Bylaws
Minco Historical Society
Article I: Name
Section 1.
The name of this Society shall be the Minco Historical Society, Inc. Location of the Society is Minco, Grady County, Oklahoma.
Article II: Objective
Section 1.
The objective of this Society shall be to collect, identify, and preserve memorabilia and information from Minco's history and to increase the public's knowledge of Minco's historical past.
Section 2: IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for charitable, scientific, literary, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code.
Article III: Membership
Section 1.
Membership shall be open to anyone who expresses interest.
Section 2.
There shall be an application and annual dues for all members.
Section 3.
Membership categories shall include Individual/Family ($15 annually or $200 lifetime) and Corporate/Business/Organization ($25 annually or $300 lifetime)
Section 4. The Treasurer shall be responsible to notify members whose dues are two months in arrears. Members whose dues are three months in arrears shall be automatically dropped from the membership roll of the Society.
Section 5. Each paid membership, whether Individual/Family, business, or organization, has one vote. An organization and a family must designate its voting representative prior to the Society prior to its vote.
Article IV: Officers
Section 1.
The officers of the Society shall be a President, a Vice-President, a Secretary, a Treasurer, and a Reporter. The officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society.
- The president shall serve as the chief executive
officer of the Society and will preside over all general meetings of the
membership, officers, and trustees.
- The vice president shall assume duties assigned
by the president and shall preside in the president's absence.
Should the office of president become vacant, the vice president will
assume that post for the remainder of the term.
- The secretary shall keep the minutes of all
Society and trustee meetings and maintain Society records. The
secretary shall be responsible for keeping current membership records and
notifying members of meetings.
- The reporter shall provide news articles of interest regarding the society to public media for the purpose of educating the public as to its functions, objectives, and achievements. The reporter shall also maintain an inventory of museum articles acquired, donated, or promised.
Section 2.
The officers shall be elected by ballot to serve for two years or until their successors are elected, and their term of office shall begin the first meeting in January.
Section 3.
No member shall hold more than one office at a time.
Article V: Trustees
Section 1.
There shall be a minimum of five and a maximum of ten trustees of the Society. The trustees shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society.
Section 2.
Fifty per cent of the trustees shall serve a two-year term, and fifty percent of the trustees shall serve a three-year term.
Section 3.
Trustees shall be elected at the Society's annual meeting, and their term of office shall begin the first meeting in January.
Article VI: Executive Board
Section 1.
The officers and the trustees of the Society shall constitute the Executive Board.
Section 2.
The Executive Board shall have general supervision of the affairs of the Society between its business meetings, set the hour and place of business and board meetings, make recommendations to the Society, and perform such duties as are specified in the bylaws. The board shall be subject to the orders of the membership, and none of its actions shall conflict with action taken by the membership.
Section 3.
Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held each month from August to June inclusive. Special meetings of the Board may be called by the President or be called upon the written request of three members of the Board.
Section 4.
Duties of the board. The Executive Board shall hold in trust and have special charge of all the property, real and personal, belonging to the Society, subject to such rules and directions as may be properly made by the Society, and shall also have charge of all of the business affairs of the Society not otherwise provided for. The board shall have the power to approve and authorize all contracts and to nominate persons for honorary membership in the Society. It may not commit more funds than immediately on hand, except with the Society's agreement.
Section 5.
Resignations and removal of trustees. Any elected member of the Executive Board may withdraw or resign from the board at a meeting of the board or by notice in writing to the president or secretary of the Society. Board members may forfeit their seat if absent from six consecutive board meetings. Removal is by action of the board
Section 6.
Vacancies. Vacancies on the Executive board shall be filled by election at a regular meeting of the Society. The president may appoint interim trustees to serve between regular meetings of the Society.
Section 7.
Compensation. Executive Board members shall serve without compensation, except that they shall be allowed reasonable reimbursement of expenses incurred on behalf of the Society
Article VII: Meetings
Section 1.
The regular meetings of the Society shall be held each month.
Section 2.
The regular meeting in January shall be known as the annual meeting and shall be for the purpose of electing officers and trustees, receiving reports of officers and committees, and for any other business that arises.
Section 3.
Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the announcement. Except in cases of emergency, at least three days notice shall be given.
Section 4.
Five members of the Society shall constitute a quorum.
Article VIII: Nominating & Election Committees
Section 1.
A Nominating Committee consisting of three members shall be appointed by the President at the regular meeting two months before the annual meeting. The Nominating Committee shall select a member of the committee to be chairperson. It shall be the duty of the committee to nominate candidates for the offices to be elected at the annual meeting. Nominees shall be contacted by the Nominating Committee to confirm that they would serve if elected.
Section 2.
The Nominating Committee chairperson shall report the names of nominees at the regular meeting one month before the annual meeting. Additional nominations from the floor, with no second needed, shall be solicited by the chairperson. Such nominees shall be contacted by the Nominating Committee to confirm that they would serve if elected. Nominations shall then be officially closed. All nominees shall then be included on an election ballot, which is mailed to the membership. The ballot shall clearly identify the term of office for each officer or trustee to be elected.
Section 3.
An Election Committee consisting of at least two members shall be appointed by the President at the regular meeting one month before the annual meeting. The Election Committee shall select a member of the committee to be chairperson. It shall be the duty of the committee to count the ballots after the election. The chairperson of the committee will report to the Society the results including the number of votes cast, the number necessary for election to each office, and the number of votes received by each candidate.
Article IX: Finance & Auditing Committees
Section 1.
A Finance Committee consisting of the Treasurer and three other members shall be appointed by the President-elect after each annual meeting. It shall be the duty of this committee to prepare a budget for the fiscal year beginning January 1, and to submit it to the Executive Board at a board meeting and then to the membership at the next possible regular meeting. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote of the membership.
Section 2.
An Auditing Committee consisting of three members shall be appointed by the incumbent President at the annual meeting. It shall be the duty of this committee to audit the Treasurer's accounts at the close of the fiscal year and to report to the Executive Board at a board meeting and then to the membership at the next possible regular meeting.
Article X: Ad Hoc Committees
Section 1.
Such other committees, standing or special, shall be appointed by the President as the Executive Board or the membership deems necessary to carry on the work of the Society.
Section 2.
The President shall be ex-officio a member of all committees except the Nominating Committee and the Election Committee.
Article XI: Parliamentary Authority
Section 1.
The rules contained in the current edition of Robert's Rules of Order Newly Revised (1991) shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that the Society may adopt.
Article XII: Amendment of Bylaws
Section 1.
Amendments to these bylaws may be proposed by a member at any regular meeting. Membership must be notified of such in writing.
Section 2.
Voting shall take place at the next monthly meeting. The Secretary will accept absentee ballots received before the "Call to Order" of the evening.
Section 3.
The amendment must be approved by two-thirds of the members present including absentee ballots.
ARTICLE XIII: Limitation of Liability
Section 1.
No director or former director of the Corporation shall be personally liable for monetary damages for any action taken or for any failure to take any action unless (a) the director has breached or failed to perform the duties of his office under Subchapter B of Chapter 57 of the Nonprofit Corporation Law and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The foregoing limitation of liability shall not be deemed exclusive of any provision limiting such liability by any applicable statute now or hereafter enacted or any power, which the Executive Board now or hereafter may have to limit such liability. This bylaw shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or federal law. No amendment to or repeal of this bylaw shall apply to or have any affect on the personal liability for monetary damages of any director or former director of the Corporation for, or with respect to, any act or omission of such director occurring prior to such amendment or repeal.
Article XIV: Execution of Instruments, Deposits, and Funds
Section 1. EXECUTION OF INSTRUMENTS.
The Executive Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Executive Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and one other officer of the society. The treasurer shall ensure that current officers are on the bank signature card.
Section 3. DEPOSITS.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Executive Board may select.
Section 4. GIFTS
The Executive Board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
Section
5: ESTABLISHMENT AND MANAGEMENT OF A PERTPETUAL FUND
1. Lifetime membership dues will be deposited in the PERPETUAL FUND, only.
(Deleted 2 Oct 2015)
2. Earmarked donations specified to the PERPETUAL FUND such as private trust
funds, personal donations and/or wills will be deposited in the PERPETUAL FUND,
only.
3. A semi-annual decision, first Thursday of June and the first Thursday of
December, will be made by the Board of Directors to move monies from the
Operation Fund to the PERPETUAL FUND that are not necessary for expected
operational requirements.
4. Investment decisions of the PERPETUAL FUND will be the responsibility of the
Board of Directors and will be evaluated at least twice a year.
5. All monies earned from the PERTPETUAL FUND will be deposited in the
OPERATIONAL FUND.
6. Monies in the PERPETUAL FUND can NOT be removed or consumed for any reason
while the Minco Historical Society is a viable organization.
ARTICLE XV: CORPORATE RECORDS, REPORTS AND SEAL
Section 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
(a) Minutes of all meetings of the board, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. TRUSTEES’ INSPECTION RIGHTS
Every trustee and officer shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 3. MEMBERS' INSPECTION RIGHTS
Every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of officers and trustees as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member. Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE XVI: IRS 501(c)(3) TAX EXEMPTION PROVISIONS
Section 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 1 70(c)(2) of the Internal Revenue Code.
Section 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons.
Section 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment or
provision for payment of all debts and liabilities of this corporation shall be
distributed as follows: Memorabilia shall be distributed to the persons who
donated them, or their heirs. In the event items are not distributed in whole
or in part, the residue shall be presented to some organization in Minco, Minco
city government, or Grady County Historical Society, for public purpose. Such
distribution shall be made in accordance with all applicable provisions of the
laws of this state within the meaning of Section 501(c)3 of the Internal Revenue
Code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 10 preceding pages, as the Bylaws of this corporation.
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Original established February 20, 2003
Revised March 20, 2003, Article IV, Section 1, changed "Recorder" to "Reporter".
Revised May 15, 2003, added "ARTICLE XIII: Limitation of Liability"
Revised August 7, 2003, in Article III
Membership, Section 3:
"Membership categories shall include Individual ($15 annually) and
Corporate/Business ($25 annually)." changed to "Membership categories
shall include Individual ($15 annually or $200 lifetime) and
Corporate/Business ($25 annually or $300 lifetime).
Revised August 7, 2003, Article VII Meetings, Section 4, "Ten members of the Society shall constitute a quorum" changed to "Five members of the Society shall constitute a quorum".
Revised October 7, 2004:
Added sentence to Article 1, Section 1, as follows: “Location of the Society is Minco, Grady County, Oklahoma.”
Added Article II, Section 2.
Added Article III, Section 5.
Added Article IV, Section 1, items a, b, c, and d.
Added Article V, Sections 4, 5, 6, and 7.
Added Article XIV.
Added Article XV.
Added Article XVI.
Added page “Adoption of Bylaws”
Revised June 5, 2008
Added Article XIV section 5, "perpetual fund".
Revised Oct 1, 2009
Changed Article III, sections 3 and 5 to include "individual/family" membership and one vote per family.