The Constitution and By-Laws of the Douglas County Historical Society and The Watkins Museum of History

Effective November 2006

Table Of Contents

ARTICLE 1 INTRODUCTORY PROVISIONS

  • 1.1 Name
  • 1.2 Corporate Offices
  • 1.3 Records
  • 1.4 Corporate Seal

ARTICLE 2 PURPOSES AND LIMITATIONS

  • 2.1 Not for Profit Corporation
  • 2.2 Purposes
  • 2.3 Limitations

ARTICLE 3 MEMBERSHIP

  • 3.1 Membership
  • 3.2 Charter Members
  • 3.3 Life Members
  • 3.4 Annual Members
  • 3.5 Honorary Members
  • 3.6 Annual Dues
  • 3.7 Voting Rights

ARTICLE 4 MEETINGS OF THE MEMBERS

  • 4.1 Annual Meetings
  • 4.2 Special Meetings
  • 4.3 Notice of Meetings
  • 4.4 Waiver of Notice
  • 4.5 Record Date
  • 4.6 Quorum
  • 4.7 Cumulative Voting
  • 4.8 Procedure
  • 4.9 Actions Taken Without a Meeting

ARTICLE 5 BOARD OF DIRECTORS

  • 5.1 Board of Directors
  • 5.2 Election of Directors
  • 5.3 Term of Service
  • 5.4 Removal
  • 5.5 Powers, Duties, and Responsibilities
  • (a) In General
  • (b) Specific Powers, Duties, and Responsibilities
  • (c) Individual Directors
  • 5.6 Compensation

ARTICLE 6 MEETINGS OF THE BOARD OF DIRECTORS

  • 6.1 Regular Meetings
  • 6.2 Special Meetings
  • 6.3 Notice of Meetings
  • 6.4 Waiver of Notice
  • 6.5 Quorum
  • 6.6 Procedure
  • 6.7 Actions Taken Without a Meeting

ARTICLE 7 OFFICERS

  • 7.1 Enumerated Officers
  • 7.2 Election of Officers
  • 7.3 Term of Office
  • 7.4 Resignation or Removal
  • 7.5 Powers, Duties, and Responsibilities
    • (a) President
    • (b) Vice-President
    • (c) Secretary
    • (d) Treasurer
  • 7.6 Compensation

ARTICLE 8 EXECUTIVE COMMITTEE

  • 8.1 Committee Members
  • 8.2 Duties of the Executive Committee
  • 8.3 Duties of the Committee Members
    • (a) President
    • (b) Vice-President
    • (c) Secretary
  • 8.4 Requested Reports
  • 8.5 Committee Meetings
  • 8.6 Failure to Attend
  • 8.7 Vacancy

ARTICLE 9 ADDITIONAL COMMITTES

  • 9.1 Nominating Committee
  • 9.2 Other Committees

ARTICLE 10 ADMINISTRATIVE OFFICE

  • 10.1 Purpose
  • 10.2 Powers, Duties, and Responsibilities
    • (a) Member Services
    • (b) Annual Dues
    • (c) Donations
    • (d) Reports
  • 10.3 The Administrator
    • (a) Policies
    • (b) Budget and Finances
    • (c) Employees and Volunteers
    • (d) Reports
    • (e) Preservation of Historical Sites

ARTICLE 11 WATKINS COMMUNITY MUSUEM OF HISTORY

  • 11.1 Purpose
  • 11.2 Powers, Duties, and Responsibilities
    • (a) Historic Preservation
    • (b) Reports
  • 11.3 The Museum Director
    • (a) Policies
    • (b) Budget and Finances
    • (c) Employees and Volunteers
    • (d) Reports
    • (e) Building Management

ARTICLE 12 INDEMIFICATION

  • 12.1 Actions By Parties Other Than the Society
  • 12.2 Actions by the Society
  • 12.3 Successful Defense
  • 12.4 Determination of Proper Conduct
  • 12.5 Advancement of Expenses
  • 12.6 Not Exclusive of Other Rights
  • 12.7 Insurance
  • 12.8 Constituent Corporations
  • 12.9 Intent

ARTICLE 13 FINANCIAL MATTERS

  • 13.1 Checks
  • 13.2 Budget
  • 13.3 Fiscal Year
  • 13.4 Annual Audit
  • 13.5 Bonding

ARTICLE 14 DISSOLUTION

  • 14.1 Dissolution of the Society
  • 14.2 Dissolution of the Watkins Museum
  • 14.3 Artifacts and Other Property
  • 14.4 Endowment Fund

ARTICLE 15 GENERAL PROVISIONS

  • 15.1 Amendments
  • 15.2 Severability
  • 15.3 Headings
  • 15.4 Interpretation

ARTICLE 1 INTRODUCTORY PROVISIONS

1.1 Name. The name of the corporation to which these Constitution and Bylaws (the "Bylaws") shall relate is the Douglas County Historical Society (the "Society").

1.2 Corporate Offices. The principle office of the Society shall be at 1047 Massachusetts Street, Lawrence, Kansas 66044, or at such other place as the Board of Directors (the "Board") may designate from time to time. The Society may also have other corporate offices anywhere within or without the State of Kansas as the Board may from time to time deem necessary or as the business of the Society may require.

1.3 Records. The Society shall maintain appropriate accounting records and shall keep, as permanent records, minutes of all meetings of the Board and any committees thereof, as well as a record of all actions taken by the Board or any committee thereof without a meeting. The Society shall also keep at its principal office such records and information as it may from time to time be required by law to keep at such location, if any. The records of the Society shall be maintained in written form or in any other form that is capable of being converted into written form within a reasonable time.

1.4 Corporate Seal. The Society may have a corporate seal, which shall be in the form prescribed by the Board. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE 2 PURPOSES AND LIMITATIONS

2.1 Not For Profit Corporation. The Society is organized as a not for profit corporation under the laws of the State of Kansas. No part of the net earnings of the Society shall inure to the benefit of, or be distributed to, any of the Society's Members, Directors, Officers or any other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered.

2.2 Purposes. The Society is organized exclusively for those purposes expressly stated in the Society's Charter, as adopted in 1933, amended in 1972, and reinstated in 1985 (the "Charter").

2.3 Limitations. The Society shall neither have, nor be permitted to exercise, any power, nor shall it engage directly or indirectly in any activity, that would invalidate the Society's status (1) as a corporation which is exempt from Federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (2) as a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended. No substantial part of the Society's activities shall consist of engaging in propaganda or otherwise attempting to influence legislation, nor shall the Society participate, in any manner or to any extent, in any political campaign on behalf of any candidate for public office, including the publication or distribution of any statements relating thereto. The Society is expressly prohibited from engaging in any activities that are unlawful under applicable Federal, State, or local laws.

ARTICLE 3 MEMBERSHIP

3.1 Membership. The membership of the Society shall consist of four separate membership classifications: charter members, life members, annual members, and honorary members (collectively, the "Members"). Unless otherwise established by the Charter or these Bylaws, and only upon full consideration of the stated purposes of the Society, the specific requirements for membership in any such classification may be determined by the Board or by any individual or committee designated thereby.

3.2 Charter Members. Any person who was a member of the Society prior to the annual meeting in 1934 shall be considered a charter member of the Society.

3.3 Life Members. Any person certified as a life member of the Society prior to December 31, 2002, shall continue to be recognized as a life member of the Society. After December 31, 2002, no new life memberships shall be granted by the Society.

3.4 Annual Members. Any person who pays annual dues to the Society and does not qualify for any other membership classification shall be an annual member of the Society.

3.5 Honorary Members. Honorary memberships in the Society may be granted by a majority vote of the Board at any regularly scheduled meeting thereof. Any person so designated by the Board shall be recognized as an honorary member of the Society.

3.6 Annual Dues. Annual dues for membership in the Society shall be as determined from time to time by resolution of the Board. The dates of the annual term for each individual Member of the Society shall be determined by the Board in accordance with such Member's individual dues cycle.

3.7 Voting Rights. Each member shall be entitled to vote subject to provision 4.7.

ARTICLE 4 MEETINGS OF THE MEMBERS

4.1 Annual Meetings. Annual meetings of the Members shall be held in Douglas County, Kansas, in November of each year, with the exact place, date, and time of each meeting to be determined by the Executive Committee. In addition to addressing such other business as may be properly placed on the agenda, the Members shall conduct an election of Directors at each annual meeting, and shall elect a President from among the Directors, in accordance with these Bylaws.

4.2 Special Meetings. Special meetings of the Members may be called at any time by the President, by a majority of the Board, or by the Members if a written demand, signed and dated by Members representing at least twenty-five percent (25%) of the total votes in the Society's membership, is presented to any Officer for a special meeting describing the purpose or purposes for which such meeting is to be held. The close of business on the thirtieth (30th) day before delivery of the demand for a special meeting to an Officer shall be the record date for the purpose of determining whether the twenty-five percent requirement has been met. If such a written demand for a special meeting by the holders of twenty-five percent (25%) of the voting power is presented as aforesaid, notice for the special meeting shall be given within thirty (30) days after the date the written demand has been delivered to the Officer, and if such notice is not given, then a person signing the demand may set the time and place of the meeting and give notice of the special meeting as otherwise required. No business shall be conducted at any special meeting unless it shall be within the purpose or purposes described in the meeting notice.

4.3 Notice of Meetings. Notice of annual and special meetings of the Members shall be in the form of a writing delivered to each Member stating the place, date, and time of the meeting. If the notice is hand delivered to a Member, the notice shall be delivered at least ten (10) but no more than sixty (60) days prior to the date of the meeting, and if the notice is given by mail, it shall be by First Class or Registered Mail, deposited in the mail at least fifteen (15) but no more than sixty (60) days prior to the date of the meeting. In the event that there is more than one Member residing at a single address, the notice may be addressed to all of the Members at that address and need not be given separately to each Member. In the event that any meeting should be adjourned to a different place, date, or time, no new notice need be given of the new place, date, or time if it is announced at the meeting before adjournment.

4.4 Waiver of Notice. A Member may, at any time, waive any notice of any meeting of the Members. Unless the waiver be by attendance at the meeting, the waiver must be in writing, signed by the Member entitled to notice, and filed with the minutes or records of the Society. A Member also waives notice of a meeting by participation at the meeting, unless the Member, upon arriving at the meeting, or prior to the vote on a matter about which no notice was given, objects to the lack of notice and does not vote for, or assent to, the objected action.

4.5 Record Date. The Board may, in its discretion, fix a future date as the record date for determining the Members entitled to notice of a meeting and for determining the Members entitled to vote at a meeting and for determining the Members entitled to exercise any rights with respect to any other lawful action.

4.6 Quorum. A quorum shall be deemed to be present throughout any meeting of the Members if at least thirty (30) of the Members are present, in person or by proxy, at the beginning of such meeting.

4.7 Cumulative Voting. There shall not be cumulative voting for any purpose, including election of the Board.

4.8 Procedure. The President, or a designated alternate, shall preside over each meeting of the Members. The Secretary shall keep the minutes for, and shall record all transactions occurring and all resolutions adopted at, each meeting of the Members. Unless otherwise inconsistent with the Charter or these Bylaws, all meetings of the Members shall be conducted in accordance with Robert's Rules of Order.

4.9 Actions Taken Without a Meeting. Any action required or permitted to be taken by a vote of the Members may be taken without a meeting if all Members should individually or collectively consent in writing to such action. Any such written consent shall be filed with the records of proceedings and decisions kept by the Society and shall have the same force and effect as a unanimous vote at a meeting of the Members.

ARTICLE 5 BOARD OF DIRECTORS

5.1 Board of Directors. The affairs of the Society shall be managed by the Board, which shall consist of fifteen (15) directors (the "Directors"). Each Director shall also be a dues-paying Member, or a director, officer, or agent of a dues-paying Member, and must be a natural person.

5.2 Election of Directors. Each Director shall be elected by the Members at an annual meeting thereof and shall serve until his or her successor has been elected and qualified or until such Director resigns from his or her position on the Board; provided, however, that the Board may, at its option, appoint by a majority vote an otherwise qualified Member to complete the unexpired term of any Director whose position on the Board has been vacated for any reason. If the Board should opt not to fill any such vacancy, the Members shall fill said vacancy at the next annual meeting thereof by electing a replacement director to complete the unexpired term.

5.3 Term of Service. The Directors shall be elected to serve staggered three (3) year terms, so that only one-third (1/3) of all Directors are elected in any particular year. No Director shall serve more than two (2) consecutive three (3) year terms; provided, however, that no Director shall be prevented from serving additional terms following a break in such service of at least one (1) year.

5.4 Removal. Any one or more of the Directors may be removed from the Board at any time and for any reason by a majority vote of the Members.

5.5 Powers, Duties, and Responsibilities.

(a) In General. The Board shall act generally as a legal, functional, and symbolic representative of the Society in all matters. In furtherance of such roles, the Board shall have all those powers which are necessary to carry out the stated purposes of the Society, as set forth in the Charter, and shall have all those powers that an executive board may have to act on behalf of a corporation as provided under the laws of the state of Kansas.

(b) Specific Powers, Duties, and Responsibilities. Without limiting the generalily of the foregoing, the Board shall also have the following powers, duties, and responsibilities, in each case subject only to applicable requirements of the Charter and the laws of the State of Kansas:

(i) To actively work to recruit, support, assist and improve both new and existing membership in the Society; and

(ii) To utilize newly developed protocols and job descriptions to actively recruit new candidates for the Board who effectively represent the values, status, and credibility of the Board and the Society; and

(iii) To periodically participate in professional development programs designed to improve the performance of the Board and/or the quality of the Board's relationships with staff and employees of the Administrative Office of the Society (the "Administrative Office") and the Watkins Community Museum of History (the "Watkins Museum"); and

(iv) To actively recruit and hire qualified individuals to serve as the Administrator of the Administrative Office (the "Administrator") and the Director of the Watkins Museum (the "Museum Director"); and

(v) To monitor the financial affairs and circumstances of the Society, and to review and approve, or modify when appropriate, the budgets developed by the Administrator and the Museum Director; and

(vi) To periodically review for relevance and appropriateness the stated purposes of the Society, and, if necessary, to implement modifications to such stated purposes by amendment of the Charter; and

(vii) To develop and implement various fundraising programs designed to support the stated purposes of the Society and/or the Watkins Museum; and

(viii) To act generally as the fiduciary body responsible for the management of all public and legal affairs of the Society.

(c) Individual Directors. Each Director shall have a responsibility to understand the stated purposes of the Society and to support the various policies and programs of the Society; provided, however, that all of the Directors shall act with the full understanding that the governance of the Society is the responsibility of the Board as a whole and not of any individual Director. Notwithstanding the foregoing sentence, the Board may from time to time request that an individual Director provide one or more of the following services for the Board:

(i) To enthusiastically serve in certain leadership positions, and to willingly undertake committee assignments; and

(ii) To recommend as potential nominees for the Board individuals who are recognized in the community and will contribute significantly to the work and progress of the Board and the Society; and

(iii) To solicit, in consultation with the President and the Executive Committee, contributions form friends and professional associates to the Society in the form of monetary funds and/or services.

5.6 Compensation. No Director shall receive any compensation for any services rendered to the Society in such capacity; however, any Director may be reimbursed for actual expenses incurred in the performance of his or her duties as a Director.

ARTICLE 6 MEETINGS OF THE BOARD OF DIRECTORS

6.1 Regular Meetings. Regular meetings of the Board shall be held at such place, date, and time as shall be determined by the Board from time to time, but such meetings shall be held no less frequently than six (6) times during any twelve (12) month period.

6.2 Special Meetings. Special (or emergency) meetings of the Board may be called at any time by the President, by a majority of the Board, or by the Members if a written demand, signed and dated by Members representing a majority of the total votes in the Society's membership, is presented to any Officer for a special meeting describing the purpose or purposes for which such meeting is to be held. The close of business on the thirtieth (30th) day before delivery of the demand for a special meeting to an Officer shall be the record date for the purpose of determining whether the majority requirement has been met. If such a written demand for a special meeting by the holders of a majority of the voting power is presented as aforesaid, notice for the special meeting shall be given within thirty (30) days after the date the written demand has been delivered to the Officer, and if such notice is not given, then a person signing the demand may set the time and place of the meeting and give notice of the special meeting as otherwise required. No business shall be conducted at any special meeting unless it shall be within the purpose or purposes described in the meeting notice.

6.3 Notice of Meetings. Notice of regular and special meetings of the Board may be telephonic or in the form of a writing delivered to each Director and shall state the place, date, and time of the meeting. If the notice is personally delivered to a Director, the notice shall be delivered at least three (3) but no more than thirty (30) days prior to the date of the meeting, and if the notice is given by mail, it shall be by First Class or Registered Mail, deposited in the mail at least seven (7) but no more than thirty (30) days prior to the date of the meeting. In the event that there is more than one Director residing at a single address, the notice may be addressed to all of the Directors at that address and need not be given separately to each Director. In the event that any meeting should be adjourned to a different place, date, or time, no new notice need be given of the new place, date, or time if it is announced at the meeting before adjournment.

6.4 Waiver of Notice. A Director may, at any time, waive any notice of any meeting of the Board. Unless the waiver be by attendance at the meeting, the waiver must be in writing, signed by the Director entitled to notice, and filed with the minutes or records of the Society. A Director also waives notice of a meeting by participation at the meeting, unless the Director, upon arriving at the meeting, or prior to the vote on a matter about which no notice was given, objects to the lack of notice and does not vote for, or assent to, the objected action.

6.5 Quorum. A quorum shall be deemed to be present throughout any meeting of the Board if at least eight (8) of the Directors are present, in person or by proxy, at the beginning of such meeting.

6.6 Procedure. The President, or a designated alternate, shall preside over each meeting of the Board. The Secretary shall keep the minutes for, and shall record all transactions occurring and all resolutions adopted at, each meeting of the Board. Unless otherwise inconsistent with the Charter or these Bylaws, all meetings of the board shall be conducted in accordance with Robert's Rules of Order.

6.7 Actions Taken Without a Meeting. Any action required or permitted to be taken by a vote of the Board may be taken without such a meeting if all of the Directors should individually or collectively consent in writing to such action. Any such written consent shall be filed with the records of proceedings and decisions kept by the Society and shall have the same force and effect as a unanimous vote at a meeting of the Board.

ARTICLE 7 OFFICERS

7.1 Enumerated Officers. The officers of the Society shall consist of a President (who shall also act as Chairman of the Board), Vice-President (who shall also act as Vice-Chairman of the Board), Secretary and Treasurer (collectively, the "Officers"). The Society may also have such other officers as the Board may from time to time designate by resolution. Every Officer shall also be a Director.

7.2 Election of Officers. The President shall be elected by the Members at the annual meeting thereof. The Vice-President, Secretary, Treasurer and any other officers designated by the Board shall be elected by the Board at its first meeting subsequent to the annual meeting of the Members.

7.3 Term of Office. Every Officer shall have a term of office of one (1) year and shall serve until his or her successor has been elected and qualified or until such Officer resigns or is removed from his or her position as such. Any Officer may be re-elected for as many consecutive terms as the Members, the Board, or these Bylaws will allow.

7.4 Resignation or Removal. Any Officer who intends to resign shall give written notice of such intention to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of the notice thereof or at any time later specified in the notice, and if not otherwise specified in the notice, acceptance of the resignation will not be necessary to make it effective. Any Officer except the President may be removed from office by the Board at any time, with or without cause, and the President may be so removed by the Board for good cause only. Upon the resignation or removal of any Officer except the President, the Board shall act expediently to elect another Director to complete the unexpired term of such Officer. Upon the resignation or removal of the President, the current Vice-President shall then succeed to the office of the President in order to complete the unexpired term, and the Board shall elect a successor to the Vice-President in accordance with these Bylaws.

7.5 Powers, Duties, and Responsibilities.

(a) President. The President shall be the chief executive officer off the Society and shall have such general executive authority, powers, and duties of supervision and management as are typically vested in the office of the chief executive officer of a corporation. Without limiting the generality of the foregoing, the President shall have the duty, power, and authority to act as Chairman of the Board and to preside over all meetings of the Members and the Board; to exercise general charge and supervision over the affairs and activities of the Board; to ensure that all orders and resolutions of the Board are carried out; to execute all promissory notes, mortgages, leases, contracts and other written instruments for and in the name of, or on behalf of, the Society; to act as chairman and a voting member of, and preside over all meetings of, the Executive Committee and the Nominating Committee; to act as a non-voting member of all other committees; and to perform such other duties as may be requested by the Board from time to time.

(b) Vice-President. The Vice-President shall perform all of the duties and exercise all of the powers and authority of the President in the event of the President's absence or inability to act, whether by reason of death, disability, resignation, removal of otherwise. The Vice-President shall also act as Vice-Chairman of the Board and shall perform such other duties as may be requested by the Board from time to time.

(c) Secretary. The Secretary shall have the duty, power, and authority to record all votes and to keep and preserve a full and correct record of all meetings of the Members and the Board; to keep and preserve a full and correct record of all committee meetings as required by these Bylaws or requested by the Board; to make the records of all meetings and votes available to any Member upon reasonable request; to serve proper notice of all meetings of the Members and the Board; to keep a current listing of the name and last known address of each of the Members; to conduct the correspondence of the Society and to preserve a copy of all such communications by annually depositing the same into the archives of the Watkins Museum; to keep charge of all records, books, and documents of the Society as the Board may direct; and to perform such other duties as may be requested by the Board from time to time.

(d) Treasurer. The Treasurer shall have the duty, power, and authority to generally oversee financial matters of the Society; to receive and deposit in appropriate bank accounts all monies of the Society and to disburse such funds as directed by resolution of the Board; to sign all checks of the Society unless the Board specifically directs otherwise; to keep proper books of account for the Society; to arrange the annual financial balancing and audit of the books of account of the Society and the Watkins Museum by a Certified Public Accountant at the close of the fiscal year, as required by law; to cause an annual statement of the Society's books of account to be made at the completion of each fiscal year; to prepare a report of the annual budget and a statement of income and expenditures to be presented to the Members at their regular annual meeting; and to provide such other reports and perform such other duties as may be requested by the Board from time to time. The Treasurer shall be bonded by the Society in such amount as shall be determined by the Board and the President shall file the same with the county Clerk of Douglas, County, Kansas.

7.6 Compensation. No Officer shall receive any compensation for any services rendered to the Society in such capacity unless such compensation is expressly authorized or approved by a majority vote of the Members; however, any Officer may be reimbursed for actual expenses incurred in the performance of his or her duties as an Officer.

ARTICLE 8 EXECUTIVE COMMITTEE

8.1 Committee Members. In addition to addressing such other business as may be properly placed on the agenda, the Board shall, at its first meeting subsequent to the annual meeting of the Members, establish an Executive Committee, which committee shall be composed of seven (7) members and shall include the President, Vice-President, Secretary, Treasurer and three (3) additional Directors to be appointed by the Board. All members of the Executive Committee shall serve for a term of one (1) year, and may be appointed for as many consecutive terms as the Board or these Bylaws will allow.

8.2 Duties of the Executive Committee. The Executive Committee shall have the duty, power, and authority to represent, and to act on behalf of, the Board in all respects during the intervening periods of time between meetings of the Members and/or the Board; to work with the Administrator and the Museum Director as they implement and carry out such policies, duties, and responsibilities as may be adopted or approved by the Board from time to time; to conduct annual evaluations of the performance of, and to set appropriate levels of compensation for, the Administrator and the Museum Director; to function as the acting administrator of the Administrative Office in the event of any absence of the Administrator; to function as the acting director of the Watkins Museum in the event of any absence of the Museum Director; and to perform such other duties as may be requested by the Board from time to time.

8.3 Duties of the Committee Members. In addition to the general duties of the Executive Committee, the following members of the Executive Committee shall have the following powers, duties, and responsibilities:

(a) President. The President shall have the duty, power, and authority to preside over all meetings of the Executive Committee; to represent, and to act on behalf of, the Executive Committee in all respects during the intervening periods of time between meetings thereof; to present all actions taken or decisions made by the President on behalf of the Executive Committee for approval thereby at the next meeting thereof; to appoint such sub-committees of the Executive Committee as the President or the Board may deem necessary or convenient; and to serve as an ex-officio member of all sub-committees of the Executive Committee.

(b) Vice-President. The Vice-President shall preside at meetings of the Executive Committee in the absence of the President and shall perform such other duties as may be requested by the Executive Committee from time to time.

(c) Secretary. The Secretary shall keep and preserve a full and correct record of all meetings of the Executive Committee and shall distribute to all members of the Executive Committee, prior to the next scheduled meeting thereof, a copy of the agenda for the next meeting and a copy of the minutes from the last meeting.

8.4 Requested Reports. The Executive Committee may from time to time request form any Officer or employee the submission of annual reports describing the activities and proceedings of any committees or sub-committees on which such individual serves. The Secretary shall distribute a copy of any such annual reports at the annual meeting of the Members and shall preserve a copy of the same with the records of the Society.

8.5 Committee Meetings. Regular meetings of the Executive Committee shall be held at such place, date, and time as shall be designated by a majority vote of the Executive Committee members. Special meetings of the Executive Committee may be called by the President, and written or telephonic notice of any such meetings shall be communicated to all Executive Committee members not less than two (2) nor more than thirty (30) days prior to the date of the meeting.

8.6 Failure to Attend. Upon the absence of any member of the Executive Committee from five (5) meetings during any one (1) year, such member shall be deemed to have resigned from the Executive Committee and shall cease to be a member thereof, subject to reinstatement by a majority vote of the Board.

8.7 Vacancy. In the event of any vacancy on the Executive Committee, whether such vacancy is the result of the resignation of a Director or otherwise, the Board shall appoint another Director to complete the unexpired term of service on the Executive Committee at the next duly convened meeting of the Board.

ARTICLE 9 ADDITIONAL COMMITTEES

9.1 Nominating Committee. At least sixty (60) days prior to the annual meeting of the Members, the President shall establish and appoint a nominating committee (the "Nominating Committee") for the purpose of recommending to the Members qualified nominees to fill vacant positions on the Board. The Nominating Committee shall consist of five (5) members and shall include the President, who shall act as chairman of the committee and preside over any meetings thereof, two (2) additional Directors, and two (2) additional Members selected at-large by the President. The Nominating Committee shall keep full and correct records of all committee proceedings, and shall report its recommended nominees to the Members no less than thirty (30) days prior to the date of the annual meeting of the Members.

9.2 Other Committees. The President shall establish and appoint from time to time such other committees as the President or the Board shall deem necessary or convenient for the effective management of the affairs of the Society. Each committee so established shall have such title, duties, powers, and authority as may be determined by the President or the Board. Each such committee shall be required to keep full and correct records of all committee proceedings and report the same to the Board whenever so requested.

ARTICLE 10 ADMINISTRATIVE OFFICE

10.1 Purpose. The Administrative Office is established for the purpose of providing a mechanism for implementing and supporting those purposes and policies of the Society which are not otherwise delegated to the Watkins Museum.

10.2 Powers, Duties, and Responsibilities. In addition to working with the Board generally to carry out the stated purposes of the Society, the Administrative Office shall have the following powers, duties, and responsibilities:

(a) Member Services. The Administrative Office shall, in consultation with the Board, provide such services and support to the Members of the Society as may be determined by the Board from time to time.

(b) Annual Dues. The Administrative Office shall assist the Board in establishing and fixing by classification the amount of annual dues required for membership in the Society.

(c) Donations. The Administrative Office shall accept on behalf of the Society any subscriptions or donations received for the benefit of the Society and shall inform the President and the Treasurer of any such subscriptions or donations received.

(d) Reports. The Administrative Office shall demonstrate its compliance with the policies of the Board by submitting quarterly and annual reports to the Board on all policy-related matters, including staffing levels, salaries, evaluation procedures, and the operation of activities of the Administrative Office.

10.3 The Administrator. The Administrator shall be responsible for managing and supervising the general affairs and activities of the Administrative Office, including all decisions relating to budget and finances, supervision of employees, and compliance with the stated policies of the Board, in consultation with the Museum Director as appropriate. Without limiting the generality of the foregoing, the Administrator shall have the following specific powers, duties, and responsibilities:

(a) Policies. The Administrator shall work with the Board and any appropriate committees thereof to develop, adopt, and improve suitable policies for the effective management of the Society and the Administrative Office.

(b) Budget and Finances. The Administrator with appropriate oversight from the Board, and in consultation with the Museum Director as appropriate, shall be responsible for developing an annual budget for the Society and the Administrative Office. In connection with this responsibility, the Administrator shall work with the Board and/or the Executive Committee to budget for special programs, manage spending, develop strategies for fundraising and seek out grants and contracts for the benefit of the Society.

(c) Employees and Volunteers. The Administrator shall be responsible for the general oversight and supervision of all employees and volunteers of the Society and the Administrative Office. In connection with this responsibility, the Administrator shall have the power and authority to make all decisions, in accordance with the policies and budgets approved by the Board, with respect to the continued employment and appropriate compensation of the personnel and staff of the Society and the Administrative Office as well as the continued services of any volunteers working for the Society or the Administrative Office.

(d) Reports. The Administrator shall, as necessary, meet with, and act as liaison for, the Board and the Executive Committee. In connection with this responsibility, the Administrator shall submit regular reports to the Board and the Executive Committee describing the recent activities and current financial circumstances of the Administrative Office and calling attention to any matters which may require notice to be given or action to be taken. In addition, the Administrator shall submit an annual report to the Members regarding the conditions and activities of the Society and the Administrative Office, including appropriate recommendations, if any, and shall, as requested, provide informal progress reports to the Board, the Executive Committee, and/or any committees or sub-committees thereof.

(e) Preservation of Historical Sites. The Administrator shall, on occasion, work with a committee off the Board as well as other volunteers from among the Members to conduct a survey and prepare an inventory of historical sites, spots, and places in Douglas County, Kansas, which the Society may attempt to secure by purchase, lease, license, donation or otherwise and improve and maintain the same by preservation, reconstruction, maintenance, and repair of the existing structures thereon, or by erecting monuments or establishing parks thereon.

ARTICLE 11 WATKINS COMMUNITY MUSEUM OF HISTORY

11.1 Purpose. The Watkins Museum is an ancillary body of the Society established for the purpose of fulfilling certain stated purposes and policies of the Society.

11.2 Powers, Duties, and Responsibilities. In working with the Board to carry out the stated purposes of the Society, the Watkins Museum shall have the following powers, duties, and responsibilities:

(a) Purposes and Mission. The Watkins Museum shall have the power, duty, and responsibility to secure and preserve for posterity past, present, and future historical records of Douglas County, Kansas; to perpetuate the memory and spirit of the men and women who have contributed to the early history and achievements of Douglas County, Kansas, and its communities; to encourage research into the earliest historical records of Douglas County, Kansas, and the State of Kansas; to encourage and foster the preservation of all documents, relics, and other historical material pertaining to Douglas County, Kansas, and to adopt such means as may be available and necessary to preserve such materials for the future; to encourage the publication of records of individuals, organizations, or groups of individuals who have contributed to the growth and progress of Douglas County, Kansas, and its communities as well as the State of Kansas; to receive, own, hold and transfer by sale, gift, devise or otherwise, both real and personal property, and to improve, preserve, and maintain the same.

(b) Reports. The Watkins Museum shall demonstrate its compliance with the policies of the Board by submitting quarterly and annual reports to the Board on all policy-related matters, including staffing levels, salaries, evaluation procedures, and the operation of activities of the Watkins Museum.

11.3 The Museum Director. The Museum Director shall be responsible for managing and supervising the general affairs and activities of the Watkins Museum, including all decisions relating to the budget and finances of the Watkins Museum, supervision of all employees of the Watkins Museum, and compliance by the Watkins Museum with the stated policies of the Board. Without limiting the generalities of the foregoing, the Museum Director shall have the following specific powers, duties, and responsibilities:

(a) Policies. The Museum Director shall work with the Board and any appropriate committees thereof to develop, adopt, and improve suitable policies for the effective management of the Watkins Museum.

(b) Budget and Finances. The Museum Director, with appropriate oversight from the Board and in consultation with the Administrator, shall be responsible for developing an annual budget for the Watkins Museum. In connection with this responsibility, the Museum Director shall work with the Board and/or the Executive Committee to budget for special programs, manage spending, develop strategies for fundraising and seek out grants and contracts for the benefit of the Watkins Museum.

(c) Employees and Volunteers. The Museum Director shall be responsible for the general oversight and supervision of all employees and volunteers of the Watkins Museum. In connection with this responsibility, the Museum Director shall have the power and authority to make all decisions, in accordance with the policies and budgets approved by the Board, with respect to the continued employment and appropriate compensation of the personnel and staff of the Watkins Museum as well as the continued services of any volunteers working for the Watkins Museum.

(d) Reports. The Museum Director shall, as necessary, meet with, and act as a liaison for, the Board and the Executive Committee. In connection with this responsibility, the Museum Director shall submit regular reports to the Board and the Executive Committee describing the recent activities and current financial circumstances of the Watkins Museum and calling attention to any matters which may require notice to be given or action to be taken. In addition, the Museum Director shall submit an annual report to the Members regarding the conditions and activities of the Watkins Museum, including appropriate recommendations, if any, and shall, as requested, provide informal progress reports to the Board, the Executive Committee, and/or any committees of sub-committees thereof.

(e) Building Management. The Museum Director shall be responsible for the management of all buildings and structures encompassing the Watkins Museum, shall periodically review all policies and procedures relating to safety and security, and shall recommend updates concerning the same as necessary.

ARTICLE 12 INDEMIFICATION

12.1 Actions By Parties Other Than the Society. The Society shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Society, by reason of the fact that such person is or was a Director, Officer, employee or agent of the Society, or is or was serving at the request of the Society as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, including attorney's fees, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption that the person did not act in good faith, and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Society and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

12.2 Actions By the Society. The Society shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by or in the right of the Society to procure a judgment in its favor by reason of the fact that such person is or was a Director, Officer, employee or agent of the Society, or is or was serving at the request of the Society as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, suit, or proceeding, including attorney's fees, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Society, except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Society unless and only to the extent that the court in which such action, suit, or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court shall deem proper.

12.3 Successful Defense. To the extent that a present or former Director, Officer, employee or agent of the Society has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in the two preceding paragraphs of this Article 12 or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection with such action, suit, or proceeding, including attorney's fees.

12.4 Determination of Proper Conduct. Any indemnification under the first two paragraphs of this Article 12, unless ordered by a court, shall be made by the Society only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper under the circumstances because such person has met the applicable standard of conduct set forth in those paragraphs. Such determination shall be made: (a) by the Board through a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding; or (b) by independent legal counsel, in a written opinion, if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested Directors so directs.

12.5 Advancement of Expenses. Expenses, including attorney's fees, incurred by a Director or Officer in defending a civil, criminal, administrative or investigative action, suit, or proceeding may be paid by the Society in advance of the final disposition of the action, suit, or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the Society as authorized in this Article 12.

12.6 Not Exclusive of Other Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this article 12 shall not be deemed to be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Charter, these Bylaws, or any agreement, contract, vote of disinterested Directors or otherwise, both as to action in a person's official capacity and as to action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

12.7 Insurance. The Society shall have the power and authority to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Society, or who is or was serving at the request of the Society as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Society would have the power to indemnify such person against such liability under the provisions of this Article 12.

12.8 Constituent Corporations. For purposes of this Article 12, references to the Society shall include, in addition to the resulting or surviving corporation, any constituent corporations absorbed in any consolidation or merger.

12.9 Intent. The provisions of this Article 12 are intended to facilitate the Society's ability to attract and retain qualified individuals to serve as Directors and Officers of the Society and, at the request of the Society, as directors and officers for other corporations by maximizing the amount of indemnification that the Society is permitted to provide to such persons under the laws of the State of Kansas, and such provisions shall be construed accordingly. The provisions of this Article 12 shall not be construed to limit the Society's power or authority to pay or reimburse expenses incurred by a Director or Officer in connection with the appearance of such person as a witness in any action, suit, or proceeding at a time when such person has not been named as a defendant or respondent in such action, suit, or proceeding.

ARTICLE 13 FINANCIAL MATTERS

13.1 Checks. All checks, bank drafts, and other orders for the payment of money shall be signed by such Officer or Officers, or such other person or persons, as the Board may designate from time to time. If no such designation is made, and unless and until the Board shall provide otherwise, both the President and the Treasurer shall individually have the power and authority to sign all such instruments which are made or executed for the Society or in the ordinary course of the Society's business.

13.2 Budget. The President and the Treasurer, in conjunction with the Board, shall work to ensure that all payments, costs, and expenditures of the Society and the Watkins Museum are kept within the limits of their respective annual budgets, as the same shall be established by the Administrator and the Museum Director and approved by the Board.

13.3 Fiscal Year. For accounting and income tax purposes, the Society shall operate on such fiscal year as may be designated by the Board from time to time.

13.4 Annual Audit. Under the direction of the Treasurer, the books of account of the Society and the Watkins Museum shall be balanced and audited by a Certified Public Accountant at least annually, at the close of each fiscal year, as required by law, and more often if deemed necessary by the Board.

13.5 Bonding. The Administrator, the Museum Director, and such other employees or Officers as may be determined by the Executive Committee from time to time shall be bonded by the Society in such amounts, for such purposes, and with such corporate sureties, as may be determined from time to time by the Executive Committee.

ARTICLE 14 DISSOLUTION

14.1 Dissolution of the Society. If, at any time, the Society should permanently be dissolved, the Board shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as the Board shall determine upon such dissolution. Any such assets not so disposed of shall be turned over to the Douglas County Commissioners to be used for the benefit of any one or more educational institutions within the area.

14.2 Dissolution of the Watkins Museum. If, at any time, the Watkins Museum should permanently cease to function as a museum, the Board shall take reasonable steps to dissolve the Watkins Museum and to ensure that any buildings and real property comprising the same shall remain in place and be turned over to the Douglas County Commissioners to be used for other educational purposes following such dissolution.

14.3 Artifacts and Other Property. In the event that the Watkins Museum should be dissolved as aforesaid, any artifacts and personalty that are the permanent property of the Watkins Museum shall be transferred for use by another museum or educational institution within the area, and any personal artifacts on loan to the Watkins Museum shall be returned to the donors, as authorized by the signature of the President.

14.4 Endowment Fund. In the event that the Watkins Museum should be dissolved as aforesaid, the endowment fund shall remain as an asset of the Society, if the Society has not also been dissolved. In the event that the Society should also be dissolved, the endowment fund shall revert to the Douglas County Commissioners to be used for the benefit of any one or more educational institutions within the area.

ARTICLE 15 GENERAL PROVISIONS

15.1 Amendments. These Bylaws may be amended by a majority vote of all Members present, in person of by proxy, at any annual meeting thereof; provided, however, that any proposed amendment shall have been reduced to writing and distributed to the Members no less than three (3) months prior to such annual meeting. In addition, these Bylaws may be amended by a majority vote of the Board, if the Executive Committee recommends the taking of such action at two (2) consecutive Board meetings, so long as such meetings are held not less than thirty (30) days apart.

15.2 Severability. These Bylaws are intended to be severable. If any portion or provision of these Bylaws shall be held invalid or inoperative, then, to the extent reasonable and possible, the remaining portions or provisions shall be valid, operative, and given full effect, and effect shall also be given to the extent possible to the intent manifested by the portion or provision held invalid or inoperative.

15.3 Headings. The table of contents and headings contained in these Bylaws are intended solely for organization, convenience, and clarity and shall not be construed in any way to describe, define, expand or limit the scope of these Bylaws or the intent of any provisions hereof.

15.4 Interpretation. Whenever the context so requires, the use of the masculine gender in these Bylaws shall be deemed to include the feminine and neuter genders, and the use of the singular shall be deemed to include the plural, and vice versa. The words "and" and "or" shall be construed disjunctively or conjunctively as necessary to fulfill the intent of any provision affected thereby.

Watkins Museum of History
1047 Massachusetts Street
Lawrence , Kansas 66044
Phone (785) 841-4109 • Fax (785) 841-9547
info@watkinsmuseum.org

© Copyright 2018 Watkins Museum of History
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