BY-LAWS OF THE LABELLE HERITAGE MUSEUM, INC.

ARTICLE I: ORGANIZATION

NAME:  LaBelle Heritage Museum, Inc., a Florida Not-For Profit Corporation.SEAL:  The LaBelle Heritage Museum, Inc. (LHM) shall have a seal in the following form:

TAX STATUS:Not-For-Profit Florida incorporation as of October 7, 1991501-c-3 Federal Tax Exempt Status as of December 21, 1991 Fiscal year [is] January 1 through December 31.

MEMBERSHIP is open to all approved persons as provided herein (ref. Art. V).SUPPORTING MEMBERSHIP:  members of LHM, by virtue of their membership, are also members of "Friends of the Museum" which is a supporting organization whose sole purpose is to promote and execute the aims of LHM.DUES shall be collected annually from each member except as provided herein (ref. Art. V).NOTICE may be given by US Mail, package or hand delivery, telephonically, by facsimile or electronically

ARTICLE II: PURPOSES

The purposes for which LHM has been formed are:  To gather and disseminate the history of the county's pioneer familiesTo preserve historical sites, buildings and artifactsTo promote historical research by the protection and safe keeping of all materials relating to the significant development of the areaTo present programs which make history "come alive" with special emphasis to our younger generation

ARTICLE III: BOARD OF DIRECTORS (BOARD)

MANAGEMENT: a seven member Board shall manage the business of LHM consisting of the four duly elected officers of the corporation plus three additional duly elected members.  The Board shall only act in the name of LHM when it shall be regularly or specially convened.  The Board may adopt any measure for the well being of LHM, provided no debt or liability, except for current expenses, is incurred unless approved by the membership at a regular or special meeting.

The Board has the authority to hire, terminate, and fix the conditions of employment for all employees whom the Board determines are necessary for the operation of LHM.

No Board member shall receive compensation for holding his/her office. As approved by the Board, a member may receive compensation from LHM for work other than as a Board member and may receive reimbursement from LHM for substantiated expenses.

MEETINGS OF THE BOARD  Shall include ANNUAL MEETINGS, REGULAR MEETINGS and SPECIAL MEETINGS (ref. Art. VI for times, dates, and notice requirements):  Four members of the Board shall constitute a quorum.  Each Director shall have one vote, and such voting may not be done by Proxy.

The Board may make such rules and regulations for its meetings as it may determine are necessary.

The Board shall meet monthly at the Museum on the last Thursday of the month, unless changed by the Board at their first meeting after the Annual Meeting.

The President, acting as Chairman of the Board, shall preside at all meetings of the Board.

SPECIAL MEETING:  An assembling of the Board to vote on the necessity of calling a special meeting shall be initiated in one of the following three (3) ways:By the President of the Board,By a consensus of the three (3) remaining officer/directors, orBy a consensus of the three (3) member/directors.

Notice must be given to all Board members at least twenty-four (24) hours prior to assembling for a vote on the calling of a special meeting.  This notice shall be the responsibility of the Board member desiring the special meeting.  That person may delegate this duty with preference given to a Board member with the longest period of service on the Board or to the oldest in age Board member.

Necessity to call a Special Meeting may include, but not be limited to, the calling of a Special Meeting of the Board so as to TIMELY convene to take necessary Board action, and/or to call a Special Meeting of the Membership.  A majority vote of the Board is required to call either a Special Meeting of the Board or a Special Meeting of the Membership (ref. Art. VI).

All meetings of the Board are open to members and invited guests.

REMOVAL AND VACANCIES:  Any member of the Board whose dues are more than thirty days in arrears shall be referred by the Secretary to the Board for consideration for removal from the Board at their next meeting.

Vacancies on the Board shall be filled by a vote of the majority of the remaining members of the Board until the next Annual Meeting, when a director shall be elected by the membership for the balance of the unexpired term.

A director may be removed when sufficient cause exists for such removal.  The Board may entertain charges against any director.  A director may be represented by counsel at any removal hearing.  The Board shall adopt such rules as it may in its discretion consider necessary for the best interests of LHM, for this hearing.

 

 

 

 

ARTICLE IV: OFFICERS AND DUTIES

The officers of LHM are - listed in order of succession to the Presidency:PresidentVice-President SecretaryTreasurer

Any person may become President despite the above order of succession, if there is no officer of closer succession in line above that person

The President shall: Preside at all membership meetings, and, by virtue of this office, be Chairman of the Board of Directors

Present at each annual meeting an annual report of the work of LHM;

Appoint all committees, regular or special, as recommended by the Board.

Ensure all books, reports and certificates as required by law are properly kept or filed

Be one of the officers who may sign the checks or drafts of LHM

Have such powers as may be reasonably construed as belonging to the chief executive of any organization

Be a member ex-officio of all committees EXCEPT the Nominating Committee

Appoint the chairperson of all Committees.

The Vice-President shall: In the event of the absence, resignation, or inability of the President to exercise his office, become acting President of LHM with all the rights, privileges and powers as if he had been the duly elected President until the President is able to resume his/her duties or until the next Annual Meeting, when a new President and Vice-President shall be elected.

Be one of the officers who may sign the checks or drafts of LHM.

The Secretary shall: Keep the minutes and records of LHM in appropriate booksFile any certificates required by any statute, federal or state; give, serve, and/or send all notices to members of LHM

Be the official custodian of the records and seal of LHM

Be one of the officers who may sign the checks and drafts of LHM

Present, first to the Board, and then to the membership, any communication addressed to the Secretary of LHM

Attend to all correspondence of LHM and exercise all duties incident to the office of SecretaryMaintain an updated list of members concurrent with the list of dues-paid and honorary members as recorded by the Treasurer

Be Secretary of the Board

The Treasurer shall: Exercise all duties incident to the office of Treasurer and render to the Board and to the membership at each regular meeting and, as requested by the President at any special meeting, a written account of the finances of LHM, which report shall be physically affixed to the minutes of such meeting

Must be one of the officers to sign all checks or drafts of LHM

As authorized by the Board, maintain a checking account with a minimum balance for day-to-day operations of LHM, a savings account for temporary or special funds, and/or funds in certificates of deposit or investment accounts.  All such funds or accounts must be in protected and federally insured (FDIC) accounts.

The Treasurer shall have the same duties and obligations to "Special Fund" moneys set aside, as he does to all other moneys, accounts or funds. Additionally, all funds, moneys or accounts set up shall be done so in a manner that maintains, at all times, the tax-free status of LHM.  Management of funds for the organization shall be structured to yield the greatest return on investment. No special fund may be set aside that shall make it unnecessary for the treasurer to sign the checks issued upon it

An audit of LHM funds and records shall be done at the end of each fiscal year and reported to the membership at the Annual Meeting.  As determined by the Board, the audit may be conducted by a committee of the membership who are not members of the Board, by a public accounting or firm of Certified Public Accountants (CPA)

If requested by the Board, the Treasurer shall be bonded to an extent to be determined, with cost of such bond to be paid by LHM.  Should the Treasurer be refused a bond or decline to get the required bond, the Treasurer will immediately submit his/her resignation.  The board will convene at the earliest possible date to determine a replacement.

All bank accounts shall require the signature of the Treasurer and at least one other elected officer as determined by the Board, for all withdrawals.

Transfers of funds between LHM accounts may be accomplished by the Treasurer or, in the absence or indisposition of the Treasurer, by the President.  All such transfers shall be specially noted to the Board at their next meeting.  The disposition of funds in investment accounts shall be determined by the Board.

ARTICLE V: MEMBERSHIP

Any person may become a member of LHM by submission of an application on the form recognized by the Board, payment of annual dues, and approval by the Board as attested by the Secretary.

TYPES OF MEMBERSHIP: shall be: Junior (persons under 18 years of age), Individual, Family, Sponsor, Patron and Corporate, Life, and Honorary.  The Board shall have the authority to provide for additional types of memberships at its discretion. All types of membership are dues paying except Honorary.  Family, Sponsor, Patron, and Life memberships may be in as many as two names with both such persons as shown on the membership application entitled equally to all rights and privileges as an Individual member.

LIFE AND HONORARY MEMBERS may be proposed at any meeting of the Board. If unanimously approved by the Board, the nominee shall be approved by a majority vote of members present and voting at the next regular meeting. Life members may have some or all future dues payment waived without restriction of other membership privileges.

DUES: shall be set by the Board at their October meeting, to become effective on January 1 of the year following.  Dues are payable on January 1 of each year.

EXPULSION: The Board may, upon unanimous vote, request the resignation of any member not a member of the Board who is antagonistic to the welfare and paramount interests of LHM, or is a detriment to the reputation of the organization, provided the member has been sent a notice at least two weeks in advance of such a vote and has been given the opportunity of appearing before the Board.

ARTICLE VI: MEMBERSHIP MEETINGS

ANNUAL MEMBERSHIP MEETING:  Shall be held on the first Thursday of April each and every year, except if such day is a legal holiday.  The Board then shall fix the day which shall not be more than two weeks from the date required by these by-laws.  The Secretary shall send to every member, at the address on the membership rolls of LHM, a notice advising the time and place of such Annual Meeting

REGULAR membership meetings shall be held on the first Thursday of each month.SPECIAL membership meetings may be called by a majority vote of the Board (ref.Art.III)  Notification to members must be sent at least one week prior to said meeting.

ORDER OF BUSINESS for all Membership Meetings:Call to OrderPledge of Allegiance to the FlagReading of the Minutes of the preceding meetingReports of CommitteesReports of OfficersOld BusinessNew BusinessWelfareAdjourn

Robert's Rules of Order shall govern the proceedings of LHM except as otherwise specified in these By-Laws.

All membership meetings are open to the public.

ARTICLE VII: VOTING AND ELECTION

VOTING:  At all membership meetings voting shall be by an open vote, i.e., by voice, or if requested by the presiding officer, a show of hands, except for the election of officers and members of the Board, which shall be by secret ballot; however, if requested by motion made, seconded and passed by a majority of the members present and voting, any question to be ordinarily voted upon by an open vote may be held by secret ballot, or ordinarily to be voted upon by secret ballot may be held by an open vote.  Absentee ballots are not acceptable in tabulation of any vote.  In the event of a tie vote for election of a director, a run-off election will be held until one person has a majority of votes.

NOMINATION:  The Board will select a Nominating Committee of three members not members of the Board, who shall prepare a slate of candidates for election as officers and members of the Board to be held at the next Annual Meeting and report their work to the Board at the Board's regular meeting preceding the Annual Meeting.  The Nominating committee will prepare all secret ballots; ballots for members of the Board will include any candidate nominated from the floor and allow space for a write-in candidate.

QUALIFICATIONS:  Any consenting member of LHM at least eighteen years of age, in reasonable health may be a member of the Board.

ELECTION:  The election of all Board members is held during the Annual Meeting or at a meeting specially convened for that purpose.  All officers of LHM are elected for a one-year term and may be re-elected to the same office. Directors are elected for a three-year term, except those elected at the first Annual Meeting held in accordance with these by-laws will serve staggered terms with the Director receiving the greatest number of votes serving three years, the Director receiving the second highest number of votes serving two years, and the Director receiving the least number of votes serving a one-year term.  A Director serving a partial term may be re-elected to three year terms.

SECRET BALLOT:  When a secret ballot is taken, the presiding officer shall appoint three LHM members who are neither members of the Board, a nominee, or one having proposed or seconded the motion to be voted upon, to serve as "Inspectors of Election" who will receive the cast ballots, count, tabulate and report to the membership.  The certified tabulation will be affixed to and become part of the minutes of the meeting.

ARTICLE VIII AMENDMENTS AND ALTERATIONS

These By-Laws may be amended, altered, repealed or added to by an affirmative vote of not less than two-thirds of members present and voting at a regular or special meeting, provided notice of the proposed amendment(s) and a copy of said amendment(s). has been sent to the membership at least two weeks before the meeting.

APPROVED BY THE LHM BOARD OF DIRECTORS ON ______________________________                                                                                                            DAY, MONTH, YEARS/_______________________________                 S/______________________________                PRESIDENT                                                                    SECRETARY   APPROVED BY LHM MEMBERSHIP  AT ANNUAL MEETING ON ________________________                                                                                                                 DAY, MONTH, YEARS/_______________________________                    S/______________________________                PRESIDENT                                                                    SECRETARY

ARTICLE VII was amended at a regularly advertised and scheduled meeting on 5 April 2012 to allow officers and directors to serve unlimited terms in office.

 

ARTICLE VII: VOTING AND ELECTION

 

ELECTION:  The election of all Board members is held during the Annual Meeting or at a meeting specially convened for that purpose.  All officers of LHM are elected for a one-year term and may be re-elected. to the same office for not more than one additional consecutive term; election to fill an unexpired term will allow the officer to be elected to two full consecutive terms. Directors are elected for a three-year term . . .  and may be re-elected to two consecutive terms of three years.

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