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HomeMy WebLinkAboutAmendment to Bylaws 02/04/2014 . .CITY OF RENTOIV . '. EEO 052014 RECEIVED CITY CLERK`S.OFFICE To: : City Clerk'.s:Office. , From:. '.Elizabeth P: Stewart Re: Revised Renton Historical Society.By=Laws• • Attached please fmd the.revised By-Laws of the.Renton Historical Society,as approved by the full Board on January 28,2014: If you have any questions,please contact me by phone at'425.255:1330 or by email at estewart@rentonwa.gov.` . . ' . . N .. • • • • • . . tt; : "fir �.'•', � �E` '`' . ° , ni�'� ., 004, ' RENTON HISTORICAL SOCIETY BYLAWS As Amended January 28, 2014 Renton Historical Society 235 Mill Avenue South Renton, Washington 98057 Article 1 Organization and Location 2 Article 2 Authorizing Documents 2 Article 3 Governing Documents 2 Article 4 Membership 2 Article 5 Trustees and Officers 2 Article 6 Committee Structure of the Society 6 Article 7 Finances and Contractual Obligation 7 Article 8 Renton History Museum 7 Article 9 Meetings/Quorum 8 Article 10 Amendments to the Bylaws 9 Article 11 Communications 9 Article 12 Limitations of the Corporation 9 Signed: ,President Signed: ,Vice-President Signed: _ ,Treasurer Signed: ,Secretary Renton Historical Society Bylaws 1 Article 1 Organization and Location The Renton Historical Society is a non-profit corporation,located in the City of Renton, in King County,State of Washington.The Renton Historical Society was founded in 1966. Article 2 Authorizing Documents The authorizing documents of the Renton Historical Society include: • The Articles of Incorporation, as amended: • These Bylaws, as amended.These Bylaws shall be amended to comply with the terms of the Society's Joint Operating Agreement with the City of Renton for the operation of the Renton History Museum; • The Internal Revenue Service Letter of Recognition;and • The Society's Registration as a Washington State Charitable Trust. - Article 3 Governing Documents The governing documents of the Renton Historical Society include: • . The Society's Joint Operating Agreement with the City of Renton; • All resolutions, policies and procedures adopted by the Board of Trustees; and • All other contracts or agreements obligating the Society Article 4 Membership Section 1 Membership Qualifications The membership of the Renton Historical Society is open to any individual, family, business,or organization interested in the goals and purposes of the Renton Historical Society. Section 2 Policy The dues schedule,classifications, and policy for membership in the Society shall be adopted by the Board of Trustees as a separate administrative policy. Article 5 Trustees and Officers Section 1 Management Structure a. Board of Trustees—The management of the Society is vested in a Board of Trustees (hereinafter referred to as "the Board")which serves as the Board of Directors, as called for by the Washington Nonprofit Corporation Act, Chapter 24.03 of the Revised Code of Washington.The Board shall include an Executive Committee. Renton Historical Society Bylaws 2 b. Executive Committee—The Executive Committee will consist of four elected - officers.These positions are: President,Vice-President,Treasurer, and Secretary. c. Museum Manager—The Museum Manager shall be appointed as a voting member of the Board to the Executive Committee. d. The Board,as required, may establish other Officer positions, which shall be filled subject to the provisions for elections or appointment of Officers as set forth in these Bylaws. e. City Liaison—The Board will appoint a Trustee or ex-officio member to serve in the role of City Liaison who shall represent the Society in all dealings with the City,and coordinate reportage to the City as required by the Society's agreement(s)with the r City. Section 2 Terms and Limitations a. All Officers and Trustees shall be elected by a simple majority of the general membership in attendance at the Society's annual membership meeting. b. Nominations for Officers shall be taken from the floor at appropriate times during regular Board meetings. c. Officers shall be elected for a term of two years and are required to be Society members in good standing.The position of President will be up for re-election in even numbered years. d. Trustees other than Officers shall be elected for a term of three years and are required to be members in good standing.There shall be three(3)groups of Trustee terms.The terms of these three(3)groups will be offset by one year,to provide continuity.There will be four(4) members in each term group for a total of twelve(12)Trustees, not including the Officers. e. No Officers shall be eligible to serve for more than two consecutive terms in the same office without a super majority vote of the Board of Trustees. f. The President is not eligible to be elected to,or to serve on,the Board Development Committee. g. No person will be considered eligible for election as President of the Board,until they serve as a Trustee for a minimum of two years to become versed in the overall business of the Society. h. Any member of the Board who is absent from three(3)consecutive meetings without presenting just cause shall be deemed to have resigned from the Board.This person is subject to reinstatement only by majority vote of the Board. i. Any member of the Board may be removed from office with or without cause, by two-thirds vote of the Board present at any regular meeting of the Board.This action may only be taken provided that at least ten(10)days before the meeting at which such action is taken, notices in writing that such action will be moved or proposed be mailed to the Officer or Trustee,and to each member of the Board, by U.S. mail by the Board Secretary. j. The members of the Board shall not be personally liable to the Society or its members for monetary damages for conduct as a member of the Board,except for: a. 'acts or omissions that involve intentional misconduct by a Trustee; Renton Historical Society Bylaws 3 b. knowing violation of that law by a Trustee; c. for any transaction from which the Trustee will personally receive a benefit of money, property,or services to which the Trustee is not legally entitled. • Section 3 Duties and powers of Officers The duties of the Officers shall be to maintain general supervision over all the affairs of the Society,to manage the relationship between the Society and the City of Renton,to communicate with the community in behalf of the Society,and to protect the assets of the Society. a. The President shall: 1. Follow all Authorizing and Governance Documentation as described in Articles 2 and 3. 2. Act as Chair of all meetings of general membership,Board,and Executive Committee. 3. Provide general oversight for all the affairs of the Society. 4. Appoint committee chairs,with the approval of the Board of Trustees. . 5. Be a non-voting ex-officio member of all committees,excluding the Board Development Committee. 6. Present the Annual Report at the Annual Membership Meeting and shall act as an official representative for the needs and desires of the Society. b. The Vice President shall: 1. Follow all Authorizing and Governing Documentation as described in Articles 2 and 3. 2. Act for the President in his or her absence. 3. Perform other duties as the Board directs,subject to these By-laws and other such policies and procedure as the Society may adopt. 4. Oversee all committee activity,provide guidance to all committees and deliver reports at the board meetings for all committee chairpersons not present,as necessary. 5. Report annually to the general membership on the activities of the Society and shall act as an official representative for the needs and desired of the Society. c. The Secretary shall: 1. Follow all Authorizing and Governing Documentation as described in Articles 2 and 3. 2. Keep and maintain the minutes of the meetings of the general membership and of the Board. 3. Be the custodian of the permanent records of the Society. 4. Maintain a current file of policies,procedures,and correspondence. 5. Be responsible for presenting,annually,a list of all motions passed,and for annual filings with Washington Secretary of State. 6. Be responsible for making all Society records available for review as required by law or by the policies and procedures adopted by the Board. • 7. Notify the Renton Historical Society City Liaison of the outcome of the elections that take place at the Annual Meeting of the Society membership. Renton Historical Society Bylaws 4 8. Report annually to the general membership on the activities of the Society and act as an official representative for the needs and desires of the Society. 9. Compile the combined Annual Report in cooperation with the President,other Officers and Committee Chairs,and the Museum Manager. d. The Treasurer shall: 1. Follow all Authorizing and Governing Documentation as described in Articles 2 and 3. 2. Be responsible for the safekeeping of Society funds and for maintaining adequate financial records. 3. Ensure that all monies received by the Society or the Renton History Museum are deposited in a reliable banking institution,as designated by the Board,in the name of the Renton Historical Society. 4. Pay out monies by numbered checks,signed by two Officers,or oversee a bookkeeper that is charged with this task. 5. Prepare and provide a quarterly financial report and an annual report at the end of the fiscal (calendar)year. 6. Be responsible for the filing of annual IRS statements, meeting all required deadlines. 7. Serve as Chair for the Finance Committee. 8. Report annually to the general membership on the financial activities of the Society and act as an official representative for the needs and desires of the Society. 9. Participate in the annual internal audit or financial review. Section 4 Trustees The duties of all Trustees shall be to: 1. Follow all Authorizing and Governing Documentation as described in Articles 2 and 3. 2. Chair or serve on at least one committee,as appointed by the President of the Board. 3. Attend to the general business of the Society as directed by the general membership and supervise the general affairs of the Society. 4. Perform duties as directed by the Board. 5. Attend the meetings of the general membership and the Board. 6. Provide for the support of Society activities,through fundraising, personal financial support, fiscal management, public relations,long-range planning, policy development,and oversight of Museum operations,among other Board responsibilities. 7. Adopt in December of each year an annual budget of projected income and expenditures for the-next fiscal year. 8. Implement, monitor,and amend the Strategic Plan as required. 9. Donate a monetary annual gift to the Museum,the minimum amount to be determined by the Board on an annual basis.That amount will be paid in full or in installments by September 1 of each calendar year. 10. Attend at least four(4) Museum and/or Historical Society events annually. Renton Historical Society Bylaws 5 Section 5 Emeritus The Board may appoint non-voting Emeritus members in recognition of long-term Board and Society contributions. Section 6 Ex-officio The Board,as necessary,may appoint non-voting ex-officio members for consultation, legal or financial guidance,or other required services. Ex-officio members may serve on,but not chair, committees. Section 7 Vacancies A vacancy in any position of Officer or Trustee may be filled for the remainder of its current term by appointment by the Board,on the recommendation of the Board Development Committee. Article 6 Committee Structure of the Society The.Society may establish ad-hoc committees as required. Permanent committees shall be composed of two(2)or more Trustees and shall follow the Authorizing and Governing Documentation as described in Articles 2 and 3. Committees may include ex-officio members. Standing Committees include: Executive Committee The Executive Committee is charged with the overall responsibility of setting regular Board meeting agendas and providing Museum oversight.The Committee shall also have such powers and responsibilities as delegated to it by the Board.The Committee shall meet as often as needed but is scheduled to meet at least once monthly. Finance Committee The Finance Committee is charged with the development and oversight of the Historical Society's annual budget.This includes overseeing an annual audit of accounting books for the Society and the Museum and overseeing the professional investment of the endowment.The Committee shall meet as often as needed but is scheduled to meet at least once monthly. Board Development Committee The Committee shall be charged with identifying,recruiting,and recommending potential members to the Board.The Committee is also charged with the design and implementation of the Board member training and education process,which should include both new Trustee orientation and ongoing enrichment.The Committee shall meet as often as needed but is scheduled to meet at least once monthly. Outreach Committee The Outreach Committee shall be charged with raising awareness of the Museum in the community and supporting Museum events, programs,and the endowment.The Committee Renton Historical Society Bylaws 6 " 1 works with Museum staff on marketing,public relations,and outreach efforts.The Committee shall meet as often as needed but is scheduled to meet at least once monthly. Events and Fundraising Committee The Events&Fundraising Committee shall be charged with organizing and leading all fundraising and general membership events for the Society.The Committee shall meet as often as needed but is scheduled to meet at least once monthly. Article 7 Finances and Contractual Obligation Section 1 Annual Budget The Board shall adopt an annual budget in December of each year. Section 2 Fiscal Year The Society's fiscal year shall be January 1 to December 31. Section 3 Internal Audit Internal audits of financial reviews shall be conducted as required under the adopted policies of . the Board. Section 4 Contractual Obligation a. The Executive Committee shall have sole fiduciary signature authority on all accounts, other than the main Society checking account. b. A minimum of two signatures is required on any document that obligates the Society to pay funds,or that contractually obligates the Society in any way. Four(4)individuals will have fiduciary signature authority on the main Society checking account.The individuals will be the President,the Vice President,the Treasurer,and/or the Museum Manager, provided that the Museum Manager shall only have signatory authority over those Society funds directly involved in Museum Operations,as permitted under the Society's Joint Operating Agreement with the City and as governed by the Authorizing and Governing Documentation as described in Article 2 and 3. Article 8 Renton History Museum Section 1 Management of the Museum a. The Renton History Museum is a program of the Society managed in accordance with the Joint Operating Agreement with the City of Renton. b. The affairs of the Museum and its Staff shall be managed by the Museum Manager,who shall serve in the capacity of Executive Director,in accordance with the Authorizing and Governing Documentation as described in Articles 2 and 3. c. The Board shall delegate to the Museum Manager and Staff,via Board adopted policies and procedures,such powers and responsibilities as are necessary and sufficient to effectively Renton Historical Society Bylaws 7 • - operate the Renton History Museum,in accordance with the Authorizing and Governing Documentation as described in Articles 2 and 3. Section 2 Museum Manager a. The Museum Manager shall follow all applicable laws,as well as the policies, procedures, and directives of the City of Renton. b. The Museum Manager shall serve as a full voting member of the Board of Trustees and on the Executive Committee. c. The Museum Manager shall contribute to the Annual Report in cooperation with Society Board Members,Officer,and Committee Chairs. Article 9 Meetings/Quorum The meetings of the Society,the board or its Committees shall be conducted according to the 10th Edition of Robert's Rules of Order. It shall be necessary for a quorum to be present to act.A quorum shall be defined as a majority of the voting members. Section 1 Meetings of the Board The Board shall meet at least once a quarter and at such other times as the President or the majority of the members of the Board shall deem advisable.The Board meeting will be held on the last Tuesday of each month. Meetings of the general membership and the Board shall be open to the public. Ex-officio members,Committee members who are not Trustees,emeritus members,and general members may attend meetings of the Board.They may be permitted to speak, but may not make motions or vote.They will not be counted in determining if a quorum is present at a Board meeting. Section 2 Membership meeting There shall be an Annual Meeting of the Society membership meeting held in each year. It is planned for June, but the month is not mandatory.Additional membership meetings may be scheduled as requested by the membership,via petition to the Board of 30%of the voting members,or may be called by the President or the Board with at least 30 days of advanced notice to the Membership. Section 3 Committee Meeting Committee meetings will be held once each month,unless otherwise noted in the committee descriptions,or as deemed necessary,at a time called by the Committee Chair.All Committee meetings are open to the public,with the exception of executive sessions of the Executive Committee. Section 4 Electronic Meetings The Executive Committee and the Board of Trustees and the Committees may hold electronic meetings on an as needed basis. Notice of date and approximate time of Executive and Board meetings shall be posted at the Museum and on the Society web site 48 hours prior to the Renton Historical Society Bylaws 8 meeting.The posting must include a proposed agenda and a comment section that allows interested parties to comment and be included in the meeting,via e-mail. No final votes for election of executive committee members,final approval of annual budget,or amendments or addendums to the Bylaws will be held electronically,per the Society electronic voting policy. Section 5 Notice of Meetings Notice of meeting shall be posted at least 48 hours in advance of meetings. Notice of the Annual' Meeting shall be posted at least 30 days in advance of meetings. Section 6 Proxy Voting Trustees may vote by written or digital proxy or by telephone if unable to attend a meeting.The proxy must be made to a specific person,and describe in detail any and all matters to be voted on. Proxy votes may be counted to determine a quorum. Article 10 Amendments to the Bylaws The authority to make Bylaws for the Society is expressly vested in the Board through the Articles of Incorporation.The Bylaws shall be reviewed,as needed,by the Executive Committee. Bylaws may be amended at any time, by majority of voting members of the Board. All proposed amendments must be submitted in writing to the Secretary of the Board,who will distribute them to the Executive Committee. Article 11 Communications Section 1 Monthly Committee reports Monthly Committee Reports-Each month the Chair of each Committee, both standing and ad hoc,will submit a report in writing to the Board Vice President that summarizes Committee activities. Reports may be submitted to the Vice President electronically. Section 2 Annual Officer Reports Each Officer shall submit an annual written report on his or her activities in March of the year following the calendar year of activity.These reports are required to compile the combined Annual Report and shall be filed with the Secretary upon a date to be determined by the Secretary to meet printing requirements. Article 12 Limitations of the Corporation Nothing herein will be construed to authorize the corporation,directly or indirectly,to engage in any unlawful activity prohibited by Chapter 24.03 of the Revised Code of Washington,or Revisions thereto. Renton Historical Society Bylaws 9