By-laws

By-Laws of the Rutherford County Historical Society

BY-LAWS OF THE RUTHERFORD COUNTY HISTORICAL SOCIETY

[Current 2009]

ARTICLE I

TITLE, LOCATION AND PURPOSE

  1. The official title of this organization shall be “The Rutherford County Historical Society.”
  1. Its principal office shall be in the city of Murfreesboro, Tennessee, but auxiliary societies may be established at such other points within the County as the Society may designate.
  1. The purposes of the Rutherford County Historical Society are to discover, procure, and preserve such facts, articles or documents as relate, directly or collaterally, to the natural, aboriginal, civil, political, military, literary, industrial, agricultural, and ecclesiastical history of the county, or of any contiguous area which may affect or have bearing on such matters within the County. It will provide for the preservation of such material and for its accessibility, as far as may be feasible, to all who wish to examine or study it, to cooperate with officials in insuring the preservation of the records and archives of the County and of its towns, villages, and institutions, and to undertake or further the preservation of historic buildings or other works of man, monuments, and markers.  It will disseminate historical information and thus arouse interest in the past by publishing historical information in whatever media may be advantageously available; by holding meetings with pageants, addresses, lectures, papers and discussion; by bringing about the marking of historic buildings, sites, and trails; and by the use of available news media will awaken and sustain public interest.  It will cooperate with the Tennessee Historical Commission, the Tennessee Historical Society, the Association for the Preservation of Tennessee Antiques, and any similar bodies with which it may have contact to collect and preserve materials of state-wide significance, so that these materials can be made available to students and scholars.

ARTICLE II

MEMBERSHIP AND DUES

  1. Any person, eighteen years or older, who is interested in the purpose of the Society, shall be eligible for membership.
  1. Any active member shall be eligible to hold office and must be willing to participate in the transaction of the Society’s business.
  1. Annual dues for both Individual and Family memberships shall be determined by the Society.
  1. Annual dues for Business, Institutional, or Professional membership shall likewise be determined by the Society.
  1. Annual dues are due and payable at the first meeting in September of the current year and members in arrears after January 1 of the following year shall be dropped from membership. Dues may be pro-rated for new members.
  1. Publication price discounts may be considered for each publication by the Board.
  1. For any full-time student, either in high school or college, dues will be half the Individual’ dues.

ARTICLE III

OFFICERS

  1. The officers of the Society shall be a President, Vice President, Secretary, and Treasurer. They shall be elected at the regular meeting in September of each year, and shall take office at this time.  They shall hold their respective office for one year, and until a successor in each office is elected.  In no case shall a President or Vice President be eligible to succeed himself or herself for more than two successive terms without special approval from the Executive Board and the Society itself.  The privilege of voting shall be confined to members present, who must cast their votes in person, according to the form, which may be decided upon at the meeting.
  1. A nominating committee of three members shall be appointed by the President at the regular meeting in July. It shall be the duty of this committee to present at the regular meeting in August the name of one person for each office, each of whom has signified a willingness to serve.  The election of these officers will be made at the regular-meeting in September.  Any additional nominations may be made from the floor on the day of the election with consent of such nominees.
  1. Vacancies in office shall be filled by election, in the manner of the original election, at the next regular meeting following the occurrence of the vacancy, or at a special meeting called for that specific purpose. If a member of the Board or an officer of the Society is absent for three consecutive Board meetings then the Board has the discretion to declare the position vacant.
  1. All officers of the Society shall serve without compensation, but should it become necessary for officers of the Society to perform travel, or to perform other work which may prevent his or her attention to the normal demands of personal business or industry, a reasonable and adequate compensation may be paid. Such compensation shall not be paid without prior direction of the President and the concurrence of the Board.
  1. The President shall preside at all meetings of the Society at which he or she is present, maintain proper decorum, decide all questions of order, subject to appeal to the Society, appoint all committee members except as otherwise provided in the By-Laws and shall sign all documents requiring official certification.
  1. The Vice President shall assume the duties of the President in the event of absence, incapacity, or resignation of the President.
  1. The Secretary shall have a good copy of the charter documents of the Rutherford County Historical Society, the seal of the certificate from the Tennessee Department of State, an updated membership list, the current By-Laws of the Society, a copy of the publications and prices of books and related material, which are for sale, and other official records of the Society.  The Secretary shall keep complete and accurate records of its transactions, attest all documents requiring official certification; notify all new members of their election and perform such other duties pertinent to the office as may devolve by action of
    the Society.  The Secretary shall also conduct the general correspondence of the Society and keep a copy of all official letters written by him or her or the President of the Society.
  1. The Treasurer shall collect and have custody of all money due and belonging to the Society, and disburse the same under the direction of the Board.  The President of the Society shall be authorized to sign checks if the Treasurer is unable to do so.  Both the President and Treasurer shall sign checks in excess of $500.00.  All expenditures and
    requests for reimbursement must be documented by vendor receipt or equivalent.  An accurate and supportable record of all receipts, disbursements and account balances shall be kept, and an itemized report thereof submitted at each Board and Member meeting. An
    annual financial statement shall be submitted to the Board and Membership in January of each year.  Any Society banking account or accounts shall be approved by the Board and such authorization shall be confirmed and attested by the President in writing.  Special
    saving or investment accounts may be established with different control and oversight terms, provided such are approved and authorized by the Board with written confirmation by the President.  If it occurs that Society needs to have more than one banking account,
    then an additional account or accounts shall be first approved by the President with a secondary endorsement of the Executive Board.  At the proper time, there shall be mailed to each active member, whose dues for the current year have not been paid, a notice of this indebtedness, calling his/her attention to the provisions of the By-Laws in regard to arrearages, The Treasurer shall give bond, in such sum and with such securities as the Board of Directors may direct, for the proper discharge of his or her duties; the cost of such bond will be borne by the Society, if requested.
  1. The Board of Directors shall be composed of the Officers (4), the Standing Committee Chairmen (3), the immediate Past President, the County Historian (ex officio), and four (4) at large Directors elected annually in September by Members. Initially, one director will be elected for a four-year term, one for a three-year term, one for a two-year term, and one for a one-year term.  Thereafter, one Director will be elected for a four-year term at each September election.  The Board of Directors shall meet once every two months, or more often at the discretion of the President.  Special call meetings may be scheduled by the President by written notice, or by written notice signed by five current Directors.
  1. All officers of the society shall have access to a copy of the charter of incorporation, a copy of the certificate from the state of Tennessee forming this Society, a copy of the current By-Laws of the Society, the current list of publications available for sale and their current price, and an up-to-date membership list containing the addresses and phone numbers of persons who are currently members.
  1. Emeritus Directors may be named to recognize exceptional service to the Society and to encourage continued participation, or for any other purpose deemed appropriate by the Members. Persons shall be so recognized through Board nomination and vote of the Members.  Emeritus Directors may participate in Board discussion, and shall receive all Board information, but do not have a vote and are not counted for quorum purposes.

ARTICLE IV

STANDING COMMITIEES

  1. The President shall appoint the following standing committees and cause the appointees to these committees to be properly notified.  The President shall designate one of the members of each of the committees as Chairman of the committee; all members of the
    several committees shall have their term of service contemporaneous with that of the President by whom they are appointed.
  1. The Membership Chairperson shall be responsible for membership drives and processing new candidates for membership.  It shall be the responsibility of the Treasurer and the Membership Chairperson, working together, to maintain a current list of members, and to keep other Executive Board members informed of the changes in membership at regular times throughout the year.
  1. The Program Committee shall arrange for the delivery by suitable persons, at the meetings of the Society, of addresses and papers on subjects of historical interest.  It shall be the duty of the Chairman of the Committee to communicate to the President, Chairman of
    Publicity, and Editor of the bi-monthly newsletter of the Society, at least one month in advance, all necessary information with regard to an address or other papers to be delivered before the Society.
  1. The Publication Committee shall be responsible for composing, printing and circulating the Society’s newsletter, and shall publish six issues of the Society’s newsletter a year with a budget approved by the Board.  The Committee is also responsible for recommending to the Board and Members other publication projects for the Society.  The Publications Committee Chairman shall also work with the Treasurer and Secretary to complete and account for all sales, and to maintain the publications inventory.
  1. Other committees, as needed, may be appointed at the discretion of the President, or as directed by vote of the Board or Members.
  1. The President shall appoint an Accountant, subject to Board approval, who shall periodically review the financial books and records of the Society, and assist in preparation of an annual statement reflecting the financial position of the Society.  The Accountant shall also advise the Treasurer as to control and accounting procedures that should be
    implemented, if any.  The services of the Accountant should be solicited on a volunteer basis, but may be compensated as approved by the Board.
  1. At the discretion of the Board, but no less often than once every four years, there shall be appointed by the President for one-year terms an Audit Committee to assist and advise the Treasurer, and to conduct an annual review of the Society’s finances.  Based on this review, the Committee shall submit to the Board conclusions and recommendations as deemed appropriate by the Committee.  This committee shall consist of three members, any two of which shall constitute a quorum.

ARTICLE V

MEETINGS

  1. The regular meetings of the Society shall be held on the third Monday of each month at such hour as may be designated. At each regular meeting, the following order of business shall be observed, unless suspended by agreement:

a.  The Secretary’s Report shall include reviewing and approving the records of the preceding regular and any intervening special meetings.

b.  Treasurer’s Report shall be given at the monthly meetings.  It shall contain a list of the income and the expenditures for that month and the balances in all accounts.

c.  Report of the Membership Committee, and Committee Reports, as appropriate.

d.  Miscellaneous business, both old and new.

e.  Delivery of principal address or study.

f.  Adjornment

2.  The President may, and upon the written request of five active members shall, call a special meeting of the Society, but no business shall be transacted at a special meeting, except as was specified in the call.

  1. The Secretary shall give at least twenty-four (24) hours notice of all meetings, whether regular or not, either by publication in available news media or by mail to the address of each member, or by other designated means of communication.
  2. At all regular meetings of the Society, thirty members shall constitute a quorum for the transaction of business.
  3. When a speaker comes from a distance to present a program to the Society, some remuneration or transportation reimbursement can be made.

ARTICLE VI

The rules contained in “Robert’s Rules of Order” shall govern the proceedings of the Society except in such cases as are governed by the By-Laws.

ARTICLE VI

These By-Laws may be amended at any regular or adjourned meeting of the Society by a two-thirds vote of those voting, provided notice was given at the previous meeting.  Or, they may be amended at a special meeting called for that purpose, with previous notice and a two-thirds vote.  All proposed amendments shall be submitted in writing.

ARTICLE VIII

In the event the Society shall cease to exist, any assets, which the Society shall have, including monies, books, publications, or any other materials, shall go to the Gore Center at Middle Tennessee State University located at Murfreesboro, Tennessee.

Greg Tucker, Acting Counsel
Rutherford County Historical Society

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