Bylaws

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BYLAWS OF THE

CHARLESTON-CALHOUN-HIWASSEE HISTORICAL SOCIETY
 

ARTICLE I - Name

The name of this association shall be the Charleston-Calhoun-Hiwassee Historical Society.. Its headquarters shall be located at 746 Highway 163, P.O. Box 115, Calhoun, Tennessee 37309.

ARTICLE II - Mission

The mission of the Society shall be the collection, preservation and dissemination of knowledge about the cities of Charleston and Calhoun Tennessee, and the surrounding areas of both towns. More particularly, its objectives shall be:

1. To locate and collect any material which may help to establish or illustrate the history of the Cities of Charleston-Calhoun and the surrounding Hiwassee River areas, with special emphasis on the Native American culture. These materials shall include but are not limited to: printed matter such as histories, genealogies, biographies, gazetteers, directories, newspapers, pamphlets, catalogues, circulars, handbills, programs and posters; geological and Native American artifacts; manuscript materials such as letters, diaries, journals, account books, charts, oral history interviews; account books, charts, audio and video materials and other multi-media materials; and other museum materials such as pictures, photographs, paintings, portraits, furniture, scenery, and such artifacts that are illustrative of events, and activities of its residents in the cities of Charleston and Calhoun. These materials to be collected, preserved, and exhibited in accordance with all laws and regulations that may apply to the collection, possession and preservation of such materials, as appropriate.

2. To disseminate historical information to any interested persons, groups, and institutions by any of the following means: publishing historical materials such as newsletters and books; maintaining a web site that presents information and photographs; holding meetings featuring workshops, lectures, or informative programs; conducting historic tours; marking or restoring historic buildings and sites; and by operating a museum, historic site, or interpretive center.

3. To make this material available for study and research by individuals and scholars, as appropriate, making sure that it is accessible to the public in compliance with the provisions of the Americans with Disabilities Act as amended.

4. To accomplish these goals through the establishment of clearly defined collection, preservation, and dissemination policies and procedures.

5. To provide that all programs, functions and events of the Society, including membership, shall be made available to anyone regardless of race, color, age, national origin, marital status, disability, religious or political affiliation, gender, or sexual preference. 6. And that this organization shall have the power to own property, to apply for and receive grants, that it may accept bequests and may establish and maintain an endowment fund for carrying out the above stated purposes.
 
ARTICLE III - Membership

1. The society shall be composed of active, life and honorary life members.

2. Any person interested in the history of Charleston-Calhoun and the surrounding areas may be enrolled as an active member upon receipt by the secretary of the first payment of dues. Membership shall run from January 1 to December 31.

3. Change of dues for membership shall be proposed by the Board of Trustees, subject to majority approval of members present and voting at the annual meeting or a two-thirds vote of the Board of Trustees at any regular meeting.

4. Active membership shall include the following categories:

a. Individual membership - any person may become a member of the Society by payment of annual dues.

b. Family memberships are defined as adults and immediate family members under the age of 19, residing in the same household.

c. Senior citizen memberships are defined as individuals age 60 or over, or two or more individuals 60 or over, residing in the same household.

d. Club, association, or business memberships - any club, association, or business interested in the programs or purposes of the Society may become members by payment of annual dues.

5. No person shall be qualified as a member and entitled to vote at regular, special or annual meetings unless his or her annual dues have been paid to the treasurer and his or her name is inscribed on the membership list at or in advance of any meeting.

6. Members failing to pay their dues after they become payable shall be dropped from the rolls 60 days after the mailing of a notice of such default.

7. Any individual, in recognition of achievements or for services rendered in line with the purposes of the Society, may be elected an Honorary Life member by a two-thirds vote of the members present at any regular meeting. Honorary life members shall not be required to pay dues. They may attend all meetings of the Society, and they shall have the right to vote.

 
ARTICLE IV - Government

1. The officers of the Society shall be a president, a vice president, a secretary, a treasurer, and three to five other members to form a Board of Trustees. This Board shall manage the affairs of the Society, subject to such regulations and restrictions as may be prescribed by the Society.

2. The officers, with the exception of the treasurer, and the Board of Trustees shall be elected at the annual meeting by ballot of the membership for a two-year term and shall hold office until their successors have been elected. In case of vacancy arising in an office, it may be filled for the remainder of the unexpired term through selection by the Board of Trustees.

3. The retiring president of the Society shall automatically become an ex-officio member of the new Board of Trustees, to act in an advisory and consultative capacity for a two-year period.

4. The treasurer may be appointed by the Board of Trustees and will serve at the pleasure of the Board.

5. Elections will be held at the annual meeting and may be done by secret ballot, unless by acclimation.

6. The Charleston-Calhoun-Hiwassee Historical Society is and shall be an equal opportunity employer. It does not discriminate based on race, color, age, national origin, marital status, disability, religious or political affiliation, gender, or sexual preference. All vacancies, whether paid or volunteer, will be filled on the basis of qualifications the applicant has in relation to the job requirements.
 
ARTICLE V - Board of Trustees

1. The business of the Society shall be conducted by a Board of Trustees. The terms of trustees shall be staggered so that no more than three trustees shall be elected in one election. Tenure for the first Board members shall be as follows: one shall serve one year, one shall serve two years, three shall serve three years. Successive elections shall be to full three-year terms.

2. The Board of Trustees shall have the responsibility of establishing policy to achieve the objectives of the Society as stated in Article II of these bylaws.

3. The Board of Trustees shall cooperate with any existing local historical societies to achieve goals established by these bylaws.

4. The Board of Trustees shall meet at regular intervals, such intervals to be determined by a special meeting of the Board of Trustees held immediately following the adjournment of the annual meeting of the Society. The schedule for those meetings will be available to the membership and will be open for their attendance. 5. A minimum of three Board members shall constitute a quorum for conducting business at any regular meeting of the Board of Trustees.

6. All business of the Board shall be conducted in conformity with Robertís Rules of Order.

7. The Board shall hold such special meetings as may be necessary for conducting business of the Society. Special meetings of the Board may be called by the president; in his or her absence by the vice president; or any three trustees. Board members shall receive advance notice of special Board meetings by written notice, email, or telephone call.

8. The Board of Trustees shall be empowered to employ or dismiss an executive director whose duties will be determined by the Board of Trustees in a written policy and duty statement. The executive director may hire a staff to carry out the goals and policies under the direction of the Board of Trustees.

9. The Board of Trustees shall appoint members of the Society to fill an unexpired term which may become vacant on the Board of Trustees. Should a trustee be absent from a majority of Board meetings during the year, the office may be declared vacant and a new trustee appointed by the Board until the next election.

10. A trustee may be compensated for his or her services if authorized by the Board of Trustees.

11. The Board of Trustees is responsible for the development of a collection policy, a long-range plan, and whatever other policies are needed to carry out the purposes of the Society, as stated in Article II of these bylaws. These policies should be reviewed annually and revised as needed.

12. The Board of Trustees may remove from the membership rolls any member of the Society or of the Board of Trustees who is found to be acting in a manner that is detrimental to the Society and its mission. A two-thirds vote of the Board of Trustees is required for such action and it must be confirmed by a majority vote of the membership present at the removal meeting. Notice of the proposed removal will be given to members prior to the annual meeting or of a special meeting called for this purpose. The person involved shall be given the opportunity to be heard at the meeting where his or her removal is considered.
ARTICLE VI - Duties of Officers

1. The president shall preside at all meetings of the Society and of the Board of Trustees. If the president is absent at any meeting, the vice president shall assume his or her duties. The president, with the help of the secretary, shall determine the agenda for all meetings.

2. The vice president shall assume the office of president should the president be unable to execute his or her duties. The vice president shall also be in charge of activities directly related to the membership, e.g., programs for the membership and membership recruitment.

3. The secretary shall keep the minutes of all meetings of the Society. The secretary shall maintain a current membership list and will have a current membership list present at all Society meetings. The secretary shall also conduct the correspondence of the Society, give notice of all meetings, notify committee members of their appointments, and carry on such other correspondence as may be necessary for conducting the affairs of the Society. The secretary shall be responsible for the annual registration of the Society with the Tennessee Secretary of Stateís Office.

4. The treasurer shall collect the dues of members and all donations and allocations of money to the Society. The treasurer shall keep an account of the same and shall make a report thereof at the annual meeting and whenever required by the Society or the Board of Trustees. All Society money is to be kept in a Society bank account. The treasurer shall pay out monies of the Society upon presentation of bills approved by the Board of Trustees as attested to by the secretary. At the close of each fiscal year, the books shall be audited and a report submitted to the membership.
ARTICLE VII - Meetings

1. The meetings shall be held the third Sunday of each month. The Board of Trustees shall set the date of the meeting. Two weeks notice must be given to all members.

2. Regular meetings of the membership shall be at least four times each year. Specific dates will be determined by the Board of Trustees. Such regular meetings may be held on a rotation basis in locations around the Cities of Charleston and Calhoun at the discretion of the Board.

3. Special meetings of the Society or Board of Trustees may be called by the president at any time and also upon written request by ten members of the Society or a majority of the Board of Trustees.

4. A simple majority representing at least 10 percent of the membership of the Society or two thirds of the Board of Trustees must be present to constitute a quorum for annual and special meetings.

5. The Society shall operate on a fiscal year, running from January 1 through December 31.

6. All eligible members may cast one vote. Voting will be done by ballot or a show of hands. Voting by proxy is not allowed.

7. All meetings shall be conducted in accordance with Robertís Rules of Order.
ARTICLE VIII - Committees

1. The president shall appoint, or cause the Board of Trustees to appoint, such standing committees as are deemed necessary for the efficient operations of the Society. Chairs from such committees, shall, insofar as possible, be appointed from members of the Board of Trustees. Such committees may include regular members of the Society.

2. Standing committees shall be appointed to serve until a particular project is completed or until the next annual meeting, whichever occurs first. All committees may be reappointed annually. There shall be no limit to the number of annual terms to which a member of a committee may be appointed.

3. The president, or in his or her absence the vice president, shall be an ex-officio member of all committees.

4. The chairs of all committees shall represent their respective committees at meetings of the Board of Trustees when requested to attend by the Board.
ARTICLE IX - Disposition of Collections

1. The Society or Board of Trustees shall make provision for the custody and housing of all material of historic value received by the Society. No artifact which has been received as the result of a donation or by purchase with Society funds may be disposed of, or may be returned to the donor or their heirs, unless provision is made to assure that there is compliance with all rules and regulations of the Internal Revenue Code of 1986, Section 170, as related to charitable contributions.

2. It is hereby provided that if the Society fails in two consecutive years to have a quorum at its annual meeting, it shall be interpreted as the cessation of an effective working organization. All articles belonging to it shall be placed in the care of the East Tennessee Historical Society until such time as a new society can be organized or the District Court arranges disposition of the articles to a suitable 501(c)(3) organization.
ARTICLE X - Indemnification of Officers and Directors

1. The Society shall indemnify any officer, trustee, employee, or volunteer who is sued for actions done in good faith for the benefit of the Society and in the performances of his or her duties for the same. This shall not cover criminal actions that result from unlawful conduct.

2. Indemnifications may be covered through the purchase of insurance or by any means the Society chooses.
ARTICLE XI - Amendment

Amendments to these bylaws may be proposed in writing and filed with the secretary by any three members. The secretary shall notify all members in writing of the proposed amendments at least two weeks before a regular meeting of the Board of Trustees or the annual meeting. Amendments may be adopted by a two-thirds vote of the Board of Trustees or a two-thirds vote of the members present, provided a quorum is present.