Saint Joseph Historical Society By-laws Amended May 5, 1993 Amended September 8, 2004 Amended November 28, 2012 Amended November 20, 2013 Amended January 28, 2015 Amended November 23, 2016 Amended October 24, 2018 December 5 2020
SECTION I – MEETINGS The annual meeting shall be held at the December Christmas Party1 of each year. Regular meetings may be called by the President or at the request of at least seven (7) members of the Society. At least ten (10) days notice of the meeting shall be given by electronic means to members of the Society and/or notice published at least ten (10) days in advance. A quorum for the transaction of business at any membership meeting shall consist of no less than 10 percent2 of the members of the Society (in good standing).
SECTION II – DUES The annual dues and policies regarding dues shall be established by the Board of Directors including but not limited to due dates, new memberships and time tables regarding memberships. The Society’s fiscal year shall be the calendar year.3
SECTION III – OFFICERS Officers shall be: President, First Vice-President, Second Vice-President, Recording Secretary, Treasurer and Historian. All officers shall be elected at the annual meeting to serve for a period of one (1) year or until their successor is appointed or elected, and shall take office January 1 st. Any such elected officer, after serving a full term of one (1) year, may be eligible for a second, consecutive one-year term, and may not then be eligible for reelection to the same office for a period of one (1) year after serving such a second consecutive term.
SECTION IV – BOARD OF DIRECTORS There shall be a Board of directors composed of the above officers of the Society plus an additional six (6) elective directors who will serve on a rotating basis to be determined by the Board. The immediate past President will automatically serve on the Board for one (1) year as President, or until a new President is elected. Each elective director shall be elected for a term of three (3) years. The Board may appoint non-voting directors as needed. Any elective director of said Board, after serving a full term of three (3) consecutive years, may be eligible for reelection as a director for a period of three years. Chairman of standing committees shall also be nonvoting members of the Board of Directors.
The board of directors shall have charge of all of the properties of the Society and shall exercise all the usual powers as directors of a corporation. The President shall appoint a replacement to fill any unexpired term of a Board member or officer, subject to the approval of the Board. By a vote of the Board of Directors a member who has rendered outstanding service to the Society may be named an honorary life Board member (ex-officio capacity).
If a Board member misses a total of three regular Board meetings in a given calendar year, the Board may remove that Board member by a simple majority of those Board members present at any Board meeting. No Board member shall serve in excess of nine (9) years, consecutively.4 This includes service as an officer or elected Board member or combination thereof. A person is eligible to serve again after one year of non-service.
SECTION V – COMMITTEES There shall be three (3) standing committees established, as follows: 1. Operations and Finance – responsible for maintenance, garden, budget/finance and any other such tasks as may be assigned by the Board. 2. Sustainability – responsible for docents, publicity, personnel, volunteers, newsletter an any other such task as may be assigned by the Board. 3. Development and Membership – responsible for membership, fundraising and any other such task as may be assigned by the Board. Chairmen of all committees shall be appointed by the President subject to the approval of the Board of Directors to serve for a period of one (1) year. Ad Hoc committees may be created by the Board as needed.
SECTION VI – DUTIES OF OFFICERS The President shall preside at all meetings, but in the event of his or her absence, the ranking Vice President shall preside. The Secretary shall be responsible for the records of the Society including minutes. All records shall be delivered to his or her successor or the Executive Director. The Treasurer shall take charge of all funds belonging to the Society, pay or direct all payments bills approved by the Board, prepare and keep all appropriate financial reports, and prepare materials for an annual audit. The President shall have signatory powers on any accounts of the Society. The Executive Director may sign checks for amounts up to two-hundred fifty dollars ($250.00). The Historian shall keep appropriate records and photographs of the activities of the Society.
SECTION VII – NOMINATING COMMITTEE A nominating committee shall be appointed by the President (1) month prior to the annual meeting with approval of the Board.5
SECTION VIII – RESTRICTIONS OF ACTIVITIES
A. Same as Article IX of the Articles of Incorporation
B. The museum ownership cannot be transferred except by a favorable vote of two-thirds (2/3) of the paid membership on recommendation of the Board of Directors.
C. No free or special discounts can be offered by any Board member without prior approval of the Board.
D. A Quorum necessary to conduct Board Business is five (5) and may include the past President as part of that count.6
SECTION IX – DISSOLUTION OF THE SAINT JOSEPH HISTORICAL SOCIETY Robidoux Row/Saint Joseph Historical Society may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the Voting Members (status determined by Membership Committee). Upon dissolution or other termination of Robidoux Row/Saint Joseph Historical Society, all remaining assets of Robidoux Row/Saint Joseph Historical Society, after payment in full of all its debs, obligations and necessary final expenses, or after the making of adequate provision therefore, shall be distributed to such tax-exempt organizations (with purposes similar to those of Robidoux Row/Saint Joseph Historical Society) as shall be chosen by the then existing Board of Directors of Robidoux Row/Saint Joseph Historical Society.
SECTION X – AMENDMENTS The By-laws may be amended at any meeting of the Society by a majority vote of those present. The proposed amendment(s) shall have been presented to the Board members at a Board meeting held during the prior month. The membership shall be being notified by electronic means at least ten (10) prior to the meeting of the Society.
Changes made to by-laws in Red.
- on the in December at the Christmas Party of each year.
- of no less than twenty (20) members of the Society
- The annual dues shall be established by the Board of Directors. Dues are payable on or before August 1st or upon acceptance into the Society. Dues received from new members on or after May 1st shall apply to the remainder of the current membership year and also to the ensuing membership year. The Society’s fiscal year shall be the calendar year. The Society’s membership year shall be August 1st through July 31st of the following year.
- No Board member shall serve in excess of six (6) years, consecutively.
- A nominating committee shall be appointed by the the Board of Directors will create a nominating committee that will recommend potential members to the members at-large.
- Added to section VIII.