Bylaws

CLEARWATER HISTORICAL SOCIETY, INC. BY-LAWS
Amended 6/1/2015
ARTICLE I
NAME
The name of this Florida 501 (c) (3) non-profit corporation shall be the Clearwater Historical Society, Inc., hereinafter referred to as the Society.
ARTICLE II
PURPOSE
The purpose of the Society shall be to provide for the preservation of the history of Clearwater, Florida and the Greater Clearwater area. The Society, therefore, will aid in the recovery and preservation of artifacts, relics, documents and historic sites. The Society will seek to fulfill the needs of scholars and the public for historical archives, exhibits and programs. This shall be accomplished by serving as the unifying body for historical organizations and by providing services to those organizations as well as to museums and other educational institutions. The Society will provide historical education to its members and the public. This shall be provided for through educational, cultural, social programs and projects. The Society shall maintain and preserve properties and structures as deemed appropriate and approved by the Board of Directors.
ARTICLE III
MEMBERSHIP
There shall be nine (9) classes of membership in the Society (See Attachment No. 1 for amounts/dues which are determined by the Board of Directors) which shall include:

1. Individual Members who pay annual Individual Member dues. They shall be eligible to vote at the general meeting and hold office.

2. Family Members who pay annual Family Member dues. Each adult member of the family over 18 years of age shall be eligible to vote and hold office.

3. Student Members shall be persons who are under eighteen (18) years of age who pay annual Student Member dues. Student Members are not eligible to vote or hold office. On their eighteenth birthday, Student Members may become Individual Members with their payment of Individual Member dues, and shall thereafter have all Individual Member privileges.

4. Contributing Members are Individual Members who voluntarily pay annual Contributing Member dues to the Society, and shall be recognized as Contributing Members on the membership rolls of the Society. Contributing Members are eligible to vote at the general meeting and to hold office.

5. Corporate Members shall include businesses and companies, either for profit or non-profit, who annually donate as a Corporate Member, or make an annual in-kind goods and materials contribution in a like amount to the Society, and shall be recognized as Corporate Members on the membership rolls of the Society. One designated representative of each Corporate Member shall be eligible to vote in behalf of the Corporate Member at general meetings of the Society.

6. Life Members shall include those persons who have paid Life Member dues to the Society and are thereafter exempt from the payment of annual dues. Life Members are eligible to vote at the general meeting and may hold office.

7. Patron Members are those persons who contribute as a Patron Member to the Society. Patron Members shall automatically be considered Life Members and shall be afforded all Life Member privileges.

8. Benefactor Members are those persons who contribute at the Benefactor Member level of the Society. Benefactor Members shall automatically be considered Life Members and shall be afforded all Life Member privileges.

9. Honorary Members shall include those persons elected by a majority of the Board of Directors in recognition of the outstanding service they have rendered to the Society. Honorary Members are eligible to vote at general meetings but may not hold office and are exempt from paying annual dues. A Certificate of Honorary Membership shall be prepared and presented to new Honorary Members at the annual meeting in November.

ARTICLE IV
BOARD OF DIRECTORS, OFFICERS AND EXECUTIVE COMMITTEE
Section 1. The Board of Directors shall be composed of well-respected citizens who reside in the Greater Clearwater area, are members of the Society, have a general knowledge of the Society’s mission and goals, and have an interest In the Society by furthering such mission and goals.
The Board of Directors shall be comprised of four (4) Officers, sixteen Directors and the immediate Past President, total of twenty-one (21).
A majority of the Board of Directors (11 members) may appoint additional ad hoc committees, the chairpersons of which do not have to be Board members.
A majority of the Board of Directors may, for good reason, remove members of the Board of Directors from office.
Section 2. The officers shall be President, Vice President, Secretary, and Treasurer. The chief duties of each of the Officers shall be as follows:
1. President. The President shall preside at all meetings of the Society and shall be an ex-  officio member of all committees except the Nominating Committee. The President, with the Treasurer, shall execute all contracts and obligations authorized by the Board. The President may call special meetings of the Board or of the membership stating the purpose of the meeting in the call; shall represent the Society at outside meetings unless this duty is delegated to another individual approved by the Board; shall continue as a member of the Board until the election of the next President; within three weeks after the election shall, with the advice and consent of the Board, appoint committee members desired by the Board or Chairpersons thereof and, if necessary and/or requested, to assist such committees in their work; shall appoint other committees as needed during the year.
2. Vice President. The Vice President shall assist the President by performing those duties assigned by the President or the Board and shall perform the duties of the President in the absence of the President. Upon the resignation, death or removal of the President from office, the Vice President shall succeed to and serve in that office until a President is elected.
3. Secretary. The Secretary shall have charge of the permanent records of the meetings, correspondence and business records of the Society; shall keep all minutes of the Board meetings and attendance of Board members; notify Board members of Board meetings in a manner prescribed by the Board; and shall perform such other duties as the Board may direct with the help of an assistant or a committee if desired.
4. Treasurer. The Treasurer shall have the custody of the funds of the Society, keep the funds in such depository as the Board may direct, pay all Society’s bills which have been approved by the Board; present a statement of receipts and disbursements at each Board meeting; and render a statement at the annual meeting properly attested; shall with the help of the Membership Director; keep an accurate list of paid and delinquent members. If the Board requires the Treasurer to be bonded, such bond shall be obtained from a responsible guarantee company selected by the Board and the expense for such bond shall be defrayed by the Society.
Society files and records of each Officer shall be turned over in an orderly condition and timely manner at the end of the term to the successor Officer.
Section 3. The Executive Committee shall be composed of the four Officers, the immediate Past President and two (2) Board members selected by the President, one of whom shall be the Program Director.
A. The Executive committee shall have the power to act for the Board of Directors between Board meetings and in case of any emergency situation. All such actions shall be presented to the full Board for ratification at the next Board meeting.
B. Meetings of the Executive Committee shall be held at the call of the President or at the request of three (3) members of the Executive Committee.
C. The quorum required for Executive Committee meetings shall be a majority of its members (4 members).
Section 4. The office of any Board Member who fails to attend three (3) successive Board meetings, unless for good reason, may, by a majority vote (11 members) of the Board of Directors, be declared vacant. If the offices of President and/or Vice President become vacant, the Board of Directors shall elect a President and/or Vice President from its members who shall serve until the next annual meeting.
Section 5. The Board of Directors may, by a two-thirds majority vote (14 members), approve the fiscal year budget and amend the adopted budget if it becomes necessary during the year, and shall give its reason(s) to the members at the next annual meeting.
ARTICLE V
COMMITTEES
Section 1. A Board of Directors member shall chair one of each of the following standing committees: Budget, Membership, Public Relations, Artifacts and Documents, Museum, Historical Research, Program, Fund Raising, and Homestead. At the first regular meeting of each Committee, the Committee members shall elect a Vice Chair of the Committee who shall perform the duties assigned by the Chair and present, in the absence of the Chair, the Committee’s report at the monthly meeting of the Board of Directors.
Section 2. The mission, duties and responsibilities of the standing committees (See Attachment No. 2) shall be updated and submitted in written form by the Chair of each committee and presented to the Board of Directors for approval within sixty (60) days from the annual meeting in November. Upon such approval they shall be included in the Society’s Policy and Procedure Manual.
ARTICLE VI
DUES
Section 1. Dues are to be paid annually in November. A member shall be dropped from membership if such member’s annual dues have not been paid within twelve (12) months after the annual meeting in November. Such member shall be reinstated upon the Treasurers receipt of the member’s dues.
Section 2. The Society’s dues structure (See Attachment No. 1 for the schedule of Amounts/Dues) shall be approved and may be amended by a simple majority (11 members) vote of the Board of Directors.
Section 3. The fiscal and membership years shall commence on November 1 and run through October 31.
ARTICLE VII
MEETINGS
Section 1. The annual meeting of the Society shall be held in November of each year. The main purpose of the annual meeting shall be to elect the Officers and members of the Board of Directors, hear the President’s annual report and to transact any other business of the Society as determined by the Board of Directors. The elected Officers and Board of Directors will serve through the next annual meeting.
Section 2. At least one other membership meeting shall be held during the year in addition to the November annual meeting. The number and dates of such membership meetings shall be determined by the Board of Directors.
Section 3. Special meetings of the membership may be called at the written request of five (5) members. The purpose of the meeting being stated in the call. Section 4. The Board of Directors shall hold at least four (4) meetings a year, the dates to be determined at the Board of Directors at the first meeting after the annual November meeting. A special meeting of the Board of Directors may be called by the President or at the written request of three (3) Board members. The purpose of the meeting shall be stated in the call.
ARTICLE VIII
QUORUM
Section I. A simple majority of the general members of the Society who are present at any regular, special or annual meeting of the Society shall constitute a quorum.
Section 2. Eleven (11) members of the Board of Director shall constitute a quorum at any Board meeting.
ARTICLE IX
NOMINATIONS AND ELECTIONS
Section 1. Five (5) months prior to the November annual meeting (June), the Board of Directors shall appoint a Nominating Committee consisting of three members of the Board of Directors. The President shall choose a Chairperson from among the three members. The Nominating Committee shall compile a slate of Officers and other members of the Board of Directors that shall include the most immediate Past President. The slate shall be presented at the September Board of Directors meeting.
Section 2. One month (1) before the annual meeting in November, such slate shall be published in the Society’s Newsletter, and/or posted at the Society’s meeting location and the Plumb House Museum, and filed with the Secretary so as to be open for inspection by the members.
Section 3. The slate shall be read by a representative of the Nominating Committee at the November annual meeting. After such reading any member may nominate a candidate from the floor, provided the prior consent of such candidate has been secured. Voice vote by the majority of the members present will elect. Where there is a contest for an office, the election shall be by secret ballot.
Section 4. The new Officers and Board of Directors members shall take office at the close of the November annual meeting.
ARTICLE X
AMENDMENTS TO BYLAWS
The Bylaws may be amended by a majority vote of the Board of Directors (11) at any special or regular Board of Directors meeting provided one month (1) notice has been given by publishing in the Society’s Newsletter and/or posting at the Society’s meeting place and the Plumb House Museum, and notification filed with the Secretary so as to be open for inspection by the Board.
ARTICLE XI
NON-DISCRIMINATION
The Society does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to hiring and firing of staff, selection of volunteers and vendor, and provision of services. The Society is committed to providing an inclusive and welcoming environment for all members, staff, clients, volunteers, contractors, subcontractors, vendors, guests and visitors.