BYLAWS

OF THE VANDERBURGH COUNTY HISTORICAL SOCIETY, INC.

(AS AMENDED January 2001)

ARTICLE I. PURPOSE

1.1 The purpose of the Vanderburgh County Historical Society, Inc. shall be to stimulate the study of the history of Evansville and Vanderburgh County, so that a better understanding of the county’s past may lead to a better understanding of its present.

In pursuit of this goal, the Society may actively engage in those activities for which provision is made in the Bylaws, including:

a. Encouragement of research that will investigate, recount and interpret the history of Vanderburgh County;

b. Establishment of the Vanderburgh County Historical Museum, at which materials relevant to the history of the area will be collected and displayed;

c. Encouragement of projects that will discover uncollected manuscripts, documents, photographs and other records, artifacts and memorabilia of the county’s past and see to their preservation in its Museum or in other appropriate local institutions;

d. Encouragement of projects which will create new or supplemental records of the past through oral history interviews or similar processes;

e. Commemoration of past events, places and personalities by the placement and preservation of appropriate markers within Vanderburgh County;

f. Dissemination of knowledge of and stimulation of interest in county history by regularly scheduled meetings, by publishing or making historical materials available to the newspapers, radio, television and other media, and by such other methods as the Society’s means may allow;

g. Seek to improve awareness of the county’s past among members of the general public, and in particular among children;

h. Cooperation with the officials of local schools, private and public, and at all levels of education, in the development of programs and curricula related to the history of the area;

i. Cooperation and/or participation with other historical, preservationalist, genealogical and patriotic groups whenever their activities are compatible with the objectives of the Society; and

j. Affiliation with the Indiana Historical Society, in order to foster the interrelationship of local and state historical activities.

ARTICLE II. MEMBERSHIP AND DUES

2.1 QUALIFICATION. Any person interested in the history of Vanderburgh County, Indiana, who makes application for any category of membership and who tenders the dues specified for such category shall qualify for membership.

2.2 CATEGORIES OF MEMBERSHIP. Membership shall fall into four categories, all of which shall have equal voting rights. These are defined as follows, and shall pay annual dues in not less than the amount set out in parentheses following the name of the category:

a. INDIVIDUAL ACTIVE MEMBERS (whose minimum fee is $15) shall include any persons interested in the purposes of the Society;

b. CONTRIBUTING MEMBERS (whose minimum fee is $25) and SUSTAINING MEMBERS (whose minimum fee is $100) shall include any persons, associations or corporations providing financial or other special support to the objectives of the Society;

c. HONORARY MEMBERS (No fee) shall be selected for outstanding service to the Society; and

d. LIFE MEMBERS (whose minimum fee is $1,000) shall qualify by payment of dues in installments or as a lump sum.

2.3 DISQUALIFICATION. Members who have not paid dues for any year by July 1 of such year shall be dropped from membership.

ARTICLE III. MEETINGS

3.1 THE ANNUAL MEETING shall be held, if possible, in November, on such date and at such time as may from year to year be determined by the Board of Directors.

3.2 REGULAR MEETINGS. The Society shall plan quarterly programs of interest to the membership.

3.3 SPECIAL MEMBERSHIP MEETINGS may be called by the President or by any twelve (12) members of the Society.

3.4 MEETINGS OF THE BOARD OF DIRECTORS shall include an organizational meeting held within thirty (30) days after the Annual Meeting, and not less than (5) additional meetings prior to the next Annual Meeting. It shall also meet upon the written call of the President.

3.5 QUORUM. Fifteen (15) of the active members of the Society shall constitute a quorum for membership meetings. Five (5) members of the Board of Directors, including the presiding officer, shall constitute a quorum at Board of Directors meetings.

ARTICLE IV. OFFICERS AND THEIR DUTIES

4.1 THE OFFICERS of the Society shall consist of the President, the Vice President, the Secretary, and the Treasurer. The officers shall be chosen from the directors of the Society.

4.2 THE PRESIDENT shall exercise executive supervision of the activities of the Society, in accordance with the provisions of these Bylaws. The duties of the President shall include, but not be limited to (1) presiding at all meetings, (2) serving as Chair of the Board of Directors, (3) submitting a report at the Annual Meeting on the activities of the Society, and (4) appointing members of the committees and delegates as specified in these Bylaws.

4.3 THE VICE PRESIDENT shall assume the duties of the President in the event of the absence, incapacity or resignation of the President, and shall perform such other duties as may be determined by the vote of the majority of the Board of Directors. The Vice President shall also serve as President Elect, to be nominated a President at the conclusion of the third term of the incumbent President, or in the event the President should resign or elect not to serve an additional term. In the event the incumbent Vice President should decline to accept such nomination as President, any other member of the Society may be nominated by the Nominating Committee.

4.4 THE SECRETARY shall keep the minutes of meetings of the Society and of the Board of Directors, maintain a list of members, and submit an annual report at the Annual Meeting. Any membership dues received by the Secretary shall be promptly forwarded to the treasurer.

4.5 THE TREASURER shall be responsible for collection, accounting for and safekeeping of dues and other funds and assets of the Society, and for maintaining adequate financial records, which shall at all times be open to inspection by any officer of the Society or legally authorized government official. Payment of obligations of the Society shall be made on numbered checks, signed by the Treasurer or, in the absence of the Treasurer, by any other officer of the Society. The Treasurer will render a complete report of the financial status of the Society, as of November 1, at the Annual Meeting, and will submit informal reports of the financial status of the Society to the Board of Directors at least quarterly. The names and addresses of new members, whose applications have been received by the Treasurer, will promptly be furnished to the Secretary. An informal audit shall be made of the financial records of the Society annually.

ARTICLE V. THE BOARD OF DIRECTORS AND ITS DUTIES

5.1 COMPOSITION. There shall be not less than nine (9) and not more than nineteen (19) members of the Board of Directors, as made from time to time be determined by the vote of two-thirds of the current directors. The County Historian shall automatically serve as a director if the County Historian consents to serve in such a position.

5.2 DUTIES. The Board of Directors shall be empowered to conduct all affairs of the Society to delegate specific duties to standing and specially appointed committees, and to decide questions of policy which have not, for any reason, been determined by the membership. It shall perform such other duties and functions as may be specified in these Bylaws, as amended.

ARTICLE VI. ELECTION OF THE OFFICERS AND DIRECTORS

6.1 TERM. The officers and directors (except those holding their position by reason of office) shall be elected by a plurality of votes cast by members at the Annual Meeting. Officers (except for the Treasurer) shall be elected for a term of one (1) year; the Treasurer and the directors (except those holding their position by reason of office) shall be elected for a term of three (3) years. They shall be installed immediately, and shall serve until their successors have been duly elected and installed.

6.2 THE NOMINATING COMMITTEE shall be chaired by the latest past president (or, if the latest past president is not available or does not desire to serve, by a former director not currently serving and elected by the current Board of Directors), and shall include four (4) other members of the Society selected by the current Board of Directors before July 1 of each year.

6.3 NOMINATION. A slate of officers and directors, each of whom shall be a member of the Society, shall be prepared by the Nominating Committee in accordance with those procedures set out in these Bylaws, and submitted and the Annual Meeting. Nominations may be made from the floor by any member of the Society. Any person whose name is placed in nomination shall have agreed to serve, if elected, prior to such nomination.

6.4 SUCCESSORS. Should any director or any officer (except the President) resign or be determined by the Board of Directors incapable of serving effectively, a successor to fill such vacancy until the next annual meeting may be elected by the vote of the majority of all members of the Board.

6.5 CONSECUTIVE TERMS. No director shall serve more than two (2) consecutive terms, and no president or vice president shall serve more than three (3) consecutive terms. Any person shall be eligible for any other office immediately, and for an office previously held after the lapse of one year.

ARTICLE VII. COMMITTEES

7.1 The Society shall create committees which shall carry out one or more of the following functions (arranged in alphabetic order):

a. Arrangement for the periodic AUDIT of the financial records of the Society;

b. Preparation and submission of the Board of the annual BUDGET for operation of the Society;

c. (1) Sponsoring or assisting in EDUCATIONAL PROJECTS relating to local history, and (2) maintenance of liaison with the local primary and secondary schools and universities;

d. Arranging FUND RAISING ACTIVITIES;

e. (1) Erection of markers at HISTORIC SITES, including the establishment of the historical validity of such sites, and (2) arranging tours of historic areas;

f. (1) Solicitation of additional members, and (2) processing new candidates for MEMBERSHIP;

g. Operation and maintenance of a Vanderburgh County HISTORICAL MUSEUM, including planning and arranging exhibitions and obtaining docents;

h. (1) NOMINATION of a slate of officers and directors for presentation at the Annual Meeting, and (2) proposing candidates for filling interim positions for selection by the Board;

i. Setting the date, time and place of meetings and arranging suitable PROGRAMS for meetings;

j. PUBLICATION of newsletters, periodic bulletins, joint or individual research studies and books, brochures or pamphlets;

k. Maintenance of PUBLIC RELATIONS including publicity and all forms of media coverage of Society operations; and

l. Developing RESOURCES of local historical data, including encouraging and cooperating with other institutions in the collection, cataloging, care, storage and repair of books, manuscripts, newspapers, oral and video tapes, and other historical source material.

7.2 The President shall appoint Chairs and members of all operative committees, unless otherwise herein provided.

7.3 Additional Standing or special committees may be created by the Board of Directors and appointed by the President or as the Board of Directors may direct.

ARTICLE VIII. PARLIAMENTARY AUTHORITY

8.1 The rules contained in the most recent edition of Robert’s Rules of Order shall govern the proceedings of the Society, except as otherwise provided herein.

ARTICLE IX. NON-PROFIT STATUS

9.1 It is the stated policy of the Society to maintain a non-profit status, as defined in Section 501(c)(3) of the Internal Revenue Code, as amended, and under the appropriate statues and regulations of the State of Indiana.

ARTICLE X. DISSOLUTION

10.1 Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Please of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XI. AMENDMENT OF THE BYLAWS

11.1 These Bylaws may be amended by the vote of two thirds (2/3) of the Directors present and voting at any regular or called meeting of the Board of Directors at which a quorum is present, and which occurs at least three days after a meeting of the Board of Directors at which a written copy of the proposed amendment is read or distributed to all members present, and mailed or delivered to any members who are not present at such meeting.

[END]


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BYLAWS OF THE VANDERBURGH COUNTY HISTORICAL SOCIETY, INC. (AS AMENDED January 2001) ARTICLE I. PURPOSE 1.1 The purpose of the Vanderburgh County Historical Society, Inc. shall be to stimulate the study of the history of Evansville and Vanderburgh County, so that a better understanding of the county’s past may lead to a better understanding of its present. In pursuit of this goal, the Society may actively engage in those activities for which provision is made in the Bylaws, including: a. Encouragement of research that will investigate, recount and interpret the history of Vanderburgh County; b. Establishment of the Vanderburgh County Historical Museum, at which materials relevant to the history of the area will be collected and displayed; c. Encouragement of projects that will discover uncollected manuscripts, documents, photographs and other records, artifacts and memorabilia of the county’s past and see to their preservation in its Museum or in other appropriate local institutions; d. Encouragement of projects which will create new or supplemental records of the past through oral history interviews or similar processes; e. Commemoration of past events, places and personalities by the placement and preservation of appropriate markers within Vanderburgh County; f. Dissemination of knowledge of and stimulation of interest in county history by regularly scheduled meetings, by publishing or making historical materials available to the newspapers, radio, television and other media, and by such other methods as the Society’s means may allow; g. Seek to improve awareness of the county’s past among members of the general public, and in particular among children; h. Cooperation with the officials of local schools, private and public, and at all levels of education, in the development of programs and curricula related to the history of the area; i. Cooperation and/or participation with other historical, preservationalist, genealogical and patriotic groups whenever their activities are compatible with the objectives of the Society; and j. Affiliation with the Indiana Historical Society, in order to foster the interrelationship of local and state historical activities. ARTICLE II. MEMBERSHIP AND DUES 2.1 QUALIFICATION. Any person interested in the history of Vanderburgh County, Indiana, who makes application for any category of membership and who tenders the dues specified for such category shall qualify for membership. 2.2 CATEGORIES OF MEMBERSHIP. Membership shall fall into four categories, all of which shall have equal voting rights. These are defined as follows, and shall pay annual dues in not less than the amount set out in parentheses following the name of the category: a. INDIVIDUAL ACTIVE MEMBERS (whose minimum fee is $15) shall include any persons interested in the purposes of the Society; b. CONTRIBUTING MEMBERS (whose minimum fee is $25) and SUSTAINING MEMBERS (whose minimum fee is $100) shall include any persons, associations or corporations providing financial or other special support to the objectives of the Society; c. HONORARY MEMBERS (No fee) shall be selected for outstanding service to the Society; and d. LIFE MEMBERS (whose minimum fee is $1,000) shall qualify by payment of dues in installments or as a lump sum. 2.3 DISQUALIFICATION. Members who have not paid dues for any year by July 1 of such year shall be dropped from membership. ARTICLE III. MEETINGS 3.1 THE ANNUAL MEETING shall be held, if possible, in November, on such date and at such time as may from year to year be determined by the Board of Directors. 3.2 REGULAR MEETINGS. The Society shall plan quarterly programs of interest to the membership. 3.3 SPECIAL MEMBERSHIP MEETINGS may be called by the President or by any twelve (12) members of the Society. 3.4 MEETINGS OF THE BOARD OF DIRECTORS shall include an organizational meeting held within thirty (30) days after the Annual Meeting, and not less than (5) additional meetings prior to the next Annual Meeting. It shall also meet upon the written call of the President. 3.5 QUORUM. Fifteen (15) of the active members of the Society shall constitute a quorum for membership meetings. Five (5) members of the Board of Directors, including the presiding officer, shall constitute a quorum at Board of Directors meetings. ARTICLE IV. OFFICERS AND THEIR DUTIES 4.1 THE OFFICERS of the Society shall consist of the President, the Vice President, the Secretary, and the Treasurer. The officers shall be chosen from the directors of the Society. 4.2 THE PRESIDENT shall exercise executive supervision of the activities of the Society, in accordance with the provisions of these Bylaws. The duties of the President shall include, but not be limited to (1) presiding at all meetings, (2) serving as Chair of the Board of Directors, (3) submitting a report at the Annual Meeting on the activities of the Society, and (4) appointing members of the committees and delegates as specified in these Bylaws. 4.3 THE VICE PRESIDENT shall assume the duties of the President in the event of the absence, incapacity or resignation of the President, and shall perform such other duties as may be determined by the vote of the majority of the Board of Directors. The Vice President shall also serve as President Elect, to be nominated a President at the conclusion of the third term of the incumbent President, or in the event the President should resign or elect not to serve an additional term. In the event the incumbent Vice President should decline to accept such nomination as President, any other member of the Society may be nominated by the Nominating Committee. 4.4 THE SECRETARY shall keep the minutes of meetings of the Society and of the Board of Directors, maintain a list of members, and submit an annual report at the Annual Meeting. Any membership dues received by the Secretary shall be promptly forwarded to the treasurer. 4.5 THE TREASURER shall be responsible for collection, accounting for and safekeeping of dues and other funds and assets of the Society, and for maintaining adequate financial records, which shall at all times be open to inspection by any officer of the Society or legally authorized government official. Payment of obligations of the Society shall be made on numbered checks, signed by the Treasurer or, in the absence of the Treasurer, by any other officer of the Society. The Treasurer will render a complete report of the financial status of the Society, as of November 1, at the Annual Meeting, and will submit informal reports of the financial status of the Society to the Board of Directors at least quarterly. The names and addresses of new members, whose applications have been received by the Treasurer, will promptly be furnished to the Secretary. An informal audit shall be made of the financial records of the Society annually. ARTICLE V. THE BOARD OF DIRECTORS AND ITS DUTIES 5.1 COMPOSITION. There shall be not less than nine (9) and not more than nineteen (19) members of the Board of Directors, as made from time to time be determined by the vote of two-thirds of the current directors. The County Historian shall automatically serve as a director if the County Historian consents to serve in such a position. 5.2 DUTIES. The Board of Directors shall be empowered to conduct all affairs of the Society to delegate specific duties to standing and specially appointed committees, and to decide questions of policy which have not, for any reason, been determined by the membership. It shall perform such other duties and functions as may be specified in these Bylaws, as amended. ARTICLE VI. ELECTION OF THE OFFICERS AND DIRECTORS 6.1 TERM. The officers and directors (except those holding their position by reason of office) shall be elected by a plurality of votes cast by members at the Annual Meeting. Officers (except for the Treasurer) shall be elected for a term of one (1) year; the Treasurer and the directors (except those holding their position by reason of office) shall be elected for a term of three (3) years. They shall be installed immediately, and shall serve until their successors have been duly elected and installed. 6.2 THE NOMINATING COMMITTEE shall be chaired by the latest past president (or, if the latest past president is not available or does not desire to serve, by a former director not currently serving and elected by the current Board of Directors), and shall include four (4) other members of the Society selected by the current Board of Directors before July 1 of each year. 6.3 NOMINATION. A slate of officers and directors, each of whom shall be a member of the Society, shall be prepared by the Nominating Committee in accordance with those procedures set out in these Bylaws, and submitted and the Annual Meeting. Nominations may be made from the floor by any member of the Society. Any person whose name is placed in nomination shall have agreed to serve, if elected, prior to such nomination. 6.4 SUCCESSORS. Should any director or any officer (except the President) resign or be determined by the Board of Directors incapable of serving effectively, a successor to fill such vacancy until the next annual meeting may be elected by the vote of the majority of all members of the Board. 6.5 CONSECUTIVE TERMS. No director shall serve more than two (2) consecutive terms, and no president or vice president shall serve more than three (3) consecutive terms. Any person shall be eligible for any other office immediately, and for an office previously held after the lapse of one year. ARTICLE VII. COMMITTEES 7.1 The Society shall create committees which shall carry out one or more of the following functions (arranged in alphabetic order): a. Arrangement for the periodic AUDIT of the financial records of the Society; b. Preparation and submission of the Board of the annual BUDGET for operation of the Society; c. (1) Sponsoring or assisting in EDUCATIONAL PROJECTS relating to local history, and (2) maintenance of liaison with the local primary and secondary schools and universities; d. Arranging FUND RAISING ACTIVITIES; e. (1) Erection of markers at HISTORIC SITES, including the establishment of the historical validity of such sites, and (2) arranging tours of historic areas; f. (1) Solicitation of additional members, and (2) processing new candidates for MEMBERSHIP; g. Operation and maintenance of a Vanderburgh County HISTORICAL MUSEUM, including planning and arranging exhibitions and obtaining docents; h. (1) NOMINATION of a slate of officers and directors for presentation at the Annual Meeting, and (2) proposing candidates for filling interim positions for selection by the Board; i. Setting the date, time and place of meetings and arranging suitable PROGRAMS for meetings; j. PUBLICATION of newsletters, periodic bulletins, joint or individual research studies and books, brochures or pamphlets; k. Maintenance of PUBLIC RELATIONS including publicity and all forms of media coverage of Society operations; and l. Developing RESOURCES of local historical data, including encouraging and cooperating with other institutions in the collection, cataloging, care, storage and repair of books, manuscripts, newspapers, oral and video tapes, and other historical source material. 7.2 The President shall appoint Chairs and members of all operative committees, unless otherwise herein provided. 7.3 Additional Standing or special committees may be created by the Board of Directors and appointed by the President or as the Board of Directors may direct. ARTICLE VIII. PARLIAMENTARY AUTHORITY 8.1 The rules contained in the most recent edition of Robert’s Rules of Order shall govern the proceedings of the Society, except as otherwise provided herein. ARTICLE IX. NON-PROFIT STATUS 9.1 It is the stated policy of the Society to maintain a non-profit status, as defined in Section 501(c)(3) of the Internal Revenue Code, as amended, and under the appropriate statues and regulations of the State of Indiana. ARTICLE X. DISSOLUTION 10.1 Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Please of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XI. AMENDMENT OF THE BYLAWS 11.1 These Bylaws may be amended by the vote of two thirds (2/3) of the Directors present and voting at any regular or called meeting of the Board of Directors at which a quorum is present, and which occurs at least three days after a meeting of the Board of Directors at which a written copy of the proposed amendment is read or distributed to all members present, and mailed or delivered to any members who are not present at such meeting. [END]


Created by Terry W. Hughes on March 11, 2002; updated on October 25, 2004 7:25 PM .