BYLAWS OF THE
BLANCHARD HISTORICAL SOCIETY
BLANCHARD, OKLAHOMA
ARTICLE I - NAME
The name of this corporation shall be the BLANCHARD HISTORICAL SOCIETY.
ARTICLE II - PURPOSE/OBJECTIVES
1. This corporation is organized exclusively for educational, charitable, religious, scientific, and/or literary purposes. The nature of its business or purpose to be conducted or promoted shall be to bring together those people interested in the history of the Blanchard, Oklahoma area and its people.
2. To discover and collect any facts and materials that may help to establish or illustrate the history of the area, such as printed or manuscript materials, photographs, portraits, paintings, and other material objects illustrative of life, people, conditions, events, buildings, landmarks, monuments, markers, locations and activities in the past.
3. To provide for the preservation of such material and for its accessibility, as far as may be feasible, to all who wish to examine or study it.
4. To promote, provide, and assist formal and informal education about the history of Blanchard; to advance greater public appreciation and promote understanding of the importance and value of history.
5. To assist in or bring about the preservation of historic documents, buildings, landmarks, monuments, markers, and locations, including, but not limited to, acquisition of the property.
ARTICLE III - POLICIES
This incorporated society is organized not for profit. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
ARTICLE IV - MEMBERSHIP
SECTION 1 - Eligibility: Any person interested in the history of the Blanchard, Oklahoma area who applies for membership in any classification of membership or who desires to join for any reason and who tenders the necessary dues shall thereby become a member.
SECTION 2 - Classes of Membership: There will be three classes of annual and lifetime membership; individual, husband & wife, and corporate/business/organization.
SECTION 3 - Dues: The amount of dues by class will be as follows: Individual $15 annually or $200 lifetime; Husband & Wife $25 annually or $325 lifetime; Corporate $25 annually or $325 lifetime. Payments for lifetime membership will be payable in one payment. Annual membership will be from January 1 through December 31 for the year of application. Persons becoming annual members after June 30 and before the annual business meeting of the calendar year will be required to pay half of the dues for that year; after the December annual business meeting, payment for full year’s dues will be considered for the next calendar year. Renewal of membership not made by January 31 will place the member in an inactive status. If renewal is not made by March 31, inactive members will be removed from the membership rolls. Members removed from the rolls may be reinstated upon full payment of dues. The amount for dues may be changed by a majority vote of the members at an annual business meeting of the membership.
SECTION 4 - Waiver of annual dues: The board of directors, by a majority vote, may waive the following year’s annual membership dues for a general member or individual, who actively donates time, skills or materials to help the society meet its purposes, goals and objectives.
SECTION 5 - Rights of membership: All active members will have the right to vote in the election of officers at the annual business meeting. Individual members will be entitled to one vote; husband and wife to one vote each; corporate members will be entitled to one vote by an individual designated by that organization. Members may be nominated to fill officer positions in the society. Members may serve in appointed positions and as committee members.
SECTION 6 - Memorial Contributions: Memorial contributions of $100 or more may be made to the Blanchard Historical Society in memory of a deceased person. When made, a Memorial Membership Certificate shall be issued in the name of the deceased and filed in a Memorial Scrapbook along with a short biography of the deceased and the names of the memorial donors and the total amount received.
SECTION 7 - Courtesy Membership: A courtesy membership will be issued to a Corporation/Business, individual or husband/wife for a qualifying donation or contribution. The courtesy membership will be considered a regular member by class as described in SECTION 2 with all rights of membership. Qualifying donations or contributions by class shall be as follows:
(a) Individual. An individual will be given an annual courtesy membership for a cash or documented in-kind donation of at least $30 or a lifetime courtesy membership for a cash or documented in-kind donation of at least $225. An individual aged 65 or over will be given a courtesy lifetime membership for providing an interview in the Family History Program.
(b) Husband/Wife. A husband and wife will be given an annual courtesy membership for a cash or documented in-kind donation of at least $50 or a lifetime courtesy membership for a cash or documented in-kind donation of at least $350.
(c) Business/Corporate. A business or corporation will be given an annual courtesy membership for a cash or documented in-kind donation of at least $50 or a lifetime courtesy membership for a cash or documented in-kind donation of at least $350.
(d) In cases other than those described in items a, b and c, the board of directors may vote on a case by case basis for approval of a courtesy membership.
ARTICLE V - MEETINGS OF MEMBERS
SECTION 1 - Regular meetings: Regular meetings shall be held monthly on the 3rd Tuesday of each month at a place designated by the board of directors. Meetings will begin at 6:00 pm with an executive session followed by a general membership meeting at 6:30 pm. In executive session, the board of directors will discuss agenda items to be brought up to the general membership. In the general membership meeting, members will be given the opportunity to provide input on agenda items prior to a vote by the board of directors. At the close of each meeting, the president will announce the time and date of the next meeting. Any changes to the date, time or location of the monthly meetings will be published in the local paper. No other notification is required.
SECTION 2 - Annual business meeting: The annual business meeting of the members shall take place at the regular monthly December meeting. At the annual business meeting the members shall elect officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
SECTION 3 - Executive meetings: Prior to each regular monthly meeting, the board of directors will meet in an executive session to discuss specific issues identified prior to the meeting of general membership. The time will be at 6:00 pm on the date and location as specified in Section 1. Special executive meetings of the board of directors may be called by the president or a simple majority of the board of directors to act in cases of urgency that can not wait until a regularly scheduled meeting. At least three days shall be given and the purpose of the meeting shall be stated in the announcement.
SECTION 4 - Quorum: Fifty percent of the Board of Directors present at any scheduled or properly announced meeting shall constitute a quorum.
SECTION 5 - Voting: Other than for the election of officers, all issues to be voted on shall be decided by a simple majority vote of the directors present by a show of hands, providing a quorum is met. The election of officers will be in accordance with Article VII.
SECTION 6 - Board Action Without Meetings: Action of the Board of Directors may be taken without a formal meeting, by the President polling the members thereof by mail, telephone, or email, provided at least two-thirds (2/3) of the members of the Board are actually reached and provided a majority of the total number of members of the Board vote upon such poll, in favor of the action proposed to be taken.
ARTICLE VI - BOARD OF DIRECTORS
SECTION 1 - Board of Directors roll and compensation: The Board of Directors will consist of three elected officers and all trustees of the society. The board is responsible for overall policy and direction of the society, and delegates responsibility of special needs to committees or appointed positions. The board shall receive no compensation.
SECTION 2 - Officers: Officers shall be elected or re-elected by a vote of the active membership at the annual business meeting. There shall be three elected officers consisting of a President, Vice-president and a Secretary/Treasurer. The President shall be elected for a two year term in the even years. The Vice-President and Secretary/Treasurer shall be elected for a two year term in the odd years. The board of directors may appoint an assistant to the secretary/treasurer when deemed necessary to the accomplishment of their duties. The assistant shall not have the authority of the positions and the position shall not be considered a seat on the board of directors.
SECTION 3 - Trustees: The original trustees are the incorporators of the society and will remain as such until removal due to resignation, in case of death, or for cause. There should be no less than five or more than twelve trustees. New trustees may be appointed by a 2/3 majority vote of the active trustees when deemed necessary to accomplish their goals and duties. Removal of a trustee for cause shall require a 2/3 majority vote of the remaining active trustees. A special meeting of the trustees will be called to consider the appointment of new trustees or removal of a trustee for cause. Members appointed as trustees should be chosen based on their dedication and willingness to work toward fulfilling the purpose and objectives of the society.
SECTION 4 - Resignation, Removal for Cause or Inactivity: Resignation from the board must be in writing and received by the President or Secretary. A board member shall be removed for cause from the board due to excess absences, more than three unexcused absences from board meetings in a year; extenuating circumstances will be considered.
An officer may be removed for cause for any acts deemed as inappropriate or acts that are contrary to accomplishment of the objectives and purpose of the society. Removal for cause shall be by a two-thirds vote of the remaining directors. Removal of a trustee for cause shall be in accordance with section 3. All members of the board must remain active members of the society for the duration of their term or shall forfeit their position on the board.
ARTICLE VII - ELECTION OF OFFICERS
SECTION 1- Board elections: New officers and current officers shall be elected or re-elected by the voting representatives of members at the annual business meeting. Officers will be elected by a ballot voted on by members present at the annual business meeting.
SECTION 2- Election procedures: A Nomination Committee shall be appointed by the board of directors and shall be responsible for nominating a slate of up to four prospective officers for each expiring position, representing the association’s diverse constituency. Nominations will be accepted at the October meeting. Any member can nominate a candidate to the slate of nominees. The nomination committee will interview nominees to ensure he or she acknowledges his or her willingness to serve if elected and announce the slate of candidates at the November meeting. A candidate is qualified if he or she is an active member in good standing and are willing to serve the office if elected. A nominee may decline their nomination if they are unable to devote the time necessary to fulfill the office or unwilling for any reason. If only one qualified candidate is nominated, the board will recognize the candidate as elected to the position with no vote required.
SECTION 3 - Vacancy: Officers shall serve until their successors have been duly elected and the fiscal year has ended. In the event of resignation, removal for cause or incapacity of any officer except the president, the vacancy may be filled by a vote of the board of directors for the unexpired term of office. The vacant office of president will be filled by the vice-president.
ARTICLE VIII - DUTIES OF THE BOARD OF DIRECTORS, OFFICERS AND TRUSTEES AND APPOINTED POSITIONS
SECTION 1 - Board of Directors:
(a) The Board of Directors shall have the power to conduct all affairs of the society. It shall elect its officers pursuant to these bylaws. The Board of Directors, at an executive meeting, shall decide questions of policy and perform such other functions as designated in the bylaws or otherwise assigned to it.
(b) The Board of Directors shall have the authority to accept or reject any gifts, bequests, donations, both real and personal, monetary or otherwise.
(c) The Board of Directors shall serve as members of all committees whose programs or projects require the expenditure of monies.
(d) The Board of Directors, through its officers, shall have the power and authority to lease property, real or personal, and to purchase, mortgage or sell real or personal property for the benefit of the society; and to purchase items which it deems beneficial to the society for the purpose for which it was organized and for conducting the business affairs of this society, all from funds belonging to said society. The board may grant the president and treasurer the authority to pay, from society funds, recurring or normal day to day expenditures without further approval by the board.
(e) The Board of Directors shall further have the power and authority to purchase insurance in an amount deemed advisable by the Board, to cover the value of the real and personal property of the Blanchard Historical Society, and such other insurance as the Board deems to be necessary for the protection of its staff and/or directors, all to be paid from funds of the society.
(f) The Board of Directors may employ with society funds, legal counsel whenever it deems it advisable for the benefit of the society and it’s Board of Directors.
(g) The Board of Directors may employ such other person or persons as may become necessary to accomplish the purpose of the society, such as, but not limited to, the maintenance and the restoration or rehabilitation of its property; to be paid for from available funds belonging to the society.
SECTION 2- President: The president shall have executive supervision over the activities of the society within the scope provided by these bylaws. The president shall preside at all meetings and appoint, with the approval of the board, the members of the committees and delegates not otherwise provided for. It shall also be the duty of the president to report annually on the activities of the society.
SECTION 3 - Vice-president: The vice-president shall assume the duties of the president in the event of absence, removal for cause, incapacity, or resignation of the president. The vice-president shall perform other duties as the Board directs. He or she shall oversee all committee activity, provide guidance to all committees and deliver reports at the board meetings for all committee chairpersons not present, as necessary. He or she shall report annually to the general membership on the activities of the Society and shall act as an official representative for the needs and desires of the Society.
SECTION 4 - Secretary/Treasurer:
(a) As Secretary - The Secretary shall have all duties and powers of a secretary or clerk of a corporation as set forth by law. The secretary shall keep the minutes of meetings of the society and the board of directors, in a permanent minute book and render an annual report. The secretary shall be the keeper of the files and records of the Society and shall, together with the President, be able to certify all acts of the Society. He or she shall insure that accurate records are kept for the Society and the Board of Directors. At the conclusion of his or her term of office, he or she shall turn over to his or her successor all property and records of the Society. Said records shall always remain the property of the Society.
(b) As Treasurer - The treasurer shall be responsible for the safekeeping of society funds and for maintaining adequate financial records. The treasurer shall deposit all monies received in an account established in the name of the BLANCHARD HISTORICAL SOCIETY. Monies shall be paid out by numbered checks, signed by the treasurer and president or a trustee in their absence. Monies may be paid out for recurring items that were previously approved by the board, without further approval. Monies shall be paid out upon receipt of a statement, or an itemized claim signed by the claimant, and approved by the president. The treasurer may maintain a petty cash account with no more than $25.00 to meet day to day purchases of minor items necessary for conducting the society business. The treasurer shall have discretionary use of the petty cash and maintain an accounting of its use. The treasurer shall give a receipt to the Membership Chairman for all dues collected. The treasurer shall render an annual report based on the fiscal year.
SECTION 5 - Trustees: The duties of all Trustees shall be to:
(a) Chair committees or serve in leadership roles, as appointed by the President of the Board.
(b) Attend to the general business of the Society as directed by the board and to supervise the general affairs of the Society.
(c) Perform duties as directed by the Board.
(d) Attend the meetings of the general membership, trustees and the board of directors.
(e) Provide for the support of Society activities, which include: fund raising, personal
financial support, fiscal management, public relations, long range planning, policy
development, oversight of Society activities and other related issues.
(f) Trustees may be elected to serve as a society officer or be selected for an appointed position.
SECTION 6 - Appointed positions: The board of directors may establish appointed positions, as needed, to fulfill the needs, goals and purposes of the society. An example would be the appointment of an historian. The appointee may be a trustee or general active member. The appointed position will not be considered a seat on the board of directors.
ARTICLE IX - COMMITTEES
SECTION 1 - Committee formation: The society shall have standing and ad hoc committees. The board of directors may create ad hoc committees as needed to meet the purpose and objectives of the society, such as fundraising, housing, public relations, building and maintenance, data collection, etc. The society president, with board approval, shall appoint ad hoc and standing committee chairs. Standing committees shall be organized as listed in the bylaws.
SECTION 2 - Finance Committee: The treasurer is the chair of the Finance Committee, which shall include at least two trustees. The Finance Committee is responsible for developing and reviewing fiscal procedures and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board of directors. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial committee is also responsible for filing any required tax forms through the city, state or the IRS. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
SECTION 3 - Auditing Committee: An auditing committee consisting of at least two members shall be appointed by the president at the annual business meeting. The auditing committee shall not include any members of the financial committee. It shall be the duty of this committee to audit the treasurer’s accounts at the close of the fiscal year and to report to the board of directors at the next possible regular meeting.
SECTION 4 - Membership Committee: A membership committee consisting of at least three members shall be responsible for conducting membership drives and processing applications for membership. The committee will maintain a roster of membership by class and send renewal notices to annual members by December 10th of each year. This committee shall be responsible for all dues collected until delivered to the treasurer and shall make a report of new members to the board of directors at the monthly meetings.
SECTION 5 - Nominations Committee: The nomination committee shall be appointed by the board of directors and shall be responsible for nominating a slate of up to four prospective officers for each expiring position, representing the association’s diverse constituency. Nominations will be accepted at the October member’s meeting. Any member can nominate a candidate to the slate of nominees. The nomination committee will interview nominees to ensure he or she acknowledges his or her willingness to serve if elected and to select the best candidates to serve the needs of the society. A candidate is qualified if he or she is an active member in good standing. The nomination committee will announce the candidates at the November member’s meeting.
SECTION 6 - Election Committee: An Election Committee consisting of at least two members shall be appointed by the President at the November member’s meeting. It shall be the duty of the committee to provide election ballots to members and count the ballots after the election. The chairperson of the committee will report the results to the Society, including the number of votes cast and the number of votes received by each candidate.
The newly elected or re-elected officers will assume their duties at the end of the January meeting.
ARTICLE X - PARLIMENTARY AUTHORITY
The rules contained in the current Robert's Rules of Order shall govern the proceedings of the society except in such cases as are governed by the articles of incorporation or the bylaws. The President may appoint from the membership a Parliamentarian, at his/her discretion, who is duly qualified to interpret Robert’s Rules. The board may adopt such procedural rules or deviate from Robert’s Rules as it deems necessary to the conduct of the business of the board so long as they do not conflict with any specific provisions of these bylaws.
ARTICLE XI - PERSONAL LIABILITY AND INDEMNIFICATION
No member, officer, trustee, or director of this corporation shall be personally liable for the debts or obligations of this corporation or any nature whatsoever, nor shall any of the property of the members, officers, trustees, or directors be subject to the payment of debts or obligations of this corporation. This shall not apply to the responsibility or liability of an individual pursuant to any criminal statute.
The Corporation shall indemnify any director of the Corporation who is involved in any capacity in a proceeding by reason of the position held by such person or entity in the Corporation, to the full extent allowed by law, as presently in effect and as hereafter amended. By means of a resolution or of a contract specifically approved by the Board of Directors, the Corporation may indemnify a director, employee, or agent to such degree as the Board of Directors determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the Corporation. Reasonable expenses incurred by a director, who is involved in any capacity in a proceeding by reason of the position held in the Corporation, shall be advanced by the Corporation to the full extent allowed by and on the conditions required by applicable law, as presently in effect and as hereafter amended, unless and until it is determined that such person is not entitled to be indemnified. The Board of Directors of the Corporation shall have the right to designate the counsel who shall defend any person or entity that may be entitled to indemnification, to approve any settlement, and to approve in advance any expense. The rights conferred by or pursuant to this Article shall not be exclusive of any other rights which any person may have or acquire under any applicable law, these Articles of Incorporation, the bylaws of the Corporation, a vote of the Board of Directors of the Corporation, or otherwise. No amendment to or repeal of this Article shall adversely affect any right of any director, officer, employee, or agent for events occurring after the date of the adoption of this Article and prior to such amendment or repeal. Notwithstanding any other provision of this Article, no indemnification shall be provided to any person if in the opinion of counsel, payment of such indemnification would cause the Corporation to lose its tax exempt status, if any, from federal income taxation.
ARTICLE XII - AMENDMENT OF BYLAWS
These bylaws should be reviewed at least annually and may be amended when necessary by a majority vote of the board of directors at any executive meeting. Proposed amendments must be submitted to the Secretary and sent out to the membership for comment prior to voting on the amendment.
CERTIFICATION
These bylaws were approved by a two-thirds majority of the trustees/board of directors on January 20, 2009 and amended September 15, 2009 and February 16, 2010.
Secretary Date
President Date
