Doc Maynard Historical Society
E Clampus Vitus® Chapter No. 54-40 Bylaws
By-laws Established: February 11th, 2011 (CY 6016)
Revised and re-written: September 4th, 2017 (CY 6022)
Adopted: January 6th, 2018 (CY 6023)
The Doc Maynard Historical Society, in conjunction with E Clampus Vitus®, unites fraternally in the spirit of historical preservation through civic engagement and philanthropy, leaving a written legacy of historical events and places through plaquing and monument construction, while always maintaining our resolve to care for the widders and the orphans…especially the widders.
Article I - NAME, TERRITORY, AND OBJECTIVES
(a) The name of this organization shall be The Doc Maynard Historical Society, Chapter No. 54-40, of the Ancient and Honorable Order of E Clampus Vitus®.
(b) The territory of Doc Maynard Chapter No. 54-40 shall consist of King, Pierce, Snohomish, Kitsap and Island Counties with a protectorate over the entire State of Washington.
(c) The objectives of Doc Maynard Chapter No. 54-40 shall be to place historical markers throughout the State of Washington, commemorating people, places, and events often overlooked by historians, and to support such charities as chosen by the Council of Graybeards.
Article II - BOARD OF DIRECTORS
(a) The Board of Directors (Board) and it progression, shall consist of the following:
Year 1 – Grand Noble Recorder (GNR)
Year 2 - Gold Dust Receiver (GDR)
Year 3 - Vice Noble Grand Humbug (VNGH)
Year 4 – Noble Grand Humbug (NGH)
Year 5 - Clampatriarch (XNGH)
After your year as Clampatriarch, you will achieve the honorable title of Dead Salmon, once you have coordinated and placed a plaque during your tenure on the Board.
(b) Requirements, responsibilities, and corrective actions for Officers
If any of the following should happen, it will be considered a voluntary relinquishment of your current position, and willing removal as an Officer and Graybeard.
1. Miss more than 3 meetings in the calendar year.
2. Miss any 2 consecutive meetings without good reason and prior notification of the Graybeards.
3. At a minimum, attend the 50% plus one events (all events on the calendar for at least 30 days) required to receive a Werk Party pin every year.
4. If you’re unable to make an event or meeting, prior notification must be given to the Graybeards, and you must arrange for another Brother or Officer to cover any duties you are responsible for.
5. Attendance at, and performance of your duties at all Doc Maynard Doin’s, the Widder’s Ball, and the Demotion Dinner as required.
6. For the NGH and VNGH attendance at Grand Council is required. Exceptions may be granted if approved by the Board.
(We request officers attend Grand Council all years to help support and run the chapter's hospitality suite, and help with the Hawker Box. With Grand Council being held in Sonora California, we want to make sure you understand the financial investment and time requirements associated with this annual event for us Washingtonians.)
Special considerations may be made in extenuating circumstances in regard to these requirements. Prior notification of any issues needs to be addressed with the Board immediately and will be evaluated on a case by case basis. If the issue of removal from office arises, the Officer in question will be able to state his case in front of the Board. The Board will review the case, and it will be resolved by private vote of the Board. (The offending Officer is not to be present during the vote as to avoid any hard feelings between Brothers)
Other responsibilities of the Officers include:
1. Maintaining an acceptable level of sobriety during all chapter functions.
2. Helping with setup and tear down at Work Parties, Parades, Doin’s, the Widder's Ball, and the Demotion Dinner.
3. At least one officer must have access to and be able to use a computer or email device, as many of the communications and events we put together are organized by email.
4. Each officer must represent the Chapter well in public, and at the many Work Parties and Parades we participate in.
5. Ability to organize and take charge of large groups when necessary.
6. Must be responsible at times for Chapter funds and making proper deposits or purchases on the Chapter's behalf. He must be willing to front his own money at times, knowing it may be days before being reimbursed by the chapter due to logistics.
7. He must also be willing to take on other duties at the request of the Board and/or the Council of Greybeards.
8. The Board must review current Bylaws and Roles and Responsibilities with each prospective candidate prior to consideration of placement.
(c) Only the Board of Directors has voting privileges during the Graybeard meetings. Dead Salmon will stand in an advisory roll only, unless Article II (e) is invoked, or vote is requested by all Council of Greybeards members on an issue by the current Board.
(d) *The Damn Fool Doorkeeper(s), the Grand Imperturbable Hangman, the Hawker, Clampchef, and Libationist, while not officers, will hold a spot as a “non-voting member” of the Council of Greybeards. They may be granted voting rights on matters concerning their position.
(e) Any 3 of the 5 Board members shall constitute a quorum for any purpose, at any time.
(f) If any vote, at any time is deemed detrimental to the Chapter or E Clampus Vitus®, an objection to the vote by 50% plus one Dead Salmon shall constitute a quorum, and may over rule any vote passed by the current Board of Directors. In the case of an overruled vote, the Council of Graybeards must come together to discuss and resolve the issue.
(g) New proposals by the Board that previously resulted in an overruled vote by the Dead Salmon must be presented to the Council of Graybeards. Any 3 of the 5 Board members and 50% plus one Dead Salmon shall constitute a quorum of the Council for re-voting purposes.
(h) If at any time an Officer is unable to uphold this commitment, we will quietly and respectfully handle the situation of a vacancy. In the event of a vacancy, all officers will advance to the next chair unless a request is made to stay in their current position.
(i) New Grand Noble Recorder (GNR) placement to be selected by the Board from two DFDK candidates holding office.
(j) No voting officer may hold more than one position on the Board.
(k) The outgoing Noble Grand Humbug shall serve as the Clampatriarch for the year immediately following his term as NGH.
Article III – POWERS AND DUTIES
(a) The venerable Clampatriarch, shall serve in an advisory capacity to the Noble Grand Humbug. If the Clampatriarch is the only Board member in attendance he will assume responsibility for all meetings and functions.
(b) The Noble Grand Humbug (NGH) shall, with the advice and consent of the Board and advice of the Dead Salmon, have the duty to oversee all activities conducted by the chapter and its members, to distribute various duties as he deems necessary, and to direct chapter and Board meetings on a monthly basis. He will make certain that the chapter is adequately represented at the annual Grand Council meetings. Each year the Humbug will in good faith attempt to organize and place at least one historic plaque somewhere within our protectorate.
(c) The Vice Noble Grand Humbug (VNGH) shall have the power and the duty to assist the Noble Grand Humbug (NGH) in every way possible, and shall chair meetings and functions in the event they are the ranking officer in attendance. The VNGH will assist to make certain that the chapter is adequately represented at the annual Grand Council meetings.
(d) The Gold Dust Receiver (GDR) shall have the power and the duty to record all monetary transactions, to make regular financial reports to the membership and the Council of Graybeards, and shall chair meetings and functions in the event they are the ranking officer in attendance. The GDR is responsible for maintaining $200 of the chapter’s money for making change.
(e) The Grand Noble Recorder (GNR) shall have the power and the duty to keep and record minutes of meetings, to keep files of correspondence and an updated mailing list, to assure that proper notices are given to members regarding upcoming events, and shall chair meetings and functions in the event they are the ranking officer in attendance.
(f) The Grand Imperturbable Hangman shall have the power and the duty to oversee the initiation of Poor Blind Candidates (PBC’s) in accordance with the established Grand Council guidelines for initiations. He will also ensure the ritual ceremony of the Hall of Comparative Ovations (HOCO) is properly coordinated. The Hangman may appoint at his discretion, with Noble Grand Humbug approval, a band of vigilantes to assist him in this effort and charged with maintaining decorum during initiations.
(g) The Damn Fool Doorkeeper(s) shall serve as Sergeant at Arms for the Chapter, and perform other duties at the request of the Board.
(h) The Dead Salmon shall serve in an advisory role to the Noble Grand Humbug, help plan, oversee, and council the Board and advise them in the strategic planning of events to ensure the stability and continuity of the chapter and the membership at-large. In addition, The Dead Salmon as a collective body shall appoint amongst themselves two Dead Salmon who shall serve as the chapter auditors to reconcile and audit the books on no less than a bi-annual basis.
(i) The Council of Graybeards (Council) shall consist of all Dead Salmon of Doc Maynard Chapter No. 54-40, its current Board, and those filling Board selected positions.
(j) The Chapter Hawker shall be responsible and accountable for all chapter merchandise and funds related to hawking. Requests for Hawker funds should be presented at the Graybeard meetings. The request will then be voted upon by the Board. The Hawker is responsible for maintaining $200 of the chapter’s money for making change. Financial reports, inventory, and confirmation of monies deposited will be reported by the following Greybeards meeting. Money should be reported and/or delivered to the Board by the closing of the event. All Hawker merchandise and funds are property of the Chapter. Hawker is responsible for recruiting and maintaining at least one assistant hawker, with approval of the Board, to ensure inventory is available at all Chapter meetings and events.
(k) The Clampchef shall be responsible for calculating, obtaining, and preparation of life sustaining proteins, and foliage required to maintain Clamp life. It will be prepared in a customary fashion, to appease the palate of even the most inebriated brother. The Clampchef is responsible for requesting funds at the Graybeard meeting prior to an event to purchase these life sustaining items. The Clampchef is also responsible for recruiting and maintaining kitchen staff to serve at each of the Chapter functions.
(l) The Libationist shall oversee the serving of beverages at chapter events, and recruit Libation assistants as necessary to provide back up in this high demand position. The libationist and his assistants, above all others, need to maintain a level of sobriety and decorum. The Libationist must maintain expected protocols as determined by the Board.
(m) The Hangman, The Hawker, The Libationist, and the Clampchef will be appointed by the Board, and each position is not limited to any specified tenure in office.
Article IV - ELECTION OF DAMN FOOL DOORKEEPER(S)
(a) In November of each year, members at-large shall assemble for the purpose of nominating one of the two Damn Fool Doorkeepers. Nominations will only be accepted at the November general meeting.
(b) Members being nominated must be present at the November meeting to accept the nomination. Candidates must be a member or associate member in good standing with Doc Maynard Chapter No. 54-40.
(c) Nominees for new DFDK must have been a member of E Clampus Vitus® for at least two (2) years and attended at least three Doc Maynard Doins since their initiation. You may nominate yourself. At the November meeting, all candidates must attend an informational meeting with the Board to be eligible for election.
(d) At the December meeting following the commencement of candidate campaigning, all members and associate members present will vote for the new Damn Fool Doorkeeper. Candidates must be present at December meeting for consideration.
(e) The new Damn Fool Doorkeeper will be announced at the Demotion Dinner in January of each year.
(f) The Board will be the only members privy to the results of the election after the December meeting. Any release of voting results to any other members before the Demotion Dinner in January, will result in the hanging/re-treading of the offending Board Member.
(g) Each Damn Fool Doorkeeper shall serve no more than a two (2) year term per office, commencing in January of each year and shall serve without pay.
(h) In the event of a vacancy in the chairs of either DFDK, a special election will be held no later than 90 days after the vacancy has been announced, and the terms of service will be defined by the Board. The newly elected DFDK will serve for the remainder of the 2 year term.
Article V – LIABILITY/INDEMNIFICATION
1. Liability insurance, as required by the Grand Council, will be maintained at all times. This duty is the primary responsibility of the NGH.
2. All rules and guidelines established by Grand Council concerning conduct will be strictly adhered to, with the consequences for violations which could include lawsuit, suspension or loss of membership, or both.
3. Membership is in compliance with the guidelines established by the Grand Council of E Clampus Vitus.
1. The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
2. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
3. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
4. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Article VI – CREDO QUIA ABSURDUM
(a) In as much as a set of rules or laws are intended to bring order out of chaos, it is in true clamp humor that the contrary sometimes reveals itself. "All members are officers, and all officers are of equal indignity."
Article VII – CHAPTER DISCIPLINE
(a) Any chapter member while representing ECV® in public or at ECV® sponsored events who by his actions, behavior, words, or deeds, brings discredit to the Doc Maynard Chapter or E Clampus Vitus® shall be called before a meeting of the Board for disciplinary action. The Board will strive to make all disciplinary action fair and consistent for all members.
(b) The Board shall have the power and authority to set a mandatory hearing regarding such actions.
1. If a probationary member violates any rules of E Clampus Vitus® or Doc Maynard Chapter No. 54-40 inside of the three hundred fifty-four day and 40 minute probationary period, there will be no warning; he will automatically receive punishment based on the offense.
2. If the member in question cannot attend a reasonably scheduled meeting or refuses to attend, a certified letter stating the board’s decision of punishment will be sufficient. The offending person will have thirty days to respond to the certified letter or the decision will be immediately enforced.
3. If a banned member can be proven worthy and find a sponsor in good standing with the chapter, the banned member may be granted new membership based on his application being reviewed and approved by vote of the Board, and no less than one year from the date of banishment from the Chapter.
(c) The Board shall have the power to dispense discipline to any member up to and including life time expulsion from all Chapter activities for misconduct following the progression of disciplinary action.
(d) The Board shall have the power to remove any officer from office for misconduct and ban him from any participation in chapter events for a period of up to one year.
(e) Any officer or board member removed from office, may only return to the Board by election to the lowest office in the line of succession after the term of suspension has been complete.
(f) E Clampus Vitus® members who are not Doc Maynard Chapter members who are involved in disciplinary issues or create concern at a Doc Maynard event may be banned from future Doc Maynard Chapter functions. The ECV® member in question will be reported to his home chapter for discipline, or to the Sublime Officers and Board of Proctors based on the severity of the incident.
Progression of disciplinary action as determined by severity of offense:
1. Warning - Any member violating section VII (a) will receive a minimum written warning concerning their actions.
2. Suspension - Any member violating section VII (a) having already been issued a written warning shall receive a 6 month to 1-year suspension based on the severity of the offense. The offending member will also be required to retread at the Fall Doin’s following the period of their suspension.
3. Expulsion/Banishment – Any member that does not comply with the disciplinary action that has been mandated by the Board, or continues to commit offenses requiring disciplinary action will be subject to expulsion or banishment from the Chapter and notification will be made to E Clampus Vitus® Inc. to review your status.
Incidents of physical violence or any action determined by the Board to be a major offense in public or at any official Chapter function may constitute immediate expulsion or banishment from the Chapter and notification will be made to E Clampus Vitus® Inc. to review your status.
Article VIII – POOR BLIND
CANDIDATES (PBC’s) AND NEW MEMBER PROBATION
(a) Poor Blind Candidates (PBC) shall be treated by and follow all Grand Council PBC initiation policy. *Please refer to current Grand Council initiation policy.
(b) New member shall serve a probationary period of Three Hundred Fifty-Four Days Forty Minutes and a Fifty-Four Seconds.
(c) Poor Blind Candidates should be treated with the same respect and consideration offered other members until they are turned over to the Hangman at the Doins.
Article IX – GENERAL MEMBERSHIP MEETINGS
(a) General membership meetings will be held monthly.
(b) The meeting day, time, and location will be posted on the Chapters online calendar.
(c) The meeting day, time, or location may change due to a conflict in scheduled events such as Grand Council, or incidence of inclement weather. Notification of any change in a regularly scheduled meeting will be posted to the online calendar, and sent by e-mail. An attempt will also be made to call and notify members without e-mail of the change.
(d) Meeting structure should be conducted as follows:
1. Call to Order
2. Flag Salute
3. Moment of Silence for Golden Hills
4. Roll Call of Officers
5. Reading of minutes from last meeting
6. Financial Report
7. Old business
8. New business
9. Raffle Drawing
10. Motion to Adjourn
Article X – BYLAW AMENDMENTS AND REVISIONS
(a) Only Doc Maynard Chapter No. 54-40 members and associate members in good standing and not under disciplinary action may propose or vote on an Amendment or Revision.
(b) All proposed Amendments or Revisions shall be submitted in writing to the Board. The proposer will be given the opportunity to make his proposal uninterrupted in the first general meeting it is proposed. The proposal requested in the first meeting will be presented at the following general meeting.
(c) The final reading of the Amendment or Revision proposal will be made at a third meeting, and brought before the general membership for discussion and vote at that meeting.
(d) Amendments or Revisions must be ratified by two/thirds of the eligible vote at the general meeting when the proposed Amendment or Revisions is scheduled to be voted upon. A majority vote of two/thirds shall be required for passage and adoption.