BYLAWS CHANGES  

The Bylaws have not been amended since 2009. This revision will incorporate changes that have occurred over the past six years. The primary changes reflect the organization’s hiring of an Executive Director. The full version of the proposed bylaws and changes follow this brief Summary of Proposed Revisions to the Bylaws:

Article II Membership: The revisions reflect the operational procedures as well as the Board approved membership fees and classes.

Article III Board of Directors: The revisions incorporate: the hiring of an executive director; and gives the Executive Director certain operational authority.

Article IV Officers: Identifies the officers and their duties as they are practiced with the addition of an Executive Director and office location.

Article V Elections: Changes term of office from a one-year to a two-year term; allows for the Board of Directors to elect officers.

Article VI Meetings: Allows for either the Secretary or Executive Director to handle notifications.

Article VIII Committees:  Gives limited power to the Executive Committee; and updates the list of the committees; transfers committee powers for personnel to the Executive Director.

BYLAWS

of the

Door County Historical Society, Inc.

 

PREAMBLE

These bylaws shall supersede all previous bylaws and amendments thereto and shall be consistent with the provisions of Chapter 181 and §44.03 of the Wisconsin Statutes and with the articles of incorporation and all subsequent restatements and amendments thereto filed with the Secretary of State under which this organization is incorporated as a non‑stock, non‑profit corporation affiliated with the State Historical Society of Wisconsin and shall govern the administration and activities of this organization.  Furthermore the provisions of Chapter 181 and §44.03 of the Wisconsin Statutes and Roberts Rules of Order shall govern the proceedings of this organization not herein provided for.

ARTICLE I.  PURPOSES AND OBJECTIVES

As stated in the articles of incorporation the purposes of this organization are educational and to preserve, advance, and disseminate in the manner hereinafter prescribed, knowledge of the history and heritage of Door County and its residents.

Section 1.  Mission & Vision Statements.  Unless otherwise determined by the Members, the organization shall have a vision statement and a mission statement which are approved by a majority vote of the members.

  1. The present mission statement:

The Door County Historical Society strives to collect, maintain and share the history and heritage of Door County through preservation, education and programming.

  1. The present vision statement:

        We envision a Door County Historical Society that is committed to keeping history alive for future generations through the collection, preservation and sharing of the heritage of Door County.

Section 2.  Libraries, Museums, and Historic Sites.

  1. As time and circumstance and the will of the members dictate, this corporation may establish and own and/or operate a local history museum, a local history library, one or more historic sites and operate and maintain a Door County Archives. These facilities may be combined into one facility or may be separate facilities. Singly or in combination they may be developed and operated solely by this corporation or they may be developed and operated in co-operation with any other educational organization, city council, county board, or state or local agency or such civic or patriotic organizations qualifying for affiliation under the provisions of §44.03(2) of the Wisconsin Statutes.
  2. To the extent to which human and financial resources shall permit, practices and procedures in the collection, accessioning, cataloging, use, and display of museum and library materials shall be consistent with standard site, museum, and library practices and procedures such as those recommended by the State Historical Society.
  3. The Board of Directors shall insure that the incorporation with the State of Wisconsin as a nonstock corporation, and other state requirements, and federal tax exempt status shall be kept in force through the filing of annual documents and reports as required by the Internal Revenue Service and the Wisconsin Department of Revenue and other State of Wisconsin Departments and Agencies.

Section 3.  Research and Publications.

  1. The resources of this organization may be used for research and publication ranging from projects in oral history and historic sites inventories and sites maps and marking to the printing and distribution of newsletters, periodicals, books, and such other literature as may relate to state or local history.
  2. Books and research materials and such other literature or publications related to state or local history not created by this organization may be purchased for the organization’s library or museum.
  3. The purchase of books and literature described in the foregoing paragraphs may also be made for resale or for free distribution to members, schools, libraries, and such other institutions as may be determined by the Board of Directors.

Section 4.  Other Programs and Activities.

  1. The expenditure of funds to pay for speakers and other expenses of meetings and special events for the membership and/or for the general public; for tours; for junior historian projects; for miscellaneous museum, site, and library related activities and administrative and operating costs; and for such other programs, projects, or activities for the furtherance of the purposes for which this organization is incorporated may be made in the manner approved by the Board.

ARTICLE II.  MEMBERSHIP

Section 1.  Qualifications.

  1. Any person, institution, or organization may become a member of this corporation upon approval by the Board of Directors and by payment of the dues stipulated by the Board of Directors for membership. “Approval” means a majority vote of the Board of Directors present at a Board meeting.
  2. Annual dues shall be set by the Board of Directors, payable at the time of applying for membership and annually thereafter as determined by the Board of Directors. The amount of the dues shall be reviewed by the Board annually.
  3. Membership shall terminate for non-payment of dues and for such other reasons as determined by the Board of Directors, except for sub paragraph d. following.
  4. Membership shall not be denied or terminated based on any classification of discrimination prohibited by federal or Wisconsin laws.

Section 2.  Classification and Dues.

  1. Memberships shall be of three (3)  two (2) classes as follows:  Annual, Life and Donor (individual, businesses, institutions or organizations). Annual (individual, family, business or organization, nonprofit organization) and Life.
  2. The annual dues for each class of membership shall be in such amounts as the Board of Directors shall determine.

Section 3.  Voting and Privileges.

  1. Each annual member shall be entitled to a vote of one at all meetings of the membership and shall be entitled to such benefits and privileges as shall be set forth in the regulations and proceedings of the organization.
  2. Businesses, industries, institutions, and any other organizations or groups subscribing to sustaining, contributing, or business and professional memberships shall be entitled to such voting rights, benefits, and privileges as shall be set forth for them in the regulations and proceedings of this organization.

ARTICLE III. BOARD OF DIRECTORS

Section 1.  Composition of the Board.

  1. The Board of Directors shall consist of up to fifteen (15) directors, which includes those officers listed under Article IV, Section 1, subparagraph a. of these bylaws.
  2. Elections to the Board shall be in accordance with the provisions of Article V of these bylaws.
  3. Other honorary and/or ex officio appointments to the Board of Directors may be made as the board shall see fit.

Section 2.  Powers of the Board.

  1. The Board of Directors shall have the power to conduct the affairs of this organization and to delegate such authority as is not otherwise set forth in these bylaws. These powers shall include, among others: the approval and authorization of the expenditures of the organization; the hiring and termination of employment of employees the Executive Director; organization and conducting of programs relating to the organization’s mission and vision statements; and the creation and implementation of policies for the development, operation, and maintenance of facilities and projects.
  2. The Board of Directors has the power to hire an Executive Director. The Executive Director has the power to hire, discipline and terminate employees, as approved by the Board of Directors. The Executive Director may apply for grants or other funding from the State of Wisconsin and United States Government or from private foundations or organizations.
  3. The Board of Directors shall have the power to also hire or contract with professionals such as attorneys, accountants, engineers and other advisors and such professional or advisors shall be approved by the Board of Directors.
  4. All major expenditures of funds (over $5,000.00) shall be approved by the Board of Directors members of the organizationbefore disbursement, except for expenditures of donated funds which may be expended as provided in the donation. All non-budgeted items over $500 shall be approved by the Board of Directors.
  5. The Board of Directors shall have the power to create or terminate committees, special boards of trustees or advisors, and such permanent and special committees as are deemed necessary and which may include a membership committee, a nominating committee, a program committee, a publicity or public relations committee, such accessioning and cataloging and museum and library committees as shall be required and committees to operate facilities owned or operated by the Society. The manner in which committee chairmen and committee members shall be appointed shall be determined by the Board of Directors.
  6. The Board of Directors may accept on behalf of the organization any contribution, gift, bequest, grant or device for the general purposes or any special purpose approved by the Board of Directors of the organization. The Board of Directors may also apply for grants or other funding from the State of Wisconsin and United States Government or from private foundations or organizations.
  7. The Board of Directors may further conduct other fundraising activities. All such funds received shall be used for acquisition of additional property, real or personal, maintenance and repair of existing facilities, programs and general operations of the organization. All such donations shall be used as directed by the Donor.
  8. The Board of Directors shall have power to sell or dispose of the whole or any part of the property, either real or personal, which the organization may own, and to acquire other property. The Board of Directors by resolution entered in its minutes, may classify portions of its assets as held for investment, endowment, or annuity purposes.  Where so classified, such assets may be disposed of at the discretion of the Board and in such manner as the Board deems in the best interests of the purposes for which the organization is formed. Between meetings of the Board of Directors, assets so classified may be disposed of by the Officers as so authorized by the Board of Directors, in such manner as it deems in the best interest of the purposes for which the organization is formed

Section 3.  Termination of Board Members.

  1. A Director may resign at any time by filing his/her written resignation with the Secretary of the organization.
  2. A Director may be removed without cause by an affirmative vote of a majority of the Board of Directors.

ARTICLE IV.  OFFICERS

Section 1.  Classification of Officers.

  1. The officers shall be a president, vice president, secretary, and treasurer and such officers shall be members of the Board of Directors for the duration of the term for which they are elected. These officers shall serve as the Executive Committee.
  2. Other officers such as chaplain, sergeant‑at‑arms, and curator ­historian may be elected or appointed without board rank as the Board of Directors may determine.

Section 2.  Duties.

  1. GeneralOfficers shall perform the duties traditional to their offices and in conformity to state statute and Roberts Rules of Order and may assume such other duties as the Board may request among which may be the chairmanship of special or permanent committees. No two offices of board rank may be combined.
  2. The respective duties of the officers shall be:

(1) President.  The President shall actively manage the business and affairs of the organization; shall, when present, preside at all meetings of the Board of Directors and at all meeting of the Executive Committee, if any; and shall see that all orders and resolutions of the Board of Directors are carried into effect; shall execute and deliver, with approval of the Board of Directors, in the name of the organization(except in cases in which such execution and delivery shall be expressly delegated by the directors or these bylaws to some other officer or agent of the organization or shall be required by law to be otherwise executed and delivered) any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the organization, including, without limitation, any instrument necessary or appropriate to enable the organization to donate income or principal of the organization to or for the account of such corporations, associations, trusts, foundations, and institutions as are referred to or described in the Articles of Incorporation of the organization and as the organization was organized to support; shall perform such other duties as may from time to time be prescribed by the Board of Directors; and, in general, shall perform all duties usually incident to the office of the President.

(2) Vice President. The Vice President shall have such powers and shall perform such duties as may be prescribed by the Board of Directors. In the event of absence or disability of the President, the Vice President shall succeed to the President’s powers and duties during that absence or disability.

(3) Secretary.  The Secretary shall record proceedings of meetings of the members and of all meetings of the Board of Directors and of all the meetings of the Executive Committee, if any; shall provide copies of all transcribed minutes to Board Members and have copies of the last membership meeting available at the next membership meeting; shall at all times keep on file a complete copy of the Articles of Incorporation and all amendments and restatements thereof and a complete copy of these Bylaws and all amendments and restatements thereof; shall, when directed to do so, give proper notice of meetings to the Board of Directors and meetings of the Executive Committee, if any; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President; and in general, shall perform all duties usually incident to the office of Secretary. The Secretary will also have authorization to be a signatory on behalf of the organization.

(4) Treasurer. The Treasurer shall keep oversee accurate accounts of all monies of the Corporation;  received or disbursed; shall deposit all monies, drafts, and checks in the name of, and to the credit of, the organization in such banks and depositories as a majority of the Board of Directors shall from time to time designate; shall have power to endorse for deposit all notes, checks and drafts received by the organization; shall disburse the funds of the organization as ordered by the Board of Directors, make proper vouchers therefor; shall render to the President and the directors, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of the organization;   shall insure that all tax returns and filings required of the State of Wisconsin and United States Government are made; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President; and, in general, shall perform all duties usually incident to the office of the Treasurer. The Treasurer will also have authorization to be a signatory on behalf of the organization. Copies of financial statements shall be furnished to each Board member at each Board meeting and made available to members on request at each membership meeting.

ARTICLE V.  ELECTIONS

Section 1.  Directors

  1. Directors shall be elected by the members at the annual meeting of the organization for a period of one two years. Four Directors elected shall be officers with Board rank (see Section 2.a. below.) Terms begin immediately after being elected by the members at the annual meeting.
  2. Vacancies among directors occurring before the expiration of term shall be filled by election by the Board of Directors and those so elected shall complete the term of the director at large they replace.
  3. Directors shall familiarize themselves with the bylaws, the articles of incorporation and rules of the Board and Committees upon their election or appointment, and it shall be the duty of the secretary Executive Director to distribute such copies to the individuals involved.
  4. A slate of proposed directors shall be sent to the members before the meeting at which they will be elected.

Section 2.  Officers.

  1. Officers with board rank. President, Vice President, Secretary, and Treasurer shall be elected by the members at the Annual Meeting Board of Directors at the first Board meeting following the annual meeting, to serve for a period of one year and until their successors are chosen.
  2. Officers without board rank as specified in Section 1.b., Article IV, shall be elected by the Board of Directors at any meeting to specified or indefinite terms consistent with the nature of their duties and as determined by the board.
  3. Vacancies in all offices occurring before the expiration of the specified term of office shall be filled by election by the Board of Directors and those so elected shall hold office until the next scheduled election for that office.

Section 3.  The Nominating Committee.

  1. The nominating committee shall prepare a slate of candidates for vacancies at each special or regular election of officers and directors. The slate shall be approved by the Board of Directors. The slate shall contain only one name for each vacancy. The presentation of the slate at the election annual meeting shall constitute the report of the nominating committee. The request for nominations from the floor shall follow the presentation of the nominating committee’s report.
  2. Members shall be furnished biographical information about the candidates prior to voting.
  3. Voting may be by a voice vote or by ballot upon a motion passed by a majority vote.
  4. If voting is by ballot, the nominating committee shall also be responsible for the distribution and counting of ballots used at the election meetings. The presiding officer may announce the results of the election after the voice vote or the tabulation has been completed, or he may request that the chairman of the nominating committee shall announce the results.

ARTICLE VI.  MEETINGS

 Section 1.  Meetings of the Board of Directors.

  1. Number of Meetings. The Board of Directors shall meet once a month, unless the Board determines not to meet in any month for special reasons. Special meetings of the board may be called by the president or by any three members of the board, and each director shall be notified in person, by mail or email as to the time and place of such meeting.

Meetings may take place by email when minor issues or opportunities arise necessitating prompt board action. Information and a proposed motion shall be emailed by the Board member proposing the action to the President, who will then review it and email it to the Board members.  The matter will be adopted if a majority of the Board members vote by email to the Secretary or Executive Director, within 2 days of the email from the President, in favor of the motion.

  1. Quorum.  A majority of the Board of Directors present and eligible to vote shall constitute a quorum at any regular or special meeting of the board.
  2. Date/Time/Place of Meeting. The date, time and place of meetings shall be as determined by the Board. An agenda shall be sent to all Board members by the Secretary or Executive Director before each meeting.
  3. Attendance at Meetings. Attendance at a meeting by anyone not a member shall be on approval of the Board of Directors.
  4. Telephone.  If approved by the Board of Directors, directors may participate in meetings of the Board of Directors by means of a conference telephone or similar communications equipped by which all persons participating can hear each other at the same time if the necessary equipment is available. Participation by such means shall constitute presence in person at such a meeting.
  5. Presumption of Assent.  A Director of the organization who is present at a meeting of the Board of Directors when action on any organization matter is taken shall be presumed to have assented to the action taken unless the record shows he/she voted against such action or abstained from the vote or unless the Director shall file in writing a dissent or abstention to such action with the person acting as the secretary of the meeting before the motion.

Section 2.  Meetings of the Membership.

  1. Annual Meeting of this organization shall be held in the month of November of each year and election of Board of Directors and officers shall be held.
  2. Regular meetings of the membership shall be held once a month, except for the months of December, January, February and March, unless the membership Board of Directors determines otherwise. The date, time and place of such meetings shall be determined by the Board of Directors.
  3. Special meetings of the membership may be called by the President or on the instruction of the Board of Directors. When a special meeting of the members is called each member shall be notified in person, by mail or email as to the time and place and purpose of the meeting.
  4. Notice of Meetings. Notices or agendas for all meetings shall be sent to the members by the Executive Director, Secretary or other Board Member designated by the Board of Directors before each meeting.
  5. Quorum. A majority of the membership present or voting by proxy shall constitute a quorum at any annual, regular, or special meeting of the membership.
  6. Voting. A majority of the membership present at a meeting shall determine all votes unless a different number of votes is required by other provisions or these bylaws. Voting may be by a voice vote or by ballot upon a motion passed by a majority vote.

ARTICLE VII.  AFFILIATION WITH THE STATE HISTORICAL SOCIETY

Section 1.  Authority for Affiliation.

  1. This organization is an affiliate of the State Historical Society by virtue of incorporation under the provisions of §44.03 of the Wisconsin Statutes, and shall accordingly receive such benefits and meet such responsibilities as are stipulated therein and as may otherwise be defined through mutual consent by the Board of Directors of the Door County Historical Society and the Board of Curators of the State Historical Society.
  2. As an affiliate this organization is a member of the State Historical Society and of the Wisconsin Council for Local History and is entitled to a vote of one at all general meetings of the Society and the Council.
  3. This organization may terminate affiliation through restatement or amendment of its articles of incorporation and amendment to its bylaws. The State Historical Society may terminate affiliation by formal resolution of the Board of Curators, a copy of which shall be deposited with the Secretary of State.
  4. The following shall be causes for termination of affiliation by the State Historical Society, but extenuating circumstances shall be taken into account before action to terminate affiliation is taken by the Board of Curators:

(1)  Failure to hold annual elections for three consecutive years.

(2)  Failure to submit annual reports to the State Historical Society for three successive years.

(3)  Consistent failure to hold meetings for the membership as set forth in paragraph a, Section 1, Article VI of these bylaws.

(4)  Failure to maintain state and federal tax exempt status.

(5)  Failure to maintain proper donor, accessioning, cataloging, and financial records and minutes of the meetings.

Section 2.  Responsibilities.

  1. It shall be the responsibility of this organization to submit an annual report to the State Historical Society which shall include the results of annual elections, the names and addresses of all officers and directors, and such other information as may be requested at given times for the purpose of accumulating data for the benefit of this and other affiliated organizations.
  2. The State Historical Society shall be notified of all changes in the articles of incorporation and the bylaws.
  3. In order to protect the interests of donors and contributors this organization shall install and maintain standard accessioning and cataloguing procedures and shall maintain state and federal tax exempt status as required by paragraph c of Section 1, Article I paragraph d of Section 1, Article VII of these bylaws.

Section 3.  The Role of the State Historical Society in Affiliation.

  1. The State Historical Society shall send notices and announcements of the meetings and activities of the state society to the president of the organization whose name appears on the current mailing list, and whenever practical such notices and announcements may be sent to the officers, directors and members of this organization to the extent to which the organization provides the State Historical Society with current membership mailing lists.
  2. The organization shall receive without charge such publications and periodicals as the State Society shall determine, but such publications will include the Wisconsin Magazine of History and Columns.

[NOTE: The State Historical Society has advised that to the extent to which staff time and funds permit, the State Historical Society shall extend its professional and technical services to this affiliate. In general such services shall be without cost to the affiliate, however, extended and costly services may be negotiated on a cost sharing basis. The Office of Local History is designated as the principal liaison officer and advisor for the affiliate.]

Section 4.  The Wisconsin Council for Local History.

  1. This organization shall be a member of the Wisconsin Council for Local History, the association of the affiliates of the State Historical Society established by the Board of Curators in 1961 through the authority of §44.03(5) of the Wisconsin Statutes. All members, officers, and directors of this organization are entitled to attend the annual regional conventions of the council and its annual state convention held in Madison.
  2. The president of this organization or an appointed delegate shall attend the regional conventions to give an oral report on the activities of the organization, or, whenever circumstances prevent shall submit a written report to be read by the regional chairman.
  3. In the year in which the name of this organization reaches the top of the list in the annual rotation of the names of the affiliates in the region the president of the organization or his/her appointed delegate shall serve as regional convention chairman. In the year of service as regional convention chairman the organization shall sponsor and conduct the regional convention over which the president shall preside.

ARTICLE VIII.  COMMITTEES:

Section 1.  Committees. Permanent and Special Committees required for the operation of the organization may be created by the Board of Directors.

Section 2.  The Executive Committee is authorized to act on behalf of the Board of Directors in between Board Meetings only when time is of the essence. Such actions shall be ratified by the Board of Directors at their next meeting.

Section 3. Members. The majority of the members of a committee shall be members of the DCHS. The chairperson of all committees shall be a member of the Board of Directors. At least one other member of each committee shall be a member of the Board of Directors. All committee members shall be approved by the Board of Directors. Present Committees are: Executive (Nomination see Article V, Section 3) ; Eagle Bluff Lighthouse; Historic Heritage Village at Crossroads at Big Creek; Finance and Audit Personnel; Archives Collection (Archives & Artifacts); Projects; Sites Heritage Alliance Door County; Program; Membership; Marketing (Advertising, Publicity, Website); Friends of Eagle Bluff Lighthouse and Nomination (See Article V, Section 3.)

Section 4.  Subcommittees. Committees are authorized to form sub-committees, provided that the sub-committees are approved by the Board of Directors and report to the committee forming them in the same manner that committees report to the Board of Directors.

Section 5.  Rules.  Each committee is authorized to promulgate rules for the operation of the committee, provided all such rules are approved by the Board of Directors. Subcommittees may also promulgate rules for the subcommittees provided they are approved by the committee forming them and the Board of Directors.

Section 6.  Meetings.

  1. Committees and Subcommittees may hold meetings as determined necessary by the committee or sub-committee or as requested by the Board of Directors.
  2. Such meetings shall be presided over by a chairperson and a secretary, approved by the Board of Directors, who will perform such duties as are normally required of those positions.
  3. The secretary of the committee or subcommittee shall keep written minutes of meetings and furnish copies of those minutes to the Board of Directors as requested.
  4. If approved by the committee, members of the committee may participate in meetings of the committee by means of a conference telephone or similar communications equipment by which all persons participating can hear each other at the same time if the necessary equipment is available.  Participation by such means shall constitute presence in person at such a meeting.

Section 7.  Finances

  1. Committees and Subcommittees shall keep records of all financial transactions handled by them in a form and on a basis as approved by the Board of Directors. All funds received by a committee or subcommittee from any source shall be funds of the Door County Historical Society and used as directed in these Bylaws or as directed by the Board of Directors.

Committees and subcommittees do not have the right to create bank accounts or other financial accounts. All such accounts shall be created and opened as directed by the Board of Directors and in the name of the Door County Historical Society. Once opened, committees and subcommittees may deposit funds received by them in such accounts and may withdraw funds from such accounts, as approved by the Board of Directors or as directed by these bylaws.

Section 8.  Reporting. The committees shall make reports to the Board of Directors on such matters as meetings of the committees, finances, budgets, fund raising, employees and volunteers, activities and maintenance of property overseen by the committees, as directed by the Board of Directors.

 Section 9.  Employees.

 

  1. Committees shall have the power to hire, discipline and terminate employees, as approved by the Board of Directors.
  2. All such employees shall be part-time employees unless otherwise approved by the Board of Directors and “employees at will.” 
  3. Wages and any benefits shall be in accordance with rules and budgets of the committee and approved by the Board of Directors and shall be in accordance with federal and State of Wisconsin laws and regulations. 
  4. A current list of employees shall be furnished to the Board of Directors at the beginning of each season when employees are hired.

ARTICLE IX.  OPERATIONAL LIMITATIONS: Not withstanding any other provisions of these articles, the corporation shall not carry on any activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(C)(3)of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law), or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE X.  RECORDS:

  1. All records of the organization shall be maintained by the Secretary of the organization, or such other person and place designated by the Board of Directors, for such time required by the laws of the State of Wisconsin, federal laws, including those of the Internal Revenue Service, the State of Wisconsin Historical Society and the Board of Directors.
  2. Such records shall be available for inspection and review as required by the State of Wisconsin, federal laws, and State of Wisconsin Historical Society rules and as further directed by the Board of Directors.
  3. Reasonable charges may be assessed for the copying of such records.
  4. No records shall be removed from the premises where the records are kept without approval of the Board of Directors.
  5. All records held by volunteers, employees, officers and directors of the Board or of any committee, except agendas and minutes of the minutes of the meetings, shall be surrendered to the secretary of the organization upon the volunteers, employees, officer’s or director’s termination.

ARTICLE XI.  DISSOLUTION

Section 1.  Voluntary Dissolution.

  1. In the event this organization shall be unable to maintain its facilities or to sustain its activities, written notice of intent to dissolve shall be sent to the State Historical Society whereupon the state society shall supply necessary legal forms and instructions to be followed in effecting the dissolution.
  2. Upon ratification by the members of a vote by the Board of Directors to dissolve the organization the following steps shall be taken:

(1)        Satisfy all liabilities and obligations;

(2)        Satisfy all conditions stipulated in agreements with donors;

(3)        Distribute all remaining assets exclusively for educational purposes to one or more historical societies, libraries, museums, or educational institutions state, county, town, or municipally operated or incorporated exclusively for educational purposes in accordance with §181.51 and §44.03 of the Wisconsin Statutes and Section 501(c)(3) of the Internal Revenue Code.

(4)        Complete the appropriate legal forms certifying to the results of the vote on dissolution and compliance with the above procedures for dissolution and distribution of assets, submitting the same to the State Historical Society and after approval of the Board of Curators the document shall be filed with the Secretary of State.

Section 2.  Involuntary Dissolution

  1. In accordance with the provisions of §44.03(3) of the Wisconsin Statutes, proceedings for the involuntary dissolution of the organization may be initiated by the Board of Curators of the State Historical Society, if the Board determined that, in its opinion, the organization has become inactive or defunct. This may include, but is not limited to, a situation in which the organization becomes so inactive that there are no remaining offices, directors, or members to effect voluntary dissolution. [Wording for this substitute provision taken verbatim from the Asst Attorney General communication dated 1/10/2005]
  2. In the implementation of involuntary dissolution proceedings, title to such property, records, and collections not otherwise provided for in the articles of incorporation and bylaws of the organization or in the agreements of donors shall be vested in the State Historical Society and all remaining assets shall be distributed in the same manner as stipulated in paragraph b, Section 2, of this article of the bylaws, with the first offer being made to whatever county or local governmental unit that may have aided the organization financially.

ARTICLE XII.  AMENDMENTS

These bylaws may be amended by a two-thirds vote of members present or voting by proxy at any regular meeting or special meeting called for that purpose. Notice of the intended amendment shall be submitted in writing to the membership thirty days prior to the meeting. If the amendment consists of two pages or less, a copy shall be sent with the notice. If more than two pages, a copy of the full amendment may be requested by any member from the secretary of the organization and may also be reviewed at the meeting site on which the amendment will be adopted, prior to the meeting. An open discussion at the meeting shall be had prior to the voting on the amendment.

 

CERTIFICATION OF ADOPTION

It is hereby certified that the foregoing bylaws of this corporation were adopted by ______________________

at a meeting at Sturgeon Bay, Wisconsin, on the ________ day of _____________2015 by the following vote

Number of members having voting rights: ________

Number voting in person or by proxy

(In Person ________; By Proxy ________)

Number voting for________; Number voting against ________

______________________________      ______________________________

President                                                             Secretary

 

Submitted to the Wisconsin State Historical Society this ________ day of _______________________, 2015.

 

 

 

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