Civil War Dealers and Collectors Association
(CWDCA)
Code of Ethics
When conducting business with a CWDCA member you are dealing with a reliable individual who has made a commitment to service and who possesses the highest professional standards in the Civil War memorabilia marketplace.
All CWDCA Dealers
Will guarantee authenticity to the original purchaser.
Will conduct business honestly, fairly, and with integrity.
Will make every reasonable effort to promote customer satisfaction.
Will authenticate and accurately describe all Civil War related items they offer for sale.
By-Laws
ARTICLE I - NAME
The name of the organization is the Civil War Dealers and Collectors Association (CWDCA), a trade association and hobby group organized as a not for profit organization. The CWDCA was established in 2005.
ARTICLE II - OBJECTIVES
The objectives of CWDCA are:
A. To encourage the business and collection of original American Civil War artifacts and memorabilia.
B. To encourage all members to work for the good of collecting by promoting the honest trade of original Civil War artifacts and memorabilia.
C. To encourage all members to preserve, protect and study original Civil War artifacts and memorabilia, and to promote a general interest in American Civil War history.
D. To encourage all members to educate other dealers and collectors as well as the general public about the Civil War.
ARTICLE III - POLICIES
The policies of CWDCA are:
A. To work to protect the business and hobby of selling and/or collecting original Civil War artifacts and memorabilia from the proliferation of fake or fraudulent artifacts and memorabilia, and;
B. To exclude from membership all who are proven to have engaged in such inappropriate activities, and to inform the membership that such individuals have been excluded, and;
C. To maintain an ethics system to document and report all who have engaged in such inappropriate activities, and;
D. To expand the Hobby Protection Act of 1973 to include Civil War memorabilia and artifacts.
ARTICLE IV - MEMBERSHIP
Members shall be bound together by a common objective directed toward the collection and preservation of original Civil War artifacts and memorabilia. If the Board of Directors determines that a person has joined for other purposes, that person shall be excluded from membership.
The CWDCA shall have two classes of membership: Collector and Dealer.
A. Collector - To be eligible one must be interested in the collection and preservation of original Civil War artifacts and memorabilia, agree to abide by the CWDCA By-Laws and Code of Ethics, and be current in dues.
B. Dealer - To be eligible an individual or organization, must be engaged in the business of buying and selling original Civil War artifacts and memorabilia, agree to abide by the CWDCA By-Laws and Code of Ethics, and be current in dues.
C. Applicants for active membership shall apply on the form provided by the CWDCA with dues and fees established by the Board of Directors.
D. Any member may be removed from membership, for good cause, as determined by a two-thirds vote of the CWDCA Board of Directors. Any member removed from membership may be re-admitted by a two-thirds vote of the CWDCA Board of Directors if the former member re-applies no less than one-year after removal and demonstrates compliance with any conditions for re-instatement as set forth by the Board of Directors.
ARTICLE V - DUES
A. The fiscal year for the association will be the calendar year.
B. Membership dues shall be established by the Board of Directors.
C. Members shall pay annual dues and fees to the Treasurer.
1. Members shall be notified by mid-November each year that dues are due January 1.
2. If dues are not paid by February 15, a notice of delinquent payment shall be sent.
3. If payment is not received by April 1, the privileges of membership shall cease.
4. Privileges shall be reinstated upon payment of dues in arrears plus a reinstatement fee if established by the Board.
5. Death shall terminate membership, retires the membership number, and dues shall not be refundable.
ARTICLE VI - OFFICERS, BOARD OF DIRECTORS, ADVISORY COMMITTEE, TERMS, DUTIES
A. Debts - No officer shall contract debts or obligations in the name of CWDCA without the approval of the President or Board of Directors.
B. Terms - Except for the Executive Director, the terms of all officers shall be four years starting in odd numbered years.
C. Officers - The officers of the CWDCA are: Executive Director, President, two Vice Presidents, Secretary, Treasurer, the Chair of the Ethics Committee, the Chair of the Legal Advisory Committee, Webmaster, and two at large members shall comprise the Board of Directors. The CWDCA President is the Chair of the Board of Directors.
D. Term Limits - The terms of officers will be limited as follows:
1. The Executive Director shall be appointed and serve for a period of time deemed appropriate by the Board of Directors.
2. All other officers are limited to three consecutive four year terms.
E. Duties:
1. The Executive Director shall work to promote and protect the interests of the organization.
2. The President shall perform the following duties
a. Preside at all national CWDCA functions, business meetings and Board of Directors meetings.
b. Select a site for all association business meetings.
c. Send a call for all association business meetings.
d. Appoint, with approval of the Board of Directors, all committees and committee chairs including ethics, advisory committee, membership and recruitment, editor, nominations, parliamentarian, auditor, legal counsel, and association staff.
e. Make nominations to fill any vacancies on the Board of Directors.
f. Serve as an ex-officio member of all committees, except Nominating and Tellers.
g. Prepare messages as need for association publications.
h. Act as an alternate signer of checks and approve all payments.
i. Give 30 days notice of all Board of Directors meetings.
j. Provide direction for the association staff.
3. The Vice Presidents shall perform the following duties:
k. Member relations
l. Co-ordination of activities and programs as designated by the President.
m. Other such duties as assigned by the President and Board of Directors.
4. The Secretary shall have the following duties:
n. Sign all instruments requiring signature and have custody of all legal documents.
o. Keep minutes in a permanent record book.
p. Send minutes to the Board of Directors within 30 days of each meeting.
q. Be responsible for bookkeeping, and maintain necessary files for the orderly conduct of business.
r. Be responsible for correspondence concerning the affairs of CWDCA as directed by the President.
s. Keep an up to date record of all members and produce a roster.
t. Publish a list of new members on a regular basis.
u. Hold all election ballots for one year.
v. Verify, produce and distribute the ballot for CWDCA officer and by-law amendment elections.
w. Furnish current list of CWDCA members and numbers to the Tellers Committee as needed.
5. The Treasurer shall be bonded and have the following duties:
x. Have custody of and deposit funds in such banks as approved by the Board of Directors.
y. Issue receipts and obtain bills for expenditures.
z. Pay all approved bills in a timely manner.
aa. Annually publish the financial statement of the CWDCA.
bb. Maintain records of all debts and obligations.
cc. Present books for audit at the close of each term of office or on demand by the Board of Directors.
dd. Upon a change of office, deliver the new Treasurer all books, documents, records, and money.
ee. Maintain tax-exempt status as a 501 (c) 6 trade association with the Internal Revenue Service.
F. Advisory Committee
1. The Board of Directors shall appoint an Advisory Committee of no fewer than 5 members and no greater than 20 members.
2. The members of the Advisory Committee shall be made up of a combination of senior dealers, historians, and representatives of the museum field.
3. The Advisory Committee shall advise the Board and the association on how to benefit the profession as well as how to promote the proper preservation of Civil War artifacts and memorabilia.
4. Appointments to the Advisory Committee shall be for a four year term. Members of the Advisory Committee shall to limited to no more than three consecutive four year terms.
ARTICLE VII - MEETINGS, AUTHORITY, AND QUORUM OF THE EXECUTIVE BOARD
A. Meetings
1. At the call of the President.
2. At the call of a majority of the Board of Directors.
B. Authority - The Board of Directors will have general supervision of the affairs of the CWDCA. It is subject to the orders of the organization By-Laws.
1. Approve nominations of persons to fill vacancies on the Board of Directors.
2. Provide for auditing of the association's books.
3. Approve the bank for deposit of funds.
4. Approve a date, place, and fees for meetings.
5. Approve chair and members of each committee
6. Approve editor of association publications
7. Determine amount and approve bonding of the Treasurer.
8. Rule on applications for membership that have been challenged.
9. Review recommendations of the Ethics Committee on alleged violations of By-Laws and Code of Ethics, and determine if sanctions should be imposed. Possible sanctions include suspension of membership for a set period of time, or until specified conditions are met, or removal from membership. Sanctions will be imposed by a two-thirds vote of the Board members voting.
10. Create special committees as needed.
11. Acknowledge a vacancy in any office or committee for good reason.
C. Quorum - A quorum shall be 3 members of the Board of Directors.
D. Compensation - All officers shall serve without compensation. Normal expenditures in connection with their duties may be submitted to the President for approval and reimbursement will be made by the Secretary-Treasurer.
E. Presidential Disability - In the event the CWDCA officer is unable to fulfill his duties, a new officer will be elected to complete the term of office. The election shall be held within thirty days of the position being declared vacant. Announcement to the membership shall be within 30 days of the election.
F. Removal from Office - To remove any officer, any four members of the Board of Directors or 10 percent of the membership may petition to the Board of Directors through the President for removal of any officer. The officer whose removal is sought shall have 30 days from the date of notification to prepare response to the motion. Statements of both sides shall be mailed to the Board of Directors by a form of mail requiring acknowledgement of receipt along with a ballot to be returned within 20 days. A 2/3 vote of the Board of Directors shall be required to remove the officer in question. Notification of the results of the Board of Directors vote shall be provided to the officer in question within 30 days.
ARTICLE VIII - BUSINESS MEETINGS
A. Frequency and Location - The organization shall hold business meetings as necessary for the purpose of conducting association business.
B. Quorum - The quorum for any business meeting shall be a simple majority of the active members in attendance.
C. Certification of Members - Active members in good standing are entitled to attend and participate.
ARTICLE IX - PARLIAMENTARY AUTHORITY
A. Roberts Rules of Order, Revised shall govern in all cases in which they are applicable in which they are not inconsistent with these By-Laws or any other special Rules of Order the CWDCA may adopt.
ARTICLE X - AMENDMENTS AND REVISION
A. By-Laws - The CWDCA By-Laws shall be reviewed as needed by the Board of Directors. The Board of Directors can make recommendations for amendments or revisions to the by-laws which are deemed to be desirable or necessary. Additionally, any active CWDCA member may make recommendations to the current By-Laws by submitting them to the organization President.
B. General Revisions - When changes to the By-Laws are approved by a majority of the Board of Directors, they shall be posted on the organization web site and/or announced to the general membership by mail or email.
ARTICLE XI - CWDCA CODE OF ETHICS
A. The CWDCA Code of Ethics, as approved by the members of the CWDCA Board of Directors, shall be included in the By-Laws of the Association. The CWDCA Code of Ethics may be revised at the discretion of the Board of Directors. The Code of Ethics is exempt from the normal procedures for amending other sections of the By-Laws.
ARTICLE XII - DISSOLUTION
A. The CWDCA can be dissolved by a vote of 3/4 of the members. After fulfilling all obligations, any remaining assets of the CWDCA shall be donated in equal measure to the National Trust for Historic Preservation and the Civil War Preservation Trust.
ARTICLE XIII - JURISDICTION
A. The CWDCA operates under the laws of the Commonwealth of Virginia. The bylaws of the CWDCA may be subject to the review of the Virginia State Corporation Commission.
B. All disputes shall be adjudicated under that jurisdiction.
C. Arbitration is recognized as the preferable way to resolve disputes involving the association.