Society By-laws
 

Society By-laws

 

REVISION 6
CONSTITUTION AND BYLAWS
OF THE
BURLINGAME HISTORICAL SOCIETY
 
1978
 
 
ARTICLE I
 
Name and Location
 
Section 1. The name of this organization is the Burlingame Historical Society, hereinafter referred to as “Association”.
 
Section 2. The principal location for the transaction of the business of this societyAssociation is in the City of Burlingame, County of San Mateo, State of California.
 
 
ARTICLE II
 
Purpose
 
Section 1.    The purposes for which this Association is are formed are:
 
(a)             The specific and primary purposes are to operate as a non-profit historical association for educational purposes within the meaning of Section 501 (C) (3) of the Internal Revenue Code of 1954.
 
(b)             The general purposes and powers of this Association areis to have and exercise all rights and powers conferred on non-profit associations under the laws of California, provided, however, that this association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this association.
 
(c)     No substantial part of the activities of this Society Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation. and The Association shall not participate or intervene in any political campaign (including the publishing or distribution of statements on behalf of any candidate for public office.
 
 
Section 2.  This Society does not contemplate pecuniary gain or profit to the members thereof and it is organized for nonprofit purposes. In accordance with our non-profit status under Section 501 © (3) of the Internal Revenue Code, members of the Association shall not receive pecuniary gain or profit by virtue of their membership.
 
 
ARTICLE III
 
Membership
 
Section 1.   Any person, association, or corporation with an interest in the
history of the Burlingame area is eligible for membership in the Society,
regardless of their place of residence Membership shall be open to Individuals, Associations and Corporations regardless of their residence or sites, provided they have an interest in the history of the Burlingame area. The Board may establish honorary memberships and other types of membership. Membership is non-transferable.
 
Section 2. Individual memberships shall be by application and approval of a
Membership Committee appointed by the President. Any other form of membership shall be by action of the Executive Board upon such terms as the
Board may determine. The right to vote and hold office shall be in individuals.Membership shall commence upon payment of dues and acceptance of membership by the Board. Only Individual members may vote or hold office. The Executive Committee, by a two-thirds (2/3) vote, may refuse membership status to an applicant or suspend or remove a member for good cause if the Committee believes that the member would be detrimental, injurious or disruptive to the association in general, considering the Association’s Bylaws, Policies and Procedures and stated Purpose.
 
Section 3. The amount of dues shall be as follows: Membership dues may be changed by the Board on an annual basis provided that thirty (30) days notice has been given to the general membership and a two-thirds (2/3) vote from those present at a regular or annual meeting. Dues currently established are stipulated in the Policies & Procedures of this association.
 
                   Individual Membership
                   Regular                                    5.00
                   65 years of age & over            1.00
                   18 years of age & under         1.00
                   Sustaining                               15.00
                   Memberships are non-transferable.
 
 
There shall be no dues for Honorary Members. Dues for any other categories
Of membership shall be determined by the Executive Board and approved by a two-thirds vote of those present at a regular or annual meting. Dues shall be
payable annually.
 
Section 4. Dues may be changed by a two-thirds vote of those present at a
regular or annual meeting, provided thirty days notice is given.
 
Section 5. Dues not paid within three months after they become due automatically terminate membership. The Executive Board may, for cause, suspend or remove any member by a three-quarter vote.
 
Recurring annual dues must be paid within three (3) months after becoming due and payable to continue membership in the Association. Members joining in or after August shall be responsible for paying only one-half (1/2) of the annual dues. Members joining in or after November shall be paid in full until the following February. 
 
 
 
Section 6. Resignation may be made in writing to the Secretary or Membership Chairman, effective as of the date received. No refund of dues will be paid.
 
Section 4. Resignations.  Members may resign their membership in writing to the Secretary of the Association.  The resignation shall be effective as of the date the resignation is received. No refund of dues will be made.
 
ARTICLE IV
 
Officers/Executive Committee
 
Section 1. The officers of this Society association shall be a President, Vice President/Membership, Vice President/Archives, Secretary, and Treasurer.
These elected officers are hereinafter referred to as the Executive Committee. All officers shall be board members. The Board may request of the Nominating Committee that more than one (1) member be nominated for any one office, but if the office is split between co-officers, that office shall have only one (1) vote.
Officers shall be elected by a majority vote of those present at an annual meeting of the Association. If there is more than one nominee for an office, the vote shall be by written ballot. Term of office shall be for one (1) year, which shall begin at the close of the meeting at which they are elected and continue until their successors are elected. No officer shall be eligible to serve more than two (2) consecutive terms in the same office unless no other candidates for election come forth.
 
(a)             The Officers of this Society shall perform the duties prescribed
by these bylaws, such other duties as the Executive Board may
provide, and the usual duties as prescribed for their office in
the parliamentary authority adopted by this organization.
 
(b)             An officer shall automatically be removed from office for
unexcused absence at three consecutive regular meetings.
 
 
 
 
 
Section 2.    The officers shall be elected at an annual meeting (see Article VII
Section 1) and shall hold office for one year and until their successors are
elected. Their term of office shall begin at the close of the meeting at which
they are elected. 
 
Section 2. Duties of Officers. Officers shall perform the ordinary duties oftheir office as prescribed in Robert’s Rules of Conduct, in the Policies and Procedures, and as requested by the Executive Committee. Officers must attend all Board Meetings or have an excused absence. Three unexcused absences are grounds for dismissal and replacement. 
 
Section 3. Vacancies in Office. In case of vacancy in the office of President, the Vice-President of Archives shall become President. Vacancies in other offices shall be filled by a majority vote of the Executive Committee.
 
Section 3. 4 A Nominating Committee consisting of a minimum of three two (2) board members and one (1) alternate general member of the association
shall be elected by the Society at a regular meeting at least two months before
the annual meeting. shall be appointed by the Board in August of each year. A slate of officers recommended by the Nominating Committee shall be presented to the Board for approval in November of each year, and shall be presented to the Association through the Winter edition of the newsletter. The Nominating Committee shall nominate a slate of officers and report the slate to the annual meeting. Additional nominations may be made from the floor provided the consent of the nominee shall first have been obtained during the annual meeting if the nominee accepts the nomination.
 
Section 4. Election shall be by ballot if there is more than one nominee for
an office and a majority vote of those present shall elect. No officer shall be
eligible to serve more than two consecutive terms in the same office.
 
Section 5. In case of vacancy in the office of President, the Vice President shall
become President. Vacancies in other offices shall be appointed by the
Executive Board.
 
 
 
 
 
 
ARTICLE V
 
Executive Board Committee
 
Section 1.   The Executive Board Committee shall consist of the elected officers and chairmen of standing committees
 
Section 2. The Executive Board shall exercise general supervision of the business of the Society between regular Society meetings. The Executive Committee shall have the power to act for the board between meetings of the board, and shall report to the board on all actions taken by it.  It shall perform such other duties as may be delegated to it by the board.
 
Section 3. Meetings of the Executive Board Committee shall be at the call of the President, or upon the written request of three members of the Board.
 
Section 4. Three officers and two committee chairmen shall constitute a quorum of the Executive Board.  The quorum of the executive committee meeting shall be a majority of its members. Co-officers shall be considered as one voting member.
 
 
ARTICLE VI
 
Committees Board of Directors/Committees
 
Section 1. The Board of Directors shall consist of the elected officers and Chairpersons of standing committees. Committees and  The Chairpersons shall be appointed by the President with the approval of the Executive Board of Directors Executive Committee and are entitled to one (1) vote each.  Standing committees are those committees that are on going and necessary for the function and mission of the Association. Standing committees are listed in the Policies and Procedures.
          (a). Three officers and two committee chairpersons shall constitute a quorum of the Board of Directors.
 
Section 2. An Auditing Committee of three two members and/or one non- member shall audit review the Society’s Association’s books, ascertain whether disbursements were authorized as provided in these bylaws, and report to the annual meeting of the Society.
 
Section 3. The President shall be an ex-officio member of all committees except the nominating committee.
 
Section 4. Committees may be dissolved by the President with the approval of the Executive Board of Directors.
 
Section 5. Special committees and/or task forces (ad hoc) may be appointed by the President with the consent of the Board of Directors. These committees are temporary and may not be members of the Board of Directors.
 
 
 
ARTICLE VII
 
Meetings
 
Section 1. The annual meeting of this Society Association for the election of officers, and for receiving annual reportsshall be held in February of each year. There shall be at least three (3) general membership meetings each year that include the annual meeting.
 
Section 2. Other meetings shall be held at a time and place designated by
the Executive Board of Directors.
 
Section 3. A quorum for the transaction of business at all general meetings excepting Board Meetings, shall consist of seven ten (10) members.
 
Section 4. In consideration of the health of non-smoking members, smoking
will not be permitted in the meeting room before or during meetings.
 
Section 5. 4. Special business meetings may be called at any time by the President or any five members. Notice of special meetings must specify the items of business to be transacted.
 
 
ARTICLE VIII
 
Liability and Responsibility of Members
 
 
Section 1. No officer or member shall be personally liable for any bills or
obligations of the Society, except for payment of his own dues.
 
Section 2. No officer or member of the Society Association shall incur the indebtedness of the Society Association or disburse any funds or monies in his keeping and belonging to the Society Association without prior authorization of the Executive Board, Committee confirmed in writing by the President and Treasurer.
 
 
Section 3. The Executive Board Committee may not incur the indebtedness of the Society Association or disburse SocietyAssociation funds or monies in excess of $25.00 $400 without the prior authorization of the Society Association in an approved budget or special motion as recorded in the Secretary’s minutes.
 
Section 4. No officer or member shall expect reimbursement without prior
authorization. Reimbursement shall be at the discretion of the Executive
Board Committee or Society  Association as applicable under Sections 2 and 3.
 
Section 5. No person shall use the name, mailing list or official insignia of
the Society Association for other than strictly Society Association purpose without the authorizationof the Executive Board Committee, which is to be confirmed in writing by the President and Secretary.
 
ARTICLE IX
 
Distribution of Assets
 
Section 1. The net assets of this Society Association are irrevocably dedicated to the historic purposes set forth in Article II and no part of the assets shall ever inure to the pecuniary or proprietary benefit of any individual. Upon dissolution of the Society Association, its assets, after payment or provision for payment of all debts and disabilities liabilities of this Society Association, shall be distributed for said purposes tothe San Mateo County Historical Association if it is still in existence and tax exempt, to another organization organized and operated exclusively for such purposes and which has established its tax exempt status under Section 501 (C) (3) of the Internal Revenue Code, or if none exist to the City of Burlingame in trust for historic purposes.
 
Section 2. Preservation and Protection of Museum Collections. No accessioned Museum collection or part of any accessioned Museum collection shall be sold, permanently traded or disposed of without prior approval by resolution of the Executive Committee. 
 
 
 
 
ARTICLE X
 
Parliamentary Authority
 
Section 1. In matters not covered by these bylaws, Robert’s Rules of
Order, newly revised, shall govern.
 
 
 
 
ARTICLE XI
 
Amendments
 
Section 1. These bylaws may be amended at any regular business meeting
or the annual meeting of the Society Association by a two-thirds vote of those present, provided that intended changes are announced and posted at a prior general membership meeting and published and distributed at least 30 days before a vote is taken.