CCHS Bylaws Revision
Proposed Bylaws Revision, passed by the CCHS Board of Directors August 18, 2014
To be presented to the membership September 21, 2014, for a vote.
Bylaws of the Carmel Clay Historical CCHS
Article I. Name
Section 1. The name of the organization will be the Carmel Clay Historical Society.
Section 2. This organization shall for the purposes of brevity hereinafter be referred to as CCHS.
Section 3. The principal office will be at 211 First Street, S.W., Carmel, IN 46032.
Section 4. The fiscal year of the CCHS will coincide with the calendar year.
Article II. Purposes
Section 1. The purposes of the CCHS are to connect Carmel residents to the past by preserving and sharing its collections and by providing educational programs celebrating the history of Carmel. These purposes are to be carried out by the general membership under the oversight of the Board of Directors, which will be the Executive body of the CCHS.
Article III. Membership
Section 1. The membership of the CCHS will be open to anyone interested in its purpose and will be encouraged to participate actively in the work of the CCHS.
Section 2. Active members of the CCHS are persons who are current with their membership dues.
Section 3. Membership types are:
- Annual Membership
- Life Individual
- Annual Student – Any person who is a full time student is eligible.
Section 4. Dues: Each member of the CCHS will be assessed annual dues as set by the Board of Directors.
Section 5. Delinquent Dues: Any member whose payment of dues is delinquent for more than 30 days will be notified by the Membership Committee Chairperson. If dues are not received the person will be removed from the active membership list.
Section 6. Reinstatement: Paying current dues and any delinquent dues will reinstate a member who is not in good standing.
Section 7: Voting: Each member in good standing is entitled to one vote at the Annual Meeting of the general membership.
Article IV. Board of Directors
Section 1. Responsibilities
The Board is responsible for establishing the policies of the CCHS.
Section 2. Empowerment
The Board will be empowered to consider, plan and execute any appropriate action which is consistent with the purposes and goals of the CCHS in keeping with the Bylaws of the CCHS.
Section 3. Election and Term
The Board will consist of nine members, who will be elected for a two year term starting January 1 of the year following election. Board members will be elected each year at the Annual Meeting of the general membership. A Board member may serve only three consecutive elected terms (six years), but may be elected or appointed after a period of a six-month absence from the Board.
Two months before the Annual Meeting, the Board Development Committee will present a slate of candidates to be presented at the Annual meeting. Additional nominations from the floor will be allowed before the election.
Notice of the Annual Meeting will be made to the general membership via Society publications.
Section 4. Eligibility
Any candidate for the Board must be a member in good standing of the CCHS prior to his/her election and must remain a member while on the Board.
Section 5. Replacement
In the event of a vacancy prior to the completion of a term, the Nominating Committee, as appointed by the President, will present its nominations at any regular or special meeting of the Board. Subject to additional nominations from the floor, the vacancy will be filled by a majority vote of the Board present at the meeting. The person elected will fill the remainder of the unexpired term.
Section 6. Lack of participation
Any Board member who is absent from three meetings in one year without presenting satisfactory excuse or who has failed to maintain membership in the CCHS may be removed from the Board by a majority vote of the Board members. Such action will not be taken until the Trustee has been notified in writing and provided an opportunity to respond.
Section 7. Composition of the Board of Directors
The Board will consist of the nine elected Trustees and the elected Officers of the CCHS (President, Vice President, Secretary, and Treasurer). All past presidents will be Emeritus officers of the Board with full participation, excluding voting.
Section 8. Voting
Each Board member will have one vote.
Section 9. Quorums
A majority of the elected Board members must be present to conduct business.
Article V. Officers
Section 1. The Officers of the CCHS will be President, Vice President, Secretary, and Treasurer.
Section 2. Election and Term. The Officers will be elected from a slate of nominees prepared by the Nominating Committee, approved by the Board and elected each year at the annual meeting of the general membership. Additional nominations from the floor will be allowed before the election. Vacancies will be filled by a majority vote of the Board.
Section 3. An Officer will serve a term of one year and may be re-elected to serve a maximum of three years. An Officer may be elected or appointed after a six-month absence from the Board.
Artivle VII: Duties of the Officers
Section 1: The President will preside at all meetings of the Society and of the Board. The President will appoint the Standing Committees with the approval of the Board. He or she may meet with Committees of the Society as an ex-offico member of the committee.
Section 2: The vice-president shall act as the assistant to the president and shall, in the absence of the president, be the presiding officer at Board and membership meetings.
Section 3: The Secretary, or designee, will keep an accurate and permanent record of the minutes and keep attendance at all meetings.
Section 4: The Treasurer will be in charge of the financial records of the Society and will receive the income and pay the expenses. The Treasurer is also responsible for providing a monthly report to the Board. For unusual and questionable billings, the Treasurer will consult with the Board for approval. The Treasurer will file all appropriate tax forms (both State and Federal) and file on behalf of the CCHS its annual not-for-profit Corporation Annual Report. The Treasurer will facilitate an annual audit of the books to be made by an Audit Committee appointed by the President, or the Board may delegate the audit to a public accountant.
Section 5. The CCHS 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 the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 6. The Executive Director as manager of the CCHS’s operations, shall serve as a non-voting, ex-officio member of the Board of Directors.
Article VI. Meetings
Section 1. Board of Directors Meetings
The Board will meet monthly. The President, Vice President or a majority of the members of the Board may call special meetings. The Officers and the Board will be empowered to transact business which arises between the meetings of the CCHS and such other business as may be referred to them by the CCHS.
Section 2. CCHS Meetings
There will be one membership meeting per year. The Officer or Officers calling the meeting will designate the exact date and place of the meeting. Special meetings of the membership may be called as needed by the President, Vice President or a majority of the Board.
Section 3. Method of conducting meetings
The meetings of the Board and CCHS will be conducted according to Roberts’ Rules of Order.
Section 4. Conduct or Elections and Business
At Board and CCHS meetings, the election of Board members and Officers as well as transaction of normal business requires a 51% approval of the voting members attending. Amendments to the Constitution and Bylaws require prior 66% approval by the Board and then 66% approval of members attending the Annual Meeting.
Article VII. Committees
Section 1. Committees of the Board may be standing or ad hoc. The President will appoint all committee members subject to approval by the Board. Standing committees will consist of an appropriate number of individuals and will be chaired by a member of the Board. The President may appoint, with Board approval, additional members as needed to any standing committee. Each standing committee will report to the Board recommendations concerning areas of its responsibility. The President may appoint ad hoc committees as needed for specific purposes.
Section 2. Standing committees will be appointed by the President and approved by the Board at the January meeting.
- The Standing Committees will include:
- Building and Grounds Committee – Plans and arranges for the maintenance of the buildings and property of the CCHS.
- Programs Committee – Plans the programs presented by the CCHS.
- Board Development Committee – Responsible for Board development and replacement.
- Preservation and Collections Committee – Develops and monitors the implementation of a collections policy and approves all accessions and deaccession transactions.
- Membership Committee – Develops programs for maintaining and expanding CCHS membership.
- Executive Committee – This committee consists of the officers of the Board and acts on behalf of the Board between regularly scheduled Board meetings when required by unusual or time-sensitive circumstances of issues.
Article VIII. Staff
Section 1. The Board reserves the right to create, define, modify, terminate staff positions as needs arise or expire, or as resources and issues dictate. The Board may also enlist volunteers from the membership to accomplish tasks for the Board.
Article IX. Execution of Instruments
Section 1. Unless otherwise ordered by the Board, the President will execute all written contracts and other documents entered into by the CCHS on behalf of the organization. The Board may authorize any officer or officers, agent or agents of the CCHS to execute an instrument. The Secretary will attest to signatures.
Article X. Dissolution
Section 1. In the event of dissolution of the CCHS, all assets shall be distributed to such one or more organizations that have purposes and objects similar to those of the CCHS and are exempt from United States income taxes under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, or the 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 so disposed of shall be disposed of by a Court of competent Jurisdiction of the Hamilton County in which the principal office of the Corporations is located, exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XI. Amendments
Section 1. These Bylaws may be amended by a 66% majority vote of members present at any regular CCHS meeting or special meeting called for that purpose, provided the amendment has been previously passed by a two-thirds vote of the Board and that the text of the amendment is submitted to the membership at least thirty (30) days prior to the meeting.
Adopted this ___ day of __________, 2014 by the Carmel Clay Historical CCHS
Nick Davis, President, Carmel Clay Historical CCHS, Inc.
Debra May, Vice President, Carmel Clay Historical CCHS, Inc.
Christine Owens, Secretary, Carmel Clay Historical CCHS, Inc.
Rosemary Waters, Treasurer, Carmel Clay Historical CCHS, Inc.