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BY-LAWS
of the
DEALE AREA HISTORICAL SOCIETY
A NOT-FOR-PROFIT CORPORATION


ARTICLE I – ORGANIZATION
  1. The name of the organization shall be DEALE AREA HISTORICAL SOCIETY.
  2. The organization may at its pleasure by a vote of the membership body change its name.
  3. The organization shall have a seal which shall be in the form as depicted in Annex A, Deale Area Historical Society Logo. Variations of the logo are permitted for specialized uses, such as booth banner(s), branding on the Society World Wide Web pages, and office stationary, with consent of the Board of Directors.
ARTICLE II – PURPOSE

The Deale Area Historical Society mission is to collect, preserve, exhibit, and interpret documents, images, and artifacts related to the history of the Deale, Maryland area in order to share its history and culture with the local community and the general public.

ARTICLE III – STATUS AND LIMITATIONS
  1. To carry out the purpose of the Society and to make effective representations on behalf of its members, the Society shall be organized as a non-profit, non-stock corporation.
  2. No asset of the Society shall benefit any officer or member.
  3. The Society shall not participate in partisan political activity.
  4. The fiscal year of the Society shall commence on January 1 and terminate on December 31.
ARTICLE IV – MEMBERSHIP
  1. Open Membership Policy
    This organization shall be open for membership to all who subscribe to the purpose of the Society. Individual, household, student, Donor, Patron, and Benefactor memberships will be available, as well as corporate and business sponsorships for specific events.
  2. Voting Rights
    Each member in good standing shall be entitled to one vote on each issue submitted to a vote of the members. Each household in good standing shall be entitled to two votes on each issue submitted to a vote of the members.
ARTICLE V – DUES
  1. The dues of this organization shall be $20.00 for an individual membership, $30.00 for a Family (2 or more) membership, $5.00 for a full time student membership (with valid and current student identification), $50.00 for a Donor membership, $200.00 for a Patron membership, and $300.00 for a Benefactor membership per annum and shall be payable on January 1st.
  2. Membership dues for those individuals or households joining after June 30 shall be one half of the per annum fee for the first year.
  3. Timely payment of dues must be made in order to maintain good standing status of membership in the Society.
ARTICLE VI – MEETINGS
  1. Annual Meeting
    The annual membership meeting of this organization shall be scheduled by the Board to occur between November 1st and November 31st annually.

    The Secretary shall cause to be mailed via US Postal Service or Internet email to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.

  2. Regular Meetings
    Regular meetings of this organization shall be held in accordance with the schedule prescribed by the President. The meeting days and times may be adjusted as necessary upon notice to members from the Secretary.

  3. Special Meetings
    Special meetings of this organization may be called by the President or Board of Directors when deemed in the best interest of the organization. Notices of such meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.

    No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

  4. Quorum
    The presence of not less than seven (7) members shall constitute a quorum and shall be necessary to conduct the business of this organization.

  5. Informational Meetings and Social Events
    The Society may sponsor a variety of meetings and events designed to provide educational, recreational, or social opportunities for its members and their guests. It may also sponsor fund raising activities. If business is to be conducted at such events, the notice requirement for special meetings must be met.

  6. Procedure
    Roberts Rules of Order, in the current revised edition, shall be in force at the meetings of the Society, of the Board of Directors, and of the Society committees unless required otherwise by Maryland Statutes or these By-laws. Non-members of the Society may be recognized to speak at Society functions at the discretion of the presiding officer who shall also serve as parliamentarian.

  7. Voting
    At all meetings, except for the election of officers and directors, all votes shall be by voice.

    For election of Board members and officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

    At any regular or special meeting, if a majority so requires, any question or motion may be voted upon in the manner and style provided for election of officers and directors.

    For all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of two members who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results. The certified copy shall be physically affixed in the minute book to the minutes of that meeting.

    No inspector of election shall be a candidate for office.
ARTICLE VII – ORDER OF BUSINESS

Agenda for meetings will follow the following general outline. However, variations are permitted depending on the primary focus/purpose of individual meetings.
  1. Roll Call or Introduction of Members and Attendees
  2. Reading of the Minutes of the preceding meeting
  3. Reports of Committees
  4. Reports of Officers
  5. Old and Unfinished Business
  6. New Business
  7. Adjournment
ARTICLE VIII – BOARD OF DIRECTORS
  1. The business of this organization shall be managed by a Board of Directors consisting of nine (9) members. At least one of the directors elected shall be a resident of the State of Maryland and a citizen of the United States.

  2. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization, and they shall serve for a term of two (2) years.

  3. Five (5) members of the Board of Directors shall constitute a quorum for meetings of the Board of Directors.

  4. The Board of Directors shall establish a schedule for regular meetings of the Board.

  5. Each director shall have one vote and such voting may not be done by proxy.

  6. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

  7. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term.

  8. The President of the organization by virtue of his office shall be Chairman of the Board of Directors.

  9. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

  10. Subject to directives of annual and special meetings and these By-laws, the Board of Directors shall have authority over the activities and assets of the Society.

  11. The Board of Directors shall include:
    • President
    • Vice-President
    • Secretary
    • Treasurer
    • Five (5) at-large directors

  12. The Board of Directors shall nominate one or more members for each vacant position on the Board. Additional nominations of members, present at the annual meeting and willing to serve, shall be taken from the floor. All elections for the Board shall be conducted by secret, written ballot.

  13. At-Large Directors are elected for 2-year terms. Their terms shall expire on December 31st following the biannual election of At-Large Directors. Terms of At-Large Directors shall commence on odd numbered years. Note: Due to first term period for start-up terms, the At-Large Directors will serve from date of election through December 31, 2006.

  14. President, Vice President, Secretary, and Treasurer are elected for 2-year terms. Their terms shall expire on December 31st following the biannual election of new officers. Terms of these officers shall commence on even numbered years. Note: Due to first term period for start-up terms, these Officers will serve from date of election through December 31, 2007.

  15. Elections, either for At-Large Directors (see Item 13 above or Officers (see Item 14 above) shall be held in November.

  16. Not used (deleted by amendment on November 6, 2008)

  17. Not used (deleted by amendment on November 6, 2008)

  18. Election results and any changes to the By-Laws shall be published and distributed to all members after the November election.

  19. Regular meetings of the Board shall be held at places, dates, and times established by the Board.

  20. The meetings of the Board shall be open to the members.

  21. Directors shall not be compensated for their time and effort. The Board may authorize officers, directors, and committee members to be reimbursed actual and necessary expenses incurred while on Society business.
ARTICLE IX – OFFICERS

President
The President shall preside over all membership meetings and Board meetings. The President shall be the chief executive officer of the Society, responsible for day-to-day administration of the affairs of the Society and supervision of any employees or contractors. The President shall appoint all committee members who shall serve for a period of one year, or less if terminated by the Board of Directors. The President is an ex-officio member of all committees.

The President shall preside at all membership meetings, and by virtue of the office, be Chairman of the Board of Directors. The President shall present at each annual meeting of the organization an annual report of the work of the organization. The President shall see that all books, reports and certificates required by law are properly kept or filed. The President shall be one of the officers who may sign the checks or bank drafts of the organization. The President shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

Vice President
The Vice President shall assume the duties of the President should that office become vacant and shall preside at meetings when the President is unable to attend. The Vice President shall arrange for the educational segment of the annual meeting and carry out other assignments at the request of the President. The Vice President shall in the event of the absence or inability of the President to exercise his/her office become acting president of the organization with all the rights, privileges and powers as if he/she had been the duly elected president.

Treasurer
The Treasurer shall maintain the financial records of the Society and shall sign all checks. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget to the annual meeting. The Treasurer shall serve on the Finance Committee.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. The Treasurer shall cause to be deposited in a regular business bank or trust company a sum not exceeding $1000.00 (one thousand dollars) and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state.

The Treasurer must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

The Treasurer is authorized to sign checks for $100.00 (one hundred dollars or less) without a second officer of the Society signature. Checks for more than $100.00 require the signature of the Treasurer and one other Officer of the Society.

The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

The Treasurer shall exercise all duties appropriate to the office of Treasurer.

Secretary
The Secretary shall maintain the official records of the Society as well as any business records archives. The Secretary shall record and distribute the minutes of member meetings and Board meetings. In coordination with the Membership Committee Chairperson, the Secretary shall maintain a current record of the names and addresses of members entitled to vote and shall notify members of meetings and events. The Secretary shall prepare the Society newsletter unless an editor or committee chairperson is appointed to do so.

The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any statute, federal or state.

The Secretary shall give and serve all notices to members of this organization.

The Secretary shall be the official custodian of the records and seal of this organization.

The Secretary shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.

The Secretary shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.

The Secretary shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

Terms of Office
Officers and Board members will serve for a period of two (2) years from January 1st to December 31st with At-Large Directors serving terms commencing in odd numbered years and Officers (President, Vice President, Secretary, and Treasurer) serving terms commencing in even-numbered years.

Miscellaneous Provisions
Officers shall by virtue of their office be members of the Board of Directors.

No officer shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE X – SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE XI – COMMITTEES

All committees of this organization shall be established by the Board of Directors and their term of office shall be for a period of one year or less if terminated by the action of the Board of Directors.

Standing Committees
    Finance Committee
    The Finance Committee shall recommend fund-raising activities to the Board and, after receiving Board approval, shall organize such activities. The Finance Committee shall also annually audit the financial records of the Society.

    The Finance Committee shall be responsible for providing a fiscal year budget of income and expenses in November prior to the budget year.

    Collections
    The collections committee shall seek out and acquire information and artifacts relevant to the Deale area.

    Oral/Visual Histories
    The Oral/Visual Histories Committee shall schedule and conduct interviews with people who can provide information and share life experiences of the Deale area.

    Membership
    The Membership Committee shall initiate plans for recruiting of new members and retention of members.

    Publicity/Outreach
    The Publicity/Outreach Committee shall perform public relations functions for the organization and shall schedule and conduct community outreach functions such as festivals and community events on behalf of the Society.

    Website
    The website Committee shall plan, design, develop, and maintain currency of the Society's website (www.dahs.us)
Other Committees
The President may appoint such other committees as are deemed necessary to support the efforts of the Board. Examples of such as-needed, ad-hoc, or temporary committees are:
    Organizational Establishment/Planning Committees

      By-Laws
      The By-Laws Committee will initially formulate and thereafter identify changes and enhancements that may be needed or appropriate for consideration by the membership, and shall make recommendations to the membership. Such recommendations shall be conveyed in writing to the Secretary so that they may be distributed to the membership prior to or during a meeting of the membership.

      Incorporation
      The Incorporation Committee will draft and present to membership articles of incorporation.

      501(c)(3)
      The 501(c)(3) Committee to draft and present to membership recommendations and completed forms for application for Tax Exempt status.

      Facility Search
      The Facility Search Committee will identify potential locations for display of Society holdings/collections and present recommendations to the membership.

ARTICLE XII – AMENDMENTS

Changes to the By-Laws can be proposed and voted on during a regular meeting. A change to the By-Laws requires a two-thirds majority of those present. A minimum of seven (7) affirmative votes shall be necessary to change the By-Laws.

CERTIFICATION

These By-Laws were adopted by vote of yes (12 ) and no (0) at the Society meeting on this 5th day of May, 2005.

These By-Laws were ammended on November 2, 2006 and on November 6, 2008. signatures

Annex A

Deal Area Historical Society Logo

The master electronic version of the DAHS Logo was developed and is kept in Adobe PhotoShop format and what is presented here is an imported version via JPG format.

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