CONSTITUTION and BY-LAWS
Section 1. The name of the Society shall be the “Jefferson County Historical Society”.
Section 1. The Society has been organized for the purpose of collecting and preserving books, papers, records, writings, relics, etc., relating particularly to the History of Jefferson County and partly to that of West Virginia.
Section 2. The Society has been organized to be non-profit. The Society shall not issue shares of stock, nor make distribution of dividends.
Section 1. Annual Members: Any person over sixteen (16) years of age interested in the history of Jefferson County may become a member of this society upon payment of annual dues.
Section 2. Life Members: Any person who makes a contribution of funds, personal or real property, or material of a historical nature, which in the opinion of the Board of Directors will be of substantial benefit to the Society, may, if so determined by the Board, be granted lifetime membership in the Society, with rights and privileges of an annual member and shall be exempt from payment of annual dues.
Section 1. Annual dues, established by the Board of Directors, shall be required for active membership in the Society. Annual dues shall not be required of Life Members.
Section 2. Any member, except Life Members, failing to pay the annual dues on or before the annual meeting in the spring, automatically is suspended from membership, but may be reinstated upon payment of annual dues for the current year.
Section 1. All authority and decision making of the Society shall rest with the Board of Directors, which members shall be elected as hereinafter provided. No money shall be expended, no assets of the Society shall be transferred, nor shall any contract obligating the Society be executed in absence of a resolution or directive duly approved by the Board of Directors authorizing such expenditure, transfer, or execution of such contract. Provided, however, that any action taken by any officer or committee shall be deemed approved by the Board of Directors if said action is fairly and reasonably implied by the Board’s adoption of the annual budget or other broad directive or resolution and are within the parameters of the approval given by the Board.
Section 2. The Board of Directors shall consist of not more than fifteen persons. They shall be elected by a majority vote of members present at the annual meeting held in May. The Board shall be elected for three years on a rotating basis with up to five members being elected at each annual meeting. When a member of the Board has served two consecutive three-year terms, that person shall not be eligible for re-election for a period of one year.
Section 3. The officers of the Society shall be a President, a Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer, a Curator, and such other officials as may be determined by the Board of Directors. Officers of the Society shall be elected by the Board of Directors at the first meeting following the annual meeting. Such officers shall hold office for a period of one year or until their successors have been elected. All officers shall be members of the Board of Directors.
Section 4. A member of the Board of Directors may resign from the position by delivering written notice to the Board, the President, or to the Society. Any vacancies in office, occurring other than by expiration of terms, shall be filled by the Board of Directors.
Section 5. There shall be no compensation for members of the Board of Directors, except that reimbursement may be provided for authorized expenses incurred in conducting the Society’s business.
Section 6. Members of the Board of Directors have a duty of good faith and a duty to act in a manner reasonably believed to be in the best interests of the Society.
Section 1. The affairs of the Society shall be managed by a Board of Directors, subject to the provisions of the Constitution and By-laws. The membership, unless specifically authorized by this Constitution and the By-Laws, shall not have any authority to manage or direct the Society in the conducting of Society business, which management and direction is specifically reserved to the Board of Directors.
Section 2. All appropriations of the funds of the Society shall be made by the Board of Directors, unless otherwise ordered by a majority vote of the Society.
Section 3. There shall be an Executive Committee consisting of the President as chairperson, the Vice President, the Treasurer, the Chairperson of the Publications Committee, and such other members of the Board of Directors as the President deems appropriate, total number of members not to exceed six. This committee would be advisory in nature and would assist the President in routine matters. It is responsible to, and answers to the Board of Directors.
Section 4. There shall be a Publications Committee selected by the President, with the approval of the Board of Directors. The Publications Committee shall be responsible for the publication and distribution of the annual Magazine of the Society, and such other publications the Board shall approve.
Section 5. The President may appoint such other standing committees as deemed necessary, subject to approval of the executive committee All committees are to consist of at least two (2) Directors.
Section 1. There shall be an annual meeting of the Society in the spring each year for the election of directors and such other business as may be presented; and another stated meeting in the fall.
Section 2. The date, time, and location of the annual meeting and other stated meetings shall be provided in written notice mailed to each member at least fourteen (14) days prior to the date of the meeting.
Section 3. The President may call a special meeting of the Society at any time, and upon request of five (5) percent of the members entitled to vote, shall call such special meetings. A special meeting of the Society shall be preceded by at least fifteen (15) days written notice mailed to each member, showing the date, time, location, and purpose of the special meeting. No business not stated in the written notice shall be transacted at such special meetings.
Section 4. At any meeting of the Society the presence of ten (10) members shall constitute a quorum for the transaction of business.
Section 5. The Board of Directors shall report on its actions to the membership at each membership meeting. The membership may make non-binding recommendations for action to the Board.
Section 1. This Constitution and the By-laws may be amended by a majority vote of the members present at any stated meeting after notice of the proposed amendment shall have been given at a previous stated meeting.
Section 1. The President shall preside at all meetings of the Society and of the Board of Directors, appoint all committees and define their duties. In his absence, the Vice-President shall preside, and in the absence of both, the Society shall select its presiding officer for the particular meeting from among the directors present.
Section 1. At each stated meeting of the Society the order of business shall be as follows:
Section 1. The Vice-President shall perform the duties of President in the President’s absence. In addition thereto, the Vice-President shall likewise serve as the assistant to the President and assume such duties and responsibilities as may be assigned by the President. Whenever there is a vacancy in the Office of President, the Vice-President shall assume all the duties and responsibilities of President until a new President is elected as herein provided.
The Recording Secretary
Section 1. The Recording Secretary shall keep a “Record and Minute Book” of the Society, in which he shall transcribe in order: (a) the Constitution and By-Laws of the Society, and (b) the record or minutes of the proceedings of all meetings of the Society, after approval, (c) a complete list of all members of the society and the status of their membership in conjunction with the Treasurer, and of all things a record thereof shall be ordered by the Society.
Section 2. He shall notify the officers and all members of committees of their election or appointment; shall cause notices to be given to the county newspapers of all meetings, and in the case of a called meeting shall give a brief note of the object of the meeting.
Section 3. As soon as convenient after he shall have recorded or minuted a meeting, he shall turn over to the Curator the originals of all letters, petitions, memorials, addresses, papers, or other materials proper to be preserved for the Society.
Section 1. The Corresponding Secretary shall have charge of the correspondence with individuals, or other societies or institutions, relating to the business (excluding fiscal matters) or purpose of this Society; and after he shall have reported the same to the Society, for action thereon if necessary, he shall turn over to the Curator the originals of the letters, books, documents, writings and other materials received.
Section 1. The Curator shall appoint an assistant, if he deems the same needed, and he and his assistant shall have care and charge of all books, papers, records, writings, and relics, the property of the Society.
Section 2. He, and his assistant, shall receive and arrange in the manner and method and places most suitable for their preservation and convenient examination, all books, papers, records, writings, relics, maps, plans, letters and documents of all kinds, or copies thereof, purchased by or donated to the Society.
Section 3. The Curator shall be held responsible to the Society for the care and safe custody of all its said properties whether purchased, donated or loaned, and no person shall be permitted to take any item or article of its properties except under the circumstances and conditions prescribed by the Board of Directors.
Section 4. The Curator shall keep a book to be called “The Catalogue of the Society”, in which he shall record, under separate and distinctive headings a list of all the books, papers, records, writings, relics, letters, maps, and documents of historical character, showing opposite each article the name of the donor, or from whom purchased, date of acquisition, and where it may be found for examination.
Section 5. At each stated meeting the Curator shall report books, papers, records, writings, relics, and other items acquired by the Society since its last stated meeting.
Section 1. The Treasurer shall be the fiscal officer with duties and responsibilities customary to such office, including receipt and, on order of the Board of Directors, disbursement of all funds, recording accurately all transactions, and reporting at least annually to the Board and at the annual Membership Meetings the financial condition of the Society.
Section 2. Such fiscal records shall at any time be open for inspection by any member of the Board of Directors. Members of the Society are entitled to inspect, during regular business hours, the Society’s books and records upon five (5) days written notice.
Section 3. Fiscal records shall be retained for at least three (3) years.
Section 4. The Treasurer’s accounts shall be audited annually by a committee of three members appointed by the President. At the discretion of the Board, the Treasurer may be bonded at the expense of the Society.
Section 5. The Treasurer shall maintain a current list of Annual and Life Members of the Society.
Section 1. The Board of Directors shall be an executive committee, having general management of the affairs of the Society, and they shall meet at least four (4) times annually, at a place and time designated by the Board for such meetings. A majority of Directors present shall constitute a quorum for the transaction of business. If a quorum of Directors is present when a vote is taken, the affirmative vote of a majority of those present is sufficient for the transaction of business unless the Constitution and By-Laws specifically require a greater number.
Section 2. All meetings of the Board of Directors shall be open to the membership and to the public; provided, however, that the Board may go into executive session for any of the reasons permitted by law, upon motion therefore setting forth such reason(s) and the concurrence thereto by a simple majority of the Board members in attendance at such meeting.
Section 3. The Board of Directors shall consider and determine what books, papers, records writings, relics, and other historical materials shall be purchased or accepted by the Society.
Section 4. No asset of historical value purchased or accepted by the Society may be disposed of without an affirmative vote by a majority of the Society’s members entitled to vote. Prior to a vote by the Society’s membership, the Board of Directors shall adopt a resolution recommending such disposition.
Section 6. Special meetings of the Board of Directors may be called by the President, Vice-President, or by any two (2) members of the Board with a minimum of seventy-two (72) hours written notice of such special meeting being given to each Board member. Such written notice shall specify: the purpose of such meeting; the time and location of such meeting, the authorized officer or Board members calling such meeting. At any such special Board meeting, the agenda shall be limited to those matters specified in the notice and no action shall be taken with regard to any matter not specified in such notice. Any special meeting held in absence of the requirements of this section, and any action taken therein beyond the authority granted hereunder, shall be void and without effect.
Section 1. The annual dues of a member, except Life Members, shall be payable on or before the annual meeting in the spring.
Section 1. In addition to the stated meetings in May and November, special meetings, preferably on a day of historical significance to the County, may be held, at which the attendance of the public, and especially of the teachers and advanced pupils of the public schools shall be solicited.
Section 2. At the stated meetings in May and November it shall be arranged that one or more addresses shall be delivered, or papers read, upon subjects relating to the history of Jefferson County or special features of the history of West Virginia and of a character, if possible, as may lead to a deeper interest in the purposes of the Society.
Section 2. Other Provisions. Each person who was or is a party or is threatened to be made a party to or is involved (including, without limitation, as a witness or deponent) in any civil, criminal, administrative, investigative, or otherwise in nature (a “Proceeding”), by reason of the fact that he or she, or an estate for which he or she is the administrator or executor or a person for whom he or she is legal representative, is or was a Director or Officer of the Society or is serving at the written request of the Society's Board of Directors, president or their delegate as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action or omission in an official capacity as a trustee, officer, employee or agent or in any other capacity, shall be indemnified and held harmless, by the Society to the fullest extent authorized by law, including but not limited to the Code of West Virginia of 1931, as amended and as the same may hereafter be amended (but, in the case of any such broader indemnification rights than permitted prior to such amendment) against all expenses, liabilities, and loss (including, without limitation, attorney’s fees and disbursements, judgments, fines, ERISA or other similar or dissimilar excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith; provided, however, that the Society shall indemnify any such person seeking indemnity in connection with Proceeding (or any part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Society; provided further that the Society shall not indemnify any person for civil money penalties or other matters, to the extent such indemnification is specifically not permissible pursuant to federal or state statute or regulation, or order or rule or regulatory agency of the federal or state government with authority to enter, make, or promulgate such order or rule; and further provided that the Society shall not indemnify any such person for liability for any action taken or any failure to take any action, as a trustee for (a) receipt of a financial benefit to which he or she is not entitled; (b) an intentional infliction of harm on the Society; (c) a violation of W. Va. Code @ 31E-8-833 regarding unlawful distribution; or (d) an intentional violation of criminal law. Such right shall include the right to be paid by the Society expenses, including, without limitation, attorneys’ fees and disbursements incurred in defending or participating in any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made only upon delivery to the Society of an undertaking, by or on behalf of such trustee or officer, in which such trustee or officer agrees to repay all amounts so advanced if it should be ultimately determined that such person is not entitled to be indemnified under this section or otherwise. The termination of any Proceeding by judgment, order, settlement or conviction, or upon plea of nolo contendereor its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Society, or that such person did have reasonable cause to believe that his or her conduct was unlawful.
If a claim under this section is not paid in full by the Society within 30 days after a written claim therefore has been received by the Society, the claimant may at any time thereafter bring suit against the Society to recover the unpaid amount of the claim and, if successful, in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other that an action brought to enforce a claim for expenses incurred in defending or participating in any Proceeding in advance of its final disposition where the required undertaking has been tendered to the Society) that the claimant has not met the standards of conduct which make it permissible under the applicable law for the Society to Indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Society.
Neither the failure of the Society (including its Board of Directors or independent legal counsel) to have a determination prior to commencement of such action that indemnification or reimbursement of the claimant is permitted in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the Society (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
The right to be indemnified or to the reimbursement or advancement of expenses pursuant hereto (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if provisions hereof were set forth in a separate written contract between the Society and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.
Any director or officer of the Society serving in any capacity, (i) another corporation of which five percent or more of the shares entitled to vote or five percent of the available votes in the election of its trustees is held by the Society, or (ii) any employee benefit plan of the Society or of any corporation referred to in clause (i), shall be deemed to be doing so at the request of the Society.
The rights conferred on any person hereunder shall not be exclusive of and shall be in addition to any other right which such person may have or may hereafter acquire under any statute, provision of the Articles of Incorporation of the society, these by-laws, agreement, vote of it disinterested directors or otherwise.
Section 3. Insurance. The corporation may purchase and maintain insurance, at its expense, to protect itself and any directors, officer, employee, or agent of the Society or another corporation, partnership, joint venture, trust, or other enterprise against such expense, liability or loss, whether or not the society would have the power to indemnify such person against such expense, liability, or loss under West Virginia lam.
Section 1. Each and provision of these By-Laws is hereby declared to be joint and several; invalidation of any provision herein by a court of competent jurisdiction shall not affect the remaining enforceable provisions which shall continue in full force and effect without regard to the passage so invalidated.
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