The name of the Corporation shall be "The Frank H. Woods Telephone Pioneer Association."
The purpose of the Corporation shall be to preserve the history, traditions, and ideals of Independent Telephony in Nebraska; to promote and perpetuate fellowship and friendliness; to encourage the development of the arts and industry; and for all worthy and related subjects.
The principal office of the Corporation shall be located in Lincoln, Nebraska.
1. The affairs of the Corporation shall be managed by its Board of Directors, which shall consist of the officers, the immediate Past President, and six directors elected at large.
2. The number of directors shall be not less than 9 or more than 15 and shall be established by a vote of the general membership each year. The term of office of each director-at-large shall be three years, commencing the first day of January following his/her election and expiring when his/her successor has been duly elected and the successor's term has commenced. The Board of Directors shall provide for staggered terms with two directors-at-large elected each year and one-third of the terms to expire each year.
3. There shall be an annual meeting of the Board of Directors on such date as designated by the board each year in the notice of the meeting.
4. Special meetings may be called at any time by the Board of Directors or the President of the Corporation. Special meetings may be held by telephone. Any business which may properly be conducted by the Board of Directors at a meeting thereof, may be adopted by unanimous written consent of the Board in lieu of a meeting. Notice of the place, date, and hour of all special meetings shall be given by the Secretary, by mail, at least two (2) days in advance, to each member of the Board of Directors at his/her last known address. Any member of the Board may waive notice of any meeting in accordance with the statutes of Nebraska. Attendance at any board meeting shall constitute a waiver of notice of such meeting.
5. One-half of the directors shall constitute a quorum for the transaction of business at any meeting of the Board.
6. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.
7. Each director may cast one vote; however, the presiding officer shall not cast a vote unless in the case of a tie. In such case, the presiding officer shall have the prerogative to cast the deciding vote.
8. Any vacancy among the directors-at-large shall be filled through appointment by the President for the unexpired portion of the term. The member so appointed by the President must meet the qualifications for Board of Directors as outlined in Attachment C.
1. The officers of the Corporation shall consist of a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Attachment "B" of these Bylaws, and their term of office shall be one year. All officers are to have the authority and perform the duties prescribed from time to time by the Board of Directors.
2. A. The office of President and First Vice-President shall be filled each year by progressive selection, effected by the nomination of a single candidate for each of these offices.
B. The office of the Second Vice-President shall be filled each year by a vote of the membership, with the ballot containing the nomination of one or more candidates. The two outgoing members-at-large of the Board of Directors will normally be nominated, unless not qualified or unwilling to stand for election.
C. The office of Secretary is considered to be of a permanent nature, to the extent permitted by the candidate's willingness and availability to serve a second or additional terms of office. The candidate shall be selected each year by a vote of the membership, with the ballot containing only a single nomination for the office.
D. The office of Treasurer is considered to be of a permanent nature, to the extent permitted by the candidate's willingness and availability to serve a second or additional terms of office. The candidate shall be selected each year by a vote of the membership, with the ballot containing only a single nomination for the office.
3. Any officer or director elected by the general membership or appointed by the Board of Directors may be removed, whenever in its judgment, the best interests of the Corporation would be served thereby. Said removal shall be undertaken upon two-thirds vote of the entire Board of Directors.
4. A vacancy in any office, for any reason, shall be filled by appointment by the President for the unexpired portion of the term, unless otherwise provided for in these Bylaws. Any officer so appointed must meet any qualifications for office as outlined in these Bylaws.
5. The officers shall have the power and shall perform such duties as may from time to time be specified in resolutions and other directives of the Board of Directors. In the absence of such specifications, each officer shall have the power and authority and shall perform and discharge the duties of officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives as the Corporations, in particular, but without limiting the generality of the foregoing.
The President of the Corporation shall:
1. Subject to the Board of Directors and the Bylaws, the President shall be the Chief Executive Officer of the Corporation, shall supervise all activities of the organization, and preside at all meetings of the Corporation and of the Board of Directors.
2. Appoint the members and/or designate Chairpersons for General and Special Committees. The President shall also make appointments to fill vacancies which may occur on the Board of Directors or among the Board's offices, unless otherwise provided in these Bylaws. All such appointees shall serve until the beginning of the next term.
3. Shall have such other duties and responsibilities as may be assigned to the President by the Board of Directors.
B. First Vice-President.
The First Vice-President shall:
1. Assume and perform the duties and exercise the powers and functions of the President when the latter is absent or unable to preside or in the event of a vacancy in that office, and otherwise shall have such power and perform such duties as may be assigned by the Board of Directors.
2. Perform such other functions as shall be assigned by the President.
3. In case of resignation, deposition, death, or permanent absence of the President, the First Vice-President shall be declared President until the next regular election of officers.
C. Second Vice-President.
The Second Vice-President shall:
1. Assume the Chairmanship of the Ways and Means Committee and such other responsibilities as may be designated by the President or as assigned by the Board of Directors.
2. Perform all the duties of the First Vice-President in the absence or inability of the First Vice-President to serve.
3. In the event of a vacancy in the office of the First Vice President, the Second Vice President shall be declared First Vice President until the next regular election of officers.
4. Perform such other functions as shall be assigned by the President.
The Secretary shall:
1. Keep the minutes of all meetings of the Corporation and of the Board of Directors in books for that purpose. The Secretary shall attend to the giving and serving of all notices of the Corporation and shall be custodian of all secretarial records, papers, files, and books of the Corporation and shall exhibit them, upon application, to members of the Board of Directors or the Ways and Means Committee.
2. Be responsible for the collection of all dues from Association members, and when said dues are paid in full, shall issue certificates to this effect to the members.
3. Be responsible for all correspondence with the Independent Telephone Pioneer Association and the transmittal of all appropriate membership dues to the Independent Telephone Pioneer Association.
4. Perform such additional duties as may be required by the Board of Directors.
The Treasurer shall:
1. Have custody of all funds and securities of the Corporation and shall pay all bills and obligations of the Corporation upon approval of same by the President.
2. Keep such books of accounts as may be necessary and shall exhibit them upon application, to members of the Board of Directors or the Ways and Means Committee.
3. Generally perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.
The Board of Directors may appoint one or more committees to make recommendations to the Board, and to perform such functions as the Board directs. Duties of General Committees are defined in Attachment "A."
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December, the same year.
When any notice is required to be given under the provisions of state law or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
1. The Corporation may indemnify a Director, Officer, Employee, or Volunteer of the Corporation to the fullest extent possible against expenses, including attorney's fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person with respect to any proceeding against such person relating to his/her conduct as a Director, Officer, Employee, or Volunteer of the Corporation. Such indemnification shall apply even if such person is not a Director, Officer, Employee, or Volunteer at the time such proceeding is brought, provided the proceeding is based on conduct occurring during such person's term as a Director, Officer, Employee, or Volunteer of the Corporation.
2. The indemnification provided in paragraph 1 above shall not apply:
a. To a breach of such person's duty of loyalty to the Corporation;
b. For acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law;
c. For a transaction from which such person derived an improper personal benefit;
d. Against judgments, penalties, fines, or settlements arising from any proceeding by or in the right of the Corporation, or against expenses in any such case where such person shall be adjudged liable to the Corporation.
3. No amendment to or repeal of this Article shall apply to or have any effect on the indemnification hereunder of any Director, Officer, Employee, or Volunteer of the Corporation, for or with respect to any acts or omissions of such person occurring prior to such amendment or repeal.
In the governing of the Corporation of its committees, "Roberts' Rules of Order," in its most recent revision, shall prevail.
1. A. The Chapter should be officially represented at the annual National Meeting (ITPA) by the President and First Vice President of the Chapter.
B. In the event the President or First Vice President or both are unable to attend the National Meeting as representatives, the Executive Board may elect from that Board one or two members as official representatives. Or the Board, at their discretion, may vote that representation at the meeting be waived.
C. The Chapter Treasurer shall provide sufficient funds for official representatives only of (1) transportation costs from their place of residence to the meeting site and return, (2) meeting registration fees and cost of National Banquet and (3) lodging at the meeting site.
D. If expenses of the Chapter President are paid by the Sponsor Company, only expenses of the First Vice President or other official Chapter representative shall be paid by the Chapter.
These Bylaws may be amended by a majority of the voting members of The Frank H. Woods Telephone Pioneer Association.
The above and foregoing Bylaws were presented to the membership of the Association on the 22nd day of October, 2000, and approved by written ballot by majority of the voting members.
A. List of committees and their responsibilities.
B. Policies governing the holding of the Annual Meeting (date, time, notice, etc.) and policy and procedure for the election of Directors and Officers (nominations, ballots, voting, etc.).
C. Qualifications for membership, dues, and Board of Directors.
D. Documentation indicating the ownership (and transfer, on a temporary or permanent basis, as appropriate) of display items.
This Board shall consist of three (3) members appointed by the President.
It shall be the duty of this Board to receive and judge the ballots for the annual election, as well as any other business of the Corporation in which the will of the membership is determined by ballot. The Chairperson of the Election Board shall report, by letter, the results to the organization Secretary.
All ballots shall be prepared with instructions for their return direct to the Chairperson of the Election Board. Ballots will be protected and held for a period of 30 days beyond notification of the results to the membership.
The Fellowship Committee shall be charged with the obtaining of information relative to the needs, sickness, or death of members of the Association. In such cases, it shall make visits, send remembrances, and resolutions, and extend condolences.
It shall act as the Greeting Committee at special or annual meetings, and in general, perform such functions as may tend toward friendliness and fellowship among Association members.
The Historical Committee shall be charged with the gathering of documents, notes, clippings, photographs, books, instruments, fixtures, equipment, and kindred items which delineate or record the history of the telephone, and shall make due preparation to catalogue, index, display, and make available for reference, the items so received. It shall, in general, work toward the progress, growth, and value of the Historical Museum and Library with emphasis on the history of Independent Telephony in Nebraska.
The Membership Committee shall be charged with the responsibility of soliciting eligible persons for membership in the Association. It shall prepare and distribute prospectuses and solicitations for Association membership, and in general, perform such functions as tend toward the growth of the Association.
The Nominating Committee shall be composed of the three latest Past Presidents of the Corporation; the retiring President succeeding, by automatic progression, to the junior membership of this Committee. In case of death in office or a member of the Nominating Committee, the line of succession will reverse and the fourth latest Past President shall be returned to membership on the Committee. The Committee, therefore, is self-perpetuating and its membership shall not be subject to appointment, except by directive of the Board of Directors.
The Nominating Committee shall prepare and present, or forward to the Secretary for distribution, a list of candidates for all elective offices of the Corporation. The consent of each candidate must be secured before presentation by this Committee.
The Publicity Committee shall be charged with the dissemination of news of the Association's activities. It shall prepare and release stories and items of the Association or its members to magazines, newspapers, etc. It shall prepare, publish, and distribute all bulletins of a general nature, except the Annual Report of the Officers and Committee persons to the membership. It shall, in general, do and perform such acts as may tend toward keeping the membership, prospective members, and the public informed of the work and progress of the Association.
The Social Committee shall plan and govern all social gatherings of the Association and shall approve bills incidental to the same. In general, the Social Committee shall direct and perform such functions as tend toward the entertainment and amusement of the Association membership. For convenience and concentration of energy, the responsibilities of this Committee may be divided into those of a general nature and those governing activities of a limited or specific nature; namely: Men's Social Activities, Women's Social Activities, Retired Social Activities, Annual Reunion Banquet, etc.
Ways and Means Committee
The Ways and Means Committee shall include the President, First Vice-President, Second Vice-President, Treasurer, and any other members of the Corporation designated by the President. This Committee will review the plans for the coming year and prepare therefrom an estimate of income and expenses and a budget for the financial operation of the Corporation for the said year. The budget should be submitted to the Board of Directors before December 1 of the current year. It shall prepare and publish at the end of the fiscal year, an audit of the books and records of the Corporation, and in general, work toward and perform such actions as may tend toward the sound financial operations of the Corporation.
Community Service Committee
The Community Service Committee shall be responsible for activities that include Environmental, Health and Education, Human Services, and Life Enrichment. Each program is not designated to recognize a single individual, but to identify and applaud the successful Pioneer project. The Community Service Committee will be responsible for the evaluation of all outside requests for assistance in programs involving blindness, impaired hearing, speech afflictions, etc., and be responsible for the four Community activities to ensure that each fulfills all requirements.
(1) Environmental - Any project having a beneficial environmental impact. Examples are community beautification, wildlife preservation, recycling projects, and the elimination of pollution.
(2) Health and Education - Public information and community awareness as to health fairs, health screening, public information programs, and crime prevention.
products or devices. This can include the provisions of clothing or food and the requests for assistance in programs involving blindness, impaired hearing, mental and/or physical handicaps, and speech afflictions. Care must be taken to prevent duplication of the expenditure of human effort or funds.
(4) Life Enrichment - Pioneer involvement in projects that entertain or provide a "human touch" element such as egg hunts, visits to institutions, and any other project that leans toward one-on-one interface. If articles such as food or toys are donated, the project should then be submitted in the Human Services category.
This Committee shall report to the Board of Directors with its recommendations and shall keep the Publicity Committee advised of all its endeavors in behalf of the membership of the Association.
Past Presidents Association
The Past Presidents Association shall be composed of all Past Presidents of The Frank H. Woods Chapter, Independent Telephone Pioneer Association. The Committee is self-perpetuating in that all, so qualified, shall automatically become members.
The Past Presidents Association shall perform such additional functions as may be assigned by the Board of Directors.
Specifically, the members of the Past Presidents Association shall serve as members of The Frank H. Woods Telephone Pioneer Association Meritorious Service Awards Committee.
The Committee will survey the membership of The Frank H. Woods Pioneer Association to determine qualified candidates to receive the Association's Meritorious Service Award.
Selected qualified candidates will be forwarded to the Board of Directors for approval.
(a) The Nominating Committee shall present names of candidates with the specific provision that additional nominations may be written on ballots in spaces provided for that purpose. All qualified members, as outlined in Attachment "C" of these Bylaws shall be eligible to serve as a Director-at-large or to hold office of President, First Vice-President, Second Vice-President, Secretary, or Treasurer.
(b) Balloting shall be conducted by mail, the ballots being mailed to all members by the Secretary on or before October 1. The ballots shall be counted and the results announced at the "Annual Meeting" of the Corporation.
(c) All members in good standing shall be entitled to one vote.
(d) The date for the Annual Meeting by assembly of membership shall be between November 1 and December 31. When the Annual Meeting is conducted at an Assembly of the Membership, written notice of such meeting, the date, and place, shall be given by the Secretary to each Association member at least seven (7) days prior thereto.
(e) The Business of the "Annual Meeting" of the Corporation shall be the installation of the Officers and members of the Board of Directors heretofore provided, and a report on the State of the Association to be presented to the membership by the President.
(a) The fiscal year of the Corporation shall be from January 1, to December 31.
(b) Newly elected Officers and Committee persons shall take office upon the beginning of the fiscal year.
(c) Unfinished business of the outgoing Officers and Committee persons shall be brought to a close as near to this date as is expedient or is in the best interests of the Corporation.
The Bylaws are for the purpose of the Management of the Corporation. Amendments to Bylaws
(a) These Bylaws may be amended or repealed by the affirmative vote of a majority of the voting members of the Corporation at any Annual Meeting or special meeting called for that purpose, or by affirmative mail vote on ballots distributed to all members.
(b) All Bylaws and amendments thereto, previously adopted by the Corporation are, upon the adoption of the Bylaws hereof, canceled and rescinded.
1. Qualifications for Membership
(a) Membership shall be divided by the dues structure into four classes: Primary Members, Auxiliary Members, Life Members, and Retired Members.
(b) Primary Members shall be men and women of good standing who are currently or previously employed in the Telecommunications Industry, who have not less than one (1) year of service in the industry, and who at the time of application are employed in the Telecommunications Industry, or who have been retired therefrom.
(c) Employees who have completed a minimum of one (1) year of service, and who otherwise qualify for membership, may be granted membership in the Association.
(d) Auxiliary Members shall be family members (i.e., spouse and/or children) of a Primary Member. An Auxiliary of a Primary Member in good standing is given the right to vote and to be elected to hold office in this Association's level only, but cannot qualify for Life Membership.
(e) Life Members shall be men and women who have been engaged in the Telecommunications Industry for a period of forty (40) years and shall have been a Primary Member of The Frank H. Woods Chapter I.T.P.A., and/or the Frank H. Woods Telephone Pioneer Association for not less than fifteen (15) years.
(f) It shall be the choice of each member of this Association to take part in its activities, to act in whatever capacity he or she may be called, and to be loyal in thought and deed to the ideals of the Association and the program which it fosters and seeks to perpetuate.
2. Membership Dues
(a) Annual Dues
(1) Effective January 1, 1999, the annual membership dues shall be $20.00 for Primary Members, payable at and to the beginning of the calendar year. Thereafter, dues will automatically be adjusted to the National (ITPA level). Auxiliary Members and Life Members shall not be required to pay membership dues.
(b) Unpaid Dues
(1) Any member whose dues remain unpaid ninety (90) days shall be declared delinquent and the statement covering the amount of dues unpaid, with a copy of this Attachment, shall thereupon be mailed to such member by the Secretary. If the dues remain unpaid for an additional thirty (30) days, the delinquent member shall thereupon be dropped from membership and be notified by mail of such termination.
3. Qualifications for Board of Directors
(a) Must have been a Pioneer member in good standing for at least five (5) years.
(b) Must have served on a minimum of three (3) committees.
Ownership of all items that are displayed in or are a part of The Frank H. Woods Telephone Pioneer Association Inc. exhibit are to be transferred to and be displayed as a perpetual part of The Frank H. Woods Telephone Pioneer Museum Inc.
Should The Frank H. Woods Telephone Pioneer Museum Inc. become a defunct Corporation, ownership of all items, artifacts, records, etc., that are displayed or stored therein shall be transferred back to The Frank H. Woods Telephone Pioneer Association Inc. for disposition.