*** Computerized reproduction of the hand-signed document as ratified June 8, 2010. ***
*** Original Master Document is in the Society's lockbox at UMB Milan. ***
Sullivan County Historical Society
Milan, Missouri
Bylaws as adopted June 8, 2010
Included by Reference: Articles and Certificate of Incorporation dated December 4, 1981
When ratified, this document replaces all previous Constitutions and Bylaws of the Society.
  1. Name and Location
    1. The name of this organization shall be the Sullivan County Historical Society, Inc., also refered to herein as the "Society".
    2. Locations are the two properties owned in Milan, Missouri.
      • Main Museum, 117 N. Water Street
      • Depot Museum, East 3rd Street
    3. There being no mail delivery to either address, the primary mailing address shall be in care of the current Secretary,
      such as "Sullivan County Historical Society, c/o Mary Jones, Secretary, etc., etc.".
    4. Other Board or Committee members may use similar addresses for specific purposes, such as purchasing or advertising.
  2. Memberships and Dues
    1. Admission to the museums is free.
    2. Society Memberships
      1. Dues are to be established by the Board and subject to revision at the start of a new Fiscal Year.
      2. To avoid increases, a member may pay up to 5 years' dues in advance.
      3. No refunds except in extraordinary circumstances.
    3. Categories of membership: (per each individual person) Annual dues paid for current calendar year.
      1. Child - Age 0-5 = Free Membership. May NOT vote or hold office. Under 12 must be accompanied by an adult.
      2. Student - Age 6-17 - Half-price Membership. May NOT vote or hold office.
      3. Regular - Age 18-64 - Full-price Membership. MAY vote and hold office.
      4. Senior - Age 65-89 - Half-price Membership. MAY vote and hold office.
      5. Emeritus - Age 90+ - Free Membership. MAY vote and hold office.
      6. Charter - MAY vote and hold office
        Permanent: no further dues. Only those listed on the original Charter document.
      7. Life - MAY vote and hold office
        Permanent: no further dues. No longer issued. All previous Life memberships will be honored.
      8. Honorary - may NOT vote or hold office.
        Can be for any term as designated by the Board. Presented by the Board in response to exemplary service to the organization.
      9. Sponsor - may NOT vote or hold office.
        Direct contributor of money, goods, or services of $100 or more per year. Entitled to ad space for that duration.
  3. Officers, Nominating Committee, Elections
    1. The Governing Body shall be the Executive Board, refered to herein as the "Board".
      1. President: Call and preside over meetings
      2. Vice-President: act in the stead of the President
      3. Secretary:
        • Keep timely minutes and other records of meetings and other actions of the Society
        • Arrange timely publication of minutes and other notices in the local newspaper
        • Process all incoming mail and forward as appropriate.
        • Arrange the publishing of any paid ads or notices.
      4. Treasurer:
        • Process all incoming funds and approved disbursals.
        • Follow accepted practices to keep full and accurate records of all assets in and out.
        • Maintain the Society's lockbox.
        • Process and maintain all memberships and distribute full membership rosters to all Board members.
        • Maintain list of all holders of Society keys.
      5. 3 Directors, with staggered terms (after initial reorganization, elect one 3-year Director each year)
    2. Nominations and Election
      1. Nominating Committee of 4 members shall be selected from the floor at the meeting prior to the November business meeting.
      2. Nominating Committee members may not have served in that capacity for at least one year.
      3. Nominations are to be presented and voted at the November business meeting, with the newly elected board taking office on January 1.
      4. Plurality of voting members elects.
      5. Presiding officer abstains except to break a tie vote.
    3. Terms, Resignations, Removals
      1. A Board Member may not hold the same office for more than three consecutive terms.
      2. Any Board Member may resign at any time upon formal written notice to the Board.
      3. Any Board Member who fails to attend three consecutive meetings without valid reason shall be considered as to have resigned.
      4. A Board Member may be removed from office upon a 75% affirmative vote of those members voting, after adequate notice and 30 days for defense.
      5. The remaining Board Members shall appoint a replacement to fill any vacancies.
    4. Nepotism & Conflict of Interest, Etc.
      1. No Board member may be related (closer than 2nd cousin) to another Board member.
      2. A Board member who is a member of a committee or other conflicting interest may express their opinions, but must abstain from any vote or decisions regarding those interests.
      3. No office in the Society may be held by any convicted felon.
  4. Finances & Properties
    1. The Society's operational (fiscal) year shall be January 1 thru December 31 of each year.
    2. Funds
      1. General Fund
      2. Monument Fund
    3. Monies: Operating funds shall be derived from
      1. Dues
      2. Donations
      3. Bequests
      4. Grants
      5. Fund-Raisers
    4. Record Books are subject to, but do not require, a professional audit upon changing of Board.
    5. Acquisitions
      1. Artifacts for the Museum may be acquired by Gift, Loan, or Purchase.
      2. The Aquisitions Book and the Physical Inventory shall be kept current, with the master books on premises and computer backup in the Society lockbox.
      3. A full physical inventory is to be taken every ten years, beginning in 2010.
    6. Insurance
      1. Liability Insurance
      2. Building Loss Fire Insurance
  5. Meetings
    1. Board Meetings - Monthly, at a time and place mutually agreeable to all board members.
      Quorum consists of a majority of the Board membership.
    2. Regular Membership Meeting - At least four times per year, at a time and place agreeable to the board and adequately publicised to the membership.
      Quorum to be determined by the presiding officer.
    3. Annual Business Meeting & Election - November. Quorum to be determined by the presiding officer.
    4. Special Meetings - As Needed, at a time and place agreeable to the board and adequately publicised to the membership.
    5. Sustaining Votes
      • Elections - plurality
      • Amendments to Articles or Bylaws - majority of returned ballots
      • Money Matters less than $1000 - Board may act
      • Money Matters over $1000 - majority of the voting membership
  6. Governing Authorities
    1. Applicable Laws
    2. Conditional Grants
    3. Articles of Incorporation
    4. Society Bylaws (this document)
    5. "Robert's Rules of Order" (latest edition)
  7. Affiliations, Certifications, etc. (including, but not limited to)
    1. National Register of Historic Places (NPS)
    2. IRS 501(c)3
    3. Missouri Secretary of State
    4. Missouri State Historical Society
    5. Chamber of Commerce
    6. Co. Development Committee
    7. Staff Development Courses/Workshops (encouraged, but not funded)
    8. Others?
  8. Committees and Appointments (including, but not limited to)
    1. Collections Manager (Maintains Acquisitions Book & computer files, oversees inventories, maintains exhibits)
    2. Genealogy Committee (separate board & finances & inventory)
    3. Nominating Committee (Ad Hoc) (Develops slate or ballot of candidates for office)
    4. Society Historian (maintains scrapbook of items related to the Society & museums.)
    5. Events Director (primarily for Old Timers Days)
    6. Buildings & Grounds Manager (responsible for all physical plant maintenance and operation)
    7. Docent & Volunteer Manager
    8. Media Relations/Publicity Manager
    9. Fund Raising Manager
  9. Ratification and Amendments
    1. Previously ratified bylaws remain in effect until replaced.
    2. Ratification of these bylaws shall be by a 3/4 affirmative vote of the membership.
      • Failed ratification shall be returned to the Board for revision and Re-voted at the next meeting.
    3. Amendments of these bylaws shall be by a 2/3 affirmative vote of the eligible membership.
      • Proposed amendments may be presented in writing at any meeting and voted at the following meeting.
      • An amendment that is voted down may not be re-introduced for one year.
    4. The Bylaws as ratified or amended shall be posted promptly on the Society website.
    5. Any member who requests it shall receive a printed copy of the Bylaws as ratified or amended.
Ratified, this 8th day of June, 2010, by unanimous vote of the members of the Board.

Signatures: We, the Board, approve the ratification of these Bylaws.

/s/ Bill Sterling, President

[vacant], Vice President

/s/ JoAnn Herzberg, Secretary

/s/ Kathie Clay, Treasurer

/s/ Marlene Todd, 1-year Director

/s/ Mary Courtney, 2-year Director

/s/ Samuel J. Cook, 3-year Director

Ratified, this 8th day of June, 2010, by a paper ballot vote of 6 AYE to 0 NAY,
which meets the specified two-thirds affirmative vote of those members voting, exclusive of the Board.

Signatures: We, the following, approve the ratification of these Bylaws.
(Quantity of signatures should be at least the number of AYE votes.)

/s/ Liz Sterling

/s/ Beverly Fields

/s/ Harvey L. Pearson

/s/ Vern Stottlemyre

/s/ Jaunita Hall

/s/ Betsy Champ

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________