LEAGUE CITY HISTORICAL SOCIETY, INC.
A Texas Non-Profit Corporation
Article One—Name and Offices
Section 1.01. Name. The name of the organization will be the League City Historical Society, Inc. (Society).
Section 1.02. Principal Office. The principal office of the Corporation in the State of Texas shall be located in the City of League City, County of Galveston, Texas.
Section 1.03. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
Section 2.01. Organizational Objectives. The Corporation is organized exclusively for educational, charitable, and literary purposes including the preservation of the history and culture of League City, Texas, and to improve the quality of life for residents of the League City area by supporting local educational, culture, arts, and historical preservation projects insofar as they relate to, promote, and complement the League City Historical Society, Inc. One purpose of the Corporation shall be to accumulate capital in reserve accounts from which the earnings shall support the League City Historical Society, Inc. The Corporation is established as a permanent organization in Texas seeking to enrich the local community through civic historical activities and projects. The Corporation may engage in any lawful activities that further its purpose.
Section 3.01. No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no director or officer of the Corporation shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall attempt to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaigning on behalf of any candidate for public office.
Notwithstanding any other provision of these Bylaws, the Corporation shall Conduct its business according to the rules for an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations.
Upon dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation not specified in writing otherwise by signed museum donation forms shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations.
Section 4.01. Responsibility. Members must be interested and willing to share in the work of the Society and its projects
Section 4.02. Individual Membership. Entitles one individual to all benefits and privileges associated with membership for one year upon payment of dues. Individual members shall have voice and vote at Society meetings and the ability to hold office per Article 5.02.
Section 4.03. Family Membership. Entitles two adults and any dependent children to all benefits and privileges associated with membership for one year upon payment of dues. Adults shall have voice and vote at Society meetings and the ability to hold office.
Section 4.04. Honorary Membership. This may be bestowed by the Board to an individual in recognition of their contributions to the League City Historical Society without any payment of dues. Members can recommend nominees for honorary membership to the Board who must then decide by a two-thirds majority to bestow such recognition. Honorary members shall have voice and vote at Society meetings and the ability to hold office.
Section 4.05. Organization Membership. Entitles any one organization to all benefits and privileges associated with membership for one year upon payment of dues. One representative from the organization shall have voice and vote at Society meetings and the ability to hold office.
Section 4.06. Life Membership. Entitles an individual to all benefits and privileges associated with membership for life upon payment of dues. Life members shall have voice and vote at Society meetings and the ability to hold office.
Section 4.07. Membership Dues. Dues shall be set by the Board and are due at the beginning of each fiscal year. New member dues received after September 1, will include the next year. Any changes in membership fees shall be announced at a regular monthly meeting at least three months before they go into effect.
Article Five—Board of Directors
Section 5.01. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.
Section 5.02. Number, Tenure, and Qualifications. The Board of Directors shall consist of the President, the Vice President, the Recording Secretary, the Corresponding Secretary, the Treasurer, and five additional directors elected to two year terms. The Curator of the West Bay Common School Children’s Museum and the Immediate Past President shall serve as ex-officio members of the Board. The Museum Curator shall act as a non-voting advisor to the Board. The officers will be elected to begin their first two year term in 2009, and the additional five directors will be elected to begin their next two year term in 2010. Those holding directors’ positions in 2008 will serve until the next election. The number of directors shall never number less than three. The Immediate Past President shall serve until a new Past President takes his/her place. To be eligible to hold a Board position, the nominee must have been an active member for the previous twelve months.
Section 5.03. Regular Meetings. The Board of Directors shall provide for by resolution the time and place for the holding of the regular meeting(s) of the Board. There shall never be less than one meeting of the Board of Directors every quarter.
Section 5.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or any two officers/directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meetings of the Board called by them.
Section 5.05. Meetings Utilizing Telephone Conferencing. Members of the Board of Directors or members of any committee designated by the Board may participate in and hold a meeting of that Board or committee, respectively, by means of conference telephone or similar communication equipment, provided that all persons participating in such a meeting shall constitute presence in person at such meeting.
Section 5.06. Notice. Notice of any special meeting of the Board shall be given at least five days previously thereto by written notice delivered or sent by mail or e-mail when acknowledged to each director and officer at his or her address as shown by the records of the Corporation. Oral notice may be given in the event that the e-mail or written notice is not acknowledged. Notice of emergency may be called by the president and two officers at any time.
Section 5.07. Quorum. Fifty percent of the Board of Directors and Officers, but never less than three, shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 5.08. Manner of Acting. The act of a majority of the directors and officers present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors and of the Corporation, unless the act of a greater number is required by law or these Bylaws. An e-mail vote may be taken in an emergency determined by at least three officers.
Section 5.09. Vacancies. Any vacancy occurring in any office or in the Board of Directors shall be filled by a majority of the Board present and voting. A director or officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 5.10. Compensation. Directors and officers shall not receive any stated salaries for their services, but nothing herein shall preclude any director or officer from serving the Corporation in any other capacity and receiving compensation therefore.
Section 5.11. Resignation. Any director or officer may resign by giving written notice to the President. The resignation shall be effective at the next meeting of the Board.
Section 5.12. Removal. Any director or officer may be removed with or without cause by a two-thirds majority of the remaining directors and officers.
Section 5.13. Indemnification. The Corporation may (and hereby does) indemnify directors, officers, employees, and agents of the Corporation to the fullest extent required or permitted by Article 2.2A of the Texas Non-Profit Corporation Act, subject to the restrictions, if any, contained in the Corporation’s Articles Of Incorporation. The Corporation shall have the power to purchase and maintain at its cost and expense Insurance on behalf of such directors to the fullest extent permitted by Article 2.2A of the Texas Non-Profit Corporation Act. Reasonable expenses may also be advanced when deemed appropriate by the Board.
Section 6.01. Regular. Regular meetings of the Society shall be set by the Board for each month except July and December, when the Society does not convene.
Section 6.02. Annual. There shall be a meeting of the members of the Society annually on the third Thursday of November when eligible officers/directors shall be elected according to Section 5.02. If the election shall not be held at such meeting, such election shall be held at a called special meeting as soon thereafter as possible. Each officer/director shall hold office until his or her successor shall have been duly elected.
Section 6.03. Quorum. A quorum of 10% is required for transaction of business.
Section 7.01. Officers. The officers of the Corporation shall be a President, Vice President, a Corresponding Secretary, a Recording Secretary, and a Treasurer.
Section 7.02. President. The President shall be the principal executive officer of the Corporation and shall, in general, supervise all of the business and affairs of the Corporation. He or she shall preside at all meetings of the Board. The President may sign, with the Recording Secretary or any other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed. In general he or she shall perform all duties as may be prescribed by the Board from time to time. He or she shall be a non-voting member of all committees except the Nominating Committee. He or she shall also be responsible for informing the Board of possible programs, meetings, and functions of the Corporation. The President is authorized to spend up to $500.00 for emergency non-budgeted items.
Section 7.03. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or Board.
Section 7.04. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws. He or she shall keep proper books of account and other books showing at all times the amount of funds and other property belonging to the Corporation, all of which books shall be open at all times to the inspection of the Board. He or she shall also submit a report of the accounts and financial condition of the Corporation at each annual meeting of the Board. In general he or she shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board.
Section 7.05. Recording Secretary. The Recording Secretary shall be responsible for all of the books and records of the Corporation. He or she shall keep the minutes of the meetings of the Board; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, and affix the seal of the Corporation to all documents. In general he or she shall perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned by the President or Board.
Section 7.06. Corresponding Secretary. The Corresponding Secretary shall be responsible for the preparation, dissemination, and receipt of correspondence with others regarding Society directed activities. He or she shall perform other duties as from time to time may be assigned by the President or Board.
Section 8.01. Appointment. The President shall appoint the chairman of all committees (except the Nominating Committee) established by the Board. Officers, directors, and other members of the Society may volunteer to serve on all committees. These committees shall perform delegated tasks and functions and make such reports as the President shall determine. The Board may remove any member of a committee at any time by a majority vote.
Section 8.02. Nominating Committee. The Nominating Committee shall consist of three or more members of the Society. These shall be elected no later than the September general meeting. They shall elect their own chairman. The committee members shall nominate candidates for officers and directors according to Section 5.02. Such nominations shall be presented no later than the general meeting in October at which time nominations may be made from the floor. Prior consent of each nominee shall be obtained. The election shall take place at the annual meeting in November. Those elected will take office on January 1.
Section 8.03. Term of Office. Each member of a committee shall continue as such until the purpose for the committee has been accomplished or until the next annual meeting of the members.
Section 8.04. Vacancies. Vacancies in the membership of any committee may be filled by the Board.
Section 8.05. Committee Dissolution. The Board may, in their sole discretion, dissolve any committee with or without cause.
Article Nine—Contracts, Checks, Deposits, and Gifts
Section 9.01. Contracts. The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 9.02. Checks and Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.
Section 9.03. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
Section 9.04. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation.
Article Ten—Books and Records
Section 10.01. Books and Records. The Corporation shall keep correct and complete books and records of account of the activities and transactions of the Corporation including a minute book which shall contain a copy of the Corporation’s application for tax-exempt status (IRS form 1023), copies of the organization’s IRS information and/or tax returns (for example, Form 990 and all schedules thereto), and a copy of the Articles of Incorporation, Bylaws, and Amendments. The Corporation shall also keep minutes of the proceedings of its Board and any committees having the authority of the Board. All books and records of the Corporation may be inspected by any Board member or his or her attorney for any proper purpose at any reasonable time. Representatives of the Internal Revenue Service may inspect these books and records as necessary to meet the requirement relating to federal tax Form 990. All financial records of the Corporation shall be available to the public for inspection and copying to the fullest extent required by law.
Article Eleven—Fiscal Year
Section 11.01. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and conclude on the last day of December of the same year.
Section 12.01. Seal. The Board may authorize a corporate seal.
Article Thirteen—Waiver of Notice
Section 13.01. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of, before or after the time therein, a waiver thereof in writing signed by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice.
Article Fourteen—Amendments to Bylaws
Section 14.01. Amendments to Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds majority of the Society members present at any regular meeting. At least fourteen days’ written notice must be given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting. Robert’s Rules of Order 10Th Edition (or its successor) is hereby adopted and shall govern all proceedings of all meetings, boards, and committees.
Article Fifteen—Amendments to Articles
Section 15.01. Amendments to Articles. The Articles of Incorporation of the Corporation may, to the extent allowed by law, be altered, amended, or restated and new Articles of Incorporation may be adopted by a two-thirds majority of the Board present at any regular meeting, if at least fourteen days’ written notice is given of an intention to alter, amend, or restate the Articles of Incorporation or to adopt new Articles of Incorporation at such meeting.