Bylaws of the Westport Historical Society

Index to bylaws

Article I: Name and Purpose

Section 1.

The name of this association shall be the "Westport Historical Society".

Section 2.

The purpose of this Society shall be as follows:

1. To promote and foster public interest in the matters of historical significance pertaining to the original Town of West Port, Missouri; the Town of Kansas, Missouri; and their founders.
2. To acquire, possess, preserve, and maintain archives and artifacts of this historical interest pertaining to the Town of West Port, Missouri; the Town of Kansas, Missouri; and their founders.
3. To administer the restoration and maintenance of the Harris-Kearney house.

Article II: Membership

Section 1.

All persons of good character interested in the purpose of this Society shall become members upon receipt of payment of dues.

Section 2.

The annual dues for regular, spouse/family, sustaining, and business memberships shall be determined by the Board of Directors of the Society.

Section 3.

The membership year shall be based on a calendar year beginning January 1 and ending December 31 of each calendar year.

Section 4.

Dues shall be delinquent if unpaid within 90 days after expiration of membership year.

Section 5.

Existing life memberships as previously issued will remain in effect. In such cases, annual dues shall be considered paid.

Article III: Directors

Section 1.

The nine elected directors of this Society shall serve terms of three years commencing on the date elected and installed, with the number of directors divided so that the terms of three directors will expire each year. Each director can serve only six consecutive years as a director. The preceding sentence applies only to directors, and any period of time served on the Board as an officer shall not be considered in measuring the six consecutive years limitation as a director.

Section 2.

Any director who fails to pay annual dues by the due date or who without cause or notice fails to attend quarterly Board meetings, or who otherwise fails to fulfill the duties as a director, may forfeit his or her directorship, with the position declared vacant by the Board, and that vacancy shall be filled under provisions specified in Article III, Section 8.

Article IV: Duties and Powers of the Board of Directors

Section 1.

The property and business of this Society shall be managed by the Board of Directors, subject to the direction of the general membership.

Section 2.

In addition to the general powers of the Board of Directors by virtue of their office, the powers and authority expressly given by law, and elsewhere in these by-laws, the following specific powers are expressly conferred on the Board of Directors:

To purchase or otherwise acquire for the Society any property, right or privilege which it is authorized to acquire at such price or consideration, and upon such terms as they deem expedient; to appoint, to remove, or suspend subordinate agents or servants, to determine their duties and affix their salaries; to confer by resolution upon any officer or agent of the Society the power to permanently remove or suspend any subordinate officer or servant; to determine who shall be authorized, on behalf of this Society, to sign bills, notices, receipts, acceptances, endorsements, checks, releases, contracts and any other instruments; to delegate any of the powers of the Board to any standing committees, special committees, or any office or agent of the Society, with such powers as the Board may deem fit to grant; generally to do all such lawful acts and things as are not by law or the Charter or by these by-laws directed or required to be done by the members of the Society.

Section 3.

The Board of Directors, in carrying out its duties, hereunder shall be guided by an action that shall have been taken by the general membership.

Section 4.

All board members must sign a Conflict of Interest statement, and shall be submitted to the board secretary.

Article V: Board of Directors Meetings and Voting

Section 1.

The governing body of this Society shall be the Board of Directors. This Board shall be composed of four officers and nine directors for a total of thirteen board members elected by majority vote of the membership.

Section 2.

Regular meetings of this Society shall be held quarterly at such time and place as the Board of Directors may designate. All meetings shall be conducted using Roberts Rules of Order.

Section 3.

Twenty-five members present in good standing shall constitute a quorum for the transaction of business at any quarterly meetingof the membership..

Section 4.

The Executive Officers shall meet once each month, unless otherwise determined. The full Board of Directors shall meet quarterly, preferably within the same month of quarterly membership meetings.

Section 5.

Special meetings of the Board may be called by the President on his or her motion, or he or she may be required to do so upon the written request signed by the majority of the members of the Board, setting forth therein the reasons for such a meeting. Written notice of such special meetings shall be mailed to the last known address of each member thereof, at least seven days before the date of such special meeting, setting forth the time, place, and purpose of such a meeting.

Section 6.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Three persons shall constitute a quorum for any meeting of the Executive Officers.

Section 7.

A simple majority vote shall be required to pass any motion at any meeting of the general membership, Executive Officers, or the Board of Directors unless otherwise provided.

Section 8.

The Board of Directors shall fill any vacancy in its membership by election, and those elected shall serve for the unexpired term of the Board member(s) succeeded.

Article VI: Officers

Section 1.

The Executive Officers of this Society shall be the President, Vice-President, Secretary, and Treasurer.

Section 2.

All officers shall be members of the Board of Directors.

Section 3.

An officer who fails to pay annual dues by the due date or who without cause or notice fails to attend three consecutive regular meetings of the Board of Directors, or who otherwise fails to fulfill the duties of the office, may have the office declared vacant by the Board. The vacancy shall be filled under provisions specified in Article III, Section 8.

Section 4.

No officers shall receive fees or compensation for services performed as an officer.

Section 5.

Officers shall serve a term of one year, and this term shall commence on the date elected and installed.

Article VII: Duties and Powers of Officers

Section 1.

President: It shall be the duty of the president, or if absent, of the vice-president, to preside at all meetings of this Society and the Board of Directors and preserve order and act under the rules and regulations prescribed by Roberts Rules of Order and usage.

Section 2.

Vice-President: In the event of the absence, inability or refusal of the president to discharge the designated duties, the same shall devolve upon the vice-president.

Section 3.

Secretary: The secretary shall perform the usual and customary duties prescribed generally for the secretary, including attendance at all meetings of the Society, conducting all correspondence, preparing and issuing notices of all meetings, and keeping records of the proceedings thereof.

Section 4.

Treasurer: The treasurer shall receive all monies received for and in behalf of the Society and shall deposit the same in a bank to be approved by the Board of Directors, and shall keep an account of all assets, liabilities, receipts and expenditures and present an itemized statement of all receipts at such times as the Board may direct. The treasurer shall also sign any instruments necessary for the withdrawal of funds from the treasury of the Society.

The treasurer’s account shall be audited once a year. At the end of each fiscal or calendar year a statement shall be made in writing and filed with the Society, by the treasurer thereof, showing all monies received and disbursed by the Society. A treasurer’s report shall be submitted for approval by the Society at a meeting of the general membership at its first regular meeting following the end of its calendar year.

Section 8.

Each officer shall deliver to his or her successor, within ten day after such successor has been elected, qualified and installed, all papers, documents, books and other property of the Society which may be in his or her possession, custody or control.

Article VIII Executive Director

Section 1.

The Executive Director, shall not be a voting board member, but serves as ex-officio and attends board and membership meetings.

Article IX: Nominations and Elections

Section 1.

Annual elections shall be held at the November meeting each year at which time the officers and members of the Board of Directors shall be elected and installed.

Section 2.

For the purpose of nominating officers and directors, the president, at least thirty days before the meeting in November of each year and at a regular meeting of the Board of Directors, shall select and announce a committee of five regular members of the Society as a Nominating Committee at the August Board of Directors meeting, whose duty it shall be to select and recommend candidates for the nomination of officers and directors, secure the willingness of such persons to accept if elected, and to recommend such candidates for election at the annual election. Nominations may, however, be made from the floor by any member entitled to vote and to hold office.

Article X: Committees

Section 1.

Committees may be appointed with such authority as may be prescribed by the Board of Directors.

Article XI: Order of Business

Section 1.

At each regular meeting of the Board of Directors the following general order of business shall be observed:

1. Meeting called to order by presiding officer and record of attendance made by secretary.
2. Presentation and adoption of the minutes of previous Board meeting.
3. Report of the Treasurer.
4. Report of Committees.
5. Unfinished business.
6. New business.
7. Adjournment.

Article XII: Amendments

Section 1.

The By-laws of this Society may be amended by a two-thirds affirmative vote of the members of the Society present at any meeting of the Society provided that the proposed amendment be first submitted to the Board of Directors in writing, approved by a majority of said Board, and be publicly read at the next meeting of the Society, at which time action shall be taken thereon.

Article XIII: Dissolution of the Society

Section 1.

Upon dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Society, dispose of all the assets of the Society, exclusively for the purpose of the Society, in such manner or to such organization or organizations established and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under IRC Section 501(c)(3).