DICKINSON HISTORICAL SOCIETY
ARTICLE I – Name
The name of the Corporation shall be The Dickinson Historical Society, Ind., hereafter known as “the Corporation”.
ARTICLE II – Purpose
The Corporation’s purposes are (1) promote the Historic Railroad Center and other historical projects; (2) to collect and exhibit historically important artifacts and materials; (3) to educate the community about the history of the Dickinson area through a variety of programs; (delete)(4) to provide and maintain a visitor and community center. (Add) (4) to preserve and honor the heritage of the Dickinson area, recognizing that by sharing and celebrating our diverse roots and history, we enrich the lives of our citizens and help shape the future of our community.
The purpose specified herein shall be construed both as purposes and powers and shall in no way be limited to, or be restricted by reference to our inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms, or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of a like nature not expressed.
ARTICLE III – Management
Section 1 – Management of the Corporation shall be vested in a Board of Directors hereafter called the Board.
Section 2 – The Board shall receive and act upon all Committee reports, those of its Officers and the Museum Director. It shall determine the policies of the administration and operation of the Museum provided for in agreement with the City of Dickinson; it shall assume full responsibility for ethical standards.
Section 3 – No funds of the Corporation shall be invested or expended without the authority of the Board or the Executive Committee.
Section 4 – The Board shall designate the Corporation’s fiscal year. The Corporation will have an annual (add) in-house audit at the end of the fiscal year (Add)” and an outside audit every 5 years from the year 2020”.
Section 5 – The Board may solicit funding to support its operations. Such support may be in the form of grants, gifts, endowments, and memberships. The Board may from time to time, determine general membership categories and set dues requirements for each of these categories.
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Section 6 – The Board of Directors may utilize the services of an Executive Director, either paid or unpaid, to manage the Corporation’s day-to-day affairs.
Section 7 – The Board will evaluate the performance of the Executive Director annually.
ARTICLE IV – Board of Directors
Section 1 – The Board of Directors shall consist of not less than fifteen (15) members.
Section 2 – The City of Dickinson may appoint a representative to sit on the Board of Directors in an ex-officio capacity with no voting rights. She/he shall serve as the City of Dickinson’s Liaison with the Corporation.
Section 3 – The Board may be increased in size, provided that increases be made in increments of two (2).
Section 4 – Any member of the Board who misses excessive regular meetings without just cause shall be deemed to have resigned from the Board and shall cease to be a member thereof, subject to reinstatement by a majority vote of the Board. Notification by the President of the Board’s intent to vacate a position shall be conveyed to the absent Director by certified mail or by email. The President must receive a member’s request for reinstatement within ten (10) days after receipt of said notification.
ARTICLE V – Officers
Section 1 – The Officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer, each of whom shall be elected for a term of one (1) year or until his/her successor is duly qualified.
Section 2 – No Officer shall be eligible for re-election (delete the word “election”) after serving two (2) full terms in office until at least one (1) year shall have expired after his/her last term of office. However with approval of a majority of the Board, an officer may serve more than two (2)full terms.
Section 3 – The duties of the Officers shall be as follows:
- President: The President shall preside at all meetings of the Board and its Executive Committee, shall appoint all Committees, and shall be an ex-officio member of each Committee. The President shall exercise general supervision over the affairs of the Corporation as outlined in Rogers Rules of Order, Newly Revised, Latest Edition.
- Vice-President: The Vice-President shall perform duties as delegated by the President and shall assume the responsibilities and perform the duties of the President in the event of the absence, death, disability, or resignation of the President.
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- Secretary: The Secretary shall perform the duties of Secretary as outlined in Roberts Rules of Order, Newly Revised, Latest Edition, and shall act as Secretary to the Board of Directors.
- Treasurer: The Treasurer will be responsible for: reviewing the financial documents of the organization; giving regular reports to the Board relating to the financial health of the organization; insuring that the Board’s financial policies are being followed; chairing the Finance Committee; assisting in budget preparation; overseeing preparation and distribution of (Add): “annual in-house financial”) audits or by an accountant or financial professional, (Add): “every 5 years after the year 2020”).
Section 4 – The vacancy of any office due to any cause whatsoever shall be filled for the remainder of its current term by the Board of Directors at a duly convened meeting.
ARTICLE VI – Nominations, Elections
Section 1 – The terms of one third (1/3) of the Members of the Board shall expire at each Annual Meeting. A Member’s regular term shall be three (3) years or until his/her successor is duly qualified.
Section 2 – A Nominating Committee shall be appointed by the President at the September Board Meeting to prepare a slate of proposed Directors and Officers for presentation at the October Meeting; At the October Meeting, the slate of proposed Directors shall be presented and additional nominations may be made from the floor by Members of the Society in good standing. The Directors and the Officers shall be elected or re-elected by a majority vote of the Directors present at the October Board Meeting. Directors and Officers elected shall assume their responsibilities at the close of the October Board Meeting.
Section 3 – Upon recommendation of the Dickinson Historical Society President, the Board of Directors may grant retiring, long-standing Board Members Emeritus Status on the Board of Directors. These Members shall be considered ex-officio Board Members, but shall have full voting rights and can be included for purposes of establishing a quorum.
ARTICLE VII – Meetings
Section 1 – The Board shall meet on the first Monday of every month, unless such Monday falls on a holiday, in which case the meeting shall be held on the Monday following.
Section 2 – Notice of all Board meetings shall be mailed or sent by e-mail to all Members of the Board at least five (5) days prior to the day set for such meetings. The Secretary shall send or attend to the sending of all notices.
Section 3 – Special meetings shall be called by the President, or by the Secretary upon written request of seven (7) members of the Board. Notice of the Special Meeting shall be mailed or sent by e-mail to all Members of the Board at least two (2) days prior to the date of the Special Meeting.
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Section 4 – Meetings shall be conducted according to the Roberts Rules of Order, Newly Revised, Latest Edition, but it shall be necessary in any event for a quorum to be present for the Board or any of its Committees to act. A quorum for any such meeting shall be a majority of those Members of the Board entitled to notice of such meeting (Add: present).
ARTICLE VIII – Committees
Section 1 – The Board shall have an Executive Committee which shall act for the Board in carrying out its policies between meetings thereof. The Executive Committee shall be composed of the elected Officers and the Executive Director as well as any other Members whose input is deemed necessary. The Executive Committee shall have the power to make new policy decisions, and if such is required, may call a Special Meeting of the Board as prescribed in Article VII, Section 3. The Executive Committee shall meet upon call of the President or another Officer.
Section 2 – The Board may create a standing Finance Committee which will be chaired by the Board Treasurer. The Finance Committee shall consist of two (2) Members of the Board, in addition to the Treasurer and others deemed qualified by the President. The members will serve for one (1) year, but may be reappointed for successive terms.
Section 3 – The President may, with Board approval, create and appoint Members to ad hoc committees as necessary for the transaction of the business of the Corporation. Ad hoc committees will stand until their task(s) are completed.
Section 4 – The Committees shall report their recommendations to the Board when required.
ARTICLE IX – Dissolution
If the Corporation should cease to exist, the artifacts owned by it shall revert to the City of Dickinson to be given to a suitable repository engaged in activities substantially similar to those of the Corporation.
ARTICLE X – Amendments
Any of these By Laws may be altered, amended, or repealed and new By Laws may be adopted at any meeting of the Board of Directors provided that (1) such desired action has been initiated by motion to consider an amendment or repeal of the By Laws and seconded in accordance with established rules of order at a previous meeting of the Board, and; (2) that said motion has been distributed to all Directors at least ten (10) days prior to the meeting during which the action is to be taken. The By Laws may only be amended or repealed by a majority vote of the (delete the word “entire”) Board (Add the word “present”).
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ARTICLE XI – Non-Liability of Directors
The Directors of the Corporation, (Add “and all contract part time employees”) all of whom are (Add “considered as”) volunteers, are immune from civil liability for any act or omission resulting in death, damage, or injury if such volunteer acts in the course and scope of his/her duties or functions as an Officer of the Corporation. Such immunity is consistent with and shall be construed according to the Charitable Immunity and Liability Act of 1987, Section 84-001-84-001, Texas Civil Practice and Remedies Code
By Laws of
Dickinson Historical Society
Revisions Approved August 6, 2001
Additions Approved June 24, 2003
Revisions Approved August 11, 2008
Revisions Approved October 3 2016.
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