HOACGA By-Laws

HEART OF AMERICA CARNIVAL GLASS ASSOCIATION, INC.

A Missouri Not-For-Profit Corporation

(Revised 1/8/2026)

Article I

MEMBERSHIP

Section 1: CLASSES AND QUALIFICATIONS. The membership of the Corporation shall consist of two classes: Regular Annual Members and Honorary Annual Members.

Regular annual membership is open to individuals who pay annual dues.
Honorary Annual Members, selected and approved by the Board of Directors
- Will not pay dues
- Will not be eligible to vote
- Will not be eligible to hold a position as an Officer or member of the Board of Directors.
By paying dues, an Honorary Annual Member can become a Regular Annual Member.

Section 2: VOTING.

Except as provided by the Statute or the Articles of Incorporation, and subject to the provisions of these By-Laws:

Each Regular Annual Member shall, at every meeting of the Membership, be entitled to one vote on matters submitted for a vote to the Membership.
At all meetings of the Membership, except as required by the Statutes, by the Articles of Incorporation, or by these By-Laws:
- Matters shall be decided by the vote of a majority in the interest of the Members entitled to vote and who are present in person.
- No voting by proxy shall be allowed.

Section 3: DUES.

Regular Annual Members are required to pay dues in amounts and at times determined by the Board of Directors.

The Board of Directors will review dues at each Annual Meeting of the Board.
Dues will be collected in May of each year, and/or at the time of the annual convention.

ARTICLE II

MEETINGS OF MEMBERS

Section 1: ANNUAL MEETINGS.

The time of the Annual Meeting shall be published in that year’s convention itinerary and the proceeding newsletter.

ARTICLE III

BOARD OF DIRECTORS

Section 1: GENERAL POWERS.

The property, affairs and business of the Corporation shall be controlled and managed by a Board of Directors consisting of the five (5) Officers and two (2) Directors as listed in Article V.

Officers will be elected at each Annual Membership Meeting and hold office for a term of two (2) years or until successors are elected and qualified.

Section 2: QUALIFICATIONS OF DIRECTORS.

Directors of the Corporation need not be residents of the State of Missouri.

Officers and Directors of the Board of Directors must maintain a standing as a Regular Annual Member.

Section 3: REMOVAL OF DIRECTORS.

At a meeting called expressly for that purpose, the entire Board of Directors or any member may be removed, with or without cause, by a majority vote of the Membership entitled to vote at an election of Directors.

Section 4: QUORUM.

A Board of Directors shall constitute a quorum at all meetings of the Board. The act of the board majority at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 5: VACANCIES.

Any vacant position on the Board of Directors can be filled by the Board of Directors.

Section 6: APPOINTMENT OF COMMITTEES.

At any meeting of the Board of Directors or as soon after such meeting as practicable, the Board of Directors may designate one or more committees, each of which shall consist of one (1) Officer and two or more Directors.

The Committee shall have and exercise the authority of the Board of Directors in accordance with the resolution establishing such committee.
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution of the Board of Directors.
Each committee will have the power to fill vacancies on the committee to meet the needs of the committee.
A majority of any committee will constitute a quorum for the transaction of business.

ARTICLE IV

Each committee shall consist of a designated number of Members and shall have:

The powers and duties as established by resolution of the Board of Directors.
Each other committee Member shall serve until his/her successor is appointed.
The President of the Corporation will be an ex officio member of each committee.

MEETINGS OF THE BOARD OF DIRECTORS

Section 1: ANNUAL MEETINGS. The Board of Directors shall meet:

For the transaction of business at the Annual Convention but before the Annual Meeting of the Membership:

Other Board of Director meetings will be held at such times as the Board or the President may, by resolution, determine from time to time.
Prior notice of Annual Meetings of the Board shall be as defined in Article II, Section I.

Section 2: SPECIAL MEETINGS.

Special Meetings of the Board may be called by the President or Secretary or by a majority of the Members of the Board upon:

Delivery of written or printed notice served personally, email delivered to each Officer and Director.

Notice of any Special Meeting shall be given at least five (5) days prior to the Meeting unless all Directors consent to an earlier scheduled meeting time.
If notice is given by email, it shall be deemed to be delivered when the email is sent.
Any Director may waive notice of any meeting.
The attendance of an Officer or Director at any meeting shall constitute a waiver of notice at such meeting, except where an Officer or Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at nor the purpose of any Annual or Special Meetings of the Board of Directors need be specified in the notice or Waiver of Notice of such meeting.

Section 3: PLACE OF MEETING.

Annual meetings of the Board of Directors shall be held at the Annual Convention. Special meetings may be held using an electronic medium available to all directors.

Section 4: QUORUM.

A quorum shall be considered having been met, for the transaction of business and the action a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by Statute, by the Articles of Incorporation or by these By-Laws.

In a case where less than a majority of the Board of Directors are present at a meeting, the meeting shall be adjourned without the transaction of any business.
Should any business take place without full participation of all Officers, the members present must ensure minutes are taken and delivered to the Secretary.

ARTICLE V

OFFICERS and DIRECTORS

Section 1: NUMBER.

The HOACGA Board of Directors shall consist of six (5) officers of the Corporation: President, Vice President, Secretary, Treasurer, Newsletter Editor.
Technology – A Technology Manager will be considered a member of the board in a non-officer position, and be assigned by the President with the Board’s approval.
In addition, there will be up to three (3) additional members of the Board, whose title shall be Director. No two or more offices may be held by the same person. This position shall be assigned by the President.

Section 2: QUALIFICATIONS, ELECTION AND TERM OF OFFICE.

Officers must be Regular Annual Members at the time of election and are elected to a two-year term.
Elections are alternated so the President and Secretary are elected in odd calendar years.
The Vice President, Treasurer, and Newsletter Editor are elected in even calendar years.
Failure to elect officers annually does not dissolve the Corporation.
Officers/Directors must be regular Annual Members at the time of election and are elected for a two-year term. A slate of eligible candidates will be presented for election:
In the newsletter prior to the annual convention.
At the Annual Meeting held during the annual Convention.
Candidates can volunteer or be recruited by an Officer of the Board.

Section 3: REMOVAL.

Any agent elected or appointed by the Board of Directors may be removed by the Board of Directors, where a majority has been met, whenever in the judgment of the required majority of the Board of Directors when:

The best interests of the Corporation will be served, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Any Officer may be removed in the same manner as a Director as provided in Section 3 of Article III.

Section 4: VACANCIES.

Vacancies among officers or directors resulting from any cause shall be filled for the unexpired portion of the term in the same manner provided for the filling of a vacancy on the Board of Directors as provided in Section 5 of Article III.

Section 5: THE CHAIRMAN OF THE BOARD AND THE PRESIDENT.

As elected by the Membership the President:

Will be the Chairman of the Board and subject to the direction and under the supervision of the Board of Directors.
Will have general charge of the business, affairs and property of the Corporation and control over the officers.
Will preside at all meetings of the Membership and of the Board of Directors at which he/she is present.
Will do and perform such other duties and may exercise such other powers as from time to time may be assigned to him/her by these By-Laws or by the Board of Directors.

Section 6: VICE PRESIDENT.

At the request of the President or in the event of his/her absence, disability, or refusal to act, the Vice President shall:

Perform all the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Have such powers and discharge such duties as may be assigned to him/her from time to time by the President or the Board of Directors.

Section 7: SECRETARY.

The Secretary:

Shall record all proceedings of the meetings of the Corporation, Membership and Directors in an electronic version.
Maintain a complete membership list of all those who are entitled to vote at meetings of the Membership.
Will maintain a complete membership list available for inspection by any member who may be present at such meetings.
Act as custodian of the records of the Corporation and the Board of Directors and of its Corporate Seal and shall affix the Seal to all documents the execution of which on behalf of the Corporation shall have been duly authorized.
Ensure all books, reports, statements, certificates and other documents and records required by law are maintained and filed.
Perform all duties and have all powers incident to the office of Secretary and perform such other duties and have such other powers as may from time to time be assigned to him/her by these By-Laws, by the President, or by the Board of Directors.

Section 8: TREASURER.

The Treasurer shall:

Have supervision of all corporate funds, securities, receipts and disbursements.
Cause all monies and other valuable effects of the Corporation to be deposited to its name and to its credit to such depositories as selected by the Board of Directors.
Maintain correct books of account, proper vouchers and other paper or electronic files pertaining to the Corporation’s business.
Render to the President or the Board of Directors, whenever requested, an account of the financial condition of the Corporation and of his/her transactions as Treasurer.
Perform such other duties and have such other powers as from time to time may be assigned to him/her by these By-Laws or by the President or the Board of Directors.

Section 9: NEWSLETTER EDITOR.

The Newsletter Editor shall:

Be responsible for organizing and publishing periodic newsletters, as set forth by the Board of Directors.
Perform such other duties as the President or the Board of Directors shall prescribe.

Section 10: EMPLOYEES/SALARIES.

No Officers shall be considered an employee of the Corporation, and the Corporation shall have no employees.
Compensation of all officers for services performed shall be fixed by the Board of Directors in the written minutes of the Corporation and may be changed from time to time by a majority vote of the Board.

ARTICLE VI

EXECUTION OF INSTRUMENTS, RECEIPTS and DISBURSEMENTS

Section 1: EXECUTION OF INSTRUMENTS GENERALLY.

All documents, instruments or writings of any nature shall be signed, executed, verified, acknowledged and delivered by such officer or officers of the Corporation and in such manner as the Board of Directors from time to time may determine.
All Corporate contracts entered on behalf of the Corporation must be reviewed and approved by a Board of Directors majority.

Section 2: RECEIPTS.

All cash, checks and electronic receipts given to the Corporation must be deposited directly into a bank account in the Corporation’s name.
Endorsements or instruments for depositing to the credit of the Corporation in any of its duly authorized depositories shall be made in the manner determined by the Board of Directors.

Section 3: DISBURSEMENTS.

All disbursements from Corporation funds must be fully supported by invoices and/or by resolutions made by the Board of Directors.

ARTICLE VII

DISTRIBUTIONS

No part of the income or property of the Corporation shall be distributed to the Members, Directors or officers of the Corporation.

ARTICLE VIII

CORPORATE SEAL

The Corporate Seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation as well the word, “Seal.”

ARTICLE IX

FISCAL YEAR

The fiscal year of the Corporation shall be established by resolution of the Board of Directors.

ARTICLE X

AMENDMENTS

Section 1: BY LAWS.

The By-Laws of the Corporation may from time to time be altered, suspended, amended or repealed.
Revised or new By-Laws may be adopted at an Annual or Special Meeting of the Board of Directors. where a quorum is present, by the affirmative majority vote of the Directors present at such a meeting.

Section 2: PLACE OF MEETING. Annual Meetings of the Membership shall be held at the Annual Convention as shall be published in a preceding newsletter and included on the itinerary of Convention Activities.

Section 3: QUORUM.

Except as otherwise provided by the Statutes of the State of Missouri:

The presence at any meeting in person of twenty-one Members entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business.
The vote of a majority of the Members in attendance at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Members, unless a greater proportion is required by the Statutes of the Corporation.
In the absence of a quorum, either a majority of the Members entitled to vote, present in person, or any officer entitled to preside or act as Secretary of such meeting may reschedule the Meeting from time to time for a period not exceeding ninety (90) days in any one case, and no notice need be given to Members not present at the meeting.
At the next meeting in which a quorum is present, any business may be transacted which might have been transacted at this meeting as originally called.

Section 4: ACTIONS OF MEMBERS WITHOUT A MEETING.

Any action required by “The General Not for Profit Corporation Law” of Missouri to be taken at a meeting of the Members of the Corporation, or any action which may be taken at a meeting of the Members:

May be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of the Members entitled to vote with respect to the subject matter thereof. The Secretary shall file such consents with the Minutes of the Meetings of the Members.

ARTICLE XI

MISCELLANEOUS

Section 1: TRADE NAMES.

The Corporation may operate or transact business under such certain trade names other than its corporate names as may be adopted by the Board of Directors. “HOACGA” is one such trade name.

Section 2: INSPECTION OF RECORDS BY MEMBERS.

The Corporation shall:
- Maintain correct and complete books and records of accounts and minutes of the proceedings of its members, Board of Directors and of any committee having any authority of the Board of Directors.
- The Corporation shall maintain a record of the names and addresses of its Members who are entitled to vote.
- All Corporate books and records may be inspected by any Member, his agent or attorney for any proper reason at any reasonable time and upon reasonable notice.

Section 3: LOANS TO OFFICERS PROHIBITED.

No loan shall be made by the Corporation to any of its officers, directors or members.

APPROVALS AND SIGNATURES

The above revised By-Laws have been reviewed and approved by the following members of the Board of Directors, on Thursday, July 16, 2026, at the annal meeting held in Cedar Falls, Iowa

2025-2026 HOACGA BOARD OF DIRECTORS

Joan Halliburton, President

Ed Strawn, Vice-President

Evonne Hendren, Treasurer

Kathi Johnson, Secretary

Gary Sullivan, Newsletter Editor