Ellis County Museum
By-Laws
OFFICIAL
BY-LAWS
OF
ELLIS COUNTY MUSEUM, INC.
(A Non-Profit Texas Corporation)
AS AMENDED JULY 31, 2017
*****
ARTICLE I. NAME, OBJECT AND FISCAL YEAR
Section 1. The name of the corporation shall be Ellis County Museum, Incorporated (a non-profit Texas Corporation). It may be referred to as the Museum, herein and elsewhere.
Section 2. Museum Purposes. The purposes of the Ellis County Museum are (1) to collect, preserve, and interpret artifacts and information on the scientific, technological, artistic, social, political, educational, natural, economic, and cultural history of Ellis County; (2) to make Museum holdings and information accessible to the public by means of publication and exhibition; (3) and to engage in and to encourage others to engage in study and educational use of Museum holdings and collections.
Section 3. The fiscal year of the Museum shall be from August 1st to July 31st of the following year.
ARTICLE II. MEMBERSHIP
Section 1. Any person, firm or corporation may become a member of the Museum.
Section 2. The annual membership dues and categories shall be determined by the Board. The Board of Directors may accept gifts in the form of memorials or contributions and in such forms and for such purposes as may be consistent with the purpose of the organization.
Section 3. Dues are due and payable August 1st of each fiscal year.
Section 4. The Museum will consider any member not having paid such dues before the current annual membership meeting as ineligible to vote, and if such dues are not paid during the current year, that the member has tendered their resignation.
ARTICLE III. BOARD OF DIRECTORS
Section 1. The Board of Directors will consist of fifteen (15) to twenty-seven (27) persons as elected by the Museum membership; the number of directors shall be set for each year at the annual membership meeting. Interim appointments may be made as provided in Section 5 of this Article. Board members of the Ellis County Museum, Inc. shall be citizens of Ellis County.
Section 2. Terms of office shall be three (3) years. One-third of the Directorships shall terminate at the end of each fiscal year.
Section 3. Directors whose terms of office expire will continue to serve until their successors have been elected.
Section 4. The Board shall have the authority to make appointments to fill vacancies in its membership and its officers; such appointees shall serve until the next annual membership meeting.
Section 5. The Board will make an annual report to the membership at the annual membership meeting.
Section 6. There shall be an Executive Committee consisting of the officers, immediate past-president and two (2) additional Board Members nominated by the Board. Its duties shall be to advise the Board and transact any emergency business which cannot be delayed until the next regular Board meeting.
Section 7. The Board will elect from its membership, at the first meeting after the annual membership meeting, the officers of the Museum as set forth in Article IV.
Section 8. Any director failing to attend four (4) consecutive Board meetings or a total of six (6) Board meetings during the fiscal year, shall be considered as having tendered his resignation and shall so be notified by the Secretary. Illness will be given special consideration. The Board shall take action for replacement as provided in Section 5 of this Article.
Section 9. Honorary Board membership may be granted to members who have rendered outstanding service to the Museum. Honorary Board Members may attend Board Meetings and participate in deliberations but shall have no voting rights and shall not be counted for attendance.
ARTICLE IV. OFFICERS AND CURATOR
Section 1. The officers of the Museum shall be President, Vice-President, 2nd Vice-President, Treasurer and Recording Secretary.
Section 2. There shall be a Curator for the Museum.
Section 3. The officers will each serve for two (2) years or until their successors have been elected. They may be re-elected by the Board.
Section 4. Duties of the President: to preside over all meetings of the Board and the membership; to appoint Standing and Special Committees to conduct the affairs of the Museum; to be ex-officio member of all committees except the Nominating Committee for officers; and to perform all other duties pertaining to the office.
Section 5. Duties of the Vice-President: to assist the President in all matters and to assume the duties of the President in their absence.
Section 6. Duties of the Recording Secretary: to keep a permanent record of the minutes of the Executive Committee, Board of Directors, and Membership Meeting; to keep an attendance record of all meetings.
Section 7. Duties of the 2nd Vice-President: to assume the duties of the Vice-President in their absence or inability to carry out his duties; 2nd Vice-President will be Chairperson of the Long-range Planning Committee.
Section 8. Duties of the Treasurer: to be the custodian of all funds and securities; to keep an accurate and complete permanent ledger account of all receipts and disbursements; to render a financial report at all Board and Membership meetings; to pay all bills as approved by the President or the Board of Directors.
Section 9. Officers and Curator may be bonded in an amount as decided by the Board.
Section 10. Duties of the Museum Curator: to be in charge of the operation of the Museum; to be responsible for its administration and its activities according to the policies established by the Board; to have the authority to employ and dismiss personnel of his staff (the number and compensation of the personnel shall have Board approval); to keep the Board informed, through informal reports at Board meetings, on conditions and activities and make recommendations in regard thereto as seems proper; to call the Board's attention to any matters requiring action or notice; to work in conjunction with the activities of all Committees; to perform such other duties as may be assigned.
ARTICLE V. FINANCIAL RULES
Section 1. All moneys shall be deposited in the name of the Ellis County Museum, Inc. in one or more reputable commercial banks, to be determined and designated by the Board of Directors.
Section 2. All bills shall be paid by check.
Section 3. Two (2) signatures shall be required on all checks.
Section 4. Authorized signatures for checks shall be: the President, the Vice-President, the Treasurer and the Curator.
Section 5. Financial Reports shall have the final approval of the Board of Directors.
Section 6. The President shall have the authority to authorize the payment of bills up to a total amount of $200.00 against the Museum, in advance of any Board meeting.
ARTICLE VI. MEETINGS
Section 1. The annual membership meeting shall be held the last Monday of July of each fiscal year, the time and place to be decided by the Board of Directors.
Section 2. Twenty (20) or more members present at the membership meeting shall constitute a quorum.
Section 3. Special meetings of the membership may be called by the President with the approval of the Board or by any ten (10) or more members. All members shall be notified in ample time to be able to attend. An announcement by radio and/or newsprint will constitute sufficient notice.
Section 4. Board of Directors meetings shall be held once a month at such a time and place as may be decided by the Board.
Section 5. The presence of ten (10) of the elected members of the Board including two (2) officers shall constitute a quorum at regular Board meetings.
Section 6. Special meetings of the Board may be called by the President or by any five (5) or more Board members. A majority of the elected Board members shall constitute a quorum. All Board members shall be notified in ample time to be able to attend. An announcement by phone or writing will constitute sufficient notice.
ARTICLE VII. STANDING COMMITTEES
Section 1. There shall be the following Standing Committees each having a chairman from the Board of Directors and at least two (2) other members appointed by the President from the membership.
A. Long-range Planning
Develop long range plans for the Museum's growth.
Develop endowments, grants, gifts and investment plans for Museum funds with the Board's approval.
B. Real Estate Maintenance and Restoration
Arrange for repairs and restoration of all Museum real estate. All expenses shall have the Board of Director's approval.
C. Budget
Provide the Board of Directors at their August meeting a working budget for the next fiscal year.
D. Social
Arrange social activities subject to the Board of Director's approval.
E. Acquisitions
The Acquisitions Committee shall supervise and support Museum staff in the acquisition and deaccessioning of Museum holdings pursuant to the Museum By-laws, the Board's Collection Management Policy, and rules and procedures enacted thereunder.
F. Membership
The Membership Committee shall solicit new Museum members from the county. Solicitation may include corporate and/or individual membership to increase the Museum's dues base and support.
G. Special Events
Organize and make arrangements for special museum activities to enhance the Museum and the benefits of Museum membership. All events shall Board approval.
H. Exhibits
Organize and make arrangements for special temporary/traveling exhibits to enhance the Museum and the benefits of Museum membership. All exhibits shall have Board approval.
I. Gingerbread Trail
This Committee will operate under its own set of By-Laws established by the Board of Directors.
ARTICLE VIII. AUDIT
The Board may engage a reputable accountant to audit the books and records of the Museum following the close of each fiscal year, and present such audit report at the next annual membership meeting.
It shall be the duty of the Board to have available Photostat copies of such audit report for inspection by and/or delivery to any interested member.
ARTICLE IX. AMENDMENTS AND RULES OF ORDER
Section 1. These By-Laws may be amended at any regular or special membership meeting by two/thirds (2/3) majority vote of members present.
Section 2. Robert's Rules of Order, Revised, shall be the authority on all procedural points not covered by the By-Laws, or the Statutes of the United States of this State.
ARTICLE
X. MEMORIAL RECOGNITION
A
minimum of 15 years total service (with exception for unusual circumstances)
applicable to a current or former ECM Board Director who has passed away.
Shortly
after the time of death, a newly eligible honoree shall be formally proposed by
the Board Officers and approved by a majority of Directors.
Section
3.
Formal Recognition:
A
personal letter recognizing the
deceased Board member will be presented to the appropriate survivor/s noting the
program and perpetual public recognition as noted below.
In
lieu of presenting an individual plaque, gift, and/or any other form of material
remembrance to the family, a name plate
with total years of service would be affixed to a Recognition
Plaque honoring all applicable former Board members.