the opportunity to state their case before the Board. Discussion will follow.
5. A two-thirds majority is required to remove any officer. The officer in question may not vote and will not be counted towards the quorum.
6. Voting shall be by secret ballot.
7. Removal from Executive positions does not constitute removal from the Board of Directors.
8. Any Executive Officer may voluntarily resign from their office. Resignation should be made at a Board Meeting or in a written letter to the President.

ARTICLE V – Board Meetings

1. Board Meetings will be held at least quarterly (in the months of October, January, April, and July).
2. All board members shall be invited to the meetings and have a chance to participate in the decision making process.
3. The President (or appointed representative) shall notify the Board Members of the time and place of the meeting one month prior to the meeting. Time and place of meetings shall also be posted on the I.W.E. web page.
4. A preliminary agenda shall be sent to each Board Member and posted on the web page at least one week prior to the meeting.
5. Emergency meetings may by called as necessary by the President provided 1 week notice is given to all members with a reason for the meeting.
6. For a valid board meeting at least 5 board members must be present, 2 of which must be executive officers. The quorum for a Board meeting shall likewise consist of at least 5 board members, 2 of which must be executive officers.
7. Order of Business
   1. Roll Call
   2. Approval of Secretaries Minutes
   3. Removal of Executive Officers
   4. Election of Officers
   5. Amending of by-laws
   6. Executive Officers' reports
   7. Committee reports
   8. Old Business
   9. New Business
8. Any discussion of charitable contributions shall be considered during new business.

ARTICLE VI – Convention/Game Day Organization

1. Any conventions or game days run by History in Miniature, Inc. shall be organized and run by the board.
2. Board members may directly participate in the running of these events.
3. Board members may appoint or hire other members or non-members to assist in the process per the discretion of the board.
4. Expenses and receipts associated with these events shall be handled by the Treasurer.

ARTICLE X – By-laws and Amendments

1. 1.The Executive Board may call a meeting of the Board of Directors to amend the by-laws provided:
   1. Board Members are notified in advance that amendment(s) are to be discussed, and
   2. The nature of the amendment(s) was included in the preliminary agenda.
2. An amendment must receive approval by two-thirds of Board Members in attendance.

ARTICLE XI – Budget

1. The annual operating budget of History in Miniature, Inc shall be proposed by the treasurer and presented to the Board of Directors for approval at the annual meeting in October of each year.
2. The annual operating budget of History in Miniature, Inc. shall include an accounting of all monies for the entirety of History in Miniature, Inc. but does not necessarily include the detailed budgets of all conventions and games days.
3. All expenditures over $100 must be approved at a board meeting by simple majority.
4. The president and treasurer (jointly) can sign off on expenditures above $40 up to $100 between board meetings.
5. Both the President and the Treasurer shall have the singular authority to authorize expenditures of up to $40 on their own.
6. Our organization’s bank account shall require 2 signatures upon all checks, those of the President and Treasurer.
7. Excess funds may be dispersed to charitable non-profit entities at the discretion of the Board of Directors and must be voted on at a board meeting.