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GANN HISTORICAL SOCIETY & LIBRARY, INC. BY-LAWS

ARTICLE I

Name

Section 1.   The name of this Corporation will be Gann Historical Society & Library, Inc.

ARTICLE II

Purpose

Section 1.   The Corporation shall promote an interest in family and community history and related fields for its Members and the public through meetings, workshops, examination of records, publication of books, newsletters, journals, and similar means, and educate the public on the sources and methods of research.

Section 2.   The Corporation shall collect, publish, preserve, and safeguard manuscripts, books, artifacts and family, church and public records and other materials relating to history, specific geographical areas and genealogical lines, and deposit such in one or more public libraries or archives that agree to make all such materials available for use by the public.

Section 3.   The Corporation shall provide for an exchange of information between Members and others through publications and computer data.

ARTICLE III

Members

Section 1.   Membership in this Corporation will be open to all interested in history and genealogy on an individual, corporate, or family basis, all hereinafter referred to as “Members.”

Section 2.   Membership shall be attained upon payment of annual dues to the Corporation. New members are accepted at any time during the year.

Section 3.  Honorary Membership may be granted by the Executive Board to individuals who have furthered the goals and ideals of the Corporation. Honorary Members will not be required to pay dues and will be entitled to all the privileges of regular Members except the right to vote or hold office.

ARTICLE IV

Dues

Section 1.   The Executive Board, as hereinafter constituted, shall determine from time to time the amount of annual dues for each class of membership and the Corporation shall give appropriate notice to the Members.

Section 2.   Dues will be paid annually. Renewal will be calculated on a rolling basis, with renewal due one year from the beginning of the last membership.

Section 3.   Members failing to pay their dues shall be deemed not in good standing and will forfeit all privileges offered that classification of members. Membership will be reinstated upon payment of membership dues.

ARTICLE V

Fiscal Year

Section 1.   The fiscal year of the Corporation shall begin on the first day of July and shall end on the last day of June in each year.

ARTICLE VI

Meeting of Members

Section 1.   There shall be an annual meeting of the Members to be held in the month of June each year for the purpose of electing Officers and Directors, as provided in Article X hereof, for receiving annual reports of Officers, Directors and Committees, and for transacting  other such business as may come before the meeting.

Section 2.   Additional meetings of the Members may be called by the Executive Board, by the President or at the written request of twenty (20) Members.

Section 3.   Notice of all meetings of the Members shall be issued in writing to the Members of the Corporation a minimum of fifteen (15) days prior to the said meeting and shall state the place, date and hour of the meeting.

Section 4.   Twenty-five (25) Members entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Members.

Section 5.   All Members except Honorary Members shall have voting rights. Individual and Corporate Members shall be entitled to one vote. A Family Membership shall be entitled to two votes. A Corporate Member may be represented at any meeting by any member of its staff designated by it for that purpose. A Member’s dues must be paid, and the Member must not be suspended as of the date of the meeting to be eligible to vote.

Section 6.   The vote of a majority of the Members at a meeting, at which a quorum is present, shall be an Action of the Members.

Section 7.   Except for the purpose of electing Officers and Directors, a Member shall be entitled to vote by proxy at any meeting of the Members.  All proxies must be in writing, bear the signature of the Member giving the proxy, and must specify the date of the meeting at which the proxy is to be used.

ARTICLE VII

Executive Board of Directors

Section 1.   The property, affairs, activities, and concerns of the Corporation shall be vested in an Executive Board of twelve (12) Directors, composed of the president, vice president, secretary, treasurer, and eight (8) Directors at large.

Correspond

Section 2.   Directors shall assume office at the close of the annual  business meeting of the Members, at which their election is declared and shall serve two (2) years, except those initially elected who may serve either one or two years, and thereafter until their successor shall have been duly elected.  For the sake of continuity, in no year except the initial year of the Corporation will a totally new Executive Board assume office.

Section 3.   The Directors shall:

(1) Hold meetings at such times and places as they deem proper,

(2) Appoint committees on particular subjects from the members of the Executive Board or from other Members of the Corporation,

(3)  Audit bills and disburse the funds of the Corporation,

(4)  Print and circulate documents and publish articles,

(5) Correspond and communicate with other individuals or associations interested in history or genealogy, and

(6)  Devise and carry into execution such other measures as they deem proper and expedient to promote the objects of the Corporation.

Section 4.   Regular meetings of the Executive Board shall be held upon notice or without notice to the general Membership of the Corporation.  The annual meeting of the Executive Board shall be held within the two days prior to the annual meeting of the Members.  The President may, when deemed necessary, or the Secretary shall, upon the request of at least three (3) members of the Executive Board, issue a call for a special meeting of the Executive Board.  All members of the Executive Board must be notified in writing of all meetings at least two days prior to such meeting.

Section 5.  Seven members of the Executive Board shall constitute a quorum for the transaction of business.  If a quorum is not present, a lesser number may adjourn the meeting to a later day, not more than ten (10) days later.

Section 6.  Resignations of Directors, Officers and committee members shall be in writing and delivered to the President or Vice President, and shall take effect upon receipt by the President or Vice President.

Section 7.  Whenever any vacancy occurs in the Executive Board by death, resignation or otherwise, it shall be filled by a majority vote of the remaining members of the Executive Board at a special meeting called for that purpose.  The person so chosen shall hold office for the remainder of the term of the Director who died, resigned or otherwise left office.

Section 8.  Any one or more of the Directors may be removed with or without cause, at any time, by a vote of two thirds of the members of the Executive Board present at a special meeting called for that purpose.

Section 9.   Any action required or permitted to be taken by the Executive Board may be taken without a meeting if all the members of the Executive Board shall individually or collectively consent in writing to the action.  The written consent or consents shall be filed with the minutes of the proceedings of the Executive Board.  Any action by written consent shall have the same force and effect as a unanimous vote of those consenting Directors.  Any certificate or other document that relates to the action so taken shall state that the action was taken by unanimous written consent of the Executive Board without a meeting.

Section 10. Subject to the provisions for notice required by these By-Laws, and the Missouri Not for Profit Corporation Law, Directors may participate in and hold a meeting by means of a conference telephone or similar communications equipment by which all Directors participating in the meeting can simultaneously hear each other during the meeting.  Participation in the meeting shall constitute a presence in person at the meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VIII

Duties of Officers and Directors

Section 1.   The Officers of the Corporation shall be a president, vice-president, secretary and treasurer.  No two offices shall be held by the same person.

Section 2.   Except as provided in Article VII, Section 7, Officers shall be elected directly by the Members and not by the Executive Board; all of whom shall be Members of the Corporation.   Any such Officer elected by the Members may be removed by such Members with or without cause.

Section 3.   The Officers shall not receive any compensation for their services but shall be entitled to payment for expenses actually incurred by them in the performance of their duties as such.

Section 4.   President.  The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He/she shall preside at all meetings of the Members and of the Executive Board, and shall be a member ex-officio, with the right to vote, of all committees except the Nominating Committee.  He/she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Executive Board, any deeds, mortgages, bonds, contracts, or other instruments which the Executive Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Board or by these By-Laws, or by statute to some other officer or agent of the Corporation.  The President shall, at the meetings of the Corporation, communicate to the Members or to the Executive Board such matters and make such suggestions as in the President’s opinion tend to promote and increase the usefulness of the Corporation and shall perform such other duties as are necessarily incident to the office of the President.

Section 5.   Vice-President.  In case of the death, absence of the President, or of his refusal or inability from any cause to act, the Vice-President shall perform the duties of the President.  When acting in the President’s place, the Vice-President has all powers of the President, and is subject to all the restrictions on the President.  The Vice-President shall perform such other functions as the Executive Board may from time to time assign.

Section 6.   Secretary.  It shall be the duty of the Secretary to attend all meetings of the Corporation and to keep the minutes of the Members and Executive Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be the custodian of the corporate records and of the seal of the corporation; to discharge such duties as may be assigned by the Executive Board, and generally to advance the interest of the Corporation.  In case of the absence or disability of the Secretary, the Executive Board may appoint a Secretary pro tem.

Section 7.   Treasurer.  If required by the Executive Board, and at the expense of the Corporation, the Treasurer shall give a bond for the faithful discharge of the duties of the Treasurer of such sum and with such surety or sureties as the Executive Board may determine.

The Treasurer shall keep an account of all moneys received and expended for the use of the Corporation, and shall make disbursements only upon vouchers or receipts for reimbursements of expenditures.  Expenditures in excess of $1,500.00 must be approved by the Treasurer and one other officer.  All sums received shall be deposited in a bank or banks, or trust company approved by the Executive Board, and make an itemized report at the annual meeting or when called upon by the President.  Funds may be withdrawn only upon the signature of the Treasurer or the President.

The funds, books, and vouchers in the hands of the Treasurer shall at all times be under the supervision of the Executive Board and subject to its inspection and control.  At the expiration of the term, all books, moneys, and other property shall be delivered to the successor or, in the absence of a Treasurer-elect, to the President.  In case of the absence or disability of the Treasurer, the Executive Board may appoint a Treasurer pro tem.

Section 8.   Directors at Large.  Directors at large will serve on the Executive Board and will assist the corporation, as necessary.  Directors may serve in one or more of the following capacities:

(1) Membership. One of the Directors may be designated as the Membership Director and shall be in charge of receiving membership dues, receiving changes of addresses and corrections, and presenting to the Secretary a list of names and addresses of all Members entitled to vote.

(2) Outreach. One of the Directors may be designated as Outreach Director                         and shall be in charge of designing and coordinating programs to recruit new members; establishing and implementing programs to retain members within our organization.

(3) Publications.  One of the Directors may be designated as Publications Director and shall oversee the following:

[1] Internal Communications – includes local bulletins.

[2] External Communications – includes newsletters, etc.

[3] Books and Pamphlet Publications – includes assembling, editing and publication of all historical and genealogical material for publication of all historical and genealogical material for sale.

(4) Research. One of the Directors may be designated as the Research Director and shall supervise and coordinate research activities being conducted by any Member or Members in order to prevent duplication of efforts in this regard.

(5) Conference.  One of the Directors of the Corporation may be designated as Conference Director and may be in charge of establishing the conference site and overall supervision of the annual meeting of the Corporation and such                                             other duties as the Board shall direct.

(6) Registry.  One of the Directors may be designated as Registry Director and may receive ancestor charts, family group sheets, letters, or any other form of family data information, which will be entered into a computer database available for research by Members and by the general public. The focus of this genealogical activity is to provide a depository of genealogical research, and is not limited to any one family line, group or surname.  The Registry is a means of encouraging the compilation and preservation of records.  A database will be maintained which will enable Members and other interested persons to locate others researching the same families in specific localities.

(7) Special Projects. One or more of the Directors may be assigned the responsibility for special projects, as deemed necessary the Executive Board, such as: fund raising, promotion and publicity, historical tours, pre-annual meeting historical site visits (such as a Civil War battle site), a cemetery monument-reading project for publication, etc.

(8) Gazette. One of the Directors may be assigned the responsibility of composing, compiling, publishing, and distributing the Quarterly publication known as “the Gann Gazette.”

ARTICLE IX

Standing Committees or Special Committees

Section 1.   The Executive Board may appoint standing or special committees at its discretion.  All committees shall report to the Executive Board as directed.

ARTICLE X

Nominations and Elections

Section 1.   The Executive Board shall appoint a Nominating Committee, composed of a chairperson and four other Members, none of which shall be a member of the Executive Board, whose duty it shall be to nominate annually a candidate or candidates for each of the vacancies among the Officers and Directors to be elected by the Members of the Corporation. Vacancies shall be staggered each year as follows: President, Vice President and four (4) Directors at Large positions on odd numbered years; and Secretary, Treasurer and four (4) Directors at Large positions on even numbered years. It shall be the duty of the Committee to obtain the consent of each candidate to be placed in nomination.

Section 2.   Voting may occur by printed ballots or through an electronic process.

1) If using printed ballots sent through the postal system:

a. At least two (2) months before the annual meeting of the Members of the Corporation, the Nominating Committee shall send to each Member a printed ballot containing the names of the candidates proposed by the Nominating Committee and space for any independent nominations.

b. To vote, a member must return the printed ballot to the return address indicated by the date (i.e., post-marked) stated on the ballot as the last valid date for casting a vote.

2) If using an electronic voting process:

a. At least six (6) weeks before the annual meeting of the Members of the Corporation, the Nominating Committee shall notify each Member of the Corporation of the voting process with instructions for its use and a list of the proposed candidates.

b. To vote, a member must follow the process outlined in the notice.

Section 3.   The Nominating Committee shall count the votes.  A plurality of all votes cast for each such office shall constitute an election of the person receiving the most votes.

Parts of Section 2 and 3 will be waived for the initial election only.  For that election Members may be notified of the nominees proposed by the Nominating Committee and any independent nominations prior to the annual business meeting, but additional nominations will be accepted from the floor and the vote will be by secret written ballot at that meeting.

Section 4.   The Chairperson of the Nominating Committee or a designated member of the committee shall announce the results of the election at the annual business meeting of the Corporation.

ARTICLE XI

Procedure

Section 1.   Roberts Rules of Order, as last revised, shall govern the proceedings of all meetings of the Corporation and of the Executive Board.

ARTICLE XII

Amendments

Section 1.   Upon recommendation of the Executive Board these By-Laws may be amended or repealed and new By-Laws adopted in lieu thereof by majority vote of the Members present at any regular or special meeting. Notice of the meeting and of any such proposed amendment of the By-Laws, together with a copy of such amended By-Laws, shall be given to each Member having voting rights prior to the date of the meeting.

These By-Laws were amended and adopted this  2nd  day of  September, 2020.

Barbara J. Cart, President ATTEST:    Cathie Schoppenhorst, Secretary.