BY-LAWS OF THE BOARD OF DIRECTORS
The History Museum of Burke County, Inc.
Printed August 2008
Article I: Legal Authority
The History Museum of Burke County, Inc. is chartered as a nonprofit corporation under and by virtue of the laws of the State of North Carolina, as contained in Chapter 55A-1-40(4) of the General Statutes of North Carolina (Nonprofit Corporation Act). In accordance with Internal Revenue Code of 1986 Section 501(c)(3), the purposes of this corporation are limited to educational and public, not-for-profit activities.
Article II: Name and Location
Section 1: Official Name – The History Museum of Burke County, Inc.
Section 2: Assumed Name – For purposes of advertising and promotion, the corporation may at times utilize the assumed name of History Museum of Burke County; however, the official name shall remain the binding corporate name to transact its official business.
Section 3: Location – The principal office of the corporation and its registered agent shall be located in the City of Morganton, Burke County, North Carolina, the county seat. This designation may be changed from time to time only by official action of the Board of Directors with the filing of an appropriate certificate with the North Carolina Secretary of State.
Article III: Purpose
Section 1: Mission – Its purpose is to promote the collection, preservation, educational interpretation and display of those artifacts, documents and events most representative of Burke County-its prehistory and history, its people and institutions, its cultural and economic development. Likewise, the primary goal of the corporation is to preserve Burke County’s heritage for the benefit of present and future citizens.
Section 2: Restrictions – No activity of the corporation shall support political campaigns on behalf of any candidate for public office; restrict membership on the basis of race, religion, gender or national origin; or do anything to disqualify its tax-exempt status pursuant to Section 170(c)(2) of the Internal Revenue Code.
Article IV: Membership
Section 1: Eligibility – Any person expressing an interest in the preservation and promotion of Burke County history shall be eligible for membership in the corporation.
Section 2: Membership Fees – Membership shall be for a period of twelve months, commencing with the month in which the membership fee is received. Categories of membership and their respective fees shall be as follows: Youth to age 18 years, $5; Individual, $25; Family, $35; Contributor, $55; Patron, $100-499; Conservator, $500-999; and Benefactor, $1,000 or more.
Section 3: Voting Privileges – Upon application, payment of annual fees, and acceptance by the Board of Directors, each category of membership shall have one vote on motions before regular and special scheduled meetings of the corporation. Membership is not transferable and does not allow any rights or interest in the assets or income of the corporation. No proxy votes are permitted.
Section 4: Honorary Life Member – Upon motion and approval by the Board of Directors, an Honorary Life Membership may be conferred upon a member or nonmember who has rendered singular and extraordinary service to The History Museum of Burke County, Inc. Honorary Life Members shall enjoy all privileges and benefits of regular members without further payment of individual annual membership fees.
Article V: Board of Directors
Section 1: Governance – The business, property and programs of this corporation shall be managed and controlled by a Board of Directors consisting of not less than twelve (12) and not more than twenty-one (21) duly elected voting members. The Board of Directors retain those powers granted under North Carolina General Statutes which permit all necessary and convenient actions to effect all the approved purposes for The History Museum of Burke County, Inc.
Section 2: Executive Committee – The Board of Directors may create an Executive Committee consisting of the Officers of the Board and three (3) additional Board members following the procedure outlined for officers in Article VII: Section 2 of these Bylaws. The Executive Committee shall meet as the need occurs to carry out those tasks stated in the Board’s Policy Manual or other specific tasks assigned by the Board. In addition, the Executive Committee shall develop an annual work plan; conduct an annual performance review of the Museum Executive Director no later than the end of each fiscal year and review all compensations for the Museum Executive Director with a recommendation to the Board of Directors; review annually and recommend updates to the History Museum’s Policy Manual and corporate procedures.
The creation of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors nor any individual Director of responsibility or liability imposed by law. Minutes of actions taken by the Executive Committee shall be recorded and reported to the Board of Directors at its next meeting. All actions taken by the Executive Committee shall be subject to review with final approval reserved to the corporation’s Board of Directors.
Section 3: Terms of Office – Directors elected at Annual Meetings shall serve a term of three (3) years and the Board shall maintain staggered terms of service for each third of its membership. A full term commences with the date of election and ends at the subsequent, third Annual Meeting of the corporation. Directors are limited to two consecutive three-year terms with an ineligibility period of one year following the expiration of a second full term; provided however, the ineligibility period of one year following the expiration of a second full term clause in this section may be waived by a two thirds (2/3) vote of the Board members that are present, if extraordinary circumstances exists and good cause has been shown. Each Director must remain a member in good standing during their entire term of office.
Section 4: Vacancies – Vacancies which occur on the Board shall be filled by the Board of Directors upon recommendation of the Chair for the remaining, unexpired term of an absent Director. Such appointments commence on that date and end at an appropriate and subsequent Annual Meeting of the corporation. Such Directors appointed for a term of less than two years shall then be eligible for an additional two full terms as defined in these Bylaws.
Section 5: Ex Officio Board Members – The Museum Executive Director, as manager of the museum’s operations, shall serve as a nonvoting, ex officio member of the Board of Directors. It is, therefore, a responsibility of the Board to periodically publish those policies which set forth personnel rules, duties, responsibilities and compensation of the Museum Executive Director, as well as for other temporary and permanent staff and volunteers. Under certain circumstances, as determined by the Board, individuals and representatives of local agencies and civic groups may be invited to advise the Board for a specified period of time as nonvoting, ex officio members.
Section 6: Meetings & Notice – As a minimum, regular meetings of the Board of Directors shall be held at least each calendar quarter according to a schedule announced by the Board Chair at the Annual Meeting. Special called meetings of the Board shall be held at the discretion of the Chair or by a majority vote of the Board of Directors or upon written request by ten (10) percent of the membership. Notices for such special meetings shall be provided by telephone, posted mail or email at least seven (7) days before the announced time, date and place.
Section 7: Quorum & Voting – A simple majority of Directors being present shall constitute a quorum for the conduct of business with, thereafter, a simple majority vote required for action on motions. Each duly elected Director shall have one vote. Proxy shall not be permitted.
Section 8: Character and Attendance Rules – Each person serving as a member of the Board of Directors of The History Museum or as a candidate for membership on the Board must be recognized as a person of good character and reputation in their community. A person convicted of a felonious crime or a serious misdemeanor shall not be eligible to serve as a member of the Board and if they are a member they shall be removed by a simple majority vote of the Board members present. If a Board member is indicted for a felonious crime or a serious misdemeanor he or she shall be placed on a leave of absence until the matter has been cleared. After the matter has been cleared, the Board will determine if the member may be re-instated as a member of the Board.
If the Board of Directors determines that a member of the Board is not attending Board meetings on a regular basis and fails to submit to the Board a reasonable excuse, The Board may dismiss the member with a majority vote of the members present at a regular scheduled or a special called meeting. The Board may grant a leave of absence to any Board member when the member submits a request for such leave.
Section 9: Compensation – Directors shall be volunteers and receive no compensation for their services, except on occasion for certain expenses directly related to the mission and purposes of the corporation as may be approved by the Board of Directors.
Section 10: Commitment and Ethics Rule – Each Director must maintain a high commitment to the stated mission and goals of The History Museum of Burke County, Inc., and exhibit the highest ethical standards in the conduct of business as suggested in the most recent American Association of Museums (AAM) “Code of Ethics for Museums.” Those Directors brought into question under this rule shall have a hearing before a special committee of the Board and, when their behavior is judged to be in conflict with the AAM Code of Ethics or incompatible with the best interest of the corporation, shall be removed from the Board of Directors.
Article VI: Meetings
Section 1: Annual Meeting – An Annual Meeting of the membership shall be held each year with no less than fourteen (14) days and no more than twenty-one (21) days published notice of the place, date and time. The date of the Annual Meeting shall be set by the Board of Directors at its November meeting.
Section 2: Special Meetings – Upon request of the Chair, a majority of the Board of Directors or ten (10) percent of the membership, a special meeting shall be held when deemed necessary and beneficial to the corporation. Published notice of the agenda shall be mailed to all members not less than seven (7) days before the designated place, date and time for the special meeting.
Section 3: Quorum – Upon action by the Chair, a quorum for the conduct of business shall be declared at each official corporate meeting. A simple majority of those voting members present shall suffice for action on any motion presented, unless otherwise stipulated in these Bylaws.
Section 4. Rules of Order – Robert’s Rules of Order (current edition) shall be followed in all meetings of the corporation and its committees, unless otherwise modified herein by these Bylaws. Minutes of actions taken and members present at such meetings shall be recorded and maintained.
Article VII: Officers
Section 1: Officers – Officers of the corporation shall include a Board Chair, a Vice Chair, a Secretary and a Treasurer. All such officers must be duly elected from among voting members of the Board of Directors. No individual shall concurrently hold more than one office.
Section 2: Election and Term of Office – Election of officers shall occur each year following the Annual Meeting. Recommendations shall be presented by a Nominating Committee appointed by the Board Chair. Each officer shall be elected by the Board of Directors and serve for a period of one year. All vacancies in these offices shall be appointed by the Board Chair, or when absent the Board of Directors, for the remainder of that year.
Section 3: Duties of Board Chair – The Chair shall preside at all meetings of the Board of Directors, appoint committee members, exercise general oversight of corporate business and perform such other duties as may from time to time be assigned by the Board of Directors. The Chair, or a designee, may serve as an ex-officio member of those standing and special committees established by the Board. By invitation of the Board, the immediate past Board Chair may serve as a voting member on the Board of Directors for a period of one year.
Section 4: Duties of Vice Chair – Upon disability or absence of the Chair, the Vice Chair shall perform the duties of the Board Chair and such other duties as may be assigned by the Board of Directors. The Vice Chair organizes the corporation’s Annual Meeting and may serve as an ex-officio member of all committees.
Section 5: Duties of the Secretary – The Secretary shall record the minutes of all meetings of the Board of Directors, maintain records of committee meetings, oversee the maintenance of membership lists, provide for the safe keeping of all official contracts and records of the corporation, and publish notices of scheduled meetings as required in these Bylaws.
Section 6: Duties of the Treasurer – The Treasurer shall be responsible for the prompt deposit of all receipts, an accurate accounting of income and expenditures, and shall present a written financial report to the Board of Directors at quarterly meetings. The Treasurer shall maintain the financial records of the corporation using acceptable accounting practices and shall perform those other duties inherent to the office of Treasurer.
Section 7: Honorary Titles – The Board of Directors may from time to time award certain friends of the corporation with honorary titles as it may deem prudent to advance the mission and goals of The History Museum of Burke County, Inc. Such honorary titles shall not carry any obligations, powers or duties within this corporation.
Article VIII: Standing and Special Committees
Section 1: Membership Committee – shall have a responsibility to identify and encourage others to join The History Museum of Burke County, Inc., and keep the membership informed about ongoing activities. Therefore, an important function of this committee, or its subcommittee, shall be to periodically publish a newsletter, brochures and related promotional materials.
Section 2: Finance Committee – shall have a responsibility to advise the Board on appropriate budgeting and accounting practices as a nonprofit corporation. Other functions of this Committee shall be to propose an annual budget, monitor income and expenditures and recommend an auditor to conduct the annual audit as specified in these Bylaws. The Treasurer of the corporation shall serve as a voting member of this committee.
Section 3: Resource Development Committee – shall have the responsibility of seeking funds necessary for the operation and maintenance of The History Museum of Burke County, Inc. This function may be accomplished through governmental budgets, grants, corporate sponsors, personal contributions, in-kind services, special fundraising events and similar resources.
Section 4: Facilities & Property Committee – shall assist staff, officers, Directors and Executive Director with the acquisition and maintenance of corporate properties and facilities and conduct an annual equipment inventory. The committee shall also submit recommendations to the Board on leases, licenses, insurance, real property purchases and similar related matters.
Section 5: Acquisitions & Collections Committee – shall be responsible for those policies, procedures and forms that provide for the acquisition, preservation, storage, security, cataloging and display of items donated or loaned to the museum. Other duties include oversight of an annual inventory of collections and the periodic assessment of preservation and conservation needs.
Section 6: Special Committees – Administrative, managerial, advisory and special project committees or subcommittees may be established by the Board Chair as deemed necessary for the efficient operation of the museum. Each committee thus created shall advise the Board of Directors and the Executive Director on matters related to achieving the stated mission and goals of The History Museum of Burke County, Inc.
Section 7: Committee Membership – The Board Chair shall appoint committee membership from among the corporation’s members and designate the chair for each committee thus appointed, unless stipulated otherwise in these Bylaws. The Museum’s Executive Director, or a designee, may serve as a nonvoting, ex officio member of all standing committees. Committee Chairs shall be responsible for recording minutes of each meeting and providing a copy to the corporation Secretary.
Section 8: Terms of Committee Membership – Members of standing committees shall serve one year or until the next Annual Meeting of the corporation, which ever occurs first. At the discretion of the Board Chair, members of Standing Committees may continue to serve until a successor is appointed. Members of Special Committees shall serve for one year or less, as specified when the committee is established.
Article IX: Finance and Audits
Section 1: Fiscal Year – The corporation’s financial year shall commence on the first day of January and end on the thirty-first day of December in each calendar year.
Section 2: Funds and Property – All funds and property held by the corporation are maintained in trust for the purposes authorized in its charter and only in accordance with its official Mission and Goals. Bequests, gifts, loans and donations must first meet published corporation “Guidelines for Donations.” Each officer, employee, volunteer or its agent, having custody of corporation funds or property, is to be covered by an appropriate fidelity and forgery insurance bond carried at the expense of the corporation.
Section 3: Records and Reports – Finances of the corporation shall be maintained in accordance with generally accepted accounting principles and its records shall be kept in such manner as to facilitate the preparation of quarterly financial reports for the Board of Directors and membership.
Section 4: Deposits & Disbursements – All cash, restricted and reserve funds of the corporation shall be deposited in banks or depositories under the name of The History Museum of Burke County, Inc. Any and all disbursements from such accounts shall be made only by checks or similar money orders signed by the Treasurer or Museum Executive Director and another designated person. Only banks or depositories that are members of the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corp may be used, unless the Board of Directors consent to use another investment or depository.
Section 5: Audits – The accounts of this corporation shall be audited within 180 days of the end of each fiscal year provided, however, an additional ninety (90) days may be granted by a vote of the Board. Such audit shall be made by a competent, certified public accountant of recognized standing who is not an officer of the corporation. Upon written request, audit reports shall be made available to corporation members and to any appropriate judicial authority.
Article X: Corporate Seal
The official seal of the corporation shall consist of the words “The History Museum of Burke County, Inc.” and “North Carolina” inscribed within two concentric circles with the words “CORPORATE SEAL” inscribed inside the innermost circle.
Article XI: Dissolution of the Corporation
Section 1: Dissolution Rule – Following an affirmative vote in favor by two-thirds (2/3) of the corporation membership, the Board of Directors shall call a special meeting for the sole purpose to voluntarily dissolve this corporation. At that time all assets and funds, along with all minutes and records, shall be promptly transferred into the custody of an organization or agency designated by the Board of Directors. In this rule, every attempt will be made to satisfy the corporation’s mission.
Section 2: Optional Rule – In the event no Board of Directors exist, or the Board of Directors refuse or fail in a reasonable period to dissolve the corporation, upon application by any officer or member, the Superior Court of Burke County shall dissolve the corporation in a manner consistent with the above rule and in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986.
Article XII: Amendments
Amendments may be adopted at any meeting at which a quorum is declared present, provided appropriate notice of the amendment is provided all members at least ten (10) days prior to said meeting. Amendments to these Bylaws require two-thirds (2/3) approval by those members present and voting. Such amendments take effect as stated in the original motion.
February 2003 – Community Group first met at Denny’s to discuss concept.
May 6, 2003 – N.C. Articles of Incorporation granted.
May 20, 2003 – first Board of Directors adopt Bylaws, Mission and Goals.
July 10, 2003 – IRS 501(c)(3) status approved.
January 8, 2004 – first Annual Meeting (90+ attend) at Morganton Community House.
January 2008 – Old Morganton City Hall building deed registered to HMBC
March 2009 – Annual Meeting announced successful Capital Campaign to match the Phifer-Johnson challenge grant of $500,000.
REVISIONS TO BYLAWS:
September 25, 2003 – Article VIII: Committees – duties revised with additional standing committees, September 25, 2003.
November 6, 2003 – Article V: Board of Directors (2) – added an Executive Committee, November 6, 2003.
March 10, 2005 – Article IV: Membership (2) – revised 12 months beginning with date annual fee paid, March 10, 2005
April 14, 2005 – Article IX: Finance & Audits (5) – audits to 180 days with possible 90 days extension, April 14, 2005.
November 9, 2006 – Article VII: Officers (2) – “Board of Directors” replaced “corporate membership,” November 9, 2006.
June 12, 2008 – Article VI: Meetings – (1) A January date no longer required.
September 10, 2009 – Article V: Board of Directors – (2) word “convene” was changed to “create”.
November 12, 2009 – Article V Board of Directors – (3) allows 2/3 Board vote to waive one year ineligibility period.