To the Members of the Washington County Historical Society,

Please review the revisions made to the By-laws approved by the membership and Board of Directors in 2014. We will be holding a Special Meeting for members at 1:30 pm on Sunday, March 25, to vote on the new changes. Please join us to cast your vote and to enjoy the last concert in our Winter Concert Series, Jumpin’ Jazz with the Shepherd Jazz Combo.

 

THE BY-LAWS OF

THE WASHINGTON COUNTY HISTORICAL SOCIETY, INCORPORATED

            Preamble:  The by-laws (By-laws) are adopted pursuant to the authority granted by the Articles of Incorporation of the Washington County Historical Society, Incorporated (the “Society”) dated August 31, 1911, which were approved by the Honorable Martin L. Keedy, one of the Judges of the Fourth Judicial Circuit on 14 September 1911 and which is recorded in Corporate Liber 2, folio 229, one of the corporate records maintained by the Clerk of the Circuit Court of Washington County (the “Articles”).  The Articles were thereafter amended by (1) Articles of Amendment dated 16 March 1967 (the “First Amendment”)) which were approved by the State Department of Assessments and Taxation (“SDAT”) on 27 March 1967 and which are recorded on Film Liber 2590, folio 278, one of the records maintained by SDAT; (2) Articles  of Amendment dated 27 October 1983 (the “Second Amendment”) which were approved by SDAT on 7 November 1983 and which are recorded in Film Liber 2617, folio 3661, another of the records maintained by SDAT; and (3) Articles of Amendment dated 19 November 1988 (the “Third Amendment”) which were approved by SDAT on November 22 1988 and which are recorded in Film Liber 3079, folio 1679, another of the records maintained by SDAT.  The Articles, the First Amendment, the Second Amendment and the Third Amendment are collectively called thereafter the “Amended Articles”.

ARTICLE I

Name

The Washington County Historical Society, Incorporated (the “Society”) shall be “The Washington County Historical Society, Incorporated.”

ARTICLE II

Mission

The mission of the Washington County Historical Society, Incorporated shall be to develop interest in and preserve the history of Washington County, Maryland. In fulfilling its mission, the Society shall preserve and operate the Miller House Museum and its collection of archives and artifacts, as well as kinship, the Society’s Family Heritage Research Center.

ARTICLE III

Office

            Section 1.  Principal Office.   The principal office of the Society shall be 135 West Washington Street, Hagerstown, MD  21740.

Section 2.  Other Offices.  The Society may also have an office or offices in such other place or places as the Board of Directors as hereafter defined may select from time to time.

ARTICLES IV

Members

Any person or organization qualifying under a membership category as established by the Board of Directors may be a member of the Society upon payment of dues.

Section 1.  The Society’s membership shall be divided into two classes:  Active and Honorary.

Section 2.  Individual active members in good standing shall have the right to vote, hold office, and to participate in the Society’s activities.

Section 3.  Life members of the Society are also Active members.  No new Life memberships shall be granted in the Society.

Section 4.  Honorary memberships may be awarded to individuals who have made a significant contribution to the attainment of the Society’s mission and goals.  This recognition shall be conferred by a majority of the Board of Directors.

Section 5.  Annual dues for all categories of membership shall be established by the Board of Directors.

Section 6.  Members in arrears for more than one year, after having been first notified, shall be dropped from membership.

ARTICLE V

Board of Directors

            Section 1.  Number.  The Society shall be governed by a Board of Directors consisting of at least ten (10) members, a majority of whom shall constitute a quorum.

Section 2.  Term of Office.  The Board of Directors shall serve from July 1 through June 30.

Section 3. Responsibilities. All board members shall be members of the Society. The Board shall ensure prudent and lawful use of the Society’s assets; provide oversight for all activities that advance the Society’s effectiveness and sustainability; and make decisions in the best interest of the Society.

Section 4.  Staggered Terms.  Members of the Board of Directors will serve a three (3) year term.  Director can be nominated for a second term, but he or she shall not be eligible to serve more than two (2) consecutive terms.  However, appointment to fill an unexpired term will not be considered a term for determining eligibility.

Section 5.  Nominations.  Nominations for new Board members will be made by the existing Board members, and/or by the members at large with the consent of the nominee.

Section 6.  Vacancy.   In the case of a vacancy occurring during a director’s term, the Board shall have the power to fill the vacancy.

Section 7.  Renominations.  After having been off the Board of Directors for one full year, a former director may be eligible for renomination on the same basis as any member in good standing.

ARTICLE VI

Officers

            Section 1.  The Officers.  At the last meeting of the directors, immediately before the beginning of the fiscal year, the Board of Directors shall elect from its membership a President, a Vice President, a Secretary and a Treasurer, who shall hold office until their successors shall have been elected and qualified.  The Executive Committee will consist of the elected officers, the immediate past president and the Executive Director, who shall participate without vote.  The Committee shall meet upon call of the President to take action when needed between regular meetings of the Board.  Its actions shall be submitted for ratification at the next regular meeting of the Board.  Other individuals may be invited to attend meetings of the Executive Committee at the discretion of the President.

Section 2.  The President.   The President shall (a) serve no more than two consecutive one-year terms; (b) preside at all meetings of the Society; (c) appoint the Chairs of all committees, including special committees which may be authorized, from time to time, by the Board of Directors and (d) perform such duties as may be pertinent to the office.  Upon leaving active service in office, the President shall serve for one year as immediate Past President on the Board of Directors and the Executive Committee.

Section 3.  The Vice President.  The Vice President shall perform the duties of the President in his or her absence and such other duties as may be assigned from time to time by the Board of Directors. The Vice President shall serve as Chair of the Program Committee.

Section 4.  The Secretary.  The Secretary shall be responsible for keeping the records of Board actions, including oversight of the taking of the minutes at all Board meetings and shall perform such other duties as shall be pertinent to the office.

Section 5.  The Treasurer.  The Treasurer shall be the custodian of all funds of the Society, shall oversee such expenditures as may be authorized by the Board of Directors and provide a report of the financial accounts at each Board meeting.

Section 6. The Executive Director.  The Executive Director (ED) shall be hired by the Board of Directors to administer the day to day operation of the Society in accordance with the policies and directions of the Board. The Executive Director shall ensure the preparation and dissemination to the membership and others as appropriate of an annual “State of the Society” report.

ARTICLE VII

Committees

            Section 1.  The President, at the first meeting of the Board of Directors after his or her election, shall appoint the Chairs of the following committees, who shall appoint additional members from the general membership to each of the following standing committees.  New committees can be added at the discretion of the Board.  Committees can be placed on inactive status.

1. Collections Committee. The Collections Committee shall be responsible for the care and storage of the Society’s Collections, both on site and those on loan, and recommend items determined suitable for accessioning and de-accessioning.  The Committee shall work closely with staff to develop policies for care and cataloging and with the Exhibit Committee to create new exhibits that highlight the vast collection.
2. Program Committee.  The Program Committee shall be responsible for working with Society staff to develop programs to promote public knowledge of, and interest in, the history of Washington County.
3. Finance Committee. The Finance Committee shall be responsible for preparing the annual budget, overseeing the payment of bills and recording of receipts and expenses, ensuring proper segregation of duties, preparing periodic financial reports to the Board, managing the organization’s investment portfolios and working with a CPA on the annual financial statements and submission of financial forms and reports to various government bodies.
4. Development Committee. The Development Committee shall be responsible for providing leadership in seeking necessary resources from corporate partners, major donors, and fundraising campaigns. All- Board members shall serve as ex officio members of the Development Committee.
5. Garden/Grounds Committee. The Garden/Grounds Committee shall be responsible with overseeing the maintenance, development and redevelopment of the Miller House Garden. This includes coordination of both paid and volunteer efforts, short and long-range planning and promulgation of garden use policy for Board consideration.
6. kinship Committee. The kinship Committee shall support the operation, maintenance and promotion of kinship, the Society’s Family Heritage Research Center.
7. Membership Committee. The Membership Committee shall monitor membership records and develop initiatives and activities to maintain and increase the Society’s membership.
8. Marketing Committee. The Marketing Committee shall work with and assist the Executive Director and other committees to develop materials and plan publicity for programs, events and activities.
9. Events Committee. The Events Committee shall develop the annual calendar of events and   work to see that events are executed on schedule and on budget.
10. Nominating Committee. The Nominating Committee shall, at the January meeting, submit a report of nominees to serve as members of the Board of Directors.

ARTICLE VIII

Meetings

             Section 1.  Annual Meeting   An annual meeting of the Society’s members shall be held at such date and time as shall be designated by the President.  Members shall be notified at least 10 days prior to the meeting.

Section 2. Special Meetings.  Special meetings may be called at any time by the President, by the written request of three directors or by the written request of 25 members.  Notice of such special meetings shall state the purpose of the meeting and no other business may be acted upon at such a meeting.

1. The quorum for the annual meeting or any special meeting shall be 25 active members.
2. All matters coming before the members shall be passed by a simple majority of those members present and eligible to vote.

Section 3.  Board of Directors.

1. Regular Meetings. The Board of Directors of the Society shall meet not less than six (6) times each year at such time and place as may be designated by the President.  The date, time and place of each meeting shall be given to each director.
2. Special Meetings. Special meetings may be called at any time by the President or at the written request of three directors.  Notice of such special meeting shall state the purpose of the meeting and no other business matters may be acted upon at such a meeting.
3. A Director who fails to attend three consecutive meetings without good and sufficient reason shall be dropped from the Board. The Executive Committee shall determine whether good and sufficient cause has been established.
4. Removal of Directors. Any Director may be removed by the Board whenever, in the Board’s judgement, the best interest of the Society will be served.
5. The quorum for any regular or special meeting shall be a majority of the directors.
6. All matters coming before the directors shall be passed by a simple majority of those present and voting.
7. Electronic Participation. Directors may participate in Board meetings and vote on matters discussed therein, by means of electronic communications equipment that allows all persons participating in such meeting to fully participate.
8. Action without a Meeting. Any time-sensitive action required or permitted to be taken at a meeting of the Board may be initiated without a meeting if a majority of the members of the Board consent through electronic means to the action being taken.

ARTICLE IX

Financial

Section 1.  The fiscal year of the Society shall begin on July I and end on June 30

                      Section 2.  The accounts of the Society are to be audited if required by state regulation.

Section 3.  An up-to-date report of the Society’s finances as of the end of the preceding fiscal year shall be made available to the membership.

ARTICLE X

Miscellaneous

         Section 1.  Amendments.  The By-laws may be amended by the affirmative vote of two-thirds of the Board of Directors provided the proposed amendment has been submitted to the Board of Directors and reviewed by the membership of the Society at least one month prior to the date of said vote.

CERTIFICATION

These Bylaws as amended were approved at a meeting of the Board of Directors on January 25, 2018.