AHI By-Laws (revised September 2010)
ORIGINAL BY-LAWS |
CHANGES |
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| Article I | Name and Location | |
| Section 1 | The name of this organization shall be “Arthurdale Heritage, Inc.” Hereafter, in these by-laws, “Arthurdale Heritage, Inc.” may be abbreviated as “AHI.” | No change. |
| Section 2 | The principal office of AHI shall be located in the community of Arthurdale, Preston County, West Virginia. | No change. |
| Article II | Purposes | |
| Section 1 | To acquire, restore, and maintain community buildings as a means of preserving for future generations Arthurdale’s unique heritage as the first federal homestead project under the Franklin D. Roosevelt administration.
To acquire and preserve data and supporting evidence, such as mementoes, pictures, news stories, audio visuals, crafts, books, manuscript collections, and pamphlets about the history of the Arthurdale community; and to cooperate with other organizations and projects around the country that focus on projects supported by the Division of Subsistence Homesteads, Department of the Interior, and its success agencies, and similar New Deal-era projects. To disseminate information and stimulate public interest in the goals of Arthurdale Heritage, Inc., through the preparation of educational materials, programs, festivals, plays, tours, and other related activities. To nurture an interest in the arts and crafts by providing space and teachers for such things as weaving, spinning, pottery, woodworking, blacksmithing, basketry, dance, and drama; to house craft industries, studios, and shops, and for the other related purposes set forth in the Charter. To manage all AHI collections and properties of any kind in accord with generally accepted professional museum and historic preservation policies, including, but not limited to, acquisition, documentation, and disposition of collections and properties. |
Arthurdale Heritage, Inc. was formed to restore and preserve the cultural heritage of the nation’s first New Deal Homestead Community through education and outreach. Its purposes for being formed are outlined, but not limited to the following:
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| Article III | Fiscal Year | |
| Section I | AHI’s original fiscal year, ending at 30 June of each year, shall be changed in 1995 to end on 30 September. For purposes of transition, the 1994 fiscal year shall be a fifteen-month fiscal year, from 1 July 1994 through 30 September 1995. The 1995 fiscal year shall begin 1 October 1995. Thereafter, the fiscal year shall begin on 1 October and end on 30 September each year. | The organization’s fiscal year shall begin on October 1 and end on September 30 annually. |
| Article IV | Membership | |
| Section 1 | Any person or other entity interested in the purposes of Arthurdale Heritage, Inc., as defined in Article II shall be eligible for membership. | Eligibility. Any person or other entity interested in the mission of Arthurdale Heritage, Inc., as defined in Article II, shall be eligible for membership. |
| Section 2 | There shall be the following categories of membership, with dues to be determined for each category by the Board of Directors. Memberships will run concurrently with the fiscal year, as defined in Article III above.
Membership will entitle the holder to receive all benefits of the organization as determined by the Board of Directors, including, but not limited to, voting rights in annual elections for the Board of Directors unless otherwise noted. Honorary Homesteader Membership: Honorary Homesteader Memberships shall be available at no cost to all individuals who were the original homesteaders. These individuals will receive all the rights and privileges of dues-paying members of the association. Individual Memberships: Individual memberships shall be available. Household Memberships: One household membership shall be available for persons residing in one dwelling. Organizational Memberships: Organizational memberships shall be available to 501-(c)-(3)- organizations. Business Memberships: Business memberships shall be available. Subscription Memberships: Subscription members, such as school and libraries, shall receive only the newsletter. Life Memberships: Life memberships shall be available. Government Memberships: Memberships shall be available for local, state, and national elected government officials as determined by the Board of Directors. This membership category entitles these officials to receive the benefits of membership during their term of office, with the exception of the right to vote. |
Categories & Terms. Membership will entitle the holder to receive all benefits of the organization as determined by the Board of Directors, including, but not limited to, voting rights in the annual elections for Board of Directors. There shall be the following categories of membership:
Membership will run annually from the time dues are paid. |
| Section 3 | The original structure of donor clubs shall remain in effect, with a complementary membership in effect for every new donation in a fiscal year that exceeds the cost of a membership for the proper category. The Board of Directors shall have the authority to create new donor clubs or alter existing clubs. Donations qualifying for donor clubs must be made in cash or check or other monetary form. Special event fees shall not be credited toward donor clubs unless the Board of Directors approves such credit in advance of the event.
Original donor clubs members, as of 30 September 1995, will be given a complementary membership at no additional cost, with full rights and privileges thereunto appertaining, for the first fiscal year the membership structure is in place. Thereafter, they will have to become members to continue to participate in the benefits of membership. All individuals who have contributed to the original donor clubs by 30 September 1995, will be recognized in a newsletter for their contributions to the first ten years of Arthurdale Heritage, Inc. Donor Clubs are cumulative from 1985. |
Donor Clubs. AHI established donor clubs to track the cumulative amount of donations given by members since 1985. The Board of Directors shall have the authority to create new donor clubs or alter existing clubs. Donations qualifying for donor clubs must be made in cash or other monetary form. In accordance with IRS tax deductible donation rules, special event fees shall not be credited toward donor clubs. Donor clubs are listed as follows:
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| Article V | Membership Meeting | |
| Section 1 | There shall be a regular annual meeting of the membership of AHI, which shall be held during the month of July shall be changed in 2003 to the month of October. For purposes of transition, the July 2003 regular annual meeting shall cover the AHI annual report from 1 October 2001 through 30 September 2002. The October 2003 regular annual meeting shall cover the AHI annual report from 1 October 2002 through 30 September 2003. The purpose of the regular annual meeting shall be to transact such business as may be properly brought before it. The Secretary shall cause notice of such meeting to be issued to the membership in writing at least 45 day in advance of the meeting, which notice shall fix the time and place of the meeting and state the agenda for the meeting. | Annual Meeting. The annual meeting of the membership of Arthurdale Heritage, Inc. shall be held in October to discuss and transact business as may be properly brought before it. Notice of such meeting is to be issued by the president or designee to the membership in writing at least thirty (30) day in advance of the meeting. The notice shall fix the time and place of the meeting and state the agenda. The president shall provide an annual report to the membership at each annual meeting covering dealings of the organization for the corresponding fiscal year. |
| Section 2 | Special meetings of the AHI membership may be called at any time by the majority of the Board of Directors. Notice of such special meeting shall state the purpose thereof and shall be issued in writing to the AHI members at least 14 days in advance of the meeting, which notice shall fix the time and place of the meeting. | Special Meetings. Special meetings of the membership may be called at any time by the majority of the Board of Directors. Notice of such special meetings shall state the purpose thereof and shall be issued in writing to the membership at least ten (10) days in advance of the meeting. The notice shall fix the time and place of the meeting. The president, or in his/her absence, the vice president, or in his/her absence, the treasurer, shall preside at all membership meetings. |
| Section 3 | The president, or in his/her absence, the First Vice President, or in their absence, the Second Vice President shall preside at all membership meetings. | Quorum & Voting. The quorum shall consist of two-thirds of those present and voting at the annual or any special meetings of the membership. Each member present at an annual or special membership meeting shall be entitled to cast one vote for each question to be determined at the meeting. Proxy votes must be received by AHI on the day preceding the annual meeting and must be given in writing. |
| Section 4 | At every regular annual and at every special meeting, each member (honorary homesteader, individual, household, organization, business, or life) present shall be entitled to cast one vote for each question to be determined at the meeting | |
| Section 5 | Proxy votes will be allowed for all issues other that election of the Board of Directors, with each membership category entitled to case one vote for each question on the agenda. Proxy votes must be received at the office of AHI by noon, EST or EDT, whichever is in effect, on the day preceding the annual meeting. Proxy votes must be given in writing. | |
| Section 6 | The quorum at any regular or special meeting of the Arthurdale Heritage, Inc. Board of Directors shall consist of two-thirds of those present and voting. | |
| Article VI | Board of Directors | |
| Section 1 | There shall be a Board of Directors consisting of fifteen (15) active directors who shall manage the business and property of the association. It shall be a working board with directors elected by the AHI membership. In addition, the Board of Directors may determine to name associate, advisory, junior, and honorary directors who shall have the power of the floor without vote.
Any associate director shall attend all meetings for no longer than three years for the purpose of receiving training to perhaps become an active director when a vacancy occurs. An advisory director shall serve at the discretion and appointment of the board to provide information and /or counsel on a subject or on-going project of concern to the Board of Directors. Two junior directors shall be appointed by the Board of Directors for one-year terms as determined by the Board of Directors. An honorary director may be appointed for life by the Board of Directors in recognition of their past contributions and continuing interest in the development of the restoration projects and the nurturing of the “Arthurdale Dream.” |
Board Roles, Size, and Composition. The Board of Directors is responsible for the overall policy and direction of Arthurdale Heritage, Inc. and to delegate responsibility for day-to-day operations to the organization’s Executive Director and committees. The Board of Directors shall consist of no less than five (5) and no more than fifteen (15) directors who shall manage the business and property of the organization. Directors shall receive no compensation for their services. All Board members must be dues paying members of AHI at the time of their election and must retain their membership throughout their term on the Board. All Board members must serve on one standing committee of the organization as outlined in Article VIII. |
| Section 2 | One-third of the first Board of Directors shall be elected for a three-year-term; one-third shall be elected for a two-year term; and one-third shall be elected for a one-year term. Thereafter, directors shall be elected for a three-year term and shall serve until their successors are duty elected and take office. No person who has served for two consecutive, three-year terms shall be eligible for election to the Board of Directors until a lapse of one year between term. | Board Meetings. The Board shall meet at least four times per year, at an agreed upon time and place. Notice of each meeting shall be made to each member of the Board of Directors by the president or designee at least five (5) days before such meeting indicating the time and place for meeting. All meetings of the Board shall be conducted in conformity with Robert’s Rules of Order, Revised, as amended. |
| Section 3 | The Board of Directors shall meet regularly at such time and place as they may determine. No notice of regular meetings of the Board of Directors shall be required, and it shall be the duty of each director to attend the same. An active director will be dropped from the Board of Directors if that member misses more than three (3) consecutive meetings UNLESS the absences are due to illness, are work related, or an excuse is submitted in writing to the Board of Directors (and approved by a majority vote) not later than one week after the third consecutive absence. | Special Meetings. The president or any five (5) directors of the Board of Directors may call special meetings of the Board. Notice of such special meetings shall be given to each director by the president or designee at least five (5) days prior to the meeting indicating the fixed time and place for meeting. |
| Section 4 | Special meetings of the Board of Directors may be called by the president or by any five directors. | Quorum & Voting Rights. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board. Every Director shall be entitled to one vote in person or by proxy. Any absent Director entitled to vote at any meeting of the Board may be represented and may vote at such meeting by a proxy authorized in writing. Such written authorization must specify the matter with respect to which the proxy is granted, must be signed and dated by the Director granting the proxy, and must be filed with the Secretary. |
| Section 5 | Notice of all special meetings of the Board of Directors, setting the purpose therefore, shall be given to each director by the secretary at least five (5) days previous to the time fixed for the meeting: provided, however that notice of special meeting may be waived in writing by all directors. | Board Elections. Annually, one-third of the Board of Directors shall be elected for a three (3)-year term. If necessary, all unexpired terms that exist at the time of elections, shall also be filled and sent to the membership for election. |
| Section 6 | A majority of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. | Board Nominating Committee. The Board Nominating Committee shall be responsible for developing nominees for board elections. This committee shall be a sub-committee of the Governance Committee as outlined in Article VIII, Section 1.
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| Section 7 | Annually, the membership shall elect five (5) directors to the Board of Directors for three-year terms and fill any unexpired terms that exist at the time nominations are sent to the membership. The Board of Directors shall have the power to appoint interim directors to fill vacancies until the next election. In the event that a director’s term expires while he/she is actively engaged in an important on-going project, service on a committee, and/or other business vital to the work of AHI, the Board of Directors shall have the power to retain the services of the out-going director by virtue of appointing said person as a consultant for a period of one year. After the lapse of one year, that person will be eligible for reelection as an official board member. For transition purposes, all directors on the Board of Directors at the time by-laws are adopted, shall complete the terms to which they were elected and shall serve until their successors take office. | Election Procedures. Annually, the Board Nominating Committee shall prepare a slate of candidates for each vacant position on the Board of Directors. The nominations shall be issued in writing to the organization’s membership at least thirty (30) days before the annual meeting. The ballot must include a provision for write-in votes. All voting members must return their ballots no later than the close of business five (5) days prior to the annual meeting. |
| Section 8 | Nominations for those to be elected to the Board of Directors shall be made by a nominating committee elected by the AHI membership. The nominating committee shall consist of 5 members of AHI, at least one of whom shall be on the Board of Directors and chosen by the Board of Directors. The other four committee members shall be elected by the AHI membership, with two members elected each year for two-year terms. Members of the nominating committee may serve a maximum of two consecutive two-year terms but must wait a year before serving again.
The nominating committee shall prepare a slate of at least one person for each position to be filled at the election. The ballot shall indicate which candidates are descendants of Arthurdale homesteaders if homesteaders’ descendants must be elected to ensure the proper representation of homesteaders’ descendants on the Board of Directors as set forth in section 1 of Article VI of these by-laws. Nominations shall be issued in writing to the AHI membership at least 45 days before the annual meeting. The ballot must include a provision for write-in votes. AHI members must return their ballots so that they are received at the AHI office no later than the close of business 15 days before the regular annual meeting for those ballots to be counted in the election. All terms of the office to be October 1 to September 30 for directors. However, all directors shall continue in their positions until their successors assume office. |
Terms. Once elected by the membership, directors will serve a three (3)-year term on the Board of Directors. No person who has served for two (2) consecutive, three (3)-year terms shall be eligible for election to the Board of Directors until a lapse of one (1) year between terms. In the event that a director’s term expires while he/she is actively engaged in an important on-going project and/or other business vital to the work of Arthurdale Heritage, the Board of Directors shall have the power to retain the services of the out-going director by virtue of appointing said person as an advisor to the board as outlined in Article VI, Section 11 for a period of one (1) year. After the year lapse, that person will be eligible for re-election as an official Board member. All terms will be from October 1 to September 30. |
| Section 9 | All nominees for election to the Board of Directors must be dues-paying members of AHI at the time of their nomination and must maintain their membership throughout their term on the Board of Directors. This provision will take effect for directors elected for the first time in the spring of 1995. | Resignation, Termination, and Absences. Resignation by a director or an officer are requested to be in writing and received by the Executive Committee in writing (hard copy or electronic). A director may be removed from the Board of Directors if he/she has more than three (3) unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a two-thirds vote of the remaining directors. |
| Section 10 | Vacancies. Vacancies in the Board of Directors shall be filled by a current associate director. If a current associate director does not accept the position, the Board may appoint an interim director who will fill the seat and have full voting rights. All interim directors will be voted on by the membership at the next election. The open position may also be held vacant until the next election. | |
| Section 11 | Other Members of the Board. The Board of Directors may also determine to name at-large, associate, advisory, honorary, and junior directors, who shall have the power of the floor without vote:
a. At-large directors are community members that may be appointed by the Board to represent the diverse interests of the community. At-large directors may consist of, but not limited to, directors or board members of other community or New Deal non-profit organizations, homesteader descendants, or Arthurdale High School alumni. b. An associate director shall attend meetings for no longer than three (3) years for the purpose of receiving training to become an active director when a vacancy occurs. c. An advisory director shall serve at the discretion and appointment of the Board of Directors to provide information and/or counsel on a subject or on-going project of concern to the Board of Directors. d. Honorary directors may be appointed for life by the Board of Directors in recognition of their past contributions and continuing interest in the development of the restoration projects and furthering of the mission of Arthurdale Heritage. e. The Junior Board of Directors shall consist of no more than fifteen (15) members board which shall be comprised of elementary, middle school, and high school students who are interested in volunteering for their community to deliver programs and events that are geared towards a younger audience. The Junior Board is responsible for organizing educational programs focused on twentieth century history, preservation, public relations, and other pursuits that further the mission of Arthurdale Heritage. All members of the Junior Board of Directors are selected by the Executive Committee. A current AHI Board of Directors member will be appointed each year to supervise the Jr. Board of Directors. |
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| Article VII | Officers | |
| Section 1 | The officers of AHI, who are also officers of the Board of Directors, shall be a president, first vice president, second vice president, secretary, and treasurer. These officers shall be elected by the AHI Board of Directors as provided in section 2 of this article | Officers. There shall be four officers of the Board of Directors consisting of a president, vice president, secretary, and treasurer. |
| Section 2 | The Board of Directors shall elect its own officers for one-year term. After each annual election for members of the Board of Directors, when the composition of the new Board of Directors has been determined, the AHI president serving at the time of the annual regular AHI membership meeting shall appoint a committee of three members of the new Board of Directors for the purpose of determining a slate of officers. The Board of Directors shall vote on this slate at the first meeting of the new fiscal year. Officers shall take office when elected. | Election and Terms. The president serving at the time of the annual election shall appoint a committee of three (3) members from the new Board of Directors to determine a slate of officers. The officers shall be elected by the Board of Directors at the October meeting for one-year terms. Officers shall take office when elected. In order to facilitate the continuing business operations of the organization, all officers shall serve until their successors are elected and take office. Vacancies in officers of the Board of Directors shall be filled by any current Board member as elected by a majority of the Board of Directors. |
| Section 3 | The president shall preside at all meetings of the AHI membership and at all meetings of the Board of Directors; shall have general supervision of the affairs of AHI, and shall sign all contracts and written instruments for and on behalf of AHI upon authority from the Board of Directors; and shall make a report at the regular annual membership of AHI on the affairs of AHI; and shall perform all such other duties that are incident to the office or are delegated by the Board of Directors. | The president shall convene and preside at all meetings of the Board of Directors and the organization’s members; have general supervision of the affairs of the organization; sign contracts and written instruments for and on behalf of the organization upon authority of the Board of Directors; shall present the annual organizational report at the membership meeting; and shall perform all such other duties that are incident to the office or are delegated by the Board of Directors. The president is ex officio member of all committees. |
| Section 4 | The president shall co-sign with the treasurer all checks drawn on the account of the association, unless the Board of Directors, voting at a regular meeting of the Board of Directors, specifically exempts the signature requirement for checks under a stated amount, not to exceed $1000. Through action by the Board of Directors, at a regular scheduled meeting, the directors may also authorize some individual who is not a member of the Board of Directors, such as an executive director, to sign checks for amounts not to exceed the amount stated in the motion authorizing such signature. | |
| Section 5 | (a) The first vice president shall, in the event of the absence or disability of the president, perform the duties of the president. (b) The second vice president shall, in the event of the absence or disability of the president and the first vice president, perform the duties of the president. The second vice president shall also chair the membership committee established under Article VIII of these by-laws and shall be responsible for maintaining the AHI membership records and records of the AHI donor clubs. | The vice president shall, in the event of the absence or disability of the president, perform the duties of the president; shall perform all such duties as are incident to the office or are delegated by the Board of Directors. The vice president is ex officio member of all committees. |
| Section 6 | The secretary shall cause notice of all meetings of the AHI membership and special meetings of the Board of Directors to be given as provided by these by-laws; shall attend and keep the minutes of the AHI membership meeting and of the meetings of the Board of Directors; shall have charge of all of the books, records, and papers of AHI, and shall perform all such duties as are incident to the office or are delegated to him/her by the Board of Directors. | The secretary shall attend and keep the minutes of the AHI membership meeting and of the meetings of the Board of Directors; shall perform all such duties as are incident to the office or are delegated by the Board of Directors. |
| Section 7 | The treasurer shall have custody of the funds of AHI and shall deposit such funds to the account of AHI as may be directed by the Board of Directors; shall keep full and accurate record of receipts and disbursements; shall co-sign with the president or other persons designated by the Board of Director, all checks drawn on the account of AHI as may be ordered by the Board of Directors; shall render to the president and the Board of Directors, whenever they may require it, an account of all of his/her accounts as treasurer and of the financial condition of AHI; shall make a report at the regular annual meeting of the AHI membership of the financial affairs of AHI; shall serve as a member of the budget and finance committee established pursuant to Article VIII of these by-laws; and shall perform all such duties as are incident to his/her office or are delegated to him/her by the Board of Directors. | The treasurer shall make a report at each Board meeting and annual membership meeting on the financial condition of the organization; shall be responsible for maintaining all financial records of the organization; shall sign financial contracts and written instruments for and on behalf of the organization upon authority of the Board of Directors; and shall perform all such duties as are incident to the office or as designated by the Board of Directors. The financial records of AHI are public information and shall be made available to the membership, Board of Directors, and the general public. |
| Section 8 | Conflict of Interest. Where a director, either on his behalf or while acting for, with or through another, has any personal interest, direct or indirect, in any matter, or otherwise has a conflict of interest, the director:
Every declaration of interest and its general nature shall be recorded in the meeting minutes by the Secretary. |
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| Section 9 | Indemnification. Every member of the Board of Directors, officer, or employee of Arthurdale Heritage may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer, or employee in connection with any threatened, pending, or completed action, suit, or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the organization. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer, or employee is entitled.
AHI shall purchase and maintain Directors’ and Officers’ insurance pursuant to such indemnification and indemnify all other corporate personnel to the extent permitted by law. |
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| Article VIII | Standing Committees of AHI | Standing Committees |
| Section 1 | The Board of Directors shall appoint the following standing committees of AHI and Shall determine the number to be appointed to committee, their term of office, and shall designate the chairperson thereof. The chairs of the following committees must be on the Board of Directors: Long-range planning, personnel, budget and finance.
(a) History, Education, and Living Museum (HELM) – This committee shall oversee the management of the museum and other cultural programming, which shall include the development of policies for accessioning and deaccessioning artifacts, museum exhibits and development, and management of any staff hired to carry out the duties of this committee. (b) Long-range planning committee – This committee shall be responsible for developing long-term goals for Arthurdale Heritage, Inc. The chair of this committee shall also sit on the National New Deal Advisory Committee. (c) Restoration-Maintenance Committee – This committee shall oversee the preservation and upkeep of the AHI properties. (d) Personnel Committee – This committee shall oversee the recruitment and supervision of paid or volunteer staff. This committee shall also mediate any disputes between the ,Board of Directors, and/or members of AHI. (e) Program Committee – This committee shall be responsible for planning and organizing the annual and special events of AHI. (f) Public Relations Committee – This committee shall publish the newsletter of AHI, contact and disseminate information to the media, and recognize the contributions of members, volunteers, and donors to AHI. (g) Budget and Finance Committee – This committee shall oversee the fiscal policies of AHI, which shall include preparation of an annual budget and management of AHI funds. The treasurer shall be a member of the budget and finance committee. (h) Nominating Committee for Board of Directors – This committee shall be responsible for preparing a slate of candidates for election to the Board of Directors as outlined in Article VI Section 8. (i) Officer Nominating Committee – This committee shall be responsible for preparing a slate of candidates from the Board of Directors to serve as officers for the AHI Board of Directors as outlined in Article VII Section 2. (j) Fund-raising Committee – This committee shall be responsible for procuring funds for AHI., which may including donations, grants, capital campaigns, and special events. (k) Membership Committee – This committee shall be responsible for developing policies and procedures for recruiting AHI members as outlined in Article IV. This committee shall also be responsible for maintaining accurate membership records. The second vice president shall chair this committee. (l) Executive Committee – This committee may act on behalf of the Board of Directors between meetings of the Board of Directors and report its actions back to the board at the next regular meeting of the Board of Directors. This committee shall consist of the officers of AHI, including the immediate past president, and one representative of the Board of Directors elected by the Board of Directors for a one-year term at the first meeting of each fiscal year. The executive committee will be chaired by the president, who may call meetings of the committee with 48-hours advance notice. (m) Professional Advisory Committee to AHI – This committee shall advise AHI on matters related to tourism, museum development, etc. (n) National New Deal Advisory Committee – This committee shall consist of scholars, AHI representatives, representatives of other New Deal communities, etc., who shall eventually, move to the New Deal Community Association, perhaps as an advisory group to that association. (o) Investment Committee – This committee shall consist of members appointed by the president of the board of directors, and shall consist of at least five and not more than seven person, to prudently invest funds of AHI for the purpose of optimizing investment returns. Such committee shall periodically report to the board the status of the funds entrusted to it. The funds entrusted to this committee shall be designated by the Budget and Finance Committee. Any action taken by the Investment Committee shall be approved by an affirmative vote of a majority of the members of the committee. The committee shall invest funds which are designated as “endowment funds” pursuant to, and in compliance with, the resolution(s) of the board of directors. (p) And such other committees the Board of Directors may determine necessary or desirable. |
There shall be four (4) standing committees of Arthurdale Heritage, Inc. Committee chairs of standing committees must be members of the Board. Each committee of the Board shall serve at the pleasure of the Board. Chairpersons of each of these four committees shall be current members of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its own organization and times and places of meetings unless the Board otherwise directs. The standing committees of AHI are as follows:
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| Section 2 | The Board of Directors shall have the authority to empower committee chairs as needed to act on behalf of the board and AHI. | No change. |
| Article IX Director and Staff | ||
| Section 1 | Not previously in by-laws. | Executive Director. The executive director shall be hired by the Board of Directors. The director has day-to-day responsibility for the organization, including carrying out the Board’s goals and policies. The director shall sign contracts and written instruments for and on behalf of the organization upon authority of the Board of Directors. The director will attend all Board meetings, report on the progress of the goals, answer questions from Board members, and carry out all other duties outlined in the job description, but will not have voting rights. It is the director’s responsibility to hire and supervise all additional staff. The director is an ex officio member of all AHI committees. |
| Article IX | Non-Profit and Dissolution | Article X – Non-Profit and Dissolution |
| Section 1 | This organization is not organized for profit or personal gain and therefore shall never distribute any of its income or assets to the members or Board of Directors of the organization. | Non-Profit Organization. This organization is not organized for profit or personal gain and therefore shall never distribute any of its income or assets to the members or Board of Directors of the organization. These income and assets shall be used to further the objectives and purposes of this organization. |
| Section 2 | These income and assets shall be used to further the objectives and purposes of this organization. | |
| Section 3 | Dissolution. In the event of dissolution, all of the remaining assets and property of Arthurdale Heritage, Inc. shall, after expenses thereof, be distributed to such organizations with similar purposes as shall qualify under Section 501(c)3 of the Internal Revenue Code of 1954, or corresponding provision of any future United States Internal Revenue Code and in accordance with Section 31-1-154 through 31-1-158 or subsequent provisions of the West Virginia Code. | Section 3 became Section 2. |
| Article X | Amendments | Article XI – Amendments |
| Section 1 | These by-laws may be amended by an affirmative vote of two-thirds of the AHI members voting on the by-laws amendments, with the exception of Article XI the Endowment Fund which SHALL NOT BE AMENDED. Proposed amendments will be issued to the AHI membership in writing at least 45 days in advance of the annual meeting, with ballots to be received at the AHI office at the close of business at least 15 days in advance of the annual meeting. | These by-laws may be amended when necessary by an affirmative vote of two-thirds of the AHI members voting on the amendments, with the exception of Article XI, the Endowment Fund, which SHALL NOT BE AMENDED. Proposed amendments will be issued to the organizational membership in writing at least forty-five (45) days in advance of the annual meeting, with ballots to be received by AHI at least fifteen (15) days in advance of the annual meeting. |
| Section 2 | These by-laws, adopted on 26 January 1995, shall be effective as of 1 April 1995, with the exception of the 1995 election of members of the Board of Directors, which shall take place under the by-laws in effect of 1 January 1995. The first regular annual meeting of the membership of AHI under these revised by-laws shall take place in July 1995. | |
| Article XI | Endowment Fund | Article XII – Endowment Fund |
| Section 1 | Creation of Fund. By resolution passed in 2000, the Board of Directors created an endowment fund to provide annual support for staff salaries and maintenance expenses. All terms related to the acceptance of gifts to and the operation of the endowment fund shall be irrevocable and shall not be modified by the members, the Board of Directors, the Executive Committee, or any committee at any time. | No change. |
| Section 2 | Donations. All gift amounts contributed to the endowment fund shall be maintained as principal in such account in their entirety, without use or reduction at any time. | No change. |
| Section 3 | Investing. All investing of the endowment fund shall be supervised by the Budget & Finance Committee and the funds shall be invested for the maximum net return from capitol appreciation and from income, including interest, dividends, rents and royalties, in a manner that shall also protect and preserve the principal. | Clarification. As of October 2010, the Budget & Finance Committee will become a sub-committee of the Executive Committee as outlined in Article VIII. |
| Section 4 | Spendable Income. Annual spendable income from the endowment fund shall be five (5%) percent of the average of the fair market value of the account for the previous eight (8) quarters of Arthurdale Heritage, Inc.’s operation. The amount that may be spent in the following fiscal year will be determined at the end of the fiscal year. If allocating the full five (5%) percent would require using any of the fund’s original principal received as gifts, a lesser amount than the five (5%) percent will be allocated so that no principal is spent. | No change. |
| Section 5 | Use of Funds. Spendable income derived from the endowment fund account shall be used for two (2) specific purposes only, which purposes are described below and which list shall be and remain exclusive, final, and permanent:
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No change. |
| Section 6 | The Executive Committee shall make the final determination of the annual use of the spendable income. | No change. |
| Section 7 | If some or all of the spendable income is not spent in any year, the amount not spent shall be considered a reserve for future use when needed. The reserve amount(s) may be commingled for investment purposes but shall not be accounted for separately by the Treasurer to allow later use. | No change. |