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Proposed By-Laws - Franklin Historical Society
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By-Laws of the Franklin Historical Society ARTICLE I (Name) The name of this non-profit organization shall be the Franklin Historical Society. ARTICLE II (Purpose) The purpose of the Franklin Historical Society shall be to preserve the history of Franklin, Michigan in the following ways:
ARTICLE III (Membership) The following shall be the classification of members in the Franklin Historical Society:
ARTICLE I (Board of Trustees) Section 1: The Society shall be governed by a Board of Trustees consisting of a President, Vice President, Secretary, Treasurer, Past President and no more than 8 elected Trustees. A person may hold more than one office at a time, if deemed necessary. Section 2: The Board of Trustees shall determine the general policies of the Society. Section 3: Only residents and/or property owners in Franklin shall be eligible to serve as elected officers or trustees of the Society. Section 4: A majority of the Board of Trustees shall constitute a quorum. Section 5: Three unexcused absences from meetings of the Board of Trustees during a one year period may be considered to constitute resignation from the Board. Section 6: The Board of Trustees shall hold at least six meetings annually. ARTICLE V (Trustees) Section 1: The Board of Trustee shall include no more than eight trustees (called elected trustees), chosen by the Society and its membership. Section 2: The election of trustees shall take place at the annual meeting. The term of office for each elected Trustee shall be a period of two consecutive years. In specific circumstances, to serve the best interests of the Society and its functions, a trustee’s term may be extended by a unanimous vote of the trustees and a majority vote by members at the annual meeting. Section 3: Unexpired terms of withdrawing Trustees shall be filled by election of the Board of Trustees to serve until the next annual meeting. ARTICLE VI (Officers) Section 1: The officers of the Society shall be President, Vice President, Secretary and Treasurer. Section 2: The term of office for each elected officer shall be for a period of two years. In specific circumstances, to serve the best interests of the Society and its functions, an officer’s term may be extended by a unanimous vote of the trustees and a majority vote by members at the annual meeting. Section 3: The President shall be the chief executive officer of the Society, and with the advice and under the supervision of the Board of Trustees, shall have general management of the affairs of the Society. The President shall preside at all meetings of the membership and of the Board of Trustees. Section 4: The Vice President shall have such powers and authority as may be delegated to him or her from time to time by the President or by the Board of Trustees. In the event of the absence or disability of the President, the Vice President shall preside at meetings and carry on all other functions which the President would perform if present or not disabled. Section 5: The Secretary shall send out notices of meetings and shall have charge of the membership list of the Society. The Secretary shall collect, record and promptly dispose of all Society correspondence. The Secretary shall act as clerk at all meetings of the membership and of the Board of Trustees, and shall record all proceedings of said meetings in a book for that purpose and keep an official roll call. Section 6: The Treasurer shall have custody of the funds of the Society, under the supervision of the Board of Trustees. The Treasurer shall collect and receive all monies, make disbursements as authorized by the President, and keep a record of all financial matters of the Society. The Treasurer shall prepare an Annual Report to be presented to the membership at the Annual Meeting, as well as monthly Financial Reports to the Board of Trustees. ARTICLE VII (Meetings) Section 1: The Annual Meeting of the Society shall be held during the month of June each year on such day as the Trustees may designate. Notice of such meeting shall be mailed to each member at least 15 days prior to the date for such meeting. Section2: Meetings are open to the general membership. Section 3: A Special Meeting of the members of the Society may be called at any time by the Board of Trustees, stating the purpose of the meeting. The notice for a Special Meeting shall state the specific purpose for which the meeting is called and such notice shall be mailed to the membership at least 15 days prior to the date for such meeting. Section 4: A majority of voting members shall constitute a quorum for the transaction of the business of any General Meeting. Section 5: Election of Officers and Trustees shall take place at the Annual Meeting. The proposed slate shall be submitted by the Nominating Committee. Nominations may also be made from the floor by a voting member in good standing, in which case, election shall be by secret ballot. Nominees submitted by the Nominating Committee or presented from the floor must have accepted to stand for election prior to submission of their name. Only members in good standing i.e., paid up members, shall be entitled to vote. Newly elected Officers and Trustees shall take office at the Annual Meeting. ARTICLE VIII (Committees) The Society shall create standing committees as needed. ARTICLE IX (Contributions) Section 1: Dues shall be established annually by majority vote of the Board of Trustees at the last Board Meeting prior to election. Section 2: Special contributions may be made to the Society for any function within the purposes of the Society. ARTICLE X ( General) Section 1: The Board of Trustees may at its discretion adopt a suitable design as the Corporate Seal of the Society. Section 2: The By-Laws may be amended at any regular or special meeting by a majority vote of those present, provided notice was given to the membership 15 days prior to the meeting at which action is to be taken. Section 3: The rules contained in Robert’s Rules of Order shall govern the proceedings of the Society except in such cases as are governed by the constitution or the by-laws. Section 4: In the event of dissolution of the Society, all assets, real and personal, shall be distributed to such organizations as are qualified as tax exempt under Section 501 (c) (3) of the Internal Revenue Code, or corresponding provisions of the United States Revenue Laws. Section 5: Each officer, Trustee, or Committee Chairman of the Society, at the end of his or her term of office, shall turn over all books, records, materials, artifacts, etc., under his or her jurisdiction, to the newly-elected incoming officer, Trustee or Committee Chairman. Section 6: The membership, program and fiscal year of the organization shall be from January 1st through December 31st. | |
