AMENDED AND RESTATED
CONSTITUTION AND BYLAWS
BURLINGAME HISTORICAL SOCIETY
Name and Location
Section 1. The name of this organization is the Burlingame Historical Society, hereinafter referred to as “Association”.
Section 2. The principal location for the transaction of the business of this Association is in the City of Burlingame, County of San Mateo, and State of California.
Section 1. The purposes for which this Association is formed are:
(a) The specific and primary purposes are to operate as anon-profithistorical association for educational purposes within the meaning of Section 501 (C) (3) of the Internal Revenue Code of 1954.
(b) The general purpose of this Association is to have and exercise all rights and powers conferred on non-profit associations under the laws of California, provided, however, that this association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this association.
(c) No substantial part of the activities of thisAssociation shall consist of carrying on propaganda, or otherwise attempting to influence legislation. The Association shall not participate or intervene in any political campaign (including the publishing or distribution of statements on behalf of any candidate for public office.
Section 2. In accordance with our non-profit status under Section 501 (C) (3) of the Internal Revenue Code, members of the Association shall not receive pecuniary gain or profit by virtue of their membership.
Section 1. Membership shall be open to Individuals, Associations and Corporations regardless of their residence or sites, provided they have an interest in the history of the Burlingame area. The Board may establish honorary memberships and other types of membership. Membership is non-transferable.
Section 2. Membership shall commence upon payment of dues and acceptance of membership by the Board. Only Individual members may vote or hold office. The Executive Committee, by a two-thirds (2/3) vote, may refuse membership status to an applicant or suspend or remove a member for good cause if the Committee believes that the member would be detrimental, injurious or disruptive to the association in general, considering the Association’s Bylaws, Policies and Procedures and stated Purpose.
Section 3. Membership dues may be changed by the Board on an annual basis provided that thirty (30) days notice has been given to the general membership and a two-thirds (2/3) vote from those present at a regular or annual meeting. Dues currently established are stipulated in the Policies & Procedures of this association.
Recurring annual dues must be paid within three (3) months after becoming due and payable to continue membership in the Association.
Section 4. Resignations. Members may resign their membership in writing to the Secretary of the Association. The resignation shall be effective as of the date the resignation is received. No refund of dues will be made.
Section 1. The officers of this Association shall be a President, Vice President/Membership, Vice President/Museum, Secretary, and Treasurer.
These elected officers are hereinafter referred to as the Executive Committee. All officers shall be board members. The Board may request of the Nominating Committee that more than one (1) member be nominated for any one office, but if the office is split between co-officers, that office shall have only one (1) vote.
Officers shall be elected by a majority vote of those present at an annual meeting of the Association. If there is more than one nominee for an office, the vote shall be by written ballot. Term of office shall be for one (1) year, which shall begin at the close of the meeting at which they are elected and continue until their successors are elected. No officer shall be eligible to serve more than two (2) consecutive terms in the same office unless no other candidates for election come forth.
Section 2. Duties of Officers. Officers shall perform the ordinary duties oftheir office as prescribed in Robert’s Rules of Conduct, in the Policies and Procedures, and as requested by the Executive Committee. Officers must attend all Board Meetings or have an excused absence. Three unexcused absences are grounds for dismissal and replacement.
Section 3. Vacancies in Office. In case of vacancy in the office of President, the Vice-President of Archives shall become President. Vacancies in other offices shall be filled by a majority vote of the Executive Committee.
Section 4. The Board shall appoint a Nominating Committee consisting of a minimum of two (2) board members and one (1) general member of the association in August of each year. A slate of officers recommended by the Nominating Committee shall be presented to the Board for approval in November of each year, and shall be presented to the Association through the winter edition of the newsletter. Additional nominations may be made from the floor during the annual meeting if the nominee accepts the nomination.
Section 1. The Executive Committee shall consist of the elected officers.
Section 2. The Executive Committee shall have the power to act for the board between meetings of the board, and shall report to the board on all actions taken by it. It shall perform such other duties as may be delegated to it by the board.
Section 3. Meetings of the Executive Committee shall be at the call of the President, or upon the written request of three members of the Board.
Section 4. The quorum of the executive committee meeting shall be a majority of its members. Co-officers shall be considered as one voting member.
Board of Directors/Committees
Section 1. The Board of Directors shall consist of the elected officers and Chairpersons of standing committees. The Chairpersons shall be appointed by the President with the approval of the Executive Committee and are entitled to one (1) vote each. Standing committees are those committees that are on going and necessary for the function and mission of the Association. Standing committees are listed in the Policies and Procedures.
(a). Three officers and two committee chairpersons shall constitute a quorum of the Board of Directors.
Section 2. An Auditing Committee of two members and/or one non- member shall review the Association’s books; ascertain whether disbursements were authorized as provided in these bylaws, and report to the annual meeting of the Society.
Section 3. The President shall be an ex-officio member of all committees except the nominating committee.
Section 4. The President with the approval of the Board of Directors may dissolve committees.
Section 5. Special committees and/or task forces (ad hoc) may be appointed by the President with the consent of the Board of Directors. These committees are temporary and may not be members of the Board of Directors.
Section 1. The annual meeting of this Association for the election of officers,for receiving annual reportsshall be held in February of each year. There shall be at least three (3) general membership meetings each year that include the annual meeting.
Section 2. Other meetings shall be held at a time and place designated bythe Board of Directors.
Section 3. A quorum for the transaction of business at all general meetingsshall consist of ten (10) members.
Section 4. The President or any five members may call special business meetings at any time. Notice of special meetings must specify the items of business to be transacted.
Liability and Responsibility of Members
Section 1. No officer or member shall be personally liable for any bills orobligations of the Association, except for payment of his own dues.
Section 2. No officer or member of the Association shall incur the indebtedness of the Association or disburse any funds or monies in his keeping and belonging to the Association without prior authorization of the Executive Committee confirmed in writing by the President and Treasurer.
Section 3. The Executive Committee may not incur the indebtedness of the Association or disburseAssociation funds or monies in excess of $400without the prior authorization of the Association in an approved budget or special motion as recorded in the Secretary’s minutes.
Section 4. No officer or member shall expect reimbursement without prior authorization. Reimbursement shall be at the discretion of the Executive
Committee or Association as applicable under Sections 2 and 3.
Section 5. No person shall use the name, mailing list or official insignia ofthe Association for other than strictly Association purpose without the authorization of the Executive Committee, which is to be confirmed in writing by the President and Secretary.
Distribution of Assets
Section 1. The net assets of this Association are irrevocably dedicated to the historic purposes set forth in Article II and no part of the assets shall ever inure to the pecuniary or proprietary benefit of any individual. Upon dissolution of the Association, its assets, after payment or provision for payment of all debts and liabilitiesof this Association, shall be distributed for said purposes tothe San Mateo County Historical Association if it is still in existence and tax exempt, to another organization organized and operated exclusively for such purposes and which has established its tax exempt status under Section 501 (C) (3) of the Internal Revenue Code.
Section 2. Preservation and Protection of Museum Collections. No accessioned Museum collection or part of any accessioned Museum collection shall be sold, permanently traded or disposed of without prior approval by resolution of the Executive Committee.
Section 1. In matters not covered by these bylaws, Robert’s Rules ofOrder, newly revised, shall govern.
Section 1. These bylaws may be amended at any regular business meeting or the annual meeting of the Association by a two-thirds vote of those present, provided that intended changes are announced and posted at a prior generalmembershipmeetingand published and distributed at least 30 days before a vote is taken.