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Proposed by-laws changes 2008
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The changes that were proposed at the March meeting of the Network are in blue. They will be discussed and voted on at the annual meeting on April 21, 2008. These changes were made to make the election of officers to coincide with the fiscal year, which runs January through December.
THE HERITAGE NETWORKBY-LAWSAs proposed on April 21, 2008 ARTICLE I—GENERAL Section I—Name This organization is incorporated under the laws of the State of Washington as a non-profit corporation and shall be known as THE HERITAGE NETWORK. Section II—Purpose The Network is formed to promote, discover, protect and preserve the natural, civic, literary, educational, religious and other related matter of a historical nature; to promote tourism associated with the historical aspects of this area; and to provide educational opportunities. Section III—Operation The Network is a non-profit organization and as such operates within the regulations governing such organization under section 501(c)(3) of the Internal Revenue Code. The Network shall observe all local, state and federal laws which apply to “501(c)” corporations. ARTICLE II—Membership Section I—Types of Memberships 1. Heritage Members—Each heritage organization (historical society, museum or other official heritage organization) located within Old Stevens County may designate one of their members to become Heritage Members of The Heritage Network. 2. Tourism Members—Each tourism organization (visitor center, chamber of commerce, or other official tourism organization) located within Old Stevens County may designate up to one of their members to become Tourism Members of The Heritage Network.3. General Members—Any individual interested in becoming a General Member of The Heritage Network. Section II—Dues The Board of Directors shall establish a dues schedule. This schedule shall be reviewed and acted upon yearly at the April annual meeting. Any changes shall be published to the membership in the next publication prepared by the Network and posted prominently at the meeting place of the membership and/or the Board of Directors. Section III—Voting In any proceedings in which voting by members is called for, each member in good standing shall be entitled to cast one vote. Votes cast by mail, proxy or attorney-in-fact shall not be counted. Section IV—Annual Meeting The annual membership meeting of the Network shall be held in April. The meeting place shall be fixed by the Board of Directors and shall always be within Colville, Washington. Other general meetings of the membership may be held from time to time as the Board of Directors shall deem desirable for the purposes of the Network.Section V—Special Meeting Special meeting of the membership may be called by the President, the Board of Directors or any group of 10 or more members. Notice of said meeting shall comply with RCW 24.03.080 as now and hereafter amended. Section VI—Quorum At any membership meeting, a quorum shall consist of two thirds majority of those present. ARTICLE III—BOARD OF DIRECTORS Section I—Definitions All references to “Director or Directors” or “Board of Directors” shall be taken as referring to “Trustee”, “Trustees” or “Board of Trustees” as referred to in the Articles of Incorporations. For all legal and practical purposes a Director shall be considered as a Trustee, and Trustee as a Director. Section II—Directors The business of this Network shall be managed by a Board of Directors. Section III—Number The number of Directors shall be no less than 10 and no more than 20. Seventy five percent of the Board must consist of Heritage Members representing individual organizations. Section IV—Eligibility Any member in good standing shall be eligible to serve as a Director. Good standing is defined as a dues paying member that has attended in the last year, half of the regular meetings. Any board member who misses six meetings in a row will be automatically removed from the board. Section V—Election Directors shall be elected by the general membership in December. Nominations are made by a nominating committee which is selected by the board no later than the November meeting. The nominating committee is responsible for ensuring the proper number of heritage members are elected each year. Directors shall serve a term of four years. Section IV—Regular Meetings The Board of Directors shall hold regular meetings as often as determined necessary, but no less than four times a year. A quorum shall consist of those Directors present at any regular meeting provided that under no circumstances shall a quorum consist of less than five Directors. No proxy voting nor voting by attorney-in-fact shall be counted. Section V—Special Meetings Special meetings of the Board of Directors may be called by the President or any four Directors. Notice of a special meeting shall be given in person, telephonically or in writing on no less than three days notice. ARTICLE IV—OFFICERS Section I—Officers The officers of this organization shall be President, Vice President, Secretary and Treasurer. Section II—Election The officers shall be elected annually by the general membership in December with the term to begin on January 1 of the coming year. Section III—Eligibility Any member of the Board of Directors shall be eligible to be an officer of the organization. Section IV—Duties President—Shall supervise all activities of the Network, execute all instruments on its behalf, preside as Chair at all meetings of the Board of Directors, preside at all meetings of the membership of The Network and perform such other duties usually inherent in such office. Vice President—Shall perform the duties of the President when the President is not available. Secretary—Records the minutes at Board of Directors meetings and ensures each Director/Officer receives a copy at the next meeting. Files minutes, agendas and financial reports as the official records of the Network. Maintains the corporate book for the organization. Treasurer—Will maintain the membership database and notify all members in March of the time and place of the general membership meeting in April. Will be responsible for all funds associated with the Network. Submits a financial report to the membership/Board of Directors at each meeting. Any expense over $300 must have Board approval prior to payment being made. Files financial reports as the official records of the Network. ARTICLE V—PROCEDURES The parliamentary procedures of this Network shall be governed by the Roberts Rules of Order. ARTICLE VI—AMENDMENTS TO BY-LAWS These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority vote of the Board of Directors at a regularly scheduled board meeting, provided that no alteration, amendment or repeal to the by-laws shall be effective unless first proposed in writing at a regular meeting held prior to the board meeting at which the same shall be adopted. These by-laws of The Heritage Network are hereby adopted as amended by a majority vote of the Board of Directors on this 21st day of April, 2008. _________________________________________ _________________________________________President Secretary