By-Laws


The Historical Society of Charles County, Inc.

BY-LAWS

(revised as of October 2006)

ARTICLE I - MEMBERS

    1. Membership shall be open to persons who are interested in promoting and encouraging the objectives of this organization. (1)

    2. Persons interested in becoming members may present their request to the Chairman of the Membership Committee, enclosing the appropriate annual dues: (Family $40.00; Single $20.00; and Life Memberships $200.00 per person) (17). A late fee of $5.00 will be assessed after March 3lst.(12) Family Memberships shall include parents or guardians and their children who are students and who have not reached their twenty-first birthday. Students who desire to become members where their parents or guardians are not members are entitled to a reduced membership dues of $3.00 to encourage their participation in the Historical Society. (2)

    3. Members will be billed for dues and the same shall become payable in January of every year. Any Active member who shall make no financial contribution to the Society for a period of six months shall be automatically stricken from the list of Active members. (13) Nothing herein shall be construed to confer the right to vote upon any Active member whose dues shall not have been made in any year. (3)

ARTICLE II - MEETINGS

    1. Regular meetings of the Society shall be held in January, May and October at such time and place in Charles County as may be fixed by the Board of Directors. Regular meetings shall be general meetings, open for the transaction of any business within the powers of the Society without special notice of such business, except in cases in which special notice is required by the Charter or by these By-Laws. Notice of regular meetings shall be given to all members by the Secretary at least fourteen days before the date of such meetings.

    2. The October meeting is designated as the Annual Meeting and shall be the occasion for an annual dinner. At that time, yearly reports shall be made by all standing committees; and officers and directors shall be elected and installed.

    3. The January and May meetings shall be open for the presentation of business, lectures, demonstrations, exhibits and other purposes pertinent to the objectives of the Society.

    4. Special meetings of the Society shall be called by the Secretary at the request of the President, of twelve members of the Society, or of seven members of the Board of Directors. At least ten days notice of any special meeting shall be given to each member of the Society, together with a brief summary of the purpose of such meeting.  No final action shall be taken at any special meeting on any matter which is not announced in the notice of the meeting.

    5. Roberts "Rules of Order" (revised) shall be the parliamentary authority at all meetings of the Society. The President may, in his discretion, appoint a member to act as parliamentarian.  The following shall be the order of business for all meetings of the Society:

 Call to Order

 Roll Call

 Reading of minutes of previous meeting

 Treasurerís Report

 Reports of Committees

 Unfinished Business

 New Business

 Announcements

 Adjournment

 

    6. No person shall be entitled to vote by proxy at any meeting of the Society.

ARTICLE III - ELECTIONS

    1. The Nominating Committee shall, prior to each Annual Meeting, prepare a list of candidates for each of the offices of the Society and for such positions on the Board of Directors as expire at such meeting.  The list of candidates proposed by the Nominating Committee shall be circulated by the Secretary to all Active and Life members of the Society with the notice of the Annual Meeting.

    2. The report of the Nominating Committee shall be a sufficient nomination of the persons named in the list prepared by the Committee without further motion.  Additional nominations for any position may be made by two voting members of the Society.

    3. The Nominating Committee shall endeavor to provide a list of candidates which will, if elected and added to the Directors whose terms do not expire, insure representation so far as practical, by at least one member of the Board of Directors to each of the Election Districts of Charles County. At any annual meeting at which the election of candidates as submitted by the Nominating Committee would result in a Board of Directors which does not contain a representative of one or more of the Election Districts of the County, the report of the Committee shall give a summary of the reasons for the failure to provide such representation.

    4. In the event of a vacancy during the term of any officer or director, the Nominating Committee shall propose a candidate to fill such vacancy. Such proposal shall be circulated to all Active and Life members of the Society with the notice of the regular or special meeting at which such vacancy is to be filled. The election of any person to fill a vacancy at any regular or special meeting shall be in accordance with Section 2 of this Article.

ARTICLE IV - BOARD OF DIRECTORS

    1. The business of the Society shall be conducted and managed by the Board of Directors, which may exercise all of the powers of the Society, except such as are by these By-Laws conferred upon or reserved to the members.

    2. The Board of Directors shall meet in September, December and April at such time and place as may be designated by the President.  Special meetings shall be called by the Secretary at the request of the President or six directors.  Notice of all meetings shall be given to each director by the Secretary at least three days before the date of such meeting.

    3. At any meeting of the Board of Directors, seven directors shall constitute a quorum for the transaction of all business, except where a greater number is required on any matter by the Charter or these By-Laws.  At any meeting of the Board of Directors, a majority of the votes cast shall be sufficient to elect and to pass any measure, unless the election or measure is one which, by express provision of the Charter or of these By-Laws, a different vote is required.

    4. The Board of Directors shall be composed of the President, the Vice-President, the Secretary, the Corresponding Secretary (15), the Treasurer, and eleven (11) other members as follows: four directors to be elected to hold office until the 1963 annual meeting; four directors to be elected to hold office until the 1964 annual meeting; and three directors to be elected to hold office until the 1965 annual meeting. At the annual meeting of 1963 and at each annual meeting thereafter, directors shall be elected to fill all terms which shall expire at said meeting. The directors, except officers elected at the 1963 annual meeting and at each annual meeting thereafter shall hold office until the third annual meeting after their election and until their successors are elected and qualified.  When a vacancy occurs among the directors, the vacancy shall be filled for its unexpired term at any regular or special meeting of the Society. (4)

    5. The Officers of the Society shall be a President, a Vice-President, a Secretary, a Corresponding Secretary (14) and a Treasurer, and such other Officers as may be prescribed by the By-Laws from time to time. (5) The Officers shall be elected at the annual meeting in October 1970, and at the annual meeting in October of each successive even numbered year.  The Officers shall hold office until their successors have been elected and qualified. (6)  When a vacancy occurs among the officers of the Society, it shall be filled for the unexpired term at the next regular or special meeting of the Society.  The duties of the officers shall be prescribed by the By-Laws. (7)

    6. Any member of the Society entitled to vote may be elected as an Officer or Director.  Additional qualifications for Officers and Directors may be prescribed in the By-Laws, but no additional qualifications shall affect the term of any Officer or Director elected and qualified at the time of its adoption. (8)

ARTICLE V - OFFICERS

    1. The President shall have general supervision over the affairs of the Society and shall see that all orders and resolutions of the Board of Directors and the membership are carried into effect.  He shall preside at all meetings of the Society and of the Board of Directors.  He may execute in the name of the Society all instruments requiring a seal, except in cases where the signing or execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Society.

    2. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.

    3. The Secretary shall attend all meetings of the Society and of the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. In the absence or disability of the Secretary, the aforegoing duties shall be performed by such member as may be designated by the President.  The Secretary shall keep in safe custody the Seal of the Society and when authorized by these By-Laws or the Board of Directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature. The Secretary shall keep a permanent record of the Society and a list of its members.

    4. The Corresponding Secretary shall be responsible for typing and keeping a file of all correspondences that are to be officially sent by the organization, type all meeting agendas of the Board of Directors and maintain an up-to-date directory of all officers, Board of Directors and committee chairman; work closely with the membership chairman in maintaining an accurate membership list and be responsible for any other appropriate duties designated by the Board of Directors. (16)

    5. The Treasurer shall have the custody of the funds of the Society and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Society, and shall deposit all monies in the name and to the credit of the Society in such depositories as may be designated by the Board of Directors. The Treasurer shall make payments out of the Society funds only on the presentation of bills approved by the Board of Directors, except for sums of less than ten dollars ($10.00), approved by the President.  In the absence or the inability of the Treasurer to act, the President shall have the authority to make payments as aforesaid. (9)

    6. In addition to the powers and duties enumerated in this Article, the officers shall exercise such other powers and perform such other duties as may be imposed from time to time by these By-Laws or by resolution or order of the Society or the Board of Directors.

ARTICLE VI - COMMITTEES

    1. The President shall appoint, with the approval of the Board of Directors, the following standing committees:  Membership; Finance; Entertainment; Lecture; Records and Materials; Nominating; Audit; and Publicity. The President, with the approval of the Board of Directors, may appoint such special committees as may be necessary from time to time.

    2. All committees, except the Membership Committee, may be composed of three, five or seven members at the discretion of the Board of Directors.  The Membership Committee shall be composed of ten members, and each of the members shall represent a different election district in Charles County. All committees may be chosen from the membership, from the Board of Directors, or both, except that no officer or director shall be a member of the Audit Committee.  The President shall be an ex-officio member of all committees except the Audit Committee.

    3. In addition to the duties imposed by these By-Laws, all committees shall perform such other duties as may be designated by the President or the Board of Directors.

ARTICLE VII - SEAL

    1. The seal of the Society shall be in a form adopted by the Members of the Society as soon after the formation of the Society as practicable. The President shall, at or before the first meeting of the Society, appoint a committee to propose a form of seal.

ARTICLE VIII - MISCELLANEOUS

    1. The Board of Directors shall appoint from the membership a Historian who shall summarize the work and progress of the Society at the Annual Meeting and prepare a report to be filled with the permanent records of the Society.

    2. The Board of Directors may appoint a legal advisor from the membership.

    3. The Audit Committee shall carefully examine the financial records of the Society and deliver a report of its findings at the Annual Meeting and at such other times as it may be called upon to do so.

ARTICLE IX - AMENDMENTS

    1. The Board of Directors shall submit proposed amendments to these By-Laws to the Society upon a vote of at least six members of the Board or upon motion of twelve Active or Life Members of the Society.  Amendments may be adopted at any regular or special meeting of the Society, provided notice of the proposed alteration or repeal be contained in the notice of such regular or special meeting.  A two-thirds vote of the members voting on any amendment to these By-Laws at such meeting shall be required to adopt such amendment.

    2. The Board of Directors shall submit proposed amendments to the Charter to the Society upon a vote of at least ten members of the Board or upon motion of twenty Active or Life members of the Society.

ARTICLE X - MARYLAND HISTORICAL SOCIETY

    1. The Society shall be enrolled as an annual institutional member of the Maryland Historical Society and pay its dues one year in advance. (10) The Society shall, when feasible, be represented at the annual meeting of the Maryland Historical Society by a person appointed by the Board of Directors. (11)

    The By-laws of the Historical Society of Charles County were written in 1961.  The following numbers, referenced in the text of the revised By-Laws, refers to the date of the Amendments and the record of this in the minutes (if any)

    1. October 13, 1984.

    2. October 13, 1984.

    3. October 13, 1984.

    4. October 24, 1962, vol. 1, p. 35

    5. October 24, 1962, vol. 1, p. 35.\

    6. October 24, 1970, vol. 1, p. 256.

    7. October 24, 1962, vol. 1, p. 35.

    8. October 24, 1962, vol. 1, p. 35.

    9. October 24, 1970, vol. 1, p. 256.

    10.  September 24, 1961, vol. 1, p. 2.

    11.  September 24, 1961, vol. 1, p. 2.

    12.  October 19, 1991.

    13.  October 19, 1991.

    14.  October 19, 1991.

    15.  January 25, 1992.

    16.  January 25, 1992.

    17.  October 21, 2006

 

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