Olympia Historical Society and Bigelow House Museum Bylaws

 

AMENDED: DECEMBER 31, 2013, January 12, 2015, January 11, 2016, January 16, 2017, and January 20, 2018

Olympia Historical Society and Bigelow House Museum

 

Article I.      Purpose

 

Consistent with Article III of the Restated Articles of Incorporation, the purpose of the corporation is to preserve, protect, and promote the history and heritage of Olympia and of the Bigelow House.

 

 

Article II.      Registered Office and Registered Agent

 

The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the board of trustees upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. Any change in the registered agent or registered office shall be effective upon filing such change with the office of the Secretary of State of the State of Washington.

 

Article III.      Member Meetings

 

Section 3.01 Membership. Membership classes, the qualifications and rights of each class of members, and the dues for members may be established at the discretion of the board of trustees. The board of trustees must make the designation of such membership classes and the associated dues available to the members of this corporation and to the public. Each member shall be entitled to one vote.

 

Memberships for dues received shall run until the end of that calendar year, provided, however, that memberships for dues received after September 30th shall run until December 31st of the following year.

 

Section 3.02 Annual Meeting. The annual meeting of the members of this corporation, for the purpose of election of trustees and for such other business as may come before it, shall be held either (a) in the month of January of each and every year at such place and time as designated by the board of trustees and specified in the notice of the meeting, or (b) at such other place and time which may be within the State of Washington, as may be determined by the board of trustees and specified in the notice of the meeting. At each annual meeting, the board of trustees shall present a financial report for the past year to the members. Such report shall also be posted publicly.

 

Section 3.03 Special Meetings. Special meetings of the members of this corporation may be called at any time by the board of trustees. No business shall be transacted at any special meeting of the members except as is specified in the notice calling for said meeting. The place of any special meeting shall be such place, within the State of Washington, determined by the board of trustees and specified in the notice of the meeting.

 

Members may call a meeting of the membership at any time.  Thirty (30) percent of the current membership will be necessary to call a valid meeting.  All notification, quorum and voting requirements specified elsewhere in the Bylaws will be followed; the purpose of the meeting and an advance agenda will be provided to all members.  The President will chair the meeting and the Secretary will take minutes; in their absence the members assembled will elect a chairperson and recording secretary.  The “Rules for Conduct of Meetings” of the Olympia Historical Society and Bigelow House Museum will be followed.  Meeting minutes will be provided to all members within one week of the meeting.

 

Section 3.04 Notice of Meetings. Notice of annual or special meetings of the members stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the secretary or persons authorized to call the meeting to each member of record. Notice of annual meetings shall be given no less than one calendar month before the meeting date; notice of special meetings shall be given no less than one week before the meeting date.

 

(a)      Notices in writing may be delivered or mailed to the member at his or her address shown on the records of the corporation.  If notice is delivered via regular mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.

 (b)      Notices may be provided in an electronic transmission and be electronically transmitted. Notice in an electronic transmission is deemed effective with respect to those members that have provided a valid e-mail address, location or system to which these notices may be electronically transmitted, unless the member has specifically requested notice by mail, or if the corporation is unable to electronically transmit two consecutive notices given by the corporation.  Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose.

 

Section 3.05 Quorum. Ten percent (10%) of the number of members of record shall constitute a quorum for the transaction of business at any annual meeting or special meeting of the members. If a quorum is not present at a meeting, the board of trustees may adjourn the meeting from time to time without further notice.

 

Section 3.06 Membership Approval. Approval of the members, by majority vote, shall be required for: (i) mergers or a sale of all or substantially all of the assets of the corporation; (ii) amendment or restatement of the Articles of Incorporation of the corporation; or (iii) amendment or restatement of these Bylaws of the corporation that would result in an increase in the power of the board of the trustees.

 

Article IV.      Board of Trustees

 

Section 4.01 General Powers. The affairs of the corporation shall be managed by a board of trustees.

 

Section 4.02 Number. The number of trustees of the corporation shall be no less than nine (9) nor more than fifteen (15). Board positions, whether filled or vacant, shall be numbered with staggered terms as provided in section 4.03.

 

Section 4.03 Tenure; Qualification; Conflicts of Interest. Trustee terms shall be staggered and new trustees may be elected to complete unfilled terms.  Trustees shall serve three (3) year terms, except when elected or appointed to fill positions vacated before a term is completed.  Trustee terms shall expire at the end of the annual membership meeting.  This could result in terms that are slightly shorter or slightly longer than three (3) years.  Trustees must be members in good standing of the organization prior to election or appointment.   Trustees must disclose to the board of trustees any conflicts of interest, including personal interests in organizational programs, contracts, or other activities or membership or employment in organizations with competing missions.

 

Section 4.04 Election.

(a)      Nominating Committee. A nominating committee, appointed by the board of trustees, shall be formed at least two (2) months prior to the annual meeting to recommend a slate of trustees to the membership. This committee shall consist of three trustees whose positions will not expire in the following year.  The nominating committee shall (1) identify those current board members who have been appointed to fill vacant positions pursuant to paragraph 4.05 and whose positions are subject to ratification by the membership; (2) propose candidates to fill positions that are or will be vacant by virtue of the expiration of a term or have remained unfilled.

(b)      Member Vote. The trustees shall be elected at the annual meeting of the members, by an affirmative majority vote of the members present at a membership meeting.  Vacancies filled by Board appointment shall be subject to ratification by membership at the annual meeting.  No vote of membership to decrease the number of trustees shall operate to remove an incumbent trustee whose term has not yet expired.  Nominations for any vacant position or additional positions may also be made from the floor at the annual meeting.

 

Section 4.05 Vacancies. In the event of (a) any vacancy in the board of trustees resulting in board membership falling below nine (9), or (b) a vacancy of a board trustee who also held a board officer position, e.g. Treasurer, which cannot be filled by a current board member, the vacancy may be filled either by action of (a) a quorum of the board of trustees or (b) if no action has been taken by the board of trustees, then by a majority of the members present at a membership meeting.

 

 

Section 4.06.  Transition.  All board members elected or appointed between December 1, 2013 and December 31, 2014 shall serve the terms for which they were elected or appointed, without the need for further ratification by membership.  Thereafter, terms and positions shall be filled in accordance with these bylaws.

 

Section 4.07 Resignation. Any trustee may resign at any time by delivering an executed notice to the board of trustees or the president or secretary of the corporation. A resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date.

 

Section 4.08 Removal of Trustees. A trustee may be removed from the board of trustees, by a majority vote of the remaining trustees, if the trustee has three unexcused absences, as defined by resolution of the board of trustees.

 

Section 4.09 Regular Meetings. Regular meetings of the board of trustees may be held at such place and on such day and hour as shall from time to time be fixed by resolution of the board of trustees. Regular meetings shall be held at least quarterly.

 

Section 4.10 Special Meetings. Special meetings of the board of trustees of this corporation may be called at any time by the president, secretary or a majority of the trustees. No business shall be transacted at any special meeting of the board of trustees except as is specified in the notice calling for said meeting. The place of any special meeting shall be such place, within or without the State of Washington, determined by the board of trustees and specified in the notice of the meeting.

 

Section 4.11 Notice of Meetings. Notice of regular or special meetings of the board of trustees stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the secretary or persons authorized to call the meeting to each trustee. Notice of regular or special meetings shall be given no less than one week before the meeting date.

 

(a)      Notices in writing may be delivered or mailed to the trustee at his or her address shown on the records of the corporation.  If notice is delivered via regular mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.

 (b)      Notices may be provided in an electronic transmission and be electronically transmitted. Notice in an electronic transmission is deemed effective  with respect to those trustees that have provided a valid e-mail address,  location or system to which these notices may be electronically transmitted, unless the trustee has specifically requested notice by mail or if the corporation is unable to transmit two consecutive notices given by the corporation.    Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose.

 (c)      Notice of regular or special board meetings stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the secretary or persons authorized to call the meeting to each member of record. Such notice shall expressly state that members are welcome to attend board meetings.

 

Section 4.12 Quorum and Voting. A majority of the number of trustees specified in or fixed in accordance with these Bylaws shall constitute a quorum, but a lesser number may adjourn any meeting from time to time until a quorum is obtained, and no further notice thereof need be given. If a quorum is present when a vote is taken, the affirmative vote of a majority of the trustees present at the meeting is an act of the board.

 

Section 4.13 Presumption of Assent. A trustee of the corporation who is present at a meeting of the board of trustees at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless: (1) the trustee objects at the beginning of the meeting, or promptly upon the trustee’s arrival, to holding it or transacting business at the meeting; (2) the trustee’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) the trustee delivers notice of the trustee’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or adjournment is not available to a trustee who votes in favor of an action taken.

 

Section 4.14 Action Without Meeting. Any corporate action required or permitted by the Articles of Incorporation, Bylaws or the Washington Nonprofit Corporation Act, to be voted upon or approved at a duly called meeting of the board of trustees or a committee of trustees may be accomplished without a meeting if one or more unanimous consents of the respective trustees or committee members entitled to vote on the actions, setting forth the actions so taken shall be executed by all the trustees or committee members entitled to vote thereon, as the case may be.

 

Such consents may be executed in counterpart. The consents may be executed before or after the action is taken. Action taken by unanimous consent of the trustees or a committee of the trustees is effective when the last trustee or committee member executes the consent, unless the consent specifies a later effective date.

 

Section 4.15 Committees.  The President may appoint committees after consultation with the trustees.  Both trustees and members may serve on committees, provided that each committee shall be chaired by a trustee appointed by the President. 

 

(a)   Bigelow House Operations Committee. There shall be a standing committee  that shall be responsible for the care, maintenance, and day-to-day operations of the Bigelow House facility. Such committee shall have a line item in the budget for purposes of regular and emergency facility maintenance expenditures.

 

(b)    Finance Committee. There shall be a standing committee  that shall be responsible for managing the corporation’s budget and finances. The treasurer shall chair the finance committee.

 

Article V.      Officers

 

Section 5.01 Officers Designated. The officers of the corporation shall be a president, a vice president, a secretary and a treasurer, each of whom shall be elected by the board of trustees at the first board meeting following the annual meeting. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of trustees. Any two (2) or more offices may be held by the same person.

 

Section 5.02 Term of Office. Each officer shall hold office for a one (1) year term, subject to the provisions of Section 5.01, which could result in a term that is slightly shorter or slightly longer than one year.  Terms of officers will end at the first board meeting following the annual meeting, unless re-elected.

 

Section 5.03 Powers and Duties.

 (a)      President. Unless otherwise determined by the board of trustees, the president shall be the chairperson of the board and, subject to the direction and control of the board of trustees, shall have general charge and supervision over its property, business and affairs. The president shall preside at meetings of the members and the board of trustees.

 (b)      Vice President. In the absence of the president or the president’s inability to act, the vice president shall act in the president’s place and stead and shall have all the powers and authority of the president, except as limited by resolution of the board of trustees.

 (c)      Secretary. The secretary shall: (i) keep the minutes of the meetings of the members and the board of trustees; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records; (iv) keep, or cause to be kept, a register of the post office address or email address of each member which shall be furnished to the secretary by each member; and (v) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or the board of trustees.

 (d)     Treasurer. Subject to the direction and control of the board of trustees, the treasurer shall have custody, control, and disposition of the funds of the corporation and shall account for the same.

 

Article VI.      Staff

 

Such staff of the corporation, including without limitation, an executive director, as may be deemed necessary may be hired by the board of trustees.

 

 

 

 

Article VII.      Financials

 

Section 7.01 Fiscal Year. The fiscal year of the corporation shall be the calendar year.

 

Section 7.02 Signor Convention. Two signatures will be required on all checks and account withdrawal and transfer documents in the name of the corporation. Signatures may be any combination of the president, vice-president or treasurer.

 

Section 7.03 Donation Acceptance Policy. Items offered for donation, whether monetary or otherwise, that have restrictions placed on the donation will be accepted or refused by a majority of the board of trustees.

 

Article VIII.      Amendments to Bylaws

 

Section 8.01 By the Members. These Bylaws may be amended, altered, or repealed by a 2/3 vote of those members attending at any annual meeting or special meeting of the members; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is contained in the notice of the meeting.

 

Section 8.02 By the Board of Trustees. Except as otherwise provided herein, these Bylaws may be amended, altered, or repealed by a 2/3 vote of the board of trustees at any regular or special meeting of the board.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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