ABSTRACT OF CORPORATE RECORD
Amended September 8, 2004
SECTION I - MEETINGS
The annual meeting shall be on the third Sunday in November. Regular meetings may be called by the President at the written request of at least seven members of the Society addressed to the President. At least five days notice of the meeting shall be given by letter to members of the Society or notice published at least five days in advance in any daily newspaper in the City of St. Joseph, Missouri. A quorum for the transaction of business at any membership meeting shall consist of no less than twenty. Ordinarily, a board meeting will be held each month.
SECTION II - DUES
The annual dues shall be established by the Board of Directors and presented at the annual meeting. Dues are payable on or before January 1st or upon acceptance into the Society through September 30th. Dues received from new members on or after October 1st shall apply to the remainder of the current year and also to the ensuing year. The corporation fiscal year shall be the calendar year.
SECTION III - OFFICERS
Officers shall be: President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and Recording Historian. All officers shall be elected at the annual Meeting to serve for a period of one year and shall take office in January of the new fiscal year. Any such elected officer, after serving a full term of one year, may be eligible for a second one-year term, and, with the exception of the Treasurer, may not then be eligible for re-election to the same office for a period of one year after serving such a term. The Treasurer may be elected an indefinite number of times.
SECTION IV - BOARD OF DIRECTORS
There shall be a board composed of the above officers of the Society plus an additional six elective directors who will serve on a rotating basis. The immediate past President would automatically serve on the board for one year. Each elective director shall be elected for a term of three years.
Any such director of said board after serving a full term of three consecutive years shall then not be eligible for re-election as a director for a period of one year. Chairman of standing committees shall also be members of the board of directors without vote during their tenure in office. The said board directors shall have charge of all properties of the Society and shall have and exercise all the usual powers of the directors of a business corporation for government of the affairs of the corporation. The President shall fill any unexpired term of a board member by appointment, 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 with voice and vote.
SECTION V - COMMITTEES
There shall be an executive committee composed of all officers of the Society. They shall perform such duties as are assigned to them by the board of directors in matters requiring action between board meetings. Action of the executive committee shall be reported at the board meeting following the meeting of the executive committee.
The following shall be standing committees:
- Budget and Finance
The following committees shall report to the Director or Assistant Director:
- Robidoux Row Maintenance
The following committees shall report to the Board of Directors:
- Newsletter and Publications
Chairmen of the aforementioned committees shall be appointed by the President subject to the approval of the elective board to serve for a period of one year and shall be called members of the appointive board.
Special committees may be created from time to time for the consideration of specific matters coming before the Society. Chairmen of these committees will not become members of the board.
SECTION VI - DUTIES OF OFFICERS
The President shall preside at all meetings, but in the event of his or her absence, a ranking Vice-President shall preside. The Recording Secretary shall be responsible for records of the Society and shall keep and disseminate the minutes of the meetings. The Corresponding Secretary shall be responsible for all correspondence of the Society with the exception of any other board member pertaining to his office. The Treasurer shall take charge of all funds belonging to the Society, pay all bills approved by the board, and prepare appropriate financial reports.
The Recording Historian shall maintain a record of all activities of the Society.
SECTION VII - NOMINATING COMMITTEE
A nominating committee shall be appointed by the President three months prior to the annual meeting. The committee shall consist of five members, two from the elective board and three from the membership at large.
SECTION VIII - RESTRICTIONS OF ACTIVITIES
A. Same as Article IX of the Articles of Incorporation
B. The museum ownership can not be transferred except by a favorable vote of 2/3 of the paid up membership on recommendation of the Board of Directors.
C. No free/special discounts can be offered by any board member without prior approval of the board.
D. Monies or real assets belonging to the Historical Society can not be loaned or used as collateral to anther legal entity.
SECTION IX - AMENDMENTS
The By-Laws may be amended at any board meeting of the Society by a majority vote of those present, providing the proposed amendment(s) have been presented to the board members at a meeting held during the prior month.