Palmer Historical Society By - Laws

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I. Purpose

The purpose for which this Corporation is formed and the powers it may exercise are set forth in the Articles of Incorporation.

II. Membership

Any individual or organization may become a member of the Corporation by paying the annual membership dues and agreeing to comply and be bound by the Articles of Incorporation and these By-Laws. Memberships shall be from date of purchase to one year later. Each member shall be limited to one vote. Categories of membership and associated fees are:
Regular Membership         $10.00
Contributing Membership    $25.00
Sustaining Membership     $100.00
Lifetime Membership       $500.00
        

III. Membership Meetings

A. General meetings for the membership shall be held monthly during the winter months.
B. The October general membership meeting shall be considered the Annual; Meeting, at which time the membership shall conduct such business as may be proper and elect the Board of Directors. Written notice of the Annual Meeting shall be given to the membership at least thirty (30) days in advance.
C. Special meetings of the membership shall be called by the President or Secretary at the request in writing of ten (10) members in good standing.
1. Such request shall state the purpose or purposes of the proposed meeting, and business transacted shall be confined to the object stated in the call.
2. Written notice of the special meeting stating time, place, and object thereof shall be mailed at least seven (7) days in advance to each member at such address as appears on the membership roster.
3. If a special meeting were to be called on the same date as a regular meeting, the regular meeting may commence upon adjournment of the special meeting. In such case, sufficient notice will be given by way of announcement at the previous regular meeting plus public notice through media channels.
D. A quorum shall consist of all members present. Proxy voting shall not be permitted. Each voting member shall have the right at every membership meeting to only one vote, which must be exercised in person.
E. Except for removal or election of the Board of Directors and ratification of changes in these By-Laws, the vote of the membership shall be a nonbinding advisory to the Board.

IV. Board of Directors

A. The Board shall consist of seven (7) members, all voting members of the Corporation, and all duly elected at the Annual Meeting or Special Meetings called for that purpose. The Board shall choose from itself the following officers: President, Vice-President, Secretary, and Treasurer.
B. Any Board Member may be removed for cause at a Special Membership meeting called for that purpose. Absence from three (3) consecutive Board meetings may, at the Board's discretion, be construed as a resignation by the member so absent. A new Board member shall be elected by the membership at either a special meeting called for that purpose or at the next regular meeting following the regular meeting when the vacancy is announced. Nominations for vacant Board positions may be made by the Board, by the petition of five (5) members, or by nomination from the floor at the meeting called for said election.
C. The Board of Directors shall govern the Corporation and may appoint such agents as they deem necessary to assist in this task.

V. Meetings of the Board of Directors

A. Regular meetings may be held at such time and place as shall be determined by the board.
B. Special meetings may be called on two (2) days' notice to each Board Member, and any business may be transacted at such meetings.
C. A quorum shall consist of (4) Board Members. Proxy votes are not allowed. The act of a quorum shall be an act of the entire Board of Directors, except as may be otherwise specifically provided by statute, the Articles of Incorporation, or the By-Laws.

VI. Officers and Duties

A. The President shall preside at all regular and special meetings of the membership and of the Board of Directors and shall see that all orders and resolutions of the Board are executed. The President shall appoint chairpersons for the various committees as necessary. In absence of the Treasurer, the President may disburse funds from the Corporation's checking account.
B. The Vice-President, in the order of seniority shall, in the absence or disability of the President, perform and execute the powers of the President, and shall perform such other duties as the Board shall prescribe. The Vice-President shall also keep a roll of all members of the Corporation, including their addresses and other pertinent information. Said membership roll shall be used only pursuant to activities of the Corporation.
C. The Secretary shall keep detailed and permanent minutes of all regular and special membership meetings and Board meetings, keep records of all correspondence, and furnish members with a copy of the By-Laws upon request.
D. The Treasurer shall oversee the financial condition and proceedings of the Corporation by way of monthly reports; shall deposit all monies and valuables in the name and to the credit of the Corporation in such depositories designated by the Board; shall disburse funds only at the direction of the Board; and shall submit all records for the annual audit. The Treasurer shall maintain two bank accounts -- a checking account limited to $500.00 maximum balance, and a savings account. Disbursements from the savings account shall require two signatures -- those of the Treasurer and one other officer.

VII. Conditions

A. The fiscal year of the Corporation shall be from July 1 through June 30.
B. The Board shall have an independent audit of the accounts of the Corporation presented at the Annual Meeting.
C. The Board shall present at each Annual Meeting a full and clear statement of the business and conditions of the Corporation.
D. The Board shall present at each Annual Meeting the current Operating and Capital Budget.

VIII. Amendments

As stated in the Articles of Incorporation, the power to alter, amend, or repeal these By-Laws, or to adopt a new code of By-Laws, is reserved to the Board. Any change of the By-Laws shall require the vote of five (5) Board members and shall not become effective for 30 days, during which time a Special Membership meeting shall be called. A majority of the members present at this Special Membership meeting may vote to override any of the changes.