2018 Revised Bylaws (Pending Approval Nov. 15, 2018)
ARTICLE 1 NAME
The name of this corporation association shall be: “The Blair County Historical Society, Inc.”, incorporated as a 501 (C) 3 non-profit corporation.
ARTICLE 2 OBJECT
The Blair County Historical Society collects, preserves, interprets, and diffuses the history of Blair County for the benefit of its members, the schools, and the general public. The Society shall fulfill this purpose by operating a museum which serves to display, maintain, and store artifacts, documents, a library and exhibits of historic interests; by publication of a regular newsletter, pamphlets, and books; by providing tours, educational materials, and programs; by the identification, protection, and preservation of historic sites, buildings, and artifacts; and by the development of financial, and organizational plans for the furtherance of Society activities and functions.
ARTICLE 3 Membership
Section 1 Eligibility
Any reputable person, business, or organization complying with the requirements hereinafter mentioned, may become a member of the Society by submitting a completed application accompanied by the applicable category dues to the Society office.
Section 2 Classes
There shall be five (5) classes of membership:
a. An Adult member shall be not less than 18 years of age. Adult members shall be entitled to all the privileges of the Society, and be entitled to one(1) vote.
b. A Student member shall be no more than 18 years of age. Student members shall be entitled to all privileges of the Society, except the right to vote and to hold office.
c. A Family membership may consist of not more than two(2) adults and all children under the age of eighteen(18) living in the same household. The Family membership shall be entitled to all the privileges of the society, and be entitle to one(1) vote for each adult member.
d. A Business member shall be any for profit entity. Business members shall be entitled to no more than three(3) designated voting representatives.
e. An Organization member shall be any not-for-profit entity. Organization members shall be entitled to no more than three(3) designated voting representatives.
Section 3 Privileges of Membership
a. Privileges for Adult, Student, and Family members shall include free admission to the Baker Mansion during regular hours, and such other privileges as the Board of Directors may designate.
b. Privileges for Business and Organization members shall include three (3) free passes for admission to Baker Mansion during regular hours, and such other privileges as the Board of Directors may designate.
Section 4 Annual Dues
Dues are payable on an annual calendar year basis on January 1 of each year, based on the amount set by the Board of Directors for each membership category. New members enrolled during the period September 1 through December 31 shall be credited with dues paid through the ensuing year.
Section 5 Suspension of Membership
Members in areas for dues beyond thirty (30) days after the mailing of second notices, or for other causes presented in writing, may be suspended or dropped from the rolls by two thirds vote of the members of the Board of Directors present and voting at a properly called Board meeting.
Section 6 Perpetuation of Life Membership
Any person who purchased a life membership or family life membership prior to January 1, 1995 shall continue to be designated as a life member or family life member and shall not be required to make annual payment of dues to retain active membership status and to exercise the privileges of membership. All monies received on such memberships and invested by the Budget and Finance Committee shall remain on investment and continue to be administered by said committee until such time as no life members or family life members remain on the rolls. The income from these investments may be used to defray costs incurred to administer the life memberships.
ARTICLE 4 OFFICERS
Section 1 Officers
- The officers of the society shall consist of a Chairman, 1st Vice Chair, 2nd Vice Chair, Secretary, Treasure, and a Chief Executive Officer (CEO) non-voting.
- Chairman: The Chairman shall preside at all board meetings and society membership meetings. The Chairman shall be an ex-officio member of all committees except the nominating committee. The Chairman ensures that the board’s directives are monitored and delegated to the CEO. The Chairman collaborates with the chief executive officer in partner to carry out the corporation’s mission.
- 1st Vice Chairman: The 1st Vice Chairman shall perform the duties of Chairman in their absence.
- 2nd Vice Chairman: The 2nd Vice Chairman shall perform the duties of Chairman in the absences of both Chairman and 1st Vice Chairman.
- Secretary: The Secretary shall record true and accurate minutes of all meetings of the Society, of the Board of Directors and of the Executive Committee; and shall maintain the Corporation’s meeting minutes digitally and in print.
- Treasurer: The Treasurer shall have charge of all of the funds of the Society, together with all such books, papers, accounting policies and procedures as pertain to the office, shall keep all records in accordance with 501c3 code and governing laws for non-profit corporations in the Commonwealth of Pennsylvania. Shall provide the Board of Directors with timely financial reports.
- Chief Executive Officer (CEO): The CEO is a non-voting officer and salaried administrator of the Corporation. The CEO responsible for all day-to-day management and operating decisions and is charged with the responsibility to carry out board decisions and mandates in a timely and transparent manner. The CEO acts as a direct liaison between the Board, staff, and society members; and works in partner with the Chairman of the Board. The CEO keeps the board up to date in a transparent and timely manner. The CEO serves on all committees and sub-committees and as needed chairs them. The CEO shall have the title of President and/or Executive Director; and is in charge of all public relation matters. The Board of Directors shall adopt and maintain a detailed job description of duties and responsibilities as delegated.
The officers shall be elected from the general membership to serve a one (1) year term beginning January 1 of each year. Officers may be re-elected for two (2) additional consecutive one-year terms in the same office, except for the Secretary and Treasurer, who may be re-elected for as many additional one-year terms as the Board of Directors determines.
Section 4 Board Vacancies
- In the event that the office of Chairman becomes vacant, the 1st Vice-Chairman automatically will become the Chairman.
- In the event of a vacancy in the office of the 1st Vice-Chairman, 2nd Vice-Chairman, Secretary, or Treasurer, the Chairman of Board, with the approval of the Board of Directors, shall appoint a person from the general membership of the Society to fill the office until the next election at the annual meeting.
- in the event of a vacancy of the CEO see section Article 10.
Section 5 Compensation
An officer may be paid a salary as determined by the Board of Directors.
ARTICLE 5 MEETINGS OF THE SOCIETY
Section 1 Annual Meeting
The Society shall meet annually during the fourth quarter of the year to hold elections and conduct each business as is necessary.
Section 2 Special Meetings
A special meeting of the Society may be called at any time by the Chairman.
Section 3 Quorum
Twenty members having the right to vote shall constitute a quorum of the Society.
Section 4 Notice of Meetings
Notice of the meetings of the Society shall be sent in writing to the members.
ARTICLE 6 Board of Directors
Section 1 Composition
The Board of Directors shall consist of the following members: The six(6) officers and nine (9) additional board members. The CEO and Solicitor shall be non-voting members of the Board of Directors.
Section 2 Terms of Service
Directors shall be elected to serve a three(3) year term, and may be reelected for additional three (3) year terms. The terms of Directors shall be staggered to allow for a regular rotation of three to five members in serving three-year terms. Members of the Board of Directors must be members in good standing of the Society by the date of the January Board of Directors meeting in order to exercise their duties.
Section 3 Duties and Powers of the Board of Directors
The Board of Directors shall conduct and manage business between meetings of the Society, but shall in no way modify any action of the Society. The Board shall have specific responsibility for the following duties:
a. Adopt policies and procedures for furthering the purpose of the Society.
b. Upon the recommendation of the Budget and Finance Committee, adopt and monitor an annual budget.
c. Have power to enter into contracts in the name of the Society and determine who shall be authorized, on behalf of the Society, to sign notices, receipts, acceptances, releases, contracts, and any other instruments.
d. At the end of each fiscal year, direct an annual audit of the books and accounts of the Society by a public accounting firm or individual public accountant, who will report the condition thereof as soon as practicable thereafter. The audit shall be available to the members of the Society upon request.
e. Appoint a solicitor from the General Membership of the Society if there is an attorney in good standing who is a member of the Society, and if not shall seek a solicitor from the attorneys in good standing in the Blair County Bar Association.
f. Promptly appoint members to fill vacancies in offices, Directorships, and nominating committee positions to complete the unexpired term.
g. Report to the membership at the Annual Meeting the business transacted since the previous Annual Meeting.
h. Obtain a bond with an approved Surety Company in an appropriate amount on the President, Treasurer, Director and any other position determined by the Board of Directors. The bond shall be in favor of the Blair County Historical Society conditioned upon the performance of the bonded persons trust, and the expense thereof shall be borne by the Blair County Historical Society.
i. Carry out such other duties as provided in these bylaws or as directed by action of the Society.
Section 4 Board of Director Meetings
a. Regular meetings of the Board of Directors shall be at least once a quarter or more frequently. January through October. The date, time, and place for such meetings shall be determined by the Board.
b. Special meetings of the Board of Directors may be called by the Chairman or any three members of the Board of Directors as deemed necessary or advisable, provided no less than forty-eight (48) hours’ notice is given of said meeting.
c. Meeting of the Board of Directors shall be open to members of the Blair County Historical Society and to others by invitation of the Chairman.
d. No voting may be done by proxy. A Director may exercise a vote when a poll is called by mail, telephone, or e-mail by the Chairman or an authorized officer.
Section 5 Quorum
Eight members having the right to vote shall constitute a quorum of the Board of Directors.
Section 6 Liability
The officers and Directors of the Society shall not be personally liable for monetary damages for any action taken or any failure to take any action unless such officer or Director has breached or failed to perform the duties of his or her office relating to standard care and justifiable reliance, and the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.
Section 7 Removal from Office
Should any officer, Director or appointee engage in behavior that is deemed detrimental to the Society, a written petition to remove that person from the office or position may be presented to the Executive Committee, citing the cause for removal and signed by at least three (3) Society members in good standing. The Executive Committee shall then make inquiry into the charges and schedule a vote on the petition at the next regular Board of Directors meeting, or at a specifically called Board of Directors meeting, provided that a minimum of 14 days written notice of the scheduled vote is given to all Board members. The Executive Committee may temporarily suspend the individual from his or her duties pending the outcome of the vote for removal. The decision to remove an officer, Director or appointee shall require a two-thirds vote of the members of the Board of Director present and voting at a Board of Directors meeting.
Section 8 Resignations
Any officer or Director desiring to resign his or her position shall submit a letter of resignation to the Board of Directors. The Board shall acknowledge this resignation at its next meeting.
Section 9 Absences from Meetings
Any member of the Board of Directors who is absent from three (3) regular meetings of the Board of Directors during one (1) calendar year without reporting an excuse to the Chairman or Executive Director, or Recording Secretary may be deemed to have tendered his or her resignation. No resignation shall be effective until accepted by action of the Board of Directors. The Recording Secretary shall notify any Board member who has been absent without cause for two (2) meetings.
Section 10 Advance Communications Technology
Attendance at Board meetings by means of advanced communications technology shall be permitted as determined by the Board of Directors.
Section 11 Fundraising
Collectively the Board of Directors in partner with the CEO are the chief fundraising and soliciting body of the Corporation and shall strive to keep the Corporation in sound financial status.
ARTICLE 7 Executive Committee
Section 1 Duties and Powers
The Executive Committee shall consist of the six (6) officers. The CEO shall be non-voting member.
Section 2 Duties and Powers
a. The Executive Committee shall transact business of the Society between meetings of the Board of Directors, provided it shall not assume any of the exclusive powers of the Board.
b. The Executive Committee may make recommendations to the Board of Directors
c. The Executive Committee will do a yearly review of the CEO’s job performance to the Board of Directors.
Section 3 Meetings of the Executive Committee
a. The Executive Committee shall meet at the call of the President, or upon written request of two (2) of its voting members, provided that no less than forty-eight (48) hours’ notice is given of said meetings.
b. In lieu of a face-to-face meeting, the Executive Committee may conduct business and vote by means of advanced technology in accordance with procedures determined by the Board of Directors.
Section 4 Quorum
A majority of the voting members of the Executive Committee shall constitute a quorum.
ARTICLE 8 Committees
Section 1: Standing Committees
It shall be the primary purpose of the Standing Committees of the Society to bring plans and proposals to the attention of the Board of Directors for its information, input, and action. The Standing Committees of the Society, with their duties, shall be the following:
- Budget and Finance Committee: to invest and administer all Society funds; to prepare, present, and monitor an annual budget; to supervise all expenditures; and to develop and recommend to the board policies and practices to maintain the Society in a sound financial position.
- Development Committee: Board’s fundraising activities, endowments, capital fundraising, annual giving plan, corporate giving plan, and estate giving.
- Event and Marketing Committee: to plan and carry out Society events to benefit the operation and mission of the Society, to establish an annual event’s calendar, recruits event volunteers, and establishes event coordinators; to develop annual marketing campaign and make recommendations on marketing decisions.
- Membership Committee: to maintain existing membership rolls, and to develop methods for membership recruitment.
- Buildings and Grounds Committee: to solicit bids and quotes for capital improvement, general maintenance, lease agreements, and coordinates volunteer work sessions for the betterment of buildings and grounds, review bids and quotes and provide guidance and make recommendations as it relates to buildings and grounds; and to evaluate current and future facilities need and make recommendations regarding the acquisition, transfer, or sale of properties.
- Curatorial Committee: to assist with the care, oversight, and use of the Society’s collections of historical artifacts, documents, reference materials, and curatorial equipment and supplies; to establish and recommend criteria and procedures for the acquisition, de-accession, and loan of items to and from the Society’s collections, and to propose to the Board action under such procedures; to develop, recommend, and implement policies and practices for the stabilization, conservation, and restoration of items in the collections; and to assist with the planning and preparation of exhibits of the materials and artifacts of the Society as well as those on loan from other sources.
- Exhibition Committee: to develop exhibition programing to attract new and repeat visitors to promote and interpret our history by partnering with the Curatorial Committee for artifacts to support the exhibition.
- Education Committee: to promote history by establishing educational programs and services to further enrich our community.
- Strategic Planning Committee: to assist in the development of short-term and long-term Society goals, assists with the development of a organizational master plan for capital improvements, policies and procedures, bylaws, general operations, and asset management.
The Chairman may establish special committees as necessary or advisable. Each special committee will have a written description that specifies the purpose and responsibilities of the committee and length of the committee’s existence.
Section 3 Committee Chairs and Members
All Standing Committees shall consist of no fewer than three members, at least one of who must be a member of the Board of Directors. The Chairperson of all committees’ shale be appointed by the Chairman from among the general membership of the Society. The remaining committee members shall be selected by the Chairperson from the general membership of the Society the Chairperson of any committee may be replaced by the President, the Board of Directors will be informed of the action taken by the President. The Chairperson, or a designated representative, will report committee activity and or make recommendations for action to the Board of Directors.
Section 4 Length of Service
The term of office of the Chairperson and committee members will expire at the end of the calendar year. There is no limit to the number of terms a Chairperson or committee members may serve.
Section 5 Subcommittees
A Standing Committee Chairperson, with the President’s Approval, may establish subcommittees as needed to make the operation of the committee more efficient. The Subcommittee will consist of at least two Society members. The Chairperson of the subcommittee shall report the subcommittee’s activities to the Chairperson of the Standing Committee.
Section 6 Amending Standing Committee Descriptions
- The Board of Directors may amend standing committee descriptions with 2/3 majority approval.
ARTICLE 9 Nominations and Elections
Section 1 Nominating Committee
A Nominating Committee, consisting of five members, shall be elected for a one-year term by the general membership at the annual meeting. Members of the Nominating Committee shall serve no more than two consecutive terms. After a lapse of one year, a member may be re-elected to the Nominating Committee. The chair of this committee shall be selected by the Committee from among its members.
Section 2 Nominations
Prior to the Annual Meeting, the Nominating Committee shall prepare a slate of nominees, naming at least one candidate for each office, vacant Directorships, and Nominating Committee position for the coming year. Nominees must be members of the Society in good standing, and they shall have been informed of the responsibilities of the office or position for which they are a candidate and shall have consented to serve as such. In selecting a slate of candidates, the Nominating Committee shall attempt to maintain with the Board a constituency geographically representative of Blair County as a whole. The committee shall report its nominations oat the Board of Directors meeting prior to the Annual Meeting.
Section 3 Elections
The Nominating Committee shall present the slate of nominees at the Annual Meeting. Additional nominations may be made from the floor. In the event there is more than one candidate for each office or Director vacancy, a ballot vote will be required for those positions. A plurality vote shall constitute an election. If there is only one candidate for the elected positions, a motion to elect shall be in order.
ARTICLE 10 Office and Staff Positions
Section 1 Society office
The office of the Blair County Historical Society shall be maintained at a place designated by the Board of Directors.
Section 2 Positions of the CEO and Curator
The Board may employ an CEO and or Curator to manage day-to-day affairs.
a. Candidates for the position of CEO or Curator shall be recommended by the Executive Committee and hired by a majority vote at a Board of Directors meeting.
b. Upon recommendation of the Executive Committee, termination of employment of the CEO or Curator shall be by 2/3rds vote by the Board of Directors at a Board meeting.
c. The duties, powers, salaries of the CEO and Curator shall be determined by the Board of Directors.
Section 3 Other Staff positions
The Board of Directors may create such other paid or volunteer positions, as they deem necessary or advisable. All such paid or volunteer staff shall be hired, directed, and supervised by the CEO and /or Curator.
ARTICLE 11 Dissolution/Disposition of Society Assets
Section 1 Sale of Assets
The sale of any artifacts, real estate, equipment, or other property owned by the Blair County Historical Society shall not be for private financial gain of any person.
Section 2 Dissolution
In the event of the dissolution of the Blair County Historical Society, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization(s) organized and operated for charitable, education, religious, or scientific purposes as shall be the time qualify as an exempt organization under section 501c3 of the IRS Code of 1954 (or corresponding provision of any future US IRS Law), as the Board of Directors Determine. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the County of Blair, exclusively for such purposes as said Court shall determine which are organized and operated exclusively for such purposes.
ARTICLE 12 Parliamentary Authority
The rules of parliamentary practice outlined in the current edition of Robert's Rules of Order, newly revised, shall govern all procedures in the Society, the Board of Directors, and the Executive Committee, subject to such specific rules as have been, or may be, adopted.
ARTICLE 13 Amendments
Section 1 Proposed amendments to theses Bylaws shall be submitted in writing to the Board of Directors and shall be acted upon the next Annual Meeting or a specially called meeting of the Society. A minimum of fourteen days written notice along with a copy of the posed amendment(s) shall be given to the membership for consideration at the next meeting of the Society. A two-thirds vote of the members present shall be necessary for the adoption of the amendment.
Revised Nov. 1988, Nov. 2012, Nov. 2018 (Pending)
Amended Nov. 1989, Nov. 1990, Nov. 1991, Nov. 1992, Nov. 1994, Nov. 1998, April 2003, Nov. 2005, Nov. 2011
Current Bylaws
Bylaws of the
Blair County Historical Society
ARTICLE 1 NAME
The name of this corporation association shall be: “The Blair County Historical Society, Inc.”, incorporated as a 501 (C) 3 non-profit organization.
ARTICLE 2 OBJECT
The Blair County Historical Society collects, preserves, interprets, and diffuses the history of Blair County for the benefit of its members, the schools, and the general public. The Society shall fulfill this purpose by operating a museum which serves to display, maintain, and store artifacts, documents, a library and exhibits of historic interests; by publication of a regular newsletter, pamphlets, and books; by providing tours, educational materials, and programs; by the identification, protection, and preservation of historic sites, buildings, and artifacts; and by the development of financial, and organizational plans for the furtherance of Society activities and functions.
ARTICLE 3 Membership
Section 1 Eligibility
Any reputable person, business, or organization complying with the requirements hereinafter mentioned, may become a member of the Society by submitting a completed application accompanied by the applicable category dues to the Society office.
Section 2 Classes
There shall be five(5) classes of membership:
a. An Adult member shall be not less than 18 years of age. Adult members shall be entitled to all the privileges of the Society, and be entitled to one(1) vote.
b. A Student member shall be no more than 18 years of age. Student members shall be entitled to all privileges of the Society, except the right to vote and to hold office.
c. A Family membership may consist of not more than two(2) adults and all children under the age of eighteen(18) living in the same household. The Family membership shall be entitled to all the privileges of the society, and be entitle to one(1) vote for each adult member.
d. A Business member shall be any for profit entity. Business members shall be entitled to no more than three(3) designated voting representatives.
e. An Organization member shall be any not-for-profit entity. Organization members shall be entitled to no more than three(3) designated voting representatives.
Section 3 Privileges of Membership
a. Privileges for Adult, Student, and Family members shall include free admission to the Baker Mansion during regular hours, and such other privileges as the Board of Trustees may designate.
b. Privileges for Business and Organization members shall include three (3) free passes for admission to Baker Mansion during regular hours, and such other privileges as the Board of Trustees may designate.
Section 4 Annual Dues
Dues are payable on an annual calendar year basis on January 1 of each year, based on the amount set by the Board of Trustees for each membership category. New members enrolled during the period September 1 through December 31 shall be credited with dues paid through the ensuing year.
Section 5 Suspension of Membership
Members in areas for dues beyond thirty (30) days after the mailing of second notices, or for other causes presented in writing, may be suspended or dropped from the rolls by a two thirds vote of the members of the Board of Trustees present and voting at a properly called Board meeting.
Section 6 Perpetuation of Life Membership
Any person who purchased a life membership or family life membership prior to January 1, 1995 shall continue to be designated as a life member or family life member and shall not be required to make annual payment of dues to retain active membership status and to exercise the privileges of membership. All monies received on such memberships and invested by the Budget and Finance Committee shall remain on investment and continue to be administered by said committee until such time as no life members or family life members remain on the rolls. The income from these investments may be used to defray costs incurred to administer the life memberships.
ARTICLE 4 OFFICERS
Section 1 Officers
The officers of the Society shall consist of a President, Vice-President, Recording Secretary, Corresponding Secretary, Membership Secretary, and Treasurer.
Section 2 Duties of the Officers
a. The president shall have general supervision of the society under the direction of the board of Trustees. The President shall preside at all meetings of the Society and of the board of trustees and shall be ex-officio a member of all committees, except the Nominating Committee.
b. The Vice-President shall perform the duties of the President in the President’s absence. In the absence of both the president and the Vice President, the Recording Secretary shall preside.
c. The Recording Secretary shall record true and accurate minutes of all meetings of the Society, of the Board of Trustees, and of the Executive Committee and shall preside at meetings in the absence of both the President and the Vice-President. The original signed copy of said minutes and of all reports shall be maintained at the Society’s office.
d. The Corresponding Secretary shall handle correspondence as directed by the Board of Trustees or Executive Committee or the Executive Director. Copies or listings of all outgoing correspondence shall be filed at the Society office.
e. The Membership Secretary shall be responsible for sending out dues notices to the members of the Society and keeping the membership rolls up to date.
f. The Treasurer shall have charge of all of the funds of the Society, together with all such books and papers as pertain to the office, shall keep an exact amount of all monies received and pay all orders by authority of the Society, which shall be signed by any two of the following persons: the President, the Executive Director, or the Treasurer.
Section 3 Terms of Office
The officers shall be elected from the general membership to serve a one (1) year term beginning January 1 of each year. Officers may be re-elected for two (2) additional consecutive one-year terms in the same office, except for the Treasure, who may be re-elected for as many additional one-year terms as the Board of Trustees determines.
Section 4 Vacancy
a. In the event that the office of President becomes vacant, the Vice-President automatically will become the President.
b. In the event of a vacancy in the office of Recording Secretary, Corresponding Secretary, Membership Secretary, or Treasurer, the President, with the approval of the Board of Trustees, shall appoint a person from the general membership of the Society to fill the office until the next election at the annual meeting.
c. In the event of a vacancy in the office of Vice-president, the President, with the approval of the Board of Trustees, shall appoint a person from the Board of Trustees to fill the office the next election at the annual meeting.
Section 5 Compensation
An officer may be paid a salary as determined by the Board of Trustees.
ARTICLE 5 MEETINGS OF THE SOCIETY
Section 1 Annual Meeting
The Society shall meet annually during the fourth quarter of the year to hold elections and conduct each business as is necessary.
Section 2 Special Meetings
A special meeting of the Society may be called at any time by the President.
Section 3 Quorum
Twenty members having the right to vote shall constitute a quorum of the Society.
Section 4 Notice of Meetings
Notice of the meetings of the Society shall be sent in writing to the members.
ARTICLE 6 Board of Trustees
Section 1 Composition
The Board of Trustees shall consist of the following members: The six(6) officers and eleven (11) to fifteen(15) additional Trustees. The Executive Director, Curator, and Solicitor shall be non-voting members of the Board of Trustees.
Section 2 Terms of Service
Trustees shall be elected to serve a three(3) year term, and may be reelected for additional three (3) year terms. The terms of Trustees shall be staggered to allow for a regular rotation of three to five members in serving three-year terms. Members of the Board of Trustees must be members in good standing of the Society by the date of the January Board of Trustees meeting in order to exercise their duties.
Section 3 Duties and Powers of the Board of Trustees
The Board of Trustees shall conduct and manage business between meetings of the Society, but shall in no way modify any action of the Society. The Board shall have specific responsibility for the following duties:
a. Adopt policies and procedures for furthering the purpose of the Society.
b. Upon the recommendation of the Budget and Finance Committee, adopt and monitor an annual budget.
c. Have power to enter into contracts in the name of the Society and determine who shall be authorized, on behalf of the Society, to sign notices, receipts, acceptances, releases, contracts, and any other instruments.
d. At the end of each fiscal year, direct an annual audit of the books and accounts of the Society by a public accounting firm or individual public accountant, who will report the condition thereof as soon as practicable thereafter. The audit shall be available to the members of the Society upon request.
e. Appoint a solicitor from the General Membership of the Society if there is an attorney in good standing who is a member of the Society, and if not shall seek a solicitor from the attorneys in good standing in the Blair County Bar Association.
f. Promptly appoint members to fill vacancies in offices, trusteeships, and nominating committee positions to complete the unexpired term.
g. Report to the membership at the Annual Meeting the business transacted since the previous Annual Meeting.
h. Obtain a bond with an approved Surety Company in an appropriate amount on the President, Treasurer, Director and any other position determined by the Board of Trustees. The bond shall be in favor of the Blair County Historical Society conditioned upon the performance of the bonded persons trust, and the expense thereof shall be borne by the Blair County Historical Society.
i. Carry out such other duties as provided in these bylaws or as directed by action of the Society.
Section 4 Board of Trustee Meetings
a. Regular meetings of the Board of Trustees shall be held monthly, January through October. The date, time, and place for such meetings shall be determined by the Board.
b. Special meetings of the Board of Trustees may be called by the President or any three members of the Board of Trustees as deemed necessary or advisable, provided no less than forty-eight (48) hours notice is given of said meeting.
c. Meeting of the Board of Trustees shall be open to members of the Blair County Historical Society and to others by invitation of the president.
d. No voting may be done by proxy. A Trustee may exercise a vote when a poll is called by mail, telephone, or e-mail by the President or an authorized officer.
Section 5 Quorum
Eight members having the right to vote shall constitute a quorum of the Board of Trustees.
Section 6 Liability
The officers and Trustees of the Society shall not be personally liable for monetary damages for any action taken or any failure to take any action unless such officer or Trustee has breached or failed to perform the duties of his or her office relating to standard care and justifiable reliance, and the breach or failure to perform constitutes self dealing, willful misconduct, or recklessness.
Section 7 Removal from Office
Should any officer, Trustee or appointee engage in behavior that is deemed detrimental to the Society, a written petition to remove that person from the office or position may be presented to the Executive Committee, citing the cause for removal and signed by at least three (3) Society members in good standing. The Executive Committee shall then make inquiry into the charges and schedule a vote on the petition at the next regular Board of Trustees meeting, or at a specifically called Board of Trustees meeting, provided that a minimum of 14 days written notice of the scheduled vote is given to all Board members. The Executive Committee may temporarily suspend the individual from his or her duties pending the outcome of the vote for removal. The decision to remove an officer, Trustee or appointee shall require a two-thirds vote of the members of the Board of Trustee present and voting at a Board of Trustees meeting.
Section 8 Resignations
Any officer or Trustee desiring to resign his or her position shall submit a letter of resignation to the Board of Trustees. The Board shall acknowledge this resignation at its next meeting.
Section 9 Absences from Meetings
Any member of the Board of Trustees who is absent from three (3) regular meetings of the Board of Trustees during one (1) calendar year without reporting an excuse to the President Executive Director, or Recording Secretary may be deemed to have tendered his or her resignation. No resignation shall be effective until accepted by action of the Board of Trustees. The Recording Secretary shall notify any Board member who has been absent without cause for two(2) meetings.
Section 10 Advance Communications Technology
Attendance at Board meetings by means of advanced communications technology shall be permitted as determined by the Board of Trustees.
ARTICLE 7 Executive Committee
Section 1 Duties and Powers
The Executive Committee shall consist of the six (6) officers. The Executive Director shall be non-voting member.
Section 2 Duties and Powers
a. The Executive Committee shall transact business of the Society between meetings of the Board of Trustees, provided it shall not assume any of the exclusive powers of the Board.
b. The Executive Committee may make recommendations to the Board of Trustees
c. The Executive Committee will do a yearly review of the Executive Director’s job performance to the Board of Trustees.
Section 3 Meetings of the Executive Committee
a. The Executive Committee shall meet at the call of the President, or upon written request of two (2) of its voting members, provided that no less than forty-eight (48) hours notice is given of said meetings.
b. In lieu of a face-to-face meeting, the Executive Committee may conduct business and vote by means of advanced technology in accordance with procedures determined by the Board of Trustees.
Section 4 Quorum
A majority of the voting members of the Executive Committee shall constitute a quorum.
ARTICLE 8 Committees
Section 1 Standing Committees
It shall be the primary purpose of the Standing Committees of the Society to bring plans and proposals to the attention of the Board of Trustees for its information, input, and action. The Standing Committees of the Society, with their duties, shall be the following.
a. Budget and Finance Committee- to invest and administer all Society funds; to prepare, present, and monitor an annual budget; to supervise all expenditure; and to develop and recommend to the board policies and practices to maintain the Society in a sound financial position.
b. Institutional Advancement Committee - to invest and administer all Society funds; to prepare, present, and monitor an annual budget; to supervise all expenditures; and to develop and recommend to the board policies and practices to maintain the Society in a sound financial position.
c. Collections and Exhibits Committee- to assist with the care, oversight, and use of the Society’s collections of historical artifacts, documents, reference materials, and curatorial equipment and supplies; to establish and recommend criteria and procedures for the acquisition, de-accession, and loan of items to and from the Society’s collections, and to propose to the Board action under such procedures; to develop, recommend, and implement policies and practices for the stabilization, conservation, and restoration of items in the collections; and to assist with the planning and preparation of exhibits of the materials and artifacts of the Society as well as those on loan from other sources.
d. Sites Committee- to propose, coordinate, and oversees the protection, maintenance, repair, and preservation of all buildings, grounds, site features, and real estate owned, occupied or operated by the Society; to plan, recommend, and supervise alterations, restoration, and new construction; to develop, recommend, and enforce procedures and polices to ensure that all work meets accepted historical preservation standards; and to evaluate current and future facilities need and make recommendations regarding the acquisition, transfer, or sale of properties.
e. Outreach Committee-to propose, plan, and implement public programs tours, and special events that promote and recognize history and preservation, including all arrangements and hospitality functions related thereto; to research and produce publications and media projects that document local history; to develop and coordinate actives and resources that aid in teaching local history in schools and educational institutions; to develop and oversee and ongoing program that provides speakers and services to the public; to arrange for the site, programming, and hospitality for meetings of the Society membership; and to assist in recruiting and training volunteers to carry out above responsibilities.
f. Public Relations Committee- to promote the programs, activities, and events of the Society through available communications media; to develop, recommend, and implement a marketing plan for the Society; to maintain a list of media contact information; to prepare media releases and public statements on behalf of the board and the Society, and to recommend and supervise plans for public comment on behalf of the Society.
g. Technology Committee- to review and update the Society’s technology systems; to work with the Public Relations Committee to develop and maintain a presence for the Society in evolving social media; to work with the Sties Committee to ensure that the installation of technology systems does not damage or destroy the historic fabric of properties; to coordinate training for staff and volunteers on technology systems.
Section 2 Special Committees
The President may establish special committees as necessary or advisable. Each special committee will have a written description that specifies the purpose and responsibilities of the committee and length of the committee’s existence.
Section 3 Committee chairs and members
All Standing Committees shall consist of no fewer than three members, at least one of who must be a member of the Board of Trustees. The Chairperson of all committees’ shale be appointed by the President from among the general membership of the Society. The remaining committee members shall be selected by the Chairperson from the general membership of the Society The Chairperson of any committee may be replaced by the President, the Board of Trustees will be informed of the action taken by the President. The Chairperson, or a designated representative, will report committee activity and or make recommendations for action to the Board of Trustees.
Section 4 Length of Service
The term of office of the Chairperson and committee members will expire at the end of the calendar year. There is no limit to the number of terms a Chairperson or committee members may serve.
Section 5 Subcommittees
A Standing Committee Chairperson, with the President’s Approval, may establish subcommittees as needed to make the operation of the committee more efficient. The Subcommittee will consist of at least tow Society members. The Chairperson of the subcommittee shall report the subcommittee’s activities to the Chairperson of the Standing Committee.
ARTICLE 9 Nominations and Elections
Section 1 Nominating Committee
A Nominating Committee, consisting of five members, shall be elected for a one-year term by the general membership at the annual meeting. Members of the Nominating Committee shall serve no more than two consecutive terms. After a lapse of one year, a member may be re-elected to the Nominating Committee. The chair of this committee shall be selected by the Committee from among its members.
Section 2 Nominations
Prior to the Annual Meeting, the Nominating Committee shall prepare a slate of nominees, naming at least one candidate for each office, vacant trusteeship, and Nominating Committee position for the coming year. Nominees must be members of the Society in good standing, and they shall have been informed of the responsibilities of the office or position for which they are a candidate and shall have consented to serve as such. In selecting a slate of candidates, the Nominating Committee shall attempt to maintain with the Board a constituency geographically representative of Blair County as a whole. The committee shall report its nominations oat the Board of Trustees meeting prior to the Annual Meeting.
Section 3 Elections
The Nominating Committee shall present the slate of nominees at the Annual Meeting. Additional nominations may be made from the floor. In the event there is more than one candidate for each office or trustee vacancy, a ballot vote will be required for those positions. A plurality vote shall constitute an election. If there is only one candidate for the elected positions, a motion to elect shall be in order.
ARTICLE 10 Office and Staff Positions
Section 1 Society office
The office of the Blair County Historical Society shall be maintained at a place designated by the Board of Trustees.
Section 2 Positions of the Executive Director and Curator
The Board may employ an Executive Director and or Curator to manage day-to-day affairs.
a. Candidates for the position of Executive Director or Curator shall be recommended by the Executive Committee and hired by a majority vote at a Board of Trustees meeting.
b. Upon recommendation of the Executive Committee, termination of employment of the Executive Director or Curator shall be by 2/3rds vote by the Board of Trustees at a Board meeting.
c. The duties, powers, salaries of the Executive Director and Curator shall be determined by the Board of Trustees.
Section 3 Other Staff positions
The Board of Trustees may create such other paid or volunteer positions, as they deem necessary or advisable. All such paid or volunteer staff shall be hired, directed, and supervised by the Executive Director and /or Curator.
ARTICLE 11 Dissolution/Disposition of Society Assets
Section 1 Sale of Assets
The sale of any artifacts, real estate, equipment, or other property owned by the Blair County Historical Society shall not be for private financial gain of any person.
Section 2 Dissolution
In the event of the dissolution of the Blair County Historical Society, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization(s) organized and operated for charitable, education, religious, or scientific purposes as shall be the time qualify as an exempt organization under section 501c3 of the IRS Code of 1954 (or corresponding provision of any future US IRS Law), as the Board of Trustees Determine. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the County of Blair, exclusively for such purposes as said Court shall determine which are organized and operated exclusively for such purposes.
ARTICLE 12 Parliamentary Authority
The rules of parliamentary practice outlined in the current edition of Roberts Rules of Order, Newly revised, shall govern all procedures in the Society, the Board of Trustees, and the Executive Committee, subject to such specific rules as have been, or may be, adopted.
ARTICLE 13 Amendments
Section 1 Proposed amendments to theses Bylaws shall be submitted in writing to the Board of Trustees and shall be acted upon the next Annual Meeting or a specially called meeting of the Society. A minimum of fourteen days written notice along with a copy of the posed amendment(s) shall be given to the membership for consideration at the next meeting of the Society. A two-thirds vote of the members present shall be necessary for the adoption of the amendment.
Revised Nov. 1988, Nov. 2012
Amended Nov. 1989, Nov. 1990, Nov. 1991, Nov. 1992, Nov. 1994, Nov. 1998, April 2003, Nov. 2005, Nov. 2011