Section 1. CORPORATE NAME AND ADDRESS The name of the Corporation is Eagle County Historical Society, Inc. Its office is 100 Fairgrounds Road, Post Office Box 192, Eagle, Colorado, 81631.
Section 1. CORPORATION “Corporation” shall mean and refer to: Eagle County Historical Society, Inc., a Colorado corporation.
Section 2. MEMBER “Member” shall mean and refer to those persons, organizations and other entities who express interest in preserving the local history of Eagle County and support the organization by payment of annual or lifetime dues. Organizations or other entities who are members are entitled to one vote and to otherwise be treated as an individual member.
Membership classes are listed below. All classes are entitled to the same privileges and responsibilities. All members fall into one of the following classes:
– Senior / Student
– History Buff
– Business Sponsor
– Corporate Sponsor
– Community Sponsor
Section 1. ANNUAL MEETING The annual meeting of the members shall be held on a date established by the Board of Directors within the fiscal year of the Corporation.
Section 2. SPECIAL MEETINGS Special meetings of the members may be called by the President of the Board of Directors, or upon the request of a majority of the Board of Directors. A special meeting may also be called upon the request of one-fourth of the members of the Corporation.
Section 3. NOTICE Written notice shall be given for the annual meeting and for special meetings where voting of the membership will occur. This notice will be given in writing by U.S. Mail, or by electronic mail (E-Mail) to members who have agreed to receive communications in that way, at least 15 days before the scheduled meeting. Mail (or E-Mail) notice will be made to the address registered with the Corporation for the member. Such notice will state the date, time, location and purpose for the meeting.
Section 4. PROXIES At both the annual and special meetings, proxies may be used to cast member’s votes. A proxy may be presented by mail to the Corporation’s secretary at least five days before the meeting, or by presentation of another member at the meeting.
Section 5. QUORUM The total of members present at an annual or special meeting plus those presenting a proxy shall constitute the quorum, except as otherwise stated in these bylaws.
Section 6. MAJORITY All votes taken to elect officers or to decide other Corporation business require a majority of the quorum to pass.
BOARD OF DIRECTORS COMPOSITION AND TERM OF OFFICE
Section 1. GOVERNING BOARD The Board of Directors of the Corporation shall consist of the President, Vice-President, Secretary, Treasurer and other officers as determined by the membership. Each member of the Board of Directors shall have one vote when the Board of Directors votes.
Section 2. TERM Each member of the Board of Directors shall serve for a two year term. The terms of the President, Secretary and Publications Executive shall start at the beginning of the Fiscal Year in even numbered years, and the terms of the Vice President, Treasurer, Membership Executive and Events Executive shall start at the beginning of the Fiscal Year in odd numbered years. Members of the Board of Directors shall be elected at the annual meeting of the membership.
Section 3. REMOVAL Any member of the Board of Directors may be removed, with or without cause by a vote of the membership at a special meeting. In the event of removal, resignation or death of a Board of Directors member a successor shall be selected by the Board of Directors to complete the term.
Section 4. COMPENSATION No member of the Board of Directors shall receive compensation for their services as Board of Directors member. Board of Directors members may receive reimbursement for expenses incurred on behalf of the Corporation.
Section 5. ACTION WITHOUT A MEETING Any member of the Board of Directors shall have the right to take actions for the Corporation without a meeting of the Board of Directors by obtaining prior written or verbal agreement of the Board of Directors members. Any action so taken shall have the same effect as one taken with a vote of the Board of Directors at a meeting.
NOMINATION AND ELECTION OF OFFICERS
Section 1. NOMINATIONS Prior to the annual meeting of the Corporation, a nominating committee shall be appointed. This committee shall determine and present nominations for all of the offices of the Board of Directors that will expire at the end of that year. A member of the Board of Directors shall serve as chairperson of the nominating committee. The committee shall consist of at least three members. The names of those selected by the nominating committee shall be presented to the membership in the notice for the annual meeting. At the annual meeting the nominations will be presented to the membership and nominations will be accepted from the floor.
Section 2. ELECTION After nominations are completed, an election shall be held and a person elected for each office that expires in that year by counting the votes of those present and proxies presented. The candidate with the most votes shall be considered elected to each office.
BOARD OF DIRECTORS MEETINGS
Section 1. REGULAR MEETINGS The Board of Directors shall hold regular meetings as the business of the Corporation shall require. The Board of Directors will provide a schedule of its planned meetings to the membership. Members can check with the president regarding any changes, or agenda items for each Board of Directors meeting.
Section 2. DECISIONS A majority of the membership of the Board of Directors shall constitute a quorum of the Board of Directors. Every decision made or action taken shall require a majority of the quorum of the Board of Directors. Decisions made and actions taken in this way shall be regarded as an act of the Board of Directors.
Section 3. MEMBER ATTENDANCE Members of the Corporation shall be allowed to be present at meetings of the Board of Directors, to be heard by the Board of Directors and to be advised of actions taken by the Board of Directors.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. POWERS The Board of Directors shall have the following powers;
(a)suspend the voting rights of a member who is not current in dues payment,
(b)exercise for the Corporation all powers, duties and authority vested in, or delegated to the Corporation that are not reserved for the membership by other provisions of these bylaws or the Articles of Incorporation,
(c)declare the office of a member of the Board of Directors to be vacant in the event of the prolonged absence of that member without explanation,
(d)receive donations, grants and other support for the use of the Corporation,
(e)engage in and obligate the Corporation to engage in activities promoting local historical interest and related activities in and about Eagle County, Colorado.
Section 2. DUTIES It shall be the duty of the Board of Directors to do the following;
(a)cause to be kept a complete record of all acts, determinations and Corporate affairs. Make these records available to the members upon request,
(b)supervise all officers, agents and employees of this Corporation, and to see that their duties are properly performed.
OFFICERS AND DUTIES
Section 1. OFFICERS The officers of the Corporation shall consist of the President, Vice-President, Secretary, Treasurer and other officers as determined by the membership.
Section 2. TERM All officers shall be elected for two year terms as specified in Article IV above. The term of each officer is one year unless the officer should resign or be removed from office by the membership or the Board of Directors.
Section 3. REMOVAL Any officer may be removed from the Board of Directors with or without cause by a vote of the membership. Any officer may resign at any time by giving written notice to the Board of Directors.
Section 4. REPLACEMENT If any office of the Board of Directors shall become vacant, either by removal, resignation or through other cause the Board of Directors shall appoint a replacement to serve the remainder of the officer’s term.
Section 5. DUTIES The duties of the officers are as follows;
(a)President – The president shall preside at all meetings of the membership, see that orders and resolutions of the membership are carried out, sign all leases, mortgages, deeds and other written instruments that obligate the Corporation. Represent the Corporation at public hearings and presentations. Serve as the co-signer with the Treasurer or Vice President for all checks and other instruments of over $500 value.
(b)Vice-President – The vice-president shall act in the place and stead of the president and in the event of the president’s absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the membership. Serve as the co-signer with the treasurer or President for all checks and other instruments of over $500 value.
(c)Secretary – The secretary shall record the votes and keep the minutes of all meetings and proceedings of the membership and the Board of Directors; serve notice of meetings of the membership: and shall perform such other duties as required by the membership or the Board of Directors.
(d)Treasurer – The treasurer shall serve as the chief financial officer on the Board of Directors. The treasurer shall guide the board in managing the financial assets of the Society. The treasurer shall oversee the activities of the Society’s bookkeeper and conduct reviews of processes and results of the bookkeeper’s efforts. The treasurer shall also lead the process of developing the annual operating budget for the Society.
(e)Bookkeeper – The bookkeeper is an appointed and paid position. The Board of Directors is responsible for the selection of the bookkeeper. The bookkeeper shall receive and deposit in appropriate bank accounts all monies of the Corporation and shall disburse such funds as directed by actions of the Board of Directors and the membership; shall obtain an authorizing signature for all checks and promissory notes of the Corporation from those noted below; ensure that all checks of greater than $500 are signed by two of the following parties, the President, Vice President, Treasurer or other selected officer; keep proper books and accounts; cause an audit of the corporation books to be made by a public accountant at the request of the majority of the membership to be presented to the membership at its regular annual meeting.
(f)Publications Executive –Facilitates the printing, distribution, sale and marketing of books.
(g)Events Executive – Maintains annual events schedule. Works with other corporate officers and members on determining programs, choosing speakers, publicizing and staging special events.
(h)Membership Executive – Maintains necessary records of members including identification of the class of each member, mailing address and electronic communication address (if furnished). Manages the annual membership drive activity and facilitates the communications between the board and the general membership for notices, newsletters and meeting notices. Identifies within the membership data identification of elected officers and their term of duty.
Section 1. COMMITTEES The Corporation’s Board of Directors may appoint such committees as deemed appropriate in carrying out the functions of the Corporation.
Section 1. MEMBER DUTIES Each member is obligated to pay to the Corporation regular and special dues. Each member who has paid the yearly dues is considered as a member for the calendar year. This applies to all types of membership other than lifetime membership. Dues which are not paid when due are considered to be delinquent. When dues are delinquent more than three months, the member is removed from the membership rolls.
Section 1. AMENDMENTS These bylaws may be amended by the Board of Directors, except for this Article. These bylaws may also be amended at a regular or special meeting of the members by a vote of a majority of members present in person or by proxy. An amendment made by the members may be amended or deleted only by a vote of the members.
Section 2. ORDER OF PRECEDENCE In case of any conflict between the Articles of Incorporation and these bylaws, the Articles shall prevail.
Section 1. FISCAL YEAR The fiscal year of the Corporation shall begin on January 1 and end at midnight on December 31 of each year