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BY-LAWS OF THE COLUSI COUNTY HISTORICAL SOCIETY (DRAFT 2005)
ARTICLE I
NAME AND LOCATIONSection 1. The name of this non-profit corporation shall be Colusi County Historical Society (pronounced co-loo-see). Section 2. The principal office for the transaction of the business of the corporation is to be, if feasible, located in the County of Colusa, State of California.
ARTICLE II
PURPOSESThe purposes for which this corporation is formed are as follows: 1. To encourage and foster study and research in the field of history, and more particularly the history surrounding and effecting that portion of the State of California included in the original county of Colusi. 2. To collect, to publish, and make available to persons or organizations, original materials and compiled materials having to do with the history of the original Colusi County. 3. To collect and preserve historical documents and historical objects, and to provide their exhibition. 4. To secure the loan of such historical documents and objects as cannot be acquired by the association, and to provide for a temporary or permanent public exhibition. 5. To acquire, own, operate, and maintain free museums or libraries for the proper collection, preservation, exhibition, and maintenance of historical objects, manuscripts, and documents. 6. To prepare and provide research and study programs for organizations and individuals interested in historical research.
ARTICLE III
MEMBERSHIPSection 1. QUALIFICATIONS. Any person or institution interested in the purposes of the Colusi County Historical Society may become a member. Section 2. APPLICATIONS. Application for membership shall be made by making payment of one year’s dues to the Membership Secretary. Section 3. FISCAL YEAR. The fiscal year shall be January 1st to December 31st. Annual dues are payable on January 1st of each year and become delinquent as of April 1st. Section 4. CLASSIFICATION. The membership consists of several classes as follows: Individual, Family, Affiliated Organization, Benefactor, and Patron. All classifications receive one vote and one copy per issue of the Wagon Wheels. Section 5. HONORARY MEMBERSHIPS. The Board of Directors may confer Honorary Memberships. Members chosen for Honorary Membership shall have full membership rights with no dues charged.
ARTICLE IV
DIRECTORS AND OFFICERSSection 1. BOARD OF DIRECTORS. There will be fifteen (15) Directors with staggered three (3) year terms. Five (5) terms will expire each year. The term starts at their election by the membership and ends three years later. Section 2. OFFICERS. Officers of this Society shall be President, Vice-President, Recording Secretary, Membership Secretary, and Treasurer. Section 3. SELECTION OF OFFICERS. The Board of Directors shall be elected by the general membership at the annual meeting. All officers of the Society shall be elected by the general membership at the annual meeting of the Society. The Officers shall serve for one year, the other Directors for three, with eligibility for reelection. Section 4. VACANCIES. In the event of a vacancy, due to death, resignation or refusal to act, the vacancy may be filled by majority vote of the remaining Directors, though less than a quorum, and each Director shall hold office for the unexpired term of the member who is being replaced. Failure to attend any Board meeting for one year and the failure to pay dues shall be considered refusal to act. Section 5. DUTIES. PRESIDENT. The President shall preside at all meetings of the Society. This officer may call Special Meetings, the quarterly meetings, and the annual meeting, subject to approval of the Board of Directors. The President shall appoint all committees and shall be an ex-officio member of these committees with the exception of the nominating committee. Section 6. DUTIES. VICE-PRESIDENT. In the absence of the President, the Vice-President shall perform all the duties of the President. The Vice-President may have duties which may be prescribed for this office by the Board of Directors. Section 7. DUTIES. RECORDING SECRETARY. The Recording Secretary shall record the minutes of all Society meetings. A copy of the minutes shall be sent to the President two (2) weeks after the meeting. The Recording Secretary shall be responsible for distribution of copies to the Board of Directors. Yearly, the Recording Secretary shall place the archival (as designated by the Board of Directors) minutes in the Society’s Historical Document Room. Section 8. DUTIES. MEMBERSHIP SECRETARY. It shall be the duties of the Membership Secretary to perform all secretarial functions other than those required by the Recording Secretary. These duties shall include, but not be limited to, the following: A. Send notices of Board meetings to the Officers and Directors upon directive from the President. B. Answer all communications relative to the program and activities of the Society. C. Process membership applications and maintain a current membership list. D. Prepare mailing labels and nametags as needed. E. Mail announcements of upcoming events to the membership. F. Receive and record all monies paid for memberships, meetings, etc., and provide the Treasurer with a detailed explanation (e.g. spreadsheet) and a receipt for all monies deposited. Section 9. DUTIES. TREASURER. The Treasurer shall keep a record of all properties and business transactions of the Society. The Treasurer shall disburse funds, and deposit funds in a Federally Insured Society account selected by the Board of Directors. Checks may be signed by the Treasurer or President. Financial statements shall be given at all regular Board meetings. The account books of the Treasurer shall be available to any member. The Board of Directors shall empower the Treasurer to act for the Society in Corporate matters, fees, etc., with the State of California. There shall be an annual independent audit of the accounts prior to the annual meeting. The results of the audit shall be available to all members. Section 10. DUTIES. BOARD OF DIRECTORS. 1. The Directors shall conduct and manage the affairs and business of the Society as set forth in Article IX of the incorporation. 2. The Board of Directors may authorize any officer/s to enter into any contract in the name of the Society. Such authority may be general or confined to specific instance. 3. The Board of Directors may select and remove agents and employees of the Society, prescribe such powers and duties for them as may not be inconsistent with the By-Laws, fix their compensation, and may require bonding of the employee or Officers as needed. 4. The Board of Directors shall set the dues.
ARTICLE V
MEETINGSSection 1. MEMBERSHIP. There will be three (3) regular membership meetings a year. One of these shall be the annual meeting held in the City of Colusa on a Saturday which is nearest in days to February 18th as possible, at a time designated by the Board of Directors. One regular membership meeting shall be held in Tehama County and one regular membership meeting shall be held in Glenn County. Written notice of the meetings shall be sent to the membership by the Membership Secretary. All notices shall be sent not less than three (3) weeks before the meeting. The annual meeting notice shall include the names of Officers and Directors to be elected at the annual meeting. Section 2. BOARD OF DIRECTORS. 1. Board of Directors meetings shall be held four (4) times a year at any place within the original boundaries of Colusi County. The Board shall meet immediately preceding the annual meeting in Colusa. The election of officers shall be confirmed at this meeting. 2. Special meetings of the Board of Directors may be called by the President, or if unable to do so, or refusal to act, the Vice-President or two Directors may call a Special meeting. Notice shall be sent to all officers and Directors at least 24 hours prior to the scheduled meeting time. This notice shall specify place, day, hour of such meeting, and the general nature of the business to be transacted. Section 3. QUORUM. Eight (8) members shall constitute a quorum for any meeting of the Board of Directors. Fifteen (15) members shall constitute a quorum for any business meeting of the membership.
ARTICLE VI
COMMITTEESSection 1. Committees of the Society may include, but not be limited to, the following: 1. Publications (Wagon Wheels) 2. Historical Document Room 3. Website (www.colusi.org) 4. Outreach (Ambassador Program) 5. Program and Publicity 6. Nomination Section 2. The chairman of committees shall be appointed by the President, as needed, and ratified by the Board of Directors.
ARTICLE VII
DISSOLUTION Section 1. Any real property, funds and personal property, purchased or otherwise acquired by the Society, shall be in the name of the Colusi County Historical Society. In the event of dissolution of the Society, the Board of Directors shall, after payment of debts and obligations of the Society, distribute the remaining assets to the organization/s qualifying at that time for tax-exempt status [501 (3) c]. The organization/s shall be chosen on the basis of activities and purposes related to education, museums, historical records, or history.
ARTICLE VIII
PARLIAMENTARY AUTHORITY Robert’s Rules of Order, current edition, shall be the authority governing all society procedures when not in conflict with these By-Laws.
ARTICLE IX
AMENDMENTS These By-Laws may be amended at any regular meeting of the membership by a two-thirds vote, provided the amendment/s has been presented at the previous regular meeting and all members have been notified.
Adopted: May 23, 1953
Amended: February 18, 1954 February 20, 1960 February 15, 1975
February 19, 2005 |