THE SOCIETY FOR THE PRESERVATION OF OLD MILLS

PURPOSE AND BY-LAWS

ARTICLE 1

NAME

Section 1. THE SOCIETY FOR THE PRESERVATION OF OLD MILLS, as chartered under the laws of the State of Maine, may be herein referred to as THE SOCIETY, or SPOOM.

 

ARTICLE 2

PURPOSE

Section 1. The purpose of THE SOCIETY is to advocate for the Preservation of Old Mills, inclusive of their structures, histories and supporting trades by promoting their importance and prominence within our Nation’s History through Old Mill News, the Archive and other means deemed suitable by THE SOCIETY.

 

ARTICLE 3

OLD MILLS DEFINED

Section 1. As applied within THE SOCIETY’S PURPOSE, the term “OLD MILLS” is defined as those structures powered by wind, water, or animal means, or originally so powered.

ARTICLE 4

MEMBERSHIP

Section 1. Membership in SPOOM is open to anyone within the categories of membership and at the level of dues as approved. The various categories and dues associated are subject to yearly review.

Section 2. The term MEMBER shall imply one in good standing with paid dues.

 

ARTICLE 5

ORGANIZATIONAL STRUCTURE

Section 1. Directors-at-Large shall number four (4) and hold the responsibility of overseeing THE SOCIETY, as described later.

Section 2. Officers shall be those of President, Vice-President, Secretary and Treasurer, each with responsibilities and the authority to execute based on duties later described. The Maine registered Agent shall hold ex-officio status.

Section 3. The Directors -at-Large and the Officers shall act together as the Board of Directors (BOARD) and shall administer THE SOCIETY in a manner within the scope of its Purpose, and acting together, approve all financial matters, policies, programs, and committees.

Section 4. Directors-at-large and Officers shall be elected for four (4) year terms by majority vote of the general membership in biennial elections that present alternating slates of candidates for each election cycle, one of which shall include two (2) Directors-at-Large and the offices of the President and Vice-President and the other of which shall include two (2) Directors-at-Large and the offices of Secretary and Treasurer. No member may serve more than two consecutive elected terms except for those elected as Secretary or Treasurer. Terms begin on January 1 following the election.

 

ARTICLE 6

DUTIES OF THE BOARD OF DIRECTORS

Section 1. Collectively, the Directors-at-Large shall oversee all activities and endeavors, officially adopted by the BOARD, to ensure compliance with THE SOCIETY’S non-profit status, stated Purpose and By-Laws. However, except as noted elsewhere in the By-Laws, they may not make unilateral decisions affecting any standing or future matters adopted by the BOARD.

Section 2. Collectively, the Directors-at-Large may engage together to discuss matters pertaining to the organization and afterwards inform the President of such discussions for the BOARD’S information and action, as appropriate.

Section 3. Individually, Directors-at-Large may communicate private opinions and suggestions apart from any collective decision of same.

Section 4. The President shall preside at BOARD meetings and otherwise communicate as appropriate with its members on issues arising or ongoing of concern to operational activities or procedures and shall monitor the assignments of staff and committees.

Section 5. The Vice-President shall preside at meetings in the absence of the President and otherwise assist the President with SPOOM business as assigned.

Section 6. The Secretary shall record the minutes of BOARD meetings and distribute same to its members in a timely matter to permit review and corrections as needed before approval at following meetings. Following such, summaries shall be available to all Society members by means set forth by the BOARD.

Section 7. The Treasurer shall have custody of THE SOCIETY’S financial records and shall receive, record, and deposit all revenues, pay all authorized expenditures, and keep a proper account of all income and expenses, subject to annual audit. The Treasurer shall prepare financial reports for BOARD meetings and shall prepare an annual report on major assets and liabilities for inclusion in Old Mill News. The Treasurer shall also consult with the Board members and Staff to prepare yearly operating budgets for BOARD approval before the calendar year expires

Section 8. The Resident Agent must reside in the State of Maine and, in conjunction with the Treasurer, prepare and submit THE SOCIETY’s Annual Report to the State of Maine. If the Agent cannot fulfill the duties, the Treasurer will file the necessary report, according to guidelines.

Section 9. Board members who are unable to fulfill the duties of their offices shall be subject to removal from those positions by a majority vote of the BOARD, excluding those officers of question.

Section 10. In the event any Board position becomes vacant for legitimate reasons, the President may appoint, with BOARD approval, a replacement for the balance of any term remaining, In the event of the President’s position being vacated, the Vice-President shall act as President for the balance of the term remaining, but if not feasible, the BOARD shall together decide the matter.

 

ARTICLE 7

MEETINGS

Section 1. The BOARD shall hold a minimum of four (4) per calendar year and otherwise additional meetings at the call of the President or as requested by three (3) or more or its members.

Section 2. One BOARD meeting shall be held in conjunction with an annual membership meeting at a place and date to be determined by the BOARD no later than three (3) months prior.

Section 3. A quorum of the BOARD shall consist of a minimum of five (5) members, and any binding official action will require a majority vote of those present.

 

ARTICLE 8

COMMITTEES

Section 1. An EXECUTIVE COMMITTEE, composed of the President, Vice-President, Secretary, and Treasurer, will have the authority to conduct business pertaining to pressing issues developing between Board meetings and will submit to the full BOARD a report of its meeting for review and approval before any related action is taken.

Section 2. A NOMINATION & ELECTION COMMITTEE of up to three (3) Members shall be appointed, according to the election cycle, by the President with the BOARD’S approval to solicit and prepare by a designated date a slate of member candidates for an upcoming election. The Committee shall then prepare a ballot and Board approved voting procedures to enable voting and tabulation, again by a designated date. All related necessary communication to the Membership will be by BOARD approved means.

Section 3. The ARCHIVES shall have an appointed and approved Archivist whose function is to promote the appropriate growth, care, access, and utilization of SPOOM’s archival collection, as contained in its approved Collections Policy.

Section 4. The COMMUNICATION of SPOOM’s activities, programs, and operations to Members is by Board approved means, including, but not limited by, its quarterly publication of OLD MILL NEWS, and its WEBSITE, www.spoom.org,

Section 5. Other STANDING COMMITTEES include those of MEMBERSHIP, MILL LIST, CONFERENCE, GRANTS, ADVERTISING, and BOOKSTORE.

Section 6. The Board may, at its discretion, retain, modify, or eliminate any Committee or create additional as appropriate to THE SOCITY’s Purpose.

 

ARTICLE 9

AFFILIATES

Section 1. SPOOM welcomes associations with organizational AFFILIATES whose Purposes align with that of THE SOCIETY.

Section 2. The term AFFILIATES, as used herein, applies broadly to any such entities, however titled.

Section 3. Such entities may, with permission of the BOARD, or as SPOOM members, use “SPOOM” and “THE SOCIETY FOR THE PRESERVATION OF OLD MILLS” in related and appropriate applications.

Section 4. It is to be understood that no AFFILIATE has legal association with the Society.

 

ARTICLE 10

AMENDMENTS TO THE PURPOSE AND BY-LAWS

Section 1. An amendment of THE SOCIETY’S STATEMENT OF PURPOSE must be initiated by the BOARD and voted on by the general membership through procedures established, and if passed by a two/thirds majority of respondents and approved by the BOARD, application to and approval from the office of Maine’s Secretary of State must be sequenced to enact the amendment.

Section 2. Any MEMBER may submit, in writing, a proposed amendment to the BY-LAWS to SPOOM’s Secretary, who will then distribute the proposal to the BOARD for review and action at its next meeting.

Section 3. If approved, the proposal shall be distributed to and voted on by the general membership through procedures established, A two-thirds majority of the respondents will be required for the proposal to be adopted and incorporated into the BY-LAWS.

Section 4. In an emergency, as it determines, the BOARD may take action that is not provided for or contravenes existing BY-LAWS. In that event, the BOARD shall make notice of such action to the general membership within sixty (60) days.

 

ARTICLE 11

DISSOLUTION

Article 1. THE SOCIETY may be dissolved at any time on the initiative of the BOARD by a two-thirds majority vote of the membership which had been notified of the impending action at least thirty (30) days prior to the vote.

Article 2. In the event of dissolution, assets (cash, records, and tangible property) shall revert to THE SOCIETY FOR INDUSTRIAL ARCHEOLOGY (S.I.A.) in accordance with the laws of the State of Maine, the state of incorporation of the Society.

 

 

Adopted September 19, 1981

Amended: June 5, 1982, September 18, 1987, March 22, 1992, March 1, 1996, September1, 2001, October 1, 2010, September 29, 2012, October 11, 2020, September 29, 2025.