Mecklenburg Historical Association – Bylaws
ARTICLE I – NAME
The name of this organization shall be Mecklenburg Historical Association.
ARTICLE II – OBJECTS
To endeavor to bring together those persons most interested in the history of Mecklenburg County and by their united efforts undertake to provide a thorough, widely diffused knowledge of the history of the County.
To acquire by purchase, gift, loan or discovery: books, pamphlets, maps, charts, documents, certificates, artifacts and other historical literature, data or objects – for study and/or preservation.
To encourage exhaustive historic research to the end than an accurate and detailed permanent record shall be made of the various phases of the history of Mecklenburg County.
To write or have written and publish or have published books, pamphlets, brochures, leaflets and articles; to offer the same for sale to the public; to provide historical data and/or literature for free distribution to schools, libraries, organizations and individuals; and when advisable secure copyrights on publications.
To encourage the preservation of historic buildings, objects and antiques throughout the County.
To place or cause to be placed suitable markers on historic sites in said County with appropriate information thereon; and record these events and locations for posterity.
To endeavor in every way feasible to promote interest and pride in the history of Mecklenburg County.
To cooperate in every way practicable with all other historic and patriotic organizations.
To lease, rent, purchase, own, operate, encumber and sell real or personal property for its own use.
To do and perform any and all such other things as are allowed by law and may be reasonably convenient and necessary to attain the objects and ends for which the corporation was organized, as herein set forth.
To do all it can to promote museums of history for Charlotte-Mecklenburg and their operations.
ARTICLE III – MEMBERSHIP
This Association shall be non-political and non-sectarian. Any person, organization, or corporation interested in the history of Mecklenburg County may make application for membership in the Association.
Classes of Membership are:
Corporate or Organization Members
Senior Members (age 60)
The Board of Directors shall be authorized to create new classes of membership and to adopt annual schedules of dues which it deems necessary or appropriate for the conduct of the Association’s business.
All members except category “e” shall be designated “Voting Members” and are entitled to one vote.
Dues shall be payable January 1st of each year. A roster of membership shall be distributed each year.
Honorary Members shall be nominated by the Board of Directors and elected by a majority vote of the general membership present at any meeting. Honorary members shall be nominated in recognition of achievement or services rendered or in furtherance of objectives of the Association as set forth in Article II herein.
ARTICLE IV – OFFICERS
The officers of the Association shall be as follows:
Vice President/Program Chairman
The President shall preside at all meetings of the Association, shall preside at all meetings of the Board of Directors and conduct official correspondence. He shall be an ex officio member of all Committees, except the Nominating Committee, and shall perform other such duties as pertain to that office.
The Vice President/Program Chairman shall be responsible for all programs and shall preside at all meetings in the absence of the president and shall perform all duties pertaining to that office as may be requested by the Board of Directors.
The Recording Secretary shall keep a record of the proceedings of the meetings of the Association and of the Board of Directors, and shall issue notices of all meetings.
The Membership Chairman shall keep a roster of all members, conduct the annual membership renewal campaign, develop and direct plans to attract new members, and perform other such duties as may be requested by the Board of Directors.
The Treasurer shall handle all financial transactions for the Association. He shall keep an account of the same and make an itemized report thereof at the Annual Meeting and whenever requested by the Board of Directors.
All officers shall be elected for a term of two years, or until their successors are elected.
In case of the resignation or inability of the President to serve, the Vice-President/Program Chairman automatically becomes president for the unexpired term. All other vacancies in office shall be filled by the Board of Directors until the next regular elections.
ARTICLE V – BOARD OF DIRECTORS
The Board of Directors shall consist of the officers and in addition to least ten or no more than twenty members at large. The officers of the Association shall serve as officers of the Board of Directors.
Members of the Board of Directors shall be elected for staggered terms of two years each, and, one-half of these members shall be elected annually.
The Board of Directors shall have full power and authority to conduct the business of the Association; and, an Executive Committee of the Officers from the Board of Directors may be named to exercise these powers in the interim of meetings of the Board of Directors.
Latta Plantation and Hugh Torance House shall each name a representative to the Board to serve ex officio without vote.
An MHA docent representative will serve on the Board with one vote.
Any Board member who misses three consecutive meetings of the Board of Directors may be removed from the Board.
ARTICLE VI – ELECTIONS
Elections shall be held at the Annual Meeting in November.
Election of officers and members of the Board of Directors shall be by majority vote of the voting members present.
The Board of Directors shall appoint a Nominating Committee before the end of May. The Nominating Committee shall nominate candidates for all offices and the members at large of the Board of Directors to be elected that year.
ARTICLE VII – COMMITTEES
The following standing committees may be appointed by the President:
Long Range Planning
The President may also appoint other such committees, including its chairperson, as may be deemed necessary.
ARTICLE VIII – PARLIAMENTARY AUTHORITY
Robert’s Rules of Order latest edition shall be the parliamentary authority.
ARTICLE IX – MEETINGS
The Annual Meeting of the Association shall be held during the month of November. Regular meetings shall be held in the months of March, May and September. The actual dates and times of said meetings shall be determined by the Board of Directors provided however, that the regular meeting in the month of May shall be held on or about May 20th in recognition of the signing of the Mecklenburg Declaration of Independence. The Board of Directors shall give at least two weeks advance notice of each meeting, date, time and location to the members. The President may call alternate or additional meetings whenever necessary or appropriate to the conduct of the Association’s business.
Thirty-five voting members of the Association shall constitute a quorum.
The Board of Directors shall meet upon call of its President or five of its members, but not less than once each quarter. One-half plus one of the members of the Board of Directors shall constitute a quorum.
ARTICLE X – AUDIT
There shall be an annual audit of the books by the Finance Committee not later than 45 to 75 days after the end of each fiscal year.
ARTICLE XI – FISCAL YEAR
The fiscal year of the Association shall be a calendar year.
ARTICLE XII – AMENDMENTS
Amendments to these bylaws may be made at any meeting by a two-thirds vote of the voting members present, provided the proposed amendments have been approved by the Board of Directors and notice of such approval given to the members of the Association not less than two weeks prior to such meeting.
ARTICLE XIII – BINDING CONTRACTS
No officer of the corporation shall be entitled to bind the corporation on any matters of contract or expenditures without the specific authority of the Board of Directors of the corporation; provided, however, that this shall not prohibit the Board of Directors of the corporation from specifically granting to designated officers or employees certain authorities to bind the corporation within limited areas and for limited amounts without specific reference to the particular contract or agreement in question.
ARTICLE XIV – DISTRIBUTION OF INCOME AND ASSETS AND ACTION UPON DISSOLUTION
Income and Assets. No part of the net earnings of the corporation shall inure to the benefit of any officers, directors, or member of the corporation and no dividend shall be paid and no part of its income, if any shall be distributed to its members, directors or officers.
Dissolution. Upon dissolution, and consistent with the Article of Incorporation of the corporation, the Board of Directors shall apply and distribute the assets of the corporation as follows:
All liabilities and obligations of the corporation shall be paid, set aside and discharged, or adequate provisions made therefore,
Assets held by the corporation upon conditions requiring return, transfer or conveyance, which conditions occur by reason of the dissolution, shall be returned transferred or conveyed in accordance with such requirements.
The residual assets of the corporation shall be turned over to one or more organizations which themselves are exempt as organizations described in Section 501 (c) (3) and Section 170 (c) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue code, as amended. In making such distribution, the Directors shall give preference to such organizations as may be located in the general geographical area and have the same general ideals, aims and goals as the corporation, provided however, that in all cases they shall meet the requirement of being an exempt organization under the aforesaid Internal Revenue Code or its successors. If no such organizations are available to be recipient of the residual assets, then the residual assets shall be turned over to the federal, state or local government for exclusive public purposes.