Old County Courthouse

WASHINGTON COUNTY HISTORICAL SOCIETY     (Washington County, Utah)

BY-LAWS

of the Washington County Historical Society

By-Laws of the Washington County Historical Society of Utah (WCHS)
Amended 2019, Approved May 29, 2019

ARTICLE I
NAME

SECTION 1.   NAME: The name of this organization shall be THE WASHINGTON COUNTY HISTORICAL OF UTAH (WCHS).

ARTICLE II
MISSION, OBJECTIVES, AND LIMITATIONS

SECTION 1.   MISSION: WCHS coordinates and supports countywide efforts between historical cultural institutions and the people of the community.

SECTION 2.   OBJECTIVES:
  1. Advocate - as a non-profit lobby with governments and organizations to benefit the local historical community.
  2. Communicate - in a timely and regular manner using various methods.
  3. Coordinate - events and trainings among other historical cultural institutions to minimize conflicts between events.
  4. Educate - community members how to access historic resources and properties in order to appreciate and value the knowledge of local history as a means to enrich their lives.
  5. Promote - through marketing, advertising, and assisting with events of other historical cultural institutions to increase attendance and participation.
  6. Train - local history volunteers, employees, enthusiasts, and historical cultural institutions on best practices, standards, laws, grant opportunities, technical expertise and case studies of successes in other organizations.
  7. Fundraise - to enable the non-profit to continue operations and maintain reserve of funds and support special projects.
SECTION 3.   LIMITATIONS: WCHS shall in all of its activities be non-partisan and non-discriminatory.

ARTICLE III
EXECUTIVE COMMITTEE OFFICERS AND BOARD OF DIRECTORS MEMBERS

SECTION 1.   Board of Directors: The executive committee and committee chairs are voting members of the Board of Directors. Advisors are non-voting members of the Board of Directors.
  • SECTION 1.1.   EXECUTIVE COMMITTEE: Includes the President, President-Elect, Past-President, Vice-President(s), Secretary, and Treasurer.

  • SECTION 1.2.   COMMITTEE CHAIRS: Are appointed by the Executive Committee as needed.

  • SECTION 1.3.   ADVISORS: Representatives from cultural heritage institutions within Washington County, Utah.
SECTION 2.   TERMS OF OFFICE FOR BOARD OF DIRECTORS:
  • SECTION 2.1   EXECUTIVE COMMITTEE: Is elected by the Board of Directors to serve for a minimum of one (1) year with a three (3) year term limit.

  • SECTION 2.2.   COMMITTEE CHAIRS: Are appointed by the Executive Committee to serve for a minimum of one (1) year with a three (3) year term limit.

  • SECTION 2.3.   ADVISORS: Are chosen by the cultural heritage institutions within Washington County, Utah to serve as liaisons to WCHS for a minimum of one (1) year with a three (3) year term limit.
SECTION 3.   RESPONSIBILITIES OF THE BOARD OF DIRECTORS:
SECTION 3.1.   EXECUTIVE COMMITTEE: Conducts all WCHS business, and creates or adapts policy for presentation to and approval by the Board of Directors. The Executive Committee may meet in a planning session one week prior to each meeting of the Board of Directors or of the members, or at such other time as the President may choose.
  • 3.1.1.   President: presides at meetings, provides meeting agendas, provides leadership, delegates as needed, acts as signatory on bank account(s), and provides an annual report to the Board of Directors.
  • 3.1.2.   President-Elect: assumes the duties of the President in the event of the President's inability, shadows the President to learn the role and responsibilities, and acts as signatory on bank account(s).
  • 3.1.3.   Past-President: mentors the President, assists with projects as needed, and ensures annual report for their outgoing year.
  • 3.1.4.   Vice-President(s): is responsible for meeting by-law objectives and assisting committee chairs in fulfilling their roles as assigned by the President.
  • 3.1.5.   Secretary: ensures communication within the Board of Directors and to external entities as needed, records minutes of the Executive Committee and Board of Directors meetings, maintains all records of the WCHS, and archive historical records with Dixie State University Special Collections & Archives.
  • 3.1.6.   Treasurer: presents a monthly and annual financial report to the Board of Directors, files tax reports, maintains 501 (C)(3) exemption status, receives all monetary funds, makes payments, maintains accurate financial records, and creates an annual budget for approval by Board of Directors.
SECTION 3.2.   BOARD OF DIRECTORS: Votes to approve or reject WCHS grants, special projects, WCHS policies, financial reports, by-law amendments, and other activities. A quorum is the majority of those present at the time a vote is taken.
SECTION 4.   BOARD OF DIRECTORS VACANCIES, RESIGNATION, AND REMOVAL FROM OFFICE:
  • 4.1.   Any vacancy occurring in the Board of Directors, other than a vacancy resulting from the normal expiration of a term of office, may be filled by a quorum of the members of the Board of Directors.
  • 4.2.   Any member of the Board of Directors may resign by submitting written notice of resignation to the Secretary.
  • 4.3.   Any member of the Board of Directors may be removed from office at any time with or without cause by a quorum of the members of the Board of Directors.
SECTION 5.   MEETINGS OF THE BOARD OF DIRECTORS: Regular or special meetings, may be held within or without of the State of Utah with no less than two (2) days' notice to each member of the Board. Regular Board of Directors meetings shall be held at least nine (9) times each year or more often as needed. Special meetings of the Board of Directors may be called by the President or by written request of a majority of the members of the Board of Directors in office.

SECTION 6.   COMPENSATION OF THE BOARD OF DIRECTORS: Members of the Board of Directors receive no compensation for their services. Board of Directors members may be reimbursed for expenditures submitted within a six (6) month period and approved by a quorum of the Board of Directors. All activities must be in compliance with the Section 501(C)(3) of the Internal Revenue Code effective at the time such exemption was granted to the WCHS on August 26, 1994.

ARTICLE IV
ELECTION OF EXECUTIVE COMMITTEE OFFICERS

SECTION 1.   NOMINATIONS AND ELECTIONS: Prior to the Nomination of Officers Meeting, a call for nominations is opened to the Board of Directors members and the verification of the nominated person's ability and willingness to serve is obtained. In the Nomination of Officers Meeting, no less than one (1) month prior to the annual meeting, official nominations for Executive Committee Officers are made. At the Annual meeting at the end of the fiscal year, a vote by raising of hands is held for the nominees of each Executive Committee Officer position. All Executive Committee Officer positions are elected by a quorum of the Board of Directors.

SECTION 2.   ELIGIBILITY OF EXECUTIVE COMMITTEE OFFICERS: A candidate shall be an active member of the Board of Directors who has paid their membership dues. A person 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.

ARTICLE V
MEMBERSHIP AND DUES

SECTION 1.   TYPES OF MEMBERS
  • 1.1.   ORGANIZATIONAL ANNUAL MEMBERS: Memberships of historical cultural heritage institutions and corporations paying annual dues.
  • 1.2.   CORPORATE MEMBERS: Life corporate members added before XXXX date.
  • 1.3.   INDIVIDUAL ANNUAL MEMBERSHIP: One (1) person membership paying annual dues.
  • 1.4.   INDIVIDUAL LIFE MEMBERSHIP: One (1) person membership paying a lifetime dues.
  • 1.5.   FAMILY ANNUAL MEMBERSHIP: Two (2) or more people in the same household paying annual dues.
SECTION 2.   ELIGIBILITY: Any individual or organization interested in supporting the purposes of the WCHS is eligible by submitting an application form with payment of membership dues. All membership dues are tax deductible as allowable by law.

SECTION 3.   PENALTIES: Voting privileges of a member in default of his/her membership dues may be suspended until dues are paid.

ARTICLE VI
FISCAL YEAR

SECTION 1.   The fiscal year shall begin January 1 and end December 31 of each calendar year.

ARTICLE VII
FINANCES, CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

SECTION 1.   FINANCIAL RESPONSIBILITIES. The Board of Directors authorizes all payments over $100 and must be recorded in meeting minutes. The Executive Committee approves all payments under $100. All checks, drafts, other instruments for the payment of money, instruments of transfer of property, contracts, and agreements must be approved by any two (2) of the following officers, President, President-Elect, and Treasurer. The Executive Committee may authorize one or more of the Board of Directors to execute and deliver any documents, or to act on behalf of the WCHS.

SECTION 2.   DEPOSITS: All funds of the WCHS shall be deposited in a timely manner to the credit of the WCHS in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 3.   GIFTS: The Board of Directors may accept on behalf of the WCHS any contribution, gift, bequest, or device for the general purposes or for any special purposes of the WCHS.

ARTICLE VIII
AMENDMENT OF BY-LAWS

The WCHS By-Laws may be altered, amended, repealed, or replaced by new by-laws by a quorum of the Board of Directors present at any regular meeting if at least two days' notice is given of intention to alter, amend, repeal, or to adopt new bylaws at the meeting.

ARTICLE IX
DISSOLUTION

This corporation may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of the Board of Directors. Upon dissolution of this corporation, after providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation, which is organized and operated exclusively for historical, cultural, educational, or preservation activities, and which has established its tax-exempt status under Section 501(C)(3) of the Internal Revenue Code. A quorum vote of the Board of Directors at time of dissolution is required to select a beneficiary.

ARTICLE X
TAX STATUS

It is intended that the WCHS 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 Section 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 propaganda 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.