Constitution & Bylaws
CONSTITUTION - 1978
ARTICLE I - NAME
Hancock County Historical Society - Its principal office will be in Bay St. Louis, Mississippi.
ARTICLE II - TERM
The term of the corporation shall be perpetual.
ARTICLE III - PURPOSES
The corporation is organized to operate exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of the 1954 (or the corresponding provision of any future United States Internal Revenue Law) and, more specifically, to discover and memorialize the history and architecture of Hancock County, Mississippi; to discover, purchase, commission or otherwise procure, publish and in any other way preserve writings, newspapers, blueprints, maps, journals and the like which shed light on the history and architecture of Hancock County, Mississippi; to research, discover, procure, purchase, restore and assure the preservation of buildings, land, homes, or other articles which may relate to the history and architecture of Hancock County, Mississippi; to establish and maintain historic homes, buildings or exhibits and land leased to or owned by the corporation; to hold meetings and other activities for the instruction and information of members and the public; and to accept donations of money, real property or other property for the above purposes.
ARTICLE IV - POWERS
The corporation shall have, without limitation by the specification thereof, the following powers, all of which shall be exercised exclusively in connection with the promoting or carrying out of the purposes of the corporation mentioned in Article III hereof; to undertake, either alone or in conjunction or cooperation with others any lawful acts and things and engage in any and all lawful activities which may be necessary, useful, suitable or desirable for the furtherance of any or all the purposes for which the corporation is organized and to aid or assist other organizations, the activities of which are such as to further any of such purposes,
ARTICLE V - MEMBERS
Membership is unlimited and available to all persons interested in and working for the purposes of Article III. The corporation shall have one class of members, who shall be entitled to vote. Any individual or organization interested in supporting the purpose of the corporation may become a member of the corporation by filing an application in such form as the Board of Directors shall establish from time to time. Other conditions and regulations of membership, and the rights and privileges of members shall be determined and fixed by the bylaws.
ARTICLE VI - OFFICERS AND BOARD OF DIRECTORS.
The officers and Board of Directors shall consist of not less than seven and not more than fifteen.
1. The officers shall be President, First Vice-President of History, Second Vice-President of Pre-History, Secretary and Treasurer, who shall be elected for a term of two years, and three Directors (Membership, Publicity, and Historian) who shall be elected for a term of two years
2. The officers and Directors shall constitute the Board of Directors.
ARTICLE VII - PROSCRIBED ACTIVITIES.
1. The corporation is nonprofit and no part of the corporation's income is distributable to its Directors or officers, and the corporation shall not have or issue shares of stock or pay dividends.
2. The corporation is organized and, notwithstanding any other provisions of this Certificate of Incorporation, shall be operated exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, and the regulations thereunder, as the same now exist and may hereafter be amended from time to time.
3. In no event shall any part of the net earnings of the corporation inure to the benefit of, or be distributable to, its Directors or officers or to other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof..
4. No substantial part of the activities of the corporation shall be carrying on for propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
5. Notwithstanding any other provision of this Certificate of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954, and the regulations thereunder, as the same now exist or may hereafter be amended from time to time.
6. If the corporation shall be or become a private foundation as such term is defined by Section 509, then the corporation shall be required to distribute its income for each taxable year at such time in such manner as not to subject it to tax under Section 4942, and the corporation shall be prohibited from engaging in any act of self-dealing (as defined in Section 4941 (d), from retaining any excess business holdings (as defined in Section 4943 (c), from making any investments in such manner as to subject the corporation to tax under Section 4944, and from making any taxable expenditures (as defined in Section 4945 (d). The statutory references in this Paragraph 6 are to the Internal Revenue Code of 1954, and the regulations thereunder, as the same now exist and may hereafter be amended from time to time.
ARTICLE VIII - COMMITTEES.
1. There shall be a Finance Committee consisting of the Treasurer as Chairman and two members who shall be elected by active members of the Board of Directors for a term of two years, or for a term as shall coincide with the expiration of their term as active Directors.
2. There shall be other committees as the Board of Directors shall deem proper and expedient, elected by active members of the Board of Directors. Their term of office to coincide with that of the President, however subject to reappointment.
3. The Chairman of the Finance Committee shall be an active Director of the Corporation. Personnel of other committees may or may not be active Directors or members of the corporation, subject to approval of the Board of Directors.
ARTICLE IX - DISSOLUTION.
1. In the event of dissolution, the residual assets of the organization will be distributed to one or more organizations which themselves are exempt as organizations described in Sections 501 (c) and 170 (c) (2) of the Internal Revenue Code of 1954, or corresponding sections of any prior or future Internal Revenue Code, or to the federal, state, or local government for exclusive public purpose.
2. Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law, or (b) a corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States Internal Revenue law.
3. This corporation shall not be required to make publication of its charter; it shall issue no shares of stock; it shall divide no dividends or profits among its members; it shall make expulsion the only remedy for non-payment of dues; it shall vest in each member the right to one vote in the election of all officers; it shall make the loss of membership, by death or otherwise, the complete termination of such member's interest in the corporate assets. No member of the corporation shall have any personal liability for corporate debts, but the entire corporate property shall be liable for the claims of its creditors.
4. No part of the activities of the corporation shall be carrying on for propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
(Signed Louis J. Fernandez) President
(signed Jerome V. Boudreaux) Secretary
Approved: May 8, 1978
BYLAWS - 1978
ARTICLE I - NAME
Section 1. The name of this corporation shall be HANCOCK COUNTY HISTORICAL SOCIETY (hereinafter referred to as the "Corporation"). Its principal office will be in Bay St. Louis, Mississippi.
ARTICLE II - MEMBERS
Section 1. Membership shall be open to all persons, corporate or natural, interested in the objects of the corporation. Members of the organization shall consist of those persons who, by paying annual dues of $12.00, or as the Board of Directors shall establish from time to time, shall hold their membership status. All members shall have voting rights and each member shall be entitled to one vote on each matter submitted to the membership for a vote. Each member shall have the right to attend and vote at any regular or called meeting and to hold office. The annual dues shall be payable by January first each year. Failure to pay dues for a period of ninety days after that date shall constitute a delinquency, and any delinquent member may be dropped from the rolls.
Section 2. The board of Directors may request the resignation of any member, individual, organization, or corporation, whose activities it deems not consistent with the objectives of the Hancock County Historical Society.
Section 3. The Board of Directors may in its discretion suspend the voting privileges of any member who has been and remains in default in his financial obligations to the corporation for a period of six (6) months or longer.
Section 4. Any member may resign by submitting written notice of resignation to the Secretary.
Section 5. Membership may consist of five classes:
(a) Individual active members - Any person interested in the purposes of the society shall be eligible.
(b) Institutional members - Any corporation, organization, board, school, or library interested in the purposes of Hancock County Historical Society shall be eligible.
(c) Contributing and sustaining members - A person, group or firm offering special support to the objectives of the Society shall be eligible.
(d) Honorary members - Honorary membership may be conferred upon any person whose activities have contributed to the objectives of the society, Honorary members shall be elected by a three-fourths vote of members present at the meeting in November, upon nomination by the Board of Directors. Honorary members, as non-voting members of the Board of Directors may serve in an advisory capacity.
(e) Life members
ARTICLE III - MEETINGS OF MEMBERS
Section 1. Meetings of the members shall be held once each month at such place, or places, either within or without Hancock County, Mississippi, as may from time to time be fixed by the Board of Directors.
Section 2. Special meetings of the members may be called by the President, Secretary and/or one-third of the Board of Directors, and shall be called by the President upon written application of ten (10) percent of the members of the corporation.
Section 3. Notice of each meeting of the members shall be held at such place or places as may from time to time be fixed by the Board of Directors, stating the place, day and hour of the meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called shall be delivered not less than three (3) days nor more than fourteen (14) days before the date of the meeting, either personally, by mail, or telephone by or at the direction of the President or Secretary to each member.
Section 4. Quorum. The presence of one-third individual active members in person or by proxy, including four (4) officers or active members of the Board of Directors shall constitute a quorum.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. The corporation shall be governed by a Board of not less than seven (7) Directors. Directors shall be elected annually by the individual active members. Nominations shall be made by a nominating committee consisting of three (3) active members of the corporation, who are not then Directors, appointed by the President and approved by the Board at the September Board of Directors meeting. In October the nominating committee is to present to the Board of Directors and members at the regular membership meeting the nomination of slate of officers. Nominations shall be accepted from the floor. At the November meeting there shall be election of officers by secret ballot, and installation of officers shall take place at the December or a called meeting prior to January first. Each Director shall hold office for the term for which he is elected and until his successor shall have been elected and more terms, provided he or she shall not be nominated to the same office unless one year elapses between the end of his or her last term and the beginning of the term for which he or she is nominated. The newly elected Directors shall have a tenure of staggered terms. Terms of office of the President, Second Vice-President, Historian, and Publicity, shall coincide for a term of two years. Terms of Secretary, First Vice-President, Membership, and Treasurer shall coincide for a term of two years.
Section 2. Any vacancy occurring in the Board of Directors (other than a vacancy resulting from the normal expiration of a term of office) may be filled by appointment of a nominating committee by the President, approved by the Board, and elected by the membership by secret ballot. The vacancy shall be filled for the unexpired term of his or her predecessor in office. Any Director may be removed from office at any time by the affirmative vote of two-thirds of the Directors in office. Directors shall not be nominated to the same office unless one year elapses between the end of his or her last term and the beginning of the term for which he or she is nominated. In case of resignation or death of the President the First Vice-President automatically becomes President for the unexpired term. The Second Vice-President may be nominated on the approval of the Board and the membership to become First Vice-President.
ARTICLE V - MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors, regular or special, may be held within or without the State of Mississippi upon not less than two (2) days notice to each Director, either personally or by mail, or telephone, subject to waiver of notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting. Regular meetings shall be held at least semi-annual or more often as established by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by the President or by the written request of a majority of the Directors in office.
Section 2. Four members of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 3. Board of Directors meetings, special meetings, or membership meetings may not be postponed or eliminated except by a vote of a quorum of the Board of Directors.
ARTICLE VI - COMMITTEES
Section 1. The Society may have the following standing committees as adopted by a majority of Directors in office.
(a) Library Committee - responsible for collecting, cataloging, the care, arrangement, and repair of books, manuscripts, newspapers, and other historical source material.
(b) Museum Committee - responsible for collecting, cataloging, cleaning, repair, and storage of historic objects; for arranging museum exhibits, and the correct historic interpretation of these exhibits; for the care and upkeep of museum quarters.
(c ) Publication Committee - responsible for finding ways and means for publishing joint or individual research studies; newsletter to members, a quarterly bulletin, or books; for publicity; for staging radio and television programs.
(d ) Historic Sites Committee - responsible for establishing the historic validity for sites proposed for marking; for marking historical sites; for arranging historical tours.
(e) Program Committee - responsible for arranging suitable programs; for setting time, place, and date of meetings.
(f) Membership Committee - responsible for membership drives and processing new candidates for membership.
(g) Nominations Committee - responsible for making nominations for officers and members of the Board of Directors. Nomination for Vice-President vacancy should be a person competent to perform the duties of President.
(h) Executive Committee - included without limitation.
(i ) Publicity Committee - responsible for reports of meetings and functions of the Historical Society. The Publicity Chairman shall receive copies of Board and regular meetings' minutes from the Secretary for publicity.
Section 2. The president may appoint two or more Directors by resolution adopted by the majority of the Directors in office to each committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law.
ARTICLE VII - DUTIES OF OFFICERS AND DIRECTORS
Section 1. The officers of the Corporation shall be elected annually by the membership and shall consist of a President, a Secretary, and a Treasurer, and may include one or more Vice-Presidents and such other officers as may be deemed necessary. Any two or more offices may be held by the same person, except the offices of President, first Vice-President, Second Vice-President, and Secretary.
Section 2. The Board of Directors may require any of the officers or employees of the Corporation to give bond to the Corporation with sufficient sureties, conditioned upon the faithful performance of the duties of their respective offices or employment.
Section 3. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of two thirds of the Directors in office. Any vacancy occurring in any office of the corporation (other than a vacancy resulting from the normal expiration of a term of office ) shall be filled by the Board of Directors not sooner than thirty (30) days after written notice of the vacancy has been mailed to all members.
The President shall be the chief operating officer of the Corporation; he or she shall have general and active management of the affairs and property of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect; shall be ex-officio a member of all standing committees. He shall preside over meetings of the Board of Directors.
The Vice-Presidents shall respectively have such powers and perform such duties as may be assigned to them by the Board of Directors, or the President. In the absence or disability of the President, the Vice Presidents, in the order determined by the Board of Directors, shall perform the duties and exercise the power of the President. The First Vice-President shall be director of the Program Committee. The Second Vice-President shall be director of the Museum Committee.
The Secretary shall keep the minutes of all meetings of the Board of Directors, of all meetings of committees of directors appointed in accordance with ARTICLE VI of these bylaws and of all meetings of the members. He or she shall give, or cause to be given, such notice of all meetings of the Board of Directors and all meetings of the members as may be required by the bylaws, and shall perform such other duties as shall be assigned to him or her by the Board of Directors or the President. He or she shall preserve in book of the Corporation true minutes of the proceedings of all such meetings. He or she shall safely keep in his custody the seal of the Corporation and shall have authority to affix the same to all instruments where its use is required.
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall be responsible for depositing all moneys in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall be responsible for disbursing the funds of the Corporation in accordance with the direction of the Board of Directors, and shall render to the Board of Directors at its regular meeting, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, and at the expense of the Corporation he shall deliver to the President of the Corporation a bond to be kept in force and in such form and amount and with a surety satisfactory to the Board, conditioned for faithful performance of his duties and for restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his possession or under his control belonging to the Corporation.
The approved minutes and records of Board of Directors and regular meetings are to be received from the Secretary following each meeting. The Historian is to receive, record, and place as designated by the vote of the Board of Directors. Approved records are to be placed, indexed, and accessible to membership for reference. Library historical source material, of research, and other, are deposited, donated, or placed with Historian and/or Library Committee, indexed and accessible to membership and public for research.
ARTICLE VII - CONTRACTS, CHECK, DEPOSITS AND FUNDS
Section 1. Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all checks, drafts and other instruments for the payment of money and all instrument of transfer of securities shall be signed in the name and on behalf of the Corporation by the Treasurer or by such other officers, or agents, or employees of the Corporation, as may, from time to time, be designated by the Board of Directors. All instruments of transfer of personal property other than Securities, all instruments of conveyance of real property and all contracts and and agreements shall be signed by such officer or agents as the Board of Directors shall direct, and in any event, they may be signed by any two (2) of the following officers, n namely, the President, Secretary or Treasurer. The Board of Directors may authorize and empower one or more officers or agents of the Corporation to execute and deliver any and all papers and documents or to do other acts or things on behalf of the Corporation, including any required or convenient in dealing with Governmental authorities.
Section 2. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 3. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE IX - DUES
The members may determine from time to time the amount of annual dues payable to the Corporation by the members, deposited with the Treasurer.
ARTICLE X - SEAL
The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the date of its incorporation and the word "Mississippi".
ARTICLE XI -FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end the last day of December in each year.
ARTICLE XII - AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of Directors in office at any regular or special meeting, provided that no such action shall be taken if it would in any way adversely effect the Corporation's qualification under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or any successor provision).
Adopted: May 8, 1978