BYLAWS OF THE BAY VIEW HISTORICAL SOCIETY, INC.

Revised December 2004

 

 

 

PREAMBLE

 

These bylaws shall supersede all previous bylaws and amendments thereto and shall be consistent with the provisions of Chapter 181 and Sec. 44.03 of the Wisconsin Statutes and with the articles of incorporation and all subsequent restatements and amendments thereto filed with the Secretary of State under which this organization is incorporated as a non-stock, non-profit corporation affiliated with the State Historical Society of Wisconsin and shall govern the administration and activities of the organization.  Furthermore, the provisions of Chapter 181 and Sec. 44.03 of the Wisconsin Statures and Robert’s Rules of Order shall govern the proceedings of this organization not herein provided for.

 

ARTICLE I. PURPOSES AND OBJECTIVES

 

As states in the articles of incorporation, the purposes of this organization are primarily educational and shall be to preserve, advance, and disseminate, in the manner hereinafter described, knowledge of the history of Bay View, Milwaukee, Wisconsin.

 

Section 1. Libraries, Museums and Historic Sites

 

  1. As time and circumstance and the will of the members dictate, this corporation may establish and operate a local history reference museum, a local history library, and one or more historic sites.  These facilities may be combined into one facility or may be separate facilities.  Singly or in combination they may be developed and operated in cooperation with any other educational organization, city council, county board, or state or local agency or such civic or patriotic organizations qualifying for affiliation under the provisions of Sec 44.03(2) of the Wisconsin Statures.
  2. To the extent to which human and financial resources shall permit, practices and procedures in the collection, accessioning, cataloging, use, and display of museum and library materials shall be consistent with standard site, museum, and library practices and procedures such as those recommended by the Office of Local History and other departments of the State Historical Society.
  3. The president shall cause applications for state and federal tax-exempt status to be made, and this status shall be kept in force through the filing of subsequent annual reports as required by the Internal Revenue Service and the Wisconsin Department of Taxation.

 

Section 2. Research and Publication

 

  1. 1. The resources of this organization may be used for the printing and distribution of newsletters, periodicals, books and other literature related to state or local history and for research projects including those dealing with historic sites, oral history, inventories and site maps and markings.  Archival material may be loaned or otherwise disbursed only according to guidelines developed by the Archive Committee.

2. Area churches, The Milwaukee Journal Sentinel, The Bay Viewer and other South side papers will be included in the organization’s mailing list for publications and other appropriate business.

  1. Books, films, and other material related to state or local history may be purchased.  These materials will be placed in the organization’s library or museum or will be distributed to members, schools, libraries, or other institutions in a manner determined by the board of directors.

 

Section 3. Other Programs and Activities

 

  1. The expenditure of funds to pay normal and customary expenses of meetings and special events; tours; junior historian projects; museum, site, and library related activities; administrative and operating costs; and other programs, projects and activities for the furtherance of the purposes for which this organization is incorporated shall be made upon direction of the board.
  2. The Society shall pay the fees for those persons delegated to attend the Annual Metro-Regional Conventions.  A report to the assembly or printed in the Bay View Historian will be required from any attendees who are subsidized by the Society.
  3. The president shall appoint a committee to implement an annual scholarship award of in an amount determined by the board, which is to be given to a student at Bay View High School at the Annual Awards Day Ceremony.  The recipient of this award will be a graduating senior with interest and abilities in the area of social studies. The High School Faculty can make nominees for the scholarship.

 

ARTICLE II. MEMBERSHIP

 

Section 1. Qualifications

 

  1. Any person, institution, or organization may become a member of this corporation upon payment of the dues stipulated for the classification of membership for which the applicant applies.
  2. Membership shall terminate for non-payment of dues as of the day following the date on which payment is due, and that date shall be January 1st.  Membership terminated for non-payment of dues shall be reinstated as of the date payment is made.  There shall be a 3-month grace period after notification of arrearage before removal from the mailing list.
  3. The dues of new members joining after November 1st will be paid through the following year.

 

Section 2. Classification and Dues

 

  1. Membership consists of 3 classes as follows: Individual, Household, and Corporate.  The annual dues for each respective class will be set by the board of directors. In setting the amount the board will consider the past history of the dues, the annual budget and the financial needs of the organization.
  2. Each elected city, county, and state representative of Bay View shall be an honorary member of the Society for the duration of his/her term in office. Honorary membership does not include voting privileges.

 

Section 3. Voting and Privileges

 

  1. Each individual member shall be entitled to one vote. Household members shall be entitled to two votes.
  2. Each member shall be entitled to the benefits and privileges of this organization.

 

ARTICLE III. BOARD OF DIRECTORS

 

Section 1. Composition of the Board

 

 

  1. The board of directors shall consist of no fewer than 11 members and no more than 21 members, including the officers.
  2. Elections to the board of directors shall be in accordance with the provisions of Section 1, Article V of these bylaws.

 

Section 2. Powers of the Board

 

  1. The board of directors shall have the power to conduct the affairs of this organization and to delegate authority, as is not otherwise set forth in these bylaws.  This shall include the approval and authorization of an annual budget reflecting normal and customary expenditures of the organization but shall not include major expenditures of more than $1000.00, unless included in the annual budget. Expenditures greater than this amount shall require the advice and consent of the assembly.
  2. The board shall have the responsibility for hiring, evaluating and terminating staff and creating and implementing policies for the development, operation, and maintenance of facilities.
  3. The board of directors shall have the power to create or terminate an executive committee, special boards of trustees or advisors and other permanent and special committees, as they deem necessary.  Included may be the following committees: landmarks, fund raising, membership, program, bylaws, officer selection, publicity, accessioning and cataloging, archives, museum and library.
  4. The board of directors must approve expenditures of each committee in excess of $100.00.

 

Section 3. Responsibilities of Directors

 

  1. Directors shall attend board meetings and all regular and special meetings.
  2. A director shall be removed automatically if he/she misses three (3) regular board meetings without prior notice and just cause within a period of one year.
  3. The Secretary shall distribute a copy of these bylaws to each director upon their election. 

 

ARTICLE IV. OFFICERS

 

Section 1. Classification of Officers

 

  1. The offices shall include as minimum a president, a vice-president, a secretary and a treasurer.  The board of directors may form other offices, as they deem necessary.
  2. No two offices of board rank may be combined with the exception of secretary and treasurer.

 

Section 2. Duties

 

  1. Officers shall perform the duties traditional to their offices and in conformity with state statute and Robert’s Rules of Order.
  2. The President shall appoint a person or persons who do not sit on the board to review the books of the society annually. The name(s) shall be printed in the Bay View Historian. An audit may be performed as needed.
  3. The Treasurer shall submit a proposed annual budget based on the Society’s fiscal year, January 1 to December 31, to the Board of Directors for approval at least 30 days in advance of the Society’s first business meeting of the fiscal year. The budget shall be submitted to the membership for approval.
  4. A treasurer’s report shall be prepared annually after the conclusion of the fiscal year and printed in the Bay View Historian.

 

 

 

ARTICLE V. ELECTIONS

 

Section 1. Directors

 

  1. Members at the second business meeting of the year shall elect directors from voting members of the Society in good standing. One third of the directorships shall become vacant each year.  Elections to these vacancies shall be held each year and will be for a term of three years.  Only two consecutive board terms shall be permitted.
  2. Vacancies among directors occurring before the expiration of a term shall be filled in an election by the board of directors and those so elected shall serve until the next meeting at which time a general election shall be held to fill the unexpired portion of the term(s).
  3. A nominating committee for directorship candidates shall be formed at the first business meeting of the year.  It shall be comprised of no more than 7 volunteers and shall include no more than two current directors who shall not be the current board president.  The committee shall become an official entity upon approval of the members.  The committee shall thereupon set its schedule and appoint its chairperson.
  4. The nominating committee shall prepare a slate of board candidates for vacancies to be filled at the next regular election of directors. An opportunity for nominations from the floor shall follow the presentation of the slate.  The names of the candidates shall be published in the Bay View Historian prior to the election. The slate shall contain at least as many names as there are vacancies.
  5. The chairperson of the nominating committee shall conduct the election and announce the results.

 

Section 2. Officers

 

  1. The president shall appoint a selection committee to nominate officers.  It may consist of the current president, one past president and three directors.
  2. The selection committee shall meet as soon as possible after the election to prepare a slate for presentation at the first board of directors meeting following the election meeting.  Persons on the slate shall be notified and must agree to serve before the slate is presented.  Opportunity shall be given for directors to nominate others.
  3. Officers shall serve a term of one year.

 

ARTICLE VI. MEETINGS

 

Section 1. Meetings of the Board of Directors

 

  1. The board of directors shall meet within 30 days after the election meeting.  Special meetings of the board may be called by the president or by any three directors.  Each director shall be notified in person or by mail as to the time and place of such meetings.
  2. Five directors shall constitute a quorum at any meeting.

 

Section 2. Meetings of the Membership

 

  1. There shall be two general membership meetings held each year, one on the first Monday of October for the election of board members and one on the first Monday of April to present the annual budget for membership approval. Twenty-five (25) members shall constitute a quorum at any meeting of the membership. The president may call special meetings of the membership with concurrence with the board of directors or upon the written request of at least twenty (20) members.  When a special meeting of the total membership is called, each member shall be notified at least one week in advance as to the time, place, and purpose of the meeting.
  2. There shall be a minimum of 4 educational programs presented each year.
  3. The president may call for a special vote by mail on an issue requiring consent of the general membership when the board agrees. 

 

ARTICLE VII. AFFILIATION WITH THE STATE HISTORICAL SOCIETY

 

Section 1. Authority for Affiliation

 

  1. This organization is an affiliate of the State Historical Society by virtue of incorporation under the provisions of Sec. 44.03 of the Wisconsin Statutes, and shall accordingly receive those benefits and meet those responsibilities as are stipulated therein and as may otherwise be defined through mutual consent and through action by the Board of Curators of the State Historical Society.
  2. As an affiliate, this organization is a member of the State Historical Society and of the Wisconsin Council for Local History and is entitled to one vote at all general meetings of the Society and the Council.
  3. This organization may terminate affiliation through restatement or amendment of its articles of incorporation and amendment to its bylaws.  The State Historical Society may terminate affiliation by formal resolution of the Board of Curators, a copy of which shall be deposited with the Secretary of State.
  4. The following shall be causes for termination of affiliation by the State Historical Society, but extenuating circumstances shall be taken into account before action to terminate affiliation is taken by the Board of Curators:

(1)   Failure to hold annual elections for three consecutive years.

(2)   Failure to submit annual reports to the Office of Local History for three successive years.

(3)   Consistent failure to hold meetings for the membership as set forth in the by-laws.

(4)   Failure to maintain state and federal tax-exempt status.

(5)   Failure to maintain proper donor, accessioning, cataloging, and financial records or minutes of the meetings.

 

Section 2. Responsibilities

 

  1. It shall be the responsibility of this organization to submit an annual report to the Office of Local History of the State Historical Society.  This report shall include the results of annual elections, the names and addresses of all officers and directors, and any other information as may be requested for the purpose of accumulating data for the benefit of this and other affiliated organizations.
  2. The State Historical Society shall be notified of all changes in the articles of incorporation and the bylaws.
  3. In order to protect the interests of donors and contributors, this organization shall install and maintain standard accessioning and cataloging procedures and shall maintain state and federal tax-exempt status as required by paragraphs c and d of Section 1, Article I of these bylaws.

 

Section 3. The Role of the State Historical Society in Affiliation.

 

  1. The State Historical Society shall send notices and announcements of the meetings and activities of the state society to the president of the organization whose name appears on the current mailing list, and whenever practical, such notices and announcements may be sent to the officers, directors, and members of this organization to the extent to which the organization provides the State Historical Society with current membership mailing lists.
  2. The organization shall receive without charge those publications and periodicals the State Society shall determine, but the publications will include the Wisconsin Magazine of History, Badger History, Then and Now, and Exchange.  The Office of Local History Newsletter shall be sent to all officers and directors, whose names are on the State Society’s current mailing list, but only one copy of the other publications shall be sent and they shall be mailed on behalf of the organization to the president.
  3. To the extent to which staff time and funds permit, the State Historical Society shall extend its professional and technical services to this affiliate.  In general, such services shall be without cost to the affiliate.  However, extended and costly services may be negotiated on a cost-sharing basis.  The Office of Local History is designated as the principle liaison office and advisor for the affiliate.

 

Section 4. The Wisconsin Council for Local History

 

  1. This organization shall be a member of the Metropolitan District of the Wisconsin Council for Local History and the association of the affiliates of the State Historical Society established by the board of Curators in 1961 through the authority of Sec. 44.03 (5) of the Wisconsin Statutes.  All members, officers, and directors of this organization are entitled to attend the annual regional conventions of the Council and its annual state convention held in Madison.
  2. The president of this organization or an appointed delegate shall attend the regional conventions to give an oral report on the activities of the organization, or, whenever circumstance prevents, shall submit a written report to be read by the regional chairman.
  3. In the year in which the name of this organization reaches the top of the list in annual alphabetical rotation of the names of the affiliates in the region, the president of the organization or his/her appointed delegate shall serve as regional chairman.  In this year the organization shall sponsor and conduct the regional convention over which the president shall preside.  The president or the appointed delegate may attend the three scheduled and any special meetings of the Advisory Committee of the Council that year as a voting member thereof.  During membership on the Advisory Committee and thereafter, he/she shall be eligible to election as a state officer of the Council.

 

ARTICLE VIII. DISSOLUTION

 

Section 1. Voluntary Dissolution

 

  1. In the event this organization shall be unable to maintain its facilities or to sustain its activities, notice of intent to dissolve shall be sent to the State Historical Society whereupon the State Historical Society shall supply necessary legal forms and instructions to be followed in effecting the dissolution.
  2. Upon ratification by the members and by vote of the board of directors to dissolve the organization, the following steps shall be taken:

(1)   Satisfy all liabilities and obligations;

(2)   Satisfy all conditions stipulated in agreements with donors;

(3)   Distribute all remaining assets exclusively for educational purposes to one or more historical societies, libraries, museums, or educational institutions which are state, county, town or municipally operated or incorporated exclusively for educational purposes in accordance with Sec. 181.51 and Sec. 44.03 of the Wisconsin Statutes and Sec. 501 (c) (3) of the Internal Revenue Code;

(4)   Complete the appropriate legal forms certifying to the results of the votes on dissolution and compliance with the above procedures for dissolution and distribution of assets, submit same to the State Historical Society and, following approval by the Board of Curators, file the document with the Secretary of State.

 

Section 2. Involuntary Dissolution

 

  1. In the event the organization becomes so inactive that there are no remaining officers, directors, or members to effect voluntary dissolution, proceedings for involuntary dissolution may be initiated by the State Historical Society in accordance with the provisions of Sec. 44.03(3) of the Wisconsin Statutes.
  2. In the implementation of involuntary dissolution proceedings, title to any property, records, and collections not otherwise provided for in the articles of incorporation and bylaws of the organization or in the agreements of donors shall rest in the State Historical Society and all remaining assets shall be distributed in the same manner as stipulated in paragraph b, Section 1 of this article of the bylaws, with the first offer being made to whatever county or local governmental unit that may have aided the organization financially.

 

ARTICLE IX. AMENDMENTS

 

Section 1. Amending of Bylaws

 

  1. These bylaws may be amended by a two-thirds vote of members present at any regular meeting or special meeting called for the purpose, or by a mail-in vote. Any amendment must be submitted in writing to the membership a minimum of 30 days prior to the vote or presented for an announced open discussion at the meeting prior to the vote on the amendment.

 

Section 2. Committee on Bylaws

 

  1. The board shall establish a standing committee on bylaws, rules, and procedures with one member of the committee from the board of directors and no more than five on the committee.

 

ARTICLE X. INFORMATION

 

Section 1. Benefits to Members

 

  1. A copy of the current bylaws and of the articles of incorporation shall be available to members who request them from the secretary.
  2. Copies of the current and past bylaws and of the articles of incorporation shall be placed in the Society’s archives in the Llewellyn Library.

 

Section 2. Minutes of Meetings

 

  1. Copies of minutes of all meetings of the Society and of the board of directors shall be available on request from the secretary after sixty (60) days following the meetings.  Copies shall be placed also in the Society’s archives in the Llewellyn Library.

 

The bylaws were revised by Joint Committees and accepted by a mail-in vote (124 in favor, 4 opposed) in December 2004.