CTSS Bylaws

ARTICLE I: NAME AND LOCATION

Section 1:

The name of this Association shall be: The Connecticut Society of Santas (CTSS), a non-stock organization formed under the Connecticut Revised Non-stock Corporation Act.

Section 2:

The official location of this Association is Georgetown, Connecticut

Section 3:

The mailing address for all Association purposes is: c/o William Dexter, PO BOX 338, Georgetown, CT, 06829-0338.

This mailing address may be changed, for the convenience of the elected Board of Directors, to a different address within Connecticut, upon adequate notice to the membership, without amending these bylaws.

ARTICLE II: PURPOSE

Section 1:

CTSS shall be organized exclusively for charitable purposes under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code). 

The objective and purpose of CTSS is to provide opportunities for members to promote the positive image of Christmas and to serve the community by providing Santa, Mrs. Claus or Elf services for as many community service groups and organizations as possible.  CTSS seeks to enhance the spirit of Christmas by fostering the spirit of fellowship among its members and community service groups and organizations.

ARTICLE III: MEMBERSHIP

Section 1: Full

Full membership shall be open to any person subscribing to the goals and tenets as defined in Article IV and /or who appears as Santa, Mrs. Claus and/or an Elf.  Members shall maintain membership by paying current annual dues as fixed by the Board of Directors.

Section 2: Dues

Annual dues for the calendar year, as approved by the Board of Directors, shall be due from each full member by January 31st of each year. Dues received with new membership applications shall be considered dues paid for that calendar year. Dues will not be prorated.

Section 3: Status

If a member in good standing wishes to be listed on the CTSS website “Find a Santa” page, a yearly background check, insurance policy and $100.00 website listing fee must be submitted to the “Find a Santa” committee by January 31st of each year along with the annual dues and membership form.

Section 4: Voting

Each member in good standing shall have one vote. 

Section 5: Meetings

All members in good standing shall be welcome at any general membership meeting.

Section 6: Annual Meeting

There shall be a general membership meeting each October, or during any other month, as fixed by the Board of Directors.  The failure to schedule an annual meeting of the membership shall not imperil any actions of the organization.

ARTICLE IV: GOALS AND TENETS

Section 1:

We foster the spirit of Christmas and the love of children by providing quality services to a wide range of community service organizations, including, but not limited to, Hospice, Visiting Nurses, Boys and Girls Clubs, Hospitals, Scouting Groups and Churches, without regard to denomination.

Section 2:

We pledge to maintain the Santa, Mrs. Claus or Elf persona, and to be vigilant of our image at all times.

Section 3:

We pledge to help each other in the best interest of serving children and the community.

Section 4:

We agree to refer to other members for appearances we cannot accept.

Section 5:

We respect and encourage each member’s individual approach to their portrayal of Santa, Mrs. Claus or Elf.

Section 6:

We seek to learn new skills to enhance our ability.

ARTICLE V: BOARD OF DIRECTORS

Section 1: General Powers

Subject to the provisions of the State of Connecticut Revised Non-stock Corporation Act and any limitations in the Articles of Incorporation and/or these Bylaws relating to action required to be approved by the membership, the business and affairs of the association shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. All members of the Board shall be members in good standing.

Section 2: Powers Regarding Negotiable Paper

The Board may authorize the making, signing or endorsing of checks, drafts, notes and other negotiable papers or instruments for the payment of monies, and designate the person(s) who shall be authorized to make, sign, or endorse the same on behalf of the association.

Section 3: Number and Term of Directors

  1. The authorized number of Directors at Large shall be no less than three (3) nor more than fifteen (15) members in good standing, elected from the membership as determined necessary or desirable by the sitting Board of Directors or by two-thirds (2/3) vote of the membership.

  2. To ensure continuity of leadership, the term of each Director shall be three (3) years and for as many successive terms as elected. Elections will be held every three (3) years.

Section 4: Chairman of the Board

  1. The Chairman of the Board will be appointed by the Board of Directors and is a lifetime appointment.  The Chairman will only vote in an election to cast a deciding vote. Upon appointment, the new chairman shall assume his duties immediately.

  2. The Chairman shall schedule, prepare the agenda for & preside at all Board meetings, and coordinate with the President to ensure the orderly implementation of Board decisions. 

Section 5: Vacancy

Vacancies arising on the Board shall be filled by appointments made by the Board members for the balance of the unexpired term. A vacancy shall be deemed to exist upon the death, resignation or removal of any elected Director.

Section 6: Meetings and Quorum

The Board of Directors shall meet at least annually, or as deemed necessary by the Board and/or the President. Meetings may be held at any location, or by teleconference. A simple majority of the total Board members shall be the quorum required to transact business.

Section 7: Removal of a Director

The Board, by two-thirds (2/3) written vote of the Directors present at any officially announced meeting, may remove any Director for excessive absences or for engaging in activity deemed by the Board to conflict with the spirit of the association or to be in direct disregard of the goals and tenets of this association as specified in Article IV. Excessive absence is defined as being absent from three (3) consecutive officially announced meetings without the approval of the Board.

Section 8: Compensation

The Directors shall receive no compensation for serving as Directors. However, Directors, Officers and/or Committee Members, may receive reimbursement for actual and necessary expenses incurred organizing, training or attending events, with approval of the Board. 

ARTICLE VI: ELECTIONS

Section 1: Nominations

  1. Nominations of members in good standing, for the offices of CTSS, shall be solicited by the Elections Committee via email and at the time of the Annual Picnic in election years. 

  2. Nominations shall be tallied by the Elections Committee by October 1st. of the election year. 

  3. The Committee shall certify each nomination and submit its finalized nomination list to the Board of Directors, no later than October 15th.

  4. To be qualified, each nomination must submit a head-shot type photo.

  5. Each member in good standing will receive notice announcing qualified candidates. The qualified candidates will be posted on the CTSS website with their photos for membership consideration.

Section 2: Voting

  1. Ballots shall specify the list of offices and length of term.  A photo, as submitted by each candidate, shall appear with each candidate’s name. Space will be allotted for write-in votes.

  2. Ballots shall be distributed by email to all members in good standing four (4) weeks prior to the election.

  3. Each member in good standing may submit one and only one ballot to the Election Committee.  One or more candidates may receive a vote on each ballot, up to the total number of openings for that election. A ballot shall not be considered if there are more votes than open positions. The ballot should be filled out, and returned by email or USPS, United States Postal Service to the Election Committee Chairman at least two (2) weeks prior to the election.

  4. Subsequent ballots submitted by the same member shall be void.

  5.  Qualified candidates receiving the highest number of votes shall be considered elected.  In the event of a tie, the Chairman of the Board will cast the deciding vote. An election announcement and presentation of newly elected officials will be made at the Workshop Weekend banquet on Saturday evening prior to festivities.

ARTICLE VII: OFFICERS AND RESPONSIBILITIES

Section 1: Officers and Terms

  1. The officers of CTSS shall be President, Vice President, Secretary, Treasurer, plus other positions as the Board deems necessary. Officers shall be members in good standing.   

  2.  The term of office shall be a three (3) year term, coincident with the election of Directors. No Officer shall serve in the same office for more than four (4) terms unless no other member is willing and qualified to assume that office.

Section 2: Election of Officers

The newly elected Directors shall be seated at the first Board meeting following elections, and will assume their duties immediately. 

Section 3: President

Subject to the approval of the Board, the President shall have the authority to represent the association and shall generally supervise, direct and manage the business and the officers of the association, overseeing all activities. He shall attend all announced meetings of the Board of Directors. With Board approval, he shall have the power to establish committees. 

Section 4: Vice President

The Vice President shall preside and discharge the duties of the President in the President’s absence or inability to perform his duties. He shall have such other powers and perform such other duties as may be prescribed by the Board or the President. 

Section 5: Secretary

The Secretary shall give notice of all meetings, shall attend all Board meetings, ensure a true and accurate record of all Board proceedings, and submit those records for Board approval in a timely manner. Upon approval, the Secretary shall ensure availability of minutes to the general membership. The Secretary shall also be responsible for association correspondence as instructed by the Directors or Officers.

Section 6: Treasurer

The Treasurer shall be responsible for collecting dues, and all other monies due the association, and the deposit of these and other valuables in the name and to the credit of the association. The Treasurer shall maintain the association account records, pay outstanding invoices as approved by the Board, and maintain receipts and records of all transactions. The Treasurer shall submit a current financial report to the Board, at all announced Board meetings, and shall ensure the preparation of accurate financial reports as required by the State and Federal governments. The Treasurer shall also prepare an annual, fiscal year-end report to be presented to the Board of Directors at the first announced Board meeting after January 15 of each year.

ARTICLE VIII: COMMITTEES  

Section 1:

There shall be two (2) standing committees which shall consist of members appointed by the Board. Each committee shall choose its own Chair. 

  1. The Membership & Election committees shall be merged for greater continuity in regard to membership, activities, election information, nominations & ballots.
    It will seek to increase membership, maintain the Membership Roster with current information of all members.
    It shall notify membership of all activities and benefits, provide information about CTSS & help prospective & new members learn about the privileges & responsibilities of membership.
    It will also solicit qualified nominations for open positions, in accordance with Article VI, Section 1.
    This committee shall distribute ballots to the membership in accordance with Article VI, Section 2.
    This committee is responsible for collecting, verifying, counting ballots & reporting results to membership.

  2. The Activities Committee shall coordinate with various community service groups and organizations to offer CTSS services, whenever possible.  The committee shall also plan and coordinate events for the members.

Section 2:

Additional standing committees may be authorized by majority vote of the membership or the Board of Directors, without amending or revising the bylaws.

Section 3:

Committee membership shall be open to as many full members as the committee Chair deems necessary or desirable.

Section 4:

Ad Hoc committees may be appointed by the officers or the Board of Directors, to research, report on, or propose action on items of special interest or concern to the membership, including, but not limited to, dues, income generation, disbursements and by-law amendments or revision. Each committee shall choose its own chair.

ARTICLE IX: FISCAL YEAR

Section 1:

The fiscal year of this association shall be January 1 through December 31 of the calendar year.

ARTICLE X: CONDUCT OF MEETINGS

Section 1:

“Robert’s Rules of Order” latest edition shall be used as the guide in the conduct of all meetings, except when in conflict with these Bylaws or with the laws of the State of Connecticut.

ARTICLE XI: INSPECTION BY DIRECTORS

Section 1:

Every Director shall have the absolute right, at any reasonable time, to inspect all books, records and documents of every kind and the physical properties of the association. This inspection may be made in person or by an agent or attorney and includes the right to copy and make extracts of documents.

ARTICLE XII: DEDICATION OF ASSETS AND DISSOLUTION

Section 1:

The properties and assets of this nonprofit association are irrevocably dedicated to public, educational or charitable purposes. No part of the net earnings, properties or assets of this association shall insure to the benefit of any private person or individual.

Section 2:

In the event of the dissolution, any assets remaining, after the payment of all outstanding debts and liabilities, shall be donated to the Christmas Village of Torrington, CT, if that organization shall at the time qualify as an exempt organization or organizations under Section 501(c)(3). If this is not possible, the remaining assets shall be donated to another nonprofit children’s organization selected by the Board which shall at the time qualify as an exempt organization or organizations under Section 501(c)(3). 

ARTICLE XIII: ADOPTION, AMENDMENTS AND REVISION

Section 1:

These Bylaws and the Articles of Incorporation shall be adopted by vote of two-thirds (2/3) of the Board of Directors at its initial meeting.

Section 2:

These Bylaws and the Articles of Incorporation may be amended or revised only by two-thirds (2/3) of the Board of Director.

 Section 3:

Proposed amendments or revision, approved by the Board, may be submitted electronically, or by Postal Service, to the entire membership in a timely manner.