ARTICLE 1 - NAME OF CORPORATION
A. The name of this corporation shall be Big Lake Historical Society (BLHS).
B. It is registered with the State of Washington as a 501 (c) 3 – a non-profit corporation – as of July 21, 2004. UBI Number: 602-414-080.
ARTICLE 2 - PURPOSE: HISTORICAL PRESERVATION
A. The BLHS shall work to preserve the history of communities in the Big Lake Valley.
B. The BLHS will solicit, collect, and preserve materials, equipment, and memorabilia relating to the history of this area.
C. The BLHS will work with the community, if and when appropriate, to enhance, preserve, and educate others about the area’s unique cultural and historic character.
D. The BLHS shall encourage the continued development of the Big Lake Biennial Display of its historical photos, artifacts, and stories.
ARTICLE 3 - MEMBERSHIP
A. Any person believing in the purpose of this Society as outlined in Article 2, may become and remain a member upon the payment of lifetime dues; unless membership is terminated for cause by the Board of Trustees.
B. Types of membership:
There are charter members and non-charter members.
Charter members consist of the core group that founded this BLHS; eligibility for charter membership ceased as of September 13, 2004.
Non-charter members shall support BLHS projects as interpreted in Article 2
C. The Board of Trustees may terminate a member on two-thirds (2/3) affirmative votes.
ARTICLE 4 - BOARD OF TRUSTEES (BOARD
A. The property, affairs, and activities of the BLHS shall be managed by a Board of Trustees (Board) consisting of five (5) to nine (9) persons approved from and by the general membership, unless said numbers are modified by the Board majority. Past, or retired Board members, will automatically become Emeritus Board Members.
B. The Board shall oversee as follows:
a. Inventory of all property, by an Inventory Committee and Chairperson.
b. Ensure that all property be maintained in good condition; and will preserve all records and documents pertaining to such property.
c. The Board will oversee and approve the expenditure of BLHS funds required to conduct business. Expenditures over $500.00 will require approval by the Board. There are to be two (2) active BLHS Board Members to sign checks; names to be recorded in BLHS records and at its bank.
C. Election of Board Members and Terms:
a. Qualifications: They shall be members of the BLHS. They will be nominated by the Board and have 2/3 vote of approval to ensure that a valid slate of candidates will be presented to the membership at the BLHS Annual Membership Meeting in July. Membership present at that meeting will provide a majority vote on the Board candidates for election.
b. Terms: Shall be for three (3) years. Incoming Board Members will be elected on different years to ensure the continuity of the BLHS purpose and historical memory will remain intact. Each shall serve until he/she resigns; or is dismissed by the Board. Either action shall be in writing and presented to the President. Vacancies may be filled upon approval by the Board. Interim Board Members will stand for election at the BLHS Annual Membership Meeting in July.
c. Voting. All Board Members will have equal voting privileges. However, any Board Member holding two officer positions shall have only one (1) vote.
ARTICLE 5 - OFFICERS
D. The Officers of the BLHS shall be:
a. (1) President, (1) Vice-President, (1) Secretary, (1) Treasurer, and (1) Historian.
b. The terms of these offices shall be for two (2) years.
c. The position of Historian may be combined with another office upon approval by the Board. The combined positions will have only one (1) vote.
d. An Officer may be removed by two-thirds (2/3) of the entire Board of Trustees for failure to participate, non-performance of duties, or other causes deemed detrimental to the BLHS.
e. Vacancies. The Board may fill vacancies for the remainder of a vacant term. The person filling the vacancy will stand for election at the next BLHS Annual Membership Meeting in July.
E. Duties of Officers – shall follow Roberts Rules of Order:
a. The President shall: Exercise the usual executive powers pertaining to the Office of President and preside at all meetings.
b. The Vice-President shall: Act as President in the absence of the President, act as Co-Chairperson of the Inventory Committee; take minutes in the absence of the Secretary.
c. The Secretary shall: Keep accurate records relating to correspondence and other business matters, including legible copies of minutes from both the Board Meetings and the General Membership meetings. The Secretary shall send to the Board, within 30 days after these meetings, a draft copy of the minutes taken, to review for additions or corrections. These additions or corrections will be sent to the Board about one week prior to the next Quarterly Board Meeting, then read for review and approval into the minutes at that Meeting. An approved copy will be included into the records.
d. The Treasurer shall:
i. Handle all accounts and funds and maintain accurate records of such.
ii. Review income, investments, and the disbursement of monies, and funds required to do business.
iii. Give a financial report at all Board Meetings and present copies to the Board Members.
iv. Present to the Board for approval any expenditure to be in excess of $500.00.
v. Maintain and submit the Non-Profit Corporation Annual Report and fee due in July.
vi. Give donors a letter of acknowledgment for their donations of items or money; and give donors a written note of items to be copied and returned.
e. The Historian shall:
i. Determine proper context of all photos, documents, and artifacts. Co-chair an Inventory Committee, with the Vice-President assisting.
ii. Will ensure each donor receives a letter of acknowledgement regarding donated items to the BLHS.
iii. Shall give a report at all Quarterly Board and Membership Meetings and give a copy to the Secretary for inclusion into the minutes.
ARTICLE 6 - MEETINGS
Note: Conflicts with meeting dates and holidays may require rescheduling.
A. Board Meetings will be held once each a quarter, at 6:00 p.m., or just prior to the start of the Quarterly BLHS Membership Meeting, depending on content and/or volume of business for the purpose of taking care of the BLHS business. A quorum is necessary to conduct detailed business. * See quorum definition in F below.
B. Special Meetings may be called, if deemed necessary, by the President. Notice of Special Meetings must be at least twenty-four (24) hours prior, and the President is to ensure that all received the message. A quorum is necessary to conduct business. *See quorum definition in F below.
C. Quarterly Meetings of the BLHS will be held on the fourth (4th) Thursday of: January, April, July, and October, at a place established by the Board. A quorum is necessary to conduct business. *See quorum definition in F below. Notice of Quarterly Membership Meetings shall be at least one (1) week prior to this meeting by e-mail; or by mail or telephone to those without computer capabilities. Agenda items set by the Board will be discussed; speakers follow after business, then adjourn, and socialize.
D. Annual meetings – An Annual Membership Meeting will be held on the fourth (4th) Thursday in July, in conjunction with the Quarterly Meeting. Notice of time and place will be sent to all membership two (2) weeks in advance by e-mail, or by mail to those without computer capabilities. This Annual Meeting will enable the election of Board Members, review and approve any bylaw changes, review and approve significant proposals, and approve the minutes from the previous Annual Meeting.
E. “Robert’s Rules of Order” shall be used as a guide to conduct all meetings.
F. *Quorum definition: A quorum shall be two-thirds (2/3) of the Board of Directors, including two (2) officers.
G. ARTICLE 7 – COMMITTEES
Committees may be formed by the Board as necessary to perform special tasks. Such committees shall appoint a Chairperson.
a. Committee Chairpersons, or other designated committee members, shall submit committee activity reports at the Board Meetings. These reports, in brief form, may be presented to the Membership at the discretion of the Board.
b. Committees may be dissolved by the Board if they are no longer required.
c. Formation or dissolution of committees shall be submitted to the Board for approval at any regular meeting of the Board and reported at the General Membership meeting.
ARTICLE 8 - CONFLICT OF INTEREST
Conflict Disclosure. Occasionally, a Board Member, Chairperson, or Committee Member of the BLHS might be a director, officer, or member of another entity which is interested in a transaction or contract with the BLHS. All such interests must be disclosed in advance to the Board for consideration and any approval of a transaction or contract. If no conflict of interest is found, approval of transaction(s) may be granted by the Board majority.
ARTICLE 9 - BYLAWS CHANGES
The Bylaws of the BLHS may be altered or amended by two-thirds (2/3) vote of the Board, including two (2) officers. Bylaws shall be posted on the BLHS website.
ARTICLE 10 - DISSOLUTION
A. Resolution to Dissolve. A resolution to dissolve the corporation may be adopted upon a three-quarters (3/4) vote of the Board, with notification sent to the general membership. The distribution of assets of the corporation shall follow the requirements of RCW 24.03225, except that all assets remaining after all liabilities and obligations have been discharged shall be distributed to those nonprofit corporations, as defined by Internal Revenue Code 501 (c) 3, selected by the Board and noted below in: B. Distribution of Assets. Distribution of the assets pursuant to the Articles of Incorporation shall take place only upon involuntary dissolution.
B. Distribution of Assets: In the case of dissolution, the BLHS prefers that its BLHS collection be kept as one collection and be given to one of the following 501 (c) 3 organizations:
a. Preference 1: The Big Lake Firefighters Association
b. Preference 2: The Clear Lake Historical Association
c. Preference 3: The Sedro-Woolley Museum
Bylaws Approved October 26, 2004
Amendments adopted July 24, 2007
Amendments adopted July 23, 2009