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By Laws
Manatee County Historical Society, Inc.
Manatee County Historical Society, Inc.
Article I
Name and Location
Section 1. The name of the Society shall be Manatee County Historical Society, Inc.
Section 2. The location of the Society shall be the County of Manatee, State of Florida.
Article II
Section 1. The object of Society shall be to investigate and study the history of the County of Manatee and the State of Florida, to provide for the collection, preservation, or display of papers, books, records, relics and other things of historical interest; to acquire, hold, own, operate, and manage property real or personal, necessary or advisable for the purposes herein expressed and to provide for the marking and preservation of historical sites and buildings and in general to carry on all activities appropriate for an Historical Society. It shall be nonsectarian and non political.
Article III
Section 1. Membership in the Society shall be open to all individuals, regardless of race, creed, or national origin, interested in the history of Manatee County. The Society shall be composed of the following Memberships:
Section 2. Individual Annual Memberships are open to individuals whose membership dues are paid annually. Individual Annual Memberships shall have one vote and may hold office.
Section 3. Individual Sponsor Memberships are open to individuals whose membership dues are paid. Individual Sponsor Memberships shall each have one vote and may hold office.
Section 4. Group Sponsor Memberships are open to companies, corporations, clubs, and other groups whose membership dues are paid annually. Each Group Sponsor Member shall designate a representative who shall have one vote and may hold office.
Section 5. Perpetual Memberships are open to individuals, groups, or other entities. Each Perpetual Member shall have one vote and may hold office. Each group shall designate a representative who shall have one vote and may hold office.
Section 6. Honorary Memberships. Any individual, whether or not a member at the Society who has rendered outstanding service to the Society, may be elected an Honorary Member. Candidates for Honorary Membership shall be first proposed to and approved by the Board of Directors, then by a two-thirds ballot vote of the members present at any regular meeting of the Society. Honorary Members may not vote or hold office unless also an individual Annual, Sponsor, or Perpetual Member.
Section 7. Annual Membership period shall be from October 1 through the next ensuing September 30. Membership shall become effective only upon payment of dues in full to the Treasurer of the Society.
Article IV
Section 1. The officers of the Society shall e President, First Vice President, Second Vice President, Treasurer, Recording Secretary, Corresponding Secretary, Social Secretary, Chaplain, and four (4) Directors.
Section 2. The term of office for election to an office shall have be two (2) years of until a qualified successor is installed. Officers serve in a voluntary capacity for one two-year term with the exception of Recording Secretary and Treasurer, who may serve as long as elected and who may receive compensations for such services subject to approval by the Board of Directors.
Section 3. Any candidate for election to an office shall have been a member of the Society the year in which he in nominated. To be eligible to serve in the office which he is elected, he shall have paid dues for the year in which e serves.
Section 4. The President shall be the chief executive officer of the Society. He/She shall have general and active management of the business of the Society, subject to the supervision and direction of the Board of Directors and see that all orders and resolutions of the Board are carried into effect. The President shall preside at meetings of the Society and the Board of Directors.
Section 5. The First Vice President shall assume the duties of the President in his/her absence or incapacity and otherwise assist the President. The First Vice President Shall sever as Chairman of the Program Committee for the term in which elected.
Section 6. The Second Vice President shall assume the duties of the President in the absence or incapacity of the President and First Vice President, and be vice-chairman of the Program Committee and chairman of the Yearbook.
Section 7. The Treasurer shall have custody of all corporate funds and shall keep full and accurate accounts of receipts and disbursements and shall render account thereof whenever required by the Board of Directors or the President. All matters pertaining to the deposit and withdrawal of corporate funds not specifically ordered by the By-Laws shall be prescribed and ordered by the Board of Directors from time to time.
Section 8. The Secretary shall be responsible for the recording of the minutes of all meetings, shall deliver a copy of the records of the Society, and be a signatory on al Society financial accounts.
Section 9. The Corresponding Secretary shall be responsible for all Society correspondence.
Section 10. The Social Secretary shall be responsible for the arrangements for all regular and special meetings of the Membership and Board of Directors.
Section 11. An officer shall be responsible for invocations and flag salutes at all Regular meetings of the Society and shall send messages of condolences, get well messages, flowers or suitable memorial gift when appropriate.
Section 12. The Chaplain shall be responsible for invocations and flag salutes at all Regular meetings of the Society and shall send messages of condolences, get well messages, flowers or suitable memorial gift when appropriate.
Article V
Section 1. Regular meetings of the Membership of the Society shall be held on the third Wednesday of January, February, March, April, May, October and November of each year at 12 noon a places designated be the President, unless otherwise ordered by the Board of Directors.
Section 2. Special Meetings of the Membership of the Society may be called be the Board of Directors when and as occasion warrants such meetings.
Section 3. Twenty (20) members in good standing, present, shall constitute a quorum for the transaction of business at any Regular or Special Membership meeting of the Society.
Section 4. The Order of Business at Membership meetings of the Society shall normally be: 1. Call to Order. 2. Invocation and Flag Salute. 3. Introduction of Guests. 4. President’s Progress Report. 5. Introduction of Guest Speaker. 6. Membership comments, questions, and proposals for the good of the Society. 7. Election of Officers and Directors at the meeting in April of even-numbered year. 8. Adjournment. The Order of Business for a particular meeting may be modified or changed as is deemed necessary.
Article VI
Section 1. The Governing Board of the Society shall be known as the Board of Directors, which shall consist of the President, First Vice President, Second Vice President, Treasurer, Recording Secretary, Corresponding Secretary, Social Secretary, Chaplain, four Directors, Standing Committee Chairman and the immediate Past President.
Section 2. The term of office of an elected officer shall be two years, commencing at the close of the meeting at which they are installed and extending through installation two years hence, or until his/her successor qualifies and is elected. With the exception of the Secretary, Treasurer, Corresponding and Social Secretaries, who may serve as long as elected, no officer may serve any given position for more than one two-year term.
Section 3. Any candidate for election as a Director shall have been a member of the Society the year in which he/she is nominated. To be eligible the serve during the year to which he is elected he shall ay dues for that year.
Section 4. Vacancies on the Board of Directors shall be filled by recommendation of the President with the approval of the Board of Directors.
Section 5. All expenditures of money by the Society shall have prior approval by the Board of Directors. Single item expenditures in excess of $500.00, with the exception of historical markers and scholarships shall have approval of Membership of the Society at any Regular or Specal Meeting of the Membership.
Article VII
Section 1. Meetings of the Board of Directors shall be held on the second Wednesday of the month, at a time and place to be named by the President. There shall be no meeting in July or December.
Section 2. Special meeting of the Board of Directors may be called at anytime by the President, or shall be called upon written request, signed by a majority of the Board of Directors. Notice of such special meetings shall be given either personally, by letter, telephone, fax or e-mail at least five (5) days prior to such meetings.
Section 3. Seven (7) members of the Board of Directors, preset in person, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Article VIII
Section 1. Standing Committees shall be: Membership, Scholarship, Yearbook Publication, Historical Marker, Archives, Oral History, and such others as the President may deem necessary for the proper conduct of the affairs of the Society. Members of the committees shall be appointed be the President with the approval of the Board of Directors. The President shall designate the Chairman of each committee.
Article IX
Section 1. Nominating Committee. At the February meeting of the Society in Election Year, the President shall appoint the Chairman of the committee, who shall be a member of the Board of Directors. The Board of Directors shall then elect be a Member of the Board of Directors. The Board of Directors Shall then elect two additional members of the committee from the Membership of the Society.
Section 2. Report of the Nominating Committee: This shall be made at the March meeting of the Society in election year, with elections in April of th even year. Nominations shall be presented to the Society for: President, First Vice President, Second Vice President, Treasurer, Recording Secretary, Corresponding Secretary, Social Secretary, Chaplain, and four (4) Directors.
Section 3. Election of Officers and Directors: Upon receipt of the report of the Nominating Committee at the March meeting, the President shall ask if other nominations are desired from the floor. If they are not desired, the President may ask for a motion that the Report of the Nominating Committee be accepted and the Officers and Directors nominated by the report be declared elected. Upon passage of such a motion, the President shall declare those elected. Upon passage of such a motion, the President shall declare those Officers and Directors named by the report to have been duly elected. If, however, nominations from the floor are desired, then the Society shall proceed to the separate election, by ballot, of President, First Vice President, Second Vice President, Treasurer, Recording Secretary, Corresponding Secretary, Social Secretary, Chaplain, and four (4) Directors. The Chairman of the Nominating Committee shall place in nomination that candidate’s name for each office by the Nominating Committee report.
Article X
Parliamentary Authority
Section 1. In the event of conflict between the By-Laws and Articles of Incorporation; it is the intent of the Society that the provisions of the By-Laws shall prevail.
Section 2. The rules contained in the most recent revision of Robers’s Rules of Order “shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.”
Article XI
Section 1. Proposed amendments to, or revisions of the By-Laws, shall be referred to Board of Directors. If approved by them, they shall be presented to the Membership of the Society in March of any given year. Such amendments or revisions shall become effective at the close of the meeting at which they are adopted.
Article XII
Section 1. In the event that this Society elects to dissolve, and by due process of law shall dissolve, all assets of whatever nature, or their equivalent in value which remain after just debts and liabilities of this organization have been satisfied, shall be used for such educational or public benefit which have already been begun by the Society, and any remaining assets shall be distributed for purposes within the scope of IRS Statute 501 c 3 or any amendments thereto. No part of the net income of earnings or of the Society shall inure to the benefit of any individual member, of be distributed to its Members or Officers.