ARTICLE I - Principal Office
Section 1.01. The principal office of the corporation for its transaction of business is located in
the City of Sacramento Lawrenceburg, and the Dearborn County, of Sacramento, California Indiana.
Change of Address
Section 1.02. The Board of Directors (hereinafter, "Board") is hereby granted full power and authority to change the principal office of the corporation from one location to another
within the State of California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.
ARTICLE II - Classification of Members
Section 2.01. There shall be the following classifications of membership:
A. Student Member
B. Regular Member
C. Life Member
D. Honorary Member
E. Sustaining Member
F. Corresponding (Non-Profit Corporation)
Full and equal voting rights and eligibility to hold office in the Corporation or serve on the Board
of Directors shall be enjoyed by all members, except Sustaining Student Members and Corresponding Members. No person shall hold more than one membership in the Corporation. The Board of Directors shall establish qualifications for each class of Member.
Eligibility for Membership
Section 2.02. Any person, as defined in Section 5065 of the Corporation Code, is eligible to be a member of the Corporation.
Admission to Membership
Section 2.03. Any person, as defined in Section 5065 of the Corporation Code, eligible for membership under Section 2.02 of these Bylaws, shall be admitted to membership upon receipt
by the Secretary of the Corporation of an application submitted by such person, in such form, and in such manner as shall be prescribed by the Board of Directors and upon the payment of the first annual dues as specified in Section 2.04 of these Bylaws.
Section 2.04. The annual dues that are payable to the Corporation by members shall be in such amounts as shall be determined by resolution of the Board of Directors. Dues shall be payable for the first year on admission to membership and annually thereafter at such time as may be fixed by the Board
Number of Members
Section 2.05. There shall be no limit on the number of members the Corporation may admit.
Membership Bookoffice of the Secretary principal office of the Corporation and shall be subject to the rights of inspection required by law as set forth in Section 2.07 of these Bylaws.
Section. 2.06. The Corporation shall keep in written form a membership book containing the name and address of each member. The book shall also contain the fact of termination and the date on which such membership ceased. Such book shall be kept at the
Inspection Rights of Member
Section 2.07 (a). Subject to the Corporation's right to set aside a demand for inspection pursuant to Section 8331 of the Corporation Code and the power of the court to limit the inspection rights pursuant to Section 8332 of the Corporation Code, and unless the Corporation provides a reasonable alternative as permitted by Section 2.09 (b) of these Bylaws, a member satisfying the qualifications set forth hereinafter may do either or both of the following:
(1) Inspect and copy the record of all the members' names, addresses, and voting rights, at reasonable times, on five (5) business days' prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested; or
(2) Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of the date of demand. The demand shall also state the purpose for which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
Members Permitted to Exercise Rights of Inspection
Section 2.07 (b). The rights of inspection set forth in Section 2.07 (a) of these Bylaws may be exercised by the following:
(1) Any member, for a purpose reasonably related to such person's interest as a member;
(2) The authorized number of members for a purpose reasonably related to the members interest as members.
Certificates of Membership
Section 2.08. The Corporation shall not issue membership certificates which evidence a transferable property interest in the Corporation.
Nonliability of Members
Section 2.09. A member of the Corporation shall not because of such membership be personally liable for the debts, obligations, or liabilities of the Corporation.
Transferability of Membership
Section 2.10. Neither the membership in the Corporation nor any rights in the membership may be transferred for value or otherwise.
Termination of Membership
Section 2.11 (a). The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes:
(1) The voluntary resignation of a member with notice as prescribed by Section 2.11 (b) of these Bylaws; or
(2) Where a membership is issued for a period of time, the expiration of such period of time; or
(3) The death of a member; or
(4) The dissolution of corporate members; or
(5) The nonpayment of dues (or assessments) subject to the limitations set forth in Section 2.11 (c) of these Bylaws.
Resignation by Giving Notice
Section 2.11 (b). The membership of any member of the Corporation shall automatically terminate on such member's written request for such termination delivered to the President or Secretary of the Corporation personally or deposited in the United States mail, postage prepaid.
Nonpayment of Dues (or Assessments)
Section 2.11 (c). The membership of any member who fails to pay his or her dues when due and within thirty (30) days thereafter shall automatically terminate at the end of such thirty (30) day period, provided such member was given both a fifteen (15) days' prior written notice of the termination stating the reasons therefore and a timely opportunity to be heard on the matter of the termination. The notice shall be given personally to such member or sent by first-class mail to the last known address of such member as shown on the records of the Corporation. The opportunity to be heard may, at the election of such member, be oral or in writing and shall occur not less than five (5) days before the effective date of the termination. The hearing shall be conducted at the principal office by the Board, or at such other location as may be mutually agreed to.
Effect of Termination
Section 2.11 (d). All rights of a member in the Corporation and its property shall cease on the termination of such member's membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, or fees arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
ARTICLE III - Meetings of Members
Section 3.01. Meetings of members shall be held at the principal office of the Corporation or at such location as may be designated from time to time by resolution of the Board
Section 3.02. The members shall meet at least once annually beginning with the year 1981, for the purpose of transacting such proper business as may come before the meeting. This meeting shall be known as the Annual Membership Meeting.
Section 3.03. Special meetings of members shall be called by the Board of Directors and held at such place as is fixed in Section 3.01 of these Bylaws for regular meetings of members.
Notice of Meetings
Section 3.04. Written notice of every meeting of members shall be
either personally delivered or mailed by first-class United States mail, postage prepaid, provided to each member fifteen sixty (15) (60) days before the date of the meeting to each member.
Contents of Notice
Section 3.05. The notice shall state the place, date, and time of the meeting. In the case of regular meetings, the notice shall state those matters which the Board
of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
Waivers, Consents, and Approvals
Section 3.06. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy.
Section 3.07. A quorum at any meeting of members shall consist of ten (10) percent of the voting power, represented in person or by proxy.
Voting of Membership
Section 3.08 (a). Each member is entitled to one vote on each matter submitted to a vote of the members.
Section 3.08 (b). Members entitled to vote, as set forth in Section 3.08 (a) of these Bylaws, shall have the right to vote either in person or by a written proxy executed by such person or his or her duly authorized agent and filed with the
Secretary of the Corporation at least thirty (30) days prior to the date the proxy is to be used, except as otherwise expressly provided in these Bylaws, provided, however, that a proxy shall not be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.
Conduct of Meetings
Section 3.09 (a). The Chairman of the Board
of Directors of the Corporation or, in his or her absence, any other person chosen by a majority of the voting members present in person or by proxy shall be Chairman of and shall preside over the meetings of the members.
Secretary of Meetings
Section 3.09 (b). The Secretary of the Corporation shall act as the secretary of all meetings of members, provided that in his or her absence, the Chairman of the meetings of members shall appoint another person to act as secretary of the meetings.
Rules of Order
Section 3.09 (c). The Robert's Rules of Order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, (or) the law.
, (or rules governing agenda, motions, and related matters).
ARTICLE IV - Directors
Section 4.01. The Corporation shall have seven (7) Directors. These Directors shall be known as the Board of Directors.
Terms of Office
Section 4.02. Each Director shall be elected for a term of three (3) years. Three (3) Directors shall be elected in years evenly divisible by the number three (3)
(e.g. 1995, 1998, 2001, etc.); and two (2) Directors shall be elected in each of the intervening years. Directors shall be installed into their offices as the first item of new business at the annual membership meeting as prescribed in Section 3.02 of these Bylaws. ; and they shall serve until their successors are installed three annual membership meetings later. In order to commence the staggered three year terms, the following irregular terms of the office of Director shall be observed:
(a) The three Directors elected in 1995 shall serve until the 1998 annual membership meeting.
(b) The two candidates receiving the highest, and the second highest, vote tallies in the election immediately preceding the 1997 annual membership shall assume their directorship at the 1997 meeting, and they shall serve until the year 2000 annual membership meeting.
(c) The two candidates receiving the third highest, and the fourth highest, vote tallies in the election immediately preceding the 1997 annual membership meeting shall assume their directorships at the 1997 meetings, but they shall serve only two years until the 1999 annual membership meeting. Each Director shall hold office until the annual meeting of members which occurs during the year in which the Director's term expires and until such Director's successor is installed at said annual meeting of members. In the event a Director is removed at a special meeting of the members called and held as prescribed by Section 3.03 of these Bylaws, such Director shall hold office only until his or her removal and his or her successor is elected.
Section 4.03. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for re-election without limitation on the number of terms they may serve.
Section 4.04. The Directors shall serve without compensation.
Call of Meetings
Section 4.05 (a). Meetings of the Board may be called by the Chairman of the Board or the Secretary or any two (2) Directors.
Place of Meetings
Section 4.05 (b). All meetings of the Board
of Directors shall be held at such location as may be designated from time to time by resolution of the Board of Directors.
Time of Regular Meetings
Section 4.05 (c). Regular meetings of the Board shall be held, without call or notice, immediately following each annual meeting of the members Annual Membership Meeting of the Corporation as set forth in Section 3.02 of these Bylaws.
Section 4.05 (d). Special meetings of the Board may be called by the Chairman of the Board of Directors or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days' notice by first-class mail, postage prepaid or on forty-eight (48) hours' notice delivered personally or by telephone or
telegraph email. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approval shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 4.05 (e). A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
Transactions of Board
Section 4.05 (f). Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact any business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting.
Conduct of Meetings
Section 4.05 (g). The Chairman of the Board or, in his or her absence, any Director selected by the Directors present shall preside at meetings of the Board
of Directors. The Secretary of the Corporation or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another and communicate equally. Such participation shall constitute personal presence at the meeting.
Section 4.05 (h). A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Action Without Meeting
Section 4.06. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
Removal of Directors
Removal for Cause
Section 4.07 (a). The Board may declare vacant the office of a Director on the occurrence of any of the following events:
(1) the Directors has been declared of unsound mind by a final court order of court; or
(2) the Director has been convicted of a felony; or
(3) the Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on Directors who perform functions with respect to assets held in charitable trust.
Removal Without Cause
Section 4.07 (b). Any or all of the Directors may be removed without cause if, where the Corporation has fewer than fifty (50) members, such removal shall be approved by a majority of all members pursuant to Section 5033 of the Corporation Code; or where the Corporation has more than fifty (50) members, such removal shall be approved by the members within the meaning of Section 5034 of the Corporation Code.
(Where Articles or Bylaws authorize cumulative voting, add: However, a Director shall not be removed, unless the entire Board is removed, when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast (or if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of Directors authorized at the time of the Director's most recent election were then being elected). (Whereby the provisions of the Articles or Bylaws, the members of any class, voting as a class, are entitled to elect one or more Directors, add: Any Director elected by the members of any class, voting as a class, may be removed only by the applicable vote of the members of that class).
Resignation of Director
Section 4.08. Any Director may resign effective on giving written notice to the Chairman of the Board of Directors, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Vacancies of the Board
Section 4.09 (a). Vacancies on the Board
of Directors shall exist on the death, the resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the members in any election to elect the full number of Directors authorized.
Filling Vacancies by Directors
Section 4.09 (b). (Except as otherwise provided in the Articles or these Bylaws and) Except for a vacancy created by the removal of a Director pursuant to Section 4.07 of these Bylaws, vacancies on the Board of Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director.
Filling Vacancies by Members
Section 4.09 (c). Vacancies created by removal of Directors shall be filled only by the approval of the members within the meaning of Section 5034 of the Corporation Code. The members may elect a Director at any time to fill any vacancy not filled by the Directors.
Election of Directors
Section 4.10. The nominating committee shall nominate a
s many or more candidates than there are vacancies at least one candidate for each vacancy to be filled. The committee shall make its recommendation to the Board at least six (6) months prior to the annual meeting at which the vacancies are to be filled. Upon approval of the Board, the Secretary or the Administrator shall notify the general membership at least one hundred fifty (150) days prior to the annual meeting of the selections of the nominating committee. Additional nominations may be proposed at this time by the general membership upon the submission to the Secretary or the corporation office of a written petition containing the signature of ten (10) or more members. To be valid, nominations by petition must be received by the Secretary or the corporation office at least one hundred twenty (120) days before the annual meeting. Not less than ninety (90) days prior to the annual meeting, the Secretary shall mail a ballot containing all nominees for each office to all members a ballot containing all nominees for each office shall be delivered to all members. To be valid, all ballots must be received by the Secretary or the corporation office at least forty-five (45) days before the annual meeting. The Chairman of the Board of Directors shall appoint a tellers committee of at least three (3) members of the Corporation. The Chairman of the tellers committee shall notify candidates and the Board of Directors of the results of the election at least thirty (30) days prior to the opening of the annual meeting. The Chairman of the Board shall notify the candidates of the results. The newly elected Directors shall be installed as prescribed in Section 4.02 by the Chairman presiding at the annual meeting.
ARTICLE V - Officers
Number and Titles
Section 5.01. The officers of the Corporation shall be the Chairman of the Board of Directors, a Secretary, a Chief Financial Officer and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The Chairman of the Board is the general manager and chief executive officer of the Corporation. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the Chairman of the Board of Directors.
Appointment and Resignation
Section 5.02. The officers shall be chosen by and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
ARTICLE VI - Corporate Records and Reports
Section 6.01. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of the members, Board, and committee of the Board. The Corporation shall also keep a record of its members giving their names and addresses and class of membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
ARTICLE VII - Committees
Section 7.01. The Board of Directors shall appoint the following standing committees, consisting of not less than three (3) members of the Corporation who have voting rights:
a. Bylaws Committee
b. Membership Committee
c. Artifact Acquisition and Identification Committee
d. Historical Writing Committee
e. Publication and Public Relations Committee
f. Nominating Committee
g. Fiscal and Administrative Matters Committee The Board
h. Exhibits Committee
i. Property Management Committee
j. Historical Site Registry
k. Newsletter Editorial
of Directors may appoint any such additional standing committees as may be required.
ARTICLE VIII - Local Affiliate
Section 8.01. Any group of members of the Corporation, with the approval of the Board of Directors, may organize an affiliation of the Society. The Board of Directors shall establish written criteria for the formation, operation, and termination of affiliations.
ARTICLE IX - Amendments
Section 9.01. Amendments and additions to these Bylaws become effective on a three-fourths (3/4) approval by the members at a meeting as provided in Article III.