Des Moines Historical Society

Bylaws - Final of 8/22/09

Final DMHS Bylaws

BYLAWS
OF THE DES MOINES HISTORICAL SOCIETY
OF DES MOINES, IOWA

ARTICLE I
Name
The name of this Society shall be Des Moines Historical Society of Des Moines, Iowa, herein and also known as “DMHS.”
ARTICLE II
Purpose
The purpose of the DMHS is to promote the preservation and study of the history and heritage of Des Moines, Iowa.
ARTICLE III
Memberships
Section 1. ELIGIBILITY. Members must subscribe to the purpose of DMHS. Issues relating to eligibility for membership shall be resolved by the Board.
Section 2. QUALIFICATIONS. Members may be any person, for-profit business, not-for-profit organization or governmental agency. An organization is entitled to one adult voting representative and one membership. Household memberships are regarded as two individual voting memberships for persons who reside at the same street address. All businesses and organizations must be able to provide legal documentation of their official status in the form of a sales tax permit, sales tax exemption certificate, federal identification number or other similar documentation.
Section 3. ACCEPTANCE. Any individual or entity eligible for membership may become a member upon completing an application, and paying the annual dues.
Section 4. RIGHTS. Each membership is entitled to one vote upon each matter, providing the membership dues are not in arrears. A person may cast a vote for their own individual membership, and one other organizational membership they may represent.
ARTICLE IV
Officers
Section 1. OFFICERS AND TERMS. The officers of the Society shall be President, Vice-President, Secretary, Treasurer and five Directors. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Society. All officer and director terms shall be one year or until their successors are elected.
Section 2. PRESIDENT. The President shall chair and direct the order of business at all meetings of the general membership and Board of Directors and present an Annual Report at the annual business meeting. The President may appoint the chair of any committee except the Audit and Nominating committees. The President is responsible for the oversight of committee work and shall be a non-voting ex officio member of all committees except the Audit and Nominating Committees. A Parliamentarian shall be chosen by the President to advise the DMHS where the accepted parliamentary authority is applicable. Only the President may represent or choose who will represent the DMHS on any issue before the public. The President may sign checks in payment of any financial obligation of the DMHS if the Treasurer cannot.
Section 3. VICE-PRESIDENT. The Vice-President shall serve as President for any time the President is unable or unwilling to serve. The Vice-President shall also oversee the marking, cataloging and retention of any purchased or donated historical artifacts and perform other duties as assigned by the President or Board of Directors, including being familiar with the bylaws.
Section 4. SECRETARY. The Secretary shall prepare and keep minutes of all Board and general membership meetings and make copies available as specified herein. The Secretary shall compile and maintain all records other than financial; and shall provide meeting notices to publicity sources.
Section 5. TREASURER. The Treasurer shall keep sufficient and properly itemized and balanced reports of all monies received and spent on behalf of DMHS. The Treasurer shall pay all obligations authorized by the Board of Directors and in a timely manner deposit all monies received. An oral Financial Report shall be made at each general membership meeting and a written annual financial summary and budget at the Annual Meeting. The Treasurer shall submit a written, itemized financial accounting report at each Board of Directors meeting. The Treasurer may sign checks in payment of any financial obligation of the DMHS.
Section 6. DIRECTORS. The Directors participate in the management of the DMHS as members of the Executive Board and act in special capacities as the President sees fit.
Section 7. LIMITS. No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office. All officers shall be members in good standing in the DMHS, that are age 18 or over.
Section 8. SURRENDER OF RECORDS. Upon leaving office, each Officer shall turn over all records of the office held to the successor as quickly as it can be accomplished.
Section 9. INSTALLATION. Officers and Directors shall take office at the close of the meeting in which an election is held. The installation of Officers and Directors shall be the last agenda item at any meeting in which an election is held.
ARTICLE V
Meetings
Section 1. ANNUAL MEETING. The annual meeting of the members to elect officers and transact such other business as may be necessary shall be held during the month of January each year, with the exact date, time and place to be established by the Board of Directors.
Section 2. REGULAR MEETINGS. Regular meetings of the members shall be held at least quarterly. The Annual Meeting takes the place of one regular meeting. Special membership meetings may also be called by the Executive Board of Directors.
Section 3. MEETING NOTICES. A notice of each membership meeting shall be provided to all members at least seven (7) days before the meeting by the best method. The purpose of Special Meetings shall be stated in the call, but only three (3) days notice is required in the case of an emergency.
Section 4. MINUTES. Copies of the minutes of the last general membership meeting shall be made available electronically, or upon request, a printed copy will be available before the next regular meeting. The minutes of all Board meetings since the last quarterly membership meeting shall be available for review at the next general membership meeting if requested in advance.
Section 5. QUORUM. Any amount of members in attendance at any membership meeting shall constitute a quorum.
Section 6. VOTING. All issues requiring a vote of the membership shall be decided by a majority of those members present and voting unless specified otherwise elsewhere. There shall be no absentee voting by mail or by proxy.
Section 7. OPEN MEETINGS. Meetings are open to all persons subscribing to the purpose of DMHS. The making of motions and debate is limited to members, but the chair may recognize a non-member to speak during open discussion.
ARTICLE VI
The Executive Board of Directors
Section 1. POWERS. The Executive Board of Directors shall exercise all powers given it by the general membership and shall be responsible for the business of DMHS. It shall be comprised of the officers of the Society, including the Directors. The Executive Board shall be subject to the orders of the Society, and none of its acts shall conflict with actions taken by the Society.
Section 2. COMPOSITION. The Executive Board of Directors shall consist of nine (9) persons, including the four (4) officers elected by the members, and five (5) Board Members also elected by the members.
Section 3. OFFICERS. The officers of the Executive Board of Directors shall be the same four officers elected by the general membership for the Society.
Section 4. QUORUM. A majority of the Executive Board of Directors shall constitute a quorum. A majority of Directors present and voting shall be required for approval of any actions.
Section 5. MEETINGS. The Executive Board of Directors shall meet at least quarterly. The meetings shall be open to all persons subscribing to the purpose of DMHS except for any portion of the meeting that would be considered private and confidential to an individual or would compromise the business interest of the DMHS. The need for such private meetings must be documented in the minutes. Special board meetings may be called by the President or by written request of at least four (4) Directors. The purpose of any special meeting shall be stated in the announcement and the general membership informed by the best method before the meeting.
Section 6. RESPONSIBILITIES. Members of the Executive Board of Directors are expected to attend meetings, be worthy of their office, and remain current with the payment of dues. Officers or Directors missing two consecutive regular membership meetings without excuse, or who for other cause are deficient in their duties or detrimental to the work of DMHS may be replaced at the next regular membership meeting, if the Executive Board or membership votes to bring the matter before the membership. Any Director elected to fill a vacancy shall serve only the remaining term of the position filled without being regularly elected to the position.
 
ARTICLE VII
Committees
Section 1. ESTABLISHMENT. Committees may be established by the Executive Board of Directors or by vote of the general membership. All committees, except Audit and Nominating, shall have as a member one Director appointed by the President.
Section 2. AUDIT. An Audit Committee of three (3) members shall be appointed by the Executive Board of Directors to audit the Treasurer’s books and present a report at each annual meeting.
Section 3. NOMINATING. If a Nominating Committee is appointed by the Board of Directors, no more than one-half of the committee members may be current Directors, and the President may not serve on the committee. The Society may elect a Nominating Committee at the meeting just prior to the annual meeting if the Board of Directors has not created the committee.
ARTICLE VIII
Elections
Section 1. ANNUAL. Regular elections shall take place at the annual membership meeting in January. Only members whose dues are currently paid may vote.
Section 2. VACANCIES. Elections to fill vacancies occurring between annual meetings may occur at any general membership meeting. The Executive Board may choose to fill officer vacancies other than the President.
Section 3. NOMINATIONS. Nominations shall be allowed from the floor in addition to those submitted by a Nominating Committee.
PROVISO
Initial Terms of Office Holders
Those persons initially elected as officers and directors of the DMHS may serve until re-elected or replaced during the annual meeting elections of January, 2011.
ARTICLE IX
Finances
Section 1. DUES. Annual membership dues shall be established by the Executive Board of Directors and become due and payable January 1 of each calendar year. Members may not vote if their dues are not paid at the time of a meeting at which they wish to vote. Dues shall be nonrefundable.
Section 2. FISCAL YEAR. The fiscal year shall be from January 1 to December 31.
Section 3. BUDGET. A budget shall be prepared by the Executive Board of Directors and will be presented by the Treasurer at the annual meeting prior to implementation. The Board may establish a Financial Committee to help prepare and monitor the budget.
Section 4. PAYMENT LIMITS. The Treasurer may act alone to pay expense items of less than $100, or an approved budgeted or Executive Board approved item. . Checks written for more than $500 must be signed by two Executive Board members.
Section 5. GRANTS AND AGREEMENTS. The Executive Board of Directors shall authorize all applications for grants, and agreements with other organizations and corporations for funding or services.
Section 6. COMPENSATION AND FINANCIAL RESPONSIBILITY. All Officers, Directors, committee members, and other volunteers shall serve without compensation, although they will be reimbursed for the necessary expenses of their duties if approved by the Executive Board. The Officers, Directors, committee members, and other volunteers shall have no financial responsibility for the DMHS, unless they personally commit or cause a liability without Executive Board approval.
PROVISO
Charter Membership Dues and Dues Paid Prior to January, 2010 Annual Meeting
The initial annual dues of the DMHS Charter Members and those other members paying their dues before the annual meeting in January of 2010 shall include the period through December of 2010. The amounts shall be:
Individual (one vote) $ 10.00
Household (two votes) $ 15.00
Not-for-Profit Organizations $ 25.00
Governments $ 50.00
Small Business (49 or fewer employees) $ 25.00
Medium Business (50 to 99 employees) $ 50.00
Large Business (more than 100 employees) $ 100.00
Charter members paying their dues according to this Proviso shall be considered as current members until January of 2011 when they must pay the dues then applicable. The roll of Charter Members who agree to abide by these bylaws and promptly pay the dues as specified by this Proviso shall be filed with these original bylaws. The Roll of Charter Members shall be open through the January, 2010 Annual Meeting for those who attend a meeting, sign the roll and pay their first year membership dues, or pay their first year membership dues and send a personally signed letter indicating their desire to become a member of the DMHS.
ARTICLE X
Bylaws
Section 1. VOTE REQUIRED. Amendments to these bylaws shall require a three-fifths (3/5) majority vote of those members present and voting at any membership meeting.
Section 2. NOTICE. Proposed amendments to these bylaws shall be made available to the membership thirty (30) days prior to the meeting at which the proposed amendment is to be considered.
Section 3. BYLAW REVIEW. The Bylaws shall be reviewed at least every five years, and maintained by the Vice President.
ARTICLE XI
Collections
Section 1. CATALOG. Historical artifacts acquired by the DMHS shall be acknowledged, marked and cataloged, under the supervision of the Vice-President. The Vice-President may reject items for which space cannot be found to adequately maintain the item, or which for other reasons cannot be accepted.
Section 2. SECURITY. Items not kept in DMHS controlled facilities should be documented as DMHS property with a signed acknowledgement of the DMHS ownership rights by the bailee.
Section 3. COLLECTION MANAGEMENT POLICY. The Executive Board shall approve a Collections Management Policy that will supersede Sections 1 and 2.
ARTICLE XII
Miscellaneous
Section 1. POLITICAL ENDORSEMENT. The DMHS shall not endorse any candidate for public office.
Section 2. PARLIAMENTARY AUTHORITY. The DMHS shall use Robert’s Rules of Order, the most recently revised edition, as the parliamentary authority where it is not inconsistent with these bylaws or any special rules of order the DMHS shall adopt, or any law or policy of a regulatory governmental agency.
Section 3. COMMUNITY. The DMHS shall welcome cooperating with other historical or community organizations as they support functions relating to the purpose of the DMHS.
ARTICLE XIII
Dissolution
Upon a three-fifths (3/5) vote of the general membership to dissolve this organization, any remaining assets of the DMHS shall be donated to a not-for-profit organization within Des Moines, Iowa for a purpose consistent with the purpose of the DMHS, as specified in the resolution of dissolution.

Approved this 22nd day of August, 2009.

__________________________________________
Signature – President Date

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Signature – Secretary Date


ATTACHMENT – Charter Member Signature Roll