BYLAWS:
AMENDED AND RESTATED
CONSTITUTION AND BYLAWS
OF THE
BURLINGAME HISTORICAL SOCIETY
2010, 2016
ARTICLE I
Name and Location
Section 1. The name of this organization is the Burlingame Historical Society,
hereinafter referred to as “Association”.
Section 2. The principal location for the transaction of the business of this
Association is in the City of Burlingame, County of San Mateo, and State of
California.
ARTICLE II
Purpose
Section 1. The purposes for which this Association is formed are:
(a) The specific and primary purposes are to operate as
anon-profithistorical association for educational purposes within the meaning of
Section 501 (C) (3) of the Internal Revenue Code of 1954.
(b) The general purpose of this Association is to have and
exercise all rights and powers conferred on non-profit associations under the laws
of California, provided, however, that this association shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are not
in furtherance of the primary purpose of this association.
(c) No substantial part of the activities of this Association shall consist of
carrying on propaganda, or otherwise attempting to influence legislation. The
Association shall not participate or intervene in any political campaign (including
the publishing or distribution of statements on behalf of any candidate for public
office.
Section 2. In accordance with our non-profit status under Section 501 (C) (3)
of the Internal Revenue Code, members of the Association shall not receive pecuniary
gain or profit by virtue of their membership.
ARTICLE III
Membership
Section 1. Membership shall be open to Individuals, Associations and
Corporations regardless of their residence or sites, provided they have an interest
in the history of the Burlingame area. The Board may establish honorary memberships
and other types of membership. Membership is non-transferable.
Section 2. Membership shall commence upon payment of dues and acceptance of
membership by the Board. Only Individual members may vote or hold office. The
Executive Committee, by a two-thirds (2/3) vote, may refuse membership status to an
applicant or suspend or remove a member for good cause if the Committee believes
that the member would be detrimental, injurious or disruptive to the association in
general, considering the Association’s Bylaws, Policies and Procedures and stated
Purpose.
Section 3. Membership dues may be changed by the Board on an annual basis
provided that thirty (30) days notice has been given to the general membership and a
two-thirds (2/3) vote from those present at a regular or annual meeting. Dues
currently established are stipulated in the Policies & Procedures of this
association.
Recurring annual dues must be paid within three (3) months after becoming due
and payable to continue membership in the Association.
Section 4. Resignations.
Members may resign their membership in writing to the Secretary of the Association.
The resignation shall be effective as of the date the resignation is received. No
refund of dues will be made.
ARTICLE IV
Officers/Executive Committee
Section 4. Resignations. Members may resign their membership in
writing to the Secretary of the Association. The resignation shall be effective
as of the date the resignation is received. No refund of dues will be
made.
ARTICLE IV
Officers/Executive Committee
Section 1. The officers of this Association shall be a President, Vice
President/Membership, Vice President/Museum, *Vice
President Technology & Education,
Secretary and Treasurer. These elected
officers are hereinafter referred to as the Executive Committee. All officers
shall be board members. The Board may request of the Nominating Committee that
more than one (1) member be nominated for any one office, but if the office is
split between co-officers, that office shall have only one (1) vote.
Officers shall be elected by a majority vote of those present at an annual
meeting of the Association. If there is more than one nominee for an office, the
vote shall be by written ballot. Term of office shall be for one (1) year, which
shall begin at the close of the meeting at which they are elected and continue
until their successors are elected. No officer shall be eligible to serve more
than two (2) consecutive terms in the same office unless no other candidates for
election come forth.
Section 2. Duties of Officers. Officers shall perform the ordinary
duties of their office as prescribed in Robert’s Rules of Conduct, in the
Policies and Procedures, and as requested by the Executive Committee. Officers
must attend all Board Meetings or have an excused absence. Three unexcused
absences are grounds for dismissal and replacement.
Section 3. Vacancies in Office. In case of vacancy in the office of
President, the Vice-President of Archives shall become President. Vacancies in
other offices shall be filled by a majority vote of the Executive
Committee.
Section 4. The Board shall appoint a Nominating Committee consisting of a
minimum of two (2) board members and one (1) general member of the association
in August of each year. A slate of officers recommended by the Nominating
Committee shall be presented to the Board for approval in
November of each year, and shall be presented to the Association
through the winter edition of the newsletter. Additional
nominations may be made from the floor during the annual meeting if the nominee
accepts the nomination.
*(Feb. 2016)
ARTICLE V
Executive Committee
Section 1. The Executive Committee shall consist of the elected
officers.
Section 2. The Executive Committee shall have the power to act for the board
between meetings of the board, and shall report to the board on all actions taken by
it. It shall perform such other duties as may be delegated to it by the
board.
Section 3. Meetings of the Executive Committee shall be at the call of the
President, or upon the written request of three members of the Board.
Section 4. The quorum of the executive committee meeting shall be a majority of
its members. Co-officers shall be considered as one voting member.
ARTICLE VI
Board of Directors/Committees
Section 1. The Board of Directors shall consist of the elected officers and
Chairpersons of standing committees. The Chairpersons shall be appointed by the
President with the approval of the Executive Committee and are entitled to one (1)
vote each. Standing committees are those committees that are on going and necessary
for the function and mission of the Association. Standing committees are listed in
the Policies and Procedures.
(a). Three officers and two committee chairpersons shall constitute a quorum
of the Board of Directors.
Section 2. An Auditing Committee of two members and/or one non- member shall
review the Association’s books; ascertain whether disbursements were authorized as
provided in these bylaws, and report to the annual meeting of the Society.
Section 3. The President shall be an ex-officio member of all committees except
the nominating committee.
Section 4. The President with the approval of the Board of Directors may
dissolve committees.
Section 5. Special committees and/or task forces (ad hoc) may be appointed by
the President with the consent of the Board of Directors. These committees are
temporary and may not be members of the Board of Directors.
ARTICLE VII
Meetings
Section 1. The annual meeting of this Association for the election of officers,
for receiving annual report shall be held in February of each year. There shall be
at least three (3) general membership meetings each year that include the annual
meeting.
Section 2. Other meetings shall be held at a time and place designated
bythe Board of Directors.
Section 3. A quorum for the transaction of business at all general meetings
shall consist of ten (10) members.
Section 4. The President or any five members may call special business meetings
at any time. Notice of special meetings must specify the items of business to be
transacted.
ARTICLE VIII
Liability and Responsibility of Members
Section 1. No officer or member shall be personally liable for any bills or
obligations of the Association, except for payment of his own
dues.
Section 2. No officer or member of the Association shall incur the indebtedness
of the Association or disburse any funds or monies in his keeping and belonging to
the Association without prior authorization of the Executive Committee confirmed in
writing by the President and Treasurer.
Section 3. The Executive Committee may not incur the indebtedness of the
Association or disburseAssociation funds or monies in excess of $400 without the
prior authorization of the Association in an approved budget or special motion as
recorded in the Secretary’s minutes.
Section 4. No officer or member shall expect reimbursement without prior
authorization. Reimbursement shall be at the discretion of the
Executive
Committee or Association as applicable under Sections 2 and
3.
Section 5. No person shall use the name, mailing list or official insignia
ofthe Association for other than strictly Association purpose
without the authorization of the Executive Committee, which is to be confirmed in
writing by the President and Secretary.
ARTICLE IX
Distribution of Assets
Section 1. The net assets of this Association are irrevocably dedicated to the
historic purposes set forth in Article II and no part of the assets shall ever inure
to the pecuniary or proprietary benefit of any individual. Upon dissolution of the
Association, its assets, after payment or provision for payment of all debts and
liabilitiesof this Association, shall be distributed for said purposes tothe San
Mateo County Historical Association if it is still in existence and tax exempt, to
another organization organized and operated exclusively for such purposes and which
has established its tax exempt status under Section 501 (C) (3) of the Internal
Revenue Code.
Section 2. Preservation and Protection
of Museum Collections. No accessioned Museum collection or part of any
accessioned Museum collection shall be sold, permanently traded or disposed of
without prior approval by resolution of the Executive Committee.
ARTICLE X
Parliamentary Authority
Section 1. In matters not covered by these bylaws, Robert’s Rules
ofOrder, newly revised,
shall govern.
ARTICLE XI
Amendments
Section 1. These bylaws may be amended at any regular business meeting
or the annual meeting of the Association by a two-thirds vote of those
present, provided that intended changes are announced and posted at a prior
generalmembershipmeetingand published and distributed at least 30 days before a vote
is taken.
Burlingame Historical Society 