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ARTICLE I - Name
The name of this association shall be the St. Louis Park
Historical Society. Its headquarters shall be the Historic
Milwaukee Road Railway Depot in Jorvig Park, 6210 W. 37th
Street, St. Louis Park, Minnesota. Its mailing address is
3700 Monterey Drive, St. Louis Park, MN 55416-2671. A
portion of the Collection is located at Lenox Community
Center, 6715 Minnetonka Blvd., St. Louis Park.
ARTICLE II - Mission
The mission of the Society shall be the collection,
preservation and dissemination of knowledge about the
history of St. Louis Park, Minnesota. More particularly, its
objectives shall be:
1. To locate and collect any material which may help to
establish or illustrate the history of the City of St. Louis
Park. These materials shall include but are not limited to:
printed matter such as histories, genealogies, biographies,
gazetteers, directories, newspapers, pamphlets, catalogues,
circulars, handbills, programs and posters; geological and
Native American artifacts; manuscript materials such as
letters, diaries, journals, account books, charts, oral
history interviews; account books, charts, audio and video
materials and other multi-media materials; and other museum
materials such as pictures, photographs, paintings,
portraits, furniture, scenery, and such artifacts that are
illustrative of events, and activities of its residents in
the City of St. Louis Park. These materials to be collected,
preserved, and exhibited in accordance with all laws and
regulations that may apply to the collection, possession and
preservation of such materials, as appropriate.
2. To disseminate historical information to any interested
persons, groups, and institutions by any of the following
means: publishing historical materials such as newsletters
and books; maintaining a web site that presents information
and photographs; holding meetings featuring workshops,
lectures, or informative programs; conducting historic
tours; marking or restoring historic buildings and sites;
and by operating a museum or historic site.
3. To make this material available for study and research by
individuals and scholars, as appropriate, making sure that
it is accessible to the public in compliance with the
provisions of the Americans with Disabilities Act as
amended.
4. To accomplish these goals through the establishment of
clearly defined collection, preservation, and dissemination
policies and procedures.
5. To provide that all programs, functions and events of the
Society, including membership, shall be made available to
anyone regardless of race, color, age, national origin,
marital status, disability, religious or political
affiliation, gender, or sexual preference. 6. And that this
organization shall have the power to own property, to apply
for and receive grants, that it may accept bequests and may
establish and maintain an endowment fund for carrying out
the above stated purposes.
ARTICLE III - Membership
1. The society shall be composed of active, life and
honorary life members.
2. Any person interested in the history of St. Louis Park
may be enrolled as an active member upon receipt by the
secretary of the first payment of dues. Membership shall run
from January 1 to December 31.
3. Change of dues for membership shall be proposed by the
Board of Trustees, subject to majority approval of members
present and voting at the annual meeting or a two-thirds
vote of the Board of Trustees at any regular meeting.
4. Active membership shall include the following categories:
a. Individual membership - any person may become a member of
the Society by payment of annual dues.
b. Family memberships are defined as adults and immediate
family members under the age of 19, residing in the same
household.
c. Senior citizen memberships are defined as individuals age
60 or over, or two or more individuals 60 or over, residing
in the same household.
d. Club, association, or business memberships - any club,
association, or business interested in the programs or
purposes of the Society may become members by payment of
annual dues.
5. No person shall be qualified as a member and entitled to
vote at regular, special or annual meetings unless his or
her annual dues have been paid to the treasurer and his or
her name is inscribed on the membership list at or in
advance of any meeting.
6. Members failing to pay their dues after they become
payable shall be dropped from the rolls 60 days after the
mailing of a notice of such default.
7. 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 a two-thirds vote
of the members present at any regular meeting. 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.
8. Life memberships are no longer available; however, the
life memberships issued prior to the enactment of these
bylaws shall be honored with full benefits of an active
member.
ARTICLE IV - Government
1. The officers of the Society shall be a president, a vice
president, a secretary, a treasurer, and three to five other
members to form a Board of Trustees. This Board shall manage
the affairs of the Society, subject to such regulations and
restrictions as may be prescribed by the Society.
2. The officers, with the exception of the treasurer, and
the Board of Trustees shall be elected at the annual meeting
by ballot of the membership for a two-year term and shall
hold office until their successors have been elected. In
case of vacancy arising in an office, it may be filled for
the remainder of the unexpired term through selection by the
Board of Trustees.
3. The retiring president of the Society shall automatically
become an ex-officio member of the new Board of Trustees, to
act in an advisory and consultative capacity for a two-year
period.
4. The treasurer may be appointed by the Board of Trustees
and will serve at the pleasure of the Board.
5. Elections will be held at the annual meeting and may be
done by secret ballot, unless by acclimation.
6. The St. Louis Park Historical Society is and shall be an
equal opportunity employer. It does not discriminate based
on race, color, age, national origin, marital status,
disability, religious or political affiliation, gender, 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 Trustees
1. The business of the Society shall be conducted by a Board
of Trustees. The terms of trustees shall be staggered so
that no more than three trustees shall be elected in one
election. Tenure for the first Board members shall be as
follows: one shall serve one year, one shall serve two
years, three shall serve three years. Successive elections
shall be to full three-year terms.
2. The Board of Trustees shall have the responsibility of
establishing policy to achieve the objectives of the Society
as stated in Article II of these bylaws.
3. The Board of Trustees shall cooperate with any existing
local historical societies to achieve goals established by
these bylaws.
4. The Board of Trustees shall meet at regular intervals,
such intervals to be determined by a special meeting of the
Board of Trustees held immediately following the adjournment
of the annual meeting of the Society. The schedule for those
meetings will be available to the membership and will be
open for their attendance. 5. A minimum of three Board
members shall constitute a quorum for conducting business at
any regular meeting of the Board of Trustees.
6. All business of the Board shall be conducted in
conformity with Robert’s Rules of Order.
7. The Board shall hold such special meetings as may be
necessary for conducting business of the Society. Special
meetings of the Board may be called by the president; in his
or her absence by the vice president; or any three trustees.
Board members shall receive advance notice of special Board
meetings by written notice, email, or telephone call.
8. The Board of Trustees shall be empowered to employ or
dismiss an executive director whose duties will be
determined by the Board of Trustees in a written policy and
duty statement. The executive director may hire a staff to
carry out the goals and policies under the direction of the
Board of Trustees.
9. The Board of Trustees shall appoint members of the
Society to fill an unexpired term which may become vacant on
the Board of Trustees. Should a trustee be absent from a
majority of Board meetings during the year, the office may
be declared vacant and a new trustee appointed by the Board
until the next election.
10. A trustee may be compensated for his or her services if
authorized by the Board of Trustees.
11. The Board of Trustees is responsible for the development
of a collection policy, a long-range plan, and whatever
other policies are needed to carry out the purposes of the
Society, as stated in Article II of these bylaws. These
policies should be reviewed annually and revised as needed.
12. The Board of Trustees may remove from the membership
rolls any member of the Society or of the Board of Trustees
who is found to be acting in a manner that is detrimental to
the Society and its mission. A two-thirds vote of the Board
of Trustees is required for such action and it must be
confirmed by a majority vote of the membership present at
the removal meeting. Notice of the proposed removal will be
given to members prior to the annual meeting or of a special
meeting called for this purpose. The person involved shall
be given the opportunity to be heard at the meeting where
his or her removal is considered.
ARTICLE VI - Duties of Officers
1. The president shall preside at all meetings of the
Society and of the Board of Trustees. If the president is
absent at any meeting, the vice president shall assume his
or her duties. The president, with the help of the
secretary, 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 or her duties.
The vice president shall also be in charge of activities
directly related to the membership, e.g., programs for the
membership and membership recruitment.
3. The secretary shall keep the minutes of all meetings of
the Society. The secretary shall maintain a current
membership list and will have a current membership list
present at all Society meetings. The secretary shall also
conduct the correspondence of the Society, give notice 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.
4. The treasurer shall collect the dues of members and all
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 Trustees. 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 Trustees 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.
ARTICLE VII - Meetings
1. The annual meeting shall be in the month of September each
year. The Board of Trustees shall set the date of the
meeting. Two weeks notice must be given to all members.
2. Regular meetings of the membership shall be at least four
times each year. Specific dates will be determined by the
Board of Trustees. Such regular meetings may be held on a
rotation basis in locations around the City at the
discretion of the Board.
3. Special meetings of the Society or Board of Trustees may
be called by the president at any time and also upon written
request by ten members of the Society or a majority of the
Board of Trustees.
4. A simple majority representing at least 10 percent of the
membership of the Society or two thirds of the Board of
Trustees must be present to constitute a quorum for annual
and special meetings.
5. The Society shall operate on a fiscal year, running from
January 1 through December 31.
6. All eligible members may cast one vote. Voting will be
done by ballot or a show of hands. Voting by proxy is not
allowed.
7. All meetings shall be conducted in accordance with
Robert’s Rules of Order.
ARTICLE VIII - Committees
1. The president shall appoint, or cause the Board of
Trustees to appoint, such standing committees as are deemed
necessary for the efficient operations of the Society.
Chairs from such committees, shall, insofar as possible, be
appointed from members of the Board of Trustees. Such
committees may include regular members of the Society.
2. Standing committees shall be appointed to serve until a
particular project is completed or until the next annual
meeting, whichever occurs first. All committees may be
reappointed annually. There shall be no limit to the number
of annual terms to which a member of a committee may be
appointed.
3. The president, or in his or her absence the vice
president, shall be an ex-officio member of all committees.
4. The chairs of all committees shall represent their
respective committees at meetings of the Board of Trustees
when requested to attend by the Board.
ARTICLE IX - Disposition of Collections
1. The Society or Board of Trustees shall make provision for
the custody and housing of all material of historic value
received by the Society. No artifact which has been received
as the result of a donation or by purchase with Society
funds may be disposed of, or may be returned to the donor or
their heirs, unless provision is made to assure that there
is compliance with all rules and regulations of the Internal
Revenue Code of 1986, Section 170, as related to charitable
contributions.
2. It is hereby provided that if the Society fails in two
consecutive years to have a quorum at its annual meeting, it
shall be interpreted as the cessation of an effective
working organization. All articles belonging to it shall be
placed in the care of the Minnesota Historical Society until
such time as a new society can be organized or the District
Court arranges disposition of the articles to a suitable
501(c)(3) organization.
ARTICLE X - Indemnification of Officers and Directors
1. The Society shall indemnify any officer, trustee,
employee, or volunteer who is sued for actions done in good
faith for the benefit of the Society and in the performances
of his or 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 Minnesota Historical
Society
The Society shall be enrolled as an Institutional 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 Minnesota Historical 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 at least two weeks before a regular meeting of
the Board of Trustees or the annual meeting. Amendments may
be adopted by a two-thirds vote of the Board of Trustees or
a two-thirds vote of the members present, provided a quorum
is present.
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