AMENDED BYLAWS OF THE ANTIQUE TRIBAL ART DEALERS ASSOCIATION, INC.

 

A Nonprofit Association

February 20, 1997

as 1st amended September 1, 2007

as 2nd amended July 2, 2010

As 3rd amended January 8, 2014

 

ARTICLE I

MEMBERSHIP

Classes of Members

Section 1. There are three (3) classes of members: Full Members (Dealers, etc.), Associate Members (Collectors, etc.), and Museum Members (Museum Personnel).

Requirements for Full Membership

Section 2 An individual or business entity of good character, reputation, and credit standing that has been actively engaged in an Antique Tribal Art – Artifact business for two years is eligible to apply for Full Membership. Book dealers, museum curators and directors, restorers, appraisers and auction houses engaged in the areas of Antique Tribal Art are eligible for Full Membership.

Requirements for Associate Membership

Section 3. Associate membership is available for collectors, beginning dealers (two years max.), and any other interested parties for yearly dues to be set by the Board, subject to the approval of the Board. The first year’s dues/fees shall be submitted with the application

Requirements for Museum Membership

Section 4. Museum membership is available to any museum or museum professional subject to the approval of the Board.

Definitions for the Purpose of Full Membership

Section 5. “Tribal” means a group of people with a shared culture.

Section 5.1. “Antique” material means material that is pre 1970. Exceptions will be defined in the vetting guidelines addendum.

Section 5.2. An Antique Tribal Art Dealer is an individual, partnership or Association actively engaged in buying and selling Antique Tribal Art and Artifacts.

Voting Rights

Section 6. Each Full Member of the Association shall be entitled to one vote on all matters coming before any meeting of the members of the Association.

Section 6.1. Associate and Museum Members are welcome to attend general meetings but shall not have the right to vote on matters of the Association.

Procedure for Election to Full Membership

Section 7. Each candidate for full membership must apply by completing an application and in addition, submit a recommendation from two Full Members who have been such members for two years. The name of the applicant and the name of the recommending members shall be circulated among the Members for comment. After thirty days all relevant information and Member comments shall be reviewed by the Board for a final decision to be made within a reasonable period of time. First year’s dues/fees shall be submitted with the application.

Individuality of Membership

Section 8. Membership in the Association is personal to the Member and cannot be assigned, devised, passed, sold or in any other manner transferred, directly or indirectly, to another individual or any business entity.

Notice of Election to Membership

Section 9. Each applicant elected to Full Membership shall be sent a notice of election.

Notice of Rejection from Membership

Section 10. Any applicant whose application for membership is rejected shall be so notified by the Board of Directors, and dues/fees shall be refunded. Such applicant shall be eligible to apply again for membership one year thereafter.

Forfeiture of Membership

Section 11. A Full Member or Associate Member shall be automatically removed as a Member for unexcused failure to pay such dues and assessments as owe after a period of ninety days after the notice of such amounts has been sent.

Removal from Membership

Section 12. A Member of the Association may be removed as a Member for an action or actions which adversely impact the welfare, character, or reputation of the Association. On receipt of a complaint to the Board against a Member, the Board shall determine whether an action warranting removal as a Member has been alleged. In such case, the Board shall notify the Member of the nature of the complaint and afford the Member an opportunity to write a response or appear in person to present his/her case. Upon consideration of the matter, the Board may, by vote of two-thirds of the Board of Directors, vote to remove such Member or take such other action as it deems appropriate.

Termination of Rights in Property

Section 13. Resignation, death, or removal shall terminate a Member’s rights in the Association, and shall terminate, as well, the right to display the Association’s plaque and the right to use the Association’s name and registered logo in any way.

ARTICLE II

BOARD OF DIRECTORS

Power of the Board

Section 1. The governance of the Association and the administration of its business and affairs shall be vested in a Board of Directors, which shall have and exercise all power and authority permitted by the Articles of Association and these Bylaws. The Board of Directors may make such rules and regulations for the management of the Association not inconsistent with the Articles of Association and these Bylaws as it may deem expedient.

Membership and Terms of Members

Section 2. The Board of Directors shall consist of the immediate Past President, the Executive Director, the Officers and the Chairs and Co-Chairs of the presently standing committees, and, in addition, up to thirteen At-Large Board Members, all of whom must be Full Members of the Association in good standing. Board Members shall serve terms of two years each, until their successors are elected. Members of the Board of Directors, except the Past President, the Executive Director, and the Chair or Co-Chairs of the Legal Committee, shall be elected under Article V.

Quorum

Section 3. At least fifty percent of the Board of Directors must be present to vote at all meetings. Once a quorum is present, each Director shall have one vote except in the event committees have Co-Chairs, there shall be but one vote between the Chair and Co-Chair. In the event that a spouse/partner team is elected to fill one position, there shall be but one vote between them.

Vacancies on Board

Section 4. In the event of a vacancy or vacancies among the Directors by reason of death, resignation, removal, or termination of membership, the vacancy or vacancies may be filled by candidate(s) selected by the Board of Directors to fill such vacancy or vacancies for the unexpired portion of the term or terms.

Removal of Directors

Section 5. Directors may be removed for cause by affirmative vote of three-fourths of the Members present at any regular or special meeting of the Association, notice of which shall include a statement of such proposed removal and no Director shall be removed without first being given the opportunity to be heard prior to the meeting at which the question of his/her removal is decided.

Limitation on Authority to Incur Debt

Section 6. The Board of Directors shall have no authority or power, except by special vote of the Full Members, to make it liable for any debt beyond the amount of money which may be at the time in the Treasurer’s hands and not needed for the discharge of existing debts or liabilities. The Board of Directors from time to time may establish annual dues and entrance fees for membership in the Association, provided annual dues and entrance fees shall not take effect until at least two months subsequent to the action of the Board of Directors in fixing such annual dues and entrance fees after notice to the membership of the Association by publication on its website or in the ATADA News.

ARTICLE III

Officers and other Committees

Section 1. The Board shall elect Officers from its Board members consisting of a President, Vice President, and Treasurer to govern the Association on a day-to-day basis. The President may appoint from its Board, Committee Chairs as he/she deems necessary for the running of the Association.

Section 2. The Board of Directors may establish as the occasion arises, Committees which shall be constituted and which shall have such powers and duties as may be provided for by the Board of Directors. Any Member of the Association is eligible for membership on any Committee, but the Chair of each Committee shall be a member of the Board of Directors.

Section 3. The Board of Directors may appoint the following Committees:

  1. A Legal Committee
  2. A Membership Committee
  3. A Nominating Committee
  4. An Executive Committee whose membership is limited to voting members of the Board
  5. A Committee on Member Disputes
  6. Such other committees as the Board deems appropriate.

ARTICLE IV

OFFICERS

Number and Term

Section 1. The officers of the Association shall consist of a President, Vice President, and Treasurer, who shall also be members of the Board of Directors. The terms of the office of the President, Vice President, and Treasurer shall be two years, or until their successors are elected.

All officers shall be elected at or prior to the first meeting of the Board of Directors in an election year. The Board of Directors may appoint an Executive Director to hold office at the pleasure of the Board, who will be a non-voting member of the Board of Directors

Vacancies among Officers

Section 2. In the event of the death, resignation, removal, termination of membership, or inability to act, of any of the elected officers of the Association, a successor to fill the office so made vacant for the balance of the term shall be appointed at the time of a special meeting, phone, or email ballot called by the Board of Directors for the purpose of filling such vacancy.

Removal of Officers

Section 3. Elected officers of the Association may be removed for cause by the affirmative vote of three-fourths of the members present at any regular or special meeting of the Board of Directors, provided that the notice of such meeting shall include a statement of such proposed removal and no officer shall be removed without first being given the opportunity to be heard prior to the meeting at which the question of his/her removal will be decided.

Duties of President

Section 4. The President shall preside at all meetings of the Association and of the Board of Directors. In the absence of the President, or if the office is vacant, the Vice President shall preside, and in the absence of the President and Vice President, the Director elected by vote of the meeting shall act as Chair. The President shall perform such other duties and have such authority as from time to time may be assigned to him/her by the Board of Directors.

Duties of Vice President

Section 5. The Vice President shall, at the request of the President or in his/her absence or disability, perform the duties of the President. In the absence or disability of the Treasurer, his/her duties shall be performed by the Vice President. The Vice President shall perform such other duties and have such authority as from time to time may be assigned to him/her by the Board of Directors.

Duties of the Executive Director

Section 6. The Board may appoint an Executive Director who shall be a non-voting member of the Board. The Executive Director shall carry out the duties and responsibilities as adopted by the Board.

Duties of the Treasurer

Section 7. The Treasurer shall collect and keep all moneys of the Association and disburse them under the direction of the Board of Directors. The Treasurer may be supported by an accountant who is a non-voting member of the Board. He/she shall keep the accounts of the Association and shall make a report of its financial conditions at each annual meeting and shall send all notices and conduct all correspondence relating to the financial matters of the Association. The Treasurer’s accounts shall be audited in the manner hereinafter provided.

Section 7.1. At the end of each fiscal year, the Treasurer shall make a full financial report to the Board of Directors showing the total amount of cash in bank and on hand, accounts receivable and payable and the income and expenses for the year. The Treasurer shall make such interim reports as may be requested from time to time by the Board of Directors.

Auditor

Section 8. The Board of Directors may appoint an auditor or accountant who shall not be a Director, whose duties and responsibilities shall be as adopted by the Board.

Employees

Section 9. The Board may appoint employees or contractors of the corporation who shall not be voting members of the Board. Each employee shall have a written job description. Performance of each employee shall be reviewed annually in relation to his/her job description. Employees may be appointed to perform the duties of Executive Director, Treasurer’s Assistant, Assistant Webmaster, Graphic Designer, Calendar Editor, and such others as may be required. The Board may appoint an Executive Committee, among whose responsibilities include setting rates of pay and annual review of all employees.

ARTICLE V

ELECTION OF DIRECTORS

Time and Manner of Elections

Section 1. All Directors of the Association shall be elected by mail, phone or email ballot in the first month of each odd numbered year. The membership will be given at least 21 days in which to return their ballots. Ballots shall be returned to the Executive Director, who will record the results and who will certify the election results to the Board of Directors.

Selection of the Nominating Committee

Section 2. The Nominating Committee shall be appointed by a majority vote of the Board of Directors.

Duties of the Nominating Committee

Section 3. The Nominating Committee shall hold such meetings as it deems necessary to insure the discharge of the Committee’s obligations.

Section 4. The Nominating Committee shall present a slate of members recommended by it for election to the Board of Directors of the Association. The Nominating Committee shall present its recommendations in writing to the Executive Director prior to the fifteenth day of December prior to an election year and the Executive Director shall prepare the slate for presentation to members and post the list on the web.

Section 5. In addition to the slate presented by the Nominating Committee, any Full Member in good standing may submit any name of a Full Member in good standing, including his/her own, to the Association to be presented along with the Nominating Committee slate, for election. The signatures of two additional Full Members in good standing supporting such nomination(s) must be provided before the additional nomination(s) may appear on the ballot. Any such additional slate must be provided to the Executive Director on or before the 31st day of December prior to an election year.

ARTICLE VI

MEETINGS OF THE ASSOCIATION

Time of the Annual Meeting

Section 1. The annual meeting of the Members of the Association shall be held in August each year in Santa Fe, NM. The date and place may be designated by the Board of Directors.

Notice of Annual Meeting

Section 2. Notice of the annual meeting of the Members of the Association shall be published by mail or email and on the ATADA website no less than twenty-one days prior to the date of the election.

Special Meetings

Section 3. Special meetings of the Members may be called by the Board of Directors, by the President, or upon the written request of one-fifth of the Full Members. The Executive Director shall publish by mail, email or the ATADA website notice thereof thirty days beforehand to each member which shall state the purpose(s) for which the meeting is called.

Quorum

Section 4. One fifth of the Full Members, or fifty such members, whichever is less, shall constitute a quorum for the transaction of business at any meeting of the Association and a majority vote shall be necessary for the adoption of all matters voted upon except as otherwise herein provided.

ARTICLE VII

MEETINGS OF THE BOARD OF DIRECTORS

Annual Meeting

Section 1. The annual meeting of the Board of Directors shall be held at a time and place determined by it.

Regular Meetings

Section 2. Regular meetings of the Board of Directors shall be held at a time and place determined by it.

Special Meetings

Section 3. Special meetings of the Board of Directors may be called at any time by the President or by written request of three members of the Board. Special meetings shall be held at such place at such time as may be designated in the notice of the special meeting. Special meetings may be held by telephone or email with votes, if needed, sent by email or by telephone which will be recorded in minutes prepared by the meeting Chair or President.

Notice of Meetings

Section 4. Written or electronic notice of the time, place, and purpose of any meeting of the Board of Directors shall be sent to each member of the Board at least fourteen (14) days prior to the meeting.

ARTICLE VIII

AMENDMENTS

Section 1. Amendment to these bylaws may be adopted at any regular or special meeting of the Board of Directors, by a majority vote of all Directors actually voting provided that the notice for such meeting shall set forth a summary of any proposed amendments to be considered and acted upon. The President may also submit proposed amendments to the Directors for vote by mail or email.

ARTICLE IX

LIABILITY

Section 1. No director, officer, employee or Member of the Association shall have any personal liability whatsoever for any obligation of the Association.

Section 2. The Association shall indemnify and hold harmless any director or officer or former director or officer of the Association against any expenses, costs or attorney’s fees actually and reasonably incurred by him or her in connection with the defense of any action, suit or other legal proceeding in which he or she is made a party by reason of being or having been a director or officer of the Association. The indemnification provided herein shall include any amounts paid to satisfy any judgment or to compromise or settle any claim. No such indemnification shall be available, however, if the claim arises out of any act or omission constituting negligence or misconduct by such director or officer in the performance of his or her duties as director or officer.

Section 3. The Association shall have no liability for any representation by any Member of the Association with respect to any object sold, appraised, or reviewed by such Member, and no Member shall have any authority to make any representation to any person that any statement or representation by such Member is attributable to the Association or to its directors or officers, or that the Association or its directors or officers vouches for, guarantees or stands behind any such representation in any manner.

ARTICLE X

TRADE PRACTICES AND GUARANTEE

All Members of the Association shall conduct their business in accordance with the following standards:

Prices

Section 1. It is recommended that all merchandise displayed for sale by a Member in a show or a store open to the public bear a tag clearly stating the price of the item.

Invoices

Section 2. It is recommended that the buyer be provided with a complete invoice for every object purchased. This invoice should include:

  • A. Identification of the object including important identifying features,
  • B. Cultural attribution and approximate date,
  • C. A brief condition report
  • D. A brief history of the object, and
  • F. A copy of the ATADA Guarantee (below)

Any reservations as to the object’s history and any defects including restoration that may not be obvious to the uninformed Buyer should be clearly noted on the invoice.

Guarantee

Section 3. All Members of the Association shall guarantee the title, condition, and authenticity of every object sold by them, and shall agree to arbitration of any dispute related to the transaction,

in accordance with the following provisions, which provisions shall be made known to each Buyer in such manner as the Member sees fit:

GUARANTEE. In the Seller’s judgment as a dealer in objects of this kind, the information set forth in the Report is accurate. If the Buyer shows that such information is inaccurate in any significant way within one year from the date of purchase, the Seller will accept a return and offer a full refund, which the Buyer agrees to accept as full satisfaction. The returned object must be in the same condition as sold. The Seller also guarantees that the Buyer receives good title to the object. If there is evidence showing that Seller did not provide good title and the Seller is promptly so informed by the Buyer, the Seller will either remove any cloud on the title or accept return of the object and give the Buyer a full refund, at the Seller’s option. These guarantees extend only from the Seller to the Buyer named in the invoice.

ARBITRATION. Any disagreement relating to transactions between Buyer and Seller shall be decided by an arbitrator chosen by agreement of the Buyer and Seller. If the Buyer and Seller cannot agree on arbitrator, the dispute shall be decided by an independent arbitrator or arbitrators chosen by the Board of Directors. The Buyer and Seller agree to be bound by that decision. The Association shall not be held liable for the arbitrator’s decision.

Catalogue/Internet Sales

Section 4. All goods purchased by mail order may be returned by the Buyer for full refund in the event the Buyer is dissatisfied with the item on any ground. Any returns must be made promptly after receipt and inspection of the object.

Appraisals

Section 5. It is the professional responsibility of every Member to carry out appraisals with the utmost integrity. Fees for appraisals should be based on professional services rendered and expenses rather than on a percentage of the appraised value.

Disputes Among Members

Section 6. Where any dispute over a business matter arises between two or more Members of the Association, those Members will seek mediation first then binding arbitration by the President and the Board of Directors of the Association or by the Committee on Member disputes and agree not to take any such disputes into the courts or other outside forums.

ARTICLE XI

VETTING GUIDELINES FOR ATADA

ATADA Sponsored Shows

Section 1. Because of the diversity of material handled by Members, exceptions to only pre-1970 material have been made.

  • A. Southwest Indian and Mexican jewelry and objects that are post 1970 are permissible.
  • B. Material from other than North America (Africa, Indonesia, Amazon River, etc.) may be post 1970 if it conforms to traditional design and was made for use within the group and shows evidence to that use.
  • C. The post 1970 work of innovators in their field will also be acceptable. For example, Maria Martinez, Margaret Tafoya, Alan Houser, Helen Hardin, Charles Loloma, Kenneth Begay, Helen Cordero, etc.
  • D. Recommendation for other exceptions should be addressed to the Board.
  • E. Items adorned with or made utilizing human body parts may not be displayed or offered for sale at sponsored shows. This does not include human hair.
  • ***End of ATADA Bylaws as 3rd Amended, 8 January, 2014***