BY-LAWS
OF
OSAGE COUNTY HISTORICAL SOCIETY
Approved 2011
Preamble
The purpose of the Osage County Historical Society is to bring together people interested in the history of Osage Co, MO. Our function is to discover and collect materials which help define or illustrate that history. The Society will provide for preservation of such materials and makes them accessible to the public as far as feasible. To assist us in fulfilling these aims and carrying them out, we do hereby establish these by-laws.
ARTICLE I
Membership
Section 1. Membership in the Society shall be open to any person or group interested in the goals and aims of our society. Membership categories shall be established as follows:
- Individual member – any one person.
- Joint members – any two persons in one household.
- Supporting members – a person, group, business or firm offering special support to the objectives of the Society.
- Institutional members – any organization, board, school, or library interested in the history of Osage County.
- Honorary members – honorary membership may be conferred upon any person whose activities have contributed to the objectives of the Society, at the discretion of the board of directors.
- Life members – individuals only.
Section 2. Members shall receive the monthly newsletter, have the right to vote at and participate in all quarterly meetings of the Society. They are able to use the resources of the Genealogical Center, and should be regular volunteers at all society activities and programs.
ARTICLE II
Dues
Section 1. Any person or group who applies for membership in any classification of membership and who tenders the necessary dues shall thereby become a member.
Section 2. The Board of Directors will set the amount of the annual dues for all categories of membership.
Section 3. Annual dues shall be due in December, and members in arrears more than three (3) months shall be dropped from membership after notification by mail. A member who has been dropped may reinstate membership by payment of current dues.
ARTICLE III
Schedule and Quorum for Meetings
Section 1. A regular meeting of the Society shall consist of a gathering of the board of directors together with all the members of the society who are able or care to assemble. Date, place, and time of regular meetings shall be published in the society’s newsletter. Regular meetings of the Society shall be held quarterly.
Section 2. The regular (quarterly) meeting held in November shall constitute the annual meeting of the Society.
Section 3. The board of directors shall meet monthly. Special meetings of the board of directors may be called by the president of the board.
Section 4. All business transacted at the quarterly meetings requires a majority vote of members present.
ARTICLE IV
Officers and Board of Directors
Section 1. The officers shall be a president, a vice president and a secretary who shall be elected for a term of two years; and a treasurer who shall be elected for a term of three years.
Section 2. There shall be thirteen (13) directors who shall be elected for a term of three years. Efforts shall be made that members be elected from each of the six townships in the county and the remaining to be elected at-large members.
Section 3. The officers and directors shall constitute the board of directors.
Section 4. Unless serving on the board in another capacity, the retiring president may be an ex-officio member of the board (without a vote) for a period of three months.
ARTICLE V
Duties of Officers and Directors
Section 1. The president shall have executive supervision over the activities of the Society within the scope provided by these by-laws. He/She shall preside at all meetings. He/She may report annually on the activities of the Society.
Section 2. The vice-president shall assume the duties of the president in the event of absence, incapacity, or resignation of the president; and shall secure program speakers and arrange for the location of the Society’s quarterly membership meetings.
Section 3. The secretary shall keep the minutes of the quarterly membership meetings of the Society and the monthly board of directors’ meetings and ensure that these said minutes are preserved in the offices of the Society.
Section 4. The treasurer shall be responsible for the safekeeping of the Society funds and for maintaining adequate financial records. He/She shall deposit all monies received by him/her with a bank of convenience approved by the board in the name of the Osage County Historical Society. Monies paid out shall be authorized by the treasurer. The treasurer shall render an annual report based on the calendar year. An annual audit by an outside agency shall be required as part of this report.
Section 5. The board of directors shall have the power to conduct all affairs of the Society. It shall select candidates for office pursuant to Article VI below. The board of directors shall decide questions of policy that for any reason cannot be acted upon at a meeting of the Society and perform such other functions as designated in the by-laws or otherwise assigned to it. The board of directors shall elect the officers from those board members already serving on the board. At any meeting of the board of directors, a majority shall constitute a quorum.
ARTICLE VI
Election of Board of Directors
Section 1. All directors shall be elected by a majority of votes cast at the annual meeting, after the candidates have been introduced.
Section 2. In the month of September, prior to the annual meeting, the secretary of the Society shall give each member of the board of directors a blank nomination form upon which such members may nominate a person or persons for membership on the board of directors. Nominations shall be returned at the next board of directors meeting. A committee on nominations appointed by the president of the board of directors shall select the candidates from the list of all nominees, and such candidates shall be approved by the board of directors.
Section 3. Nominations for open positions on the board of directors may also be made by any member of the Society at any time prior to balloting at the annual meeting and such nominations shall be added to the slate of candidates upon affirmative vote of a majority of members present at the annual meeting. A candidate for election to the board of directors shall be a member in good standing.
Section 4. A person who has been elected to the board of directors for two consecutive terms shall not be nominated for another term unless one year has elapsed between the end of his last term and the beginning of the term for which he is nominated.
Section 5. Prior to the annual meeting, the existing board of directors shall meet and elect by vote or by acclamation, new officers from those directors who will remain on the board. During the annual meeting, the new board of directors will be elected by a majority of the membership present.
Section 6. All directors and officers shall serve until their successors have been duly elected as per these by-laws. The new board term shall begin on January 1 of the following year. In the event of resignation or the incapacity of any officer except the president, the vacancy may be filled by a vote of the board of directors for the unexpired term of office.
ARTICLE VII
Committees
Section 1. The Society shall have the following standing committees:
- Library and Research Committee – responsible for collecting evaluating, cataloging; care, arrangement and repair of books, manuscripts, newspapers and other historical material. Also responsible for coordinating the efforts of individual active members interested in genealogy.
- Museum Committee – responsible for collecting, evaluating, cataloging, cleaning, repair and storage of historic objects; for arranging museum exhibits, and the correct historical interpretation of these exhibits; for the care, overseeing and upkeep of museum quarters.
- Publications Committee – responsible for any newsletter to members and for publicity to include advertisements and reports to newspapers, and posters in communities.
- Finance Committee – responsible for planning and conducting fundraising drives for the museum repair and maintenance and needed funds for other projects.
- Building Maintenance Committee – Responsible for the everyday maintenance and repairs that are required to keep the Society’s property in safe and sound condition.
Section 2. The president shall appoint members and chairmen of the standing committees.
Section 3. Other committees, standing or special, may be appointed by the president as directed by the Society or the board of directors.
ARTICLE VIII
Parliamentary Authority
The rules contained in Robert’s Rules of Order, or any other widely accepted manual by a recognized authority on parliamentary procedure, shall govern the proceedings of the Society except in such cases as are governed by the by-laws.
ARTICLE IX
Amendment to the By-laws
These by-laws may be amended at any regular quarterly or annual membership meeting by a two-thirds vote of those voting, provided notice was given previously. Or, they may be amended at a special meeting called for that purpose with previous notice and a two-thirds vote. All proposed amendments shall be made available to the membership.
ARTICLE X
Auxiliary Membership
The Osage County Historical Society will cooperate with the State and other historical societies and agrees to become an auxiliary member of the State Historical Society of Missouri, thereby entitling this Society to a representative at the annual meetings of the state organization and complimentary copies of the Missouri Historical Review.
ARTICLE XI
Lawful Conditions of the Corporation
Section 1. Distribution of Income. No part of the earnings of the corporation shall be applied to the benefit of, or be distributable to, its members, trustees, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
Section 2. Legislative or Political Activities. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.
Section 3. Operational Limitations. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions of which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Dissolution Clause. Upon the dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the 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 exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corres-ponding provision of any future United States Internal Revenue Law) as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.