Post Falls Historical Society

By Laws Change- Effective March 10, 2010

In accordance with Article VIII of the Post Falls historical Society by-laws, the following changes were adopted by the Board of Directors at the March 2010 meeting:

The fiscal year of the corporation shall run from January 1st to December 31st.

An operational budget shall be created by the board of directors each December and presented for approval by the membership at the Annual Business meeting each January of the new fiscal year.

Election of board members will take place yearly at the annual business meeting to be held each January.

The annual Appreciation Banquet shall be held each March to recognize and celebrate the accomplishments and efforts of the volunteers; recognize the membership and present the “State of the Museum”. 

 The original By Laws appear below and will be modified before June, 2010. 

By Laws

POST FALLS HISTORICAL SOCIETY, INC

BYLAWS

(Rev. April 27, 2009) 

ARTICLE I

Name 

The name of this organization shall be the Post Falls Historical Society, Inc.

ARTICLE II

Offices 

The principle depository of the corporation shall be located at P.O. Box 57, Post Falls Idaho, 83854-0057. The Board of Directors shall have the power and authority to establish and maintain branch or subordinate offices at any other location.

ARTICLE III

Mission 

The Post Falls Historical Society, Inc. is a non-profit corporation with the purpose of protecting and preserving the historical heritage of the Post Falls area by sharing and recording our history.

ARTICLE IV

Membership 

Membership is open to anyone who wishes to support the purpose of the Post Falls Historical Society. This organization does not discriminate against a person because of his/her race, creed, national origin or sexual preference.

The term “persons” as applied to membership in this organization shall be construed to include not only individual persons, but also groups, firms, and institutions meeting the other requirements of membership.

The membership of this organization shall be divided into four (4) categories; 1) individual; 2) family; 3) business; 4) contributor.

Dues shall be established by the Board of Directors, consistent with the promotion of wide membership interest and with consideration of equitableness until changed by official action of the Board. Annual membership shall be for one calendar year beginning January 1.

The schedule of membership fees is as follows:

1) Individual        $20.00                                               3) Business        $75.00

2) Family             $30.00                                               4) Contributor    $100.00

Dues include free admission to the museum, a 10% discount on all museum product sales and the quarterly newsletter.

ARTICLE V

Board of Directors 

The Board of Directors shall consist of the president, vice-president, secretary, treasurer, and eight Society members of good standing. Directors need not be residents of the state of Idaho but shall be members in good standing.

1)      Each board officer shall serve a one-year term of office. No officer shall serve more than two consecutive terms in the same office.

2)      The immediate past president shall become an ex officio member of the Board for one year following their term of office with full voting rights.

3)      The President, with the approval of the Board of Directors may appoint an additional person to the position of Board Member Emeritus. Such person shall have served faithfully on the Board for at least two full terms and shall not have voting privileges.

4)      The eight directors shall be elected for a period of two years with their serving terms staggered.

Election of Directors

Prior to elections, a nominating committee will be appointed by the president to serve for the purpose of recommending a slate of officers with at least one nominee for each position. At the election of directors, every member entitled to vote shall have the right to vote in person or by proxy. Except as otherwise provided by the law or the Articles of Incorporation, every member shall be entitled to one vote and the directors shall be elected by a majority vote.

Duties of The Elective Officers

1)      President: The president shall be the chairman of the Board of Directors and shall preside at all meetings of the Board. She/he shall represent the Post Falls Historical Society. The president shall, at his/her discretion, be empowered to appoint committees, and be an ex officio member of all committees. The president shall have general supervision , direction, and control of the business and officers of the corporation in any manner.

2)      Vice-President: The vice-president shall assist the president. She/he shall preside over meetings as designated by the president. The vice-president shall have the powers and shall exercise the duties of the president whenever the president, by reason of illness or other disability or absence, is unable to act, and at other times when specifically so directed by the Board of Directors.

3)      Secretary: The secretary shall keep a correct record of all meetings of the organization and of the Board of Directors and shall conduct all of the correspondence of the Historical Society. She/he will be responsible for maintaining a book of minutes of all meetings of the directors which will also include the names of the directors who were present and the number of members present. The secretary shall give notice of all the meetings of the members and of the Board as required of the bylaws.

4)      Treasurer: The treasurer shall keep and maintain adequate and accurate accounts of the properties and business transactions of the Historical Society including the accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus. The treasurer shall co-sign with a member of the Board or an officer of the corporation all checks and promissory notes of the association and shall deposit all monies and other valuables in the name and to the credit of the corporation which such depositories as may be designated by the board. The treasurer shall file a monthly report at the Board of Directors’ meeting and a final report at the end of the fiscal year. The books shall be audited as deemed necessary by the Board of Directors.

5)      Other Board Members: The other members of the Board will be expected to attend the regular meetings of the Board and assist the other officers in carrying out their duties.

Vacancies

Any vacancy occurring on the Board of Directors shall be filled by the president. Vacancies may occur by death, resignation or lack of attendance at three consecutive meetings without satisfactory explanation. In the latter event, the delinquent board member shall be notified in writing by the president and given the opportunity to appeal to the Board. If the appeal is unsuccessful the position shall be declared vacant.

Compensation

Neither the directors nor the officers of the corporation shall receive any monetary compensation for their services performed in the conduct of business of the corporation. However, a member, officer, or director may be reimbursed for expenses incurred in carrying on the business of the corporation.

Resignation

Any director may resign his/her office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

ARTICLE VI

Meetings 

Annual Meetings

Annually, at least one meeting of all the members shall be held in January at a time and place to be determined by the Board of Directors. Such meetings of the members shall include the election of the Board of Directors for the ensuing year. Notification to members shall be not less than five (5) days in advance of the meeting date. If not held during the regular meeting date as designated by the Board, the Board shall cause the election to be held at a special meeting of the members as soon thereafter as convenient.

Place of Meeting

The Board of Directors shall designate the location for all meetings called by the Board of Directors.

Notice of Meeting

 Written or printed notice stating the place, day, hour, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days before the date of the meeting, either personally or by mail, by or at the direction

 of the president, or the secretary, or the officer or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the membership books of the corporation.

Quorum

A quorum shall be defined as five or more members, represented in person or by proxy, at a meeting of the membership. If less than a quorum is represented at the meeting, a majority of the members so represented may adjourn the meeting. At a meeting at which a quorum is present or represented, any business may be transacted. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Voting Rights of The Membership

Subject to the provisions of any applicable Idaho law, each member, regardless of type of membership as described above, entitled to vote, shall be entitled to one vote on each matter submitted to a vote at a meeting of members.

A member entitled to vote at a meeting may vote at such meeting in person or by proxy. Every member shall be entitled to one vote. Except as herein or in the Articles of Incorporation otherwise provided, all corporate action shall be determined by voting of a majority of the votes cast at a meeting of members entitled to vote thereon.

At all meetings of members, a member may vote by proxy executed in writing by the member. Such proxy shall be filed with the president or with the secretary of the corporation at least five (5) days before the time of the meeting.

Any individual whose membership dues are paid at the time of the meeting shall be entitled to vote at the meeting.

Regular Meetings

The Board of Directors may hold monthly meetings, however, the Board shall hold at least one regular meeting each quarter. A regular meeting of the Board of Directors shall be held without notice only immediately after and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.

Special Meetings

Special meetings of the Board of Directors may be called by the president or any two directors and shall be held at such place as the directors may determine.

Notice of Special Meetings

Notice of any special meeting shall be given at least five (5) days before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his business address, or by telephone. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waive of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transition of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Quorum

A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting.

Voting

At all meetings of the Board of Directors, each director shall have one vote. The president shall not vote except in case of ties.

Presumption of Assent

A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting by the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.. Such right to dissent shall not apply to a director who voted in favor of such action.

Actions Without A Meeting

Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if they consent in writing, setting forth the action so taken, and such consent is signed by all of the directors.

Actions of A Majority

The act of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors.

 

ARTICLE VII

Waiver of Notice 

Whenever any notice is required to be given to any member or director of the corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII

Amendment of Bylaws 

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board and passed by a two-thirds vote.

ARTICLE IX

Fiscal Year 

The fiscal year of the corporation shall be the calendar year.

ARTICLE X

Parliamentary Procedure 

Roberts Rules of Order shall be the authority of all questions of parliamentary procedure not covered by the bylaws.

ARTICLE XI

Subsidiary Status and Dissolution

In the event the Post Falls Historical Society Board of Directors determines by majority vote that there are benefits to cooperating with the City of Post Falls in forming an Historical Preservation Commission, the Post Falls Historical Society will maintain their 501©(3) non profit tax status and operate as a subsidiary of the Preservation Commission recognizing the benefits that can come to both groups in the form of grants, donations from private donors, memorial contributions and other forms of funding support of the Historical Society’s management of the Post Falls museum and any future projects. Upon the dissolution of the Post Falls Historical Society, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the organization, present the remaining assets to the organization voted on by three-fourths of the Board Directors and a simple majority proxy vote by society members in good standing.

APPENDIX 

Powers and Duties Of The Corporation 

Subject to the limitations set forth in the Articles of Incorporation and these bylaws, The Board of Directors shall have the maximum authority on behalf of the corporation as conferred by law.

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