Constitution and By-Laws
THE ALEXANDRIA HISTORICAL SOCIETY CONSTITUTION
April 2003, as amended 27 June 2012
The name of the society is the Alexandria Historical Society, Inc. (the Society).
The purpose of the Society is to promote an active interest in American history and particularly the history of Alexandria and of Virginia. The Society is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, including, without limitation, to support appreciation of this history and development and preservation of historical resources related to this history. The Society is a non-profit organization.
There shall be six (6) classes of membership: Gift, Student, Individual, Couple, Sustaining and Patron. Each member shall have one vote. Membership shall be open to anyone interested in furthering the purpose of the Society.
The Board of Directors shall consist of a president, vice-president, secretary, treasurer, who shall also serve as registered agent, and ten (10) directors, one of whom shall be the editor of the newsletter, one of whom shall be the editor of the Chronicle, and eight (8) others who shall be elected by vote of the membership. Past presidents are eligible to be elected to the Board of Directors. At the request of the President, the immediate past President may serve as an ex-officio member of the Board of Directors.
No part of the assets of the Society shall inure to the benefit of any member or be distributed to any private person except the Society shall be authorized to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in Article II hereof.
No substantial part of the activities of the Society shall consist of attempting to influence legislation nor shall it in any manner or to any extent participate in or intervene in, including the publishing or distribution of statements, any political campaign on behalf of any candidate for public office; nor shall the Society engage in any activities that are unlawful under the applicable federal, state, or local laws.
Upon the dissolution of the Society, assets shall be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City in which the principal office of the Society is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
References to provisions of the Internal Revenue Code of 1986 shall be deemed to include corresponding provisions of any statutes which succeed such provisions.
THE ALEXANDRIA HISTORICAL SOCIETY BY-LAWS
April 2003, as amended 27 June 2012
Article I – Membership Meetings
Regular membership meetings shall be held during the year, the number to be determined by the Board of Directors. The May meeting shall be designated the Annual Meeting of the Society. Membership meetings shall be held on dates fixed by the Board of Directors at places designated by the President.
Special membership meetings may be called by the President.
Twenty members may, by signed petition, instruct the President to call a special meeting. The petition shall state the reason for such meeting. Upon receipt of such petition, the President shall call a special meeting within one week.
Twenty members shall constitute a quorum at a membership meeting.
Article II – Election of Officers and Directors
The annual election of officers of the Society and members of the Board of Directors shall be held at the Annual Meeting of the Society in May. Officers shall serve one year. Directors shall serve three years, beginning July 1 and ending June 30. Directors’ terms shall be staggered to ensure continuity on the Board.
All members of the Board of Directors shall be eligible for reelection.
At least three months prior to the annual meeting, the President shall appoint a Nominating Committee consisting of a chairperson and three additional members. Said committee shall submit a slate of candidates to the membership at least twenty days prior to the annual meeting.
Additional nominations may be made from the floor provided the nominee has given his or her consent.
Article III – Board of Directors Meetings
The Board of Directors shall meet regularly with a minimum of four meetings a year at a time and place designated by the President.
Board members are expected to attend board meetings. A Board member unable to attend a meeting of the Board of Directors should contact the President and/or the Secretary prior to the meeting.
From time to time, an Officer or Director may have a conflict of interest in a decision before the Board. In such cases, the Officer or Director may recuse himself or herself from voting on the issue.
A “conflict of interest” in a matter before the Board is any familial, financial, professional, employment, or other relationship of an Officer or Director pertinent to the matter that could reasonably be expected to adversely affect the objectivity of an Officer or Director when participating in the action.
The recusal of an Officer or Director with a “conflict of interest” is expected if the material facts regarding an Officer's or Director’s interest in a mater are disclosed or are known to the Board before the Board takes action on the matter giving rise to the conflict and the action taken by the Board in such a case is not voidable.
The President may call a special Board of Directors meeting with written, electronic or phone notice to Directors with a minimum of five days notice.
Five members of the Board of Directors may by written or electronic notice instruct the President to call a Board of Directors meeting. The notice shall include the purpose of said meeting.
One third of the Board of Director’s membership shall constitute a quorum at any Board of Directors meeting.
On such occasions as it becomes necessary to conduct business between the Board of Directors meetings, the President may call for a vote on a specific question via electronic voting. Electronic voting shall remain open for a minimum of 72 hours and may remain open longer if needed to reach a quorum. Electronic votes shall be tabulated by name and vote and reported to the Board of Directors electronically within a week of the vote. The same report shall be included in the minutes of the next board meeting.
Article IV – Duties of Officers
The President is the principal officer of the Society and shall preside at all meetings. The President shall appoint such chairs and committees as are required to conduct the business of the Society.
The Vice-President shall preside at meetings in the absence of the President. If the office of the President is vacated, the Vice-President shall assume all duties of the President until the next election of officers.
The Secretary shall keep accurate records of the meetings and proceedings of the Society and shall notify the Board of Directors of meetings and other events as designated by the President.
The Treasurer shall be responsible for the safekeeping of the Society's funds and for maintaining adequate financial records.
- The Treasurer shall collect dues and other monies, and shall deposit them in a banking institution that is federally insured and that has an office physically located in Alexandria.
- The Treasurer shall submit an Annual Budget for adoption by the Board of Directors by the first meeting of the fiscal year of the new board.
- Monies shall be paid out by numbered check signed either by the President or the Treasurer for amounts of $2,500 or less. Financial transactions of more than $2,500 shall require the signature of the Treasurer plus any one other officer.
- The Treasurer shall render a report at Board of Directors meetings, the Annual Meeting, and at other membership meetings as requested by the President or the membership.
- The financial records shall be audited annually at the conclusion of each fiscal year and the results reported to the President and Board of Directors.
- The Treasurer shall be responsible for maintaining the roster of paid members.
- The Treasurer shall serve as the registered agent.
- The Treasurer shall furnish to the President such financial information as is required for submission of filings with State and Federal authorities to preserve the legal and tax-exempt status of the Society.
Article V – Dues
The Board of Directors shall set the dues for the Society for the coming fiscal year for the following membership classifications: Gift, Student, Individual, Couple, Sustaining, and Patron levels.
Dues are due and payable July 1 of each year. A member in arrears more than six months shall be dropped.
Article VI – Order of Business
Business shall he conducted according to Robert's Rules of Order.
Article VII – Endowment Fund
An endowment fund shall be established in the name of the Society to receive, accumulate and invest contributions, grants and bequests to support the Society's programs for grants, awards and publications. Funds constituting the Endowment shall consist of those funds received by the Society under the terms of a gift instrument that are not wholly expendable by the Society on a current basis.
All funds in the Endowment Fund must be maintained in one or more insured financial institutions.
Contributions, grants and bequests with conditions attached shall be accepted only by a resolution of the Board of Directors.
Assets of the Endowment not otherwise invested shall be deposited in such depository institutions as the Board of Directors may select. Monies shall be paid out by instruments signed by such Officers or Directors of the Society as determined by resolution of the Board of Directors, provided any such investments must be invested in good faith in accordance with the care that an ordinarily prudent person in a like position would exercise under similar circumstances.
The President may appoint special committees to make recommendations for investments and expenditures from the Endowment Fund, including, as may be appropriate, for retention of an agent with special skills or expertise, provided costs for services to be provided by the agent are appropriate and reasonable in relation to the assets, the purposes of the Society, and the skills available to the Society. Any selection of an agent shall be subject to approval by resolution of the Board of Directors and shall be subject to periodic review by the Board and by any special committee designated by the Board to monitor the Endowment Fund.
Expenditures from the Endowment Fund for grants, awards and publications shall be made by resolution of the Board of Directors, except that the President may authorize expenditures in amounts of five hundred dollars ($500.00) or less.
The Treasurer shall be responsible for maintaining adequate financial records of the Endowment Fund. Audit of the funds and financial records of the Endowment Fund shall be included in the annual audit of the Society's funds and at other times as requested by the President or membership.
Article VIII – Amendments
The Constitution may be amended at the second of any two consecutive regular membership meetings by two-thirds vote of the members present, provided copies of the proposed amendment or amendments have been mailed to all members at least two weeks before the first membership meeting.
The by-laws may be amended at the second of any two consecutive membership meetings by a majority vote of the members present, provided copies of the proposed amendment or amendments have been mailed to all members at least two weeks before the first membership meeting.