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Bylaws of the Pine Island Historical Society, Inc.

Article I: Name

The name of this corporation shall be Pine Island Area Historical Society, Inc. and its headquarters shall be 314 North Main Street, Pine Island, MN 55963, within Goodhue County; mailing address shall be Post Office Box 165, Pine Island, MN 55963.

Article II: Mission

The mission of the society shall be the collection, preservation and dissemination of knowledge about the history of the Pine Island, Minnesota area and to relate that history to that of the State of Minnesota. More particularly its objectives shall be: To locate and collect any material which may help to establish or illustrate the history of the Pine Island, Minnesota area; to disseminate historical information to interested persons, groups, and institutions and to arouse interest in history; and to accomplish these goals through the establishment of clearly defined collection, conservation, and interpretation policies.

Article III: Membership

  1. The society shall be composed of active and honorary life members.
  2. Any person interested in the history of the Pine Island, Minnesota area may be enrolled as an active member upon receipt by the treasurer of the first payment of dues. Business memberships are due on January 1st of each year; all other memberships are due on August 15th of each year. The length of a new membership may vary and may be adjusted by the treasurer depending on which month payment is received.
  3. The amount of dues for membership shall be determined by the board of directors.
  4. Active membership shall include the following categories:
    1. Classes of active members shall be as follows:
        Individual members
        Family members
        (In the case of Family Member, there may be no more than two votes per membership)
        Student members (18 years and younger or a college student)
        Sponsor Members
        Patron Members
        Honorary Life Members
    2. Club and business membership -- any club, association, society or other entity interested in the programs or purposes of the society may become club or business members of the society by payment of annual dues. Classes of club or business members shall be as follows:
        Club members
        Business members
      The classes of membership provided for in paragraph 4 (b) are entitled to one vote per membership.
  5. No person shall be qualified as a member and entitled to vote at regular, special or annual meetings unless his/her annual dues have been paid to the treasurer and his/her name inscribed on the membership list at or in advance of any meeting.
  6. 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. 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 the board of directors.

Article IV: Government

  1. The officers of the society shall be a president, a vice president, a secretary, a treasurer and three other members to form a board of directors. This board shall manage the affairs of the society, subject to such regulations and restrictions as may be prescribed by the society.
  2. The board of directors shall be elected at the annual meeting by ballot of the membership for a three-year term and shall hold office until their successors have been elected. In the case of a vacancy arising in any office it may be filled for the remainder of the unexpired term through selection by the board of directors.
  3. The officers shall be elected by the board of directors at its annual meeting for a one-year term.
  4. The election of officers by the board of directors at its annual meeting shall be done by secret ballot.
  5. The Pine Island Area Historical Society, Inc. is and shall be an equal opportunity employer. It does not discriminate based on race, color, age, national origin, marital status, disability, creed, religious or political affiliation, sex 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 Directors

  1. The business of the society shall be conducted by a board of directors. The terms of office shall be staggered so that no more than three directors shall be elected in one election. Tenure for the first board members shall be as follows: 2 shall serve one year, 2 shall serve two years, and 3 shall serve three years. Successive elections shall be to full three-year terms.
  2. The board shall have the responsibility of establishing policy to achieve the objectives of the society as stated in Article II of these bylaws. Officers of the society shall constitute an executive committee to handle any emergencies that might arise. Action taken is to be reported to the full board at their next meeting.
  3. The board of directors shall cooperate with any existing local historical societies to achieve goals established by these bylaws.
  4. The board of directors shall meet at least once quarterly. These regular meetings of the board will be open to the members for their attendance.
  5. A simple majority of the board shall constitute a quorum for conducting business at any regular or special meeting of the board of directors.
  6. All business of the board shall be conducted in conformity with Roberts Rules of Order. The board may appoint its parliamentarians.
  7. Board members shall receive notice either in writing, by phone, or by e-mail from the secretary informing them of each board meeting. Notice shall be given no less than five days prior to each meeting.
  8. The board shall hold such special meetings as may be necessary for conducting business of the society. Board members shall receive notice of special board meetings by written notice, telephone call or by e-mail.
  9. The board of directors shall be empowered to employ or dismiss an executive director whose duties will be determined by the board of directors in a written policy and duty statement. The executive director may hire a staff to carry out the goals and policies of the board of directors.
  10. Special meetings of the board may be called by the president, in his/her absence, by the vice president or any three board members.
  11. The board shall appoint members of the society to fill an unexpired term which may become vacant on the board of directors. Should a director be absent from a majority of board meeting during the year, the office may be declared vacant and a new director appointed by the board.
  12. Inurement of Income. No part of the net earnings of the Pine Island Area Historical Society shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for expenses incurred and/or services rendered.
  13. The board of directors shall be responsible for the development of a personnel policy, a collection policy, a long range plan and whatever policies are needed to carry out the purposes of the society, as stated in the bylaws. These policies should be reviewed annually and revised as needed.

Article VI: Duties of Officers

  1. The president shall preside at all meetings of the society and of the board of directors. If the president is absent at any meeting, the vice president shall assume his/her duties. The president will act as the liaison between the board and the executive director. The president with the help of the executive director 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/her duties.
  3. The secretary shall keep minutes at all meetings of the society and of the board of directors, and give a report at the annual meeting. The secretary shall transmit a copy of this report and that of the treasurer, as adopted by the society, to the Field Services Coordinator of the Minnesota Historical Society. The secretary shall also conduct the correspondence of the society, give notices 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 Minnesota Secretary of State’s Office. Said duties may be transferred to the museum staff, to be carried out under the direction of the secretary.
  4. The treasurer shall collect the dues of members and all subscription 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 directors. 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 directors 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. The treasurer shall maintain a current membership list at the society headquarters and will have a current membership list present at all society meetings.

Article VII: Meetings

  1. The annual meeting shall be held in the month of September each year. The secretary shall send written notice of this meeting to all society members at least two weeks prior to the meeting.
  2. Regular meetings of the membership shall be at least one time each year, including the annual meeting. Specific dates of other meetings will be determined by the board.
  3. Special meetings of the society or board of directors may be called by the director or the president at any time and also upon written request by ten members of the society or a majority of the board of directors.
  4. Members present, including a majority of the Board of Directors, will constitute a quorum for annual and special meetings.
  5. The society shall operate on a fiscal year, running from January 1st through December 31st.
  6. All eligible voters may cast one vote. Voting shall be done by ballot. Voting by proxy is not allowed.
  7. All meeting shall be conducted in accordance with Roberts Rules of Order.

Article VIII: Committees And Boards

  1. The president shall appoint, or cause the board of directors to appoint, such standing committees as are deemed necessary for the efficient operation of the society. Chairs of such committees, shall, insofar as possible, be appointed from members of the board of directors. Such committees may include regular members of the society and if the society has chapters, they should be included whenever possible.
  2. The president shall appoint, or cause the board of directors to appoint, such other boards as are deemed to be to the benefit of the society. Chairs of such boards shall be, insofar as possible, appointed by the president from the membership of the society.
  3. All standing committees and board shall be appointed to serve until a particular project is completed or until the next annual meeting, whichever occurs first. All committees and boards may be reappointed annually. There shall be no limit to the number of annual terms to which a member of a committee, board, or bureau may be appointed. Insofar as possible, all committees and boards should represent geographically the area served by the society.
  4. The president, or in his/her absence the vice president, shall be an ex-officio member of all committees and boards.
  5. The chairs of all committees and boards shall represent their respective committee and boards at meetings of the board of directors when requested to attend by the board.

Article IX: Disposition Of Collections

  1. The society or the board of directors shall make provision for the custody and housing of all materials of historic value received by the society.
  2. It is hereby provided that if the society fails in five consecutive years to have a quorum at its annual meeting, it shall be interpreted as the cessation of an effective working organization. Upon the dissolution of the corporation, the officers and/or board, after paying or making provisions for the payment of all the liabilities of the corporation, shall offer to the Goodhue County Historical Society (a non-profit, tax exempt organization) the right of first refusal to all collections in the corporation’s possession. No disposition may be made which would not qualify as a charitable contribution under Section 170(c) (1) or (2) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. Should the assets not be so disposed of, they shall be disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization(s) as said court shall determine, which are organized as an exempt organization under section 170(c) (1) or (2) of the Internal Revenue Code of 1986.

    The members, officers, and trustees of the corporation shall have no personal liability for the debts of the corporation.

Article X: Indemnification Of Officers And Directors

  1. The society shall indemnify any officer, director, employee, or volunteer who is sued for actions done in good faith for the benefit of the society and in the performance of his/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: Affiliation With the State Society

The society shall be enrolled as an individual member of the Minnesota Historical Society, paying the established dues one year in advance, and as such it shall, whenever feasible, send a delegate to represent it at the meetings of the state society. An annual report shall be sent to the Minnesota Historical Society in which the activities of the society are reviewed, this report can be the same as that made to the membership at the annual meeting.

Article XII: 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, and they may be adopted by a two-third vote of the members present at the annual meeting if a quorum is present and provided two weeks have elapsed since the sending of the notice