Constitution

ABSTRACT OF CORPORATE RECORD

Charter Number 12019; State of Incorporation: Missouri

Name of Corporation: Saint Joseph Historical Society

Date of Incorporation: May 11, 1950; Charter Expires: Perpetual

Amended: November 21, 1993

Know all men by these presents that on August 15, 1949, we, the undersigned, in connection with others, held a meeting in St. Joseph, Missouri, for the purpose of organizing a local historical society and unanimously adopted Articles of Association in the form of a Constitution for the government of such a society as follows:

ARTICLE I. NAME

The name of this organization shall be Saint Joseph Historical Society and it shall be located in the City of St. Joseph, Missouri.

ARTICLE II. PURPOSES

The Society is formed solely and exclusively for scientific, educational and literary purposes, as follows:

  1. To ascertain, study and disseminate knowledge concerning the history of the City of St. Joseph, Missouri and adjoining territory.
  2. Through investigation, exploration and research to determine the authentic location and correct identification of historical sites and landmarks in and around the said City of St. Joseph, Missouri, and to properly preserve the same.
  3. To collate, edit and publish historical papers, sketches, magazines and books concerning the history of said city and its environs.
  4. To buy, sell, lease, hold in trust or own in fee simple by purchase, gift or donation, any and all property, real or personal, which may relate to the history of the City of St. Joseph, Missouri, and surrounding territory, and to build, alter, restore or repair improvements thereon.
  5. To construct, establish and maintain statues, museums, monuments and markers commemorating historical events and preserving historical sites.
  6. To acquire, borrow, own and display books, pictures, documents, and historical relics of any and all kinds pertaining to the City of St. Joseph, Missouri and its surrounding territory.
  7. To affiliate with the State Historical Society of Missouri and to co-operate with other agencies, societies, or organizations engaged in similar activities and to make provision for the public to enjoy its facilities, under such reasonable rule and regulations as the Society may formulate.
  8. To charge and collect dues for membership therein and to use, disburse and apply its funds for all purposes herein named.

ARTICLE III. MEMBERSHIP

Any interested person shall be eligible for membership in the Society. Memberships may be terminated by resignation and shall be terminated by failure to pay dues.

ARTICLE IV. OFFICERS

The officers of the Society shall include a President, a Secretary, and a Treasurer who shall be elected to serve until the next annual meeting. Thereafter all officers shall be elected to service for a term of one year or until their successors shall be duly elected and qualified. Additional officers may be created by the by-laws.

ARTICLE V. MEETINGS

The annual meeting shall be held on the third Sunday in November of each year. Regular and special meetings shall be held at such times and places as may be provided in the by-laws.

ARTICLE VI. BY-LAWS

Suitable by-laws, not inconsistent with this constitution, may be enacted or amended at any annual meeting of the Society without notice.

ARTICLE VII. INCORPORATION

The officers of this association, duly elected at the organization meeting, and signatories hereto, are empowered to apply for incorporation under the laws of the State of Missouri relating to benevolent, religious, scientific, educational and miscellaneous associations.

ARTICLE VIII. AMENDMENTS

This constitution may be amended by a majority of the members present at any annual meeting of the Society. It may also be amended at any duly authorized meeting provided written notice of the proposed amendment shall have been given at a previous meeting.

Signed by Bartlett Boder, President; Glenn Burgess, Secretary; and George U. Richmond, Treasurer.

ARTICLE IX. RESTRICTION OF ACTIVITES

In furtherance of the purposes stated in the Article of Agreement, to do any and all lawful things in furtherance of the aforesaid educational purposes which may be permitted under the laws of the State of Missouri as now in force or hereafter amended, except as hereafter restricted:

A. The corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status:

  1. as a corporation which is exempt from federal income taxation as an organization described in Section 501 (c) (3) of the Internal Revenue Code of 1954, or
  2. as a corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954, as now enacted or hereafter amended.

B. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons except that the corporation shall be authorized and empowered to make reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

C. No substantial part of the activities of the corporation shall consist of carrying on propaganda; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office; nor shall the corporation engage in any activities that are unlawful under applicable federal, state, or local laws.

D. The corporation shall not:

  1. operate for the purpose of carrying on a trade or business for profit,
  2. engage in any prohibited transactions as described in Section 503 of the Internal Revenue Code of 1954, and
  3. accumulate income, invest income or divert income, in a manner endangering its exempt status by virtue of Section 504 of the Internal Revenue Code.

E. Upon the dissolution of the corporation, the board of Directors shall after paying or making provision for payment of all the liabilities of the corporation, distribute all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an organization or organizations described in section 501 (c) (3) of the Internal Revenue Code of 1954, as the Board of Directors shall determine.