SIERRA VISTA HISTORICAL SOCIETY, INC.
Sierra Vista, Arizona
May 18, 2012¬†
Name and Location
The name of the Society shall be the Sierra Vista Historical Society, Inc., hereafter referred to as ‚ÄúSociety‚ÄĚ and shall be located in Sierra Vista, Arizona
Section 1.¬†¬†¬†¬†¬†¬† The purpose of this Society, organized for the transaction of all lawful business for which non-profit organizations may be formed under the laws of the State of Arizona, is to support, promote, enhance and provide financial assistance to the City of Sierra Vista Henry F. Hauser Museumthrough any authorized means or activities.¬† These activities shall be reasonably intended to foster the enhancement of said Museum or satellite museum facilities and displays and their service to the community. In addition, the Society shall undertake such other activities as may be set forth in a duly adopted mission statement.
Section 2.¬†¬†¬†¬†¬†¬† The Society is organized exclusively for charitable, educational and scientific purposes including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Section 1.¬†¬†¬†¬†¬†¬† Membership is open to all persons who possess an interest in the enhancement and support of the Society and the City of Sierra Vista Henry F. Hauser Museum.
Section 2. ¬†¬†¬†¬†¬† Membership Categories¬†
A. ¬†Individual ‚Äď any adult
B. ¬†Family – two or more people residing in the same household, at least one of whom is an adult. All rights and privileges of membership apply equally to each registered adult family member, except only one distribution of publications or notices shall be made per household
C. ¬†Corporate ‚Äď available to corporations, institutions, limited liability companies, professional corporations, or other similar legal entities. The entity must designate the person from the entity who will have its sole voting privileges.
D. ¬†Honorary ‚Äď awarded by the Board of Directors to individuals who have contributed to the society by participating in oral history interviews or such other events as the Board may determine.¬† This membership does not have voting privileges and is for a period of at least one year as determined by the Board.
E. ¬†Lifetime ‚Äď awarded by the Board of Directors for significant contributions to the Society. This membership includes voting privileges.
Section 3¬†¬†¬†¬†¬†¬†¬† Voting Privileges.¬†¬†¬†¬† Individual members, Adult family members, Corporate members, and Lifetime members in good standing shall vote on matters brought to the general membership under the ‚Äúone member, one vote‚ÄĚ principle.
Section 4¬†¬†¬†¬†¬†¬†¬† Society Membership Dues.¬†
A. ¬†Yearly dues for Individual, Family and Corporate memberships shall be set by the Board of Directors.
B. ¬†Payment of dues shall be made by September 1 of each year, payable to the¬† ‚ÄúSierra Vista Historical Society‚ÄĚ.¬† Those joining after March 1of each calendar year may pay one-half of the membership dues upon joining the Society. The membership year shall be the same as the fiscal year as addressed in Article VI of these Bylaws.
Section 1.¬†¬†¬†¬†¬†¬† Annual Meeting.¬† Annual meeting of the Society membership shall be conducted during the month of May each year for the purpose of electing new officers for a term of one year beginning June 1 of each year and to transact any other business as may properly come before the meeting.
Section 2.¬†¬†¬†¬†¬†¬† Special Meetings.¬†¬†¬† Special meetings of the members, for any purpose or purposes unless otherwise prescribed by statute may be called by the President, or by majority vote of the Directors and shall be called by the President upon petition of members representing at least twenty (20) percent of the votes entitled to be cast at the meeting.
Section 3.¬†¬†¬†¬†¬†¬† Place of meeting.¬† The Board of Directors shall designate the date, place and time of day for all properly called membership meetings.
Section 4.¬†¬†¬†¬†¬†¬† Notice of meetings.¬† A membership meeting shall be announced by printed notice stating the date, place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.¬† The notice shall be delivered to each member of record in good standing who is entitled to vote at the meeting.¬† Members shall be delivered notice as specified not less than ten (10) days prior to the meeting either in person, by mail or electronic means, by or at the direction of the President, Secretary or the officer calling the meeting.¬† If mailed, such notice shall be considered delivered when deposited in the United States mail, addressed to the member‚Äôs address as it appears on the records of the Society, with postage thereon prepaid.
Section 5.¬†¬†¬†¬†¬†¬† Quorum.¬†¬†¬† At any meeting of the membership fifteen (15) percent of the voting members of the Society shall constitute a quorum.¬† If less than said number are at the meeting, a majority of the voters so present may adjourn the meeting from time to time without further notice.¬† If a quorum is present, the affirmative vote of the majority of the voters at the meeting shall be the act of the members.¬† The members present at a duly organized meeting may continue to transact business until adjournment, not withstanding the withdrawal of enough members to leave less than a quorum.
Section 6.¬†¬†¬†¬†¬†¬† Closing of Books or fixing of Record Date.¬† For the purpose of determining members entitled to notice of, or to vote at a meeting of members, the membership rolls shall be closed as of the day of distributing the notice of the meeting.
Section 7.¬†¬†¬†¬†¬†¬† Order of Business.¬† The order of business at all meetings of the members shall be as follows:
Affirmation of member status of all voting members in attendance by the¬†Secretary or Acting Secretary
Approval of the Agenda
Correction and/or acceptance of the minutes of the preceding meeting
Report of Other Officers
Report of Committees
Election of Officers (Annual meeting only)
Induction of New Officers and Directors (Annual meeting only)
Board of Directors and Officers
Section 1.¬†¬†¬†¬†¬†¬† General Powers.¬† The term ‚ÄúBoard of Directors‚ÄĚ shall apply collectively and solely to the Directors of the Society, who shall undertake management of the business and affairs of the Society.¬† The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and management of the Society, as they may deem proper, not inconsistent with this Constitution and Bylaws and the laws of the State of Arizona.¬† The term ‚ÄúDirectors‚ÄĚ shall include the elected Officers, the appointed chairpersons of the following Standing Committees: Publicity, Newsletter, Membership, Finance, and Gift Shop, and the appointed Parliamentarian and Member-at-large.
A. ¬† ¬† ¬†¬†Standing Committees.¬† The Board may appoint Standing Committees as required to support the goals of the Society.¬† As a minimum, Standing Committees shall consist of Publicity, Newsletter, Gift Shop, Finance and Membership.¬† The Board shall instruct those members appointed as chairpersons as to the requirements of their positions.
B.¬†¬†¬†¬†¬†¬†¬†¬†¬†¬†¬†¬† Temporary Committees.¬† The President or the Board may appoint Temporary Committees to support the goals of the Society.
Section 2.¬†¬†¬†¬†¬†¬† Number and Tenure.¬† The number of Directors of the Society shall be neither less than six (6) nor more than eleven (11).¬† The Officers shall consist of the President, Vice President, Secretary and Treasurer.¬† The remaining Directors shall consist of Member-at-large, Parliamentarian, and the chairpersons of the Publicity, Newsletter, Finance, Gift Shop and Membership Committees.¬† The Officers and other Directors shall be elected or appointed to the office for a period of one (1) year.¬† The officers shall serve no more than four (4) consecutive terms in any one position.¬† The Board may appoint members to duties/positions as required.¬†A.¬†¬†President ‚Äď The President shall be the principle Executive Officer of the Society, and shall in general, supervise and control all business and affairs of the Society.¬† He/she shall, when present, preside at all meetings of the Board of Directors and General Membership meetings.¬† He/she shall perform all other duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time.¬† The President may appoint committees as required to perform specific functions and nominate members to fill vacant positions on the Board of Directors, with the consent of the Board.¬† Actions outside the scope of such directions shall be reported to the Board of Directors, who shall approve such actions prior to implementation.¬† The President shall be ex officio a member of all committees excepting a Nominating Committee.
B. ¬†Vice President ‚Äď In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice-President shall perform the duties of the President.¬† When so acting, the Vice President shall have all the powers of and be subject to all the restrictions placed upon the President.¬† The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.
C. ¬†Secretary ‚Äď The Secretary shall keep the minutes of the Members‚Äô and Directors‚Äô Meetings and see that all notices are duly given in accordance with the provisions of these By-laws.¬† He/she shall be custodian of the Society records, keep a register of the mailing address of each member and have general charge of the official membership records of the Society.¬† He/she shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.
D. ¬†Treasurer ‚Äď The Treasurer shall collect, record, account for and deposit in the Society‚Äôs bank account all monies collected by the Society.¬† He/she shall record all expenditures made by the Society with a description of each action.¬† All checks issued for amounts in excess of $1,000.00 will require two (2) signatures.¬† The President, Vice President and Treasurer are authorized to sign checks. The Treasurer shall present a proposed budget annually to the Board of Directors for approval.¬† The budget shall be presented at the first Board of Directors meeting of the fiscal year.¬† The Treasurer shall provide the records he/she maintains at the end of each fiscal year, at the time of leaving office, or at such other time as the Board of Directors may direct, to an appointed audit committee approved by the Board of Directors.
Section 3.¬†¬†¬†¬†¬†¬† Meetings¬†¬†¬†¬†¬†¬†¬† Regular meetings of the Board shall be held at least quarterly and always immediately prior to the annual meeting of the members.
A.¬†¬†Special Meetings ‚Äď The Board shall meet at the call of the President as required to conduct the business of the Society.¬† All Directors must be notified of the special meeting no later than seven (7) days prior to the date of the meeting.¬† Notice of such meetings shall include the date, time of day, place of the meeting and the purpose of the meeting.
B. ¬†Manner of Acting ‚Äď The act of the majority of the Directors present at a meeting in which a quorum is present shall be the act of the Directors.¬† Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if the majority of the Board shall give their written or oral consent.¬† Such consent will be confirmed at the next quorum meeting of the Board and will be reflected in the minutes of the proceedings of the Board.¬† The minutes shall reflect that the action was taken with the consent of at least a majority of the members of the Board, without a meeting, and that the Constitution and Bylaws authorized the Directors to so act.
C.¬† Quorum ‚Äď At any meeting of the Board of Directors, a majority of the then Directors shall constitute a quorum for the transaction of business.¬† Once established, the quorum exists until adjournment, notwithstanding the withdrawal of enough Directors to so constitute.
Section 4.¬† ¬†¬†¬†¬†¬†¬† Curator of the City of Sierra Vista Henry F. Hauser Museum.¬† The person holding the position of curator of the Henry F. Hauser Museum shall be invited to attend all meetings of the Board of Directors as a non-voting participant.¬† The Curator may, as part of said participation, report to the Board on the activities and needs of the Museum.
Society Fiscal Year
The Society‚Äôs fiscal year shall begin on the first day of September each year and end on the last day of August the following calendar year.
Request for Expenditures
Section 1.¬†¬†¬†¬†¬†¬† Any expenditure of funds must be in direct support of the Museum, or any Society approved project.¬† No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, Directors, Officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause thereof.¬† No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.¬† Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2.¬†¬†¬†¬†¬†¬† The Board of Directors must approve all requests for expenditures except for the items approved in the budget.
Patrons of the Society
Section 1.¬†¬†¬†¬†¬†¬† The title ‚ÄúPatron of the Society‚ÄĚ shall be conferred in recognition of significant support to the Society at the levels established in Section 2 of this article.
Section 2.¬†¬†¬†¬†¬†¬† Patron of the Society levels shall be as follows:
Rancher¬†¬†¬†¬†¬†¬†¬†¬†¬†¬† $500 and up
Foreman¬†¬†¬†¬†¬†¬†¬†¬†¬† $300 – $499
Cowboy¬†¬†¬†¬†¬†¬†¬†¬†¬†¬†¬† $200 – $299
Wrangler¬†¬†¬†¬†¬†¬†¬†¬†¬† $100 – $199
This Constitution and Bylaws may be altered, amended or repealed and new Constitution and Bylaws may be adopted by a vote of the majority of the members present or represented at any annual or special meeting.¬† The proposed changes shall be approved by the Board and sent out in a notice seven (7) days prior to such meeting.¬† Any member may initiate recommendations for change.
Dissolution, Merger, Consolidation
Section 1.¬†¬†¬†¬†¬†¬† Approval for dissolution, merger or consolidation requires a two-third (2/3) favorable vote of those present at or responding by proxy vote to a specially convened meeting of the membership who will have been notified in writing not less than thirty (30) days prior to such a meeting.
Section 2.¬†¬†¬†¬†¬†¬† Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.¬† Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
This Constitution and By-laws of the Historical Society has been approved by the membership at the annual meeting held May 18, 2012.
Tom Shupert ¬†President, Sierra Vista Historical Society, Inc.
Ingrid Ballie Secretary, Sierra Vista Historical Society, Inc.