Constitution & Bylaws
Constitution & Bylaws of the Athens Historical Society, Inc.
Revised January 2017
Article I. NAME
The name of this organization shall be Athens Historical Society, Inc., located in Athens-Clarke County, Georgia.
Article II. OBJECTIVES
The purposes of the Athens Historical Society as specified in the Articles of Incorporation are:
1. To discover, collect and preserve all materials, especially original and source materials, pertaining to the history of Athens, Clarke County, adjacent counties and related areas.
2. To disseminate this knowledge for the enlightenment of our citizenry through preparing, editing and publishing historical materials descriptive of Athens and related areas, or sponsoring programs and activities of historical interest.
3. To promote historical research.
4. To promote preservation and perpetuation of historic sites.
5. To bring together those interested in the history of these areas.
6. To promote and stimulate public interest in and appreciation of the history of Athens and related areas and to develop in every way an understanding of their historic past.
7. Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law. Notwithstanding any other provision of these articles, the purposes for which the Athens Historical Society is organized are exclusively religious, charitable, scientific, literary, and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
Article III. MEMBERSHIP
Section 1. Qualifications.
a. Any person, partnership, association, corporation, or other organization may become a member of this organization upon payment of the dues stipulated for the classification of membership for which the applicant applies. By becoming a member, individuals, corporations, or other organizations agree to adhere to the objectives of the objectives of the organization and these bylaws.
b. Membership shall terminate automatically for non-payment of dues ninety days following the date on which payment is due. Memberships terminated for nonpayment of dues shall be reinstated as of the date payment is made.
Section 2. Classification and Dues.
Membership classifications and dues for each class shall be set by the board of directors.
Section 3. Voting and Privileges.
Each member shall be entitled to one vote on each issue presented at all meetings of the membership and shall be entitled to such benefits and privileges as shall be set forth in the regulations and proceedings of the organization.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Composition of the Board.
a. The total number of members on the board of directors shall be no fewer than ten, and no more than fifteen. A change in the number of directors may be made by resolution at an annual meeting of the members, or at a special meeting of the members called and noticed for that purpose, but no reduction in the number of directors shall shorten the term of any director then in office.
b. Elections to the board shall be in accordance with the provisions of Article VII of these bylaws.
Section 2. Powers of the Board.
The board of directors shall have the power to conduct the affairs of this organization and to delegate such authority as is not otherwise set forth in these bylaws. This includes, but is not limited to, the appointment of standing or special committees as are deemed necessary for the efficient operation of the organization; the approval and authorization of the expenditures of the organization; the hiring and termination of employment of staff members and consultants; entering into contracts on behalf of the organization; and the creation and implementation of policies governing the property of the organization.
Section 3. Duties of the Board.
a. At the annual meeting of the members, the board of directors shall make a report of its actions of the previous year and recommendations for the coming year.
b. The board of directors shall adopt and enforce policies for the operation of the organization and for dealing with conflicts of interest for board members, officers, and staff members of the organization.
c. Directors shall adhere to the meeting requirements established at or before commencement of the director’s term and may be removed by action of the board of directors for failure to adhere to those attendance requirements.
ARTICLE V. Officers
Section 1. Classification of Officers.
a. The principal officers shall be a president, vice-president, secretary, and treasurer, and such officers shall perform the duties traditional to their offices and in conformity to state statute and these bylaws and may assume such other duties as the board may request, among which may be the chairmanship of special or permanent committees. However, no two principal offices may be merged with the exception of secretary and treasurer.
b. Other officers such as archivist or historian may be elected or appointed as the board of directors may determine.
Section 2. Removal; Vacancy.
a. Any elected or appointed officer may be removed, with or without cause, by vote of the directors then in office.
b. Upon the death, resignation, or removal from office of any elected or appointed officer, the vacancy created may be filled by the board of directors until the next annual meeting of members, at which time any remainder of the unexpired term shall be filled by election by the membership.
Section 3. Duties.
a. Duties of President. The principal duties of the president shall be to preside at all meetings of the membership, board and the executive committee and, except when another officer is authorized to do so, to sign all documents which call for execution on behalf of the organization. The president may establish ad hoc committees and shall appoint the chairperson of all committees, which may include directors, officers, or regular members of the organization.
b. Duties of Vice-President. The vice-president shall undertake any special assignments given him or her by the president or the board. During the absence or disability of the president, the vice-president shall carry out the duties of the president to the extent determined by the board. Following the resignation, removal from office, or death of the president, the vice-president shall assume that office.
c. Duties of Secretary. The secretary shall ensure that appropriate records are kept of meetings of the organization, the board, and all of its committees and undertake any special assignments given him or her by the president or the board. The secretary shall be the custodian of all corporate records of the organization, including such fiscal records, or copies thereof, as originate or are filed with the organization.
d. Duties of Treasurer. The treasurer shall ensure that all financial assets and income of the organization are fully accounted for and that all of its disbursements are authorized and made consistent with law, board policies, or the specific requirements of a particular fund. The treasurer shall be responsible to the board in matters of financial policy and shall make reports at each board meeting.
e. Other Duties. The officers shall perform such additional or different duties as may from time to time be prescribed by law or required by the board.
f. All officers and directors shall familiarize themselves with these bylaws and the articles of incorporation upon their election or appointment, and it shall be the duty of the secretary to ensure the distribution of such copies to the individuals involved.
ARTICLE VI. ELECTIONS
Section 1. Directors.
Terms of board members. Directors shall be nominated in accordance with the provisions of Article VI, Section 2 of these bylaws. All directors shall be elected by the members at the annual meeting of members. A director’s term commences at the adjournment of the annual meeting of members at which the director is elected, and lasts for two (2) years, or until the director’s successor is elected and qualified. The terms of directors shall be staggered.
Section 2. Officers.
The Nominating Committee. Every year the president shall appoint a nominating committee of three (3) or more voting members to nominate members for election to the board of directors. The president, or the president’s designee, shall provide a written notice either in print or electronic form at least fourteen days in advance of the annual meeting which is readily accessible to all the organization’s members. Such a notice will notify the organization’s membership of the intent to elect directors at the annual meeting.
ARTICLE VII. MEETINGS
Section 1. Meetings of the Board of Directors.
a. The board of directors shall meet as necessary to conduct the business of the organization, but a least four times per year. Meetings of the board may be called by the president or by any three members of the board, and each director shall be notified in person, by mail, or by email as to the time and place of such meeting.
b. A simple majority of the sitting board of directors present and eligible to vote shall constitute a quorum at any meeting of the board
Section 2. Meetings of the Membership.
a. The date of the annual meeting shall be set by the board of directors in the first quarter of each year. Notice of the meeting will be at least fourteen days in advance of the meeting.
b. Special meetings of the membership may be called by the president on the instruction of the board of directors. When a special meeting of the members is called, each member shall be notified in person, by mail or by email as to the time and place and purpose of the meeting at least fourteen days in advance of the meeting.
c. Twenty members shall constitute at quorum at any annual, regular, or special meeting of the membership.
ARTICLE VIII. DISSOLUTION
In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding sections of any prior or future Internal Revenue Code, or to the federal, state or local government for exclusive public purposes.
ARTICLE IX. AMENDMENTS
These bylaws may be amended by a two-thirds vote of members present at any regular meeting or special meeting called for the purpose, provided the amendment is either submitted in writing (in print or electronic form) to the membership fourteen days prior to the meeting or presented for an announced open discussion at the meeting prior to the one set for action on the amendment.