BY-LAWS
ARTICLE I
NAME AND
LOCATION
SECTION 1. NAME-
The name of this organization shall be THE WASHINGTON COUNTY HISTORICAL
SOCIETY.
SECTION 2. The
principal office shall be located in St.George,
ARTICLE II
PURPOSES,
OBJECTIVES, AND LIMITATIONS
SECTION 1. PURPOSE: The purpose of this Society shall be
to bring together those people interested in the history of
SECTION 2. OBJECTIVES:
a. To organize and unite all citizens of the
County to work toward preserving the County's heritage.
b. To search out, identify, and authenticate
those buildings and sites that are representative of
c. To undertake steps, once a historical
building is identified, to have it preserved.
d. To restore historic salvageable buildings, if
necessary, to maintain authenicity.
e. To increase public awareness of historically
significant sites and structures.
SECTION 3. LIMITATIONS: The Washington County Historical
Society shall in all of its activities be non-partisan and non-discriminatory.
SECTION 4. CORPORATION MEMBERS: As permitted by Article
IV and V of the Articles of Incorporation, the Governing Board is considered as
the "Central" organization for group exemption under the IRS Section
501 (C)(3) for satellite Historical Societies in Washington County to be known
as "affiliated" organizations under the Code. After meeting the dues
and regulations for membership in the Central organization, the affiliated
groups can apply for exemption status under the group exemption without having
to file the long IRS Form 1023. A letter application including a detailed
description of the purpose and activities of the subordinate is required plus
the sources of income and nature of expenditures for Section 501 (C)(3)
approval to receive grants, etc., exclusively for charitable and educational
purposes as specified in the Certificate of Incorporation granted by the State
of Utah to the Washington County Historical Society.
ARTICLE III
OFFICERS AND BOARD MEMBERS
SECTION 1. NUMBER: The Officers, Directors, and
Ex-officio officers shall comprise the GOVERNING BOARD of this organization.
SECTION 2. AUTHORITY:
a. Officers shall be the President, President-Elect,
Vice-Presidents, Past-President, Coresponding Secretary, Recording Secretary and
the Treasurer.
b. Directors shall be appointed by the Officers.
Their duties shall be specified commensurate with Society policy and current
needs, e.g.,development director, membership director, public relations
director, historic group director, programs director, etc.
c. Ex-officio representatives shall include the
immediate Past President of the Washington County Historical Society, the
President of the Utah State Historical Society, and one representative from
each of the historical society groups within
SECTION 3. TERMS OF OFFICE: The first Board of Directors shall be elected
by the incorporators of the Corporation named in the Certificate of
Incorporation. Thereafter:
a. Officers of the Governing Board shall be
elected by the members of the organization in the General Meeting called for
that purpose. Terms of office of elected officers shall be for two (2) years.
b. Directors of the Governing Board shall be
appointed to serve for a minimum of one (1) year.
c. Ex-officio appointees shall serve as
Directors on the Board during their tenure in office in their respective municipal
groups and state organization, or, in the case of the immediate Past President
of the Washington County Historical Society, for a period of two (2) years.
SECTION 4. RESPONSIBILITIES OF OFFICERS AND DIRECTORS:
a. The President shall have executive
supervision over the activities of the Society within the scope provided by
these by-laws. He/She shall preside at all meetings. He/She shall report
annually on the activities of the Society.
b. The President-Elect shall assume the duties
of the President in the event of the President's illness, incapacity, or
resignation. The Vice-President shall serve as needed on a temporary basis to
carry on the presiding duties in the absence of the President-Elect.
c. The Corresponding Secretary shall carry out
correspondence by mail or phone with the membership and shall be aid to the
President in all correspondence relating to the activities of the Society.
d. The Recording Secretary shall keep the
minutes of meetings of the Society and of the Governing Board.
e. The
Treasurer shall be responsible for the safekeeping of the Society funds and for
maintaining adequate financial records. He/She shall deposit all monies
received with a reliable banking company in the name of the Washington County
Historical Society. Monies shall be paid out by numbered checks signed by the
Treasurer and the President. The Treasurer will collect dues and shall provide
an annual fiscal report based on the calendar year. Where needed for Internal
Revenue reports, such fiscal report may be submitted to an accounting firm to
assure continuation of the Society's 501 (C)(3) exemption status and whatever
reporting required.
f. The
Governing Board shall have the power to conduct all affairs of the Society. It
shall select candidates for elected office, pursuant to these By-laws. The
Governing Board shall decide questions of policy that for any reason cannot be
acted upon at a meeting of the Society, and it shall perform such other
functions as designated in the By-Laws or otherwise assigned to it. The
Governing Board may render an annual report at each annual meeting.
SECTION 5. QUORUM: A quorum of the Governing Board shall
be not less than one-third (1/3) of the current Governing Board membership.
SECTION 6. VACANCIES:
a. As specified above and in the short-term
absence or the temporary disability of the President, the Vice-President shall
preside. The President-Elect shall serve otherwise for the remainder of the
term of a non-performing President.
b. Any other vacancy,
except normal expiration, occurring in any office shall be filled by the
Governing Board after written notice has been received.
c. Any vacancy occurring in the Governing Board,
other than a vacancy resulting from the normal expiration of a term of office,
may be filled by the affirmative vote of a quorum of the then members of the
Governing Board. A Director who is appointed to fill a vacancy shall be appointed
for the unexpired term of his/her predecessor in office-. Any member of the
Governing Board may resign by submitting written notice of resignation to the
Corresponding Secretary. Any member of the Governing Board may be removed from
office at any time with or without cause by the affirmative vote of a majority
of the members of the Governing Board.
SECTION 7. MEETINGS: Meetings of the Governing Board,
regular or special, may be held within or without the State of
SECTION 8. COMPENSATION: The Governing Board as such
shall not receive any compensation for their services. This corporation does
not contemplate pecuniary gain or profit to any person. No part of the net
earnings of this corporation shall ever inure to or for the benefit or be
distributable to its members trustees, officers, or other private persons,
except that the corporation shall be empowered to pay reasonable reimbursement
for non-board services performed and to make payment and distributions in
furtherance of the exempt purposes for which it was formed.
Notwithstanding any other provisions
of these By-Laws, the corporation shall not carry on any other activities not
permitted to be carried on by a corporation exempt from Federal income tax
under Section 501 (C)(3) of the Internal Revenue Code effective at the time
such exemption was granted to the Society on August 26, 1994.
ARTICLE IV
ELECTION
OF OFFICERS
SECTION 1. NOMINATIONS AND ELECTIONS: All Officers shall be elected by a plurality
of votes cast at the annual meeting. No less than one month prior to the annual
meeting, the Corresponding Secretary of the Society shall send to each member
of the Governing Board a blank upon which such member may nominate one person
for each office open to election. Nominations are to be returned not less than
one week before the annual meeting. A committee on nominations, appointed by
the President shall select the candidates from a list of all nominees.
Nominations may also be made by any member of the Society at any time prior to
balloting at the annual meeting. Any nomination made after the deliberation of
the committee on nominations shall be added to the slate of candidates upon
affirmative vote of a majority of members present at the annual meeting.
SECTION 2. ELIGIBILITY: A candidate shall be an active member of the
Society. A person who has been elected to the Governing Board for three
consecutive terms, or having elective office for three consecutive terms shall
not be nominated to the same office unless one year elapses between the end of
his last term and the beginning of the term for which he is nominated.
SECTION 3. Officers and Directors shall be installed at
the close of the annual meeting at which they are elected and shall serve until
their successors have been duly elected and installed. In the event of
resignation or incapacity of any officer, except the President, (or any
Directors), the vacancy may be filled according to Article III, Section 6.
ARTICLE V
EXECUTIVE
COMMITTEE
SECTION 1. The Executive Committee
shall be composed of the President, President-Elect, Vice-President, the
Corresponding Secretary, the Recording Secretary, the Treasurer and the
Past-President.
SECTION 2.
The Executive Committee may meet in a planning session one week prior to each
meeting of the Governing Board or of the members, or at such other time as the
President may choose.
ARTICLE VI
MEMBERSHIP
AND DUES
SECTION 1. ELIGIBILITY: Any individual or organization
interested in supporting the purposes of the Society is eligible by filing an
application form as the Governing Board may prescribe, and subject to the
payment of such dues as the Governing Board may establish from time to time.
SECTION 2. CLASSIFICATIONS
Membership categories:
Individual Life
Member
All membership dues are tax
deductible.
SECTION 3. PENALTIES: Voting privileges of a member in
default of his/her dues may be suspended for six (6) months or longer (or until
dues are paid).
SECTION 4. RESIGNATIONS: Any member
may resign by submitting written notice of resignation.
ARTICLE VII
MEETINGS
SECTION 1. Meetings of the members may be held at such
place or places, either within or without the
SECTION 2. The annual meeting of the members shall be
held in the Fall of each year on the date fixed by the President. A report of
the meeting and of the activities of the Society for the preceding year shall
be made available to all members following the annual meeting.
ARTICLE VIII
COMMITTEES
SECTION 1. The Society may have the following standing committees,
as may be needed:
a. LIBRARY COMMITTEE
--- responsible for collecting, cataloging, the care, arrangements, and repair
of books, manuscripts, newspapers, and other historical source material.
b. MUSEUM COMMITTEE --- responsible for
collecting, cleaning, repair, and storage of historic objects; for arranging
museum exhibits, and the correct historical interpretation of these exhibits;
for the care and upkeep of museum quarters.
c. PUBLICATIONS COMMITTEE --- responsible for
finding ways and means of publishing joint or individual research studies;
newsletter to members, a quarterly bulletin, or books; for publicity; for
staging radio and television programs.
d. HISTORIC SITES COMMITTEE – responsible for
establishing the historic validity of sites proposed for marking; for marking
historic sites; for arranging historic tours.
e. PROGRAM COMMITTEE --- responsible for arranging
suitable programs, for setting time, place and date of meetings.
f.. MEMBERSHIP COMMITTEE --- responsible for
membership drives and processing new candidates for membership.
g. NOMINATIONS COMMITTEE --- responsible for
soliciting and making nominations as provided-for under Article IV.
SECTION 2. The President may appoint such other
committees as needed.
SECTION 3. Each committee shall be headed by a
Chairperson who shall be appointed by the President. This Chair-person shall
serve as a Director on the Governing Board.
ARTICLE IX
FISCAL
YEAR
SECTION 1. The fiscal year shall begin January 1 and end
December 31 of each calendar year.
ARTICLE X
SEAL OF
THE CORPORATION
SECTION 1. The corporate seal shall be circular in form
and have inscribed theron the name of the corporation, the date of its
incorporation and the word "
ARTICLE XI
PARLIAMENTARY
SECTION 1. Affairs of the Society shall be conducted
according to Roberts Rules of Order.
ARTICLE XII
FINANCES
CONTRACTS,
CHECKS, DEPOSITS AND FUNDS
SECTION 1. Except as the Governing Board may generally,
or in particular cases authorize the execution thereof in some other manner,
all checks, drafts and other instruments for the payment of money and all
instruments of transfer of securities shall be signed in the name and on behalf
of the Society, as may from time to time, be ' designated by the Governing
Board. All instruments of transfer of personal property, other than securities,
all instruments of conveyance of real property and all contracts and
agreements shall be signed by such officers or agents as the Governing Board
shall direct,and in any event, they may be signed by any two (2) of the following
officers, namely, the President, President-Elect, Vice-President, Recording
Secretary, Corresponding Secretary or Treasurer. The Governing Board may
authorize and empower one or more officers or agents of the Society to execute
and deliver any and all papers and documents, or to do other acts or things on
behalf of the Society, including any required or convenient in dealing with
Governmental authorities.
SECTION 2. DEPOSITS: All funds of the Society shall be
deposited from time to time to the credit of the Society in such banks, trust
companies, or other depositories as the Governing Board may select.
SECTION 3. GIFTS: The Governing Board may accept on
behalf of the Society any contribution, gift, bequest, or device for the
general purposes or for any special purposes of the Society.
ARTICLE XIII
AMENDMENT
OF BYLAWS
These ByLaws may be altered,
amended, or repealed, and new ByLaws may be adopted by a majority of the
Governing Board present at any regular meeting or at any special meeting, if at
least two days' notice is given of intention to alter, amend, or repeal or to
adopt new ByLaws at such meeting.
ARTICLE XIV
DISSOLUTION
This corporation may be
dissolved with the assent given in writing and signed by not less than
two-thirds (2/3) of the Governing Board. Upon winding up and dissolution of
this corporation, after paying or adequately providing for the debts and
obligations of the corporation, the remaining assets shall be distributed to a
nonprofit fund, foundation or corporation, which is organized and operated
exclusively for historical, cultural, educational or preservation activities
including fund raising for such objectives and which has established its
tax-exempt status under Section 501(C)(3) of the Internal Revenue Code.
ARTICLE XV
TAX
STATUS
It is
intended that the Corporation shall have the status of a corporation which is
exempt from Federal income taxation under Section 501(A) of the Code as an
organization described in Sect. 501(C)(3) of the Code and which is other than a
private foundation by reason of being described in Section 509 (a)(2) of the
Code. These Articles shall be construed accordingly, and all powers and
activities of the Corporation shall be limited accordingly. The Corporation
shall not carry on propoganda or otherwise attempt to influence legislation to
such extent as would result in loss of its exemption from Federal income tax
under Section 501(C)(3) of the Code; nor shall any activity of the Corporation
consist of participating or intervening (including the publishing or
distributing of statements in any political campaign on behalf, of or in
opposition to any candidate for public office.