By-Laws of The Lower Merion Historical Society, Inc.
Adopted April 24, 1950
Revised December, 1976
Revised April, 1984
Revised February, 1991
Revised February, 1996
Revised April, 2002
Revised October, 2004
Mission Statement
The Lower Merion Historical Society is an organization dedicated to "Preserving Our Past For The
Future." This is accomplished by stewardship of local history, education
of the community, preservation of historic resources and outreach to
promote awareness of the cultural heritage of the Township of Lower
Merion and the Borough of Narberth.
Article I Background
The Society is a private non-profit 501(c)(3) organization, established
in 1949 and incorporated in 1987, with the name "The Lower Merion
Historical Society, Incorporated."
Article II Objective
The objective of this Society shall be the promotion and encouragement
of historical study and research and particularly the teaching,
collection, discovery, preservation, conservation, and publication of
the history, historical records, and data of and relative to the
Township of Lower Merion and the Borough of Narberth. The Society shall
collect and preserve atlases, books, deeds, engravings, genealogies,
journals, letters, manuscripts, maps, newspapers, paintings,
photographs, portraits, and any and all materials which may establish or
illustrate such history. The Society shall also undertake to mark
permanently and preserve locations of local historical importance and
shall further all possible local historical endeavors.
Article III Membership and Dues
SECTION 1. Any interested person may become a member of this Society upon
application and payment of dues. All Officers, Directors and Committee
Chairpersons must be dues paying members of the Society during their
terms.
SECTION 2. Types of Membership: A. Annual 1. Student or Senior (65+) 2.
Individual 3. Family 4. Contributing 5. Corporate B. Life (per person)
SECTION 3. Honorary or Emeritus Member: The title of Honorary or
Emeritus member may he conferred for life upon a member with the
unanimous approval of the Executive Board. Such title shall carry with
it none of the obligations of the organization but shall entitle the
holder to all member privileges.
SECTION 4. Dues Year: Dues are payable on a calendar year basis. Notices
shall be sent in January of each year. Dues paid by new members joining
after the first of October shall be applied to the following year.
SECTION 5. Amounts of Dues: Dues may be increased or decreased from time
to time by the Executive Board as it deems necessary or desirable to the
best interests of the Society.
SECTION 6. Delinquent Member: Any member who is delinquent in dues for
two years shall be dropped from the Society's membership after being
informed that unless dues are paid, the membership will be dropped.
SECTION 7. Expulsion: Any member, including Officers, Directors and Committee
Chairpersons may be suspended or expelled by a two-thirds vote of the
entire membership of the Executive Board for any act or conduct which
the Board deems injurious to the interests or hostile to the objectives
of the Society. A representative of the Executive Board will give one
month's previous notice in writing to the member, together with a copy
of the charges and the opportunity of a hearing before the Executive
Board if the member desires.
Article IV Meetings
SECTION 1. General Membership Meetings: Shall be as many meetings of the
members of the Society as the Executive Board may deem desirable and
necessary to fulfill the purposes of the Society, but there shall be at
least one meeting of the general membership of the Society each year,
which shall be known as the "Annual Meeting" and shall be held during
the month of April on a date to be fixed by the Executive Board. Notice
of the time and place of all General Membership Meetings shall be mailed
to all members and given in a newspaper of general circulation in the
Township/Borough at least one week prior to the date of the meeting.
SECTION 2. Executive Board Meetings: Shall be called by the President
pursuant to the provisions of Article VII, Section 2, and held a minimum
of two times per calendar year. Only elected Officers and Directors are
entitled to vote.
SECTION 3. Annual Meeting: Shall be for the purpose of electing
Directors and Officers, as prescribed in Article V, receiving reports of
Officers and Committees, and for any other business that may arise.
Nominations shall be accepted from the floor during the meeting before
the election.
SECTION 4. Quorums: Ten members present at any General Membership
Meeting of the Society shall constitute a quorum. At any meeting of the
Executive Board, a majority of the number of the Executive Board shall
constitute a quorum. If a meeting called pursuant to Article IV, Section
5, or pursuant to Article VII, Section 3 is adjourned due to lack of a
quorum, the President, (or, in the absence of the President, the
presiding officer) may announce orally at the meeting the date of the
reconvened meeting without the requirement of additional written notice
of the next special meeting. Once a quorum is present for any meeting,
departure of members prior to formal adjournment shall not cause a
quorum to fail. With regard to General Membership Meetings and Executive
Board Meetings, except as noted elsewhere in these By-Laws, any matter
put to a vote shall be deemed to pass if approved by a majority of those
present. No proxies for those absent shall be permitted.
SECTION 5. Special Meetings: The President, or six members of the
Executive Board may, or upon the written request of ten members of the
Society, shall, call a special meeting of the General Membership of the
Society. The written request for and any notice of special meetings
shall state the purpose for which the special meeting is called. During
the special meeting only the written purpose shall be discussed. Notice
of any special meeting shall be mailed to all Society members at least
five days prior to the special meeting.
Article V Officers and Directors
SECTION 1. Officers: The Officers shall consist of a President, Vice
President, Immediate Past President, Corresponding Secretary, Recording
Secretary, and Treasurer. These Officers shall perform the duties
prescribed by these By-Laws, by the Executive Board and by the
parliamentary authority adopted by the Society. No Officer or Director
shall hold more than one office at any one time.
SECTION 2. Election of Officers: All Officers shall be elected to serve
for two years, or until their successors are elected. Their term of
office shall begin at the close of the Annual Meeting at which they are
elected. It is suggested that Officers be limited to three 2-year terms,
unless circumstances necessitate continuance of the Officer for the
benefit of the Society.
SECTION 3. Election of Directors: There are nine Directors. Three
Directors shall he nominated by the Nominating Committee each year to
serve a term of three years. It is suggested that Directors be limited
to two 3-year terms, unless circumstances necessitate continuance of the
Director for the benefit of the Society.
SECTION 4. Missed Meetings: Any member of the Executive Board who misses
three consecutive Executive Board Meetings without notifying the
President or Secretary prior to each meeting as to the reason for the
absence, shall be subject to removal by a two-thirds vote of the
Executive Board members. Prior to the vote the member shall be notified
by the President and given the opportunity to explain his/her reason for
the absences.
SECTION 5. Vacancies: In case of a vacancy in the office of any of the
Directors or Officers, except the President, the remaining Directors and
Officers shall appoint a member to fill the vacancy until the next
election. However, in case of a vacancy in the office of the President,
the Vice President shall fill the vacancy. If the Vice President is
unwilling or unable to fill the Presidency, the Executive Board shall
appoint one of its members to fill the office for the unexpired term.
Article VI Duties of Officers
SECTION 1. President: Shall preside over all meetings of the Society;
shall prepare a written agenda for the Executive Board meetings to be
distributed prior to the beginning of the meeting; shall appoint
committee chairpersons; shall represent the Society publicly; shall be
an ex-officio member of all committees and shall perform the functions
usually attributed to this office.
SECTION 2. Vice President: Shall be an ex-officio member of all
committees; and shall perform the duties of the President should the
President be absent or unable to perform. In absence of both the
President and Vice President, a majority of those present at an
Executive Board meeting shall choose a Chairperson pro tem to preside at
said meeting.
SECTION 3. Immediate Past President: Shall be an ex-officio member of
all committees and assist the President as requested.
SECTION 4. Corresponding Secretary: Shall obtain a current mailing list
from the Membership Chairperson in order to mail information to members;
send meeting announcements to Executive Board members; write letters of
condolence to spouses/family members of deceased members of the Society;
and write other letters as requested by the President.
SECTION 5. Recording Secretary: Shall be present at all meetings, keep
full and complete minutes, keep a record of attendance at Executive
Board meetings, and perform the other usual duties of the Recording
Secretary.
SECTION 6. Treasurer: Shall collect all fees, dues and other monies
payable to the Society. The Treasurer shall deposit all fees and dues to
the credit of the Society in such depositories or banks as the Executive
Board shall designate. The Treasurer shall pay all the bills of the
Society, which are submitted in writing; shall expend such funds as
directed by the Executive Board; shall keep true and correctly itemized
account of all monies so collected and disbursed, which shall be
reviewed annually. The Treasurer shall prepare and distribute financial
statements for each meeting of the Executive Board and for the Annual
Meeting. The Treasurer shall he a member of the Budget Committee. Any
checks written by the Society above $250 must have two of three
Officers' signatures, namely the President, Vice President or Treasurer.
Article VII The Executive Board
SECTION 1. The Directors, Officers, and non-voting Committee
Chairpersons of the Society shall constitute the Executive Board.
SECTION 2. The Executive Board shall have general supervision of the
affairs of the Society. It is subject to the rules of past practice and
these By-Laws. Executive Board meetings are called by the President or
upon request of three Executive Board members, who will state in
writing to all Executive Board members at least three days prior to the
meeting why they wish a meeting. All decisions shall be by majority vote
except as noted elsewhere in these By-Laws. Executive Board meetings
shall be held a minimum of twice a year. Notice shall be given at least
three days in advance to all Executive Board members and may be by
telephone or by any other reasonable means.
SECTION 3. Agenda at Executive Board Meetings shall be: 1. Call to Order
2. Pledge of Allegiance to the Flag 3. Additions/Corrections to the
Minutes 4. Treasurer's Report 5. Report(s) from the Officers 6. Reports
from Committee Chairpersons 7. Unfinished Business 8. New Business 9.
Announcements 10. Adjournment
Article VIII Committees
SECTION 1. At the Annual Meeting or within a reasonable time thereafter,
the President shall appoint the following committee chairpersons:
Budget, Education, Financial Review, Library, Membership, Nominating,
Program, Publications, Public Relations, and Strategic Planning.
SECTION 2. Budget Committee: An ad hoc Committee of at least two members
shall be appointed by the President after the first of January to
prepare the annual budget, which shall be presented in writing at the
Annual Meeting. The Treasurer shall be a member of this committee.
SECTION 3. Education Committee: A standing Committee which plans,
prepares and coordinates presentations and events for schools, service
clubs, civic associations and similar groups. The Education Committee
shall share information with the Program and Publications Committees.
SECTION 4. Financial Review Committee: An ad hoc Committee of at least two shall
be appointed by the President at the last meeting prior to the Annual
Meeting for the purposes of reviewing the Treasurer's accounts and
submitting a written report to the Annual Meeting.
SECTION 5. Library Committee: A standing Committee to catalogue,
maintain, and conserve the books, manuscripts, printed matter and
electronic media of all the collections of the Society. It shall record
information and send acknowledgment to donors of gifts to the Library.
SECTION 6. Membership Committee: A standing Committee to keep an
accurate record of members; send dues notices; inform delinquent members
of their status; supply accurate membership lists to the President and
Corresponding Secretary, and maintain an active program with assistance
from the Strategic Planning Committee to increase membership.
SECTION 7. Nominating Committee: An ad hoc Committee of three (including
the Immediate Past President) shall be appointed by the President at the
last meeting prior to the Annual Meeting. This committee shall nominate
candidates for offices to be voted upon at the Annual Meeting in the odd
years and for three Directors each year. If possible, nominees for
President and Vice President should be chosen from present or past
Directors/Committee Chairpersons. The list of nominees shall be sent to
the General Membership at least two weeks prior to the Annual Meeting.
SECTION 8. Program Committee: A standing Committee to arrange for
speakers, trips, walking tours, and similar activities and provide
refreshments. The Program Committee shall share program information with
the Publications and Public Relations Committees.
SECTION 9. Publications Committee: A standing Committee to oversee the
printing, publication and distribution of books, newsletters, pamphlets,
and other information by and about the Society. The Publications
Committee shall interact with the Program Committee.
SECTION 10. Public Relations Committee: A standing Committee to oversee
publicity related to the Society such as press releases, especially
assisting the Program Committee and the Publications Committee.
SECTION 11. Strategic Planning Committee: A standing Committee to
formulate business and financial plans for the Society; to raise revenue
through applications for grants; to develop plans to increase
membership; and to engage in activities consistent with the development
of the Society's mission.
Article IX Dissolution
In the event of the dissolution of this Society, all of the funds (after
the payment of debts), property, and historical collections shall go to
and vest to an IRS Code 501(c)(3) tax-exempt organization such as the Lower
Merion Library System or similar organization with a comparable mission selected by the remaining members of the Board of Directors.
Article X Parliamentary Authority
The rules contained in Robert's Rules of Order, Newly Revised shall
govern this Society in all cases to which they are applicable and in
which they are not inconsistent with these By-Laws.
Article XI Amendments to By-Laws
Authority to amend these By-Laws, as the Executive Board may from time
to time deem appropriate, is hereby vested in the Executive Board,
subject to the power of the members of the Society to change such action
if they so desire. An amendment shall not be adopted by the Executive
Board unless by a majority vote (being a majority of all voting members
of the Executive Board at the time of such vote, not merely a majority
of those present at a meeting) at two consecutive meetings of the
Executive Board. Notice of the adoption of any amendment to the By-Laws
by the Executive Board shall be in the next mailing to the general
membership. If, within six months after the adoption of an amendment to
these By-Laws, ten members of the general membership so request by
written request to the President, the President shall, pursuant to the
provisions of Article IV, Section 5, call and conduct a Special Meeting
to allow the general membership to consider the amendment. The
amendment, or any proposed revision thereto, shall be put to a vote and
shall be deemed to pass if approved by a majority of those present. In
the event that no alternative proposal shall achieve a majority, the
amendment passed by the Executive Board shall be deemed to be enacted.
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