Name and Location
The name of this Corporation shall be the Flagler County Historical Society, Inc., a not for profit· corporation organized under the laws of the State of Florida. The principal place of business and affairs of the Corporation shall be in the city of Bunnell in Flagler County, Florida.
Purpose and Objectives
This is a not for profit Corporation organized to create, operate and govern a historical museum in the City of Bunnell, FL and to promote historical and cultural research and education for the benefit of the public, the betterment of the community and to conduct any and all lawful business as deemed necessary to accomplish these purposes. This Corporation shall be non-discriminatory, non-partisan, non-sectarian, and shall not sponsor or support any political candidates.
1) The membership dues are payable at the time and in the amount set forth by the Executive Board. Any person or other entity who pays the membership dues as established by the Executive Board shall become a Member of this corporation for the year in which the dues are paid and shall be entitled to attend all meetings during the term of membership. Each Member shall be entitled to one vote on any issue brought before the General Membership. ·
2) Honorary Membership may be conferred upon any person or entity whose activities have contributed to the objectives of the Corporation in extraordinary ways. Such membership is conferred by a simple majority vote of the Executive Board. An Honorary Member shall be exempt from paying dues and shall have all the privileges of a General Member except for voting rights.
3) Membership shall be subject to review by the Executive Board which shall have full authority to classify and reclassify memberships and to determine the dues associated with each classification.
1) The fiscal year of the Corporation shall be from January 1 through December 31. All monies received by the Corporation shall be used and administered for the benefit of the Corporation.
2) The Executive Board shall designate the bank or banks for depository and drawing purposes.
3) All operating expenditures not approved in the budget or which exceed one hundred (100) dollars must be approved by the Executive Board. ·
4) All disbursement checks shall require a receipt or invoice to be issued by the designated officer.
1) The affairs of the Corporation shall be managed by an Executive Board which shall consist of all Officers, Directors and the immediate Past President of the Executive Board. All Directors shall serve on the Executive Board and be elected from the Corporation general membership. There shall be a minimum of three Directors elected from the Corporation’s general membership.
2) The Executive Board shall have the authority to engage and discharge employees and agents of the Corporation; admit, suspend, or expel Members; create and appoint committees; expend funds; and to do everything necessary and desirable to conduct the business of the Corporation in accordance with these Bylaws.
3) No Officer, Agent, or other person shall have the power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose, without Executive Board approval which includes but is not limited to Budget approval.
4) Members of the Executive Board and the Immediate Past President of the Executive Board shall serve a term of three (3) years each. The Immediate Past President position shall change as a new President is elected. The terms of the initial Executive Board Members shall be staggered so as to provide continuity in the governance of the corporation.
5) Each Director shall possess one (1) vote in matters coming before the Executive Board
Duties of Offices
1) The President shall be the Chief Executive Officer and shall set the agenda and preside at all meetings of the Corporation and the Executive Board. He/She shall appoint all committees and shall be an ex-officio member of those committees with the exception of the Nominating Committee.
2) The Vice President shall be vested with all the power of the President and shall be required to perform all of the duties of the President in the absence or disability of the President.
3) The Secretary shall be responsible for coordinating the recording of minutes of all meetings, maintenance of documents, and the correspondence of the Corporation.
4) The Treasurer shall keep an accurate account of all receipts and disbursements, shall deposit all funds in such manner as directed by the Executive Board, and shall make a financial report of the previous month’s activities at all Executive Board meetings. The Treasurer shall prepare an Annual Report for the previous fiscal year’s financial activities for the annual General Membership meeting. The checkbook shall be kept by the Treasurer but may be temporarily turned over to any Executive Board Member at the discretion of the President when the Treasurer will be away from Flagler County. Treasurer’s accounts and vouchers shall always be open to the Executive Board and Members of the Organization.
1) A slate of Officers and Directors shall be nominated by a nominating committee of not less than three (3) members appointed by the President no less than 4S days prior to the annual meeting in January.
2) The slate of nominated Officers and Directors shall be presented by the Nominating Committee to the General Membership at the Annual Meeting each year in January. Nominations may be made from the floor and in the event there is more than one nominee for a post that vote shall be by ballot
3) Newly elected Officers will take office at the end of the meeting at which they were elected and serve a term of one year or until such time as a successor is elected. Directors will begin serving their terms at the end of same meeting.
Vacancies – Removals
1) A vacancy among the Officers shall be filled by an appointee of the Executive Board for the unexpired term.
2) A vacancy of a Director shall be filled by an appointee of the Executive Board until the next annual election.
3) Any Officer or Director may be removed from office by a majority vote of the Executive Board of Directors after three (3) consecutive un-excused absences. The Executive Board will determine by a majority vote if the absence of a Director from a meeting is excused.
4) Any Officer or Director may be removed from office for just cause by a majority vote of the Members present at any meeting of the General Membership of the Corporation. Notice of the proposed removal of an Officer or Director must be given to such Officer or Director at least 72 hours prior to the date of the meeting at which such removal is to be voted upon and must state the cause for the proposed removal
1) The annual General Membership meeting must be held each fiscal year at a time, date and location to be determined by the Executive Board Notice to all members is to be mailed at least two weeks prior to the annual meeting.
2) There shall be monthly meetings of the Executive Board. This date is to be determined by the Executive Board. All meetings shall be open to Members of the Corporation and to the general public. Only members of the Executive Board may vote at a meeting of the Executive Board.
3) Special meetings may be called by the President or at the request of three (3) Executive Board members with at least 72 hours’ notice.
4) Five (5) members shall constitute a quorum at the Executive Board meetings. A quorum for the transaction of business at a Meeting of the General Membership shall be no less than five (5) Members in good standing, one of whom must be an Officer of the Corporation.
1) All notices required by law or by present or future rules and regulation of the Corporation given to any Member or Officer or Director of the Corporation shall be given by delivery of the notice to the member by electronic mail, or by U.S. mail delivery addressed to the Member or Officer at his or her address as it appears on the records of the Corporation; with postage thereon prepaid. A statement signed by the Secretary or a designee to the effect that such notice has been given in one of the above mentioned forms shall be sufficient evidence of the delivery of said notice.
2) Whenever any notice is required to be given under law or under the provisions of the Articles of the Incorporation or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
1) The President may appoint any committees he/she deems necessary.
2) An Audit Committee consisting of one General Member and two Executive Board Members shall be appointed by the Executive Board to conduct a review annually or upon the resignation of the Treasurer. The annual Audit Committee will be appointed at the December meeting and will conduct their audit within (sixty) days of the Treasurer’s Annual Report at the General Membership Meeting in January.
3) A Budget Committee consisting of a minimum of three members of the Executive Board shall be appointed by the Executive Board to prepare and present for approval an annual Budget. The annual Budget Committee will be appointed at the December meeting and will prepare their budget within 60 (sixty) days of the Treasurer’s Annual Report at the General Membership Meeting in January. Whenever possible the Treasurer will act as an ex-officio member of the Budget Committee.
The general principles contained in the current edition of Robert’s Rules of Order shall be the guidelines for all meetings unless other rules or procedures have been adopted by the Executive Board In the event of conflict, the Executive Board’s rules shall control. Article XIII Dissolution Dissolution of the Corporation may be accomplished as provided in Section 617.1402, Florida Statutes or its successor.
Any amendment to these Bylaws must be adopted by a simple majority of the Executive Board. These By-Laws revised and adopted on September 6, 2018 supersede all previous By-Laws.