By-Laws of The Shenandoah County Historical Society of Virginia, Inc.
A Virginia non-stock Corporation
“Society” : means the Shenandoah County Historical Society of Virginia, Inc., a non-stock corporation organized under the laws of the Commonwealth of Virginia.
“Bylaws”: means the bylaws of the Society.
“Member”: means any entity, group, or person current in the payment of dues. Any group or entity may become a Member of the Society by paying annual dues. Individuals may pay annual dues or may become life members by payment of a single sum, determined by the Society’s Board of Directors.
Whereas we are a volunteer organization composed of people who share a mutual interest in the rich and abundant history of Shenandoah County, the purpose of the Shenandoah County Historical Society, Inc. is:
Foster a spirit of cooperation between existing organizations, writers, historians, genealogists, collectors, preservationists, and other members of the Shenandoah County of Virginia community.
Aid in the collection and creation of materials and publications about the history of Shenandoah County and ensure that they are preserved and made available to the community.
Support efforts by citizens, organizations and government to preserve historic buildings and sites.
Share history through programs and exhibits.
MEETINGS OF THE MEMBERS
Section 1.1 - Annual Meetings. The annual meeting of the Society will be held during May of each year at such time and place as may be fixed by the Society’s Board of Directors.
Section 1.2 - Special Meetings. Special meetings of the Society shall be held when called by (1) a majority of the board of directors, (2) the president of the Society, or (3) petition signed by one-fourth of the Members of the Society. No business other than that stated in the notice shall be transacted at Special Meetings.
Section 1.3 - Notice of Society Meetings. A notice stating the place, hour and day of each Annual Meeting and, in the case of a Special Meeting, the purpose(s) of such Meeting, shall be sent to each Member not less than ten (10) days nor more than fifty (50) days before such meeting by mail or electronic mail, in accordance with the member's preference. If mailed, such notice shall be deemed given when deposited in the United States Mail addressed to the Member at the Member’s address in the Society records. Not withstanding the above provisions of this section, Notice of a meeting to act on an Amendment to the Articles of Incorporation or By-Laws shall be given in the manner provided above, not less than twenty-five (25) nor more than fifty (50) days before the date of the meeting. Any such notice shall either include a copy of the proposed amendment or shall provide instructions as to how a member may obtain a copy of the proposed amendment by viewing on the Society's web site or having a copy sent to them by e-mail or US mail.
Section I.4 - Waiver of Notice and Meeting. (A) Whenever notice is required to be given of any Meeting of the Society, a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the meeting date, shall be equivalent to the giving of such notice to that person. (B) A person who attends the meeting will be presumed to have had timely proper notice of the meeting and to have duly waived notice thereof unless he attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called or convened.
Section 1.5 - Quorum. A quorum shall be deemed present throughout any meeting of the Society if persons entitled to cast votes for more than one tenth (1/10th) of the members are present either in person or by proxy at the beginning of such meeting. If a quorum is present, the affirmative vote of a majority of the members present (in person or by proxy) shall be the act of the Society unless the vote of a greater number is required by law or by the Articles of Incorporation, except at an election of Directors, where those receiving the highest number of votes shall be deemed elected.
Section 1.6 - Absence of Quorum. In the absence of a quorum at any meeting, the presiding officer may adjourn the meeting for a period not exceeding twenty (20) days at any one time. No notice of the time and place of the adjourned meeting need be given other than by announcement thereof at the time of adjournment. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting on the date originally called.
Section 1.7 - Votes. (A) Each member shall have one vote in the Society. In the event that a Member consists of more than one person (e.g., couples, families or organizations/businesses) that member shall be entitled to cast one vote. (B) Since a member need not be a natural person, any officer or director of an entity which alone or together with others constitutes a Member may, on behalf of that entity attend the Society meetings and vote. If only one of those persons is present, the vote of that person is presumed to be that of the Member unless protest is made to the presiding officer of the meeting. (C) Vote(s) may be cast in person or by written proxy duly executed by or on behalf of the Member. No proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy. A proxy may be revoked by written notice to the Secretary.
Section 1.8 - Manner of Voting. Voting by members shall be by voice vote unless a member present at the meeting requests a vote by written ballot. If any votes are cast by proxy, the names of members for whom such votes are cast and the number of such votes shall be endorsed on the written ballot.
Section 1.9 - Order of Business. At each meeting of the Society the Presiding Officer shall act as chairman of the meeting. The Secretary, or in the secretary’s absence the person appointed by the chairman, shall act as secretary of the meeting. The order of business at the Annual Meeting shall be as follows:
(A) Call to order;
(B) Presentation of proof of due calling of the Meeting;
(C) Appointment of inspectors of election (if written ballot is to be held);
(D) Report of presence or absence of a quorum by the inspectors of election;
(E) Approval of the minutes of previous meeting(s);
(F) Reports of officers and committees
(G) Election of directors
(H) Old business
(I) New business
DIRECTORS AND OFFICERS
Section 2.1 - Number and Selection of Directors. The Society shall be managed by a Board of twelve Directors.
Section 2.2 - Selection of Directors. The Board of Directors shall consist of one person living in each of the six Magisterial Districts of Shenandoah County and six other members-at-large. Those persons receiving the highest number of votes shall be deemed elected. Directors shall be elected for a term of two years and may be re-elected to any number of terms.
Section 2.3 - Removal of Directors. At any meeting of the Board, where Directors have been informed in advance that removal of a Director(s) will be an agenda item, cited Director(s) may be removed with or without cause by a vote of the majority of the Members present in person or by proxy. Non-attendance at six consecutive meetings shall be considered cause.
Section 2.4 - Resignation of Director or Officers. Any Director or Officer may resign at any time by giving written notice to the Board of Directors, the President or Secretary. Such resignation shall take effect immediately upon receipt thereof unless otherwise specified in the resignation. Any Director who ceases to be a Member shall be deemed to have resigned at the time he ceases to be a Member.
Section 2.5 - Appointment of Directors. If any Director fails to complete the term, to which he/she was elected, the Board may appoint an interim Director to fill the remainder of the term.
Section 2.6 - Meetings of the Directors. The Board of Directors shall meet within ten (10) days after the Annual Meeting of the Society to elect the Board officers. The Board of Directors shall meet regularly without notice at such intervals, times and places as may be fixed from time to time by resolutions of the Board. Special meetings of the Board may be held and called by the President or by a majority of the Directors with at least three days notice to the remainder of the Board or not less than twenty-four hours after notice has been received by the remainder of the Board, whichever period is shorter. Notice may be given by e-mail, mail, or telephone. However, notice of a Special Meeting may be waived by any Director in writing or by attending the meeting unless the Director is attending solely to object to the transaction of any business on grounds that the meeting was not legally called.
Section 2.7 - Quorum of Directors. The majority of the Board of Directors constitutes a quorum for the transaction of business. The act of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.8 - Duties of the Board of Directors. It shall be the duty of the Board of Directors, on behalf of the Society, to
(A) cause to be kept a complete record of the proceedings and Resolutions of the Board;
(B) prepare the budget of the Society for the forthcoming fiscal year;
(C) levy and cause to be collected dues in accordance with Article III of these Bylaws;
(D) cause the books and records to be kept by the Treasurer to be audited whenever a Resolution of
the Society shall direct;
(E) maintain such insurance, including but not limited to liability insurance, as may be required
pursuant to the Society documents or resolutions otherwise deemed necessary by the Board of
Directors, in their sole discretion.
Section 2.9 - Appointment and Term of Officers, The officers of the Society shall include a president, vice-president, recording secretary, corresponding secretary, treasurer and any such officers as the Board may from time to time determine by resolution. All Officers shall be appointed by the Board and serve at the pleasure of the Board. The offices of president and secretary shall be held by different persons, but those persons may hold other offices. At the Board meeting following the Society’s Annual Meeting the Board shall appoint officers to serve for the following year.
Section 2.10 - Committees. The Board of Directors may create and abolish from time to time such committees as the Board may deem appropriate to aid in the administration of the affairs of the Society. Such committees shall have the purpose and goals fixed by the Board of Directors. The Board of Directors shall appoint the Chairperson of each committee and may appoint members or delegate such appointment to the Committee chairperson.
Section 2.11 - Duties of Officers. Each officer shall perform such duties as are normally associated with that office, and each Officer shall perform such other duties as are assigned to his office by law or resolution of the Society or Board of Directors. In the absence of the President, a presiding officer shall be appointed by the Board.
Section 2.12 - Conflict of Interest. To protect the interest of the Society in instances when it may contemplate entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Society, or might result in a possible excess benefit transaction, the Board shall review each applicable proposal and determine whether it is fair and reasonable to the Society.
Section 3.1 - Fiscal year. The fiscal year of the Society shall begin on June 1 and end May 31.
Section 3.2 - Books and Records. The Society shall keep complete books and records of account and shall keep minutes of the proceedings of the meetings of the Society, the Board of Directors, and Committees having any of the powers of the Board of Directors, and shall keep at its Registered Office or principal office in this State a record of the names and addresses of its members entitled to vote. A record of the names of the persons entitled to vote shall be prima facie evidence of the right to vote. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 3.3 - Dues. The Society, through its Board of Directors, shall levy dues upon all Members to raise money to pay for the administrative costs of the Society, the carrying out of the Board’s powers, and all other costs lawfully incurred by the Society. The Board of Directors shall set a time at which any such dues are due and payable. Annual dues will be levied upon Members and shall be increased or decreased from time to time as the Board of Directors deems appropriate.
Section 3.4 - Method of Amendment. Any proposed Amendments to the Articles of Incorporation or By-Laws shall be ratified, at the Annual Meeting or at a Special Meeting called for this purpose, as described in Article 1.3, by a 2/3 majority vote of those present or who have submitted a proxy. A Notice of the proposed changes, to be ratified, shall be included in the Notice of Annual or Special Meeting and copies of the proposed changes shall be available to members of the Society either electronically or upon written request. Proposed changes may also be posted on the Society's web site.
Section 3.5 - Enforcement. The Society or the Board of Directors shall have the right by any proceeding adopted by the Society or provided for at law or in equity, to enforce every provision of the Articles of Incorporation and/or By-Laws, and to seek and obtain all relief which may be appropriate under the circumstances of each case.
IN WITNESS WHEREOF, the Board of Directors has adopted these By-laws as amended and approved at a meeting on 2011.
Board Approved: Nov. 10, 2010
Article III - Section 3.1—Fiscal year. The fiscal year of the Society shall begin on June 1 and end on May 31. Amended at annual meeting on May 17, 2016.