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ARTICLE I. NAME. The Society shall be known as "The Montgomery County Historical Society."
ARTICLE II. OBJECTIVES. Its objectives shall be: ADVANCE \d6
custody and control of, historic spots and places.
ARTICLE III. MEMBERS.
Sec. 1. Members shall be those persons who have paid their annual dues, including life members who shall be exempt from the payment of annual dues. Life membership fees shall be determined, from time to time, by majority vote of a quorum the Board of Trustees.
ARTICLE IV. MANAGEMENT.
Sec. l. The property of the Society shall be vested in, and the affairs of the Society conducted by, a Board of Trustees to be elected by the Society. Vacancies on the Board of Trustees shall be filled by a majority vote of a quorum of the members of the Board, the appointee to hold office until the next annual meeting of the Society.
Sec. 2. The Board of Trustees shall have power to suspend or expel members of the Society for cause by a 2/3 vote of a quorum of the Board of Trustees, and to restore them to membership after suspension or expulsion by the same vote. No member shall be suspended or expelled without first having been given notice and ample opportunity to be heard in his or her own defense.
Sec. 3. The first Board of Trustees shall consist of those designated in the certificate of incorporation, and they shall hold office until the first annual meeting of the Society in February 1905, at which time their successors shall be elected. Immediately after the election in February, 1905, the persons chosen to act as trustees shall by lot divide themselves into five classes: five each, such classes to serve respectively for one, two, three, four and five years. At each annual meeting thereafter the Society shall elect five members to serve as trustees for the ensuing three years, to fill the places of the class whose term then expires.
Sec. 4. The Board of Trustees shall have no power to bind the Society to any expenditure of money beyond the actual resources of the Society.
ARTICLE V. OFFICERS.
Sec. 1. The officers of the Society shall be a President, a Vice-President, a Treasurer, and a Secretary all of whom shall be elected by the Board by its own members, at the annual meeting, and shall hold office for one year, or until their successors are chosen.
Sec. 2. The Board of Trustees may appoint such other officers, committees, or agents, and delegate to them such powers as it sees fit for the prosecution of its work.
Sec. 3. Vacancies in any office or committee may be filled by a majority vote of a quorum of the Board of Trustees.
ARTICLE VI. FEES AND DUES.
Sec. 1. Each person being elected to membership shall pay annual dues as established, from time to time, by a majority vote of a quorum of the Board of Trustees, to be paid on a date certain as established by a majority vote of a quorum of the Board of Trustees. Categories of membership shall be established from time to time, by a majority vote of a quorum of the Board of Trustees.
Sec. 2. The Board of Trustees shall have power, by majority vote of a quorum of the Board of Trustees, to excuse the non-payment of dues for reasonable cause, and to suspend or expel members with due process for non-payment when their dues remain unpaid for more than six months.
ARTICLE VII. MEETINGS.
Sec. 1. The annual meeting of the members of the Society shall be set by a majority vote of a quorum of the Board of Trustees. Notice of the annual meeting shall be sent to each member by mail or e-mail at an address designated by the member at least ten days prior to the annual meeting. The quorum for the annual meeting will be 10 members and that number of members shall represent a duly constituted meeting.
Sec. 2. Special meetings of the Society may be called at any time by a majority vote of a quorum of the Board of Trustees, and must be called upon the written request of twenty five (25) Society members. The notice of such meeting shall specify the object of the meeting, and no business shall be transacted at the special meeting excepting that business designated in the notice. Any special meeting called by the members requires a quorum of twenty-five (25) members to conduct the special meeting and that number shall represent a duly constituted special meeting.
ARTICLE VIII. SEAL.
The Seal shall be round, and shall bear on its outer edge the words: "Montgomery County Historical Society 1904."
ARTICLE IX. AMENDMENTS.
Amendments to the Constitution may be made at any annual meeting of the members of the Society or at a special meeting called for that purpose. Notice of a proposed amendment, with a copy of the proposed amendment, must have been mailed or e-mailed to each Society member at the address designated by the member at least thirty (30) days before the day the annual or special meeting is to take place. The adoption of an amendment shall require the favorable vote of two-thirds of the members present at a duly constituted meeting or duly constituted special meeting of the Society.
Adopted 12/8/09 BY-LAWS tc \l1 "BY-LAWS
ARTICLE I. MEMBERS.
Membership is by payment of dues or life membership, as set by a majority vote of a quorum of the Board of Trustees.
ARTICLE II. BOARD OF TRUSTEES.
Sec. l. The Board of Trustees shall consist of not less than 15 members and not more than 21 members elected by the membership for 3 year terms. As the current Board of Trustees terms expire, the subsequent terms shall be for 3 years, as the vacancies occur. Board members may serve three (3) consecutive three (3) year terms and then must step down from membership on the Board for at least one (1) year. Current members of the Board are grandfathered into their current terms until those terms expire.
Sec. 2. The Board of Trustees may make such rules for its own government as it may deem wise, which rules shall not be inconsistent with the Constitution and By-Laws of the Society. Seven (7) members of the Board of Trustees shall constitute a quorum for the transaction of business by the Board of Trustees.
Sec. 3. The Board of Trustees shall elect one of its own members to preside at the meetings of the Board in the absence of the President and Vice-President.
Sec. 4. The Board of Trustees shall, at each annual meeting of the Society, render a full report of its proceedings during the year last past.
Sec. 5. The Board of Trustees shall hold at least four meetings in each year, times and places to be set by a majority vote of a quorum of the Board.
ARTICLE III. PRESIDENT.
The President shall preside at all meetings of the Society and all meetings of the Board of Trustees, and perform such other duties as may be delegated to him or her by the Board of Trustees. The President shall be, ex-officio, a member of all committees.
ARTICLE IV. VICE-PRESIDENT
The Vice-President shall preside at any meeting of the Board of Trustees where the President is absent.
ARTICLE V. TREASURER.
Sec. 1. The Treasurer shall pay the day-to-day expenses, not to exceed One Thousand and 00/100 Dollars ($1,000.00), for any specific expenditure. Expenditures over One Thousand and 00/100 Dollars ($1,000.00) must be approved by vote of the majority of the members of Executive Committee. The Treasurer shall keep accurate books of account, which shall at reasonable times be open to the inspection of the Board of Trustees. The Treasurer shall present a full and comprehensive statement of the Society's financial condition, its receipts and expenditures, at each annual meeting, and shall present a brief statement to the Board of Trustees at each meeting. The Treasurer shall pay out money over One Thousand and 00/100 Dollars ($1,000.00) only on the approval of the majority of the Executive Committee or on the resolution of the Board of Trustees.
ARTICLE VI SECRETARY
The Secretary shall preserve accurate minutes of the transactions of the Society and of the Board of Trustees and of the various committees. The Secretary shall notify Society members and members of the Board of Trustees of meetings and perform such other duties as he or she may be directed to perform by the Board of Trustees. The Secretary shall be an ex-officio member of all standing committees.
The Executive Director of the Society, under the direction of the Secretary, shall have custody of all letters and communications on the business of the Society, and the Executive Director shall submit to the Society all communications received by him or her as such Executive Director. The Executive Director shall, under the direction of the Board of Trustees, prepare all communications to be addressed to others in the Society’s name, and keep true copies of such communications.
ARTICLE VII. EXECUTIVE COMMITTEE.
There shall be a standing committee comprised of the President, Vice President, Secretary and Treasurer who shall be denominated the Executive Committee. Such Executive Committee shall direct the business of the Society between meetings of the Board of Trustees, but shall have no power to establish or declare a policy for the Society or to bind it in any way except in routine work. The Executive Committee shall have no power to direct an expenditure greater than Five Thousand and 00/100 dollars ($5,000.00) without a vote of a majority of a quorum of the Board of Trustees.
ARTICLE VIII. PROCEDURE.
Sec. 1. The following, except when otherwise ordered by the Society, shall be the order of business at the annual meetings of the Society:
Sec. 2. The procedure at all meetings of the Society and the Board of Trustees, where not provided for in this Constitution and By-Laws, shall be governed by Roberts' Rules of Order.
Sec. 3. All elections shall be by ballot, except where only one candidate is nominated for an office. A secret ballot shall be implemented on the request of five (5) members.
Sec. 4. All notices shall be sent by mail or e-mail to the address provided by the Society member in his or her application for membership or in writing, by the Society member to the Secretary. It is the responsibility of the Society member to notify the Secretary , in writing, of any change of address or e-mail address.
ARTICLE IX. NOMINATING COMMITTEE.
A committee of at least three (3) and no more then five (5) providing that the committee always have an odd number of members shall be chosen each year by the President at least two (2) months prior to the Society’s annual meeting to nominate Officers and Trustees to be voted for at such annual meeting. The action of such committee shall, however, in no way interfere with the power of the Society to make its own nominations from the floor at the annual meeting.
ARTICLE X. AMENDMENTS.
These by-laws may be amended at any duly constituted meeting or duly constituted special meeting of the Society by a two-thirds vote of the members present as set forth in Article VII of the Constitution. Notice of the proposed amendment, with a copy of the proposed amendment, must have been mailed or e-mailed to each Society member at their designated address or e-mail address at least thirty (30) days before the day upon which the meeting is held for action on the proposed amendment. Adopted 12/8/09
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