ARTICLE I: NAME
ARTICLE II: OFFICES
ARTICLE III: PURPOSES
ARTICLE IV: MEMBERS
ARTICLE V: MEETING OF MEMBERS
ARTICLE VI: BOARD OF DIRECTORS
ARTICLE VII: OFFICERS
ARTICLE VIII: ELECTION PROCEDURES
ARTICLE IX: EXECUTION OF INSTRUMENTS AND FUNDS
ARTICLE X: FISCAL YEAR
ARTICLE XI: AMENDMENT OF BYLAWS & ARTICLES OF INCORPORATION
ARTICLE XII: LIMITATIONS AND DISSOLUTION
ARTICLE XIII: ROLES, PROCEDURE, AND POLICY DOCUMENT
Bylaws of
Union City Historical Museum
A California Non-Profit Public Benefit Corporation
ARTICLE I: NAME
The name of this corporation shall be "Union City Historical Museum".
ARTICLE II: OFFICES
Section 1: Principal Office
The principal office of the corporation for the transaction of its business is located in Union City, Alameda County, California.
ARTICLE III: PURPOSES
The primary objectives and purposes of this corporation shall be:
To promote the pubic awareness of the history of Union City
To preserve the historical buildings in Union City
To lobby and advocate the needs of this organization to any appropriate legislative body.
To display historical materials, artifacts, and books on Union City
5) To raise funds to advance and promote the purpose of this organization.
ARTICLE IV: MEMBERS
Section 1: Determination and Rights of Members
Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions.
Section 2: Qualifications of Members
Any person who subscribes to the objectives and purposes of this corporation as specified in the Articles of Incorporation and Bylaws is qualified to become a member of this corporation.
Section 3: Admission of Members
Applicants shall be admitted to membership upon the receipt of membership dues.
Section 4: Dues and Assessments
(a) The annual dues payable to the corporation by members shall be in such amount as may be determined from time to time by resolution of the Board of Directors.
(b) Dues may be lowered or waived at the discretion of the Board of Directors.
Section 5: Number of Members
There is no limit on the number of members of the corporation.
Section 6: Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 7: Nonstransferability of Membership
No member may transfer for value a membership or any right arising therefrom. All rights of membership cease upon the member's death or termination of membership as herein
provided.
Section 8: Termination of Membership
(a) Grounds for Termination: The membership of a member shall terminate upon the occurrence of any of the following events:
(1) Upon his or her notice of such termination delivered to the President or Secretary personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
(2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests and purposes of the corporation.
(3) Upon a failure to renew his or her membership by paying dues on or before their due date such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member's receipt of the written notification of delinquency.
(b) Procedure for Terminated: Following the determination that a member should be terminated under subparagraph (a)(2) of this section, the following procedure shall be implemented:
(1) A notice shall be sent to the member, setting forth the termination and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the termination.
(2) The member being terminated shall be given an opportunity to be heard, either orally or in writing, at the hearing to be held not less than five (5) days before the effective date of the proposed termination. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed termination shall state the date, time, and place of the hearing on his or her proposed evaluation.
Following the hearing, the Board of Directors shall decide whether or not the member should in fact be terminated, suspended, or sanctioned in some other way. The decision of the Board shall be final.
Section 9: Membership Roster / Database
A roster of the members of the corporation shall be kept by a person appointed by the Board.. Termination of the membership of any member shall be recorded in the book/database, together with the date of termination of such membership. The membership roster shall always be available to all members.
ARTICLE V: MEETING OF MEMBERS
Section 1: Place of Meetings
Meetings of members shall be held at the principal office of the corporation or at such other place or places within the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 2: Annual, General, and other Meetings
The members shall meet annually for the purpose of electing Directors and transacting other business as may come before the meeting. This annual meeting of members for the purpose of electing Directors shall be deemed an annual general meeting and any reference in these Bylaws to annual general meetings of members refers to this annual meeting. This annual meeting will be held between April and June, as determined by the Board of Directors. Other meetings of the members may be held from time to time as may be determined by the Board of Directors.
Section 3: Special Meetings of Members
Persons Who May Call Special Meetings of Members: Special meetings of the members shall be called by the Board of Directors or the President. In addition, special meetings of the members for the purpose of the removal of Directors and election of their replacement, and/or other business, may be called by five percent of the current membership.
Section 4: Notice of Meetings
(a) Time of Notice: Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the President, Vice President, or Secretary not less than ten (10) nor more than thirty (30) days before the date of the meeting to each; provided, however, that if notice is given by mail, that notice shall be postmarked at least twelve (12) days before the meeting.
(b) Notice of Meetings Called by Members: If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail to the President, Vice President or the Secretary. The officer receiving the request shall promptly cause notice to be given to the members that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than ten (10) nor more than thirty (30) days after the receipt of the request for the meeting by the officer. If the notice is not given within fifteen (15) days after the receipt of the request, persons calling the meeting may give the notice themselves.
Section 5: Quorum for Meetings
A quorum shall consist of those members attending a specific meeting, with a a majority of board members, and at least 5 members. The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.
Section 6: Majority Action as Membership Action
Every act or decision done or made by a majority of members present at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of this corporation, or these Bylaws require a greater number.
Section 7: Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote or by raising of hands, unless, determined otherwise by a majority of the members present at the meeting.
Section 8: Conduct of Meetings
Meetings of members shall be presided over by the President. If the President is not present, then the Vice President shall preside.
ARTICLE VI: BOARD OF DIRECTORS
Section 1: Number
The Board of Directors shall consist of the Officers (President, Vice President, Treasurer, and Secretary) and 11 members. The content of the Board of Directors may be changed by amendment of these Bylaws, or by repeal of these Bylaws, as provided in these Bylaws. The Past President shall sit on the Board of Directors as a non-voting members.
Section 2: Election and Term
Directors shall be elected at the Annual General Meeting in accordance with the provisions of Article 8. Directors shall serve for a term of 2 years. There is no limitation on the number of terms a Director shall serve. Director positions shall have alternating terms (6 directors electable 1 year, 5 directors the next year). During the first term, 6 director positions will be for 2 years and 5 positions for 1 year (to create the alternating terms).
Section 3: Powers
(a) Subject to the provisions of the California Non-profit Public Benefit Corporation law and any limitation in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
(b) The power to interpret the Articles of Incorporation and the Bylaws of the Corporation shall rest with the Board of Directors.
Section 4: Duties
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers and agents of the corporation.
(c) Meet at such times and places as required by these Bylaws.
Register their addresses with the Secretary of the corporation, and notices of meetings mailed to them at such addresses shall be valid notices thereof.
Section 5: Place of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within the State of California which has been designated from time to time by resolution of the Board of Directors.
Section 6: Regular and Annual Meetings
Regular meetings of Directors shall be held at least once every quarter, but may be more frequent depending upon the corporation needs. The Directors shall decide on a meeting schedule. All meetings will be open to all members and the general public.
Section 7: Special Meetings
Special meeting of the Board of Directors may be called by the President, or by a majority of directors, and such meetings shall be held at the place, within the State of California, designated by the person or persons calling the meeting, and in the absence of such designated, at the principal office of the corporation.
Section 8: Notice of Meetings
Special meetings of the Board of Directors shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone.
Section 9: Waiver of Notice and Consent to holding Meetings
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present.
Section 10: Quorum for Meetings
A quorum shall consist of a majority of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board of Directors at any meeting at which a quorum is not present.
Section 11: Majority Action as Board Action
Every act or decision done or made by a majority of the Directors present at the meeting duly held at which a quorum is present is the act of the Board of Directors, unless the
Articles of Incorporation or Bylaws of this corporation, or provisions of the California Non-profit Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board of Directors.
Section 12: Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President or, in his or her absence, by the Vice President. Robert’s Rules of Order, Revised, shall be used in the conduct of the meetings.
Section 13: Removal
Directors may be removed by a majority of the general membership, at any general membership meeting where a quorum (as defined in Article V, Section 5) is present. Written notice must be given to all members of the time and place of the meeting.
Section 14: Resignation
Any Director may resign effective upon giving written notice to the President, Vice President, or Secretary.
Section 15: Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased. Vacancies on the Board may be filled by a majority of the Board of Directors, then in office, subject to the approval of the members at the next regular meeting.
Section 16: Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
ARTICLE VII: OFFICERS
Section 1: Number of Officers
The Officers of this corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. No one person my hold more than one officer position. The Past President (the person who last held the office of President) shall be a non-voting officer position.
Section 2: Qualification, Election, and Term of Office
Any member may serve as Officer of this corporation. Elections shall be held as stipulated in Article 8. Officers shall hold office for a term of one (1) year. Officers may be elected to more than one term in office. The Past President is a non-elected position.
Section 3: Removal
Officers may be removed by a majority of the general membership, at any general membership meeting where a quorum is present. Written notice must be given to all members of the time and place of the meeting. The Past President may not be removed.
Section 4: Resignation
Any Officer may resign effective upon giving written notice to the President, Vice President, or Secretary. The Past President may resign, but the position is not considered vacant.
Section 5: Vacancies
Officer vacancies shall exist (1) on the death, resignation or removal of any officer. Officer vacancies may be filled by a majority of the Board of Directors then in office, subject to the approval of the members at the next regular meeting.
Section 6: Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. He or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which are authorized by the Board of Directors. The President may only use the title "President" when conducting business of the corporation.
Section 7: Duties of Vice-President
In the absence of the President, or in the event of his or her inability to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors, or as may be assigned by the President. The Vice President may only use the title "Vice President" when conducting business of the corporation.
Section 8: Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original or a copy of the Articles of Incorporation and of the Bylaws as amended or otherwise altered to date; See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; Be custodian of the records. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. The Secretary may only use the title "Secretary" when conducting business of the corporation.
Section 9: Duties of Treasurer
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds", the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever; Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements; Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses; Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; Report to the Board, or the general assembly of membership as required; In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. The Treasurer may only use the title "Treasurer" when conducting business of the corporation.
Section 10: Duties of the Past President
The Past President shall serve as a non-voting officer, assisting the current officers with his/her past experience and expertise.
Section 11: Officer Monthly Meetings
The officers will meet monthly, and possibly more frequent, to discuss and conduct museum business as they are authorized by the Board of Directors. These meetings do not need to be announced to the general membership, but all officers must be informed. At these meetings the officers shall not conduct business as the Board of Directors.
ARTICLE VIII: ELECTION PROCEDURES
Section 1:
A nominating committee of three, selected and appointed by the Board of Directors, shall prepare a slate of candidates for membership on the Board of Directors and Officers. Nominations shall also be taken from the floor.
Section 2:
Election shall be by a simple majority of the members voting or a plurality in case of three or more candidates.
ARTICLE IX: EXECUTION OF INSTRUMENTS AND FUNDS
Section 1:
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Board members have the authority to approve expenditures up to $20. Expenditures from $21 to $100 are to be approved by the President and Treasurer. Expenditures from $101 to $250 are to be approved by the President, Vice President and Treasurer. Expenditures greater than $250 are to be approved by the Board of Directors.
Section 2:
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by Law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and the President.
Section 3:
The Board of Directors shall appoint an Auditor, who is not a member, to audit the corporation books after the end of the fiscal year. The results of the audit will be reported at the next Board of Directors meeting and be made available for all members.
ARTICLE X: FISCAL YEAR
Section 1:
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XI: AMENDMENT OF BYLAWS & ARTICLES OF INCORPORATION
Section 1:
Subject to any provision of law applicable to the amendment of the Bylaws of public benefit non-profit corporation, these Bylaws may be altered, amended, or repealed as follows:
(a) Any proposal to amend the Bylaws shall be introduced in writing by at least twenty percent (20%) of the membership or a majority of the Board of Directors.
The Amendment shall be adopted by a two-third’s (2/3) vote of all voting members at a general membership (annual or special) meeting, where a quorum (as defined by Article V, Section 5) is present.
ARTICLE XII: LIMITATIONS AND DISSOLUTION
Section 1:
No part of the net earnings of this corporation shall ever inure to, or for the benefit of, or be distributable to its members, officers, or other private persons, except that the corporation may be empowered to pay reimbursement for necessary out of pocket expenses incurred in furtherance of the exempt purposes for which it was formed. All officers, Directors, and members shall serve without compensation for services. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501( c)(3) of the Internal Revenue Code of 1954.
Section 2:
Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to the Union City Library, an instrumentality of the government of Alameda County, California.
ARTICLE XIII: ROLES, PROCEDURE, AND POLICY DOCUMENT
Section 1:
The Board of Directors shall draft and approve the Roles, Procedure, and Policy document that covers the operating details of the Museum.
Section 2: Roles
The Roles described in the document shall be the roles of Museum staff positions, such as Newsletter Editor, Webmaster, Head Docent, etc. The number of these positions may change. The positions are voluntary and approved by the Board of Directors and may be held by any member.
Section 3: Procedures
The Procedures are the daily operating procedures of the Museum, such as Opening and Closing procedures, Library Procedures, etc. The number and content of the procedures may change. These procedures are approved by the Board of Directors, but small changes are allowed by Officers as needed or necessitated by a change in the Museum.
Section 4: Policies
The Policies are any documents or statements that need to be stated as a matter of policy for the Museum. The number of these policies can vary and are approved by the Board of Directors.
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