Bylaws of Preservation Idaho
(Idaho Historic Preservation Council, INC.)
NAME AND LOCATION
Section 1. Name: The name of this organization shall be the Idaho Historic Preservation Council, Inc. (hereinafter referred to as the “Association”). The organization may also be known as Preservation Idaho.
Section 2. Location: The principal office of the Association shall be located in Boise, Idaho, but may be changed from place to place upon vote of the Board of Directors.
Section 1. Affiliation: This Association is not affiliated with any other association or entity.
Section 2. Specific Objectives: The objectives of the Association shall be to serve its members and the general public and to promote general welfare, by performing, inter alia, the following:
To bring together persons and entities interested in the preservation of districts, sites, and structures of historic and architectural interest in Idaho;
To promote public interest in, and support for, historic preservation;
To gather information relative to endangered districts, sites, and structures;
To carry on educational programs, acquisition programs, or any other programs which will further the preservation of historic districts, sites, and structures in Idaho;
To acquire title and hold title to such real and personal property as may be necessary or desirable to carry out its purpose, and to manage and operate any real or personal property given and/or devised to, or acquired to, or acquired by the corporation;
To sell, convey, dispose of, or exchange both real or personal property; and
To do any and all things convenient and incidental to the purposes of the Association.
Section 1. Qualification: The initial and primary qualification for membership in this Association shall be payment of proper membership fee, as set by the Board from time to time. The Association may impose such additional qualifications as are consistent with the law and with the purposes of the Association.
Section 2. Honorary Membership: Honorary membership may be conferred upon persons, and may be terminated, within the sole discretion of the Board of Directors of the Association (hereinafter referred to as the “Board”).
Section 3. Application for Membership: All applicants for membership shall complete the form of application provided by the Association.
Section 4. Removal: Members may be removed from membership for cause by the Association only after the member complained against has been advised in writing of the complaint lodged against him and has been given reasonable opportunity for defense.
Section 5. Resignation: Any member may resign by filing a written resignation with this Association.
Section 6. Voting and Eligibility: Voting shall be by secret ballot, and no member may cast more than one ballot. Ballots will be recognized if received in acceptable form (electronic secret ballot). Proxies shall not be allowed. Any regular member of this Association shall be eligible to hold office.
Section 1. Board of Directors: The government of this Association shall be vested in a Board of Directors of not less than seven (7) members, consisting of: the Officers of the Association plus at least three at-large members to be appointed by the officers annually.
Section 2. Duties of Board: The Board is responsible for overall policy and direction of the organization and delegates responsibility of day-to-day operations to the staff and committees. Funds of the Association may be withdrawn from the bank(s) with which they are on deposit by signatures of an Officer designated by the Board. The Association’s hired accountant will oversee, confirms, and finalize all bank account deposits and withdrawals. Additionally, the Board receives no compensation other than reasonable expenses, unless otherwise approved by majority Board vote.
Section 3. Election of the Board: During the last quarter of each calendar year, the Board of Directors shall elect Directors to replace those whose terms expire at the end of the calendar year. The Board shall also advise on nominations to fill any vacancies which may occur on the Board of Directors from time to time. Any regular member of this Association shall be eligible to hold office.
Section 4. Election Procedures: New Directors shall be elected by a majority vote of Directors via in person, email, or conference call.
Section 5. Vacancies: Vacancies on the Board shall be filled by appointment by the President, subject to approval by the majority of the Board. The Director so elected shall hold office only to fill the remainder of the term in question.
Section 6. Resignation, termination, and absences: Resignations from the Board must be in writing and received by the Secretary. Any member of the Board who misses two (2) consecutive meetings, except for good cause shown, shall be automatically removed from office by the Board of Directors. Any Director may be removed for other reasons by a majority vote of the remaining Directors.
Section 1. Annual Meeting: The Association shall hold at minimum one (1) meeting annually. The Annual Meeting shall be held at such a place and on such dates as may be determined by the Board.
Section 2. Special Meetings: Special meetings of the Association may be called by the Board at any time, or by the President upon receipt of a written request by eleven (11) or more members (or two-thirds of the active membership, if less) within three (3) days after filing such request. The business to be transacted at special meetings shall be stated specifically in the notice thereof, and no other business may be considered.
Section 3. Notice of Meetings: Written or electronic notice of meeting of the Association shall be mailed/emailed to the last known address of each member no less than ten (10) days before the date of the meeting. Such notice may be included as part of a newsletter, magazine, or other publication.
Section 4. Voting: At all regular meetings of the Association, each member shall have one vote, and may take part and vote in person. Ballots will be recognized if received in acceptable form (electronic secret ballot) prior to the election.
Section 5. Quorum of Members: At an annual or special meeting of members, a quorum shall consist of those members present at said meeting, provided that no less than ten (10) members (or two-thirds of the active membership, if less) are present.
Section 6. Cancellation of Meetings: The Board may cancel an annual or special meeting for cause; such a meeting shall, however, be rescheduled within a reasonable time.
Section 7. Rules of Order: The meetings and proceedings of this Association shall be regulated and controlled according to ROBERT’S RULES OF ORDER (revised) for parliamentary procedure, except as may be otherwise provided by these Bylaws.
MEETINGS OF MEMBERS
Section 1. Authority and Responsibility: The governing body of this Association shall be the Board. The Board shall have supervision, control, and direction of the affairs of this Association, its officers, its committees and its publications, shall determine its policies or changes therein, and shall actively carry out its objectives and supervise the disbursement of funds.
Section 2. Meetings: Regular meetings of the Board shall be held a minimum of 6 times per year. At all such meeting of the Board, a majority of the Directors shall constitute a quorum. Business may be transacted at Board meetings (except as provided in Section 7 of this article). Minutes shall be kept of each meeting and shall be filed with the organizational records and provided to all Board members.
Section 3. Special Meetings: Special meetings may be called by the President, or on written request of four members of the Board. A special meeting must be preceded by at least 2 days’ notice to each Director of the date, time and place, but not the purpose of the meeting. At all such meetings of the Board, a majority of the directors shall constitute a quorum.
Section 4. Attendance: If any member of the Board shall fail to attend two (2) consecutive regular Board meetings without satisfactory cause, or is not otherwise actively participating in the Board’s affairs, the Board may, after written communication with such members, declare the position vacant and proceed to fill such vacancy.
Section 5. Terms: The Board member shall be elected by the majority vote of the Board of Directors for 3 year terms. Directors shall hold office until their respective successors are elected and take office. No Director may serve more than four (4) consecutive terms (totaling 12 years).
Section 6. Rules of Order: ROBERT’S RULES OF ORDER (Revised) shall be used in the general conduct of business that comes before the Board, except as otherwise specifically provided in these Bylaws.
Section 7. Action by Directors Without Meeting: Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consent is made in writing, or electronically, setting forth the action so taken and communicated by a majority of all Directors.
BOARD OF DIRECTORS
Section 1. Officers: The Officers of the Association shall be the President, Vice President, Secretary and Treasurer. No two offices may be held by the same person.
Section 2. Election and Term of Office: The Officers shall be elected by a majority vote of the Board of Directors for one three-year term and may serve up to 3 consecutive terms (totaling 9 years). The Directors may fill any vacancy, resignation, or successors within a reasonable period of time.
Section 3. President: The President shall be the chief executive officer of the Association. She/he shall preside over all meeting (except as provided in Section 4 of this Article). She/he shall have general and active management responsibilities of the business of the Association and shall see that all orders and resolutions of the Board are carried into effect. She/he shall have the general power and duties of supervision and management usually vested in the office of the president of a corporation. Any Officer may be the signatory on contracts (except as provided in Section 5 of this Article).
Section 4. Vice-President: The Vice President shall, in the absence of the President, serve as acting President. She/he shall serve as an ex-officio voting member of all standing and special committees of the Association. The Vice-President may normally accede to the office of President upon the completion of the President’s term of office.
Section 5. Secretary: The Secretary shall give notice of, and whenever possible attend, all meetings of the membership and the Board, and shall preserve the books of the Association true and complete minutes of the proceedings of all such meetings. She/he shall keep a register of the post office addresses of all members, and in general perform all duties which may be delegated to her/him by the Board or by the President. The Secretary may sign in the absence of the President on behalf of the Association, any contracts or agreements authorized by the Board of Directors.
Section 6. Treasurer: The Treasurer shall be responsible for the collection of dues, shall keep the books of the Association, shall disburse funds at the direction of the Board, and shall be responsible for the timely filing of tax returns. The Treasurer shall provide an annual financial statement to the Board and such periodic statements as may be requested by the President or the Board.
POWERS AND DUTIES OF OFFICERS
Section 1. Committee formation: The Board of Directors may designate or appoint, or authorize the President to designate or appoint, one or more committees, each of which shall consist of one or more Directors. The President approves all committee chairs. Non-Board members may serve on committees.
Section 2. Executive Committee: The four (4) officers serve as members of the Executive Committee. Other Directors may be appointed by the Board. Except for the power to amend the Article of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board.
Section 3. Finance Committee: The Board of Directors must approve the budget and all expenditures must be within the budget. Any major change within the annual budget must be approved by the Board or Executive Committee. The fiscal year is based on the calendar year, beginning January 1 through December 31. Annual financial reports are required to be submitted to the Board showing income, expenditures, and pending income. Interim reports shall be distributed to the Board and staff on a quarterly basis. The financial records of the Association are public information and shall be made available to Board members and the public.
Section 1. Part-time Staff: Any part-time staff is to be hired by the Board. Staff will undertake the day-to-day responsibilities of the Association, including carrying out goals and policies. The Staff will attend Board meetings when requested by the President, report on the progress of the organization, answer questions by the Board members and carry out the duties described in the job description and/or contract. The Board may designate other duties as necessary.
Section 2. Full-time Staff: Any full-time staff is to be hired by the Board. Staff will undertake day-to-day responsibilities for the Association, including carrying out goals and policies. The Staff will attend all Board meetings, report on the progress of the organization, answer questions by the Board members and carry out duties described in the job description and/or contract. The Board may designate other duties as necessary.
Section 1. Limitations: No part of the earnings or income, if any, of the Association shall inure to the benefit of any member or other person. No substantial part of the activities of the Association shall be to carry on political or lobbying activities, or to otherwise attempt to influence legislation, nor shall the Association participate in, or intervene in, any political campaign, including the publishing or distributing of statements, on behalf of any candidate for public office.
Section 2. Dissolution: In the event of the dissolution of this Association, to the extent allowed under applicable law, after paying or adequately providing for the debts and obligations of the Association, all assets of the Association shall be distributed to a nonprofit fund, foundation or corporation which has established its tax exempt status under §501(c)(3) et seq. Of the Internal Revenue Code of 1954, as amended. In the event that, for any reason, upon the dissolution of this Association, the Board of Directors of the Association shall fail to act in a manner therein provided within a reasonable time, any court of competent jurisdiction, upon application by any interested person or entity, may make distributions as herein provided of said assets. In any and all events, all legitimate debts and obligations of the Association shall be paid or otherwise disposed of prior to distribution of such assets.
STATEMENT OF POLICIES
AMENDMENTS AND INTERPRET
Section 1. Amendments: These Bylaws may be amended by a two-thirds vote of the Members voting via a secret ballot issued either in writing or electronically. Written notice of the proposed action must be given to each member of the Association at his or her last known address and/or email address, at least ten (10) days prior to such voting action. No amendment shall be made which would disqualify the Association of nonprofit statute pursuant to Section 501 (c)(3) et seq., Internal Revenue Code of 1954, as amended, including all regulations and other provisions relating thereto.
Section 2. Interpretation: The use of any gender herein shall include all genders and these Bylaws shall be interpreted accordingly. The singular shall include the plural and the plural the singular. These Bylaws shall be interpreted pursuant to the laws of the State of Idaho, and especially the terms of the Idaho Nonprofit Corporation Act, Idaho Code 30-301, et seq.
THE UNDERSIGNED, the Directors and Secretary of the Association, do hereby certify that the foregoing Bylaws were regularly adopted at the annual meeting of the members of the Association, held on February 2, 2017, by a % OF VOTE thereof, and adopted at a meeting of the Board of Directors of the Association on FEBRUARY 4, 2017 as shown by the following assets and signatures.
In agreement, but not present:
John Bertram, Vice President
Holly Funk, Board Member
Aric Spence, Board Member
Renee Magee, Board Member
Jamee Fiore, Board Member
Paula Bensen, President
Frank Eld, Treasurer
Steve Trout, Secretary
Stephanie Clarkson, Board Member