1. Name and Location
   1. The name of this organization shall be the Sullivan County Historical Society, Inc., also refered to herein as the "Society".
   2. Locations are the two properties owned in Milan, Missouri.
      • Main Museum, 117 N. Water Street
      • Depot Museum, East 3rd Street
   3. There being no mail delivery to either address, the primary mailing address shall be in care of the current Secretary,
      such as "Sullivan County Historical Society, c/o Mary Jones, Secretary, etc., etc.". P.O. Box 21, Milan, MO 63556".
   4. Other All Board or and Committee members may use similar addresses this address for specific official Society purposes , such as purchasing or advertising.
      This P.O.Box is to be checked on a weekly or more often basis.
2. Memberships and Dues
   1. Admission to the museums is free.
      • Under age 12 must be accompanied by an adult.
      • All visitors must be accompanied by a Society member.
      • All visitors are to sign the guest book.
   2. Society Memberships
      1. A member is one who is registered with the Society with all applicable dues paid.
      2. Dues are to be established by the Board and subject to revision at the start of a new Fiscal Year.
      3. To avoid increases, a member may pay up to 5 years' dues in advance.
      4. No refunds except in extraordinary circumstances.
   3. Categories of membership: (per each individual person)
      1. Child - Age 0-5 = Free Membership. May NOT vote or hold office. No card issued. Under 12 must be accompanied by an adult.
      2. Student - Age 6-17 - Half-price Membership. May NOT vote or hold office.
      3. Regular - Age 18-64 - Full-price Membership. MAY vote and hold office.
      4. Senior - Age 65-89 - Half-price Membership. MAY vote and hold office.
      5. Emeritus - Age 90+ - Free Membership. MAY vote and hold office.
      6. Charter - MAY vote and hold office
         Permanent: no further dues. Only those listed on the original Charter document.
      7. Life - MAY vote and hold office
         Permanent: no further dues. No longer issued. All previous Life memberships will be honored.
      8. Honorary - may NOT vote or hold office.
         Can be for any term as designated by the Board. Presented by the Board in response to exemplary service to the organization.
      9. Sponsor - may NOT vote or hold office.
         Direct contributor of money, goods, or services of $100 or more per year. Entitled to ad space for that duration.
         Ad space shall consist of one 11" x 8½" framed ad sheet, displayed at our choice of location in the museum foyer.
         No other outside ads may be displayed on Society property.
3. Officers, Nominating Committee, Elections
   1. The Governing Body shall be the Executive Board, refered to herein as the "Board".
      1. President: Call and preside over meetings
      2. Vice-President: act in the stead of the President
      3. Secretary:
         • Keep timely minutes and other records of meetings and other actions of the Society
         • Arrange timely publication of minutes and other notices in the local newspaper
         • Process all incoming mail and forward as appropriate.
         • Arrange the publishing of any paid ads or notices.
      4. Treasurer:
         • Process all incoming funds and approved disbursals.
         • Follow accepted practices to keep full and accurate records of all assets in and out.
         • Maintain the Society's lockbox.
         • Process and maintain all memberships and distribute full membership rosters to all Board members.
         • Maintain list of all holders of Society keys.
      5. Three Directors, with staggered terms (after initial reorganization, elect one 3-year Director each year)
   2. Nominations and Election
      1. Nominating Committee of 4 members shall be selected from the floor general membership at the meeting prior to the November business meeting.
      2. Nominating Committee members may not have served in that capacity for at least one year.
      3. Nominations are to be presented and voted at the November business meeting, with the newly elected board taking office on January 1.
      4. Plurality of voting members elects.
      5. Presiding officer abstains except to break a tie vote.
   3. Terms, Resignations, Removals
      1. A Board Member may not hold the same office for more than three consecutive terms.
      2. Any Board Member may resign at any time upon formal written notice to the Board.
      3. Any Board Member who fails to attend three consecutive meetings without valid reason shall be considered as to have resigned.
      4. A Board Member may be removed from office upon a 75% affirmative vote of those members voting, after adequate notice and 30 days for defense.
      5. The remaining Board Members shall appoint a replacement to fill any vacancies.
   4. Nepotism & Conflict of Interest, Etc.
      1. No Board member may be related (closer than 2nd cousin) to another Board member.
      2. A Board member who is a member of a committee or other conflicting interest may express their opinions, but must abstain from any vote or decisions regarding those interests.
      3. No office in the Society may be held by any convicted felon.
   5. GENERAL QUALIFICATIONS: All Board Members....
      1. Must be a registered member for at least one year.
      2. Must be available to attend and participate in all scheduled meetings.
      3. Must be willing to work with all other board and regular members.
      4. Must be able to clearly read and write English. Additional languages are a plus.
      5. Must be computer literate in appropriate office-type applications.
      6. Must have and regularly use email and telephone services to communicate with the Board.
      7. Must be willing to accept assignments and perform within their abilities.
4. Finances & Properties
   1. The Society's operational (fiscal) year shall be January 1 thru December 31 of each year.
   2. Funds
      1. General Fund
      2. Monument Fund
   3. Monies: Operating funds shall be derived from
      1. Dues
      2. Donations
      3. Bequests
      4. Grants
      5. Fund-Raisers
   4. Record Books are subject to, but do not require, a professional audit upon changing of Board.
   5. Acquisitions
      1. Artifacts for the Museum may be acquired by Gift, Loan, or Purchase.
      2. The Aquisitions Book and the Physical Inventory shall be kept current, with the master books on premises and computer backup in the Society lockbox.
      3. A full physical inventory is to be taken every ten years, beginning in 2010.
   6. Insurance: Maintain coverage as is feasable
      1. Liability Insurance (Essential)
      2. Building Loss Fire Insurance (Desirable)
5. Meetings
   1. Board Meetings - Monthly, at a time and place mutually agreeable to all a majority of board members.
      Quorum consists of a majority of the Board membership.
   2. Regular Membership Meeting - At least four times per year, at a time and place agreeable to the board and adequately publicised to the membership.
      Quorum to be determined by the presiding officer. Quorum to consist of 10% of the voting membership at the time, including the Board.
   3. Annual Business Meeting & Election - November.
      Quorum to be determined by the presiding officer. Quorum the same as for a Regular Meeting.
   4. Special Meetings - As Needed, at a time and place agreeable to the board and adequately publicised to the membership.
      Quorum the same as for a Regular Meeting.
   5. Sustaining Votes
      • Elections - plurality
      • Amendments to Articles or Bylaws - majority of returned ballots
      • Money Matters less than $1000 - Board may act
      • Money Matters over $1000 - majority of the voting membership
      • Matters requiring a vote may be published in advance and voted by written absentee ballot.
        Such ballots must include the (general) text of the proposal, the voter's choice, and a written signature and date.
        Multiple proposals must each be voted on a separate ballot.
6. Governing Authorities
   1. Applicable Laws
   2. Conditional Grants
   3. Articles of Incorporation
   4. Society Bylaws (this document)
   5. "Robert's Rules of Order" (latest edition)
7. Affiliations, Certifications, etc. (including, but not limited to)
   1. National Register of Historic Places (NPS)
   2. IRS 501(c)3
   3. Missouri Secretary of State
   4. Missouri State Historical Society
   5. Milan Chamber of Commerce
   6. Sullivan County Development Committee
8. Committees and Appointments (including, but not limited to)
   1. Genealogy Committee (separate board & finances & inventory)
   2. Collections Manager
      • Maintain Acquisitions Book & computer files
      • Oversee inventories
      • Maintain exhibits
   3. Nominating Committee (Ad Hoc)
      • Develop slate or ballot of candidates for office.
   4. Society Historian
      • Maintain scrapbook of items related to the Society & museums.
   5. Events Director
      • Manage all events sponsored or hosted by the Society, including Old Timers Days.
      • Oversee all Society fund-raisers.
      • Manage all media relations and publicity for such events.
   6. Buildings & Grounds Manager
      • Maintain and operate all physical properties.
      • Manage all outside contractors.
      • Manage all Society keys and maintain the list of all key holders.
   7. Membership Manager
      • Actively recruit new members.
      • Process and maintain all memberships and distribute full membership rosters to all Board members.
      • Manage all Docents and other volunteers
   8. Docent & Volunteer Manager
   9. Media Relations/Publicity Manager
   10. Fund Raising Manager
9. Ratification and Amendments
   1. Previously ratified bylaws remain in effect until replaced.
   2. Ratification of these bylaws shall be by a 3/4 affirmative vote of the membership.
      • Failed ratification shall be returned to the Board for revision and Re-voted at the next meeting.
   3. Amendments of these bylaws shall be by a 2/3 affirmative vote of the eligible membership.
      • Proposed amendments may be presented in writing at any meeting and voted at the following meeting.
      • An amendment that is voted down may not be re-introduced for one year.
   4. The Bylaws as ratified or amended shall be posted promptly on the Society website.
   5. Any member who requests it shall receive a printed copy of the Bylaws as ratified or amended.

Signatures: We, the Board, approve the ratification of these Bylaws.

______________________________, President

______________________________, Vice President

______________________________, Secretary

______________________________, Treasurer

______________________________, 1-year Director

______________________________, 2-year Director

______________________________, 3-year Director

Signatures: We, the following, approve the ratification of these Bylaws.
(Quantity of signatures should be at least the number of AYE votes.)

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________