CAROLINE HISTORICAL SOCIETY,
INCORPORATED
BY-LAWS
ARTICLE I.
MISSION
Sec. 1. The purpose of the non-profit society is to provide educational opportunities for the citizenship in the immediate and extended community of Caroline County, Virginia by collecting and displaying artifacts, recording and distributing historic information, scheduling programs relative to the history of the community, and arranging appropriate field trips to sites of significance to the county’s past.
ARTICLE II.
MEETING OF MEMBERS
Sec. 1. ANNUAL MEETING. The annual meeting of members shall be held at such place as the Board of Directors may determine on the fourth Sunday in January of each year at 3:00 o’clock P.M. Written notice of the meeting shall be given to the membership at least seven (7) days prior to such meeting.
Sec. 2. GENERAL MEETINGS. General meetings of members may be called at any time by a majority vote of the Board of Directors. Written notice of said meetings shall be given the membership no less than seven (7) days prior to the date set for such meetings. The president of the corporation may, in his or her discretion, call a special meeting of the membership upon ten (10) days written notice to all members.
Sec. 3. VOTING. Each member, except student members under the age of eighteen (18), shall be entitled to one (1) vote. A member must have no arrearage of dues payment in order to cast a vote.
Sec. 4. QUORUM. The presence in person of ten (10) per cent of eligible voting members shall constitute a quorum for the transaction of business.
ARTICLE III.
MEMBERS
Sec. 1. CLASSES OF MEMBERSHIP. The corporation shall have 4 classes of membership with dues as set by the membership.
REGULAR MEMBER, including any individual, corporation or company
FAMILY MEMBERSHIP
STUDENT MEMBER, including any undergraduate under the age of eighteen (18)
LIFE MEMBERSHIP, including any individual, family, corporation or company.
Sec. 2. DUES. The dues for members shall be in the amount as established by the membership in general session. Dues are payable at, or prior to, the January meeting of each year.
ARTICLE IV.
OFFICERS
Sec. 1. OFFICERS of the corporation shall be:
President
Vice-President
Secretary
Treasurer
Historian
Sec. 2. DUTIES AND RESPONSIBILITIES of the officers shall be as follows:
The PRESIDENT shall preside at all meetings of the membership and the Board of Directors. He or she shall enforce these By-Laws and perform all duties incident to the position and office. The Immediate Past President shall be an Ex-Officio member of the Board of Directors and all committees appointed by the President
The duties and powers of the VICE-PRESIDENT shall embrace those of the President in the absence of that office. The Vice-President shall serve as the Chairperson of the Program committee.
The SECRETARY shall perform duties of that office, including keeping minutes of all meetings of the Membership and the Board of Directors. He or she shall be the custodian of the records.
The TREASURER shall have the care and custody of, and be responsible for, the funds of the corporation depositing the same in the name of the society in such bank or banks as the Board of Directors may designate. All deposits of funds to, as well as withdrawals authorized by the Board of Directors from, accounts shall be under the auspices of the Treasurer.
The HISTORIAN shall acquaint the Membership and Board of Directors with matters of historical interest and perform such duties as are pertinent to that office.
Sec. 3. OFFICERS OF THE CORPORATION shall be elected biannually by majority vote of the membership at the annual meeting held during odd numbered years. Interim vacancies in any office shall be filled by the Board of Directors.
Sec. 4. The BOARD OF DIRECTORS shall consist of the officers of the corporation, the Immediate Past President, and two directors elected at large by the membership.
Sec. 5. There shall be NO SALARY NOR COMPENSATION for officers & directors.
ARTICLE V.
COMMITTEES
Sec. 1. The society shall have STANDING AND SPECIAL COMMITTEES as designated by the Board of Directors. The chairperson and members of said committees shall be appointed by the President subject to review by the Board of Directors
ARTICLE VI.
ADOPTION/MODIFICATION OF THE BY-LAWS
Sec. 1. The ADOPTION or MODIFICATION of By-Laws shall be based upon majority vote of the Board of Directors subject to ratification by a majority vote of the Membership meeting in general session.
ARTICLE VII.
METHOD OF DISSOLUTION
Sec. 1. Should the Caroline Historical Society cease to function as a non-profit, educational organization, the resources and assets of the same shall be distributed to a like organization as per the direction of the Board of Directors of the Society.
This is to certify that the above indicated By-Laws were adopted by the Executive Board of the Caroline Historical Society, Inc. on January 6, 2010 and ratified by the Membership on January 2010 Annual Meeting.