Bylaws of Apalachicola Area Historical Society, Inc.
Article I
This Corporation shall be known as the APALACHICOLA AREA HISTORICAL SOCIETY, INC., a nonprofit Florida corporation.
Article II
Section 1: Qualifications for membership in this Corporation, other than those set forth in paragraph VI of the Articles of Incorporation, shall be an interest in the objectives of the Corporation, and a willingness to participate in the activities of the Corporation, insofar as possible.
Section 2: Membership in this Corporation shall be contingent upon the payment of annual dues in the amount prescribed in these Bylaws, to the Treasurer of the Corporation. Said payment shall be made no later then the regular September meeting of each year.
Section 3: Any member wishing to withdraw from the Corporation, or from an elective office of the Corporation, shall present his or her resignation in writing to the Secretary, for action by the Executive Board.
Section 4: The Executive Board may prescribe suitable certificates of membership for each class of members.
Article III
Section 1: Annual dues shall be $10.00 each for Active Members, and $25.00 for Sustaining Members. Junior Members (persons under the age of 18), shall pay $5.00, and Honorary Members shall pay no dues.
Section 2: The Executive Board shall act upon the membership of any Active, Sustaining or Junior Member who fails to pay his or her dues in accordance with these Bylaws.
Article IV
Section 1: The Executive Board, by majority vote, is authorized to approve administrative expenditures of $250.00 or less, provided that such expenditure is for the corporate good, and that no such expenditure shall reduce the Corporation’s administrative funds below the sum of $250.00.
Section 2: The Executive Board, by majority vote, is authorized to approve expenditures for appropriate articles of furniture, etc. for use and display at the Raney House, in the amount of $250.00 or less. Such expenditures shall be made from the funds earmarked or such use.
Section 3: Any expenditures or proposed liability in excess of the amounts established by Sections 1 and 2 of this Article, shall be approved by a majority vote of the Active and Sustaining Members present and voting at a Regular or Special meeting of the Corporation.
Article V
“Robert’s Rules of Order”, revised edition, shall constitute the authority for parliamentary procedure at all meetings of the membership of the Corporation, or of the Executive Board, unless otherwise specified in the Articles of Incorporation or these Bylaws.
Article VI
Section 1: Regular Meetings shall be held quarterly, when possible, except in July and August. Notice of the time, date and place, as established by the President, shall be sent at least four days in advance of each Regular Meeting.
Section 2: Special Meetings may be called as required, by the President or the Executive Board, with all members of the Corporation being notified as expeditiously as possible, of the time, date, place and purpose of such meetings.
Section 3: The Annual Meeting shall be the Regular Meeting held in the month of June, and shall be utilized for the election of officers. It may also be utilized for a Membership Picnic.
Section 4: Meetings of the Executive Board shall be called by the President as required to conduct routine business, which does not require participation of the full membership, and to explore matters to be presented to the membership at a Regular or Special Meeting.
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Section 5: Discussion of the Articles of Incorporation or Bylaws, with a view to change, will normally apply at Annual Meetings, following election of officers, but may be called for at any other meeting, if necessary.
Article VII
Section 1: A quorum for a Regular, Special or Annual Meeting shall consist of not less than two Executive Board Members, one of whom must be the President, Vice President, Secretary or Treasurer, and not less than four other Active or Sustaining Members, present and voting.
Section 2: A quorum for a Board Meeting shall consist of not less than three members, one of whom must be the President or Vice President, present and voting.
Article VIII
Section 1: All monies accruing to the Corporation, from membership dues and other sources, shall be promptly deposited in the Corporation accounts. Funds shall be expended only in support of the objectives of the Corporation, and for such routine administrative purposes as deemed necessary by the Executive Board. No salaries or honoraria shall be paid to any Officers of the Corporation, or to the Chairman or members of any Committee.
Section 2: Monies received from membership dues, and from other sources specifically designated for such use, shall be utilized for administrative purposes.
Section 3: Proceeds from tours of the Raney House Museum, and other monies so designated, shall be deposited in the Raney House Maintenance Fund, and shall be expended for necessary repairs and maintenance of the Raney House and its adjacent “Carriage House”, as directed by the Board.
Section 4: All monies contributed to the Ilse Newell Fund for the Performing Arts shall be deposited to the Ilse Newell Fund Account.
Section 5: Monies accruing from all other sources shall be deposited in the General Account, to be used for Raney House Museum furnishings, and such other general purposes in keeping with the specific nature and objectives of the Corporation, as the Board and Membership shall see fit.
Section 6: The Treasurer shall render an annual accounting of all funds received and expended, for each account.
Article IX
Section 1: The Society shall cause a special committee to be formed annually, at the Membership Meeting, to be known as the Ilse Newell Fund Committee. It shall consist of a Chairman, and at least six other members. The Secretary and Treasurer of the Corporation shall automatically hold the same positions on the Committee, or may be appointed by the Chairman. The President of the Corporation shall be the principal Advisor to the Committee, with vote.
Section 2: The immediate Past President may also sit as an Advisor to the committee. The Chairman of the Committee shall appoint at least three (3) or more members of the Apalachicola Area Historical Society, Inc., BUT a majority of appointed members MUST hold active membership, in good standing, in the Society. The Chairman of the Committee shall, upon appointment, become a Director of the Corporation, and sit on the Executive Board.
Section 3: A separate bank account shall be maintained for the committee. All funds raised for the Ilse Newell Fund for the Performing Arts shall be deposited in Said account, and disbursed by the Treasurer only for approved expenses incurred in the activities of the Committee.
Section 4: The Ilse Newell Fund Committee shall establish an annual concert series, of four or more performances, starting in October or November of each year. Such performances shall be of professional quality, with the object of furthering the cultural enrichment of the Apalachicola area. Special emphasis shall be placed on encouraging participation of the schools, and school children.
Section 5: The Treasurer shall render an annual accounting, as specified in Article VIII, Section 6. The Chairman shall render an annual report of the Committee’s activities, and success of the concert series, together with tentative plans for the succeeding year.
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Article X
Section 1: The Vice President shall automatically be Chairman of the Raney House Maintenance Program. As such, in cooperation with the Raney House Museum Program Chairman,
he/she shall coordinate required maintenance and repairs through the Executive Board.
Section 2: A Chairman shall be appointed for the Raney House Museum Program. As such, he/she shall coordinate the opening of the Raney House Museum for Public (and privately scheduled) viewing. All active and sustaining members of the Society are expected to assist, as available, in keeping the house open, and escorting visitors through the museum. Upon acceptance of the appointment, the Chairman shall automatically become a Director, and sit on the Executive Board.
Article XI
Section 1: The President shall be the CEO and Chairman of the Board. As such, he/she shall preside at all meetings, appoint committees, attend to such other duties as usually pertain to the office of President. The President shall report to the organization on all meetings attended as a representative of the Corporation.
Section 2: The Vice President shall assist the President as required in the performance of executive duties, and shall preside at any meetings in the absence of the President. He/she shall also serve as required by Article X, Section 1.
Section 3: The Secretary shall keep minutes of all meetings, call the roll and attend to all correspondence of the Corporation, and shall have custody of the seal of the Corporation.
Section 4: The Treasurer shall be custodian of all funds and securities of the Corporation. He/she shall collect all monies due the Corporation, and disburse Corporation funds as required, but only in accordance with the provisions of these Bylaws. He/she shall maintain full financial records for the Corporation, and report thereon as requested by the President or the Board.
Section 5: One additional Director shall be elected for a term of two (2) years, starting with the Annual Membership Meeting of 1996, and each even calendar year thereafter. Such Director shall sit on the Executive Board, and perform such additional duties as the Board may deem necessary.
Section 6: Two additional Directors shall be elected for a term of two (2) years, starting with the Annual Membership Meeting of 1997, and each odd calendar year thereafter. Such Directors shall sit on the Executive Board, and perform such additional duties as the Board may deem necessary.
Article XII
In the event of a vacancy occurring in an office of the Corporation, for any reason, during the term of said office, the President shall appoint a member of the Corporation to fill such vacancy for the balance of the term. If a vacancy shall occur in the office of the Presidency, the Vice-President shall become the President, and shall appoint a new Vice-President to serve until the next election of officers.
Article XIII
Section 1: A Nominating Committee shall be appointed by the President, no later than the first Quarterly Meeting of the year. This Committee shall approach prospective officers and obtain their agreement to run for office, and to perform the requisite duties if elected. The Chairman of the Nominating Committee shall present the slate of nominations as the first order of new business at the next Annual Meeting. Further nominations may be made from the floor, prior to balloting for each office.
Section 2: Elections shall be held in accordance with ARTICLE X of the ARTICLES OF INCORPORATION. Election to office shall be by simple majority of those Active and Sustaining members present and voting. New Officers shall take office at the close of the meeting at which elected.
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Article XIV
Committees shall be appointed by the President, or Executive Board, as required. Only Active or Sustaining Members shall be eligible for the Chairmanship of any committee.
Article XV
Any Officer or Director may be removed from office by the Executive Board whenever, in the judgment of the Board, the best interests of the Corporation will be served thereby. Such action will require a two-thirds majority vote, with at least six members of the Executive Board, one of whom must be the President or Vice-President, present and voting.
Article XVI
The Executive Board shall provide a suitable seal, containing the name of the Corporation and the words “Corporation Not For Profit”. The seal of this Corporation shall be affixed to all
Certificates of Membership, and other documents contracts and papers as the Executive Board may direct.
Article XVII
These Bylaws may be amended as provided in the ARTICLES OF INCORPORATION of this Corporation.
Article XVIII
In the event of dissolution of the Corporation, in following the provisions of ARTICLE IV of the ARTICLES OF INCORPORATION, first consideration for distribution of Corporate assets shall be given to entities located in North Florida, with like purposes and objectives to those of this Corporation.
Amendments:
Addition: June 1997, Article IX, Section 2
Addition: June 1997, Article XII, Section 6
Change: June 2001, Article VI, Section 1
Elimination: June 2005, former Section X, disbanding Citizens Support Organization
This Corporation shall be known as the APALACHICOLA AREA HISTORICAL SOCIETY, INC., a nonprofit Florida corporation.
Article II
Section 1: Qualifications for membership in this Corporation, other than those set forth in paragraph VI of the Articles of Incorporation, shall be an interest in the objectives of the Corporation, and a willingness to participate in the activities of the Corporation, insofar as possible.
Section 2: Membership in this Corporation shall be contingent upon the payment of annual dues in the amount prescribed in these Bylaws, to the Treasurer of the Corporation. Said payment shall be made no later then the regular September meeting of each year.
Section 3: Any member wishing to withdraw from the Corporation, or from an elective office of the Corporation, shall present his or her resignation in writing to the Secretary, for action by the Executive Board.
Section 4: The Executive Board may prescribe suitable certificates of membership for each class of members.
Article III
Section 1: Annual dues shall be $10.00 each for Active Members, and $25.00 for Sustaining Members. Junior Members (persons under the age of 18), shall pay $5.00, and Honorary Members shall pay no dues.
Section 2: The Executive Board shall act upon the membership of any Active, Sustaining or Junior Member who fails to pay his or her dues in accordance with these Bylaws.
Article IV
Section 1: The Executive Board, by majority vote, is authorized to approve administrative expenditures of $250.00 or less, provided that such expenditure is for the corporate good, and that no such expenditure shall reduce the Corporation’s administrative funds below the sum of $250.00.
Section 2: The Executive Board, by majority vote, is authorized to approve expenditures for appropriate articles of furniture, etc. for use and display at the Raney House, in the amount of $250.00 or less. Such expenditures shall be made from the funds earmarked or such use.
Section 3: Any expenditures or proposed liability in excess of the amounts established by Sections 1 and 2 of this Article, shall be approved by a majority vote of the Active and Sustaining Members present and voting at a Regular or Special meeting of the Corporation.
Article V
“Robert’s Rules of Order”, revised edition, shall constitute the authority for parliamentary procedure at all meetings of the membership of the Corporation, or of the Executive Board, unless otherwise specified in the Articles of Incorporation or these Bylaws.
Article VI
Section 1: Regular Meetings shall be held quarterly, when possible, except in July and August. Notice of the time, date and place, as established by the President, shall be sent at least four days in advance of each Regular Meeting.
Section 2: Special Meetings may be called as required, by the President or the Executive Board, with all members of the Corporation being notified as expeditiously as possible, of the time, date, place and purpose of such meetings.
Section 3: The Annual Meeting shall be the Regular Meeting held in the month of June, and shall be utilized for the election of officers. It may also be utilized for a Membership Picnic.
Section 4: Meetings of the Executive Board shall be called by the President as required to conduct routine business, which does not require participation of the full membership, and to explore matters to be presented to the membership at a Regular or Special Meeting.
-1-
Section 5: Discussion of the Articles of Incorporation or Bylaws, with a view to change, will normally apply at Annual Meetings, following election of officers, but may be called for at any other meeting, if necessary.
Article VII
Section 1: A quorum for a Regular, Special or Annual Meeting shall consist of not less than two Executive Board Members, one of whom must be the President, Vice President, Secretary or Treasurer, and not less than four other Active or Sustaining Members, present and voting.
Section 2: A quorum for a Board Meeting shall consist of not less than three members, one of whom must be the President or Vice President, present and voting.
Article VIII
Section 1: All monies accruing to the Corporation, from membership dues and other sources, shall be promptly deposited in the Corporation accounts. Funds shall be expended only in support of the objectives of the Corporation, and for such routine administrative purposes as deemed necessary by the Executive Board. No salaries or honoraria shall be paid to any Officers of the Corporation, or to the Chairman or members of any Committee.
Section 2: Monies received from membership dues, and from other sources specifically designated for such use, shall be utilized for administrative purposes.
Section 3: Proceeds from tours of the Raney House Museum, and other monies so designated, shall be deposited in the Raney House Maintenance Fund, and shall be expended for necessary repairs and maintenance of the Raney House and its adjacent “Carriage House”, as directed by the Board.
Section 4: All monies contributed to the Ilse Newell Fund for the Performing Arts shall be deposited to the Ilse Newell Fund Account.
Section 5: Monies accruing from all other sources shall be deposited in the General Account, to be used for Raney House Museum furnishings, and such other general purposes in keeping with the specific nature and objectives of the Corporation, as the Board and Membership shall see fit.
Section 6: The Treasurer shall render an annual accounting of all funds received and expended, for each account.
Article IX
Section 1: The Society shall cause a special committee to be formed annually, at the Membership Meeting, to be known as the Ilse Newell Fund Committee. It shall consist of a Chairman, and at least six other members. The Secretary and Treasurer of the Corporation shall automatically hold the same positions on the Committee, or may be appointed by the Chairman. The President of the Corporation shall be the principal Advisor to the Committee, with vote.
Section 2: The immediate Past President may also sit as an Advisor to the committee. The Chairman of the Committee shall appoint at least three (3) or more members of the Apalachicola Area Historical Society, Inc., BUT a majority of appointed members MUST hold active membership, in good standing, in the Society. The Chairman of the Committee shall, upon appointment, become a Director of the Corporation, and sit on the Executive Board.
Section 3: A separate bank account shall be maintained for the committee. All funds raised for the Ilse Newell Fund for the Performing Arts shall be deposited in Said account, and disbursed by the Treasurer only for approved expenses incurred in the activities of the Committee.
Section 4: The Ilse Newell Fund Committee shall establish an annual concert series, of four or more performances, starting in October or November of each year. Such performances shall be of professional quality, with the object of furthering the cultural enrichment of the Apalachicola area. Special emphasis shall be placed on encouraging participation of the schools, and school children.
Section 5: The Treasurer shall render an annual accounting, as specified in Article VIII, Section 6. The Chairman shall render an annual report of the Committee’s activities, and success of the concert series, together with tentative plans for the succeeding year.
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Article X
Section 1: The Vice President shall automatically be Chairman of the Raney House Maintenance Program. As such, in cooperation with the Raney House Museum Program Chairman,
he/she shall coordinate required maintenance and repairs through the Executive Board.
Section 2: A Chairman shall be appointed for the Raney House Museum Program. As such, he/she shall coordinate the opening of the Raney House Museum for Public (and privately scheduled) viewing. All active and sustaining members of the Society are expected to assist, as available, in keeping the house open, and escorting visitors through the museum. Upon acceptance of the appointment, the Chairman shall automatically become a Director, and sit on the Executive Board.
Article XI
Section 1: The President shall be the CEO and Chairman of the Board. As such, he/she shall preside at all meetings, appoint committees, attend to such other duties as usually pertain to the office of President. The President shall report to the organization on all meetings attended as a representative of the Corporation.
Section 2: The Vice President shall assist the President as required in the performance of executive duties, and shall preside at any meetings in the absence of the President. He/she shall also serve as required by Article X, Section 1.
Section 3: The Secretary shall keep minutes of all meetings, call the roll and attend to all correspondence of the Corporation, and shall have custody of the seal of the Corporation.
Section 4: The Treasurer shall be custodian of all funds and securities of the Corporation. He/she shall collect all monies due the Corporation, and disburse Corporation funds as required, but only in accordance with the provisions of these Bylaws. He/she shall maintain full financial records for the Corporation, and report thereon as requested by the President or the Board.
Section 5: One additional Director shall be elected for a term of two (2) years, starting with the Annual Membership Meeting of 1996, and each even calendar year thereafter. Such Director shall sit on the Executive Board, and perform such additional duties as the Board may deem necessary.
Section 6: Two additional Directors shall be elected for a term of two (2) years, starting with the Annual Membership Meeting of 1997, and each odd calendar year thereafter. Such Directors shall sit on the Executive Board, and perform such additional duties as the Board may deem necessary.
Article XII
In the event of a vacancy occurring in an office of the Corporation, for any reason, during the term of said office, the President shall appoint a member of the Corporation to fill such vacancy for the balance of the term. If a vacancy shall occur in the office of the Presidency, the Vice-President shall become the President, and shall appoint a new Vice-President to serve until the next election of officers.
Article XIII
Section 1: A Nominating Committee shall be appointed by the President, no later than the first Quarterly Meeting of the year. This Committee shall approach prospective officers and obtain their agreement to run for office, and to perform the requisite duties if elected. The Chairman of the Nominating Committee shall present the slate of nominations as the first order of new business at the next Annual Meeting. Further nominations may be made from the floor, prior to balloting for each office.
Section 2: Elections shall be held in accordance with ARTICLE X of the ARTICLES OF INCORPORATION. Election to office shall be by simple majority of those Active and Sustaining members present and voting. New Officers shall take office at the close of the meeting at which elected.
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Article XIV
Committees shall be appointed by the President, or Executive Board, as required. Only Active or Sustaining Members shall be eligible for the Chairmanship of any committee.
Article XV
Any Officer or Director may be removed from office by the Executive Board whenever, in the judgment of the Board, the best interests of the Corporation will be served thereby. Such action will require a two-thirds majority vote, with at least six members of the Executive Board, one of whom must be the President or Vice-President, present and voting.
Article XVI
The Executive Board shall provide a suitable seal, containing the name of the Corporation and the words “Corporation Not For Profit”. The seal of this Corporation shall be affixed to all
Certificates of Membership, and other documents contracts and papers as the Executive Board may direct.
Article XVII
These Bylaws may be amended as provided in the ARTICLES OF INCORPORATION of this Corporation.
Article XVIII
In the event of dissolution of the Corporation, in following the provisions of ARTICLE IV of the ARTICLES OF INCORPORATION, first consideration for distribution of Corporate assets shall be given to entities located in North Florida, with like purposes and objectives to those of this Corporation.
Amendments:
Addition: June 1997, Article IX, Section 2
Addition: June 1997, Article XII, Section 6
Change: June 2001, Article VI, Section 1
Elimination: June 2005, former Section X, disbanding Citizens Support Organization