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 Articles of Incorporation and Bylaws

Articles of Incorporation and Bylaws of
The Pittsfield Township Historical Society
(as amended October 2001)

ARTICLES OF INCORPORATION
Article I
NAME

This organization shall be named THE PITTSFIELD TOWNSHIP HISTORICAL SOCIETY.

Article II
PURPOSE

Section 1: The purpose of this society shall be to promote, stimulate and support interest in all aspects of American, Michigan, Washtenaw County and especially Pittsfield Township history.

Section 2: The Society in cooperation with Pittsfield Charter Township's Ordinance No. 230 and bylaws of the Pittsfield Township Historical Commission shall provide for the preservation of historically important resources. Consistent with this objective, the Society will strive to collect resources, acquire facilities to house resources, recruit human assets to process and care for resources, as well as implement technologies to preserve and provide physical and virtual access to resources.

Section 3: The Society shall periodically publish historical information, provide interesting and informative material and other items for distribution to its members. Meetings shall be held with special entertainment pertaining to history such as addresses, lectures, papers or discussions regarding various subjects. The public shall be informed of the activities of the Society by publications in local and area-wide newspapers and interaction with local radio and television stations. Society activities and resources also will be promoted via the Society's Web site, and by other current and future technologies.

Section 4: The Society is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations under Section 501(c)(3).

Section 5: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to any candidate for public office. Notwithstanding any other provision of the Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code or (b) a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

Section 6: Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Specifically, in compliance with this Section, the Pittsfield Township Historical Society will seek to distribute funds to the qualifying organization(s) that most closely approximate(s) the mission stated in Section 1 and 2 above. For example, should Pittsfield Charter Township sustain and support a Historical Commission, this may be the most appropriate recipient of Historical Society assets -- with the provision that such materials and/or moneys shall remain within the limits of the Township and be used specifically for historic purposes. In the eventuality that such an option is not present, the Board of Directors of the Historical Society will consult with the Pittsfield Township Board to determine the successor agency(ies) for receipt of assets.

Article III
MEMBERSHIP

Section 1: Individual -- any person interested in the purposes of the Society holding one (1) vote for the purposes of elections and amending organizational documents.

Section 2: Family -- all those persons in one household holding a total of two (2) votes for the purposes of elections and amending organizational documents.

Section 3: Other -- categories of membership established to recognize contributions beyond normal individual and family membership. These categories are defined in the Bylaws: Article I -- Membership and Dues, and Article II: Special Gifting Categories and Donors. Voting rights for these categories are defined in the respective Bylaws.

Article IV
ANNUAL MEETING AND FISCAL YEAR

Section 1: The annual meeting of the Society shall be held on the second Wednesday of October each year. The purpose of the annual meeting shall be to effect the orderly transfer of business from the outgoing officers to the newly elected officers and to conduct such other business as may be properly conducted.

Section 2: For accounting purposes, the fiscal year of the Society shall begin on October 1 of each year and end on September 30 of the succeeding year.

Article V
OFFICERS AND BOARD OF DIRECTORS

Section 1: The officers of the Society shall be elected as follows:

  • President *
  • Vice President *
  • Secretary *
  • Treasurer *
  • Historical Commission Liaison *
  • Historian *
  • Chair of the Program Committee *
  • Trustees -- variable number, to achieve a Board of Directors consisting of nine (9) members.

* A Board Member may hold more than one of these positions concurrently -- except that the President and Vice President shall NOT be the same person.

Section 2: The terms of office shall be defined as follows:

a. Term of office for the President, Vice President, Secretary, Treasurer, Commission Liaison, Historian, and Chair of the Program Committee shall be for two (2) years each.

b. Term of office for the Trustees shall be for two (2) years each.

Section 3: The officers and trustees shall constitute the Board of Directors, which shall meet regularly on a schedule that shall be set by itself with proper and timely notice to the membership of the Society.

Article VI
ELECTION AND REMOVAL OF OFFICERS

Section 1: All officers shall be elected by secret ballot from a list of candidates selected by the Nominating Committee (See By-Laws Article IV, Section 2a) by those active members in good standing present and voting at the annual meeting.

Section 2: Any member of the Society wishing to nominate an individual to any office may contact the chairperson of the Nominating Committee by the second Wednesday of September prior to the Annual Meeting.

Section 3: Nominations also may be made by any member of the Society any time prior to balloting at the Annual Meeting. Any nominations made after the deliberations of the Nominating Committee shall be added to the slate of candidates upon affirmative vote of the majority of members present at the Annual Meeting. A candidate for election shall be a member in good standing.

Section 4: Officers shall be installed at the close of the Annual Meeting at which they are elected and shall serve until their successors have been duly elected and installed. In the event of a resignation or incapacity of any officer, except the President who shall be succeeded by the Vice President, the vacancy shall be filled by a vote of the Board of Directors for the balance of the unexpired term of office.

Section 5: An officer or officers may be removed from office for cause by a two-thirds (2/3) majority vote of Society Members in good standing and present at any regular or special meeting called for such purpose provided that:

a. notice of the proposed action was given at a previous meeting, or

b. written notice of the proposed action was provided to each Society Member in good standing.

Article VII
AMENDMENTS TO THE ARTICLES OF INCORPORATION

Section 1: These Articles of Incorporation may be amended at any time at any regular meeting of the Society or at a special meeting called for that purpose by a two-thirds (2/3) vote of those present provided that:

a. notice of the proposed action was given at a previous meeting or

b. written notice of the proposed action was provided to each Society member in good standing.

Section 2: The membership of the Society shall be notified five (5) days in advance of a special meeting.

Section 3: All proposed amendments to these Articles of Incorporation shall be presented in writing.


BYLAWS

Article I
MEMBERSHIP AND DUES

Section 1: Any person interested in the history of Pittsfield Charter Township who applies for membership and tenders the established dues for any classification of membership shall become an active member in the Society and be eligible for all benefits pertaining to the respective class of membership. See also Article II: Special Gifting Categories and Donors.

Section 2: The annual dues shall be assessed as follows:

a. Individual Membership -- To be set each year at the Annual Meeting. This shall be for any individual over age sixteen (16), and holds one (1) vote for the purposes of elections and amending organizational documents.

b. Family Membership -- To be set each year at the Annual Meeting. This shall be for all adults and children sixteen (16) and under living in a single household, and holds a total of two (2) votes for the purposes of elections and amending organizational documents.

c. Patron Membership -- See Article II: Special Gifting Categories and Donors.

d. Honorary Membership -- To be given for one year or longer duration, at the discretion of the Board of Directors, to an individual or entity that has made significant contributions to the Society or causes related to the purpose of the Society; and holds no votes.

e. Charter Membership -- Ten dollars ($10.00) This category of membership was a one-time-only opportunity to help provide funding for Society startup and shall be recognized by an "Honor Listing" to be maintained in the Archives of the Society. This membership category expired on the second Wednesday of October, 1999.

f. Lifetime Membership -- To be bestowed automatically on individuals, families, and other entities that make Special Gifts of $1000 or more to the Society. Please see Article II: Special Gifting Categories and Donors.

Section 3: Annual dues are payable in advance and are due in October.

Section 4: Non-Discrimination - The Pittsfield Township Historical Society is committed to compliance with all applicable laws regarding nondiscrimination. Furthermore, it shall strive to create an atmosphere in which opportunity is equal for all persons regardless of race, sex, color, religion, creed, national origin or ancestry, age, marital status, sexual orientation, handicap, or veteran status. If at any time member/volunteer feels that this policy is not being adhered to, he or she should address their concerns to the president.

Section 5: Sexual Harassment - The Pittsfield Township Historical Society wants to maintain a working environment that is free from sexual harassment. If you believe you have been subjected to sexual harassment, promptly report the incident to your president. The incident will be investigated to determine appropriate action to be taken.

Article II
SPECIAL GIFTING CATEGORIES AND DONORS

Section 1: Special Gifting Categories -- To encourage, recognize, and honor substantial contributions to the Society, the following Special Gifting Categories are established.

  • Founder: $100,000 +
  • Explorer: $25,000 +
  • Patentee*: 10,000 +
  • Pioneer: $5,000 +
  • Settler: $1,000 +
  • Resident: $250 +
  • Patron: $125 +

Note: * Patentees received original land titles signed by the President: John Quincy Adams.

Section 2: Cumulation of Gifts for Recognition Purposes -- All contributions at a Special level are cumulative over time. In other words. If a family gives at the Patron level for eight years or the Resident level for four years, they become Settlers; if they give at the Settler level for FIVE years, they become Pioneers. A Pioneer for FIVE years becomes an Explorer. Gifts do no have to be made in consecutive years to cumulate, but may be made periodically. However, only gifts made at the Special Gifting levels cumulate.

Section 3: Benefits at Patron and Resident Levels -- At the Patron and Resident levels, contributors have full voting rights and membership benefits during the membership year in which the contribution was made -- for up to two persons.

Section 4: Benefits at Settler and Higher Gifting levels -- At the Settler and above levels, contributors have lifetime membership with full voting rights and membership benefits, for up to two persons.

Section 5: Inkind Contributions and Benefits: The Board of Directors of the Pittsfield Township Historical Society may bestow appropriate Special Membership recognition on individuals and other entities making inkind contributions. At the discretion of the Board, such recognition may include full membership benefits and voting rights.

Article III
SCHEDULE AND QUORUM FOR MEETINGS

Section 1: Regular meetings of the Society shall be held quarterly on the second Wednesday of January, April and July and the Annual Meeting shall be held on the second Wednesday of October of each year.

Section 2: Special Society meetings may be called by the President for special events, speakers, lectures, social events or other purposes.

Section 3: The Board of Directors optionally shall meet quarterly at least one week prior to regular Society meetings or shall hold their meetings concurrently with regular Society meetings. The President may call special meetings of the Board of Directors. Notice/posting of these meetings shall be made available to the Society membership.

Section 4:

a. Five (5) members of the Officers and/or Board of Directors plus any other Society members in good standing who are in attendance shall constitute a quorum for Society meetings.

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

Article IV
DUTIES OF THE OFFICERS AND DIRECTORS

Section 1: President -- The President shall have executive supervision over the activities of the Society and shall preside over the meeting of the Society and the Board of Directors. The President shall report annually on the activities of the Society and shall appoint the members of committees not otherwise provided for.

Section 2: Vice President -- The Vice President shall assume the duties of the President in the event of absence of the President; in the eventuality of incapacity or resignation of the President, at the direction of the Board of Directors, the Vice President shall assume the office of President. The Vice President shall also assist the chairperson of the Program Committee in arranging suitable programs and setting the time and place for such.

Section 3: Secretary -- The Secretary shall be responsible for maintaining accurate minutes of Society and Board of Director meetings, and for official correspondence as directed by the President and/or by action of the Board of Directors.

Section 4: Treasurer -- The Treasurer shall be responsible for the safekeeping of Society funds and for maintaining financial records. He/she shall deposit all moneys received with a reliable banking company in the name of the Pittsfield Township Historical Society. Moneys shall be paid out by numbered checks signed by the Treasurer and the President of the Society. The Treasurer shall collect dues and shall render an annual financial report based on the fiscal year of the Society.

Section 5: Historical Commission Liaison -- The Historical Commission Liaison shall be the liaison with the Pittsfield Township Historical Commission.

Section 6: Historian -- The Historian shall oversee collection of resources, preservation of resources, and provision of access to resources.

Section 7: Chair of the Program Committee -- This individual will coordinate programs and special activities of the Society.

Section 8: Trustees -- The Two (2) or more (*) Trustees shall assist the President by serving on committees, by advancing the goals of their respective committees, by undertaking special assignments, and in other ways which promote the objectives and well being of the Society. (* Since one or more of the following positions can be held by a single person -- Secretary, Treasurer, Commission Liaison, Historian, and Chair of the Program Committee -- the number of Trustees at large will vary in order to assure a total Board of Directors consisting of nine (9) members.

Section 9: All of the above nine (9) officers shall serve as the Board of Directors of the Society and shall have equal voting status on any matter before that Board.

Article V
COMMITTEES

Section 1: The Society shall have the following standing committees appointed by the President with the aid of the Board of Directors, except as otherwise noted below. The Chairperson of each committee shall be selected by the President, with the aid of the Board of Directors, except as stated in these Bylaws. The number of persons on each committee shall be determined by the Board of Directors unless otherwise determined in the Bylaws.

a. Program Committee -- responsible for arranging suitable programs and setting the time and place of programs.

b. Publications Committee -- responsible for the publishing of newsletter for members -- in print and/or via the Web -- and for assisting the Historian to mount related resources on the Society's Web site. Optionally, a Newsletter Editor may be appointed in place of, in conjunction with, or as part of a Publications Committee.

c. Publicity Committee -- responsible for publicity, including placing notices in local papers and other media. The role of this committee may be assumed by other officers and/or committees, in whole or in part, in the performance of their functions, e.g., the Program Committee or Chair of the Program Committee may publicize events directly.

d. Welcoming & Membership Committee -- responsible for receiving members and guests at all Society meetings and furthering the membership of the Society by sponsoring a membership drive once a year. There shall be three (3) members on this Committee appointed by the President.

e. Refreshment Committee -- responsible for all refreshments arranged for and served at Society meetings and at special events in connection with the Society.

f. Technology and Tutorials Advisory Committee -- responsible for providing support on all matters related to computing and telecommunications, including the selection of hardware and development of the Historical Society Web site. There shall be two (2) or more persons appointed by the President to serve indefinitely, at the pleasure of the Board of Directors. Members of this Committee need NOT be members of the Society, but should possess special skills, experience, and abilities that advance and promote the work of the Society.

g. Historical Society Trust Committee -- responsible for investing funds held by the Historical Society and transferred to the Historical Society Trust for investment purposes. The Committee shall consist of not less than three (3) members and not more than five (5) members appointed by the President and confirmed by the Board of Directors. Members of this Committee shall serve one or more two-year terms, at the discretion of the President and Board. The Committee is authorized to either function in cooperation with a Trustee of the Trust, or directly to perform the functions of Trustee. In this latter eventuality, Members of the Committee shall select a Chairperson and Treasurer of the Committee. The Treasurer shall be responsible for placing and handling investments. The Treasurer shall make timely reports to the Committee. The Chairperson, in turn, shall make timely reports to the Board of Directors, and at annual meetings of the Society. The Historical Society Trust shall be governed by a set of Bylaws, which shall be approved by the Historical Society Board of Directors, and members of this Committee shall adhere to the Bylaws in performance of their duties and functions. The primary responsibility of this Committee is to preserve property conveyed to it and to increase its worth in ways consistent with a 501(c)(3) corporation.

Section 2: The Society may have special purpose committees. These special purpose committees may include a Nominating Committee and Special Project or Fund-raising Committees. These committees may consist of as many individuals as the governing board may deem necessary.

a. Nominating Committee -- consisting of three (3) members appointed by the Board of Directors is responsible for preparing a list of candidates for office in the annual election.

b. Special Project Committees -- May be several different Committees appointed by the President and comprised of, but not limited to, at least three (3) members.

c. Fund Raising Committees -- May be several different Committees appointed by the President and comprised of, but not limited to, at least three (3) members.

Article VI
PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order shall govern the proceedings of the Society except in such cases as are governed by the Articles of Incorporation or Bylaws of the Society.

Article VII
AMENDMENT TO THE BYLAWS

These Bylaws may be amended at any regular meeting of the Society by a two-thirds (2/3) vote of those members in good standing present and voting, provided that notice was given at the previous meeting; or they may be amended at a special meeting of the Society called for that purpose, with previous notice and two- thirds (2/3) vote of those members in good standing present and voting. All proposed amendments shall be submitted in writing.

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